The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statementsfor the year ended on March 31, 2026.
01. Financial results
Standalone
Consolidated
2025-26 I
2024-25
2025-26 1
Revenue from operations
8,4911
4,888
23,964|
13,532
Sales and other income
8,555|
4,950
24,189|
13,584
Profit before tax
6331
937
2,7951
3,261
Provision for tax
180)
250
5571
332
Profit for the year
4541
687
2,2381
2,930
Other comprehensive income (net of tax)
-
1
5|
(1)
Total comprehensive income
688
2,3431
2,929
Balance brought forward
1,2191
531
1,5411
(1,388)
Balance carried forward
1,5491
1,219
3,6611
1,541
02. Performance
Standalone revenue for the year stood at ' 8,491lakh, an increase of 74% over the previous year.This improvement was driven by an increase of67% in price realisation and an increase of 7%in volume. Profit before tax (PBT) stood at ' 633lakh, a decrease of 32%, mainly due to increasein input prices.
Consolidated revenue for the year stood at' 23,964 lakh, an increase of 77% over theprevious year. This improvement was driven by anincrease of 74% in price realisation and an increaseof 3% in volume. Consolidated PBT stood at' 2,795 lakh. Consequently, the balance ofconsolidated profits carried forward stood at' 3,661 lakh compared with ' 1,541 lakh in theprevious year.
03. Dividend
The Board has recommended a dividend of ' 1.5per fully paid-up equity share of ' 10 each for theyear ended March 31, 2026, as against ' 1 pershare in the previous year. The dividend will entailan outflow of ' 185.44 lakh on the paid-up equityshare capital of ' 123.63 lakh.
04. Energy conservation, technology absorption,foreign exchange earnings and outgo
Information required under Section 134(3) (m) ofthe Companies Act, 2013 (the Act), read with Rule8(3) of the Companies (Accounts) Rules, 2014,
as amended from time to time, forms part of thisreport which is given on page number 27.
05. Insurance
The Company has taken adequate insurance forits current and fixed assets, team members andproducts against various relevant risks.
06. Risk management
Risk management is an integral part of thebusiness practice of the Company. The frameworkof risk management concentrates on formalising asystem to deal with the most relevant risks, buildingon existing management practices, knowledgeand structures. With the help of a reputedinternational consultancy firm, the Company hasdeveloped and implemented a comprehensiverisk management system to ensure that risks tothe continued existence of the Company as agoing concern and to its growth are identifiedand remedied on a timely basis. While definingand developing the formalised risk managementsystem, leading standards and practices havebeen considered. The risk management systemis relevant to the business reality, is pragmatic,simple and involves the following:
a) Risk identification and definition - Focuses onidentifying relevant risks, creating | updatingclear definitions to ensure undisputedunderstanding along with details of theunderlying root causes | contributing factors.
b) Risk classification - Focuses on understandingthe various impacts of risks and the level ofinfluence on their root causes. This involvesidentifying various processes, identifying theroot causes and a clear understanding of riskinter-relationships.
c) Risk assessment and prioritisation - focuses ondetermining risk priority and risk ownership forcritical risks. This involves the assessment ofthe various impacts, taking into considerationthe risk appetite and the existing mitigationcontrols.
d) Risk mitigation - focuses on addressingcritical risks to restrict their impact(s) to anacceptable level (within the defined riskappetite). This involves a clear definition ofactions, responsibilities and milestones.
e) Risk reporting and monitoring - Focuses onproviding to the Audit Committee and theBoard, periodic information on risk profileevolution and mitigation plans.
Roles and responsibilities
Governance
The Board has approved the Risk ManagementPolicy of the Company. The Company has laiddown procedures to inform the Board itemslisted a) to d) listed above. The Audit Committeeperiodically reviews the risk management systemand gives its recommendations, if any, to the Board.
The Board reviews and guides the RiskManagement Policy.
Implementation
Implementation of the Risk Management Policyis the responsibility of Management. It ensuresthe functioning of the risk management systemas per the guidance of the Audit Committee.The Company has a risk management oversightstructure and has a Chief Risk and ComplianceOfficer.
The Management at various levels takesaccountability for risk identification, appropriatenessof risk analysis and timeliness as well as theadequacy of risk mitigation decisions at bothindividual and aggregate levels. It is also responsiblefor the implementation, tracking and reportingof defined mitigation plans, including periodicreporting to the Audit Committee and the Board.
