Alfred Herbert (India) Ltd

The Directors present their One Hundred Fifth Annual Report with the Audited Financial Statements for the year ended March 31, 2025.

Accounts for the year ended 31st March 2025 have been prepared in conformity with Indian Accounting Standards ('Ind AS') notified under section 133 of Companies Act, 2013("the Act") read with Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) Rules, 2016 from 1st April, 2019, leading to major changes in the Accounting policies.

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income, rental income and capital gains from sale of investment property.

The Company's gross income for the financial year ended 31st March 2025 stood at Rs. 1025.23 lakhs as against Rs. 195.05 lakhs in 2023-24. Profit before tax stood at Rs. 695.22 lakhs in 2024-25 as against Rs. 52.71 lakhs profit before tax in 202324. Profit after tax of the Company stood at Rs. 623.04 lakhs as against Rs. 72.26 lakhs in 2023-24. As on 31st March, 2025 other comprehensive income net of tax amounted to Rs. (686.33) lakhs for the year. The profit realized on sale of some non-current investments was transferred to Retained earnings in conformity with the Accounting Standards.

The Company has completed development of its property in Kolkata and has received the completion certificate from Kolkata Municipal Corporation dated 30th May, 2024. Though the building was initially constructed for own use by the company, after careful consideration of the requirements it was decided that some floors of the same may be sold to unlock value. Accordingly, one floor of the building was sold during the period under review.The Building has been certified as Platinum Green Building by LEED.

Your Directors take pleasure in recommending for approval of the payment of Dividend of Rs. 5 (per share) on 7,71,429 Equity Shares of the Company for the year ended 31 st March, 2025 subject to the approval of the Members in the 105th Annual General Meeting of the Company.

The Company has transferred Rs.100 lakhs to the General Reserve Account and Rs. 124.61 lakhs to the Special Reserve Account.

There has been no change in the nature of business of the Company during the financial year 2024-25.

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at www.alfredherbert.co.in.

Pursuant to the provisions of the Companies Act, 2013, Mr. A. V. Lodha, Director, retires by rotation and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment. A resolution seeking shareholders' approval for his re-appointment forms part of the notice.

During the year under review, the following changes took place in the Office of Key Managerial Personnel (KMP)

• Mr. Vikram Matta ceased to be the CEO of the Company with effect from 31.05.2024 and Mr. Partha Pratim Das was appointed in his place with effect from 01.06.2024

• Mrs. Shobhana Sethi ceased to be the CFO and Company Secretary of the Company with effect from 08.11.2024 and Mr. Ananda Bhattacharyya was appointed in her place with effect from 09.11.2024

Pursuant to the Provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnels of the Company as on March 31,2025 are

- Mr. Partha Pratim Das - Chief Executive Officer

- Mr. Ananda Bhattacharyya - Chief Financial Officer and Company Secretary

As on 31st March, 2025, Mr. Ashish Poddar, Mr. P K Madappa and Mrs. Alka Bhandari are the Independent Directors of the Company appointed pursuant to the provisions of Section 149 of the Companies Act 2013 and Listing Regulations as per SEBI. Each Independent Director has confirmed to the Company that he or she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of the Listing Regulations. There has been no change in circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board.

All the Independent Directors are registered in the database maintained with Indian Institute of Corporate Affairs (IICA). In the opinion of the board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

The Shareholders have been aware that since Financial Year 2019-2020 the Presentation of your Company's Financial Statements have significantly changed with the implementation of IND AS. Under IND AS, profit or loss on actual sale of Equity Investments and net gain or loss on fair value changer are recorded in Other Comprehensive Income [OCI] instead of being routed through the Statement of Profit and Loss. These gains [net of taxes] are subsequently reclassified from OCI to retained earnings. Thus, the income from Operations of our Company, being an Investment Company, includes mainly Dividends and Interest Income.

