The Board of Directors are pleased to present the Company’s Fifty-First (51^st) Annual Report on the business
and operations of the Company along with the Audited Financial Statements for the financial year ended
March 31, 2026.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Board’s Report is prepared based on the standalone financial statements of the Company. The Company’s
financial performance for the year under review, along with the previous year’s figures, are given hereunder:

2. RESULT OF OPERATIONS AND THE
STATE OF AFFAIRS

During the year under review on a consolidated
basis, the Company achieved total revenue of
' 57,174.98 Lakhs, Earnings before interest, tax,
depreciation and amortisation (EBITDA), before
exceptional items of ' 6,048.61 Lakhs and Profit
before tax (PBT), before exceptional items, of
' 4,936.64 Lakhs. On a standalone basis, the
Company achieved total revenue of ' 57,138.17
Lakhs, Earnings before interest, tax, depreciation
and amortisation (EBITDA), before exceptional
items of ' 6,041.84 Lakhs and Profit before tax
(PBT), before exceptional items, of ' 4,931.46
Lakhs. Despite the several challenges being faced
by the Chemical Industry owing to various factors
such as geopolitical crises, disruption of supply
chain, weak demand and lower product realisation,
your company remained focused and resilient.
On a consoldiated basis. revenue from operations
moderated to ' 571.03 crore from ' 660.73 crore
in the previous year. The EBITDA margin was held
at 10.59%, close to the 10.63% of the prior year
and absolute EBITDA stood at ' 60.49 crore and

profit before tax at ' 49.37 crore, with net profit of
' 36.53 crore.. The debt to-equity ratio imrproved
to 0.09 times from 0.30 times, and the finance cost
fell by 44% to ' 5.46 crore. For more details on the
Consolidated and Standalone performance, please
refer to the Management Discussion & Analysis
forming part of this report.

3. DIVIDEND

For FY 2025-26, the Board of Directors has
recommended a dividend of 25% i.e. ' 0.50/- per
Equity Share of the Company of Face Value of ' 2/-
each (Previous year ' 0.50/- per equity share of ' 2/-
each i.e. 25%). The Dividend, subject to the approval
of members at the ensuing 51^st Annual General
Meeting (AGM), if declared, then total dividend
outgo for the financial year 2025-26 would absorb
a sum of approximately ' 275.10 Lakhs (inclusive
of TDS). The Company has fixed Friday, September
11, 2026 as the ‘Record date’ for determining the
entitlement of Members to dividend for the financial
year ended March 31, 2026, if declared at the AGM
and will be paid within the time stipulated under the
Companies Act, 2013 (subject to deduction of Tax
at source).

4. SHARE CAPITAL

During the year, there were no changes in the share capital of the Company. The Company’s Share Capital
structure as on March 31, 2026, is as follows:

During the year under review, the Company has
neither issued shares with differential voting rights
nor granted any stock options or issued any sweat
equity or Bonus Shares. Further, the Company has
not bought back any of its securities during the year
under review and hence no details/information are
invited in this respect. As on March 31, 2026, none
of the Directors and promoters of the Company hold
instruments convertible into equity shares of the
Company.

5. TRANSFER TO RESERVES

No amount was transferred to General Reserve
(previous year NIL), and all other surplus is proposed
to be held as retained earnings.

Further, pursuant to Section 73(2)(c) of the
Companies Act, 2013, read with Rules made
thereunder, the Company is required to maintain
an amount equal to 20% of the Deposits maturing
in the following Financial Year in the Deposit
Repayment Reserve Account. Accordingly, the
requirement of Deposit Repayment Reserve
Account for the current Financial Year is ' 68.80
Lakhs and the Company maintained the same for
FY 2026-27.

6. EXPORT

During the year under review, the Company had
revenue from Export sales of ' 26,605.00 Lakhs as
compared to ' 35,069.96 Lakhs in the previous year.
Export sales contributed about 46.68 % of the total
Turnover of the Company. The Company exports its
products to more than 85 countries globally.

7. DETAILS OF JOINT VENTURES /
SUBSIDIARY/ ASSOCIATE COMPANIES
AND THEIR PERFORMANCE AND
HIGHLIGHTS OF PERFORMANCE OF
SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES AND THEIR
CONTRIBUTION TO THE OVERALL
PERFORMANCE OF THE COMPANY
DURING THE PERIOD UNDER REPORT

a) Amines and Plasticizers FZ-LLC, UAE -
Wholly Owned Subsidiary:

The Company has its wholly owned subsidiary
named Amines and Plasticizers FZ-LLC in Ras Al
Khaimah, Free Trade Zone, UAE.

The highlights of performance of the above-
mentioned subsidiary during the year ended March
31, 2026, are as below:

The operational performance and affairs of the
subsidiary have been reviewed by the Audit
Committee and Board of Directors of the Company.
Pursuant to Section 129 (3) of the Companies Act,
2013 ("the Act”), Consolidated Accounts of the
Company and its subsidiary have been prepared
and subjected to Audit, which is a part of this Annual
Report. In accordance with Section 129 (3) of the
Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient
features of the financial statement of the subsidiary
in the prescribed format AOC-1 is provided in the
Financial Statement, which forms an integral part of
this report. The statement also provides details of the
performance and financial position of the subsidiary.

The contribution of the subsidiary to the overall performance of the Company during the year ended March
31, 2026, is as below:

The above information is also provided in note no. 44
of the consolidated financial statements.

