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Acutaas Chemicals Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 13483.36 Cr. P/BV 11.22 Book Value (Rs.) 146.83
52 Week High/Low (Rs.) 1666/727 FV/ML 5/1 P/E(X) 84.96
Bookclosure 18/09/2025 EPS (Rs.) 19.39 Div Yield (%) 0.00
Year End :2025-03 

Your Directors are pleased to present the eighteenth (18th) Annual
Report on the business and operations of the Company along with
the Standalone and Consolidated Audited Financial Statements of
the Company for the Financial Year ended on 31st March, 2025.

1. Corporate Overview and General Information:

Your Company is a research and development ("R&D") driven
manufacturer of speciality chemicals focused towards the
development and manufacturing of advanced pharmaceutical
intermediates ("Pharma Intermediates") for regulated and
generic active pharmaceutical ingredients ("APIs") and
chemicals for New Chemical Entities ("NCE"), and other

specialty chemicals including parabens and paraben
formulations, methyl salicylate, semiconductor chemicals,
battery chemicals and niche key starting materials ("KSM") for
cosmetics, fine chemicals and agrochemical industries.

Recently your Company has successfully completed, rebranding
and name change activity with required approvals obtained
from members and Regulators like Ministry of Corporate affairs,
Stock Exchanges and others. The objective of rebranding is
to help eliminate any potential confusion among stakeholders
and establish a unique, globally recognizable identity, thus
presenting an opportunity to realign and clearly articulate your
company's evolving vision, mission, and strategic objectives.

2. Financial Results: Standalone and consolidated

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified
under section 133 of the Companies Act, 2013 ("the Act"), read with Rule 7 of the (Companies Accounts) Rules, 2014.

The standalone and consolidated financial performance of the Company, for the Financial Year ended on March 31, 2025 are
summarized below:

.

Standalone

Consolidated

F.Y.2024-25

F.Y.2023-24

F.Y.2024-25

F.Y.2023-24

Revenue from Operations

9,898.35

6,875.83

10,068.75

7174.74

Other Income

183.36

137.86

169.29

74.91

Total Revenue

10,081.71

7013.69

10,238.04

7249.65

Total Expenses

7945.95

6005.05

8,076.42

6109.80

Exceptional Items

-

(317.54)

-

(320.84)

Profit/Loss before Tax

2,135.76

691.10

2,161.62

819.01

Provision for Tax:

Current tax

469.71

209.13

491.89

290.15

Deferred tax

70.58

45.12

65.56

41.78

Profit/ Loss after Tax

1,595.47

436.85

1,604.17

487.08

Other comprehensive Income /Loss

(a) Remeasurement of defined employee benefit plans

(1.46)

(1.23)

(1.75)

(0.67)

(b) Tax impact on items that will not be reclassified to
profit or loss

0.37

0.31

0.37

0.17

(c) Items that will be reclassified to profit or loss Exchange
differences on translation of financial statements of
foreign operations, net

(71.74)

Total comprehensive income for the year

1,594.38

435.93

1,602.79

414.84

Earnings per equity share (face value of Rs. 5 each)

1. Basic (Rs.)

19.91

5.96

19.81

5.83

2. Diluted (Rs.)

19.91

5.95

19.81

5.83

* Exceptional item include full impairment of investment in the joint venture Ami Onco Theranostics LLC

The Board of Directors of Company reviews the affairs of its subsidiary companies regularly. In accordance with the provisions of Section
129(3) & Section 133 of the Companies Act, 2013 ("the Act"), read with the Companies (Accounts) Rules, 2014 and other relevant
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as
amended the Company has prepared Consolidated Financial Statements including requisite details of its subsidiaries and joint venture.

3. Dividend:

For FY 2024-25, in line with the Dividend Distribution Policy
of the Company the Board of Directors have recommended a
dividend of Rs. 1.50/- per share of face value Rs. 5/- each at the
rate of 30% on the ordinary shares of the Company. If declared
at the ensuing 18th Annual General Meeting ('AGM'), the total
dividend outgo during FY 2025-26 would amount to 122.80
million (Previous year: 122.78 million). The proposed dividend is
subject to approval of shareholders in the ensuing Annual General
Meeting of the Company. The dividend would be payable to all
shareholders whose names appear in the Register of Members and
the list of beneficial owners furnished by the National Securities
Depository Limited and the Central Depository Services (India)
Limited as on the Record date i.e. September 18, 2025. Final
Dividend once approved by members shall be disbursed within
30 days of the approval and the date of disbursement shall be
communicated in advance to the Stock Exchanges, BSE Limited
and National Stock Exchange of India Limited.