To augment the Operating Income over the medium term your Company plans to let out a part of the property in Strand Road and increase its investments significantly for greater dividend and interest income. This forms part of our endeavor to increase operating income earning capacity.

The "WORLD ECONOMIC OUTLOOK UPDATE" Report by the IMF of January 2025, stated that global growth is projected to remain stable at about 3.3% both in 2025 and 2026. However, the potential ramification of policies proposed by United States [US] has given rise to considerable uncertainty leading to lower expectations of global growth.

The volatility in the global economic scenario has become a defining feature of recent years, driven by factors such as geopolitical tensions, fluctuating energy prices, inflationary pressures, climate events and shifting monetary policies. Such volatility disrupts global supply chains, impacts investor confidence and leads to uncertainty in financial markets. For businesses and Government alike, it complicates longterm planning and increases the cost of capital. Currency fluctuations and trade imbalances can further strain emerging economies. Overall, global economic volatility heightens the risks associated with investment, slows down growth trajectories and requires more resilient and adaptive economic strategies to safeguard stability.

India continues to stand out as a beacon of economic strength and resilience in the global landscape. As the world's fifth-largest economy, it is well-positioned to maintain its status as the fastest-growing major economy, with GDP growth projected at a robust 6.5% for FY26. This momentum is supported by strong domestic consumption, a stable macroeconomic environment, and healthy foreign exchange reserves. Inflation remains within manageable levels, and the interest rate environment has stabilized, fostering a conducive backdrop for both public and private sector investment.

India's growth story is underpinned by structural drivers that offer long-term sustainability. The country is capitalizing on its demographic dividend, with a young and aspirational workforce driving productivity and innovation. Continued enhancements in physical and digital infrastructure are accelerating connectivity, improving supply chains, and fostering greater economic integration. The government's increased capital expenditure, along with targeted initiatives such as the Production Linked Incentive (PLI) schemes, are catalysing manufacturing growth, fostering self-reliance, and attracting both domestic and foreign investment.

The International Monetary Fund (IMF) has acknowledged India's economic resilience, highlighting its progress in formalization, digital inclusion, and robust institutional frameworks. As India continues to advance reforms, embrace technology, and strengthen its global trade linkages, it remains poised to be a key engine of global growth in the coming decades.

Given this background, the Directors affirm that the Company's investments are guided by a long-term vision, with a focus on sustainable value creation. These investments are strategic in nature, aligned with the Company's commitment to building enduring value over time rather than pursuing short-term gains.

As part of the Company's capital allocation strategy, there is a clear emphasis on unlocking intrinsic value across its portfolio to enable greater value creation in the years ahead. The Company will continue to adopt a disciplined, patient capital approach—deploying funds prudently across a diversified mix of equities, real estate, fixed income instruments, alternative assets and/or operating businesses. Notably, subsequent to the financial year-end, the Company divested its stake in the property in Whitefield, representing a significant step towards unlocking value and strengthening the base for future growth.

Equities: The Company maintains a positive long-term outlook on equity markets, underpinned by improving macroeconomic indicators, a stable political environment, and strong corporate earnings momentum. India's structural growth drivers—such as formalization of the economy, rising digital adoption, infrastructure expansion, and robust domestic consumption—are expected to continue supporting equity valuations. Easing inflationary trends and potential monetary policy easing by global and domestic central banks further enhance the outlook. Over the long term, equities remain a key driver of capital appreciation and are well-positioned to benefit from both cyclical and structural tailwinds in the Indian economy.

Fixed Income (Debt): The outlook for fixed income investments remains favorable, particularly as interest rate cuts are increasingly anticipated in response to a moderating inflation trajectory and slower global growth. In India, the Reserve Bank of India is expected to shift towards a more accommodative stance in the coming quarters, which could translate into lower yields and a corresponding rise in bond prices. Long-duration Indian Government Bonds (IGBs) are especially well-placed to benefit from this environment. Additionally, the inclusion of Indian government securities in global bond indices is likely to attract sustained foreign inflows, enhancing market depth and liquidity. The Company continues to view high-quality debt instruments as a stable component of its long-term portfolio, offering both income and capital preservation.

