Your Board of Directors ("Board") are pleased to present this 43rd Annual Report on the performance of your Company ("the Company" or "Aarti" or "AIL') together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.
[The Directors Report has been prepared on a Standalone basis. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.]
1. FINANCIAL HIGHLIGHTS & SUMMARY Financial Highlights
|
Particulars
|
Standalone
|
Consolidated
|
| |
FY 2025-26
|
FY 2024-25
|
FY 2025-26
|
FY 2024-25
|
|
Total Income from Operations (Gross)
|
9,155
|
8,077
|
9,018
|
8,044
|
|
Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)
|
1,163
|
1,002
|
1,168
|
997
|
|
Depreciation & Amortisation
|
473
|
433
|
474
|
434
|
|
Profit from Operations before Other Income, Finance Cost and Exceptional Items
|
690
|
569
|
694
|
563
|
|
Other Income
|
8
|
23
|
5
|
18
|
|
Profit before Finance Cost
|
698
|
592
|
699
|
581
|
|
Finance Cost
|
339
|
275
|
340
|
275
|
|
Profit before Tax and Exceptional Items
|
359
|
316
|
359
|
306
|
|
Exceptional Items
|
6
|
-
|
6
|
2
|
|
Profit before Tax
|
365
|
316
|
365
|
308
|
|
Total Tax Expense
|
(57)
|
(24)
|
(54)
|
(24)
|
|
Non-controlling Interest
|
-
|
-
|
-
|
-
|
|
Net Profit for the period
|
422
|
340
|
419
|
331
|
|
Other Comprehensive Income (net of taxes)
|
(42)
|
15
|
(42)
|
14
|
|
Total Comprehensive income for the year
|
380
|
355
|
377
|
345
|
|
Earnings Per Share (?) (1) Basic
|
11.65
|
9.37
|
11.56
|
9.13
|
|
(2) Diluted
|
11.64
|
9.36
|
11.55
|
9.12
|
|
Book Value Per Share (?)
|
165
|
155
|
164
|
155
|
Summary
Your Company reported gross total Income at ' 9,155 Crores as against ' 8,077 Crores for FY 2024-25. Similarly, the export during the year was reported at ' 5,179 Crores for FY 2025-26 as against ' 4,369 Crores for FY 2024-25.
Likewise, the consolidated total income from operations for FY2025-26 was at ' 9,018 Crores compared to ' 8,044 Crores for FY 2024-25 and export for FY 2025-26 was reported at ' 5,044 Crores as against ' 4,337 Crores for FY 2024-25.
Consolidated Financial Statements
In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Listing Regulations, and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2025-26, together with the Auditors' Report, form part of this Annual Report.
2. DIVIDEND
Your Board of Directors recommend a Dividend of ' 1/- (@ 20%) per share subject to approval of the
4. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As of March 31, 2026, the Company has 7 (Seven) direct, 2 (Two) indirect subsidiaries and 2 (Two) joint ventures. The Company does not have any associate company.
Shareholders at the ensuing 43rd Annual General Meeting, for the year 2025-26, resulting in a total payout of ' 36.26 Crores (Previous Year: ' 36.25 Crores).
The Dividend payout is in accordance with the Dividend Distribution Policy which is available on the website of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI
Listing Regulations is available on the Company's website at: https://d9bnjb3uan3b2.cloudfront.
net/Aarti Industries Dividend Distribution Policy 09 04 2026 1e9ea353c4 be7b25cdca.pdf
3. TRANSFER TO RESERVES
The Company has transferred ' 42 Crores to the General Reserve (Previous Year: ' 34 Crores).
Changes During FY 2025-26:
The authorised share capital of the Company remained unchanged during the year. However, the Company has allotted 74,459 (Seventy Four Thousand Four Hundred and Fifty-Nine) Equity Shares with a face value of ' 5 (Five) each to eligible employees under the 'Aarti Industries Limited Performance Stock Option Plan 2022' ("PSOP 2022"). These newly issued equity shares rank pari-passu with the Company's existing equity shares in all respects. The Paid up share capital
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP"
thereby increased (by ' 3,72,295) to ' 1,81,29,71,845 as on March 31, 2026. The Company has not issued any shares with differential rights or Sweat Equity Shares during the period under review. The company does not have any golden shares for governmental institutions.
6. STATE OF AFFAIRS
During FY 2025-26, there has been no change in the nature of the Company's business. Detailed insights of the Company's State of Affairs is given in the Management Discussion and Analysis, which forms part of this Report.
|
Category
|
Companies
|
|
Direct Subsidiaries
|
1) Aarti Corporate Services Limited
2) Innovative Envirocare Jhagadia Limited
3) Aarti Polychem Private Limited
4) Aarti Bharuch Limited
5) Aarti Circularity Limited (Formerly Aarti Spechem Limited)
6) Alchemie (Europe) Limited
7) Aarti Chemical Trading - FZCO
|
|
Indirect Subsidiaries
|
8) Shanti Intermediates Private Limited (through its Holding Company: Aarti Corporate Services Limited) (Ceased to be a subsidiary w.e.f. June 23, 2026)
9) Aarti Chem Trading USA Inc. (through its Holding Company: Aarti Chemical Trading - FZCO)
|
|
Joint Ventures
|
10) Direct: Augene Chemical Private Limited (a JV with Superform Chemistries Limited)*.
