Your directors take pleasure in presenting the 46th Annual Report on the business and operations of your Company together withAudited Financial Statements for the financial year ended March 31, 2026.
1. FINANCIAL RESULTS:
The financial performance of your Company is as summarized below for the financial year under review:
Particulars
2025-26' in lakhs
2024-25' in lakhs
Revenue from operations
1,53,586
1,57,182
Other Income
3,165
2,980
Total Income
1,56,751
1,60,162
Profit before interest, depreciation & taxation
31,630
32,089
Interest & financial expenses
117
101
Depreciation
7,166
7,124
Profit before exceptional item
24,347
24,864
Exceptional Items
-
Profit before tax
Provision for tax
6,347
6,253
Net Profit after tax
18,000
18,611
Other Comprehensive Income
(12)
(137)
Total Comprehensive Income
17,988
18,474
Opening balance in retained earnings
1,32,969
1,19,562
Profit available for appropriations
1,50,951
1,38,064
Impact of adjustment in derivatives financial instruments
6
(27)
Other adjustments due to IND AS
45
Dividends paid
5,114
5,113
Closing balance in retained earnings
1,45,843
2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS:
During the financial year under review, total Income decreased from ' 1,60,162 lakhs to ' 1,56,751 lakhs, a decrease of 2%. Profitbefore tax for the financial year was ' 24,347 lakhs compared to ' 24,864 lakhs of the previous financial year (decrease of 2%)and Profit after tax was ' 18,000 lakhs as against ' 18,611 lakhs of the previous financial year (decrease of 3%). Your Directors donot propose to transfer any amount to the Reserves for the financial year ended March 31, 2026. Further, details of operations aregiven in the Management Discussion and Analysis Report annexed herewith as “Annexure 1”. There has been no change in thenature of business of the Company.
3. DIVIDENDS:
The Board is pleased to recommend for your approval a dividend of ' 10/- (500%) per equity share on the face value of ' 2/- eachfor the financial year ended March 31, 2026 [Previous Year: Dividend of ' 10/- (500%) per equity share of ' 2/- each]. You arerequested to approve the same. The dividend, if declared, shall be payable subject to deduction of tax at source, as applicable.
The dividend has been declared in line with the Dividend Distribution Policy which is framed in terms of the regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI Listing Regulations). The DividendDistribution Policy is available on the website of the Company at https://alkylamines.com/wp-content/uploads/2022/03/Dividend-Distribution-Policv-1.pdf
4. SHARE CAPITAL:
During the financial year, the Company’s paid up share capital increased from ' 10,22,72,836/- consisting of 5,11,36,418 equityshares of ' 2/- each to ' 10,22,88,104/- consisting of 5,11,44,052 equity shares of ' 2/- each.
5. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES:
The Members had approved the sub-division of face value of equity shares from ' 5/- each fully paid-up into ' 2/- each fully paidup through Postal Ballot, on March 17, 2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, theface value of equity shares of the Company stands sub-divided from ' 5/- each into ' 2/- each fully paid up. The shareholderswere issued fresh shares of face value of ' 2/- each.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Schedule V of SEBI Listing Regulations is included in thisAnnual Report and the same is annexed herewith as “Annexure 1”
7. NEW PROJECTS:
Our new Projects include:
- At Dahej, specialty chemical project under execution and expected commissioning by early Q2 - FY 2026-27.
- Some capex projects for upgrading the equipment and expansion of capacities, at all three production sites.
8. SUBSIDIARY/ASSOCIATE COMPANIES:
The company does not have any subsidiary, associate or joint venture company.
9. RESPONSIBLE CARE®:
Responsible Care is a voluntary initiative of International Council of Chemical Associations, implemented in India by IndianChemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution,to ultimate reuse, recycle and disposal, and to involve the public in the decision-making processes. We have got our Companyrecertified for Responsible Care® in October 2023. The recertification is valid till October 2026. Several programs and studiesrelated to safety, environment and health have been taken up and are being implemented.
Your Company continues to participate in developing Product Safety and Stewardship and Product distribution code as a partof initiative taken by Indian Chemical Council (ICC) along with other chemical companies. The objective was to update codesafter rigorous implementation of the Responsible Care program and findings of audits.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of theCompanies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure 2”.