Dividend Distribution Policy:

In terms of regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations") the Company has formulated a Dividend Distribution
Policy and is uploaded on Company's website and the link for
the same is
https://www.acutaas.com/static/uploadfiles/
downloads/download 8312.pdf?20250808092427

Unpaid / Unclaimed Dividend:

In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor
Education and Protection Fund (Awareness and Protection of
Investors) Rules, 2001, there was no unpaid / unclaimed dividends
to be transferred during the Financial Year under review to the
Investor Education and Protection Fund. The list of shareholders
whose dividend has remained unclaimed /unpaid during the
previous three years of dividend declared has been uploaded on
the website of the Company at
https://www.acutaas.com/unpaid-
dividend-status.html

4. Change in nature of Business:

During the financial year under review, there has been no change
in the nature of business of the Company. Company continues to
operate in the segment of Custom synthesis and manufacturing of
Speciality Chemicals having application in Pharmaceuticals API
and others speciality chemicals industries such as cosmetics, fine
chemicals, agrochemical industries, semiconductor and battery
chemicals. As part of endeavour to expand capabilities, during the
FY 2024-25 your Company raised funds amounting to Rs. 5,000
million for the purpose of growth and expansion of the electrolytes
additives projects, solar power projects and to repay debt.

5. Transfer to General Reserves:

During the financial year under review, your Company has not
transferred any amount to General Reserve.

6. Changes in Subsidiaries, Joint Ventures and
Associate Companies:

To align with the rebranding strategy of the holding company "Acutaas
Chemicals Limited"
, Company's wholly owned subsidiaries have
also undergone name change from "Baba Advance Materials Limited"
to
"Acutaas Advance Material Limited" w.e.f July 17 2025 and
"Ami Organics Electrolytes Private Limited" to "Acutaas Chemicals
Electrolytes Private Limited" w.e.f July 28, 2025.

During the FY 2024-25, your company's subsidiary company -
Acutaas Chemicals Electrolytes Private Limited (Formerly known
as Ami Organics Electrolytes Private Limited) incorporated a

new Wholly owned subsidiary company namely "Enchem Ami
Organics Private Limited". having certificate of incorporation
dated June 6, 2024. Your Company has other subsidiaries
namely "Acutaas Advance Material Limited" (wholly owned
subsidiary and formerly known as Baba Advance Materials
Limited) and "Baba Fine Chemicals" (partnership firm). Pursuant
to the provisions of Section 129(3) of the Companies Act, 2013
('the Act'), a statement containing salient features of the financial
statements of subsidiaries, joint venture and associate's companies
in Form AOC-1 is attached
Annexure I to the Board Report.

The separate financial statements of the subsidiaries are available on
the website of the Company and can be accessed at
www.acutaas.
com
at link : https://www.acutaas.com/financials-results.html

Material Subsidiaries:

At present, none of the subsidiaries of the Company have been
identified as material subsidiary in terms of the provisions of
Regulation 16(1 )(c) of the SEBI Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The Policy on Material Subsidiary has been posted on the
website of the Company at the following link:
https://www.
acutaas.com/static/uploadfiles/downloads/download 3264.
pdf?20250808092824

7. State of Company's Affairs and Outlook:
Business Highlights:

The year was marked by continued global uncertainty, driven by
geopolitical shifts and evolving trade dynamics. These factors
influenced the chemicals industry, leading to fluctuations in raw
material costs and product pricing.

Pharmaceuticals remained your company's largest end-use
segment, with steady demand for intermediates and a rise in
CMO/CDMO business. India's growing role as an alternative
manufacturing hub further strengthened your company's position.
In battery chemicals, while EV demand moderated and capacity
expansions were delayed, increased focus on supply chain
diversification opened new opportunities, which your company
is well-placed to capture. The semiconductor sector showed
mixed trends—strong growth in AI and data centre applications
contrasted with weaker demand in legacy segments. Our strategic
initiatives in key Asian markets gained encouraging traction.

Despite macroeconomic headwinds, demand across your
company's focus industries remained resilient, and your company
navigated the year with agility and preparedness.

Coming to your Company's performance for the year FY 25
marked a landmark year as your company crossed the milestone of
Rs. 10,000 million revenue threshold on consolidated basis to
deliver revenue from operations of INR 10,069 million which is
40.3% growth over FY24. Advanced Pharmaceutical Intermediates
business for the year grew by 50.4% to INR 8,540 million. This was
driven by ramp of CDMO business as well as steady growth in core
business. The speciality chemical business grew by 2.2% on Y-o-Y
basis to reach at revenue of Rs. 1,529 million driven by strong
growth in commodity chemicals which was offset by degrowth in
Baba Fine Chemicals.

