Your Directors have pleasure in presenting the 104th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2024.

RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

The Financial Results are as under:

? Accounts for the year ended 31st March 2024 have been prepared in conformity with Indian Accounting Standards

(‘Ind AS') notiied under section 133 of Companies

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.

FINANCIAL PERFORMANCE

The Company's performance was satisfactory during the year.

The Company's gross income for the inancial year ended 31st

March 2024 stood at Rs. 195.05 lakhs as against Rs. 278.05 lakhs in 2022-23. Proit/Loss before tax stood at Rs. 52.71 lakhs in 2023-24 as against Rs. 138.54 lakhs proit before tax and exceptional items in 2022-23. Proit/ Loss after tax of the

Company stood at Rs. 72.26 lakhs as against Rs. 147.97 lakhs in 2022-23. The performance of the Company's non-current investments was also satisfactory. As on 31st March, 2024 other comprehensive income net of tax amounted to Rs. 1404.33 lakhs for the year. The proit realized on sale of non-current investments was transferred to Retained earnings in conformity with the Accounting Standards.

The Company is developing its property in Kolkata where the work is complete. Barring unforeseen circumstances, we are hopeful that the Completion Certiicate from the Municipal authorities would be received shortly.

The operations of the fully owned subsidiary Alfred Herbert Limited were discontinued due to non viability with effect from 31st May, 2021.

DIVIDEND

Your Directors take pleasure in recommending for approval the payment of Dividend of Rs. 4/- (per share) on 771429 Equity Shares of the Company for the year ended 31st March, 2024 subject to the approval of the Members in the 104th Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Company has transferred Rs. 100 lakhs to the General Reserve Account and Rs. 14.45 lakhs to the Special Reserve Account.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the

Company during the inancial year 2023-24.

MEETINGS OF THE BOARD

Five 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 some report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at www.alfredherbert.co.in

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. S. Jain, Independent Non- Executive Director, passed away on 6th November, 2023. The Board expressed its deep sorrow and regret and recorded its deep appreciation of the immense and valuable support, guidance and contribution extended by Mr. S. S. Jain to the Company during his many years as a valued member.

Mr. Ashish Poddar (DIN 00282980) was appointed as a Director and Non-Executive Independent Director on the Board of the Company not liable to retire by rotation, for a tenure of 5 (ive) years with effect from 27th December, 2023

Pursuant to the provisions of the Companies Act, 2013, Mr. H 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.

Pursuant to the provisions of section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

Mr. V Matta Chief Executive Oficer

Mrs. Shobhana Sethi Chief Financial Oficer and Company

Secretary

There is no change among the Key Managerial Personnel during the year under review.

INDEPENDENT DIRECTORS AND THEIR DECLARATION OF INDEPENDENCE

As on 31st March, 2024, 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 Act and Listing Regulations. Each Independent Director has conirmed 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 have 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 proiciency) as required under the and the Rules made thereunder.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(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.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A majority of the committees consists entirely of Independent Directors. During the year 4 meetings of Audit Committee, 2 meetings of Stakeholders Relationship Committee and 2 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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 Non-banking Financial Company.

SHARE CAPITAL

The Paid –Up Equity Share Capital of the Company as on 31st March 2024 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.

DISCLOSURE ON DEPOSIT UNDER CHAPTER V

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.

SECRETARIAL STANDARDS

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

LISTING ON STOCK EXCHANGE

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no signiicant material orders passed by the

Regulators/Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual inancial statements for the year ended 31st March 2024, 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 2024 and of the proit of the Company for the year ended on that date

c) that proper and suficient 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 inancial statements have been prepared on a going concern basis;

e) that proper internal inancial controls were in place and that the inancial 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.

AUDITORS AND AUDITORS' REMARKS

STATUTORY AUDITORS

M/s. ALPS & Co. Chartered Accountants (Firm Registration No. FRN 313132E) existing Auditors of the Company were appointed for a period of 5(ive) years by the Members 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.