11. SAFETY, HEALTH AND ENVIRONMENT:
A. SAFETY:
We foster a high level of safety awareness among our employees and consistently strive for continuous improvement. Tofurther this goal, we have initiated an exhaustive review of standard operating procedures and conducted HAZOP studieswith external consultants. We have launched an extensive program to Transform Safety Culture across the organization.As a key structural driver, we have formed 6 Cross-Functional Teams (CFTs)—focusing on Standards, Contractor Safety,Behaviour Intervention, Process Safety, Incident Investigation, and Competence—with 2 review meetings already held totrack their progress. In April 2026, we implemented a digital transformation platform for ESG-EHS core pillar governance.For the continuous monitoring of unsafe acts, we have utilized our existing cameras with AI enabled at our Kurkumbh site.
Our commitment extends to the community through active participation in Mutual Aid schemes within our industrialareas. We have intensively trained our Emergency Response Team (ERT) to handle both industrial and natural eventualitiesfor onsite and offsite emergencies. As a leading member of the Local and District Crisis Groups, we have earned a strongreputation among statutory authorities and neighbouring societies for our prompt support during disaster managementevents. To maintain peak readiness, we conduct scheduled mock drills, truncated exercises, and table top simulations.Identified gaps are closed through our continuous improvement process, while daily toolbox talks ensure safety remains aprimary focus for all employees and stakeholders.
We continue to invest in human capital by connecting employees to skill development through external expert training.This includes specialized sessions on SIL/LOPA (Safety Integrity Level / Layer of Protection Analysis), Behavior-BasedSafety (BBS), ERT training, first aid, and Electrostatic Discharge (ESD) prevention. To mitigate fire risks, we implementactions based on Quantitative Risk Assessment (QRA) studies across all locations. At the Kurkumbh site, we revamped thefire hydrant system from underground to above-ground to comply with IS 13039 requirements. Fire water sprinkler workis also in progress and will be completed before December 2026. Our Patalganga and Dahej sites remain fully compliantwith high-hazard category standards and IS requirements.
To ensure accountability, all incidents and near-misses are investigated thoroughly by cross-functional teams, withcorrective actions implemented company-wide. Senior management conduct monthly walkthrough rounds to record and closesafety observations in every area of the factory. We measure our progress using Key Performance Indicators (KPIs), reviewing
leading and lagging indicators in monthly EHS meetings chaired by the Executive Director. Employees are encouraged toreport near-miss to proactively improve performance. Finally, we have implemented Behaviour-Based Safety and introducedthe Multi-Step Planning Process (MSPP), a unique initiative for quick risk assessment before starting any activity.
B. HEALTH & HYGIENE:
The health and well-being of employees continue to be of utmost importance to the us. All new employees, includingcontract employees, undergo pre-employment medical examination before joining. In addition, periodic medical examinationsare conducted every six months for employees. Periodic medical examination of drivers is also carried out to ensure theirfitness and safety.
We conduct regular health awareness and training programmes on lifestyle diseases, stress management, preventivehealthcare, and healthy living through eminent doctors and specialists. Occupational Health Centers at all manufacturinglocations are equipped with qualified Factory Medical Officers, nursing staff, ambulance facilities, and trained first aiders.
Workplace monitoring is carried out periodically to assess chemical exposure, noise levels, and ambient air quality in linewith National Ambient Air Quality Standards. Under the Industrial Hygiene programme, exposure monitoring and baselinestudies have been completed across all sites. Strong engineering controls have kept employee exposure significantly belowinternationally accepted limits. A detailed Industrial Hygiene Survey is planned across all production sites during FY 2026-27.
We have also introduced G6PD deficiency testing for vulnerable employees and engaged a professional consulting doctorto strengthen occupational health practices. Additional initiatives planned for FY 2026-27 include a Mental Well-beingProgramme, Employee Assistance Programme, counselling, and stress support services.
We are also assessing and monitoring an Employee Health Index across locations to drive continuous improvement.