As your company crossed a big milestone in its journey and enter
a new phase of growth in FY25, the need for a distinct and future-
ready brand identity became increasingly evident. The identity
which shared vision to build a diversified specialty chemicals
company, serving various industries such as pharmaceutical,
semiconductor, battery chemicals, petroleum, agrochemicals,
cosmetics and preservatives. To support this transformation, the
strategic decision to rename the company from "Ami Organics

Limited" to "Acutaas Chemicals Limited" was undertaken with the
full support of our valued members and stakeholders in 2025.

The Key business highlights during the financial year 2024-25 may
be summarised as under:

• Successfully concluded Good Manufacturing Practices (GMP)
inspection by Pharmaceutical and Medical Devices Agency,
Japan (PMDA) without any critical/major observation, and the
agency has further issued Inspection Result Report declaring
the Sachin Facility as a Good Manufacturing Practices
(GMP) compliant.

• Successfully raised Rs. 5000 million through QIP and Preferential
allotment to deleverage bank borrowings and support capex for
electrolytes and solar power project.

• Company successfully commissioned a 10.8 megawatt solar
plant in Narmada district, Gujarat. This newly commissioned
solar plant is projected to deliver substantial annual cost savings
by meeting substantial electricity requirement of our company's
Ankleshwar and Jhagadia units in Gujarat. In addition to 10.8
megawatt power plant another 5 megawatts solar power
project in Bharuch district has been successfully commissioned
recently which will fulfil electricity need of Sachin unit, Gujarat.

• Company's Board has approved the capex for new pilot plant
facility at Sachin unit, Surat. The pilot plant will help expedite
scaling up of new products as well as manufacturing of high
potent chemicals and the new products under CRAM's model.

• The state-of-the-art technology driven plant in Ankleshwar
Unit with the total reactor capacity of 442 KL dedicated for the
manufacture of advanced pharmaceutical intermediate business
with state-of-the-art fully computerised Distributed Control
System (DCS) technology is now fully operational.

• Your company received the Gold Medal accreditation by
EcoVadis in FY25. Despite being in the chemical manufacturing
industry, your Company remains committed on the ESG goal,
propelled by an intensified focus on green chemistry and green
initiatives. This commitment underscores our proactive approach
to environmental responsibility and sustainability.

• During the year, your Company received process patents for its
one invention in the pharma intermediates business. Company
now boasts a robust portfolio of 10 (ten) process patents and 5
(five) of our process patents have been published and we have
filed applications for seven more process patents (in respect of
intermediates used in the manufacture of generic API across
therapeutic segments)..

• Ongoing capital expenditure for electrolyte additives business
at Jhagadia site is on track which is scheduled to commence
production by the end of FY 26.

Financial Highlights of the Company:

During the financial year of review i.e. FY 2024-25 your company
continued its strong growth momentum by achieving revenue from
operations of over Rs. 10,069 million, representing a growth of
40.3% year-over-year when compared to last year revenue from
operations of INR 7,175 million.

This was driven by robust growth in core Advance Pharma
Intermediate business with 50.4% growth year-on-year, whereas
specialty chemical business grew by 2.2% on year-on-year basis.

Key financial highlights on consolidated results of our operations
as are under:

• Revenue from operations for FY25 grew by 40.3% YoY to Rs.
10,069 million as compared to Rs. 7,175 million in FY 24.

• EBITDA for the FY 25 was Rs. 2321 million, up 80.6% Y-o-Y.

• Profit after tax for FY 25 was at Rs. 1,604 million, which was
almost double when compared to Rs. 808 million, the adjusted
PAT for the same period last year.

• Export for the year was at 74%, whereas domestic business was
at 26%.

Financial Highlight of wholly owned
Subsidiaries:

During the year of review Acutaas Chemicals Electrolytes Private
Limited (Formerly Ami Organics Electrolytes Private Limited )
wholly owned subsidiary, earned total revenue from operations
amounting to Rs. 1.54 million while incurring losses amounting to
Rs. 14.65 million in FY25 as compared to nil revenue and loss of
Rs. 4.46 million in the previous FY24. Company has commenced
commercial operations for electrolyte additives business, with
firm orders in hand, which is expected to start ramping up from
FY26 onwards.

Acutaas Advance Material Limited (Formerly Baba Advance
Materials Limited) was incorporated on September 13, 2023
as wholly owned subsidiary of Acutaas Chemicals Limited.
The Company's business operation is in progress and the total
revenue from operations registered for the FY 25 was at Rs. 3
million contributing net profit of Rs. 0.04 million as compared to
revenue of Rs. 7.33 million and profit of of Rs. 1.51 million in the
previous FY24.

