The Board of Directors is pleased to present the Company’s Fiftieth (50^th) Annual Report together with the Audited
Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s
financial performance for the year under review, along with the previous year’s figures, are given hereunder-

2. RESULT OF OPERATIONS AND THE
STATE OF AFFAIRS

During the year under review, on a consolidated basis,
the Company achieved total revenue of ' 66,196.23
Lakhs, Earnings before interest, tax, depreciation
and amortisation (EBITDA), before exceptional items
of ' 7,025.66 Lakhs and Profit before tax (PBT),
before exceptional items, of ' 5,489.37 Lakhs. On a
standalone basis, the Company achieved total revenue
of ' 65,659.87 Lakhs, Earnings before interest, tax,
depreciation and amortisation (EBITDA), before
exceptional items of ' 6,912.99 Lakhs and Profit before
tax (PBT), before exceptional items, of ' 5,378.37
Lakhs. Despite the several challenges being faced by
the Chemical Industry owing to various factors such
as geopolitical crises, disruption of supply chain, weak
demand and lower product realisation, your company
remained focused and resilient and achieved marginal
growth over the previous year in terms of revenue
and profitability. For more details on the Consolidated

and Standalone performance, please refer to the
Management Discussion & Analysis forming part of this
report.

3. DIVIDEND

For FY 2024-25, the Board of Directors has
recommended a dividend of 25% i.e. ' 0.50/- per Equity
Share of the Company of Face Value of ' 2/- each
(Previous year ' 0.50/- per equity share of ' 2/- each i.e.
25%). The Dividend, subject to the approval of members
at the ensuing 50^th Annual General Meeting, if declared,
then total dividend outgo for the financial year 2024¬
25 would absorb a sum of approximately ' 275.10
Lakhs (inclusive of TDS). The Company has fixed
Friday, September 12, 2025 as the ‘Record date’ for
determining the entitlement of Members to dividend
for the financial year ended March 31, 2025, if declared
at the AGM and will be paid within the time stipulated
under the Companies Act, 2013 (subject to deduction
of Tax at source).

4. SHARE CAPITAL

During the year, there were no changes in the share capital of the Company. The Company’s Share Capital structure
as on March 31, 2025, is as follows:

During the year under review, the Company has neither
issued shares with differential voting rights nor granted
any stock options or issued any sweat equity or Bonus
Shares. Further, the Company has not bought back any
of its securities during the year under review and hence
no details/information are invited in this respect. As on
March 31, 2025, none of the Directors and promoters of
the Company hold instruments convertible into equity
shares of the Company.

5. REDEMPTION OF ENTIRE OUTSTANDING
NON-CONVERTIBLE DEBENTURES (NCDS)

The Company had issued 1335 nos. of 13% Unlisted,
Unrated, Secured, Redeemable, Non-Convertible
Debentures (“NCDs”) of face value of ' 1.00 Lakh each
amounting to ' 13,35,00,000/- (Rupees Thirteen
Crores and Thirty-Five Lakhs only). The said NCDs were
issued on a private placement basis in March 2015 for
a period of Ten (10) years and were due for redemption
in the month of March 2025. Further, during the year
under review, no Call and/or Put options were exercised.
Accordingly, the Company has redeemed its entire
outstanding 1335 Nos. of 13% Unlisted, Unrated,
Secured, Redeemable, Non-Convertible Debentures,
of ' 1.00 Lakh each, amounting to ' 13,35,00,000/-
(Rupees Thirteen Crores and Thirty-Five Lakhs only)
along with payment of applicable interest on the
due date and as on March 31, 2025 there are NIL
outstanding NCDs. The Company has paid interest to
its Debenture holders on a timely and regular basis.

6. TRANSFER TO RESERVES

No amount was transferred to General Reserve (previous
year NIL), and all other surplus is proposed to be held as
retained earnings.

Further, as mentioned in Para 5 above, on account of
redemption of the entire outstanding Non-Convertible
Debentures, the balance of debenture redemption
reserve of ' 300.60 Lakhs was transferred to retained
earnings.

Further, pursuant to Section 73(2)(c) of the Companies
Act, 2013, read with Rules made thereunder, the
Company is required to maintain an amount equal to
20% of the Deposits maturing in the following financial
year in the Deposit Repayment Reserve Account.
Accordingly, the requirement of Deposit Repayment
Reserve Account for the current financial year is ' 65.30
Lakhs and the Company has maintained the same for
FY 2025-26.

7. EXPORT

During the year under review, the Company had revenue
from Export sales of ' 35,069.96 Lakhs as compared
to ' 34,713.76 Lakhs in the previous year. Export sales
contributed about 53.41 % of the total Turnover of the
Company. The Company is now exporting its products
to more than 85 countries globally.

8. SUBSIDIARY/ASSOCIATE COMPANY

a) Amines and Plasticizers FZ-LLC, UAE -
Wholly Owned Subsidiary:

The Company’s wholly owned subsidiary: Amines and
Plasticizers FZ-LLC in Ras Al Khaimah, Free Trade Zone,
UAE reported a profit of ' 111.00 Lakhs for the third
time since its inception.

The operational performance and affairs of the subsidiary
have been reviewed by the Audit Committee and Board
of Directors of the Company. Pursuant to Section 129
(3) of the Companies Act, 2013 (“the Act”), Consolidated
Accounts of the Company and its subsidiary have been
prepared and subjected to Audit, which is a part of this
Annual Report. In accordance with Section 129 (3) of
the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features
of the financial statement of the subsidiary in the
prescribed format AOC-1 is provided in the Financial
Statement, which forms an integral part of this report.
The statement also provides details of the performance
and financial position of the subsidiary.