For transportation-related safety and health management, drivers are provided specialized training on the hazards associatedwith transported chemicals and their possible health impacts. Driver training video is initiated recently at our sites.
C. ENVIRONMENT:
Environmental protection and strict adherence to pollution control norms are top priorities for us. Our sustainability effortshave been recognized by EcoVadis with a Bronze rating, reflecting our commitment to environmental, social, and ethicalperformance throughout our supply chain.
i) Air Emissions -We conduct regular monitoring of emissions from various sources, ensuring all parameters remainwell within the limits specified in our consent to operate. At our sites, we have installed Online Continuous EmissionMonitoring Systems (OCEMS), connected to the State Pollution control Board and CPCB portals.
ii) Liquid Waste Treatment -Our manufacturing sites utilize integrated Effluent Treatment Plants (ETP) featuring primary,secondary, and tertiary treatment stages to maintain discharge standards within prescribed limits. To ensure transparency,we have deployed online real-time monitoring systems (OCEMS) across all locations. We achieve 100% effluent recyclingat Kurkumbh through Reverse Osmosis (RO) and Multi-Effect Evaporators (MEE), and all our sites now possess ZeroLiquid Discharge (ZLD) capabilities. Additionally, treated water from our Sewage Treatment Plants is fully repurposedfor gardening, supported by various “GO GREEN” initiatives at our plants and staff colonies.
iii) Hazardous Waste (HW) Management -Viewing waste as a business loss and an environmental risk, we focus on sourcereduction by improving process yields and replacing hazardous chemicals with safer alternatives. We prioritize thecircular economy by recycling waste as raw material, reprocessing it into usable products, or finding direct applicationsfor it. When recovery is not feasible, waste is diverted to authorized recyclers or disposed of via secured landfills andincineration at Common Hazardous Waste Treatment Storage and Disposal Facilities (CHWTSDF). We have set objectivesfor waste management through reduction / recycle / reuse / recovery techniques. These objectives are continuouslyreviewed for their progress and effectiveness.
iv) Green belt - Tree plantation both within and outside our factory premises is a core activity conducted on a regularbasis. At Kurkumbh, we have developed 94,731 m2 green belt and planted approx. 17,342 various species of plants.At Dahej, we have developed 22,000 m2 area for green belt inside the plot and taken an adjacent land on lease fromGIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous to the existing plot. Around6,768 various species of trees are planted at both the places. At Patalganga, we have developed 5,010 m2 area for greenbelt inside the plot and planted approx. 203 various species of plants, ensuring a significant ecological footprint atevery location.
D. SAFETY, HEALTH AND ENVIRONMENT (SHE) INCIDENTS:
Safety is the bedrock of our core values. During FY 2025-26, there was no reportable safety incident. This performanceis driven by a focus on proactive leading indicators, including the continuous monitoring of unsafe conditions and adisciplined approach to the outcomes of our six Cross-Functional Teams (CFTs). We maintain a high level of rigor inIncident Investigations and Near-Miss Root Cause Analysis (RCA) to prevent recurrence. Our commitment to process safetyis further demonstrated through PSSR (Pre-Startup Safety Reviews), HAZOP studies conducted by external agencies, andstrict adherence to Management of Change (MOC) protocols.
To ensure a competent workforce, we have achieved 100% training coverage, supplemented by daily Toolbox Talks (TBT).Governance is reinforced through monthly Central Safety Committee (CSC) and Safety Review meetings, alongside regularinternal and external audits. Furthermore, we actively promote a safety-first mindset through various campaigns during NationalSafety Week and other targeted safety initiatives throughout the year.
12. CORPORATE SOCIAL RESPONSIBILITY:
Your Company works with a deep sense of social commitment and contributes towards the welfare of the society that it is partof. The Corporate Social Responsibility (CSR) Committee comprises of Mr. Yogesh M. Kothari, Chairman and Managing Director,as Chairman of the Committee, Mr. Kirat M. Patel, Executive Director and Mrs. Leja S. Hattiangadi, Independent Director, asmembers of the Committee. The Company has formulated a new CSR Policy indicating the activities to be undertaken by theCompany, which has been approved by the CSR Committee and the Board. In terms of the new CSR Policy, the Company’sCSR initiatives are prioritized in the areas of Education, Health and Women Empowerment, Environment Sustainability, RuralDevelopment, Art and Culture.