Financial Highlights of Subsidiary Baba Fine
Chemicals :

During the FY25 Baba Fine Chemicals registered a total income
of Rs. 175.55 million as compared to Rs. 302.54 million in FY24
whereas profit after tax registered to Rs. 37.87 million as compared
to 131.89 million during the corresponding period. The revenue
of Baba Fine Chemicals registered a decline during the FY25
on account of sluggish demand of its product from key supplier.
However the firm is revamping its marketing strategies to promote
the products of Baba Fine Chemicals to other geographies and
develop allied products in the niche photo resistant speciality
chemicals space. The business will see steady organic growth
in the coming years, as new clients for existing products in new
geographies or new products are onboarded.

8. Internal Financial Controls:

The Company has adequate Internal Financial Controls System
over financial reporting which ensures that all transactions are
authorised, recorded, and reported correctly in a timely manner.
The Company's Internal Financial Controls over financial reporting
provides reasonable assurance over the integrity of financial
statements of the Company.

The Company has laid down standard operating procedures,
policies and procedures to guide the operations of the business.
Functional heads are responsible to ensure compliance with all
laws and regulations and also with the policies and procedures laid
down by the management. The Company tracks all amendments to
Accounting Standards, the Companies Act and makes changes to
the underlying systems, processes and financial controls to ensure
adherence to the same.

9. Material Changes and commitments:

Your Company's Board of Directors as on April 16, 2025 approved
the change in the name of the Company from "Ami Organics
Limited" to "Acutaas Chemicals Limited" and the consequent
alterations to the Memorandum of Association and the Articles
of Association of the Company. Members of the Company at the
Extra-ordinary General Meeting No. 01/2025-26 held on May
10, 2025 approved the change in the name of the company and

pursuant to the receipt of Fresh Certificate of Incorporation from
the Registrar of Companies, Ministry of Corporate Affairs, name of
the Company changed from "Ami Organics Limited" to "Acutaas
Chemicals Limited", with effect from May 15, 2025.

Your Company's Board of Directors upon the approval of the Audit
Committee, has approved the additional equity investment in its
wholly owned subsidiary company, Acutaas Advance Material
Limited (formerly known as Baba Advance Materials Limited)
up to an amount not exceeding Rs 49.99 crores by subscribing
to 30,48,780 equity shares of Rs 10/- each, at a premium of
Rs. 154/- per share by way of rights issue of Acutaas Advance
Material Limited and further investment not exceeding Rs. 150
crores by way of loan or equity subscription or mix of both, in one
or more tranches in the wholly owned subsidiary of the Company,
for the purpose of establishment of manufacturing facility in South
Korea through joint venture company.

Save as mentioned elsewhere in this Report, no material changes
and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the
Company on 31st March, 2025 and the date of this Report.

10. Deposits:

The Company has neither accepted nor renewed any deposits
during the year under review to which the provisions of the
Companies (Acceptance of Deposits) Rules 2014 applies.

11. Loans, Guarantees or Investments made under
Section 186 of the Companies Act, 2013:

The Company has granted loan from internal accruals amounting
to Rs. 5.75 million to its wholly owned subsidiary company,
Acutaas Chemicals Electrolytes Private Limited and Rs. 7 million
loan to Acutaas Advance Material Limited to be used for their
business purpose. Except this, there were no loans or guarantees
given by the Company under Section 1 86 of the Companies Act,
2013 during the year under review. During the year Company has
not made investment in share capital of its subsidiary companies
or any other company.

12. Share Capital:

During the financial year of review, shareholders as on March 26,
2025 approved the sub-division/ split of 1 (One) equity share of the
Company of the face value of Rs. 10/- (Rupees Ten Only) each fully
paid up, into 2 (Two) Equity Shares of the Company of face value
of Rs. 5/- (Rupees Five Only) each fully paid up and the consequent
alteration in the Capital Clause (Clause V) to the Memorandum of
Association of the Company vide postal ballot notice dated February
21, 2025 conducted through remote e-voting.

As on 31st March 2025, the authorized share capital of the
Company is Rs. 500 million comprising of 100 million equity
shares of Rs. 5/- (Rupees Five only) each. The paid up Equity share
capital of Company as on 31st March, 2025 is Rs. 40,93,44,610/-
divided into 8,18,68,922 equity shares of Rs. 5/- (Rupees Five
only) each. The Company's equity shares are listed at BSE Limited
and the National Stock Exchange of India Limited. The listing
fees of Stock Exchanges for the financial year 2025-26 has been
paid. The stock code of the Company at BSE Limited is 543349
and the Symbol at the National Stock Exchange of India Limited
is ACUTAAS.

a. Buy Back of Securities:

Company has not bought back any of its securities during the

year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the
year under review.

c. Bonus Shares:

Company has not issued any bonus shares during the year
under review.

d. Employees Stock Option Plan:

Company implemented Ami Organics Employees stock
Option Scheme 2023 (
"ESOS 2023") upon the approval
of shareholders on June 4, 2023. Company granted 30,000
options under Category 1 Grant of the scheme to its eligible
employees on July 15, 2023 upon the recommendation of
Nomination and Remuneration Committee (
'NRC") and
Board. During the year of review out of 30,000 options that
were granted, 28,900 options vested to the employees after
one year of such grant i.e on July 15, 2024. Accordingly all
the 28,900 options that had vested to the option grantees
were allotted to them. The lapsed options numbering 1,100
options were re-granted to one of the eligible employee on
August 12, 2024 to vest after one year of grant. Considering
the sub-division / split of face value of shares in the ratio
1:2, such options granted stands adjusted to 2200 options
at the exercise price of Rs. 50 per shares as per decision of
the Nomination and Remuneration Committee. The ESOS
2023 Scheme is available on the website of Company at
https://www.acutaas.com/static/uploadfiles/downloads/

download 1179.pdf?20230705051708

e. Fresh Issue of Shares:

During the FY 2024-25, Company issued 7,99,193 equity
shares of face value of Rs. 10/- (Rupees Ten only) each at
an issue price of Rs. 1,240/- (Rupees Twelve Hundred Forty
only) per equity share on Preferential Basis to selected non¬
promoter Institutional Investors through Preferential Issue.

During the FY 2024-25, Company issued 32,25,806
equity shares of face value of Rs. 10/- (Rupees Ten only)
each at an issue price of Rs. 1,240/- (Rupees Twelve
Hundred Forty only) per equity share on Preferential Basis
to non-promoter Institutional Investors through Qualified
Institutional Placement.

f. Issue of equity shares with differential
rights as to dividend, voting or otherwise.

Company has not issued any equity shares with differential
voting rights during the FY 2024-25.

13. Directors & Key Managerial Personnel:

Company has 4 (four) Independent Directors (including two Women
Independent Director), namely, Mr. Girikrishna Maniar, Mr. Hetal
Gandhi, Mrs. Richa Goyal and Dr. Anita Bandyopadhyay.

Key Managerial Personnel: Mr. Nareshkumar R. Patel - Chairman
& Managing Director, Mr. Chetankumar C. Vaghasia -Whole
Time Director, Mr. Virendra Nath Mishra - Whole time Director,
Mr. Ram Mohan Lokhande- Whole Time Director, Mr. Bhavin
Shah - Chief Financial Officer (CFO) and Mrs. Ekta Kumari
Srivastava - Company Secretary & Compliance Officer are
the Key Managerial Personnel of the Company in accordance
with Sections 2(51) and 203 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment(s)
for the time being in force).

i) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act
and in terms of the Articles of Association of the Company
Mr. Nareshkumar Ramjibhai Patel (DIN: 00906232) will
retire by rotation at ensuing Annual General Meeting and
being eligible, he has offered himself to be re-appointed as
Director. The brief profile of Mr. Nareshkumar Ramjibhai Patel
and the resolution for his appointment as Director is given in
the Notice of the 18th Annual General Meeting (AGM), The
Board proposes his reappointment to the members.

During the year of review, none of the Directors have
resigned or their office have been terminated.

14. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and rules
made thereunder and as provided under Schedule IV of the
Act and Listing Regulations, structured procedure was adopted
after taking into consideration the various aspects of the Board's
functioning, composition of the Board and its various Committees,
execution and performance of specific duties, obligations and
governance. The performance evaluation of the Independent
Directors was completed in time. The performance evaluation of
the Chairman and the Non-Independent Directors was carried out
by the Independent Directors. The Nomination and Remuneration
Committee (
"NRC") has laid down proper criteria and procedure
to evaluate and scrutinize performance of the Chairperson, each
Executive, Non-Executive and Independent Director, Board as a
whole and its Committees.

The Independent Directors at their meeting held on March 20, 2025
through discussion, evaluated the performance of non-independent
directors, The Board has carried out annual performance
evaluation of its own performance, the directors individually as
well the evaluation of the working of its Audit, Nomination &
Remuneration, Risk Management Committee, Corporate Social
Responsibility and Stakeholders' Relationship Committee.

