Alok Industries Ltd

To the Members,

The Board of Directors present this 38th Annual Report of the Company, along with the financial statements for the financial year ended 31st March, 2025, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

The Company's performance (Standalone and Consolidated) for the financial year ended 31st March, 2025, is summarized below:

(Rs. in crore)

No amount is proposed to be transferred to Reserves.

On account of the Loss After Tax reported by the Company during the financial year 2024-25, the Board of Directors do not recommend any dividend (previous year Nil).

The Dividend Distribution Policy of the Company approved by the Board of Directors of the Company is in line with the requirements of Listing Regulations. The Policy is available on the Company's website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/policies/Dividend_Distribution_Policy.pdf There has been no change in the policy during the year under review.

Total sales of the Company decreased by 33.60% to Rs. 3,556.59 crore from Rs. 5,356.35 crore in the previous year.

Domestic sales decreased by 36.15% to Rs. 2,712.72 crore from Rs. 4,248.42 crore in the previous year.

Export sales decreased by 23.83 % to Rs. 843.87 crore from Rs. 1,107.93 crore in previous year.

Operating EBITDA was Rs. 42.55 crore as compared to EBITDA of Rs. 84.89 crore in the previous year.

Operating Profit Before Tax (PBT) was negative at Rs. 768.81 crore as compared to negative PBT of Rs. 813.71 crore in the previous year.

The reported Loss After Tax for the year was Rs. 768.81 crore as compared to Loss After Tax of Rs. 813.71 crore.

The Company achieved a consolidated revenue of Rs. 3,708.78 crore lower by 32.69 % as compared to consolidated revenue of Rs. 5,509.59 crore in the previous year.

Operating EBITDA was Rs. 21.68 crore as compared to EBITDA of Rs. 71.91 crore in the previous year.

Operating Profit Before Tax (PBT) was negative at Rs.811.41 crore as compared to negative PBT of Rs. 849.74 crore in the previous year.

The reported consolidated Loss After Tax for the year was Rs. 816.43 crore as compared to Loss After Tax of

Rs. 846.82 crore in the previous year.

A detailed analysis of financial results and operations is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

In accordance with the provisions of the Act and the Listing Regulations read with Ind AS 110-Consolidated Financial Statements, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, the Consolidated Audited Financial Statement forms part of this Annual Report.

During the year under review, the Company has not granted any loans, made any investments and provided any guarantee or security. The particulars of the loans granted, investments made and guarantee or security provided in the earlier years are given in the standalone financial statement (Refer Note 5 and 6 to the standalone financial statement).

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, no company became / ceased to be a subsidiary, joint venture or associate of the Company. None of the subsidiaries is a ‘Material Subsidiary' as defined in the Listing Regulations. As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries ("Policy"). The details of the Policy are available on the Company's website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/ policies/Material_Subsidiaries.pdf There has been no change in the policy during the year under review.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company's website and can be accessed through the link: https://www.alokind.com/annualreport.html. The financial statements of the subsidiaries, as required, are available on the Company's website and can be accessed through the link: https://www.alokind.com/financialresult. html.

The development in business operations / performance of the Subsidiaries / Joint Venture companies, is given in Management Discussion and Analysis Report which forms part of this Annual Report.

A statement providing details of performance and salient features of the financial statements of Subsidiary / Joint Venture companies, as per Section 129(3) of the Act, is annexed to the Consolidated Financial Statements and therefore not repeated in this Board's Report.

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company's website and can be accessed through the link: https://www.alokind.com/assets/ pdf/investor-relations/policies/CSR_Policy.pdf and is also annexed herewith and marked as Annexure-1. There has been no change in the policy during the year under review.

The average net profit of the Company made during the three immediately preceding financial years was negative therefore, the Company is not required to spend on CSR activities in accordance with CSR policy adopted by the Board, during the year under review.

Annual Report on CSR activities as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure-2. RISK MANAGEMENT:

The Company, like any other enterprise, is exposed to business risks which can be internal risks as well as external risks. Any unexpected changes in the regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a Company's capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of overseeing implementation/ monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from Management that all known and emerging risks have been identified and mitigated or managed.

The current constitution and role of the Risk Management Committee is in compliance with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the provisions of the Act and Listing Regulations, the Company has adopted Risk Management Policy. The details of the Risk Management Policy are available on the Company's website and can be accessed through the link: https://www.alokind. com/assets/pdf/investor-relations/policies/Risk_Policy. pdf. There has been no change in the Policy during the year under review.

Further details on the Risk Management activities including the implementation of Risk Management Policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report. In the opinion of the Board of Directors, none of these risks affect and/or threaten the existence of the Company.