11) Step down: Re Aarti Private Limited, a partnership between Aarti Circularity Limited (wholly owned subsidiary of the Company) and Re Sustainability Limited.
|
|
Particulars (As on March 31, 2026)
|
No. of Shares
|
Face Value Per Share (in ')
|
Total Amount (in ')
|
|
Authorised Share Capital
|
60,00,00,000
|
5
|
3,00,00,00,000
|
|
Issued, Subscribed & Paid-up Share Capital
|
36,25,94,369
|
5
|
1,81,29,71,845
|
In accordance with the provisions of Section 149 of the Companies Act, 2013 ("Act") and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the composition of the Board of Directors of the Company as at March 31, 2026 and with effect from October 01, 2026 is set out below:
|
Role Transition
|
Board Members
|
Executive Directors
|
Non-Executive Director
|
| |
|
Promoter/ Promoter Group
|
Professional
|
Independent
|
Non-Independent
|
|
As on
|
14
|
3
|
3
|
7
|
1
|
|
March 31, 2026
|
|
(21%)
|
(21%)
|
(50%)
|
(8%)
|
|
W.e.f
|
14
|
|
3
|
7
|
4
|
|
October 01, 2026
|
|
|
(21%)
|
(50%)
|
(29%)
|
| |
Professional & Independent
|
|
Aarti Chemical Trading - FZCO has become the material subsidiary of the Company w.e.f. April 01, 2026 whose net worth or turnover exceeds 10% of the consolidated net worth or turnover respectively, of the Company in the immediately preceding accounting year. A policy on determining material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is:https://d9bnjb3uan3b2.cloudfront.net/Material subs aae7901b80.pdf
During the year, the Board of Directors reviewed the affairs of the subsidiaries and JVs. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries & Joint Ventures, which form part of the Annual Report. The Company does not have any associate Company.
Further a statement containing salient features of the financial statements of our Subsidiaries and Joint Ventures in the prescribed format AOC-1 is included in the Report as Annexure - A and forms an integral part of this Report.
Leadership Transition
The Company has undertaken a leadership transition with effect from October 01, 2026, as part of its long¬ term succession planning and its continuing endeavour to strengthen governance, institutional leadership and sustainable value creation. The transition is aimed at further embedding a professional management-led operating model, while continuing to benefit from the strategic guidance and extensive industry experience of the Promoter Directors.
Consequent to the leadership transition, the Executive Directors from the promoter category, namely; Shri Rajendra V. Gogri, Shri Rashesh C. Gogri and Shri Renil R. Gogri, will transition and continue as Non¬ Executive Directors with effect from October 01, 2026. Shri Rajendra V. Gogri will continue to act as Chairman of the Company under the category of Non-Executive Director, while Shri Rashesh C. Gogri and Shri Renil R. Gogri will continue to act as Vice¬ chairman of the Company under the category of Non¬ Executive Directors. Their continued association with the Company will provide valuable strategic oversight,
deep industry knowledge and entrepreneurial experience, while enabling further strengthening of the Company's governance framework.
Shri Suyog K. Kotecha, presently serving as the Executive Director of the Company, will assume the new office of Managing Director effective from October 01, 2026, subject to the approval of the Members in 43rd Annual General Meeting.
The leadership transition marks the next phase in the evolution of the Company, with professional executive management taking responsibility for the day-to-day operations and strategic execution of the Company, while the Promoter Directors continue to provide strategic guidance and oversight.
The transition does not entail any change in the Company's long-term strategic direction. The Company remains focused on disciplined execution, customer-centric innovation, operational excellence and sustainable growth, while continuing to strengthen its position as a trusted global partner of choice in the specialty chemicals industry.
Board Diversity and Governance
Over the years, the Company has continued to strengthen the diversity, functional expertise and independence of its Board. The Board comprises Directors with varied experience across specialty chemicals, manufacturing, sustainability, governance and other relevant areas, including cross-sectoral and international exposure. This diversity enables the Board to provide effective oversight and informed guidance in the context of the Company's expanding global operations.
The Company continues to maintain a balanced Board composition in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board comprises seven Independent Directors, representing 50% of the total Board strength. In addition, three Professional Executive Directors form part of the Board. Accordingly, 10 out of 14 Directors, representing approximately 71% of the Board, comprise Independent and Professional Directors. The Company believes that this balanced composition supports effective governance, independent oversight and informed decision-making.
The Board also recognises the importance of gender diversity in promoting a broad-based and effective governance framework. As at March 31, 2026, the Board comprises two Women Directors, representing approximately 14% of the total Board strength. The Women Directors contribute to the deliberations of the Board and its Committees through their diverse experience and perspectives. The Company places equal emphasis on the qualitative impact of their contributions. Our Women Directors are well integrated into the governance framework, with representation across nearly all mandatory Board Committees. They currently serve as Chairpersons/Members of the Nomination and Remuneration Committee (NRC), Stakeholders Relationship Committee (SRC), Risk Management Committee (RMC), and Corporate Social Responsibility (CSR) Committee.
Annual Board Evaluation
The Nomination and Remuneration Policy, rigorously aligned with the Companies Act, 2013 and the SEBI Listing Regulations, govern the process for the appointment and re-appointment of Directors. One of the critical parameters considered before recommending Appointment/re-appointment
of Directors is a performance evaluation that is conducted on an annual basis, ensuring that tenure
continuation is determined strictly by merit and proven contribution. This annual review ensures robust Board accountability and addresses stakeholders' concerns regarding periodic election of board members.
Re-appointment of Directors
At its meeting held on July 30, 2026, the Board, after considering the recommendations of the NRC, approved the changes in the composition of Directors with effect from October 01, 2026 as in Leadership Transition mentioned above.
Further Shri Ajay Kumar Gupta (DIN: 08619902) and Shri Suyog K. Kotecha (DIN: 10634964), liable to retire by rotation, retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.
Further, resolutions for the re-appointment of Shri Rashesh C. Gogri (DIN: 00066291) as a Non¬ Executive Director liable to retire by rotation and for the appointment of Shri Suyog K. Kotecha (DIN: 10634964) as Managing Director, not liable to retire by rotation have been placed before the Members for their approval. The requisite particulars and disclosures in relation to the aforesaid appointments and re¬ appointments form part of the Notice convening the ensuing Annual General Meeting.
Certification Regarding Directors
Pursuant to Regulation 34(3) read with Schedule V to the SEBI Listing Regulations, the Company has obtained a certificate from Rajeev K. Jain & Associates, Practising Company Secretaries (Peer Review Certificate No. 4721/2023), confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of a company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority.
The said certificate forms part of and is annexed to the Corporate Governance Report of the Company for FY 2025-26.
