Your Directors present hereunder 57th Annual Report on the business and operations of the Company and theaccounts for the Financial Year ended 31st March, 2025.
The results of our Operations for the Financial Year ended 31st March, 2025 is summarized as below:
Particulars
(All figures in ' Lakhs)
Financial Year2024-25
Financial Year2023-24
Turnover
8,233.00
8,285.59
Other Income
156.70
82.53
Total Revenue
8,389.70
8,368.13
Profit/(Loss) before finance charges, depreciation and taxation
8,547.87
7,712.29
Less : Finance Charges
240.12
256.04
Depreciation and Amortization expense
414.51
459.86
Profit/(Loss) before exceptional items and tax
(572.67)
195.97
Less: Exceptional items
230.83
40.81
Profit/(Loss) before tax
(803.50)
155.16
Less : Current Year's tax (MAT)
-
14.89
Previous Year’s Tax
3.07
MAT Credit Entitlement
(0.49)
Deferred Tax
(223.52)
24.81
Profit/(Loss) After tax
(579.98)
112.88
Other Comprehensive Income (net)
- Remeasurement of defined benefit plan
(0.28)
(61.37)
Total Comprehensive Income / ( Loss ) for the year
(580.26)
51.51
During the year 2024-25, the Company recorded a turnover of ' 8,233 Lakhs and Net Loss of ' 580.26Lakhs compared to the turnover of ' 8,285.59 Lakhs and Net Profit of ' 51.51 Lakhs (after comprehensiveitems) of previous year 2023-24.
Though the Company was able to operate almost at the same level of operations as compared to previousyear, the realizations and margins were lower. Further fixed expenditure which continued to be high,exceptional items recognized during the year, a loss was incurred during the year. During the last quarter ofthe Financial Year, though the performance improved, it could not compensate the losses incurred in thefirst three quarters.
For the Financial Year 2024-25, the Board of Directors recommend a dividend of 5 % amounting ' 0.50 perequity share of ' 10 each paid-up subject to approval of the shareholders at the ensuing Annual GeneralMeeting. The said dividend will be paid out of the accumulated reserves in accordance with the provisionsof the Companies Act, 2013, to shareholders whose name appears in the register of members as on therecord date within 30 days of declaration.
During the year under review, Company did not transfer any amount to General Reserves.
The domestic market, continues to be highly competitive and given the size and capacities of the Company,the price sensitivity to the Company’s products in the market segments in which it operates, also continuesto be high.
The unexpected geopolitical scenarios and global economic conditions could have an impact on thebusiness.
The Company is trying to form its strategies based on the market scenarios while continuously working onidentifying new products and processes. The Company continues to explore new markets by participatingin International and National exhibitions. The in-house R & D team continues the process of developingnew products. Your Directors anticipate better business once the geo political and economic conditionsimprove.
The Company is trying to optimize its fixed cost and rationalize its capacity utilization to realize betteryields, control costs and improve the performance and profitability.
The Company has spent ' 129.31 Lakhs towards Research and Development during the Financial Yearunder review. The R&D team is putting its efforts to develop the new products and processes to ensureoptimum material consumption and effective yield.
The Company had not changed its nature of business during the year under review.
There are no material changes or commitments affecting the financial position of the Company between theend of the Financial Year and the date of the report.
There are no significant and material orders passed by the regulators or court or tribunals impacting thegoing concern status and Company operations in future.
The Board believes that your Company has adequate internal controls and such procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business, including safeguarding of all itsassets and prevention/detection of frauds and errors, accuracy and completeness of accounting records.The Board continuously reviews these controls and revises their design and implementation as and whenconsidered necessary for maintaining and improving their effectiveness. Auditors have verified the internalfinancial controls and tested the adequacy and the procedures adopted by the Company and confirm that thecontrols are adequate to the size of the transactions.
The Management of the Company continuously monitors its business and the environment in which theCompany operates for identifying, assessing, controlling and mitigating the risks associated with differentareas of its business operations. The Company is not required under the regulations to set up a RiskManagement Committee. However, the Board as part of its functions carries out this monitoringcontinuously.
Your Company does not have Subsidiaries, Joint Ventures or Associate Companies during the FinancialYear under review.
Your Company has never accepted any deposits covered under Chapter V of the Companies Act, 2013.
The members at the 56th Annual General Meeting (AGM) of the Company held on 21st August 2024 hadappointed M/s. CKS & Associates, Chartered Accountants as Statutory Auditors for a term of 5 years fromthe conclusion of the 56th AGM.
Their report for the Financial Year 2024-25 does not contain any adverse remark/comment.