Real Estate: The real estate sector, after a prolonged period of subdued performance, is exhibiting signs of a structural recovery, supported by improving demand fundamentals and increased institutional participation. Urbanization trends, a revival in housing demand—particularly in mid-income and premium segments—and regulatory reforms such as RERA have enhanced transparency and investor confidence. Additionally, favourable borrowing conditions and improved affordability are driving real estate activity across both residential and commercial segments. The Company is actively evaluating select opportunities within this asset class, with a view to participating in its long-term growth trajectory. Real estate is expected to serve as both a store of value and a potential source of capital appreciation over time, thereby complementing the Company's broader investment strategy.

Looking ahead, the Company will also evaluate opportunities across alternative asset classes and select operating businesses, with a view to further diversifying its investment portfolio and enhancing long-term value creation. This includes potential allocations to private equity, infrastructure platforms, and other high-conviction alternatives that offer differentiated return profiles and lower correlation to traditional asset classes. Investments in operating businesses may also be considered where strategic alignment, scalability, and sustainable cash flow generation can be achieved. These opportunities will be pursued with a disciplined and selective approach, consistent with the Company's philosophy of deploying patient capital to unlock long-term growth.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(2)(f) and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees.

As on March 31, 2025, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. The Audit Committee and The Stake Holders Relationship Committee are constituted entirely with Independent Directors. During the year 4 meetings of Audit Committee, 1 meeting of Stakeholders Relationship Committee and 3 meetings of Nomination and Remuneration Committee were also held, the details of which viz., dates and number of meetings attended by each director etc., are given in the Corporate Governance Report. Also, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

The Provisions of Section 186 of the Companies Act, 2013 pertaining to Investments, Loans and Guarantees is not applicable to the Company since the Company is a NonBanking Financial Company.

The Paid -Up Equity Share Capital of the Company as on 31st March 2025 was Rs.77.14 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company's shares are listed on Bombay Stock Exchange (BSE) Limited.

There are no significant and material orders passed by the regulators or courts or tribunals for the period under review.

As stipulated in Section 134(3) (C) of the Companies Act, 2013, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

a) that in the preparation of the annual financial statements for the year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note No.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and of the profit of the Company for the year ended on that date.

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing Auditors of the Company were appointed for a period of 5(five) years by the Members of the Company in the 102nd Annual General Meeting held on 12th August, 2022 from the conclusion of the 102nd Annual General Meeting till the conclusion of 107th Annual General Meeting.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Chaudhuri P & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2024-25.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Suprabhat Chakraborty, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2024-25.

The Auditors' Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

As required by the Listing Regulations, the Practicing Company Secretary's certificate on corporate governance for financial year 2024-25 is enclosed to the Board's report. The certificate does not contain any qualification, reservation or adverse remark.

The Secretarial Auditors' Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as 'Annexure A' to the Board's report in this Annual Report.

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

The Provisions of Section 135 of the Companies Act, 2013 did not apply to the Company. Thus no furtherance regarding formation of CSR Committee and framing of its policy was done.

There were no foreign exchange earnings and expenditure during the year. The other particulars relating to Conservation of Energy and Technology Absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

The Company has complied with the Corporate Governance code as stipulated under the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with Certificate from the Auditors confirming the compliance, is annexed and forms part of the Annual Report.

The company has entered into a definitive registered Deed of Conveyance dated 8th May, 2025 for sale of its property situated at Whitefield Road, Bangalore, Karnataka, for a total sale consideration amount of Rs. 485,90,00,000/- (Rupees Four Hundred Eighty-Five Crores and Ninety Lakhs) only.

The Company has two Wholly Owned Subsidiaries (WOS) as on 31st March, 2025. There are no associate or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013. There has been no material change in the nature of business of the Subsidiaries.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular in Form AOC 1.

