Dear Members,

Your Directors have pleasure in presenting their 35^th Annual Report together with the Financial Statements and Auditor's Report of the Company for the financial year ended on 31^st March, 2024.

1. Financial Results

A summary of the company's financial result for the financial year 2023-24 is as under:

(Rs. in Lakhs)

Your company has achieved record revenues of ' 76451.64 lakhs, demonstrating a growth rate of 8.78%. However, the company has reported the growth in volume and revenue across all its value- added product portfolios except IMIL. During the year, the IMIL (Indian Made Indian Liquor) revenue was ' 19,150.72 lakhs as against ' 24,010 lakhs in previous year on account of change in state government policies putting maximum cap for allocation. The IMFL (Indian Made Foreign Liquor) proprietary & licensed brand portfolio reported a combined revenue of ' 32,804.59 lakhs as against ' 30,510 lakhs, experiencing a moderate growth.

The paid-up equity share capital of the company as at March 31, 2024 stood at Rs. 1,807.92 lakhs divided into 1,80,79,200 equity shares of Rs. 10/- each.

- Preferential Allotment : During the year, the company proposed and thus allotted 9,00,000 warrants at price of Rs. 485/- each convertible into 9,00,000 lakhs equity shares of Rs. 10/- each at a premium of Rs. 475/- per share in one or more tranches within a period of 18 months from the date of allotment i.e 28^th March 2024 on preferential basis to two promoters of the company of the company as per provisions of the SEBI (ICDR) Regulations, 2018 and the SEBI (LODR), Regulations 2015

Your directors have recommended dividend for approval of the members at the ensuing 35^th Annual General Meeting a dividend of 20% i.e. Rs. 2.00/- each (previous year 10% i.e. Rs. 1.00/- each) on 18079200 Equity Shares of face value of Rs. 10/- each the aggregate amount being Rs. 361.58 lakhs, payable to shareholders whose name appear in the Register of Members as on the Book Closure Date/Record Date.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions reasonably present the Company's state of affairs, profits and cash flows for the year ended 31^st March, 2024. The Notes No. 2, 3 & 4 to the Financial Statements adequately cover the accounting policy and form an integral part of this report.

Dr. Swaraj Kumar Puri (DIN: 10522141) has been appointed as additional Director on 26^th February, 2024 and confirmed in the Extra Ordinary General Meeting held on 23^rd March, 2024.

Mr. Nitin Tibrewal (DIN: 01892892) term as an Independent Director has been completed on 31^st March, 2024 from the closure of business hours.

During the period under review following are the Key Managerial Personnel of the company as on 31^st March, 2024:

1. Mr. Prasann Kumar Kedia - Managing Director

2. Mr Anshuman Kedia - Whole Time Director (has been redesignated as Whole Time Director & CEO w.e.f. 02^nd May, 2024).

3. Mr. Tushar Bhandari - Whole Time Director

4. Mr. Ankit Agrawal - Chief Financial Officer

5. Mr. Sumit Jaitely - Company Secretary

During the year Eight (8) Board, Five (5) Audit Committee, Three (3) Stakeholders Relationship committee, Two (2) Nomination and Remuneration Committee, Four (4) CSR Committee Meetings and Two (2) Risk Management Committee Meetings were convened and held. The details of the same is disclosed in Corporate Governance report.

Pursuant to the provisions of the Companies Act, 2013 and the Regulation 25 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors.

The Directors were satisfied with the evaluation results, which reflected overall engagement of the Board and its Committees with the Company.

As part of its initiatives under "Corporate Social Responsibility” (CSR), the company has constituted Corporate Social Responsibility Committee. The CSR Committee has framed the CSR policy of the company. The Committee has made expenditure which form part of this report.

Annual Report on CSR activities is annexed herewith as "Annexure B”.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in the Regulation 27 of the SEBI (LODR) Regulations, 2015 as applicable to the Company. A separate report on Corporate Governance and Auditors Certificate thereon are included as part of the Annual Report.

All related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business and that the provision of section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. Further there is no material related party transaction during the year under review with the Promoter, Directors or Key Managerial Personnel.

All related party transactions are places before the Audit Committee as also the Board of Directors for approval. Omnibus approval was obtained on a yearly basis for transactions which are repetitive in nature. The details of the related party transaction are disclosed in Notes No. 43 of the Financial Statements.