The CSR budget for FY 2025-26 was '513.00 lakhs, out of which Company has spent '480.41 lakhs and an unspent amount of'32.59 lakhs relating to ongoing projects has been transferred to separate Bank Account and said amount shall be spent withina period of three financial years, as per the provisions of Companies Act, 2013. Out of unspent amount of '9.88 lakhs relatingto ongoing projects for FY 2024-25, which was also transferred to separate Bank Account an amount of '1 Lakh has been spentduring the financial year and balance amount of '8.88 lakhs will be spent during FY 2026-27.
The Annual Report on CSR activities is annexed herewith as “Annexure 3”. The CSR Policy can be viewed on the website ofthe Company at https://alkylamines.com/wp-content/uploads/2022/03/V1-CSR-Policy.pdf
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Premal N. Kapadia (DIN 00042090) Non-Executive Non-Independent Director, retires by rotation at the ensuing AGM and,being eligible, has offered himself for re-appointment.
The Board of Directors has, on the recommendation of Nomination & Remuneration Committee and subject to approval of share¬holders through Postal Ballot, at their meeting held on November 4, 2025, approved the revision in remuneration, only withrespect to Commission payable, to Mr. Rakesh Goyal, Whole-time Director - Operations w.e.f. January 1, 2026 upto May 31, 2027.
Thus, the Commission payable to him for FY 2025-26 shall be @ 0.10% on the net profits of FY 2025-26, for the nine monthsperiod from April 1, 2025 to December 31, 2025 and @ 0.30% on the net profits of FY 2025-26 for the three months periodfrom January 1, 2026 to March 31, 2026. From FY 2026-27 onwards i.e. with effect from April 1, 2026 till May 31, 2027, thecommission payable to him shall be 0.30% on the net profits of respective financial year, as calculated under provisions of theCompanies Act, 2013. Other terms and conditions of his remuneration which were effective from April 1, 2025 shall continueand remain unchanged.
Subsequently, the shareholders have, by special resolution, approved the said revision in remuneration payable to Mr. RakeshGoyal, Whole-time Director - Operations through Postal Ballot on December 20, 2025.
The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteriafor independence as mentioned under Section 149 (6) of the Companies Act, 2013.
In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves withthe Indian Institute of Corporate Affairs, Manesar (‘IICA) and their registration certificates are valid.
The following are the Key Managerial Personnel of the Company in terms of the provisions of the Companies Act, 2013 readwith The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
• Mr. Yogesh M Kothari, Chairman & Managing Director
• Mr. Kirat M. Patel, Executive Director
• Mr. Suneet Y Kothari, Executive Director
• Mr. Rakesh Goyal, Whole-time Director (Operations)
• Mr. Chintamani D. Thatte, General Manager (Legal) & Company Secretary (and as Compliance Officer)
• Ms. Kanchan Shinde, Chief Financial Officer
There was no change in the composition of the Board of Directors and Key Managerial Personnel during the financial yearunder review.
13.1 Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the annual evaluation has been carried outby the Board of its own performance and that of its committees and individual Directors by way of individual and collectivefeedback from Directors. The Directors expressed their satisfaction with the evaluation process.
13.2 Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection andappointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy can be viewedon the company’s website at https://alkvlamines.com/wp-content/uploads/2022/03/Nomination-and-Remuneration-Policv.pdf
13.3 Meetings
During the financial year, five Board Meetings and four Audit Committee Meetings were convened and held, the details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013 and circulars and regulations issued under SEBI Listing Regulations, as amended from time to time.