While evaluating the performance, the following points
were considered:

i. Participation in Board Meetings and Board
Committee Meetings.

ii. Managing relationship with other directors and management.

iii. Knowledge and Skill i.e., understanding of duties,
responsibilities, refreshment of knowledge, knowledge of
industry, ability to listen and to present their views.

i v. Personal attributes like maintain high standard of ethics

and integrity.

v. Strategic perspectives or inputs regarding future growth of
Company and its performance

Outcome of Evaluation:

The Board of the Company was satisfied with the functioning of
the Board and its Committees. The Committees are functioning
well and besides covering the Committees' terms of reference, as
mandated by law, important issues are brought up and discussed
in the Committee meetings. The Board was also satisfied with the
contribution of Directors, in their individual capacities

15. Declaration by Independent Directors:

The Company has received declaration from all Independent
Directors that they meet the criteria of independence specified

under Section 149 of the Act, read with Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and
Regulation 16(1)(b) of SEBI Listing Regulations for holding the
position of Independent Director and that they shall abide by the
"Code for Independent Directors" as per Schedule IV of the Act.
All Independent Directors on the Board of the Company have
completed registration on Independent Director's Data Bank and
have cleared or are exempted to clear the online proficiency test.
There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

Familiarisation Program for Independent
Directors:

The familiarisation program seeks to update the Directors on the
roles, responsibilities, rights and duties under the Act and other
statutes and about the overall functioning and performance of the
Company. The policy and details of familiarisation programme
conducted during the year is available on the website of the
Company at
www.acutaas.com.

16. Related Parties Transactions:

All related party transactions/arrangements/contracts entered
into by the Company during the financial year 2024-25 were
either undertaken on the basis of omnibus approval of the Audit
Committee or with prior approval of the Audit Committee and/or
Board. All related party transactions were at arm's length basis
and in the ordinary course of business in compliance with the
applicable provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that
may have potential conflict of interest with the Company at large.
Details of related party transactions entered into by the Company,
in terms of Ind AS-24 have been disclosed in the notes to the
standalone / consolidated financial statements forming part of
this Annual Report. Form AOC-2 pursuant to Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is set out in
Annexure II to this Report.

The Company's Related Party Transactions Policy appears on
its website at
www.acutaas.com link https://www.acutaas.
com/static/uploadfiles/downloads/download 7240.
pdf?20250808093634

17. Corporate Governance:

Your Company believes in adopting best practices of corporate
governance. Corporate governance principles form the core
values of Acutaas Chemicals Limited. These guiding principles
are also articulated through the Company's code of business
conduct, Corporate Governance Guidelines, charter of various
sub-committees and disclosure policy. As per Regulation 34 of the
Listing Regulations, a separate section on corporate governance
practices followed by your Company, together with a certificate
from M/s. Kashyap Shah & Co., Company Secretaries, on
compliance with corporate governance norms under the Listing
Regulations, forms a part of the Annual Report.

18. Business Responsibility & Sustainability Report:

Pursuant to Regulation 34(2)(f) of the Listing Regulations, your
Company provides the prescribed disclosures in new reporting
requirements on Environmental, Social and Governance ("ESG")
parameters called the Business Responsibility and Sustainability
Report ("BRSR") which includes performance against the nine
principles of the National Guidelines on Responsible Business
Conduct and the report under each principle which is divided into
essential and leadership indicators which forms part of this Annual
Report and also hosted on the website of the Company i.e https:/
acutaas.com/annual-reports.html

19. Management Discussion and Analysis (MDA):

I n compliance with Regulation 34 of SEBI Listing Regulations
Management Discussion and Analysis for the financial year under
review, as stipulated under the SEBI Listing Regulations, is presented
in a separate section, which forms a part of the Annual Report.

20. Vigil Mechanism & Whistle Blower Policy:

Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and Companies Meeting of Board and its powers
Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements), 2015, Company has constituted a
Vigil Mechanism for directors and employees to report genuine
concerns has been established. The format of reporting and the
vigil mechanism and whistle blower policy is regularly updated
to the employees and Directors. The Vigil Mechanism & Whistle
Blower Policy has been uploaded on the website of the Company
at
https://acutaas.com/corporate-policies.html

21. Board Meetings:

During the F.Y. 2024-25, Ten (10) meetings of Board were held, the
details of which have been disclosed in the corporate governance
report, which forms part of the Board's report. The maximum
interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.

22. Committees of Board:

As required under the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 201 5, as on March 31 , 2025, the Board has the
following committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Other voluntary committees constituted by the Board are ESG
Committee, Finance Committee and QIP Committee.

During the year, all recommendations made by the committees
were approved by the Board. A detailed note on the composition
of the Board and its Committees, including its terms of reference is
provided in the Corporate Governance Report. The composition
and terms of reference of all the Committees of the Board of
Directors of the Company is in line with the provisions of the Act
and the Listing Regulations.

23. Risk Management

Risk Management is at the core of the business which provides
framework towards risk identification, analysis & prioritization of
risks, development of risk mitigation plans and reporting on the
risk environment of the Company. The Board has constituted a Risk
Management Committee as required under Regulation 21 of the
SEBI Listing Regulations to frame, implement and monitor the risk
management plan of the Company.

Risk Governance Framework is created within the Company in the
following lines :

(i) Risk Management Committee : The Committee oversees
implementation of mechanism of Operational Risk
Management and guide the organization towards that. The
Committee reports to the Board. The Committee has atleast
one independent director.