INTERNAL AUDITORS

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 inancial year 2023-24.

SECRETARIAL AUDITOR

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 Ms. Madhuri Pandey, Practicing Company Secretary as Secretarial Auditor of the Company for the inancial year

2023-24.

AUDIT REPORTS

The Auditors' Report for inancial year 2023-24 does not contain any qualiication, reservation or adverse remark. The Report is enclosed with the inancial statements in this

Annual Report.

As required by the Listing Regulations, the Practicing

Company Secretary's certiicate on corporate governance inancial year 2023-24 is enclosed to the Board's report. The certiicate does not contain any qualiication, reservation or adverse remark.

The Secretarial Auditors' Report for inancial year 2023-24 does not contain any qualiication, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as ‘Annexure A' to the Board's report in this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

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.

CORPORATE SOCIAL RESPONSIBILITY:

The proit of the Company is less than the amount speciied under section 135 of the Companies Act, 2013 and, thereby, provision of Corporate Social Responsibilities and Obligations thereof are not applicable to the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION,RESEARCHANDDEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE GOVERNANCE

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 Certiicate from the Auditors conirming the compliance, is annexed and forms part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the inancial position of the Company between the end of inancial year and the date of the Report.

SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two wholly owned Subsidiaries (WOS) as on 31st March, 2024. 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,for

Statement of Proit & Loss and other documents of the

Subsidiary Companies are not being attached with the Balance

Sheet of the Company. However, the inancial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular in Form AOC 1.

The consolidated inancial statements presented by the Company include inancial 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

CONSOLIDATED FINANCIAL STATEMENT

The consolidated inancial 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 inancial position of each of the subsidiaries included in the consolidated inancial statements is presented in a separate section in this Annual Report.

BUSINESS RISK MANAGEMENT

The main identiied 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 identiied and addressed on timely

Risk Management strategy as approved by the Board of Directors is implemented by the Company Management

PARTICULARS OF EMPLOYEES:

Pursuant to the Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company paid an aggregate sum of Rs. 14.89 lakh to Key Managerial Personnel, Mr. V Matta, Chief Executive

Oficer and Mrs. Shobhana Sethi, Company Secretary & Chief Financial Oficer.

MAINTENANCE OF COST RECORDS

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

DEFAULT IN PAYMENT OF LOAN

During the year there is no default in payment of loan facility availed from Bank or Financial Institution, therefore details of difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from bank or inancial institutions is not applicable.

VIGIL MECHANISM

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 .

NOMINATION & REMUNERATION POLICY

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.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and scale of its operations. The Company has in place adequate internal control systems and procedures which are commensurate with its size and nature of business.

The objective of these procedures is to ensure eficient use and protection of the Company's resources, accuracy in inancial reporting and due compliance with statutes, corporate policies and procedures. Internal Audit is conducted periodically by

Chartered Accountant/ Audit irms who verify and report on the eficiency and effectiveness of internal controls.

RELATED PARTY TRANSACTIONS

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 withbasis.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 signiicant 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 34 to the Standalone inancial statement which sets out related party disclosures.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

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 Company has not received any complaints during the year.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code, 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 inancial year not applicable.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies

Act, 2013, the declared dividend for the inancial year 2015-

16, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company on 23rd August, 2023 to the IEPF established by the Central Government pursuant to Section 125 of the said Act. As on 31st March, 2023, the Company has transferred Rs. 90,768/- to Investor Education and Protection Fund.

Pursuant to the provisions of Section 125 of the Companies

Act, 2013, the declared dividend for the inancial 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 www.alfredherbert. co.in/investors.

TRANSFER OF UNPAID SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

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 or more in the name of designated demat account of the IEPF Authority. A notice had been sent to all concerned shareholders isat 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, 2024, the Company has transferred 1833 no. of shares to IEPF Demat Account which accounts 0.24% of total shareholding of the company.

CAUTIONERY STATEMENT

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

PERSONNEL

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