13.4. Directors’ Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicableaccounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistentlyand judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The ongoing geopolitical conflict in the Middle East led to disruptions in logistics networks, and international crude oil andpetrochemicals supply chains. The disruption impacted the availability of Liquefied Natural Gas (LNG), which is a criticalinput for the production of Ammonia. Consequently, several Ammonia manufacturers have indicated their inability to supplythe product during this period due to Force Majeure conditions. Due to this, the Company faced the challenges in procuringAmmonia, a key raw material used in the manufacture of Methylamines, Ethylamines and their derivatives. Due to the non¬availability of Ammonia, the Company was constrained to temporarily suspend the manufacturing of said products at itsPatalganga, Kurkumbh and Dahej sites and constitutes a force majeure event arising from the aforesaid geopolitical conflict. Themanufacture of other products at these sites, where ammonia was not required, was continued.
Except this, no material changes or commitments have occurred between the end of the financial year and the date of thisReport which affect the financial statements of the Company in respect of the reporting year.
14. RISK MANAGEMENT:
The Company has an elaborate Risk Management reporting system, which is designed to enable risks to be identified, assessedand mitigated appropriately. The Board has constituted a Risk Management Committee to identify elements of risk in differentareas of operations and has formulated a Risk Management Policy for actions associated to mitigate the risks. There is a well-structured Business Continuity Plan with Risk Management process for identifying the risks which has helped in developmentof detailed risk mitigation plan. The Board oversees the Risk Management Report detailing all the risks that the Company facessuch as Marketing, Supply Chain, Commercial, Operations and Safety, Human Resource, Compliance and Financial and thereis an adequate risk management infrastructure in place, capable of addressing those risks. The Risk Management Policy isavailable on the website of the Company at https://alkvlamines.com/wp-content/uploads/2022/05/Risk-Management-Policv.pdf
15. INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integrated part of the risk management reporting system, addressing financial and financialreporting risks. Assurance on the effectiveness of internal financial controls is obtained through management reviews andcontinuous monitoring by functional experts. We believe that these checks provide reasonable assurance that our internalfinancial controls are designed effectively, are adequate and are operating as intended.
Further, National Financial Reporting Authority (NFRA) issued a Circular on January 7, 2026 which emphasizes the importanceof transparent, timely, and well-structured communication throughout the audit cycle to strengthen governance oversight andenhance quality. For establishing continuous two-way communication process between the Statutory Auditors and Those Chargedwith Governance (TCWG), it is essential to clearly determine what constitutes the TCWG. TCWG factually refers to the Board ofDirectors, as the Board is ultimately responsible for governance. The Board at its meeting held on March 31, 2026 unanimouslydecided that the Board of Directors shall be considered as TCWG.
Regarding the requirement under the Circular to appoint the nodal person from TCWG to facilitate structured and effectivecommunication with the nodal person from Statutory Auditors, the Board at the said meeting approved the appointment of Mr.Kirat M. Patel, Executive Director as the nodal person of TCWG who shall communicate with the Mr. Vinay Balse, the nodalperson from Statutory Auditors side.
The Board also approved the Framework for effective Communication between the Statutory Auditors and TCWG. Theframework incorporates the requirements specified in the circular and aims to facilitate timely, well-structured, and transparentcommunication between the Statutory Auditors and the TCWG.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their genuineconcerns and to deal with instances of fraud and mismanagement, if any. The Mechanism provides for adequate safeguardsagainst victimization of director(s)/employee(s) who can avail of the mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The Company has not received any complaints from whistle blowersduring the financial year 2025-26. The policy is available on the website of the Company at https://alkylamines.com/wp-content/uploads/2022/03/Whistle-Blower-Policy.pdf
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were at an arm’s length basis and were in theordinary course of business. There are no materially significant related party transactions made by the Company with Promoters,Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of theCompany at large.
All Related Party Transactions are placed for prior approval before the Audit Committee as also the Board. Prior omnibus approval,wherever necessary, of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https://alkvlamines.com/wp-content/uploads/2026/06/V2-Related-Party-Transaction-Policy.pdf
Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’slength basis, form AOC-2 is not applicable to the Company.
18. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, whichis available on the Company’s website at https://alkvlamines.com/wp-content/uploads/2022/03/Code-of-Conduct.pdf. All BoardMembers and Senior Management personnel have affirmed compliance with the code of conduct.