(ii) Chief Risk Officer (CRO) : CRO is appointed by the Risk
Management Committee and his role is to facilitate risk
management mechanism through decentralized approach,
providing support and guidance to the whole organization.

(iii) Three Lines of Defence : For proper Governance and control,
the organization has three lines of defence.

First line of defence include actual functional owners
throughout the organization, mainly consists of MD, Eds,
KMPs, other Senior Management and Functional Heads. The
company is run by these officials and they are supposed to
take care of risks within their own functional areas.

Second line of defence include Chief Compliance Officer,
Chief Risk Officer who facilitate compliance risk management
process through support and guidance for other functions

Third line of defence is internal auditors who reports their
observations to Audit Committee.

(iv) Risk Champions / Risk Co-ordinators (RC Group) : The
organization has appointed one official from each function,
who is responsible for carrying out risk management initiative
within their own functional area. This is under guidance of
CRO and their own functional Head. This group is called
RC- Group and is instrumental for decentralized effective
implementation of risk management mechanism.

24. Business Continuity Plan:

The Company has formulated Business Continuity Plan, which has
been designed to ensure continuity of critical processes during any
disruption. The Business Continuity Plan creates a framework within
the Company to ensure that business can continue in case of an
emergency and recover from the emergency with minimum impact
on the operations of the Company. Test of the Business Continuity Plan
and the Disaster Recovery Plan is periodically conducted to ensure
that all elements of the Plan are feasible, compatible and effective.

25. Risk Management Policy:

The Company has adopted a Risk Management Policy aimed to
ensure resilience for sustainable growth and sound corporate
governance by having a process of risk identification and
management in compliance with the provisions of the Companies
Act, 2013 and the Listing Regulations.

The Company recognizes that all emerging and identified risks
need to be managed and mitigated to

• Protect its shareholder's and other stakeholder's interests;

• Achieve its business objectives; and

• Enable sustainable growth.

The risk management includes identifying types of risks and
its assessment, risk handling and monitoring and reporting.
The Company has framed a sound Risk Management Policy to
identify and evaluate potential business risks and its mitigation
and the same has become integral part of Company's day to
day operations. The key business risks identified by the Company
are as follows viz. Industry Risk, Management and Operations
Risk, Business Risks, Finance Risks, Market Risk, Regulatory risk,
Liquidity risk, and Technology risk. The Company has worked
out mitigation plans for the aforesaid risks. The risk management
policy is available at the website of Company at
www.acutaas.
com
at the link : https://www.acutaas.com/static/uploadfiles/
downloads/download 3425.pdf?20250808092200

26. Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, inter
alia, provides that the Nomination and Remuneration Committee
shall: (i) formulate the criteria for board membership, including
the appropriate mix of Executive & Non-Executive Directors; (ii)
approve and recommend compensation packages and policies for
Directors and Senior Management; and (iii) lay down the effective
manner of performance evaluation of the Board, its Committees
and the Directors.

The salient features of the Nomination and Remuneration Policy of
the Company along with highlights are outlined in the Corporate
Governance Report which forms part of this Report. The Policy is
also available on the website of the Company at
www.acutaas.
com
at the link : https://www.acutaas.com/static/uploadfiles/
downloads/download 4426.pdf?20250808094348

27. Employee Stock Options:

The Company grants share-based benefits to eligible employees
with a view to attracting and retaining the best talent, encouraging
employees to align individual performances with Company
objectives, and promoting increased participation by them in the
growth of the Company. With this in view company had introduced
the Ami Organics Employee Stock Option Scheme 2023 (
"ESOS
2023 "
) to issue employees stock options to the eligible employees
of Company.

The details of Options granted, exercised, vested and lapsed
during the FY 2024-25 till date of the Board Report and other
particulars as required under the Act and the SEBI (SBEB and
Sweat Equity) Regulations, in respect to the Scheme are attached
as
Annexure VI to this Board Report.

28. Remuneration of Directors, Key Managerial
Personnel and Senior Management:

The remuneration paid to the Directors, Key Managerial Personnel
and Senior Management is in accordance with the Nomination
and Remuneration Policy formulated in accordance with Section
178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details on the same are given in the
Corporate Governance Report which forms part of this Annual
Report. The information required under Section 197 of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of directors and
employees of the Company is set out in
Annexure III & IV to
this Report. Further, the Managing Director and Whole-time
Directors of the Company have not received any remuneration or
commission from any of its subsidiary Companies.

Disclosures of remuneration as required under Section 197(12)
of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part
of this Report. Having regard to the provisions of the second
proviso to Section 136(1) of the Act the Annual Report excluding
the aforesaid information is being sent to the members of the
Company. Any member interested in obtaining such information
may address their email to
investorinfo@acutaas.com.