Key Managerial Personnel
During the year under review, there was no change in the Company's existing Key Managerial Personnel. Post transition to Non - Executive Di rector w.e.f October 01, 2026, Shri Rajendra V. Gogri (DIN: 00061003), Shri Rashesh C. Gogri (DIN: 00066291) and Shri Renil R. Gogri (DIN:01582147) shall cease to be Key Managerial Personnel of the Company.
Declarations of Independence
In accordance with Section 149(7) of the Companies Act, 2013, all Independent Directors have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors.
In the opinion of the Board of Directors, the Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the rules made thereunder as well as SEBI Listing Regulations and are independent from Management, hold the highest degree of integrity and possess expertise in their respective fields with enormous experience.
All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. All the Independent Directors of the Company have enrolled their names in the 'Independent Directors Data Bank' maintained by Indian Institute of Corporate Affairs ("IICA") with valid membership as on March 31,2026.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2026 that;
a. in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and
for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. MEETINGS AND ATTENDANCE
Your Board of Directors believes that regular and active engagement is the foundation of good governance. During the year under review, the Board met seven (7) times to oversee and align, among other things, key operational, financial and strategic matters.
The Board demonstrated exemplary engagement with an average attendance rate of nearly 100% across all meetings, underscoring the Directors' steadfast commitment to the Company's strategic vision. Furthermore, the Board members maintain a focused professional profile by holding no more than threshold prescribed for external directorships in public companies. This disciplined approach ensures that each Director provides the requisite time and concentration necessary to effectively discharge their duties during Board and Committee deliberations.
The Corporate Governance Report, which forms part of the Annual Report, contains the comprehensive attendance records for each Director along with the precise dates of the Board and Committee meetings.
10. ANNUAL PERFORMANCE EVALUATION
The Company has a structured assessment process. The evaluations are carried out in a confidential manner and each member of the Board provides his/her feedback by rating based on various metrics. Feedback is collected through a structured questionnaire.
Two-Layer Annual Performance Evaluation Process
The Company maintains a structured, formal process for the annual performance evaluation of the Board, its Committees, individual Directors and the Chairman of the Company. This comprehensive exercise is guided by criteria laid down by the Nomination and
Remuneration Committee ("NRC") and is conducted through a confidential, structured questionnaire across various metrics.
The evaluation is rigorously executed through a two- layer process to ensure objective assessment and compliance with regulatory mandates:
1. First Layer (Independent Directors' Meeting-IDM): The Independent Directors review the collective performance of the Board, the Non¬ Independent Directors, and the Chairman of the Company.
2. Second Layer (Board of Directors - BoD): The
Board evaluates the performance of the Board itself, its various Committees and all individual Directors.
Key Outcomes for FY 2025-26
The performance review for the Financial Year 2025¬ 26 confirmed the Board's high level of effectiveness, with an overall average rating consistently exceeding 3.7 (out of 4.0). The evaluation highlighted:
• Governance Strength: Unanimous agreement on the Board's integrity, legal obligations, and collective responsibility, all scoring a perfect 4.0. The Chairman received perfect scores (4.0/4.0) across all respondents, reflecting strong leadership.
• Procedural Enhancement: An opportunity for improvement was identified to make the Board Procedure and functioning more effective. To address this, the Board has taken various initiatives during the year including enhancing the frequency and depth of information flow between meetings, implementing a structured tracking mechanism for outstanding items between scheduled meetings and more structured reporting by the Committees' back to the Board.
The Board expressed satisfaction with the overall evaluation exercise. Furthermore, all procedural and educational suggestions from the previous year's evaluation; including increasing the focus on emerging risks (digital, cybersecurity, and geopolitical factors), more frequent formal communication on budgetary impacts and additional training sessions were duly implemented during the year under review.
11. NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations,
the Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to criteria and qualification for Nomination & Appointment of Directors, remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board members. The said policy has been posted on the website of the Company and the web link thereto is:https:// d9bnjb3uan3b2.cloudfront.net/remuneration b485076ab3.pdf
The details of this policy are given in the Corporate Governance Report.
12. CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) has always been performed beyond regulatory mandate. Long before regulatory frameworks came into place, the Company has been actively engaging with communities, working hand-in-hand with underprivileged sections of society to create meaningful impact.
Guided by its commitment to building a "Brighter Tomorrow" through the "Right Chemistry" of compassion and care, the Company continues to undertake CSR activities that are impactful and need-based.
The Company implements its CSR initiatives through a collaborative approach involving its employees responsible for CSR activities and implementation partners. With regular engagement/interaction with local communities, including Non-Governmental Organisations (NGOs), Panchayats, Sarpanches, and other grassroots stakeholders, the Company combines local expertise with its resources. This participative approach with CSR local communities encourages their active contribution to the planning and execution of CSR initiatives.
To ensure no voice goes unheard, stakeholders are encouraged to share their needs and expectations through formal channels, including Mails, Letters addressed to Company's employees responsible for CSR and the CSR Committee Chairperson. Upon receiving these, the Company initiates a need assessment and feasibility study. This process ensures that every intervention is data-driven and socially relevant.
The Company's commitment to CSR is driven from the top. Our Chairman Emeritus, Shri Chandrakant Gogri,
CSR Chairperson, Smt. Hetal Gogri Gala, Chairman and Managing Director of the Company Shri Rajendra V. Gogri personally conducts field visits to engage in dialogue directly with beneficiaries. This approach helps them review on-ground implementation as well.
During the year, our key focus areas, among others, included:
• Education & Skill Development
• Child Care & Healthcare Facilities
• Women Empowerment & Livelihood
• Tribal & rural development
• Livestock Development
• Green environment & water conservation
• Others (Blind, Housing, Senior Citizen Welfare)
The detailed policy on Corporate Social Responsibility is available on the website of the Company and the web link thereto is:https://d9bnjb3uan3b2.cloudfront. net/CSR 17bf10314e.pdf
CSR initiatives are undertaken through the Company's CSR arms, namely Aarti Foundation and Dhanvallabh Charitable Trust, as well as through partnerships with various implementation agencies. A detailed report on the year's initiatives, including the composition of the CSR Committee, is annexed to this Report as Annexure - B.