Further, pursuant to the provisions of Section 136 of
the Act, the audited financial statement, including the

consolidated financial statement of the Company and
all other documents required to be attached thereto,
are available on the Company’s website and can be
accessed at https://www.amines.com/annual-report.
html. The financial statements of the subsidiaries
are also available on the Company’s website and
can be accessed at https://www.amines.com/pdf/
subsidary-accoun/2024-2025/subsidiaries-
accounts-2024-25.pdf.

b) Radiance MH Sunrise Six Private Limited:

As you are aware, the Company holds a stake of 26% as
a statutory pre-condition in "Radiance MH Sunrise Six
Private Limited” ("Radiance”), a Solar Power producing
Company to meet its energy requirements. The
Radiance is engaged in the business of development,
construction, operation, and maintenance of solar power
plants in India and developing, constructing ground-
mounted, grid-connected solar (photovoltaic) electric
generating facilities. The power producer i.e. Radiance
has commissioned a dedicated Solar Power Plant for
the Company, and the Company receives power at a
concessional rate, thereby reducing the electricity bills
of the Company to a certain extent. This arrangement is
facilitated by the State Govt of Maharashtra and one of
the terms of Venture is that the Recipient of power must
invest min 26% equity in the power producing company
(SPV) to avail this benefit of power at a reduced rate.
The Company has therefore held a 26% equity stake in
Radiance according to a Statutory mandate by the State
Government for forming/investing in such a Special
Purpose Vehicle. The Company has neither significant
influence over this company nor any participative
rights in the Management of the said Company. In view
thereof, Radiance MH Sunrise Six Pvt. Ltd. had not been
considered as an associate company for consolidation
purpose as it is a pure investment activity in the said
Company to obtain Power at a concessional rate.

The Company neither has any Foreign Direct Investment
(FDI) nor has invested as any Downstream Investment
in any other Company in India.

Apart from the above-disclosed, the Company does not
have any Associate or Joint Venture Companies, nor has
any company become or ceased to be a Subsidiary, joint
venture or associate company during the year under
review. Further, the Company’s policy on determining
the material subsidiary, as approved by the Board,
is uploaded on the Company’s website and can be
accessed at https://www.amines.com/pdf/policies/
policv-on-material-subsidiarv.pdf.

9. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3)
of the Companies Act, 2013, the Annual Return of the
Company is available on the website of the Company at
https://www.amines.com/annual-return.html

10. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL, INCLUDING
THOSE WHO WERE APPOINTED OR HAVE
CEASED/RESIGNED DURING THE YEAR
2024-25 AND DIRECTOR LIABLE TO
RETIRE BY ROTATION IN THE ENSUING
ANNUAL GENERAL MEETING (“AGM”)

a) Changes took place in the composition of
the Board of Directors of the Company
Appointment of Non-Executive Independent
Directors

At the 49^th AGM of the Company, in accordance with
Sections 149,150,152 read with Schedule IV and any
other applicable provisions, if any, of the Companies
Act, 2013 ("the Act”) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the
applicable provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), on the recommendation
of the Nomination and Remuneration Committee
(NRC) and the Board, Mr. Nikunj Seksaria (DIN:
07014263), Mr. Pragyan Pittie (DIN: 10735025)
and Ms. Dhanyashree Jadeja (DIN: 10732864) were
appointed as Non-Executive Independent Directors
by the Members of the Company, not liable to retire
by rotations, to hold office for the first term of Five (5)
consecutive years on the Board of the Company w.e.f.
September 27, 2024, to September 26, 2029.

Re-appointment of Chairman & Managing
Director

At the 48^th AGM of the Company, in accordance with
the provisions of Sections 196, 197, 203 and other
applicable provisions, if any, read with Schedule V of
the Act and Rules made thereunder and applicable
provisions of Listing Regulations, Mr. Hemant Kumar
Ruia (DIN: 00029410) was re-appointed as Chairman
& Managing Director of the Company for a period of
Five (5) years w.e.f. April 01, 2024 to March 31, 2029.

Re-appointment of Whole Time Director
designated as ‘Executive Director’

At the 49^th AGM of the Company, pursuant to Sections
190, 196, 197, 200, 203 and other applicable provisions,
if any, read with Schedule V of the Act as amended
from time to time, the members of the Company had
appointed Mr. Yashvardhan Ruia (DIN: 00364888) as
Whole Time Director designated as Executive Director
of the Company for a period of Five (5) years w.e.f. June
01, 2025 to May 31, 2030 with a remuneration for a
period of 3 years from June 01, 2025 to May 31, 2028
on the terms and conditions as set out in the notice of
the 49^th AGM.

Cessation of Independent Directors on
completion of their second term of five (5)
consecutive years.

The tenure of Mr. Arun Shanker Nagar (DIN:
00523905), Mr. Brijmohan Jindel (DIN: 00071417)
and Mr. Pandurang Hari Vaidya (DIN: 00939149) came
to an end as Non-Executive Independent Directors w.e.f.
September 28, 2024 on completion of their second
term of five (5) consecutive years, and they ceased to
be the Director of the Company and accordingly the
Chairman/Members (as the case is) of the respective
Committees of the Board w.e.f. September 28, 2024.

Retirement by rotation and subsequent
re-appointment.

In accordance with the provisions of Section 152 of
the Act, and the Company’s Articles of Association,
Mr. Yashvardhan Ruia (DIN: 00364888), Executive
Director, was liable to be retired by rotation at the
49^th Annual General Meeting and, being eligible had
offered himself for re-appointment. Accordingly, he
was re-appointed as a director by the members of the
Company at the 49^th Annual General Meeting held on
September 27, 2024.

b) Changes took place in the Key Managerial
Personnel and other important positions
other than the Board.

During the year under review:

- Mr. Ajay Puranik, President (Legal) & Company
Secretary (FCS 4288), resigned from the position
of the Company Secretary and Key Managerial
Personnel w.e.f. April 30, 2024. Mr. Ajay Puranik
joined the company in the year 2001 and thus has
a very long and illustrious career with the Company,
spread over a period of over 24 years. The Board
places on record its appreciation for the valuable
services rendered by him during his tenure with
the Company.

- Ms. Suman Makhija, Compliance Officer (FCS
9925) resigned w.e.f. May 31, 2024. The Board
places on record its appreciation for the valuable
services rendered by her during her tenure with the
Company.

- Mr. Omkar Chandrakant Mhamunkar (ACS 26645)
was appointed by the Board as the Company
Secretary & Compliance Officer and Key Managerial
Personnel of the Company, w.e.f. August 08, 2024.

c) Changes took place in the Senior
Management

Apart from the changes mentioned above, there were
no changes in Senior Management during the year
under review.

d) Details of the Director liable to retire
by rotation in the ensuing Annual General
Meeting

Ms. Nimisha Dutia (DIN: 06956876), Non-Executive
Non-Independent Director of the Company, retires by

rotation at the ensuing 50^th AGM and, being eligible, has
offered herselffor re-appointment. The Board of Directors
of the Company, based on the recommendation of the
Nomination and Remuneration Committee (“NRC”),
has recommended her re-appointment as Director to
the members. As per the Secretarial Standard - 2 and
the Listing Regulations, a brief profile and other related
information of Ms. Nimisha Dutia (DIN: 06956876)
Non-Executive Non-Independent Director, retiring
by rotation is annexed as Annexure I to the Notice of
the Annual General Meeting which forms part of this
Annual Report.

11. DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors have submitted
their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of
the Listing Regulations, so as to qualify themselves
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
relevant rules thereof. In the opinion of the Board, all
the Independent Directors fulfilled the conditions
of Independence and they were independent of the
management. The Independent Directors had also
confirmed that they have complied with the Company’s
Code of Business Conduct & Ethics.

In the opinion of the Board, the Independent
Directors fulfill the conditions for appointment as an
Interdependent Directors and they possessed the
requisite integrity, experience, expertise, proficiency
and qualifications to serve the Board and the Company.
Further in pursuance of the provisions of Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014, all Independent Directors of the
Company were registered with the IICA.

In terms of the requirements of the Listing Regulations,
the Board had identified core skills, expertise and
competencies of the Directors in the context of the
Company’s businesses for effective functioning, which
are detailed in the Corporate Governance Report which
forms part of this report.

12. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 (“the Act”), as of March 31, 2025,
the Company has three (3) Key Managerial Personnel viz.
Mr. Hemant Kumar Ruia as the Chairman & Managing
Director, Mr. Pramod Sharma as the Chief Financial
Officer and Mr. Omkar Mhamunkar as Company
Secretary & Compliance Officer of the Company.

13. SENIOR MANAGEMENT

Details of the core Senior Management Team consisting
of Divisional Heads and information about them are
provided in the Corporate Governance Report, which
forms part of this report.

14. NOMINATION AND REMUNERATION
POLICY

The policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company is already in
place.

The salient features of the Policy are:

a) laying down the guiding principles for ensuring
Board diversity;

b) determining criteria for recommending the
appointment and removal of all Directors, Key
Managerial Personnel and Senior Management;

c) setting out a Comprehensive framework that
assures fair and just remuneration to the Directors,
Key Managerial Personnel, Senior Management
Personnel such that the Company’s business
strategies, values, key priorities and goals are in
harmony with their aspirations; and

d) laying down the criteria for appointment of Key
Managerial Personnel/Senior Management and
other employees and performance evaluation
which are considered by the Nomination and
Remuneration Committee and the Board of
Directors while making selection of the candidates.

The details of this policy are available on the website
of the Company and can be accessed at https://www.
amines.com/pdf/policies/nomination-remuneration-
policy.pdf and briefly explained in the Corporate
Governance Report, which forms part of this Report.

15. FAMILIARIZATION/ORIENTATION
PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization/
Orientation Program on being inducted into the Board.
Independent Directors of the Company are made
aware of their role, responsibilities, and liabilities at the
time of their appointment/reappointment. They are
also made aware of the Company’s Board and Board
Committee framework, policies, and procedures. At the
Board meeting, the Chairman and Managing Director/
Executive Director on a regular basis, appraise to the
entire Board including Independent Directors on the
Company’s operations and business plans, the nature
of industries in which the Company operates and
the model of its respective businesses and provides
periodical updates on regulatory front, industry
developments and any other significant matters of
importance. Each member of the board, including
the Independent Director, is provided with complete
access to any information relating to the Company
whenever they so request. The Company also highlights
to the Independent Directors on the changes in the key
regulations impacting the Company or the functioning,
roles and responsibilities of the Board members.
The Company issues a formal letter of appointment
to the Independent Directors, outlining their role,
function, duties and responsibilities, the format of
which is available on the Company’s website at www.
amines.com/pdf/policies/Draft-Term-and-condtions-
of-Appointment-of-Independent-Directors.pdf The
details of familiarization program are provided in the
Corporate Governance Report and is also available
on the Company’s website and can be accessed at
www.amines.com/familiarisation-programme-for-
independent-directors.html

16. MEETINGS OF THE BOARD

The Board met Five (5) times during the financial year 2024-25 i.e. on May 28, 2024, August 08, 2024, October
14, 2024, November 14, 2024, and February 13, 2025. The details are as under:

The detailed composition of the Board, changes during the year, particulars of meetings held and attended by
each Director and all other information required as per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (as amended), hereinafter referred to as ("Listing Regulations”) are provided in the Corporate
Governance Report, which forms part of this Report.

17. COMMITTEES OF THE BOARD

The Board has constituted four (4) committees, namely the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. The Constitution
of the Committees is in commensurate with the Companies Act, 2013 and the Listing Regulations.

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Corporate Social Responsibility Committee

The detailed composition of the Committees, changes during the year, particulars of meetings held and attended
by each member and all other information required as per the Listing Regulations are provided in the Corporate
Governance Report, which forms part of this Report.

18. FORMAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board has carried out an annual evaluation of its own
performance, the performance of the individual directors
including Independent Directors, Chairman and the
working of its committees, based on the evaluation
criteria defined by the Nomination and Remuneration
Committee for the performance evaluation process.
Performance evaluation of Independent Directors was
done by the entire Board, excluding the Director being
evaluated. The evaluation was undertaken by way of
internal assessments, based on detailed questionnaires
and interactions. The performance of the Board was
evaluated by the entire Board after seeking inputs

from all the directors on the basis of criteria such as
the Board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the Committees was evaluated
by the Board after seeking input from the Committee
members on the basis of criteria such as the composition
of committees, effectiveness of Committee meetings,
Structure of Committee meetings, independence of
the committees from the Board and Contribution to the
decision of the Board. The performance of Independent
Directors was evaluated on the basis of Independence
and non-conflict of interest, independent views and
judgment and voicing opinion freely and participation
at the meetings. The performance of the Individual
Director was evaluated on the basis of criteria such as
Qualification, Experience, Knowledge and Competency,

ability to function as an effective team member,
availability and attendance for the Board/Committees,
Integrity, commitment and contribution to the Board.
The performance of Chairman was evaluated on the
basis of criteria such as efficient leadership, open-
minded, decisive, courteous, professionalism, able to
coordinate the discussion, able to steer the meeting
effectively, Impartiality, commitment, and protection of
shareholders’ interest while taking decisions.

