DIRECTORS' REPORT
TO THE MEMBERS
Dear Shareholders,
Your directors take pleasure in presenting the 46th Annual Report on the business and
operations of your Company together with Audited 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 |
2024-25 |
|
Rs. in lakhs |
Rs. 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 |
24,347 |
24,864 |
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 |
1,32,969 |
2. PERFORMANCE HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS:
During the financial year under review, total Income decreased from Rs.1,60,162 lakhs
to Rs.1,56,751 lakhs, a decrease of 2%. Profit before tax for the financial year was
Rs.24,347 lakhs compared to Rs.24,864 lakhs of the previous financial year (decrease of
2%) and Profit after tax was Rs.18,000 lakhs as against Rs.18,611 lakhs of the previous
financial year (decrease of 3%). Your Directors do not propose to transfer any amount to
the Reserves for the financial year ended March 31, 2026. Further, details of operations
are given in the Management Discussion and Analysis Report annexed herewith as
"Annexure 1". There has been no change in the nature of business of the Company.
3. DIVIDENDS:
The Board is pleased to recommend for your approval a dividend of Rs.10/- (500%) per
equity share on the face value of Rs.2/- each for the financial year ended March 31, 2026
[Previous Year: Dividend of Rs.10/- (500%) per equity share of Rs.2/- each]. You are
requested 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 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, (SEBI Listing Regulations). The Dividend
Distribution 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
Rs.10,22,72,836/- consisting of 5,11,36,418 equity shares of Rs.2/- each to
Rs.10,22,88,104/- consisting of 5,11,44,052 equity shares of Rs.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 Rs.5/-
each fully paid-up into Rs.2/- each fully paid up through Postal Ballot, on March 17,
2021. The record date for the aforesaid sub-division was May 12, 2021. Accordingly, the
face value of equity shares of the Company stands sub-divided from Rs.5/- each into Rs.2/-
each fully paid up. The shareholders were issued fresh shares of face value of Rs.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 this Annual 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 Indian Chemical 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 Company recertified for Responsible Care? in October 2023. The
recertification is valid till October 2026. Several programs and studies related 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 part of initiative taken by Indian Chemical Council (ICC)
along with other chemical companies. The objective was to update codes after 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 the Companies 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. To further this goal, we have initiated an exhaustive review
of standard operating procedures and conducted HAZOP studies with 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 to track 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 industrial areas. We have intensively trained our Emergency Response
Team (ERT) to handle both industrial and natural eventualities for onsite and offsite
emergencies. As a leading member of the Local and District Crisis Groups, we have earned a
strong reputation among statutory authorities and neighbouring societies for our prompt
support during disaster management events. 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 a primary 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-Based Safety (BBS), ERT training,
first aid, and Electrostatic Discharge (ESD) prevention. To mitigate fire risks, we
implement actions based on Quantitative Risk Assessment (QRA) studies across all
locations. At the Kurkumbh site, we revamped the fire hydrant system from underground to
above-ground to comply with IS 13039 requirements. Fire water sprinkler work is also in
progress and will be completed before December 2026. Our Patalganga and Dahej sites remain
fully compliant with high-hazard category standards and IS requirements.
To ensure accountability, all incidents and near-misses are investigated thoroughly by
cross-functional teams, with corrective actions implemented company-wide. Senior
management conduct monthly walkthrough rounds to record and close safety 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 to report near-miss to proactively improve
performance. Finally, we have implemented Behaviour-Based Safety and introduced the
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, including contract employees, undergo pre-employment medical
examination before joining. In addition, periodic medical examinations are conducted every
six months for employees. Periodic medical examination of drivers is also carried out to
ensure their fitness and safety.
We conduct regular health awareness and training programmes on lifestyle diseases,
stress management, preventive healthcare, and healthy living through eminent doctors and
specialists. Occupational Health Centers at all manufacturing locations 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 line with National Ambient Air Quality Standards. Under
the Industrial Hygiene programme, exposure monitoring and baseline studies have been
completed across all sites. Strong engineering controls have kept employee exposure
significantly below internationally 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 doctor to strengthen occupational health practices. Additional
initiatives planned for FY 2026-27 include a Mental Well-being Programme, 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 associated with 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 efforts have been recognized by EcoVadis with a
Bronze rating, reflecting our commitment to environmental, social, and ethical performance
throughout our supply chain.
i) Air Emissions -We conduct regular monitoring of emissions from various sources,
ensuring all parameters remain well within the limits specified in our consent to operate.
At our sites, we have installed Online Continuous Emission Monitoring 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 recycling at Kurkumbh through Reverse Osmosis (RO) and Multi-Effect Evaporators
(MEE), and all our sites now possess Zero Liquid Discharge (ZLD) capabilities.