M/s. C K S Associates, Chartered Accountants (ICAI FRN: 007390S) have resigned w.e.f. 18th July 2025resulting in casual vacancy in the office of the Statutory Auditors. The reasons for their resignation asprovided in their resignation letter is “Internal Restructuring”- which requires organizational changeincluding retirement of some partners. The Audit Committee after considering the resignation letter ofM/s. C K S Associates, Chartered Accountants did not consider necessary to make any comments orobservations on the resignation submitted by them. They have also confirmed that their resignation is notdue to any disagreement or concern with the Management or the Audit Committee or the Company’sFinancial Reporting Practices.
Based upon the recommendation of the Audit Committee and in terms of provisions of Section 139 of theCompanies Act, 2013, the Board at their meeting held on 18th July 2025 had appointedM/s. J V S L & Associates, Chartered Accountants (ICAI FRN: 015002S) as Statutory Auditors to fill up thecasual vacancy.
In terms of Section 139 (8) of the Companies Act, 2013, such appointment has to be ratified by the memberswithin 90 days of the appointment by the Board. Further, in terms of Section 139 (1) of the Companies Act,2013, the Statutory Auditors can be appointed for a term of 5 consecutive Financial Years beginning fromthe conclusion of the ensuing AGM. The Board is of the opinion that M/s. J V S L & Associates, CharteredAccountants (ICAI FRN: 015002S) have the required expertise to be the Statutory Auditors of theCompany. Thereby the Board recommends to the members to ratify the appointment of Statutory Auditorsand also approve their appointment for term of 5 consecutive Financial Years at the ensuing AGM.Accordingly the resolutions for the same have been provided in the Notice of the ensuing AGM.
Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, theCompany continues to engage M/s. Ramakrishna & Associates, Chartered Accountants (ICAI FRN.005492S) as the Internal Auditors of the Company.
Quarterly Internal Audit Reports were submitted by them to the Audit Committee and based upon theirreport, suitable corrective actions were taken by the Management to strengthen the Internal Financial andother operational controls.
As per the amended provisions of SEBI (LODR) Regulations, the Company has to appoint SecretarialAuditor(s) for a period of 5 years and in this regard, the Board recommends to the members to consider theappointment of CS B. Venkatesh Babu, Practising Company Secretary as the Secretarial Auditor of theCompany, accordingly the resolution for his appointment is included in the Notice of the 57th AGM.
For FY 2024-25, Secretarial Audit Report and Secretarial Compliance Report submitted byCS. B. Venkatesh Babu, does not contain any qualification, reservation or adverse remark except thefactual information on composition of the Committees which was self explanatory.
Your Company had not issued and raised any share capital including sweat equity, employee stock optionsduring the Financial Year under review. Your Company has also not provided any money for purchase of itsown shares by employees or for the benefit of employees.
Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, a copyof the Annual Return of the Company is available at the Company’s website www.alkalimetals.com.
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo havebeen provided in Annexure - 1 and shall form part of this report.
The provisions of Section 135 ofthe Companies Act, 2013 are not applicable to the Company, since the netprofit of the Company are below the threshold prescribed therein. The Company had voluntarilyconstituted Corporate Social Responsibility Committee earlier. However, due to non-applicability of theprovisions, it was dissolved.
I) Appointment:
- Sri Murali Krishna Chevuturi and Dr. T.V. Rao were appointed as Independent Directors for aperiod of 5 years by the shareholders at the 56th AGM held on 21st August 2024.
- Dr. J.S. Yadav and Sri G. Jayaraman had completed their second consecutive term of 5 years asIndependent Directors and had vacated their office on 20th August 2024. They were appointed asNon-Executive and Non-Independent Directors at the 56th AGM held on 21st August 2024. Theyare eligible to retire by rotation.
- Ms. Y. Lalithya Poorna, who retired by rotation at the 56th AGM held on 21st August 2024, wasre-appointed.
ii) Retire by Rotation:
Dr. A.R. Prasad, Non-Executive Non-Independent Director and Mr. Y.V. Prashanth, ExecutiveDirector are liable to retire by rotation at the ensuing 57th AGM and being eligible offer themselvesfor re-appointment.
iii) Declaration by an Independent Director:
Company had received the declarations by all the Independent Directors that they meet the criteria ofindependence as per the provisions of Section 149 of the Companies Act, 2013 and they are registeredwith Indian Institute of Corporate Affairs (IICA) as per the amended provisions of the Companies Act,2013.
iv) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013, the Board has devised a policy on evaluation ofperformance of Board of Directors, Committees and Individual Directors. Accordingly, the Chairmanof the Nomination and Remuneration Committee obtained from all the Board members duly filled inevaluation templates for evaluation of the Board as a whole, evaluation of the committees and peer
evaluation. The summary of the evaluation reports was presented to the respective Committees andthe Board for their consideration.