13. AUDIT COMMITTEE AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The composition, terms of reference and meetings of the Audit Committee and Corporate Social Responsibility Committee are detailed in the Corporate Governance Report. The Board confirms that, during the year, all recommendations made by both Committees were accepted.
14. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company maintains a robust Vigil Mechanism and Whistleblower Policy, facilitating the confidential reporting of genuine concerns related to unethical conduct, actual or suspected fraud, potential leakage of Unpublished Price Sensitive Information (UPSI) and violations of the Company's Code of Conduct.
Reporting channels include a dedicated Ethics Officer and a newly launched Hotline number. To ensure impartiality, complaints against the Ethics Officer are escalated to the Chairman of the Company, and
those against the Chairman are referred to the Audit Committee Chairperson. All reported grievances undergo thorough and objective investigation.
Comprehensive safeguards are strictly enforced to protect whistleblowers and assist employees from any form of discrimination, harassment, victimisation, or unfair employment practices. Confidentiality is paramount; the Ethics Officer does not issue acknowledgments to protect the individual's identity, and the identities of both the whistleblower and the subject are maintained with the highest degree of secrecy throughout the investigation process. For exceptional cases requiring elevated protection against victimisation, direct access to the Chairman of the Audit Committee is provided.
Ethical governance is institutionalised through the mandatory Aarti Online Training Module (ATOMs), a key component of onboarding and compliance. This programme ensures that all new employees are aligned with our ethical standards from the outset, equipping the workforce to effectively identify, report and mitigate potential governance risks.
The Company formally affirms that no request for access to the Audit Committee Chairperson was denied during the year under review.
The said policy has been posted on the website of the Company and the web link thereto is:https:// d9bnjb3uan3b2.cloudfront.net/Vigil ae576496e7.pdf
15. RELATED PARTY TRANSACTIONS (RPT)
The Company has a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions which is uploaded on the Company's website at the web- link given below:
https://d9bnjb3uan3b2.cloudfront.net/Aarti Industries Policy RPT 03 06 26 e6b8611eb9.pdf
All the transactions with the related parties carried out during the FY 2025-26 are in ordinary course of business and on an arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.
The related party transactions are approved by the Audit Committee. Omnibus approval is obtained for the transactions that are foreseen and repetitive in nature. A statement of related party transactions is presented
before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. The Statutory Auditors conducted quarterly reviews through agreed upon procedures on Related Party Transactions, and a report of factual findings is presented to the Audit Committee. Comprehensive details of these transactions are provided in the accompanying financial statements.
The Company has secured independent third-party validation for both its Related Party identification and the processes ensuring stricter compliance with applicable laws, including IndAS 24. Furthermore, the Board has adopted an enhanced disclosure of interest format, reviewed quarterly, to maintain the list of Related Parties on a near real-time basis.
During the year under review, the existing framework to monitor and report Related Party Transactions underwent significant technological enhancements, most notably the implementation of system-embedded RPT limits within SAP S4 Hana. This serves as an autonomous control mechanism by integrating pre¬ defined, Audit Committee/Board-approved thresholds directly into the system, ensuring that any transaction initiated beyond these prescribed limits is automatically restricted through a systematic control mechanism.
This initiative significantly strengthens the Company's governance framework and underscores its commitment to robust compliance practices. It also ensures that the Audit Committee remains well- informed and effectively equipped to oversee adherence in an increasingly dynamic regulatory environment.
Particulars of contracts or arrangements made with related parties
Since all related party transactions entered into by the Company were in ordinary course of business and on an arm's length basis, disclosure in Form AOC-2 is not applicable to Company.
In terms of Regulation 23 of SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to stock exchanges on a half yearly basis.
16. COMMERCIAL PAPER
Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates. During
the Financial Year, your Company had dual rating for its Commercial Papers (CPs):
|
Rating
Agency
|
CRISIL Rating Limited
|
India Ratings and Research Private Limited
|
|
Rating
|
CRISIL A1
|
|
IND A1
|
|
Details of Commercial Paper for FY 2025-26
|
|
Issued during the Year
|
Outstanding as on March 31, 2026
|
|
' 1500 Crores
|
' 300 Crores
|
17. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during FY 2025-26. Accordingly, no amount pertaining to principal or interest on deposits from the public was outstanding as on March 31, 2026.
18. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
Particulars of loans given, investments made, guarantees given during the year under review and as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the financial statements forming part of the Annual Report.
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information 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 forms part of this Report and annexed as Annexure 'C'. As per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered and Corporate office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered and Corporate Office address of the Company.
20. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED
Employee wellbeing remains a top priority, with a strong focus on inclusivity. This year, the Culture Survey extended participation to Associate families, fostering deeper engagement. The Engagement Survey achieved 97% participation in just 15 days with scores rising from 4.42 to 4.60. This placed the organisation in the 82nd percentile for Gallup India, the 86th percentile for Gallup Global, and the 86th percentile for Gallup's Chemical Manufacturing benchmark. Engagement scores saw a significant improvement, climbing from 3.95 in FY 2019-20 to 4.60 in FY 2025-26.
Diversity and Inclusion Initiatives
Our Diversity and Inclusion policies ensure fair evaluation and performance assessment. Initiatives like Internal job postings (Navodaya), Individual Development Plans and knowledge enhancement sessions provide equal growth opportunities. Unnati 1.0 and 2.0 drive digital transformation across the organisation. Nearly all employees completed annual training on POSH, Code of Conduct, Ethics, sustainability and more.
Talent Management and Development
Our Talent Philosophy targets an 80% advancement in competency levels within two years. Over 200 leaders customised their Individual Development Plans (IDPs) centered on Experiential, Social and Formal learning after undergoing a robust psychometric assessment. A curated development journey along with coaching by industry experts for the senior leadership team has been initiated this year. Signature programmes like mentoring, bootcamp projects and industry immersions have become pillars of leadership growth.