Further, a separate meeting of Independent Directors
without the presence of the non-Independent Directors
of the Company was held on February 13, 2025, in
person, wherein all Independent Directors were present.
At this meeting, Independent Directors discussed and
evaluated the performance of the Chairman & Managing
Director, Non-Executive Non-Independent Director,
Executive Directors and the Board and Committees
as whole and also assessed the quality, quantity, and
timeliness of the flow of information between the
management of the Company and the Board that is
necessary for the Board to effectively and reasonably
perform its duties.

The performance of the Board, Committees, Individual
Directors, including Independent Directors and
Chairman was found satisfactory.

The Board Evaluation Policy recommended by NRC
and adopted by the Board can be accessed on the
Company’s website at https://www.amines.com/pdf/
policies/board-evaluation-policy.pdf.

19. CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with section 129(3) of the Companies
Act, 2013 ("the Act”) and applicable Indian Accounting
Standards, the consolidated financial statements of the
Company have been prepared, which were reviewed by
the Audit Committee and the Board of Directors of the
Company. A statement containing the salient features
of the financial statement of the Subsidiary in the
prescribed format AOC-1 is annexed to the Financial
Statements in the Annual Report.

In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated
financial statements and related information of the
Company and audited accounts of its subsidiary, are
available on the Company’s website at www.amines.
com. These documents will also be available for
inspection during business hours on every working day
at the Registered Office & Corporate Office till the date
of the Annual General Meeting of the Company.

In accordance with the provisions of the Act and
applicable provisions of Indian Accounting Standards
on Consolidated Financial Statements, the Company
also provides the Audited Consolidated Financial
Statements in the Annual Report.

20. PARTICULARS OF LOANS,
GUARANTEES, OR INVESTMENTS BY THE
COMPANY

During the year under review, the Company has
not provided any loans, guarantees or made any
investment which falls under Section 186 of the
Companies Act, 2013. Further, there are no guarantees
subsisting at the beginning of the year. The details of
loans and investments that are subsisting include
loans already given to M/s. Amines & Plasticizers FZ
LLC, Wholly Owned Foreign Subsidiary (Registration
Number- RAKFTZA-FZE-4017213) is provided in Note
No. 5 to the standalone financial statements and the
investment includes a) investment in equity shares of
Amines & Plasticizers FZ LLC, Wholly Owned Foreign
Subsidiary of the Company, b) Investment in equity
shares (26%) of Radiance MH Sunrise Six Pvt. Ltd.
(CIN-U40106M H2021PTC356786) as a statutory
pre-condition to meet its energy requirements and c)
investment held in government securities (national
saving certificate). The details of the same are provided
in note no. 4 to the standalone financial statements.
The loans and investments do not exceed the limits
prescribed under Section 186 of the Companies Act,
2013.

21. DEPOSITS FROM THE MEMBERS

During the year under review, the Company has accepted
unsecured Deposits from the members of the Company
to the tune of ' 2,94,00,000/- (Rupees Two Crores
Ninety-Four Lakhs only). The balance of Deposits as on
March 31, 2025 was ' 10,35,50,000/- (Rupees Ten
Crore Thirty-Five Lakhs Fifty Thousand only) and there
were no unpaid or unclaimed deposits lying with
the Company. The Company had taken approval of
Members of the Company at the 49^th AGM for invitation,
acceptance and renewal of Deposits from Members
of the Company under Section 73 of the Companies
Act, 2013 ("the Act”) and rules made thereunder. The
Company had filed DPT-1 (Circular Inviting Deposits)
with the Registrar of Companies, Shillong, Assam and
subsequently circulated the same to all its shareholders
through the permitted modes. The main object of
raising funds through unsecured deposits is to finance
some portion of Working Capital requirement and for
other general corporate purposes of the Company.
The Company has been timely and regularly servicing
interests to its Deposit holders on a quarterly basis.
There has been no default in repayment of deposits
or payment of interests thereon during the year under
review. The Deposits accepted by the Company during
the year under review are in compliance with the
requirements of Chapter V of the Act.

The Company has recommended to the members of
the Company to approve the invitation/acceptance/
renewal from time to time Unsecured Deposits from
Members in pursuance of Section 73 of the Act
read with the rules made thereunder on such terms
and conditions, up to a limit not exceeding 35% of
the aggregate paid-up share capital, free reserves
and securities premium account of the Company,
as prescribed under Rule 3(3) of the Companies

(Acceptance of Deposits) Rules, 2014. A detailed
explanation regarding the same is provided in the
explanatory statement to the notice of the 50^th
Annual General Meeting, which forms a part of this
Annual Report.

22. RELATED PARTY TRANSACTIONS
(RPTs)

During the year under review:

a) All contracts/arrangements/transactions entered
by the Company with related parties were in the
ordinary course of business and on arm’s length
basis.

b) None of the Contracts/arrangements/transactions
which were entered into with related parties were
material in nature.

c) All the Contracts/arrangements/transactions
were in accordance with the provisions of the
Companies Act, 2013 ("the Act”) read with rules
made thereunder and Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("listing regulations”).

All Related Party Transactions are first placed before the
Audit Committee for its prior/omnibus approval, which
are of a foreseen and repetitive nature and thereafter
referred to the Board. Pursuant to the said omnibus
approval, details of related party transactions were also
reviewed by the Audit Committee on a quarterly basis.

As there were no material related party transactions
entered into by the Company during the period under
review, the provisions of Section 188 of the Act were
not attracted and thus no disclosure is required in Form
AOC-2. The Form AOC-2 is furnished as Annexure-1
to this Report. None of the related party transactions
requires approval of members under the Companies
Act and the Listing Regulations.

All related party transactions are mentioned in Note No.
34 to the Standalone as well as Consolidated Financial
Statements and also disclosed to the Stock Exchanges
on a half-yearly basis pursuant to Regulation 23(9)
of the Listing Regulations. None of the transactions
with any of the related parties were in conflict with
the Company’s interest. The policy on Related Party
Transactions is available on the website of the Company
and can be accessed at https://www.amines.com/pdf/
policies/policv-on-related-partv-transaction.pdf.

23. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act,
2013, except as disclosed in this Annual Report, there
were no material changes and commitments affecting
the financial position of the Company which have
occurred between the end of the financial year of the
Company to which the financial statements relates and
the date of this Report.