Details of number of Board meetings and profile of directors are covered under the CorporateGovernance section.
Mrs. Gayathri Kesavarapu was appointed as Chief Financial Officer of the Company on 7th August 2024.
As per the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, yourDirectors state, that to the best of their belief and understanding-
a) in the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the Financial Year and of the loss of the company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
d) the annual accounts have been duly prepared under the going concern assumption; and
e) they have laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively;
f) proper systems to ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively.
Your Company has Audit Committee, Nomination and Remuneration Committee, and StakeholdersRelationship Committee, the details are provided in the Corporate Governance section.
The Company believes in the standard of conduct which all employees are expected to observe in theirbusiness endeavors. The Code (Vigil Mechanism) reflects the Company’s commitment to principles ofintegrity, transparency and fairness. The copy of the Code of Vigil Mechanism is available on the Companywebsite www.alkalimetals.com under Investors tab.
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriateavenues to the Directors and employees to bring to the attention of the management any issue which isperceived to be in violation of or in conflict with the fundamental business principles of the Company. Theemployees are encouraged to voice their concerns by way of whistle blowing and all the employees havebeen given access to the Audit Committee.
Mr. Y.V. Prashanth, Executive Director is designated as ombudsperson to deal with all the complaintsregistered under the policy.
There has always been an endeavor on the part of the Company to create and provide an environment that isfree from discrimination and harassment including sexual harassment. The Company had adopted policyon Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year,Mrs. Gayathri Kesavarapu was elected as the Chairperson of the Internal Complaints Committee. TheInternal Complaints Committee has not received any complaints pertaining to incident of harassment.
The Company had not given any loans, guarantees or made investments as per the provisions of Section186 of the Companies Act, 2013 during the Financial Year under review. Also, there are no outstandingamounts of loans given, guarantees provided and/or investments made at the beginning or the end of theyear.
During the Financial Year under review, Company had entered into certain Related Party Transactionswhich are all on arm’s length basis; details of all such transactions as required under section 188 ofCompanies Act are annexed in Form AOC-2 forming part of the Board’s Report as Annexure-2.
The Company has formulated a policy on materiality of Related Party Transactions and dealing withRelated Party Transactions which can be accessed at the Company website www.alkalimetals.com underInvestors tab.
The Details required to be provided pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 are annexed and forming part of the Board’s Reportas Annexure -3.
The following are the employees in receipt of remuneration as specified under Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:
Employee
Name
Qualification
Age
Date ofAppointment
Designation
Previous
Employer
Experiencein years
Remuneration
Y.S.R.
Venkata
Rao
B.E
(Mechanical)
75
years
01/07/1991As MD
Managing
Director
Not
Applicable
48 years
' 117.99Lakhs
The details pertaining to top 10 employees falling in this category will be provided to the shareholders whomake specific request to the Company.
Secretarial Audit Report including Secretarial Compliance Report as per SEBI (LODR) Regulations forthe Financial Year 2024-25 obtained from CS B. Venkatesh Babu, Company Secretary in Practice isannexed and forming part of the Board’s Report as Annexure -4.
In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governancealong with Compliance Certificate issued by Statutory Auditors of the Company and also the ManagementDiscussion and Analysis report is annexed and forms integral part of the Board’s Report.
All the properties and insurable interests of the Company including Building, Plant and Machinery andStocks have been adequately insured. The Company has-Directors & Officers Indemnity Policy- forDirectors and Key Managerial Personnel, Group Accidental policy- for staff and workmen and GroupMedical Policy - for those who are not covered under ESI.
The securities of the Company are continued to be listed on BSE and NSE. The listing fees for these stockexchanges are paid till the Financial Year 2025-26.
The provisions of Section 148 of the Companies Act 2013 for maintaining the Cost Records are notapplicable to the Company.
The Company has duly complied with the applicable Secretarial Standards issued by The Institute ofCompany Secretaries of India, for the Board Meeting, General Meetings and Dividend.
Your Directors express their gratitude to all Members, Staff and Workers, Bankers, Regulatory Authorities,Government, Customers, Suppliers, Business Associates from India and abroad for their continued supportat all times and look forward to have the same in our future endeavours. Directors are pleased to record theirappreciation of the sincere and dedicated services of the employees and workmen at all levels.
Your Directors look forward to the long term future with confidence.
For and on behalf of Board of DirectorsFor Alkali Metals Limited
Place : Hyderabad Managing Director Chairman
Date : 18th July, 2025 DIN: 00345524 DIN: 02014136