Capability Building Interventions
In FY 2025-26, Aarti Industries delivered a robust Training and Education programme totaling over 2,06,456 man-hours. The Progressio initiative saw a 100% success rate, with 172 trainees completing their training, and 172 confirmed trainees from the previous batch.
A significant milestone was the launch of the Skill Matrix Evaluation framework for 30 job families,
covering 3,500 employees, enabling a structured and data-driven approach to identifying skill gaps and designing targeted learning interventions.
Learning was further strengthened through ATOMS 2.0, the Company's Learning Management System, offering 120 micro-learning modules and gamified content to enhance engagement. An annual learning event "Gyan Utsav" was also initiated to promote a culture of continuous learning. Coursera integration further expanded access to certified global courses. Initiatives like Gyan Sandhi (145 book reviews), ESG sessions for contract staff, and hands-on programmes such as Safety Workday and bi-monthly E&I safety refreshers reinforced continuous learning.
As on March 31, 2026, the Company had 5,824 permanent employees on the rolls.
21. AARTI INDUSTRIES LIMITED PERFORMANCE STOCK OPTION PLAN 2022
Under 'Aarti Industries Limited Performance Stock Option Plan 2022' ("PSOP 2022") 74,459 shares were allotted to the eligible employees during the year in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. M/s BNP & Associates (Firm Reg No.- P2014MH037400) the Secretarial Auditor of the Company has issued a certificate confirming that PSOP 2022 has been implemented in accordance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Shareholders. Any request for inspection of the said Certificate may please be sent to investorrelations@aarti-industries.com.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the report.
23. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules') all dividends, which remain 'unpaid and unclaimed' for
a period of 7 consecutive years, are required to be transferred to the IEPF established by the Government of India. Further, shares belonging to such cases shall also be transferred to the Demat account of the IEPF Authority. Accordingly, during the year, the Company has transferred the 'unclaimed and unpaid' dividend of ' 17,87,465/-. Further 9,069 shares were transferred to IEPF as per the requirement of the IEPF Rules.
The Company has undertaken proactive investor outreach initiatives, including targeted, location-specific efforts, aimed at assisting investors in the dematerialisation of their shares and providing them necessary support. Furthermore, an unclaimed and unpaid dividend amounting to approximately ' 40 Lakhs was processed during the year, primarily facilitated by the 'IEPF 100 Days Campaign 'Saksham Niveshak'.
24. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return in form MGT- 7 as on March 31, 2026 is available on the Company's website on www.aarti-industries.com.
25. CORPORATE GOVERNANCE
Corporate Governance essentially involves balancing the interests of a Company's stakeholders. The Company continues to nurture a culture of good governance practices across functions, offices and manufacturing facilities.
Your Company has complied with the mandatory Corporate Governance requirements stipulated under the SEBI Listing Regulations. The separate Report on Corporate Governance is annexed hereto forming part of this Annual Report. The requisite certificate from M/s BNP & Associates (Firm Regn. No. P2014MH037400), Company Secretaries is attached to the Report on Corporate Governance.
26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V to the SEBI Listing Regulations, Management's Discussion and Analysis for the year under review is presented in a separate section forming part of the Annual Report.
27. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)
In accordance with Regulation 34(f) of the SEBI Listing Regulations, the mandated Business Responsibility & Sustainability Report (BRSR) - is presented in a separate section forming part of this Annual Report.
In accordance with Regulation 34(f) of the SEBI Listing Regulations, the mandated Business Responsibility & Sustainability Report (BRSR) - is presented in a separate section forming part of this Annual Report. TUV India Private Limited (TUV NORD GROUP) has independently assured the non-financial information disclosed in this report with a reasonable level of assurance, in line with the requirements of ISAE 3000 (Revised). The assurance engagement covered the BRSR core disclosure, specially the nine attributes as per Annexure I- Format of BRSR Core.
28. RISK MANAGEMENT
The Company has established a robust Enterprise Risk Management (ERM) framework in line with applicable regulatory requirements. The framework enables the identification, assessment, and mitigation of risks across key functions - Commercial, Operations, Finance, Human Resources, Information Systems, Technology, Research & Development and Expansion. A centralised Risk Register ensures that risks identified by Risk Owners are systematically recorded, monitored and escalated through a well-defined governance structure.
To strengthen risk prioritisation, the Company utilises a Risk Profile Heat Map, which evaluates risks based on their likelihood and impact, classifying them into Critical, Major, Moderate, Minor and Insignificant categories. These are further aligned with the Company's risk appetite and grouped into High, Medium and Low buckets, enabling focused monitoring of critical risks and effective allocation of mitigation resources.
During the year under review, key risks included competitive intensity, margin pressures, supply chain disruptions and potential impacts from natural events. The Company addressed these through enhanced process capabilities, optimised asset utilisation and robust internal controls supported by well-defined standard operating procedures, ensuring operational continuity and resilience.
The Company also remained vigilant to emerging external risks such as changes in foreign trade policies and evolving geopolitical developments that impact global supply chains. These risks were continuously monitored and integrated into the Company's Business Continuity Planning and strategic decision-making processes.
The Risk Management framework is overseen by the Risk Management Committee and reviewed by the Board to ensure its effectiveness and alignment with the evolving business environment. The Board is of the opinion that the Company's risk management systems are adequate and effective, with no material risks identified that may threaten the Company's continuity.
The Risk Management policy has been posted on the website of the Company and the web link thereto is:https://d9bnjb3uan3b2.cloudfront.net/Risk cec157d8f9.pdf
29. COMPLIANCE MANAGEMENT SYSTEM
In pursuit of strengthening our governance framework and ensuring a proactive approach to regulatory adherence, the Company has a Compliance Management Tool as part of its enterprise-wide risk management initiative.
This digital tool is designed to systematise and streamline compliance tracking across all applicable laws, regulations and industry mandates. It enables real-time monitoring, timely alerts, and seamless documentation, significantly reducing the chances of inadvertent non-compliance.