24. AUDITORS AND AUDITORS' REPORT

a) Statutory Audit:

In accordance with the provisions of Section 139,142
and other applicable provisions of the Companies Act,
2013 ("the Act”) read with the Companies (Audit and
Auditors) Rules, 2014, the Company had appointed
M/s. SARA & Associates, Chartered Accountants (FRN:
120927W) as Statutory Auditors at the 47^th AGM of
the Company held on September 28, 2022 for a term
of five (5) consecutive years to hold the office from the
conclusion of the 47^th AGM till the conclusion of the 52 ^nd
AGM to be held in the year 2027, at a remuneration to be
recommended by the Audit Committee and approved
by the Board. The Auditors have confirmed that they are
not disqualified from continuing as the Auditors of the
Company.

There is no audit qualification, reservation or adverse
remark by the Statutory Auditors on the Financial
Statements for the year under review. The Notes to the
financial statements referred in the Auditors’ Report
are self-explanatory and do not call for any further
comments.

During the year under review and as on date, there were
no instances of fraud reported by the auditors under
sub-section (12) of Section 143 of the Act or to the
Central Government.

b) Cost Audit:

As per the directions of the Central Government and
pursuant to Section 148 of the Companies Act, 2013
("the Act”) read with the Companies (Cost Records and
Audit) Rules, 2014 as amended from time to time, the
Management has been carrying out the audit of cost
records of the Company every year.

The Cost Audit Report for the financial year 2023-24
was filed in Form CRA-4 with the Ministry of Corporate
Affairs, Government of India on October 21, 2024. The
Company has made and maintained the Cost Records
under Section 148 of the Companies Act, 2013 for the
financial year 2024-25.

The Board of Directors on the recommendation of the
Audit Committee had appointed M/s. A. G. Anikhindi &
Co., (Firm Registration No.: 100049) Cost Accountants,
Kolhapur, Maharashtra, as Cost Auditors to audit the cost
records of the Company for the financial year 2024-25
and the Cost Auditors will provide the Cost Audit Report
for financial year ended March 31, 2025 within the
prescribed time as per the Act.

The Board of Directors on the recommendation of
the Audit Committee and in terms of the provisions of
Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time
to time had re-appointed M/s. A. G. Anikhindi & Co, (Firm
Registration No.: 100049) Cost Accountants, Kolhapur,
Maharashtra as Cost Auditors to audit the cost records
of the Company for the financial year 2025-26 at a
remuneration of ' 2,15,000/- per annum plus taxes
as applicable and reimbursement of out-of-pocket
expenses.

A certificate from M/s. A. G. Anikhindi & Co., Cost
Accountants, was received to the effect that their
appointment as Cost Auditor of the Company is in
accordance with the limits specified under Section 141
of the Act and Rules framed thereunder.

As required under the Companies Act, 2013, a
resolution seeking members’ approval for ratification of
the remuneration payable to the Cost Auditor forms a
part of the Notice convening the 50^th Annual General
Meeting and the same is recommended for your
consideration.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder
and Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company had appointed M/s. G. S. Bhide and
Associates, Company Secretaries (ICSI M. No: A31886 |
C.P. No.: 11816 | PRC No.: 2016/2022), Vapi to conduct
the Secretarial Audit of the Company for the financial
year 2024-25. The Secretarial Audit Report for the year
ended March 31, 2025, in Form No. MR-3 is included as
Annexure-2 and forms an integral part of this Report.

The Secretarial Audit Report does not contain any
qualification, or other adverse remarks, except the
observation that the instances of vacancy in the
Audit Committee, Nomination and Remuneration
Committee, and Stakeholders Relationship Committee
from September 29, 2024 to October 13, 2024, leading
to the alleged non-compliance with Regulations
18, 19 and 20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”).

Comments from the Board on observation
made by the Secretarial Auditor:

The Board hereby states that the tenure of Mr. Arun
Shanker Nagar (DIN: 00523905), Mr. Brijmohan Jindel
(DIN: 00071417) and Mr. Pandurang Hari Vaidya
(DIN: 00939149) came to an end as Non-Executive
Independent Directors (“Outgoing Directors”) w.e.f.
September 28, 2024, on completion of their second
term of five consecutive years, and accordingly, they
ceased to be Chairman/Members (as the case is) of the
respective Committees of the Board w.e.f. September
28, 2024 and therefore, in compliance with the Listing
Regulations, the members of the Company at their 49^th
Annual General Meeting held on September 27, 2024
(“2024 AGM”) directly appointed Mr. Nikunj Seksaria
(DIN: 07014263), Mr. Pragyan Pittie (DIN: 10735025)
and Ms. Dhanyashree Jadeja (DIN: 10732864) as Non¬
Executive Independent Directors (“New Independent
Directors”) on the Board of Directors of the Company
w.e.f. September 27, 2024. It is noteworthy to note
that the said appointments were directly made at 2024
AGM and the said vacancy was filled by reconstitution of
the committees at the Board meeting called and held
on October 14, 2024 i.e. just within 15 days and the gap
between 2024 AGM i.e. date of appointment of New
Independent Directors and the date of Board meeting
was mainly merely due to statutory requirements and
procedural reasons only, as stated above. There was no
intention of delaying the reconstitution of committees
at all.

Further unlike the time limit that is prescribed for
filing of the vacancy in the Board under Regulation
17(1E) of Listing Regulations, there is no time
limit statutorily prescribed for filling the vacancy
in the committee(s) until the SEBI (LODR) (Third
Amendment) Regulations, 2024 dated December
12, 2024 came into effect and the vacancy in the
committee pertains to the prior period and therefore
since the period of vacancy on the Committees of the
Company pertains to a prior period i.e. period before
the amendment, the erstwhile Regulation 17(1E) of
the Listing Regulations were applicable and therefore
there should be no instance of non-compliance with
the Listing Regulations.

Further, the judgment passed by the Hon’ble Securities
Appellate Tribunal (SAT), Mumbai on 25.03.2022 in the
matter of M/s. Century Enka Limited vs SEBI and Others
(Misc. Application No. 944 of 2021 And Appeal No. 624
of 2021), which was concerned with filling of vacancy of
director in which the Hon’ble SAT has held that “so long
as the period of filing the vacancy is the Board of
Directors under Regulation 17(1) is not framed, no
fine could be imposed.”. The Company has reason to
believe that the said principal and interpretation should
also apply in this case as, at the relevant time, there was
no provision in Regulations 17, 18, 19, and 20 of the
Listing Regulations stipulating any time to fill a vacancy
in the committees.