19. INSIDER TRADING POLICY:
As required under the SEBI (Prohibition of Insider Trading) Regulations, 2015, your directors have framed and approvedInsider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation’ and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders’. The Policyis available on the company’s website at https://alkvlamines.com/wp-content/uploads/2022/03/INSIDER-TRADING-POLICY.pdf
20. FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act,2013 and the Companies (Acceptance of Deposits) Rules, 2014.
21. INSURANCE:
The Properties and Assets of the Company are adequately insured.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concernstatus of the Company and its future operations.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, whereverapplicable, are given in the notes to financial statements.
24. AUDITORS:24.1 Statutory Auditors
M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai (Firm Registration Number 108296W) were appointed as StatutoryAuditors of the Company at the 42nd AGM held on August 1, 2022 for second term of five consecutive years, to hold office fromthe conclusion of 42nd AGM till the conclusion of the 47th AGM of the Company. The Companies (Amendment) Act, 2017 hadwaived the requirement for ratification of the appointment by the members at every AGM. Hence, the approval of the membersis not being sought for the re-appointment of the Statutory Auditors and in line with resolution of their appointment passed
at the 42nd AGM held on August 1, 2022. The Auditor’s Report for financial year 2025-26 does not contain any qualification,reservation, disclaimer or adverse remark. There was no instance of fraud during the financial year under review, whichrequired the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framedthereunder. The Auditor’s Report is enclosed with the financial statements in this Annual Report.
24.2 Cost Auditors
In terms of the Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is statedthat the cost accounts and records are made and maintained by the Company as specified by the Central Government underSection 148(1) of the Companies Act, 2013.
The Board of Directors has, on the recommendation of Audit Committee, re-appointed M/s. Manish Shukla & Associates, as CostAuditor for the financial year 2026-27 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Recordsand Audit) Amendment Rules 2014, as amended from time to time.
The remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for theirratification. Accordingly, Resolution seeking Members’ ratification for the remuneration payable to Cost Auditor for the financialyear ending 2026-27 is sought under Item No. 4 of the Notice convening the AGM.
24.3 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and SEBI Listing Regulations, as amended, the Members in their 45th AGM held on July 1,2025 appointed Mr. Prashant Mehta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for aperiod of five years with effect from financial year 2025-26 till 2029-30.
The Secretarial Auditor’s Report for financial year 2025-26 does not contain any qualification, reservation, disclaimer or adverseremark. The Report of the Secretarial Auditor for the financial year ended March 31, 2026 is annexed herewith as “Annexure 4”.
24.4 Internal Auditors
The Board of Directors based on the recommendations of the Audit Committee have re-appointed Aneja Assurance PrivateLimited, Mumbai, Chartered Accountants as Internal Auditors of the Company for the Financial Years 2026-27. The InternalAuditors submit their report on quarterly basis to the management.
25. CORPORATE GOVERNANCE:
As per SEBI Listing Regulations, a separate section is annexed herewith as “Annexure 5” on corporate governance practicesfollowed by the Company, together with a certificate from the Company’s Secretarial Auditors confirming compliance, formsan integral part of this Report.
The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by the Central Government under Section 118 (10) of the Companies Act, 2013 for the financial year ended March 31, 2026.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In terms of SEBI Listing Regulations, top 1000 listed entities, as per market capitalization, are required to attach ‘BusinessResponsibility and Sustainability Report’ to their Annual Report. Accordingly, a separate section on Business Responsibility andSustainability Report, forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations
27. CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company does not have any subsidiary or associate company there is no requirement of preparing the ConsolidatedFinancial Statements during the financial year 2025-26 in accordance with relevant IND AS 110 issued by the Institute ofChartered Accountants of India.
28. ANNUAL RETURN
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014 is available on the website of the Company and can be accessed at https://alkylamines.com/wp-content/uploads/2026/06/2025-2026.pdf
29. EMPLOYEES
a) EMPLOYEE STOCK OPTION PLAN 2018 (ESOP 2018)
The ESOP Scheme, AACL Employees Stock Option Plan 2018’ (AACL ESOP, 2018) approved by the shareholders in 2019, isin compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEBSE) Regulations,2021). There were no changes in the Scheme during the financial year. The Nomination and Remuneration Committee(NRC) of the Board of Directors of the Company, inter alia, administers and monitors the Scheme.