By automating compliance processes and integrating accountability at various levels, the tool acts as a strategic enabler in:
• Curtailing regulatory risks,
• Enhancing transparency and audit-readiness,
• Enabling prompt response to statutory changes,
• Promoting a culture of responsibility and control.
This initiative reflects the Company's commitment to institutionalising compliance, minimising exposure to
penalties or reputational damage and upholding the highest standards of corporate governance.
30. HEALTH AND SAFETY
Safety stands as AIL's non-negotiable foundation, directly shaping strategic decisions and daily operations. The Company believes no milestone or performance metric is worth the compromise of human safety.
FY 2025-26 was marked by the significant progression of the Besafe (Dil se.) journey. Besafe (Dil se...) initiative has enhanced the tools like BBSO (Behaviour Based safety Observation), PTW (Permit to Work), JCC (Job Cycle Checks) and introduced new tools such as Condition Listening (CL), Safety Action Meetings (SAM), Personal Safety Action Plans (PSAP) and Mera Plant Mera Abhiman. The Company actively involves Directors, senior leadership, and Managers, our shop floor teams to further strengthen our safety culture.
- BBSO & SAM: Empower teams to identify unsafe conditions and proactively eliminate repetitive unsafe acts through deeper employee engagement.
- Condition Listening (CL): Drives hazard elimination and advances plant maintenance as a critical operational component.
- PSAPs & ‘Mera Plant Mera Abhiman': Cultivate personal safety accountability from leadership to the associate workforce, creating a closed safety loop that ensures operational excellence.
Through Unnati 2.0, the Company upgraded safety digital infrastructure by migrating critical tools (BBSO, GPC, MOC and DCA) to an enhanced platform. This transition delivered substantial value and earned positive user feedback. To ensure rigorous oversight, company developed sophisticated dashboards that significantly strengthen our governance and review mechanisms.
During FY 2025-26, Company completed two Board- recommended cycles of quarterly inter-business audits. To further strengthen assurance, Company institutionalised a new internal audit system featuring comprehensive annual evaluations by a cross-functional team. These rigorous assessments cover critical frameworks - including IS 14489:2018, Responsible Care (RC), Together for Sustainability
(TfS), Process Safety, Fire & ERP, and legal compliance - ensuring strict adherence to best practices across all organisational levels.
During FY 2025-26, Company significantly strengthened its leading indicators across key operational areas:
Leadership & Trust: Senior leaders maintained an active shop-floor presence through regular Safety Workdays, while enhanced psychological safety facilitated 1,500 Safety Action Meetings for frontline improvements.
Frontline Empowerment: Employees conducted 45,000 BBSO rounds and participated in over 40 Evening Safety Huddles to actively reinforce safe behaviors.
Capability & Reliability: Delivered 50,000 man-hours of safety training to enhance risk-based decision¬ making in high-hazard operations.
Shared Learning & Recognition: Institutionalised prevention via 12 annual Learning-from-Incident sessions and 200 Knowledge Capsules, while recognising over 5,000 employees to reinforce safety as a shared organisational value.
Process safety is a cornerstone of Company's operational integrity, managed through a robust Barrier Management framework that systematically prioritises preventive and mitigative controls. This risk-based approach ensures effective management of high-risk scenarios and reinforces shop floor safety protocols. Progress is tracked via a sophisticated process safety dashboard and subjected to rigorous oversight through specialised governance platforms, including the Operations Group Review and the Apex Sustainability Council.
To augment Company Process Safety initiatives, Company utilises a rigorous framework encompassing cyclic HAZOPs, QRAs, LOPAs, and SIL studies, supported by the dedicated development of PHA champions. Central to this strategy is the Company's world-class Process Safety Laboratory, which conducts sophisticated analyses on chemical reaction hazards, thermal degradation and powder safety. The empirical data generated provides a strong scientific foundation, ensuring the design and execution of inherently safe, scalable processes.
The Company has institutionalised a comprehensive Fire Prevention and Protection programme, backed by expert safety teams and an advanced emergency
response fleet. To manage transit risks, the Company has onboarded a specialised strategic partner to ensure rapid intervention and safety during chemical transport contingencies.
Workforce well-being is managed through 24/7 world- class Occupational Health Centres (OHCs) equipped with advanced life support systems and overseen by a dedicated Medical Board. This is reinforced by a Workplace Monitoring System for health and hygiene, alongside targeted wellness programmes.
Company safety commitment extends to surrounding communities and neighboring MSMEs through structured emergency support, training and guidance to help them implement robust safety systems. Additionally, Company actively collaborates with premier industry forums like the CII and ICC to share our safety innovations and drive global operational integrity.
31. ENVIRONMENT
The Company is committed to advancing environmental stewardship by embedding robust environmental management practices, strengthening climate resilience, and promoting responsible resource utilisation across its operations. Through a structured Environmental and Waste Management framework, we continuously enhance operational efficiency while minimising our environmental footprint and dependence on natural resources. Water stewardship and advanced effluent management remain key material priorities, supported by continuous investments in process optimisation and resource recovery initiatives. These efforts have delivered measurable environmental outcomes, including improved effluent quality, enhanced resource efficiency, and the transformation of waste streams into value-added products, reinforcing our commitment to circularity and sustainable operations.
Water Stewardship
Recognising water as a critical natural resource, Company continues to strengthen its water stewardship practices by embedding circular water management across its operations. Our comprehensive 3R (Reduce, Reuse and Recycle) strategy, supported by a long-term vision of achieving Zero Liquid Discharge (ZLD) across all manufacturing facilities, enables us to optimise freshwater consumption while enhancing operational resilience. During FY 2025-26, we expanded our water conservation initiatives through enhanced rainwater
harvesting, increased recovery of MEE and steam condensate, and higher utilisation of treated sewage water and RO permeate. As a result of these sustained efforts, eight manufacturing facilities have achieved ZLD status and three facilities are ZLD-ready, with the remaining sites advancing towards ZLD through phased implementation and continuous infrastructure enhancements.