Also, the Board comments on the notices cum fine
levied by the Stock Exchanges are filed with the Stock
Exchanges on February 14, 2025, and May 28, 2025,
and the same are also available on the website of the
Company on https://www.amines.com/pdf/investor-
presentations-announcements/announcements/
board-comments-on-the-fine-levied-by-the-
exchanges-bse-and-nse.pdf and https://www.amines.
com/pdf/investor-presentations-announcements/
announcements/board-comments-on-the-fine-
levied-by-the-exchanges-bse-and-nse-for-notice-
dated-march-17-2025.pdf

The Company has already represented to the BSE and
NSE ("Stock Exchanges”) for notices issued as mentioned
above and accordingly filed a waiver application on
December 03, 2024, and March 28, 2025, for the two
separate notices received from the Stock Exchanges on
November 21, 2024, and March 17, 2025, respectively.
The said application is under consideration, and basis the
representation and submission made by the Company,
the Company is hopeful of a favorable outcome.

25. INTERNAL FINANCIAL CONTROL
SYSTEM AND THEIR ADEQUACY

The Company believes that long-term goals and success
can be achieved only when a robust Internal Control
system is in place. The Company has an effective internal
financial control system which is constantly assessed
and strengthened with new/revised standard operating
procedures. The Company’s internal financial control
system is strong and commensurate with its size, scale
and complexities of operations.

In terms of Section 138 of the Act, read with applicable
rules thereto M/s. N. J. Mahtani & Co., Chartered
Accountants were the the Internal Auditors of the

Company for the financial year 2024-25 and the Board
of Directors of the Company on the recommendation
of the Audit Committee reappointed M/s. N. J. Mahtani
& Co., Chartered Accountants as the Internal Auditors of
the Company for the financial year 2025-26.

The Company has Internal Audit (“IA”) Department
that functionally reports to the Chairman of the Audit
Committee, thereby maintaining its objectivity. The
quick redressal of deficiencies by the IA department
has resulted in a robust framework for internal controls.
Further, Statutory Auditors in its report expressed an
unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial
controls.

The Company has adopted accounting policies which
are in line with the Indian Accounting Standards notified
under Section 133 and other applicable provisions, if
any, of the Act read together with the Companies (Indian
Accounting Standards) Rules, 2015. During the year
under review, no material or serious observations have
been reported by the Internal Auditors of the Company
for inefficiency or inadequacy of such controls.

The Company’s Financial Statements are prepared on
the basis of the Significant Accounting Policies that
are selected by the Management and approved by the
Audit Committee and the Board. These Accounting
Policies are reviewed from time to time based on
the recent circulars and clarifications received from
the appropriate Authorities. In order to maintain its
objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee. The
Audit Committee meets the Internal Auditors and
Statutory Auditors to ascertain, inter alia, their views on
the adequacy of internal control systems and keeps the
Board of Directors informed of their major observations
periodically. The Internal Auditor monitors & evaluates
the efficacy of Internal Financial Control system in
the Company, its compliance with operating system,
accounting procedures & policies at all the locations
of the Company. Based on the report of the Internal
Audit function, corrective actions in the respective areas
are undertaken and controls are strengthened. In the
opinion of the Audit Committee as well as in the opinion
of the Board as on March 31, 2025, the internal financial
controls were adequate and operating effectively.

26. CREDIT RATING

The Company’s financial discipline and prudence is reflected in the strong and improved credit ratings ascribed by
rating agencies. The Company’s credit facilities were rated by ICRA Limited, and they had assigned the following
credit ratings:

27. MANAGEMENT SYSTEMS &
CERTIFICATIONS

a) Quality Management System - ISO
9001:2015

The Company has an ISO 9001: 2015 certification, which
is valid up to January 10, 2027. The Recertification Audit
as per ISO 9001- 2015 standard has been conducted
by Det Norske Veritas (DNV). The focus of QMS (Quality
Management System) is on continual improvement by
implementing the strategic tools for business to gain a
competitive advantage through products and services
that are safe, reliable, and trustworthy. Besides this,
understanding the needs and expectations of Interested
Parties helps us to find ways to improve the products
and services offered to increase customer satisfaction
and reduce business risks.

Besides QMS (Quality Management System), the
Company has IMS (Integrated Management System)
for certifications for the Environment Management
System, ISO 14001-2015, and OH&S Management
System, ISO 45001-2018. The Recertification Audit
for ISO 14001- 2015 standard & ISO 45001-2018
standard which has been conducted by DNV is
successful. The certification for ISO 14001- 2015
is valid upto April 08, 2028. The certification for ISO
45001-2018 is valid upto June 06, 2028.

b) Environmental Management System - ISO
14001:2015

ISO 14001:2015 (Environmental Management
System) Certification relate to conservation of natural
resources resulting in maintaining clean environment,
commitment to compliance and healthy atmosphere.
Determination of Life Cycle Perspective is a new
concept incorporated in the EMS. As such, the Company
is committed to ensure minimum impact to the
environment through its operations.

c) Occupational Health and Safety
Management System - ISO 45001:2018

ISO 45001:2018 (Occupational Health and Safety
Management System) Certification gives guidance for
its use, enabling to provide safe and healthy workplaces
by preventing work-related injury and ill health, as well
as by proactively improving its OH&S performance.
Various measures have been taken by the management
in order to ensure compliance in its true spirit.

d) HALAL Certifications

The Company has obtained HALAL Certification for a
few of its products. The HALAL certificate is valid up to
January 26, 2028.

e) KOSHER Certifications

Your Company has also obtained KOSHER Certification
for a few of its major products. The KOSHER certificate
is valid up to January 28, 2026.

f) European Federation of Cosmetic
Ingredients - Good Manufacturing Practices
(EFfCI GMP)

Your Company has successfully been through the
verification of compliance to the EFfCI GMP, 2017
standard for the products Triethanolamine and
Phenoxyethanol which is the essential requirement
of two well-known global Cosmetic manufacturing
customers.

g) EcoVadis

Your Company has participated in the EcoVadis
sustainability initiative on the global sustainability
platform and has been awarded a Bronze Medal
as recognition of the work that the Company has
undertaken to create a more sustainable world.

h) Together for Sustainability (TfS)