In terms of the approval of the shareholders by Postal Ballot for sub-division and related actions and as a consequence of thesub-division of equity shares from face value of '5 into face value of '2 in FY 2021-22, the Company has made appropriateadjustments to the exercise quantity and to the exercise price of the outstanding ESOPs granted to employees with effectfrom opening of business hours on May 13, 2021 (being the next working day post the record date of subdivision) so asto ensure that the resultant payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to theadjustment to the revised exercise quantity and exercise price remains unchanged for grantees. Fraction quantity arising dueto the adjustment to the individual vest quantity has been rounded down and the resultant difference, wherever applicable,due to such adjustment, shall be paid off to grantees as per market price of the shares prevailing at the time of exerciseof Options relevant to fraction Option, by applying the formula (Market price of share at the time of exercise of relevantOption less exercise price multiplied by fraction Option). The ESOPs grantees have been intimated about this adjustment,along with adjusted statement of ESOPs.
The total ESOP grants till date aggregate to 2,41,752 out of total 5,10,000 (pre-split 2,04,000) ESOPs permitted to be grantedas per AACL ESOP, 2018. Of the 2,41,752 ESOPs granted till date, 1,53,072 equity shares of '2 per share have been allottedtill date pursuant to exercise of ESOPs.
The disclosures regarding stock options required to be made under the provisions of the SEBI (SBEBSE) Regulations, 2021 areavailable on the website of the Company at https://alkvlamines.com/wp-content/uploads/2026/06/ESQP-Disclosure-2025-2026.pdf
A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI(SBEBSE) Regulations, 2021 and the resolution passed by the members, shall be placed in the ensuing AGM for inspectionby the Members. A copy of the same will also be available for inspection at the Company’s Registered Office.
b) DISCLOSURES UNDER SECTION 197 QF THE COMPANIES ACT, 2013
Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Companies, Act,2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 madethereunder, form part of the Board’s Report. The said disclosures, information and details in respect of employees ofthe Company required pursuant to said Section and the Rule made thereunder will be provided upon request. Further,a statement showing the names and particulars of employees drawing remuneration in excess of limits as set out underRule 5(2) of the said Rules also forms part of this Report. However, in terms of Section 136 of the Companies Act 2013,the Report and Accounts are being sent to the Members and others entitled thereto, excluding the statement of particularsof employees and is available for inspection by the Members at the Registered Office of the Company during office hours(i.e. 11:00 A.M. to 4:00 P.M.) on all working days other than on Saturday and Sunday till the date of AGM. If any Memberis interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
30. a. DISCLOSURE UNDER SEXUAL HARASSMENT QF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013:
The Company has formulated a comprehensive policy on prevention, prohibition and redressal against sexual harassment ofwomen at workplace, which is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (‘POSH’). The said policy has been made available on the website of the Company at https://alkvlamines.com/wp-content/uploads/2023/06/Prevention-of-Sexual-Harassment-policv-2023.pdf
In line with the requirements of POSH, the Company has set up Complaints Committees at its workplaces to look into complaints of sexualharassment received from any women employee. No complaints of sexual harassment have been received during the financial year 2025-26.
b. COMPLIANCE WITH PROVISIONS RELATING TO MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 during the financial year 2025-26.
31. CAUTIONARY STATEMENT
Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations orforecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materiallyfrom those expressed in the statement. Important factors that could influence the Company’s operations include global and domesticdemand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in governmentregulations, tax laws, economic developments within the country and other factors such as pandemic, litigation and industrial relations.
32. ACKNOWLEDGEMENTS
The Directors would like to take this opportunity to show their appreciation to all employees for their hard work, dedicationand support which has helped us face all challenges and enable business continuity. The Directors wish to place on recordtheir appreciation of the continuous support received by the Company from the investors, participating Banks, Central/StateGovernment Departments, its Customers and Suppliers.
For and on behalf of the Board
Place: Mumbai YOGESH M. KOTHARI
Date: May 5, 2026 Chairman & Managing Director
(DIN: 00010015)