Additionally, treated water from our Sewage Treatment Plants is fully repurposed for
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 source reduction by improving process yields and replacing
hazardous chemicals with safer alternatives. We prioritize the circular economy by
recycling waste as raw material, reprocessing it into usable products, or finding direct
applications for it. When recovery is not feasible, waste is diverted to authorized
recyclers or disposed of via secured landfills and incineration at Common Hazardous Waste
Treatment Storage and Disposal Facilities (CHWTSDF). We have set objectives for waste
management through reduction/recycle/reuse/recovery techniques. These objectives are
continuously reviewed for their progress and effectiveness.
iv) Green belt - Tree plantation both within and outside our factory premises is a
core activity conducted on a regular basis. 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 from
GIDC for development of greenbelt having 35,622 m2 area. This outside plot is contiguous
to the existing plot. Around 6,768 various species of trees are planted at both the
places. At Patalganga, we have developed 5,010 m2 area for green belt inside the plot and
planted approx. 203+ various species of plants, ensuring a significant ecological
footprint at every 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 performance is driven by a focus on proactive leading indicators,
including the continuous monitoring of unsafe conditions and a disciplined approach to the
outcomes of our six Cross-Functional Teams (CFTs).
We maintain a high level of rigor in Incident Investigations and Near-Miss Root Cause
Analysis (RCA) to prevent recurrence. Our commitment to process safety is further
demonstrated through PSSR (Pre-Startup Safety Reviews), HAZOP studies conducted by
external agencies, and strict 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 regular internal and external
audits. Furthermore, we actively promote a safety-first mindset through various campaigns
during National Safety 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 part of. 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, as members of the Committee. The Company has formulated a new CSR
Policy indicating the activities to be undertaken by the Company, which has been approved
by the CSR Committee and the Board. In terms of the new CSR Policy, the Company's CSR
initiatives are prioritized in the areas of Education, Health and Women Empowerment,
Environment Sustainability, Rural Development, Art and Culture.
The CSR budget for FY 2025-26 was Rs.513.00 lakhs, out of which Company has spent
Rs.480.41 lakhs and an unspent amount of Rs.32.59 lakhs relating to ongoing projects has
been transferred to separate Bank Account and said amount shall be spent within a period
of three financial years, as per the provisions of Companies Act, 2013. Out of unspent
amount of Rs.9.88 lakhs relating to ongoing projects for FY 2024-25, which was also
transferred to separate Bank Account an amount of Rs.1 Lakh has been spent during 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 of the 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 shareholders through Postal Ballot, at their meeting
held on November 4, 2025, approved the revision in remuneration, only with respect 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 months period from April 1, 2025 to December 31, 2025 and @
0.30% on the net profits of FY 2025-26 for the three months period from January 1, 2026 to
March 31, 2026. From FY 2026-27 onwards i.e. with effect from April 1, 2026 till May 31,
2027, the commission payable to him shall be 0.30% on the net profits of respective
financial year, as calculated under provisions of the Companies Act, 2013. Other terms and
conditions of his remuneration which were effective from April 1, 2025 shall continue and
remain unchanged.
Subsequently, the shareholders have, by special resolution, approved the said revision
in remuneration payable to Mr. Rakesh Goyal, 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 criteria for 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 with the 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 read with 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 year under review.
13.1 Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the
annual evaluation has been carried out by the Board of its own performance and that of its
committees and individual Directors by way of individual and collective feedback 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 and appointment of Directors, Senior Management and their
remuneration. The Nomination and Remuneration Policy can be viewed on the company's
website at https://alkvlamines.com/wp-content/uploads/2022/03/Nomination-and-Remuneration-Policy.pdf
13.3 Meetings
During the financial year, five Board Meetings and four Audit Committee Meetings were
convened and held, the details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the 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 Directors make 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 applicable accounting 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 consistently and judgement and estimates have been made 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, 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 the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and 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 and petrochemicals supply chains. The disruption
impacted the availability of Liquefied Natural Gas (LNG), which is a critical input for
the production of Ammonia. Consequently, several Ammonia manufacturers have indicated
their inability to supply the product during this period due to Force Majeure conditions.
Due to this, the Company faced the challenges in procuring Ammonia, a key raw material
used in the manufacture of Methylamines, Ethylamines and their derivatives. Due to the
nonavailability of Ammonia, the Company was constrained to temporarily suspend the
manufacturing of said products at its Patalganga, Kurkumbh and Dahej sites and constitutes
a force majeure event arising from the aforesaid geopolitical conflict. The manufacture 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 this Report 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, assessed and mitigated appropriately. The Board has
constituted a Risk Management Committee to identify elements of risk in different areas 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 development of detailed risk
mitigation plan. The Board oversees the Risk Management Report detailing all the risks
that the Company faces such as Marketing, Supply Chain, Commercial, Operations and Safety,
Human Resource, Compliance and Financial and there is an adequate risk management
infrastructure in place, capable of addressing those risks. The Risk Management Policy is
available 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 financial reporting risks. Assurance on the effectiveness
of internal financial controls is obtained through management reviews and continuous
monitoring by functional experts. We believe that these checks provide reasonable
assurance that our internal financial 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 importance of transparent, timely, and well-structured
communication throughout the audit cycle to strengthen governance oversight and enhance
quality. For establishing continuous two-way communication process between the Statutory
Auditors and Those Charged with Governance (TCWG), it is essential to clearly determine
what constitutes the TCWG. TCWG factually refers to the Board of Directors, as the Board
is ultimately responsible for governance. The Board at its meeting held on March 31, 2026
unanimously decided 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 effective communication 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 nodal person from Statutory Auditors side.