Further, pursuant to the provisions of Section
136 of the Act, the audited financial statement,
including the consolidated financial statement of
the Company and all other documents required to
be attached thereto, is available on the Company’s
website and can be accessed athttps://www.amines.
com/annual-report.html. The financial statements of
the subsidiaries are also available on the Company’s
website and can be accessed at https://www.
amines.com/pdf/subsidarv-accoun/2025-202 6/
subsidiaries-accounts-2025-26.pdf

b) Radiance MH Sunrise Six Private
Limited

As you are aware, the Company holds a stake of
26% as a statutory pre-condition in "Radiance MH
Sunrise Six Private Limited” ("Radiance”), a Solar
Power producing Company to meet its energy
requirements. The Radiance is engaged in the
business of development, construction, operation,
and maintenance of solar power plants in India and
developing, constructing ground-mounted, grid-
connected solar (photovoltaic) electric generating
facilities. The power producer i.e. Radiance has
commissioned a dedicated Solar Power Plant for
the Company, and the Company receives power
at a concessional rate, thereby reducing the
electricity bills of the Company to a certain extent.
This arrangement is facilitated by the State Govt
of Maharashtra and one of the terms of Venture is
that the Recipient of power must invest min 26%
equity in the power producing Company (SPV) to
avail this benefit of power at a reduced rate. The
Company has therefore held a 26% equity stake in
Radiance according to a Statutory mandate by the
State Government for forming/investing in such a
Special Purpose Vehicle. The Company has neither
significant influence over this Company nor any
participative rights in the Management of the said
Company. In view thereof, Radiance MH Sunrise Six
Pvt. Ltd. had not been considered as an associate
Company for consolidation purpose as it is a pure
investment activity in the said Company to obtain
Power at a concessional rate.

The Company neither has any Foreign Direct
Investment (FDI) nor has invested as any Downstream
Investment in any other Company in India.

Apart from the above-disclosed, the Company does
not have any Associate or Joint Venture Companies,
nor has any Company become or ceased to be a
Subsidiary, joint venture or associate Company during
the year under review. Further, the Company’s policy
on determining the material subsidiary, as approved
by the Board, is uploaded on the Company’s website
and can be accessed athttps://www.amines.com/
pdf/policies/policv-on-material-subsidiarv.pdf.

8. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section
92(3) of the Companies Act, 2013, the Annual
Return of the Company is available on the website
of the Company at https://www.amines.com/annual-
return.html

9. DETAILS OF DIRECTORS OR KEY
MANAGERIAL PERSONNEL, INCLUDING
THOSE WHO WERE APPOINTED OR
HAVE CEASED/RESIGNED DURING THE
YEAR 2025-26 AND DIRECTOR LIABLE
TO RETIRE BY ROTATION IN THE ENSUING
ANNUAL GENERAL MEETING (“AGM”)

a) Changes took place in the composition
of the Board of Directors of the Company
Re-appointment of Whole Time Director
designated as ‘Executive Director'

At the 49^th AGM of the Company, the members
of the Company had appointed Mr. Yashvardhan
Ruia (DIN: 00364888) as Whole Time Director
designated as Executive Director of the Company
for a period of Five (5) years w.e.f. June 01, 2025 to
May 31, 2030 with a remuneration for a period of
Three (3) years from June 01, 2025 to May 31, 2028
on the terms and conditions as set out in the notice
of the 49^th AGM.

Retirement by rotation and subsequent
re-appointment

In accordance with the provisions of Section 152 of
the Act, and the Company’s Articles of Association,
Ms. Nimisha Dutia (DIN: 06956876), Non-Executive
and Non-Independent Director, was liable to be
retired by rotation at the 50^th Annual General Meeting
("AGM”) and, being eligible had offered herself for re¬
appointment. Accordingly, she was re-appointed as

a director by the members of the Company at the
50^th Annual General Meeting held on September 25,
2025.

b) Changes took place in the Key
Managerial Personnel and other
important positions other than the Board

No changes during the year.

c) Changes took place in the Senior
Management

No changes during the year.

d) Details of the Director liable to retire by
rotation in the ensuing Annual General
Meeting

Mr. Yashvardhan Ruia, (DIN: 00364888), Whole
Time Director designed as Executive Director of
the Company, retires by rotation at the ensuing
51^st AGM and, being eligible, has offered himself
for re-appointment. The Board of Directors of
the Company, based on the recommendation of
the Nomination and Remuneration Committee
(“NRC”), has recommended his re-appointment
to the members. As per the Secretarial Standard
- 2 and the Listing Regulations, a brief profile and
other related information of Mr. Yashvardhan Ruia,
(DIN: 00364888), Executive Director, retiring by
rotation is annexed as Annexure A to the Notice of
the Annual General Meeting which forms part of this
Annual Report.

10. DECLARATION BY INDEPENDENT
DIRECTORS

All the Independent Directors have submitted
their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of
the Listing Regulations, so as to qualify themselves
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
relevant rules thereof. In the opinion of the Board, all
the Independent Directors fulfilled the conditions
of Independence, and they were independent of
the management. The Independent Directors have
also confirmed that they have complied with the
Company’s Code of Business Conduct & Ethics.

In the opinion of the Board, the Independent
Directors fulfill the conditions for appointment
as an Independent Directors, and they possessed
the requisite integrity, experience, expertise,
proficiency and qualifications to serve the Board
and the Company. Further in pursuance of the
provisions of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, all
Independent Directors of the Company were
registered with the IICA.

In terms of the requirements of the Listing
Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the
context of the Company’s businesses for effective
functioning, which are detailed in the Corporate
Governance Report which forms part of this report.

11. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 (“the Act”), as of March 31,
2026, the Company has three (3) Key Managerial
Personnel viz. Mr. Hemant Kumar Ruia as the
Chairman & Managing Director, Mr. Pramod Sharma
as the Chief Financial Officer and Mr. Omkar
Mhamunkar as Company Secretary & Compliance
Officer of the Company.