The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies, Alfred Herbert Limited and Herbert Holdings Limited and is available on the website of the Company www.alfredherbert.co.in

The consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards. The Audited Consolidated Financial Statements, together with the Auditors' Report, form a part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries included in the consolidated financial statements is presented in a separate section in this Annual Report.

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. Your Company has established a comprehensive Risk Management System to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the Board of Directors is implemented by the Company Management

1. No employee falls under the purview of the Provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Thus no information regarding to the same needs to be disclosed.

2. Sitting Fees paid to the Directors for attending Board and/or Committee Meetings have not been considered.

3. The remuneration paid to the Key Managerial Personnel is as per the recommendation of the Nomination and Remuneration Committees and approved by the Board.

The provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable to the business activities carried out by the Company and hence no cost record is required to be maintained and cost audit be conducted.

The company is neither enjoying nor has availed any credit facility. Hence default in payment of loan facility availed from Bank or Financial Institution, details of difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from bank or financial institutions is not applicable.

Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 166 (9) & (10) of the Companies Act, 2013, the Company had established a Vigil Mechanism for Directors and Employees to report concerns of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. This policy is available on the Company's website at www.alfredherbert.co.in .

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company has an Internal Control System commensurate with the size and scale of its operations. The Company has in place internal control systems and procedures which are commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company's resources, accuracy in financial reporting and due compliance with statutes, corporate policies and procedures. Internal Audit is conducted periodically by Chartered Accountant/ Audit firms who verify and report on the efficiency and effectiveness of internal controls.

All the related party transactions that were entered during the year, were in the ordinary course of business. The Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required.

Further, there are no materially significant Related Party Transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transaction as approved by the Board may be accessed on the Company's Website, www.alfredherbert.co.in. Your directors drew attention of the members to Note 36 to the Standalone financial statement which sets out related party disclosures.

The Company is not required to set up an Internal Complaints Committee as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The employees have however been informed about lodging their complaints if any, before the Board as well as before the Local Complaints Committee (LCC) formed by the Government in the district. We affirm that adequate access has been provided to any complainant who wish to register a complaint.

No complaint was received during the year.

No application has been made under the Insolvency and Bankruptcy Code either by or against the company, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 201617, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 6th September, 2024 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31 st March, 2025, the Company has transferred Rs 27,520.00 to Investor Education and Protection Fund. Pursuant to the provisions of Section 125 of the Companies Act, 2013, the declared dividend for the financial year 2016-17, which remained unpaid or unclaimed for a period of seven years, will be transferred by the Company to the IEPF established by the Central Government pursuant to Section 125 of the said Act. The company has uploaded the full details of Unpaid Dividend on its website at https://www.alfredherbert.co.in/ investors.

The Company, in pursuance to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules 2016"), had transferred all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders at their registered address. The Company had also published such notice in English Newspaper i.e. 'The Financial Express' and in Bengali Newspaper i.e. Ekdin informing the concerned shareholders about the same. The company has uploaded the full details of such shareholders and shares transferred to IEPF account on its website at www.alfredherbert.co.in

As on 31st March, 2025, the Company has transferred 1340 no. of shares to IEPF Demat Account which accounts to 0.17% of total shareholding of the company.

Statements in this Report, particularly those which relate to Management Discussion & Analysis, describing the Company's objectives, projections, estimates, expectations or predictions and the Economic Scenario may be 'forward looking statements' within the meaning of applicable laws or regulations. Actual results could however differ materially from those expressed or implied.

Your Directors wish to place on record their appreciation for the services rendered by the employees of the Company during the year.

It was an exciting year and during our journey through the same we consolidated our position as an NBFC. We firmly believe that financial services will continue to play a crucial role in India's growth story with the GDP growth expected to significantly outpace the global growth in near future. Moving into the next Fiscal we are confident of scaling new heights of growth and fulfillment of obligations to our esteemed shareholders.