The Company's system of financial and compliance controls with reference to the financial statements and risk management is embedded in the business process by which the Company pursues its objectives.

Management is responsible for establishing and maintaining adequate disclosure controls and procedures and adequate internal controls over financial reporting with respect to financial statements besides its effectiveness in the context of applicable regulations.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls for financial reporting with respect to financial statements.

M/s Singhi & Co., Chartered Accountants, Kolkata (FRN: 302049E) were re-appointed as Statutory Auditors of your company at the 33^rd Annual General Meeting held on 05^th August, 2022, for the second term of 5 (five) consecutive years to hold office till the conclusion of 38^th Annual General Meeting of the Company to be held in the year 2027.

The Report given by the Auditors on the financial statement of the company forms part of this Report and are self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Board of Directors under section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata to conduct secretarial audit of the company for the financial year 2023-24. The Secretarial Audit report for the Financial Year ended 31^st March, 2024 is annexed herewith as "Annexure C” and forms part of this report. The report is self-explanatory and do not call for any comments.

Further, the Board has appointed M/s K. Arun & Co. (Practicing Company Secretaries), Kolkata as Secretarial Auditor for the financial year 2024-25.

The Cost Audit was not applicable for the financial year 2023-24.

The Board on the recommendation of the Audit Committee has appointed M/s M.P. Turakhia & Associates Cost Accountant as the Cost Auditor for the financial year 2024-25.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31^st March, 2024 is available on the Company's website on https://associatedalcohols.com/investor-contact/

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

Information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings/ outgo is appended hereto as "Annexure D” and forms part of this report.

The particulars of Loans, Guarantees and Investment in pursuance to Section 186 of the Companies Act, 2013 are given in the Notes No. 50 the financial statements.

During the year, the Company has incorporated a wholly-owned subsidiary, "Associated Alcohols and Breweries (Awadh) Limited” ("AABL Awadh”), on 23^rd February, 2024 to establish a bottling cum distillery unit in the state Uttar Pradesh. The initial investment and certificate of commencement of business by the AABL Awadh has been obtained after 31^st March, 2024.

Hence, the board is of the view that requirement for the consolidation of accounts is not applicable for the financial year ended 31^st March, 2024.

Statement containing the salient features of Financial Statement of subsidiary pursuant to provisions of section 129(3) in form AOC-1 annexed herewith as “Annexure F” and forms part of this report.

The Company did not have any Associate Company or Joint Venture.

During the year your company has not accepted any deposit from public under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

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

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• 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.

• During the year under review, there were no cases filed or reported pursuant to the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• No instances of fraud reported by auditor under section 143(12) of the Companies Act, 2013.

• There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016

• During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

• The company did not undergo any change in the nature of its business during the financial year.

The relation between the employees and the management has been cordial throughout the year under review and the Directors place on record their appreciation for the efficient services rendered by the employees at all levels.

Disclosures pertaining 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 is annexed hereto as "Annexure A” and forms part of this report.

The company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the company.

As per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has constituted Internal Complaints Committee (ICC) as per the requirements.

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF” or "Fund”) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

The Company had advertised a notice in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2014-15 & FY 2015-16.

Members/claimants whose shares or unclaimed dividend, have been transferred to the IEPF demat Account or the Fund, as the case may be, may claim the shares or apply for a refund by approaching the company or the Company's RTA for issue of Entitlement Letter along with all the required documents, after making an application to the IEPF Authority in Form IEPF - 5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

The Company will be transferring such unpaid or unclaimed dividends and corresponding shares to IEPF, in relation to FY 2016-17 within statutory timelines. Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund.

The amount of Rs. 4.26 lakhs related to financial year 2015-16 which was required to be transfer to IEPF on 20^th November, 2023 was transfer on 18^th January, 2024. This delay is on account of procedural issues.

No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your Company and date of this report.

The Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Report is also uploaded on the website of the Company and is available on the Company's website on https://www.associatedalcohols.com/policies/.

The details about the prospects / outlook of your company are provided under the Management Discussion and Analysis forming part of this report.

Your Directors express their sincere appreciation for the co-operation and support received from shareholders, bankers, financial institutions, regulatory bodies, customers, suppliers, employees and other business constituents during the year under review.