12. SENIOR MANAGEMENT

Details of the core Senior Management Team
consisting of Divisional Heads and information about
them are provided in the Corporate Governance
Report, which forms an integral part of the Annual
Report.

13. NOMINATION AND REMUNERATION
POLICY

The policy which lays down a framework in relation
to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company
is already in place.

The salient features of the Policy are:

a) laying down the guiding principles for ensuring
Board diversity;

b) determining criteria for recommending the
appointment and removal of all Directors, Key
Managerial Personnel and Senior Management;

c) setting out a Comprehensive framework
that assures fair and just remuneration to
the Directors, Key Managerial Personnel,
Senior Management Personnel such that the
Company’s business strategies, values, key
priorities and goals are in harmony with their
aspirations; and

d) laying down the criteria for appointments of Key
Managerial Personnel/Senior Management and
other employees and performance evaluation
which are considered by the Nomination and
Remuneration Committee and the Board
of Directors while making selection of the
candidates.

The details of this policy are available on the website
of the Company and can be accessed athttps://www.
amines.com/pdf/policies/nomination-remuneration-
policy.pdf and briefly explained in the Corporate
Governance Report, which forms part of this Report.

14. FAMILIARIZATION/ORIENTATION
PROGRAM FOR INDEPENDENT
DIRECTORS

The Independent Directors attend a Familiarization/
Orientation Program on being inducted into the
Board. Independent Directors of the Company
are made aware of their role, responsibilities,
and liabilities at the time of their appointment/
reappointment. They are also made aware of the
Company’s Board and Board Committee framework,
policies, and procedures. At the Board meeting,
the Chairman and Managing Director/Executive
Director on a regular basis, appraise to the entire
Board including Independent Directors on the
Company’s operations and business plans, the
nature of industries in which the Company operates
and the model of its respective businesses and
provides periodical updates on regulatory front,
industry developments and any other significant

matters of importance. Each member of the board,
including the Independent Director, is provided with
complete access to any information relating to the
Company whenever they request. The Company also
highlights to the Independent Directors the changes
in the key regulations impacting the Company or the
functioning, roles and responsibilities of the Board
members. The Company issues a formal letter of
appointment to the Independent Directors, outlining
their role, function, duties and responsibilities, the
format of which is available on the Company’s website
at https://www.amines.com/pdf/policies/Draft-Term-
and-condtions-of-Appointment-of-Independent-
Directors.pdf . The details of familiarization program
are provided in the Corporate Governance Report
and is also available on the Company’s website
and can be accessed at https://www.amines.com/
pdf/familiarisation-programme/familirisation-
programme-for-independent-directors-2026.pdf

The detailed composition of the Committees,
particulars of meetings held and attended by each
member and all other information required as per
the Listing Regulations are provided in the Corporate
Governance Report, which forms part of this Report.
During the year under review, there were no changes
in the composition of the Committees.

17. FORMAL BOARD EVALUATION

Pursuant to the provisions of the Companies
Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board on May 27, 2025,
have carried out an annual evaluation of its own
performance, the performance of the individual
directors including Independent Directors,
Chairman and the working of its committees, based
on the evaluation criteria defined by the Nomination
and Remuneration Committee for the performance
evaluation process. Performance evaluation of
Independent Directors was done by the entire
Board, excluding the Director being evaluated.
The evaluation was undertaken by way of internal
assessments, based on detailed questionnaires and
interactions. The performance of the Board was
evaluated by the entire Board after seeking input
from all the directors on the basis of criteria such as
the Board composition and structure, effectiveness
of board processes, information and functioning,
etc. The performance of the Committees was
evaluated by the Board after seeking input from the
Committee members on the basis of criteria such
as the composition of committees, effectiveness
of Committee meetings, Structure of Committee
meetings, independence of the committees from
the Board and Contribution to the decision of the
Board. The performance of Independent Directors
was evaluated on the basis of Independence and

non-conflict of interest, independent views and
judgment and voicing opinion freely, participation
at the meetings. The performance of the Individual
Director was evaluated on the basis of criteria
such as Qualification, Experience, Knowledge and
Competency, ability to function as an effective team
member, availability and attendance for the Board/
Committees, Integrity, commitment and contribution
to the Board. The performance of Chairman was
evaluated on the basis of efficient leadership, open-
minded, decisive, courteous, professionalism, able to
coordinate the discussion, able to steer the meeting
effectively, Impartiality, commitment, and protection
of shareholders’ interest while taking decisions.

Further, a separate meeting of Independent
Directors without the presence of the Non¬
Independent Directors of the Company was held
on February 13, 2026, in person, wherein all
Independent Directors were present. At this meeting,
Independent Directors discussed and evaluated
the performance of the Chairman & Managing
Director, Non-Executive Non-Independent Director,
Executive Directors and the Board and Committees
as whole and also assessed the quality, quantity,
and timeliness of the flow of information between
the management of the Company and the Board
that is necessary for the Board to effectively and
reasonably perform its duties.

The performance of the Board, Committees,
Individual directors, including Independent Directors
and Chairman was found satisfactory.

The Board Evaluation Policy recommended by NRC
and adopted by the Board can be accessed on the
Company’s website athttps://www.amines.com/pdf/
policies/board-evaluation-policv.pdf.

18. CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with section 129(3) of the Companies
Act, 2013 ("the Act”) and applicable Indian
Accounting Standards, the consolidated financial
statements of the Company have been prepared,
which were reviewed by the Audit Committee and
the Board of Directors of the Company. A statement
containing the salient features of the financial
statement of the Subsidiary in the prescribed format
AOC-1 is annexed to the Consolidated Financial
Statements in the Annual Report.