07. Internal financial controls
The internal financial controls over financialreporting are designed to provide reasonable
assurance regarding the reliability of financialreporting and the preparation of the FinancialStatements. These include those policies andprocedures that:
a) Pertain to the maintenance of records, which inreasonable detail, accurately and fairly reflectthe transactions and dispositions of the assetsof the Company,
b) Provide reasonable assurance that transactionsare recorded as necessary to permit thepreparation of the Financial Statementsin accordance with Generally AcceptedAccounting Principles and that receipts andexpenditures are being made only in accordancewith authorisations of the Management andthe Directors of the Company,
c) Provide reasonable assurance regarding theprevention or timely detection of unauthorisedacquisition, use or disposition of the assetsthat can have a material effect on theFinancial Statements. A reputed internationalconsultancy firm has reviewed the adequacyof the internal financial controls concerning theFinancial Statements.
The Management assessed the effectivenessof the internal financial controls over financialreporting as of March 31, 2026 and the Boardbelieves that the controls are adequate.
08. Fixed deposits
The Company did not accept any deposits fromthe public and as such no amount on account ofprincipal or interest on deposits from public wasoutstanding as of March 31, 2026.
09. Loans, guarantees, investments and security
Particulars of loans, guarantees, investments andsecurity provided are given on page number 103.
10. Subsidiary company
Amal Speciality Chemicals Ltd is a materialsubsidiary in accordance with the applicableprovisions of the Securities and Exchange Boardof India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (ListingRegulations).
11. Related party transactions
All the transactions entered into with the relatedparties were in the ordinary course of businessand on an arm's length basis and were reviewedand approved by the Audit Committee. Materialrelated-party transactions were also approvedby the members in compliance with the ListingRegulations. Details of such transactions are
given on page number 115. No transactionswere entered into by the Company that requireddisclosure in Form AOC-2.
12. Corporate social responsibility
The Corporate Social Responsibility (CSR) Policy,the CSR Report and the composition of the CSRCommittee are given on page number 27.
13. Annual return
Annual return is available on the website of theCompany at: https://www.amal.co.in/investors/information-for-stakeholders/annual-general-meeting/
14. AuditorsStatutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountantswere reappointed as the Statutory Auditors of theCompany at the 48th Annual General Meeting(AGM) held on September 08, 2022, until theconclusion of the 53rd AGM.
The Auditor's Report for the financial yearended on March 31, 2026, does not contain anyqualification, reservation or adverse remark. Thereport with the Financial Statements is given onpage number 75.
Secretarial Auditors
SPANJ & Associates, Company Secretaries, wereappointed as the Secretarial Auditors of theCompany at the 51st AGM held on August 29, 2025,until the conclusion of the 56th AGM.
The Secretarial Audit Report for the financialyear ended on March 31, 2026 is given onpage number 30.
The Secretarial Audit Report of Amal SpecialityChemicals Ltd, the material subsidiary, is also givenon page number 33.
15. Directors’ responsibility statement
a) In the preparation of the annual accounts for thefinancial year that ended on March 31, 2026,the applicable accounting standards have beenfollowed and there are no material departures.
b) The accounting policies were selected andapplied consistently and judgements andestimates thus made were reasonable andprudent so as to give a true and fair view ofthe state of affairs of the Company at the endof the financial year and of the profit and lossof the Company for that period.
c) Proper and sufficient care was taken for themaintenance of adequate accounting records
in accordance with the provisions of the Act forsafeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities.
d) The annual accounts for the year ended onMarch 31, 2026, were prepared on a goingconcern basis.
e) Adequate internal financial controls to befollowed by the Company were laid down andthey were adequate and operating effectively.
f) Proper systems were devised to ensurecompliance with the provisions of all applicablelaws and the same were adequate andoperating effectively.
16. Directors
16.1 Retirement | Reappointment | Appointment
a) Retirement:nil
b) Reappointment:
According to Article 131 of the Articles ofAssociation of the Company, Mr Sunil Lalbhairetires by rotation and being eligible, offershimself for reappointment at the ensuing AGM.
c) Appointment:
Dr Mahabaleshwar Palekar was appointed asan Independent Director for a period of fiveconsecutive years effective August 01, 2025.
In the opinion of the Board, Dr MahabaleshwarPalekar fulfils the requisite conditions as perapplicable laws and is independent of themanagement of the Company.