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Company's website and can be accessed through the link: https://www.alokind.com/assets/ pdf/investor-relations/policies/Whistle_Blower_Policy.pdf.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Nirav Parekh (DIN 09505075) and Mr. Anil Kumar Rajbanshi (DIN 03370674), retire by rotation at the ensuing Annual General Meeting. The Board of the Directors of the Company based on recommendation of Nomination and Remuneration Committee has recommended their appointment.

TheBoardofDirectors,basedonperformanceevaluation and as per the recommendation of the Nomination and Remuneration Committee has commended the re-appointment of Mr. A Siddharth (DIN: 00016278), Ms. Mumtaz Bandukwala (DIN: 07129301) and Mr. Rahul Dutt (08872616) as Independent Directors of the Company for a second term of 5 (five) consecutive years, effective 14th September, 2025 on completion of their current term of office.

Further, the Board is also seeking requisite approval of the Members pursuant to Regulation 17(1A) of the Listing Regulations, for continuation of Mr. A Siddharth, as an Independent Director on the Board, who will be attaining the age of 75 years during the course of his second term as Independent Director. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company and the Board considers that, given his professional background, experience and contributions made by him during his tenure, the continued association of Mr. A Siddharth would be beneficial to the Company. Further, Mr. A Siddharth meets the description of the role and capabilities required of an independent director identified by the Nomination and Remuneration Committee.

A detailed profile of Mr. Nirav Parekh, Mr. Anil Kumar Rajbanshi, Mr. A Siddharth, Ms. Mumtaz Bandukwala and Mr. Rahul Dutt along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

The Company has received declarations from all the Independent Directors of the Company confirming that: a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; b) they have registered their names in the Independent Directors' Databank; c) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and integrity.

The terms and conditions of appointment of Independent Directors are also available on the Company's website and can be accessed through the link: www.alokind.com/assets/pdf/investor-relations/ policies/Terms_and_Conditions_of_Appointment_of_ the_Independent_Directors.pdf.

In the beginning of the financial year 2024-25, the following officials of the Company, viz., Mr. Harsh Bapna, Chief Executive Officer, Mr. Vinod Sureka, Chief Financial Officer and Mr. Hitesh Kanani, Company Secretary were Key Managerial Personnel of the Company.

During the year under review, the following changes took place in the Key Managerial Personnel of the Company.

- Mr. Vinod Sureka resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from 1st June, 2024.

- Mr. Anil Kumar Mungad was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 1st July, 2024.

At the end of the financial year 2024-25, the following officials of the Company, viz., Mr. Harsh Bapna, Chief Executive Officer, Mr. Anil Kumar Mungad, Chief Financial Officer and Mr. Hitesh Kanani were Key Managerial Personnel of the Company.

Subsequent to close of the financial year 2024-25, the following changes took place in Key Managerial Personnel of the Company :

- Mr. Anil Kumar Mungad stepped down as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 29th April 2025.

- Mr. Jinendra Kumar Jain was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 30th April 2025.

- Mr. Hitesh Kanani resigned as the Company Secretary and Compliance Officer of the Company with effect from 2nd May 2025.

- Mr. Anshul Kumar Jain was appointed as the Company Secretary and Compliance Officer of the Company with effect from 5th May 2025.

Following are the Key Managerial Personnel of the Company as on date of this Report: a. Mr. Harsh Bapna, Chief Executive Officer; b. Mr. Jinendra Kumar Jain, Chief Financial Officer; and c. Mr. Anshul Kumar Jain, Company Secretary; The Board on the recommendation of the Nomination and Remuneration Committee has framed Policy for Selection of Directors and Determining Directors' Independence and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees in compliance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations and the same are available on the Company's website and can be accessed through the link: https://www.alokind.com/ assets/pdf/investor-relations/policies/Policy_for_Selection_ of_Directors_and_Determining_Directors'_Independence. pdf and https://www.alokind.com/assets/pdf/investor-relations/policies/Remuneration_Policy.pdf, respectively. The Policy for Selection of Directors and determining Directors' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors' independence, if the person is intended to be appointed as independent director. There has been no change in the policy during the year under review. The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policies during the year under review.

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors (including independent directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The independent directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee member(s). The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees.

A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

Eight meetings of the Board of Directors were held during the year. The particulars of meetings held and attendance of each director are detailed in the Corporate Governance Report forming part of this Annual Report.

The composition of the Committees as on March 31, 2025 is as under:

The Audit Committee comprises Mr. A. Siddharth (Chairman), Ms. Mumtaz Bandukwala, Mr. Rahul Dutt and Mr. V. Ramachandran.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

The Nomination and Remuneration Committee comprises Mr. Rahul Dutt (Chairman), Mr. A. Siddharth, and Mr. Hemant Desai.

The Stakeholders Relationship Committee comprises Mr. Anil Kumar Rajbanshi (Chairman), Ms. Mumtaz Bandukwala, Mr. A. Siddharth, and Mr. V. Ramachandran.