In accordance with Section 136 of the Act, the audited
financial statements, including the consolidated
financial statements and related information of the
Company and audited accounts of its subsidiary, are
available on the Company’s website www.amines.
com. These documents will also be available for
inspection during business hours on every working
day at the Registered Office & Corporate Office or by
sending email to cs@amines.com till the date of the
Annual General Meeting of the Company.

In accordance with the provisions of the Act and
applicable provisions of Indian Accounting Standards
on Consolidated Financial Statements, the Company
also provides the Audited Consolidated Financial
Statements in the Annual Report.

19. PARTICULARS OF LOANS,
GUARANTEES, OR INVESTMENTS BY THE
COMPANY

During the year under review, the Company has
not provided any loans, guarantees or made any
investment which falls under Section 186 of the
Companies Act, 2013. Further, there were no
guarantees subsisting at the beginning of the
year. Further, the subsisting loans to M/s. Amines
& Plasticizers FZ LLC, Wholly Owned Foreign
Subsidiary (Registration Number- RAKFTZA-
FZE-4017213) has been repaid by the subsidiary
during the year and there is no balance outstanding
as of the year ended March 31, 2026, for more
details, please refer Note No. 5 of the standalone
financial statement. The details of investments that
are subsisting are also provided in Note No. 4 to the
standalone financial statements and the investment
includes a) Investment in equity shares of Amines
& Plasticizers FZ LLC, Wholly Owned Foreign
Subsidiary of the Company, b) Investment in equity
shares (26%) of Radiance MH Sunrise Six Pvt. Ltd.
(CIN-U40106MH2021PTC356786) as a statutory
pre-condition to meet its energy requirements
and c) investment held in government securities
(national saving certificate). The details of the
same are provided in note no. 4 to the standalone
financial statements. The loans and investments do
not exceed the limits prescribed under Section 186
of the Companies Act, 2013.

20. DEPOSITS FROM THE MEMBERS

During the year under review, the Company has
accepted unsecured Deposits from the members
to the tune of ' 3,39,50,000/- (Rupees Three Crores
Thirty-Nine Lakhs Fifty Thousand only). Further, the
amount of renewed deposits during the year was
' 1,79,50,000/- (Rupees One Crore Seventy-Nine
Lakhs Fifty Thousand Only) The balance of Deposits
as on March 31, 2026, was ' 11,01,00,000/- (Rupees
Eleven Crores One Lakh only) and there are no unpaid
or unclaimed deposits lying with the Company. The
Company had taken approval of Members at the 50^th
AGM for acceptance and renewal of Deposits from
Members under Section 73 of the Companies Act,
2013 ("the Act”) and rules made thereunder. The
Company had filed DPT-1 (Circular Inviting Deposits)
with the Registrar of Companies, Guwahati, Assam
and subsequently circulated the same to all its
shareholders through the permitted modes. The
main object of raising funds through unsecured
deposits is to finance some portion of Working
Capital requirement and for other general corporate
purposes of the Company. The Company has been
timely and regularly servicing interests to its Deposit
holders on a quarterly basis. There has been no
default in repayment of deposits or payment of
interests thereon during the year under review.
The Deposits accepted by the Company during
the year under review are in compliance with the
requirements of Chapter V of the Act.

The Company has recommended to the members of
the Company to approve the invitation/acceptance/
renewal from time to time Unsecured Deposits from
Members in pursuance of Section 73 of the Act
read with the rules made thereunder on such terms
and conditions, up to a limit not exceeding 35% of
the aggregate paid-up share capital, free reserves
and securities premium account of the Company,
as prescribed under Rule 3(3) of the Companies
(Acceptance of Deposits) Rules, 2014. A detailed
explanation regarding the same is provided in the
explanatory statement to the notice of the 51^st
Annual General Meeting, which forms a part of this
Report.

21. RELATED PARTY TRANSACTIONS
(RPTS)

During the year under review:

a) All contracts/arrangements/transactions entered
by the Company with related parties were in the
ordinary course of business and on arm’s length
basis.

b) None of the Contracts/arrangements/
transactions which were entered into with
related parties were material in nature.

c) All the Contracts/arrangements/transactions
are in accordance with the provisions of the
Companies Act, 2013 ("the Act”) read with
rules made thereunder and Regulation 23 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("listing
regulations”).

All Related Party Transactions are first placed before
the Audit Committee for its prior/omnibus approval,
which are of a foreseen and repetitive nature and
thereafter referred to the Board. Pursuant to the
said omnibus approval, details of related party
transactions entered into were also reviewed by the
Audit Committee on a quarterly basis.

All related party transactions, including related party
transactions in terms of Indian Accounting Standards
are mentioned in Note No. 34 to the Standalone
as well as Consolidated Financial Statements and
also disclosed to the Stock Exchanges on a half¬
yearly basis pursuant to Regulation 23(9) of the
Listing Regulations. None of the transactions with
any of the related parties were in conflict with the
Company’s interest. The policy on Related Party and
Material Related Party is available on the website of
the Company and can be accessed athttps://www.
amines.com/pdf/policies/policv-on-related-partv-
transaction.pdf.