Your Company has joined TfS (Together for
Sustainability) forces by successfully going through the
TfS Assessment and Audit conducted by a TfS-approved
auditing agency, INTERTEK. TfS is an initiative taken
by 55 European Multinational Chemical Companies.
This initiative is created to increase transparency with
regard to sustainability standards in supply chains. The
mission is to support in managing complexity and risks
in increasingly global operations and improving the
economic, social, and ecological conditions in global
supply chains by engaging in dialogue with suppliers.

i) Sustainability Reporting

Your Company has released its first Sustainability
Report for FY2023-24, highlighting its dedication to
transparent and responsible business practices. The goal
of this sustainability report is to provide stakeholders with
a thorough understanding of the APL’s commitment
to ethical business conduct and sustainable business
practices. In order to create long-term value and
promote a beneficial effect, APL has long recognized the
significance of incorporating environmental, social, and
governance (ESG) considerations into its fundamental
strategy. In addition to demonstrating our dedication to
lowering our carbon footprint and improving social and
environmental value across our supply chain, it further
demonstrates the company's efforts to strike a balance
between economic development and environmental
stewardship and social responsibility.

j) Product Carbon Footprint

Your Company has voluntarily begun measuring
product carbon footprints. A product carbon footprint
(or PCF) is the total amount of greenhouse gas (GHG)
emissions produced by a single product's supply chain.
It is commonly described in terms of carbon intensity.
The PCF's system or product boundary at APL is cradle-
to-gate.

28. INSURANCE

All properties and insurable interests of the Company,
including buildings, plant and machinery, equipment,
stores, and spares, have been adequately insured.

29. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the
year under review.

30. DIRECTOR'S RESPONSIBILITY
STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained, the
Directors make the following statement in terms
of Section 134(3)(c) of the Companies Act, 2013
("the Act”):

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

(b) the Directors have selected such accounting
policies and applied them consistently and made
judgments 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 March 31, 2025 and
of the profit of the Company for the year under
review;

(c) 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;

(d) the Directors have prepared the annual accounts
on a going concern basis;

(e) that the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

31. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3) (m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, prescribed particulars as
applicable is annexed hereto as Annexure-3 and forms
integral part of this Report.

32. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The disclosure pertaining to remuneration and other
details as required under Section 197(12) of the

Companies Act, 2013 ("the Act”) read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure-4 to this Report.

The disclosure under Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in a
separate annexure marked as Annexure-4A and forms
an integral part of this annual report. However, as per
first proviso to Section 136(1) of the Act and second

proviso of Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Report and Financial Statements are being
sent to the Members of the Company, excluding the
said annexure. Members who are interested in obtaining
these particulars may write to the Company Secretary
at the Corporate Office of the Company or email at
cs@amines.com 21 days before and up to the date
of the ensuing 50^th Annual General Meeting of the
Company, during the business hours on working days.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("the POSH Act”), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace
for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees
("ICC”) have also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and
associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees,
apprentices of the Company and any person visiting the Company at its office. The Company has zero tolerance on
sexual harassment at the workplace.

The Policy is available at the website of the Company and can be accessed at https://www.amines.com/pdf/
policies/PolicvOnPreventionOfSexualHarassmentAtWorkplace.pdf.

The Company has not received any sexual harassment complaints under the POSH Act during the financial year:

34. COMPLIANCE WITH THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT
ACT, 1961

During the year under review, the Companyhas complied
with all the applicable provisions of the Maternity
Benefit Act, 1961, and Rules made thereunder. The
Company also ensures that no discrimination is made
on recruitment or service conditions on the grounds of
maternity.

35. NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF THE FINANCIAL YEAR I.E.
MARCH 31, 2025

a) Male Employees: 251

b) Female Employees: 18

c) Transgender Employees: Nil

36. RISK MANAGEMENT

Business risks and mitigation plans are reviewed,
and the internal audit processes include evaluation
of all critical and high-risk areas. Critical functions are
reviewed periodically, and the reports are shared with
Management for timely corrective actions. The major
focus of the internal audit is to identify and review

business risks, test and review controls, assess business
processes, besides benchmark controls with best
practices in the industry.

The Management is constantly working to improve its
risk management setup and processes in line with a
rapidly changing business environment. During the year
under review, there were no risks which, in the opinion
of the Board, threaten the existence of the Company.
However, some of the risks that may pose challenges
are set out in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

The risk management framework is reviewed by the
Board and the Audit Committee keeps a check on
overall effectiveness of the risk management of the
Company and has been entrusted with:

a) overseeing the Company’s enterprise-wide risk
management framework.

b) ensuring that all material Strategic and Commercial
risks including Cybersecurity, Safety and Operations,
Compliance, Control and Financial risks have been
identified and assessed; and

c) ensuring that all adequate risk mitigation measures
are in place to address these risks.

A note on risks, concerns, and mitigating factors has
been given in the Management Discussion & Analysis
Report, which forms part of this Annual Report.

37. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

The Company believes that ethics in the conduct of
business operations are an integral part of the success
and growth of an organization. It is our endeavor to
conduct our business with the highest standards of
professionalism following ethical conduct in line with
the best governance practices.

The Company has in place a well-defined Whistle
Blower Policy framed pursuant to Section 177(9), (10)
of the Companies Act, 2013 and Regulation 22 of
the Listing Regulations. The policy provides adequate
safeguards against victimization of persons who use
such a mechanism and ensures direct access to the
Chairman of the Audit Committee in appropriate or
exceptional cases.

This policy has been adopted, circulated and placed
on the website of the Company. It ensures to provide
a secure environment and encourages employees and
other stakeholders of the Company to report unethical,
unlawful or improper practice, acts or activities, actual
or suspected fraud or violation of the Company's code of
conduct. Any employee can approach his/her Divisional
Head for any such instance observed or experienced or if
in case it involves Managerial Personnel, to the Managing
Director and thereafter to the Audit Committee
Chairman. During the year under review, no employee
was denied access to the Audit Committee. The Whistle
Blower Policy of the Company has been placed on
the website of the Company and can be accessed at
https://www.amines.com/pdf/policies/whistle-blower-
policy.pdf.

38. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Company has formulated, adopted and
implemented CSR Policy in accordance with Section
135 of the Companies Act, 2013 ("Act”) and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 ("Rules”) as amended which outlies about
objectives, the constitution of CSR Committee, roles
and responsibilities of the committee, implementation,
monitoring and guiding principles etc. The CSR Policy
applies to all CSR projects/programmes undertaken by
the Company in India as per Schedule VII of the Act, for
the time being in force.

