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Aarti Industries Ltd. Company News
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 18038.40 Cr. P/BV 2.95 Book Value (Rs.) 168.45
52 Week High/Low (Rs.) 552/338 FV/ML 5/1 P/E(X) 43.05
Bookclosure 14/09/2026 EPS (Rs.) 11.55 Div Yield (%) 0.20
Year End :2026-03 

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

5. EQUITY SHARE CAPITAL

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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