As there were no material related party transactions
entered into by the Company during the period under
review, the provisions of Section 188 of the Act were
not attracted and no disclosure was required in Form
AOC-2. The Form AOC-2 is furnished as Annexure-1
to this Report. None of the related party transactions
requires approval of members under the Act and the
Listing Regulations. However, as per the provision
of Section 188(2) of the Act following related party
transactions falling under Section 188(1) of the Act,
which are not material and entered in the ordinary
course of business and on arm’s length basis are
referred below:

Justification: Amines & Plasticizers FZ LLC, Wholly
Owned Subsidiary at United Arab Emirates (UAE)
and transaction with the wholly Owned Subsidiary
offers strategic advantage and operational
efficiency. Further, during the year, the Company
has availed certain legal services from M/s. Jadejas
& Partners (Advocates) (Earlier known as Jadeja &

Satiya, Advocates) where Ms. Dhanyashree Jadeja
is a Partner. Ms. Dhanyashree Jadeja is a renowned
practicing advocate and has more than 19 years of
experience in the legal field. She being a partner of
the firm, the firm is deemed to be related party in
terms of Section 188 of the Companies Act, 2013.
The said transaction was on arm’s length and in the
ordinary course of business and has been approved
by the Audit Committee, the Board and also by the
Nomination and Remuneration Committee in terms
of the proviso of Section 197(4) of the Companies
Act, 2013.

22. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act,
2013, except as disclosed in this Annual Report,
there were no material changes and commitments
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the financial
statements relates and the date of this Report.

23. AUDITORS AND AUDITORS' REPORT

a) Statutory Audit:

In accordance with the provisions ofSection 139,142
and other applicable provisions of the Companies
Act, 2013 ("the Act”) read with the Companies
(Audit and Auditors) Rules, 2014, the Company
had appointed M/s. S A R A & Associates, Chartered
Accountants (FRN: 120927W) as Statutory Auditors
at the 47^th AGM of the Company held on September
28, 2022 for a term of five (5) consecutive years to
hold the office from the conclusion of the 47^th AGM
till the conclusion of the 52^nd AGM to be held in the
year 2027, at a remuneration to be recommended
by the Audit Committee and approved by the
Board. The Auditors have confirmed that they are
not disqualified from continuing as the Auditors of
the Company.

There is no audit qualification, reservation or adverse
remark by the Statutory Auditors on the Financial
Statements for the year under review. The Notes to
the financial statements referred in the Auditors’
Report are self-explanatory and do not call for any
further comments.

During the year under review and as on date, there
were no instances of fraud reported by the auditors
under sub-section (12) of Section 143 of the Act or
to the Central Government.

b) Cost Audit:

As per the directions of the Central Government
and pursuant to Section 148 of the Companies Act,
2013 ("the Act”) read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from
time to time, the Management has been carrying
out the audit of cost records of the Company every
year.

The Cost Audit Report for the financial year 2024¬
25 was filed in e-Form CRA-4 with the Registrar
of Companies, Ministry of Corporate Affairs,
Government of India within prescribed time. The
Company has made and maintained the Cost
Records under Section 148 of the Companies Act,
2013 for the financial year 2025-26.

The Board of Directors on the recommendation
of the Audit Committee had appointed M/s. A. G.
Anikhindi & Co., (Firm Registration No.: 100049)
Cost Accountants, Kolhapur, Maharashtra as Cost
Auditors to audit the cost records of the Company
for the financial year 2025-26 and the Cost Auditors
will provide the Cost Audit Report for Financial Year
ended March 31, 2026 within the prescribed time
as per the Act.

The Board of Directors on the recommendation of
the Audit Committee and in terms of the provisions
of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014 as amended
from time to time had re-appointed M/s. A. G.
Anikhindi & Co., (Firm Registration No.: 100049)
Cost Accountants, Kolhapur, Maharashtra as Cost
Auditors to audit the cost accounts of the Company
for the financial year 2026-27 at a remuneration
of ' 2,40,000/- per annum plus taxes as applicable
and reimbursement of out-of-pocket expenses.

A certificate from M/s. A. G. Anikhindi & Co., Cost
Accountants, was received to the effect that their
appointment as Cost Auditor of the Company is in
accordance with the limits specified under Section
141 of the Act and Rules framed thereunder.

As required under the Companies Act, 2013,
a resolution seeking members’ approval for
ratification of the remuneration payable to the
Cost Auditor forms a part of the Notice convening
the 51^st Annual General Meeting and the same is
recommended for your consideration.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder
and regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company had appointed Mr. Shreyas Chandrakant
Athavale, Practicing Company Secretary and
Proprietor of M/s. Shreyas Athavale & Co., Practicing
Company Secretaries ("Shreyas Athavale & Co.”),
(Certificate of Practice No. 20573). A peer reviewed
firm of Company Secretaries in practice (ICSI Firm
Registration No. S2021MH785600) to conduct the
Secretarial Audit of the Company for the Financial
Year 2025-26. The Secretarial Audit Report for the
year ended March 31, 2026, in Form No. MR-3 is
included as Annexure-2 and forms an integral part
of this Report.

The Secretarial Audit Report does not contain
any qualification, or other adverse remarks or
observation.

24. INTERNAL FINANCIAL CONTROL
SYSTEM AND THEIR ADEQUACY

The Company believes that long-term goals and
success can be achieved only when a robust
Internal Control system is in place. The Company
has an effective internal financial control system
which is constantly assessed and strengthened
with new/revised standard operating procedures.
The Company’s internal financial control system is
strong and commensurate with its size, scale and
complexities of operations.

In terms of Section 138 of the Act, read with
applicable rules thereto M/s. N. J. Mahtani & Co.,
Chartered Accountants were the Internal Auditors
of the Company for the financial year 2025-26
and the Board of Directors of the Company on
the recommendation of the Audit Committee
reappointed M/s. N. J. Mahtani & Co., Chartered
Accountants as the Internal Auditors of the
Company for the financial year 2026-27.

Further, Statutory Auditors in its report expressed
an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal
financial controls over financial.

The Company has adopted accounting policies
which are in line with the Indian Accounting
Standards notified under Section 133 and other
applicable provisions, if any, of the Act read together
with the Companies (Indian Accounting Standards)
Rules, 2015. During the year under review, no
material or serious observations have been
reported by the Internal Auditors of the Company
for inefficiency or inadequacy of such controls.