Air Quality and Emission Management
Company is committed to maintaining high standards of air quality management through a proactive and technology-driven approach to emission control. Advanced pollution abatement systems, including wet and dry scrubbers, bag filters, and Electrostatic Precipitators (ESPs), are deployed across manufacturing facilities to effectively manage process and flue gas emissions. Continuous investments in process innovation, including dry scrubber systems with lime dosing technology, have further enhanced sulphur dioxide (SO2) emission reduction. Complementing these efforts, comprehensive Leak Detection and Repair (LDAR) programmes minimise fugitive emissions and volatile organic compounds (VOCs), strengthening operational integrity and environmental performance.
Real-time environmental monitoring is enabled through Continuous Emission Monitoring Systems (CEMS) and online hazardous gas detection systems installed across manufacturing sites, with direct integration to CPCB and SPCB regulatory portals to ensure regulatory compliance and operational transparency. Through these sustained efforts, ambient air quality is consistently maintained in accordance with the National Ambient Air Quality Standards (NAAQS). The Company has also completely phased out Ozone Depleting Substances (ODS) and confirms that no Persistent Organic Pollutants (POPs), as defined under the Stockholm Convention, are generated through its operations, reinforcing its commitment to responsible environmental stewardship and sustainable manufacturing.
Waste Management and Circularity
Waste management at Company is anchored in the principles of circularity and responsible resource stewardship. Our integrated waste management strategy is built on three strategic priorities—source reduction, resource recovery through the 4R principle
(Reuse, Recover, Recycle and Reprocess), and environmentally sound disposal. By prioritising co¬ processing and other resource recovery pathways over conventional landfilling and incineration, we maximise waste valorisation while advancing our circular economy objectives.
In FY 2025-26, we diverted 95% of waste away from landfill and 13/16 divisions are certified as Zero Waste to Landfill. We also enhanced our waste governance through the digitalisation of hazardous waste monitoring and round-the-clock tracking of waste transportation vehicles via the Aarti Logistics Control Centre. These initiatives strengthen end-to- end traceability, improve regulatory compliance, and reinforce our commitment to transparent, safe, and responsible waste management practices.
32. SUSTAINABILITY GOVERNANCE
At Company, sustainability is more than a commitment— it is the foundational architecture of our business strategy. Company continue to drive value creation through our four strategic dimensions: Sustainability, People Well-being, Partner Delight and Prosperity. These pillars ensure that our growth remains inclusive, resilient and environmentally conscious.
Our sustainability goals are not static targets; they are integrated into our daily operations through the Aarti Management System (AMS). This framework provides the disciplined implementation strategy required to translate high-level objectives into measurable outcomes across all functional areas.
AIL remains proactive in identifying and mitigating non¬ financial risks. We have conducted comprehensive ESG risk assessments to safeguard our business operations against emerging challenges. Furthermore, our dedicated climate risk assessments analyze both physical and transitional risks, enabling us to:
• Develop robust mitigation plans in collaboration with key stakeholders.
• Ensure long-term business continuity in a low- carbon economy.
ESG at Company is driven from the top. Our governance structure ensures accountability at every level:
• Apex Sustainability Council: Chaired by the CEO, this council provides strategic oversight and reviews progress against our core ESG goals.
• ESG Sub-Council: It serves as the primary governing body responsible for building and implementing the strategy required to meet our ESG goals.
• Zonal Sub-Councils: These bodies operationalise the ESG agenda at the ground level, ensuring that site-specific actions align with our corporate vision and updates progress and actions to the ESG sub council and directly report to the Apex Council.
Our sustained performance in ESG is validated by leading global rating agencies, placing Company among the elite performers in the global chemical industry.
The following accomplishments endorse our progress in the sustainability journey.
EcoVadis
AIL has been awarded the EcoVadis Platinum Rating 2026, achieving an outstanding score of 87/100. This recognition places us among the Top 1% of companies assessed globally.
Our EcoVadis score improved from 78 last year to 87 this year, reflecting our continuous efforts and commitment to excellence.
CDP Rating
AIL has received Leadership band "A" in CDP Climate Change, "A" in CDP Supplier engagment and "A-" in CDP water security disclosure indicating coordinated actions towards climate issues and water security by AIL.
S&P Global Rating
Accomplished CSA score of 78 in S&P global disclosure, marking our presence in 2%le of the chemical sector. For the second year in the row your company is included in the prestigious Sustainability Yearbook published by S&P Global.
33. RELIABILITY
We have initiated an Operational Excellence journey with focus to improve reliability. Following initiatives by involvement of all job family employees in the manufacturing are implemented as below (few of them) -
OEE (Overall Equipment Effectiveness) improvement
OEE measurement for all the products provide insights on various improvement opportunity areas in manufacturing to focus on. In the past, OEE has improved year on year.
Model Plant Initiative
Under the Model Plant Initiative, 5S has been launched across organizations for effective workplace management to improve upon the working efficiency and workplace safety. It's creating a positive impact to improve the way we work at the workplace in a better manner. YoY implementation has improved.
Quality Circles
This is the tool wherein shop floor teams become part of critical problem solvers and contribute to the organizational goals. The best implemented teams participate in local, state, national forums. Identification and implementation of quality circle projects have increased year on year.
Kaizen Idea
We launched this Kaizen Idea program to capture the brilliant improvement ideas specifically from the associate family members in the areas of safety, production, quality and cost etc. This is beneficial in both tangible and in-tangible ways. Each year the involvement of employees has increased.
34. STATUTORY AUDITORS & AUDITORS' REPORT
In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. Gokhale & Sathe, Chartered Accountants (Firm Registration No.: 103264W) were appointed as Statutory Auditor of your Company at the 39th Annual General Meeting for a term of 5 years, to hold office from that meeting till the conclusion of 44th Annual General Meeting to be held in 2027.
There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditor in their report. The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.
35. COST AUDITORS & RECORDS
In terms of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year.