The Board also approved the Framework for effective Communication between the Statutory
Auditors and TCWG. The framework incorporates the requirements specified in the circular
and aims to facilitate timely, well-structured, and transparent communication 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 genuine concerns and to deal with instances of fraud and
mismanagement, if any. The Mechanism provides for adequate safeguards against
victimization of director(s)/employee(s) who can avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee in exceptional cases. The Company
has not received any complaints from whistle blowers during 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 the ordinary 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 the Company 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. The
transactions entered into pursuant to the omnibus approval so granted are audited and a
statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a quarterly basis. The policy
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's length 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, which is available on the Company's website at https://alkvlamines.com/wp-content/uploads/2022/03/Code-of-Conduct.pdf.
All Board Members 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 approved Insider Trading Policy for the Company i.e. ‘Code
of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information' and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading
by Designated Persons/Insiders'. The Policy is 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 concern status 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, wherever applicable, 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 Statutory Auditors of the Company at the 42nd AGM held on
August 1, 2022 for second term of five consecutive years, to hold office from the
conclusion of 42nd AGM till the conclusion of the 47th AGM of the Company. The Companies
(Amendment) Act, 2017 had waived the requirement for ratification of the appointment by
the members at every AGM. Hence, the approval of the members is 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, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
Act and Rules framed thereunder. 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 stated that the cost accounts and records are made
and maintained by the Company as specified by the Central Government under Section 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 Cost Auditor for the financial year 2026-27 under
Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and 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 their ratification. Accordingly, Resolution seeking
Members' ratification for the remuneration payable to Cost Auditor for the financial year
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 of Managerial 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 a period 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 adverse remark. 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 Private Limited, Mumbai, Chartered Accountants as Internal
Auditors of the Company for the Financial Years 2026-27. The Internal Auditors 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 practices followed by the Company, together with a
certificate from the Company's Secretarial Auditors confirming compliance, forms an
integral part of this Report.
The Company complies with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and approved 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 ‘Business Responsibility and Sustainability
Report' to their Annual Report. Accordingly, a separate section on Business Responsibility
and Sustainability 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 Consolidated Financial Statements during the financial year
2025-26 in accordance with relevant IND AS 110 issued by the Institute of Chartered
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 (Management and 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, is in 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 the sub-division of equity shares from face value
of '5 into face value of '2 in FY 2021-22, the Company has made appropriate adjustments to
the exercise quantity and to the exercise price of the outstanding ESOPs granted to
employees with effect from opening of business hours on May 13, 2021 (being the next
working day post the record date of subdivision) so as to ensure that the resultant
payment by ESOPs grantees on the exercise of ESOPs and the resultant benefits due to the
adjustment to the revised exercise quantity and exercise price remains unchanged for
grantees. Fraction quantity arising due to 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 exercise of Options relevant to fraction Option, by applying the formula
(Market price of share at the time of exercise of relevant Option 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 granted as per AACL ESOP, 2018. Of the 2,41,752 ESOPs
granted till date, 1,53,072 equity shares of '2 per share have been allotted till date
pursuant to exercise of ESOPs.
The disclosures regarding stock options required to be made under the provisions of the
SEBI (SBEBSE) Regulations, 2021 are available 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 inspection by the Members. A copy
of the same will also be available for inspection at the Company's Registered Office.
b) DISCLOSURES UNDER SECTION 197 OF 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 made thereunder, form part of the Board's
Report. The said disclosures, information and details in respect of employees of the
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 under Rule 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 particulars of 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 Member
is 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 AND REDRESSAL) ACT, 2013:
The Company has formulated a comprehensive policy on prevention, prohibition and
redressal against sexual harassment of women 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 sexual harassment 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 or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, 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, dedication and support which has helped us face all
challenges and enable business continuity. The Directors wish to place on record their
appreciation of the continuous support received by the Company from the investors,
participating Banks, Central/State Government Departments, its Customers and Suppliers.
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For and on behalf of the Board |
Place: Mumbai |
YOGESH M. KOTHARI |
Date: May 5, 2026 |
Chairman & Managing Director |
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(DIN: 00010015) |
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