The Company’s Financial Statements are prepared
on the basis of the Significant Accounting Policies
that are selected by the Management and approved
by the Audit Committee and the Board. These
Accounting Policies are reviewed from time to time
based on the recent circulars and clarifications
received from the appropriate Authorities. In order
to maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the
Audit Committee. The Audit Committee meets the
Internal Auditors and Statutory Auditors to ascertain,
inter alia, their views on the adequacy of internal
control systems and keeps the Board of Directors
informed of their major observations periodically.
The Internal Auditor monitors & evaluates the
efficacy of Internal Financial Control system in the
Company, its compliance with operating system,
accounting procedures & policies at all the locations
of the Company. Based on the report of the Internal
Audit function, corrective actions in the respective
areas are undertaken and controls are strengthened.
In the opinion of the Audit Committee as well as in
the opinion of the Board as on March 31, 2026,
the internal financial controls were adequate and
operating effectively.

25. CREDIT RATING

During the year ended March 31, 2026, ICRA Ltd (Credit Rating Agency) has provided the Credit Rating for
the Bank facilities as under:

During the year overall bank facilities limit increased from ' 128 Cr. (as of March 31, 2025) to ' 179.75 Cr as of
March 31, 2026, with increase in Short Term non-fund-based facility from ' 28 Cr to 29.75 Cr and additional
Short-term - Fund-based - Others facility of ' 50.00 Cr.

26. MANAGEMENT SYSTEMS &
CERTIFICATIONSa) Quality Management System - ISO
9001:2015

The Company has an ISO 9001: 2015 certification,
which is valid up to January 10, 2027. The
Recertification Audit as per ISO 9001- 2015
standard has been conducted by Det Norske Veritas
(DNV). The focus of QMS (Quality Management
System) is on continual improvement by
implementing the strategic tools for business to
gain a competitive advantage through products
and services that are safe, reliable, and trustworthy.
Besides this, understanding the needs and
expectations of Interested Parties helps us to find
ways to improve the products and services offered
to increase customer satisfaction and reduce
business risks.

Besides QMS (Quality Management System), the
Company has IMS (Integrated Management System)
for certifications for the Environment Management
System, ISO 14001-2015, and OH&S Management
System, ISO 45001-2018. The Recertification Audit
for ISO 14001- 2015 standard & ISO 45001-2018
standard which has been conducted by DNV is

successful. The certification for ISO 14001- 2015 is
valid upto April 08, 2028. The certification for ISO
45001-2018 is valid upto June 06, 2028.

b) Environmental Management System -
ISO 14001:2015

ISO 14001:2015 (Environmental Management
System) Certification relate to conservation of natural
resources resulting in maintaining clean environment,
commitment to compliance and healthy atmosphere.
Determination of Life Cycle Perspective is a new
concept incorporated in the EMS. As such, the
Company is committed to ensure Minimum impact
to the environment through its operations.

c) Occupational Health and Safety
Management System - ISO 45001:2018

ISO 45001:2018 (Occupational Health and Safety
Management System) Certification gives guidance
for its use, enabling to provide safe and healthy
workplaces by preventing work-related injury and ill
health, as well as by proactively improving its OH&S
performance. Various measures have been taken by
the management in order to ensure compliance in
its true spirit.

d) HALAL Certifications

The Company has obtained HALAL Certification for a
few of its products. The HALAL certificate is valid up
to January 26, 2028.

e) KOSHER Certifications

Your Company has also obtained KOSHER
Certification for a few of its major products. The
KOSHER certificate is valid up to January 28, 2027.

f) European Federation of Cosmetic
Ingredients - Good Manufacturing
Practices (EFfCI GMP)

Your Company has successfully been through the
verification of compliance to the EFfCI GMP, 2017
standard for the products Triethanolamine and
Phenoxyethanol which is the essential requirement
of two well-known global Cosmetic manufacturing
customers.

g) EcoVadis

Your Company has participated in the EcoVadis
sustainability initiative on the global sustainability
platform and has been awarded a Committed Badge
as recognition of the work that the Company has
undertaken to create a more sustainable world.

h) Together for Sustainability (TfS)

Your Company has joined TfS (Together for
Sustainability) forces by successfully going through
the TfS Assessment and Audit conducted by a
TfS-approved auditing agency, INTERTEK. TfS is
an initiative taken by 55 European Multinational
Chemical Companies. The initiative is created to
increase transparency with regard to sustainability
standards in supply chains. The mission is to support
in managing complexity and risks in increasingly
global operations and improving the economic,
social, and ecological conditions in global supply
chains by engaging in dialogue with suppliers.

i) Product Carbon Footprint

Your Company has voluntarily begun measuring
product carbon footprints. A product carbon
footprint (or PCF) is the total amount of greenhouse
gas (GHG) emissions produced by a single product's
supply chain. It is commonly described in terms
of carbon intensity. The PCF's system or product
boundary at APL is cradle-to-gate.

27. INSURANCE

All properties and insurable interests of the
Company, including buildings, plant and machinery,
equipment, stores, and spares, have been adequately
insured. The Company also voluntarily obtained
Directors and Officers (D&O) insurance Policy.

28. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the
year under review.

29. DIRECTOR'S RESPONSIBILITY
STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained, the Directors make the following statement
in terms of Section 134(3)(c) of the Companies Act,
2013 (“the Act”):

(a) that in the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures wherever applicable, if any;

(b) the Directors 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
as at March 31, 2026 and of the profit of the
Company for the year under review;

(c) the Directors 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) the Directors have prepared the annual accounts
on a going concern basis;

(e) that the Directors 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) the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

30. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE AND OUTGO

Pursuant to the provisions of Section 134(3) (m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, prescribed particulars as
applicable is annexed hereto as Annexure-3 and
forms integral part of this Report.

31. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The disclosure pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 (“the Act”) read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure 4 to this Report.

The disclosure under Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in a

separate annexure marked as Annexure 4A and forms an integral part of this annual report. However, as per
first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) 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 said annexure. Members who are interested in obtaining
these particulars may write to the Company Secretary at the Corporate Office of the Company or email at cs@
amines.com up to the date of the ensuing 51^st Annual General Meeting of the Company, during the business
hours on working days.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("the POSH Act”), the Company has formulated a Policy on Prevention of Sexual
Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and
Internal Complaints Committees ("ICC”) have also been set up at all applicable locations of the Company to
redress complaints.

The Company is committed to providing a safe and conducive work environment to all of its employees and
associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees,
trainees, apprentices of the Company and any person visiting the Company at its office. The Company has
zero tolerance on sexual harassment at the workplace.

The Policy is also available at the website of the Company and can be accessed athttps://www.amines.com/
pdf/policies/PolicyOnPreventionOfSexualHarassmentAtWorkplace.pdf.

The Company has not received any sexual harassment complaints under the Act during the financial year as
under:

33. COMPLIANCE WITH THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT
ACT, 1961

During the year under review, the Company has
complied with all the applicable provisions of the
Maternity Benefit Act, 1961, and Rules made
thereunder. The Company also ensures that no
discrimination is made on recruitment or service
conditions on the grounds of maternity.

34. NUMBER OF EMPLOYEES AS ON THE
CLOSURE OF THE FINANCIAL YEAR I.E.
MARCH 31, 2026

a) Male Employees: 275

b) Female Employees: 17

c) Transgender Employees: Nil

35. RISK MANAGEMENT

Business risks and mitigation plans are reviewed,
and the internal audit processes include evaluation
of all critical and high-risk areas. Critical functions
are reviewed periodically, and the reports are shared
with Management for timely corrective actions. The
major focus of the internal audit is to identify and

review business risks, test and review controls, assess
business processes, besides benchmark controls
with best practices in the industry.

The Management is constantly working to improve
its risk management setup and processes in line with
a rapidly changing business environment. During
the year under review, there were no risks which, in
the opinion of the Board, threaten the existence of
the Company. However, some of the risks that may
pose challenges are set out in the Management
Discussion and Analysis Report, which forms part of
this Annual Report.

The risk management framework is reviewed by the
Board and the Audit Committee keeps a check on
overall effectiveness of the risk management of the
Company and has been entrusted with:

a) overseeing the Company’s enterprise-wide risk
management framework;

b) ensuring that all material Strategic and
Commercial risks including Cybersecurity,
Safety and Operations, Compliance, Control
and Financial risks have been identified and
assessed; and

c) ensuring that all adequate risk mitigation
measures are in place to address these risks.

A note on risks, concerns, and mitigating factors has
been given in the Management Discussion & Analysis
Report, which forms part of this Annual Report.

36. WHISTLE BLOWER POLICY AND VIGIL
MECHANISM

The Company believes that ethics in the conduct of
business operations are an integral part of the success
and growth of an organization. It is our endeavor to
conduct our business with the highest standards
of professionalism following ethical conduct in line
with the best governance practices.

The Company has in place a well-defined Whistle
Blower Policy framed pursuant to Section 177(9),
(10) of the Companies Act, 2013 and Regulation
22 of the Listing Regulations. The policy provides
adequate safeguards against victimization of persons
who use such a mechanism and ensures direct
access to the Chairman of the Audit Committee in
appropriate or exceptional cases.

This policy has been adopted, circulated and placed
on the website of the Company. It ensures to provide
a secure environment and encourages employees
and other stakeholders of the Company to report
unethical, unlawful or improper practice, acts or
activities, actual or suspected fraud or violation of
the Company's code of conduct. Any employee
can approach his/her Divisional Chief for any such
instance observed or experienced or if in case it
involves Managerial Personnel, to the Managing
Director and thereafter to the Audit Committee
Chairman. During the year under review, no
employee was denied access to the Audit Committee.
The Whistle Blower Policy of the Company has been
placed on the website of the Company and can be
accessed athttps://www.amines.com/pdf/policies/
whistle-blower-policv.pdf.

37. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The Company has formulated, adopted and
implemented CSR Policy in accordance with Section
135 of the Companies Act, 2013 (“Act”) and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 (“Rules”) as amended which outlies
about objectives, the constitution of CSR Committee,
roles and responsibilities of the committee,
implementation, monitoring and guiding principles
etc. The CSR Policy applies to all CSR projects/
programmes undertaken by the Company in India
as per Schedule VII of the Act, for the time being in
force.

As a part of its CSR initiative and in line with the
CSR Policy, the Board has constituted the CSR
Committee and has identified various sectors of
the Society for Social and Charitable work based on
the needs and requirements in a particular field.

During the year under review, the Management has
undertaken activities as part of its CSR initiatives.

A detailed Report as required under Section 135
of the Act and Responsibility Statement of the CSR
Committee on the Implementation and Monitoring
of CSR Policy are annexed as Annexure-5 and
Annexure-5A respectively and forms part of this
Report. The CSR Policy is also placed at the website
of the Company and can be accessed at https://
www.amines.com/pdf/policies/corporate-social-
responsibility-csr-policy.pdf.

The salient features and highlights of the CSR Policy
are as below:

• Constitution of CSR Committee and
Frequency of meeting: Three or more Directors,
out of which at least one director shall be an
independent director and at least one meeting
of the CSR Committee to be held every financial
year.