16.2 Policies on appointment and remunerationThe salient features of the Policy are as under:
16.2.1 Appointment
While recommending the appointment of Directors,the Nomination and Remuneration Committeeconsiders the following factors:
a) Qualification: well-educated and experienced insenior leadership positions within the industry.
b) Traits: positive attributes and qualities.
c) Independence: criteria prescribed in the Actand the Listing Regulations for the IndependentDirectors, including no pecuniary interest andconflict of interest:
16.2.2 Remuneration of the Non-executive Directors
a) Sitting fees: up to ' 40,000 for attending aBoard, Committee and any other meeting
b) Commission: up to 1% of the net profit as maybe decided by the Board based on
i) Profit
ii) Attendance
iii) Category (Independent or Non-executive)
16.2.3 Remuneration of the Executive DirectorsThis is given under paragraph number 2.6.
16.3 Criteria and method of annual evaluation
16.3.1 The criteria for evaluation of the performance of
a) the Executive Directors, b) the Non-executiveDirectors (other than Independent Directors),
c) the Independent Directors, d) the Chairman,e) the Committees of the Board and f) the Boardas a whole are summarised in the table at the endof the Directors' Report at page 25.
16.3.2 The Independent Directors have carried out anannual:
a) review of the performance of the ExecutiveDirectors
b) review of the performance of the Non-executiveDirectors (other than Independent Directors)
c) review of the performance of the Chairmanand assessment of the quality, quantity andtimeliness of the flow of information to the Board
d) review of the performance of the Board asa whole
16.3.3 The Board has carried out an annual evaluationof the performance of:
a) its committees, namely, Audit, Corporate SocialResponsibility, Nomination and Remunerationand Stakeholders Relationship
b) the Independent Directors
The templates for the above purpose werecirculated in advance for feedback from theDirectors.
16.4 Familiarisation programs for the IndependentDirectors
The Company has familiarisation programs forits Independent Directors. It comprises, amongstothers, presentations by and discussions withthe Senior Management on the nature of theindustries in which it operates, its vision andstrategy, its organisation structure and relevantregulatory changes. A visit is organised to oneor more of its manufacturing sites. Details of the
familiarisation programs are also available atwww.amal.co.in/about/directors/
17. Key Managerial Personnel and other employees
17.1 Appointments and cessations of the KeyManagerial Personnel
There were no appointments | cessations of theKey Managerial Personnel during the year.
17.2 Remuneration
The Remuneration Policy related to the KeyManagerial Personnel and other team membersconsists of the following:
17.2.1 Components:
a) Fixed pay
i) Basic salary
ii) Allowances
iii) Perquisites
iv) Retirals
b) Variable pay
17.2.2 Factors for determining and changing fixed pay:
a) Existing compensation
b) Education
c) Experience
d) Salary bands
e) Performance
f) Market benchmark
17.2.3 Factors for determining and changing variable pay:
a) Company performance
b) Business performance
c) Individual performance
d) Work level
18. Analysis of remuneration
The information required pursuant to Sections134(3)(q) and 197(12) of the Companies Act, 2013,read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, forms part of this Report. However, as perthe provisions of Sections 134 and 136 of the Act,the Report and the Accounts are being sent to themembers and others entitled thereto, excluding theinformation on particulars of team members, whichare available for inspection by the members.
There were no employees during the year, drawingremuneration exceeding the limit specified.
19. Management Discussion and Analysis
The Management Discussion and Analysis is givenon page 37.
20. Corporate Governance Report
20.1 Declaration given by the Independent Directors
The Independent Directors have given declarationsunder Section 149(6) of the Act.
20.2 Report
The Corporate Governance Report, along with thecertificate from the Practicing Company Secretaryregarding the compliance of the conditions ofcorporate governance pursuant to Regulation34(3), read with Schedule V of the Regulations,is given on page number 54. Details about thenumber of meetings of the Board held duringthe year, are given on page number 42. Thecomposition of the Audit Committee is given onpage number 45.
All the recommendations given by the AuditCommittee were accepted by the Board.
20.3 Whistleblower Policy
The Board, on the recommendation of the AuditCommittee, had approved a vigil mechanism(Whistleblower Policy). The Policy providesan independent mechanism for reporting andresolving complaints pertaining to unethicalbehaviour, actual or suspected fraud and violationof the Code of Conduct of the Company and isdisplayed on the website of the Company atwww.amal.co.in/investors/ policies/
No person has been denied access to theAudit Committee.
20.4 Secretarial standards
Secretarial standards as applicable to theCompany were followed and complied with duringthe year.
20.5 Prevention, prohibition and redressal of sexualharassment
Details required under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition andRedressal) Act, 2013, and rules thereunder aregiven on page 48.
20.6 Maternity benefits
The Company has complied with provisionsrelating to maternity benefits.
21. Acknowledgements
The Board expresses its sincere thanks to allthe employees, customers, suppliers, lenders,regulatory and government authorities, stockexchanges and investors for their support.
For and on behalf of the Board of Directors
(Sunil Lalbhai)
Mumbai Chairman
April 22, 2026 DIN: 00045590