The Board accordingly, has appointed Ms. Ketaki D. Visariya, Cost Accountants, (Membership No.16028) as the "Cost Auditors" of the Company for FY 2026¬ 27. The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their approval. Accordingly, a resolution
for seeking Member's approval for the remuneration payable to Ms. Ketaki D. Visariya, Cost Accountants, is included in the Notice convening the Annual General Meeting in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014. The Company has maintained cost records as specified under section 148(1) of the Act.
36. SECRETARIAL AUDITOR & REPORT
Pursuant to the amendments to the Listing Regulations, M/s. BNP & Associates (Firm Registration No. P2014MH037400; Peer Review No. 6316/2024) has been appointed as the Secretarial Auditor of the Company at the 42nd Annual General Meeting for a term of five consecutive years, commencing on April 01, 2025 and ending on March 31, 2030. The Secretarial Audit Report for FY 2025-26, annexed as Annexure - D, contains no qualifications, reservations, adverse remarks, or disclaimers. Furthermore, the Secretarial Auditor has confirmed that no instances of fraud were reported under Section 143(12) of the Act during the year under review.
The Company does not have a material unlisted Indian subsidiary as on March 31, 2026 and as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Subsidiary is not applicable to the Company for the year under review.
37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
During the year under review, the Company strengthened its Internal Audit framework by transitioning to a Hybrid Internal Audit Model, combining its in-house audit function with the appointment of M/s. Protiviti, Global Business Consulting Firm as its external support to bring more effectiveness to the overall audit framework.
This transition reflects the Company's commitment to strengthen governance standards and was undertaken with the objective of driving tangible value by leveraging global best practices to enhance the depth, quality, and actionable insights of audit outcomes, while also improving process efficiency using specialised expertise.
The internal audit department prepares an annual audit plan and prioritises audit activities based on the criticality of system/process gaps. Reviews are conducted on an ongoing basis based on a
comprehensive risk-based audit plan, which is approved by the Audit Committee at the beginning of each year. The Internal Audit team reviews and reports to the management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks. The Audit Committee meets every quarter to review and discuss the Internal Audit reports, follow up on action plans of past significant audit issues Internal financial control systems of the Company are commensurate with size and the nature of its operations of the Company.
Internal Financial Controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 is annexed with the Independent Auditors' Report.
38. AUDIT COMMITTEE OVERSIGHT AND DEEP DIVE SESSIONS
In alignment with our commitment to maintaining the highest standards of corporate governance and proactive risk management, the Audit Committee, during the financial year under review, instituted periodic "Deep Dive" Sessions as a strategic extension to its regular calendar meetings.
Recognizing that the evolving macroeconomic, regulatory, and technological landscapes require a more granular layer of scrutiny, these dedicated sessions were introduced to facilitate enlarged, uninterrupted deliberation on complex and high- impact risk domains. Unlike routine meetings focused on compliance checklists and financial approvals, the Deep Dive framework enables the Committee to:
• Enhance Risk Scrutiny: Evaluate the root causes, operational vulnerabilities, and long-term implications of systemic risks facing the Company.
• Engage Directly with Experts: Foster direct, open dialogue with operational heads, internal auditors, and external subject matter experts on specialised topics.
45. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During FY 2025-26, the Company has not made any settlement with its bankers for any loan/facility availed or/and still in existence.
Acknowledgement
The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them.
• Strengthen Internal Controls: Review the agility and adequacy of existing internal control frameworks against emerging threats before they impact financial reporting.
These initiatives have significantly strengthened the Committee's oversight capabilities, delivering deeper assurance and strategic resilience to the organisation.
39. ENGAGEMENT WITH THOSE CHARGED WITH GOVERNANCE ("TCWG")
Effective corporate governance relies heavily on a transparent, constructive and independent relationship between Management, Internal Audit, the Statutory Auditors and Those Charged With Governance (TCWG).
Under Paragraph 11 of SA 260 (Revised), read with circular no. NF-25013/3/2025--NFRA issued by National Financial Reporting Authority (NFRA), M/s Gokhale & Sathe, Statutory Auditors of the Company, determined the entire 'Board of Directors' as Those Charged With Governance (TCWG) and then the Board appointed the CEO as the 'Nodal Person' on behalf of the Board (TCWG) to enable effective implementation of the standards SA 260 on an overall communication framework between the TCWG and the Auditors.
Bringing the circular into effect from April 01, 2026, formal interactions were conducted, TCWG met twice on April 03, 2026 and April 30, 2026 to deliberate on critical matters, including:
• Audit Planning and Scope: Reviewing the overall audit strategy, identifying key risk areas, and determining material thresholds prior to the commencement of the audit.
• Significant Findings & Key Audit Matters (KAMs):
Engaging in rigorous discussions regarding complex accounting estimates, judgments made by management and the qualitative aspects of the Company's financial reporting.
• Internal Control Observations: Addressing any deficiencies or areas of improvement identified by the auditors within the internal control environment, along with management's subsequent remediation plans.
• Auditor Independence: Confirming and reviewing the independence, objectivity and effectiveness of the audit process.
The continuous, structured dialogue between the Statutory Auditors and TCWG ensures robust checks and balances, reinforcing the credibility of the Company's financial disclosures and governance mechanisms.
40. SECRETARIAL STANDARDS COMPLIANCE
During the year under review, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
41. STATUS REPORT - SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 - POSH AND COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is unequivocally committed to maintaining a workplace free from sexual harassment, adhering to a Zero Tolerance policy. In full compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a formal policy in place and has constituted an Internal Complaints Committee (ICC) to address and redress any such complaints. There was no complaint received during FY 2025-26. The Company has complied with the applicable provisions pertaining to the Maternity Benefit Act, 1961.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, are provided in Annexure - E to this report.
43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the period under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During FY 2025-26, there was no application made and proceeding initiated/pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 ("the Code").
Further, there is no application or proceeding pending against your Company under the Code.
Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders.
For and on behalf of the Board
Rajendra V. Gogri
Chairman and Managing Director DIN: 00061003 Mumbai/July 30, 2026
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