As a part of its CSR initiative and in line with the CSR
Policy, the Board has constituted the CSR Committee
and has identified various sectors of the Society for
Social and Charitable work based on the needs and
requirements in a particular field. During the year under
review, the Company has undertaken activities as part
of its CSR initiatives.

A detailed Report as required under Section 135
of the Act and Responsibility Statement of the CSR
Committee on the Implementation and Monitoring

of CSR Policy are annexed as Annexure-5 and
Annexure-5A respectively and forms part of this Report.
The CSR Policy is also placed at the website of the
Company and can be accessed at https://www.amines.
com/pdf/policies/corporate-social-responsibility-csr-
policy.pdf.

The salient features and highlights of the CSR Policy are
as below:

• Constitution of CSR Committee and Frequency
of meeting: Three or more Directors, out of which at
least one director shall be an independent director
and at least one meeting of the CSR Committee to
be held every financial year.

• Roles of CSR Committee: i) To formulate,
recommend CSR Policy and the activities to be
undertaken towards CSR initiatives as per the Act
and CSR Policy, and monitor the policy and advise
any changes therein if required. ii) To formulate
and recommend to the Board an annual action
plan, iii) To review and recommend the amount
of expenditure to be incurred on the CSR and
monitor the execution and implementation of the
annual action plan and to do all such acts as may
be entrusted to the CSR Committee by the Board
from time to time.

• CSR Expenditure: At least two (2) per cent of the
"Average Net Profits” of the Company made during
the three (3) immediately preceding financial years
and administrative overheads shall not exceed five
percent of total CSR expenditure of the company
for the financial year.

• Treatment of Surplus: Any surplus arising out of
the CSR activities shall not form part of the business
profit of the Company and shall be ploughed back
into the same project or shall be transferred to the
Unspent CSR Account and spent in pursuance of
CSR policy and annual action plan of the company
or transfer such surplus amount to a Fund specified
in Schedule VII, within a period of six months of the
expiry of the financial year.

• Treatment of Excess Amount Spent: Excess
amount may be set off against the requirement
to spend under sub-section (5) of Section 135 of
the Act up to the immediate succeeding three
financial years.

• Supervision, Monitoring and Disclosure: The

members of the CSR Committee can themselves
do the supervision and monitoring of the activities
undertaken as a part of CSR Activities or else can
also depute or delegate a director or team of
person amongst the employees of the Company
for the same. The Annual Report on CSR shall
be disclosed as a part of the Board's Report in
the form as may be prescribed and providing a
Responsibility Statement of the CSR Committee on
the Implementation and monitoring of CSR Policy.

The above are the salient features of the CSR Policy.
The detailed policy is uploaded on the website of the
Company on the link provided above.

39. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
AND TRIBUNALS

During the year under review, no significant and
material order was passed by the regulators, courts, or
tribunals impacting the going concern status and the
Company’s operations in future.

40. TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

The details of unpaid/unclaimed dividends for a period
of seven (7) consecutive years and underlying shares
liable to be transferred to the IEPF Authority have
been mentioned in detail in the Corporate Governance
Report, which forms a part of this Report.

41. CORPORATE GOVERNANCE REPORT

As prescribed under Regulation 34(3) read with
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a separate
section on Corporate Governance Practices followed
by the Company, together with a Certificate from a
Practicing Company Secretary confirming compliance
is provided as Annexure 6 of this Report and forms part
of this Report.

42. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated in Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section
forming part of this Annual Report.

43. COMPLIANCE WITH THE SECRETARIAL
STANDARDS

The Company has complied with 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
from time to time.

44. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company is voluntarily disclosing the Business
Responsibility and Sustainability Report for FY 2024¬
25, forming an integral part of the Annual Report.
This report's objective is to present an open and
understandable description of our continuous progress
toward corporate responsibility and sustainability.
In addition to demonstrating our dedication to
lowering our carbon footprint and improving social
and environmental value across our supply chain,
and it further demonstrates the company's efforts to
strike a balance between economic development and
environmental stewardship and social responsibility.

45. CYBER SECURITY

In view of the increased cyberattack scenarios, the
cyber security maturity is reviewed periodically and the
processes, technology controls are being enhanced
in line with the threat scenarios. The Company’s
technology environment is enabled with real-time
security monitoring with requisite controls at various
layers, starting from end-user machines to network,
application and the data.

46. BOARD DIVERSITY

In compliance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board through the Nomination and
Remuneration Committee (NRC), recognizing the
importance of a diverse composition, has devised a policy
on Board Diversity which sets out its approach to diversity.
The Board of Directors enables efficient functioning
through differences in experience, perspective and skill,
and fosters differentiated thought processes at the back
of varied industrial and management expertise, gender,
knowledge and geographical backgrounds. The Board
has adopted a Board Diversity Policy.

The Board Diversity Policy has been placed on the
website of the Company and can be accessed at
https://www.amines.com/pdf/policies/board-diversitv-
policv.pdf.

47. SUCCESSION OF BOARD AND SENIOR
MANAGEMENT

The Company has in place a policy for the succession
of Board and Senior Management adopted by the
Board on the recommendation of the Nomination and
Remuneration Committee. The said policy is available
on the website of the Company and can be accessed at:
https://www.amines.com/pdf/policies/succession-of-
board-and-senior-manaaement-policv.pdf

48. GENERAL DISCLOSURE

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
FY 2024-25:

a) Neither the Managing Director nor the Executive
Director of the Company receives any salary or
commission from the subsidiary of the Company.

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

c) There was no application made or proceeding
pending under the Insolvency and Bankruptcy
Code, 2016.

d) There was no instance of one-time settlement with
any bank or financial institution.

49. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the shareholders, debenture holders, deposit holders,
customers, suppliers, vendors, investors, stock exchanges, depositories, banks and other financial institutions,
regulatory authorities, rating agencies, auditors, legal advisors, consultants and all other stakeholders for their
continued support. Your Directors also take this opportunity to appreciate and acknowledge the efforts, hard work
and contribution of the employees of the Company.

For and on behalf of the Board of Directors

Sd/-

Hemant Kumar Ruia

Place: Mumbai Chairman & Managing Director

Date: August 12, 2025 (DIN: 00029410)