The Corporate Social Responsibility and Governance Committee comprises Ms. Mumtaz Bandukwala (Chairperson), Mr. Rahul Dutt, and Mr. V. Ramachandran.

The Risk Management Committee comprises Ms. Mumtaz Bandukwala (Chairperson), Mr. Anil Kumar Rajbanshi, and Mr. V. Ramachandran.

The Board has constituted a voluntary committee known as the ‘Managing Committee' to manage the day-to-day affairs of the Company and authorised to take all such decisions and actions as may be required to be taken in the ordinary course of the business.

During the year under review, the Managing Committee was re-constituted by appointing Mr. Harsh Bapna and Mr. Anil Kumar Mungad as members of the Committee and Mr. Vinod Sureka and Mr. Bijay Agrawal ceased to be members of the Committee.

The Manging Committee as on 31st March, 2025 comprises Mr. V. Ramachandran, Mr. Harsh Bapna, Mr. Anil Kumar Mungad and Mr. Rajbir Saini.

The Managing Committee was further re-constituted post closure of the financial year by appointing Mr. Jinendra Kumar Jain as member of the Committee and Mr. Anil Kumar Mungad ceased to be member of the Committee.

The Managing Committee as on date of this report comprises Mr. V. Ramachandran, Mr. Harsh Bapna, Mr. Jinendra Kumar Jain and Mr. Rajbir Saini.

Pursuant to the requirement under Section 134 of the Act, with respect to Directors' Responsibility Statement, your Directors state that: (i) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same; (ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates 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 losses of the Company for the financial year ended on that date; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts for the financial year ended 31st March, 2025 on a going concern basis; (v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review: a) All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms' length basis. b) The contracts / arrangements / transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure - 3 to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at https://www.alokind.com/assets/pdf/investor-relations/policies/Policy_on_Materiality_of_RPT.pdf. There has been no change in the policy during the year under review.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 39 of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews the adequacy and effectiveness of Company's Internal Controls and monitors the implementation of audit recommendations.

S R B C & CO LLP, Chartered Accountants will complete their present term on conclusion of the ensuing Annual General Meeting.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Board has recommended the appointment of M/s. Chaturvedi & Shah LLP, Chartered Accountants, (ICAI Regn. No.101720W/W100355) as Auditors of the Company, for a period from the conclusion of thirty - eighth Annual General Meeting till the conclusion of forty - third Annual General Meeting of the Company. M/s. Chaturvedi & Shah LLP have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.

Pursuant to the provisions of Section 148 of the Act, read with the Rules made thereunder, the Company has appointed B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Reg. No. FRN-000011) to undertake the audit of the cost records of the Company for the financial year ended 31st March, 2025.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice convening the AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Rules made thereunder, the Company has maintained cost accounts and records.

The Board had appointed Mr. Virendra G Bhatt, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report relating thereto is annexed herewith and marked as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the Company the appointment of Mr. Virendra G Bhatt, Practicing Company Secretary (Membership No.: A1157; Certificate of Practice No.: 124), as the Secretarial Auditor of the Company for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company. They have confirmed their eligibility and qualification required under the Act and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best governance practices. The Corporate Governance Report as stipulated under the Listing Regulations forms part of this Annual Report. Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company's website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/ general-meetings/2024-25/Business_Responsibility_and_ Sustainability_Report.pdf

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith and marked as Annexure - 5.

The Annual Return of the Company as on 31st March, 2025, is available on the Company's website and can be accessed through the link: https://www.alokind.com/generalmeeting. html.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder.

During the year under review: a. Number of complaints of sexual harassment received in the year – Nil b. Number of complaints disposed off during the year – Nil c. Number of cases pending for more than ninety days - Nil

The Company has complied with all the provisions of the Maternity Benefit Act, 1961.

Industrial relations have been cordial at all the manufacturing units of the Company.

In terms of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Board's Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Board's Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write their e-mail to investor.relations_alokind.com.

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares and ESOS) to Directors and employees of the Company under any scheme.

4. None of Directors of the Company have received any remuneration or commission from any of its subsidiaries.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There has been no change in the nature of business of the Company.

7. There has been no change in capital structure of the Company.

8. The Company has not issued any warrants, debentures, bonds or any non-convertible securities.

9. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

10. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

11. Statement of deviation or variation in connection with preferential issue.

12 The financial statements of the Company were not revised.

13. The Company has not failed to implement any corporate action.

14. No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Company's operations in future.

15. There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year upto the date of this Annual Report. Further, there are no other development during the year which can be considered as material.

16. There was no application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016. 17. There was no instance of one-time settlement with any Bank or Financial Institution.

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the government and regulatory authorities, stock exchanges, depositories, banks, customers, vendors and Members during the year under review.