• Roles of CSR Committee: i) To formulate,
recommend CSR Policy and the activities to
be undertaken towards CSR initiatives as per
the Act and CSR Policy, and monitor the policy
and advise any changes therein if required. ii)
To formulate and recommend to the Board
an annual action plan, iii) To review and
recommend the amount of expenditure to be
incurred on the CSR and monitor the execution
and implementation of the annual action plan
and to do all such acts as may be entrusted to
the CSR Committee by the Board from time to
time.

• CSR Expenditure: At least two (2) per cent of
the “Average Net Profits” of the Company made
during the 3 (three) immediately preceding
financial years and administrative overheads
shall not exceed five percent of total CSR
expenditure of the Company for the financial
year.

• Treatment of Surplus: Any surplus arising out
of the CSR activities shall not form part of the
business profit of the Company and shall be
ploughed back into the same project or shall
be transferred to the Unspent CSR Account and
spent in pursuance of CSR policy and annual
action plan of the Company or transfer such
surplus amount to a Fund specified in Schedule
VII, within a period of six months of the expiry of
the financial year.

• Treatment of Excess Amount Spent: Excess
amount may be set off against the requirement
to spend under sub-section (5) of section 135
up to the immediate succeeding three financial
years.

• Supervision, Monitoring and Disclosure: The

members of the CSR Committee can themselves
do the supervision and monitoring of the
activities undertaken as a part of CSR Activities

or else can also depute or delegate a director or
team of person amongst the employees of the
Company for the same. The Annual Report on
CSR shall be disclosed as a part of the Board
Report in the form as may be prescribed and
providing a Responsibility Statement of the
CSR Committee on the Implementation and
monitoring of CSR Policy.

The above are salient features of the CSR Policy. The
detailed policy is uploaded on the website of the
Company on the link provided above.

38. SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS AND TRIBUNALS

During the year under review, no significant and
material order was passed by the regulators, courts,
or tribunals impacting on the going concern status
and the Company’s operations in future.

39. TRANSFER TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

The details of unpaid/unclaimed dividends for a
period of seven (7) consecutive years and underlying
shares liable to be transferred to the IEPF Authority
have been mentioned in detail in the Corporate
Governance Report, which forms a part of this
Report.

40. CORPORATE GOVERNANCE REPORT:

As prescribed under Regulation 34(3) read with
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a
separate section on Corporate Governance Practices
followed by the Company, together with a Certificate
from a Practicing Company Secretary confirming
compliance is provided as Annexure 6 of this Report
and forms part of this Report.

Disclosure under Section II of Part II of Schedule V of
the Companies Act, 2013 is provided under Para 8 of
the Corporate Governance Report which is annexed
as Annexure 6 to the Board Report.

41. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated in Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section
forming part of this Report.

42. COMPLIANCE WITH THE SECRETARIAL
STANDARDS

The Company has complied with the applicable
Secretarial Standards, with respect to Meetings of
the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries
of India from time to time.

43. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company is voluntarily disclosing the Business
Responsibility and Sustainability Report for FY 2025¬
26, forming an integral part of the Annual Report.
This report's objective is to present an open and
understandable description of our continuous
progress toward corporate responsibility and
sustainability. In addition to demonstrating our
dedication to lowering our carbon footprint and
improving social and environmental value across
our supply chain, and it further demonstrates the
Company's efforts to strike a balance between
economic development and environmental
stewardship and social responsibility.

44. CYBER SECURITY

In view of the increased cyberattack scenarios, the
cyber security maturity is reviewed periodically
and the processes, technology controls are being
enhanced in line with the threat scenarios. The
Company’s technology environment is enabled with
real-time security monitoring with requisite controls
at various layers, starting from end-user machines to
network, application and the data.

45. BOARD DIVERSITY

In compliance with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board through the
Nomination and Remuneration Committee
(NRC), recognizing the importance of a diverse
composition, has devised a policy on Board Diversity
which sets out its approach to diversity. The Board
of Directors enables efficient functioning through
differences in experience, perspective and skill, and
fosters differentiated thought processes at the back
of varied industrial and management expertise,
gender, knowledge and geographical backgrounds.
The Board has adopted a Board Diversity Policy.

The Board Diversity Policy has been placed on the
website of the Company and can be accessed
at https://www.amines.com/pdf/policies/board-
diversitv-policv.pdf.

46. SUCCESSION OF BOARD AND SENIOR
MANAGEMENT

The Company has in place a policy for the succession
of Board and Senior Management adopted by the
Board on the recommendation of the Nomination
and Remuneration Committee. The said policy is
available on the website of the Company and can be
accessed at:https://www.amines.com/pdf/policies/
succession-of-board-and-senior-management-
policv.pdf

47. GENERAL DISCLOSURE

Your directors state that no disclosure or reporting
is required in respect of the following matters as
there were no transactions on these matters during
FY 2025-26:

a) Neither the Managing Director nor the Executive
Director of the Company receives any salary or
commission from any of the subsidiary of the
Company.

b) There has been no change in the nature of the
business of the Company.

c) There was no application made or proceeding
pending under the Insolvency and Bankruptcy
Code, 2016.

d) There was no instance of one-time settlement
with any bank or financial institution.

48. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks
to the shareholders, deposit holders, customers,
suppliers, vendors, investors, stock exchanges,
depositories, banks and other financial institutions,
regulatory authorities, rating agencies, auditors,
legal advisors, consultants and all other stakeholders
for their continued support. Your Directors also take
this opportunity to appreciate and acknowledge the
efforts, hard work and contribution of the employees
of the Company.

For and on behalf of the Board of Directors

Hemant Kumar Ruia

Chairman & Managing Director
(DIN: 00029410)