During the year under review, none of Non-Executive Directors of the
Company had any material pecuniary relationship or transactions
with the Company, other than sitting fees, payment of commission
and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.

29. Corporate Social Responsibility (CSR):

During the financial year 2024-25, Company has spent
Rs. 19.77 million towards CSR expenditure. The CSR initiatives
of the Company were under the thrust area of education, health

& hygiene, women empowerment, enhancing vocational skills,
environment, health & sanitation and rural development. Company
implemented its CSR activities both directly and through various
NGOs as implementing agencies. The CSR Policy of the Company
is available on the website of the Company at
www.acutaas.com
at the the link : https://www.acutaas.com/static/uploadfiles/
downloads/download 9254.pdf?20250808094450

The Company's CSR Policy statement and annual report on the
CSR activities undertaken during the financial year ended 31st
March, 2025, in accordance with Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014
(“CSR Rules") is set out in
Annexure V to this Report.

30. Board Diversity:

Your Company recognizes and embraces the importance of
a diverse Board in its success. Company believes that a truly
diverse Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge and skills
including expertise in chemical industry, financial diversity,
global business, leadership, information technology, mergers and
acquisitions, Board service and governance, sales and marketing,
Environmental, Social and Governance (ESG), risk management
and cybersecurity and other domains, which will ensure that
company retains its competitive advantage. The Board Diversity
Policy adopted by the Board sets out its approach to diversity. The
policy is available on our website, at
www.acutaas.com at the
link https://www.acutaas.com/static/uploadfiles/downloads/
download 388Q.pdf?20250808101920

31. Director's Responsibility Statement:

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013 the Board hereby submit its
responsibility Statement;

i. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

i i. That the Directors have selected such accounting policies

and applied them consistently and made judgements and
estimates that were 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 and loss of the
company for the year under review;

i ii. That the Directors have taken proper and sufficient care

for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

i v. That the Directors have prepared the annual accounts on

a going concern basis and the directors, had laid down
internal financial controls to be followed by the company
and that such internal financial controls are adequate and
were operating effectively.

v. That the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

32. AUDITORS:

Statutory Auditors:

The Company's statutory auditors M/s. Maheshwari & Co.,
Chartered Accountants, bearing (ICAI Registration Number:
105834W) have been reappointed as statutory auditor of the
company for a period of five years starting from the Annual General

Meeting held for FY 2023-24 till Annual General Meeting to be
held for FY 2028-29. The first term of statutory auditors ended in the
16th AGM and M/s. Maheshwari & Co., Chartered Accountants,
bearing (ICAI Registration Number: 105834W) were reappointed
as Statutory Auditors by the members for another term of five years
from the conclusion of the 16th Annual General Meeting till the
conclusion of the 21st Annual General Meeting of Company. Their
re-appointment has been done in accordance with the provisions
of the Companies Act, 2013 and rules made thereunder. Also the
statutory auditors had submitted their certificate to the effect that
they fulfil the requirements of Section 141 of the Companies Act,
2013for their reappointment.

The Statutory Auditors have issued Audit Reports with unmodified
opinion on the Standalone and Consolidated Financial Statements
of the Company for the year ended 31st March, 2025. The Notes
on the Financials Statement referred to in the Audit Report are self¬
explanatory and therefore, do not call for any further explanation
or comments from the Board under Section 134(3) (f) of the
Companies Act, 2013. The report of the Statutory Auditors of the
Company forms part of the annual report.

During the year under review, the statutory auditors have not
reported to the Audit Committee under section 143(12) of the
Companies Act, 2013, any instance of fraud committed against
the Company by its officers of employees, the details of which
would need to be mentioned in the Board Report.

Cost Auditors:

Maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies
Act, 2013, are applicable to the Company and accordingly such
records are being maintained. M/s Chirag Vallabhbhai Vekariya,
Cost Accountant has been appointed as Cost Auditors of the
Company for the conduct of Cost Audit for the FY 2025-26. In
terms of the provisions of Section 148(3) of the Act, read with Rule
14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor is required to be ratified
by the Members, accordingly, a resolution seeking ratification by
the Members for the remuneration is listed in the AGM Notice as
Special Business. The Cost Audit report for the FY 2023-24 was
obtained from the Cost Auditors and e Form CRA 4 was filed to the
Ministry of Corporate Affairs on time. The Cost Audit Report for the
Financial Year ended 31st March, 2025 will be filed in due course.

Internal Auditors:

The Company has in place an adequate internal audit framework
to monitor the efficacy of internal controls with the objective of
providing to the Audit Committee and the Board of Directors, an
independent and reasonable assurance on the adequacy and
effectiveness of the organization's risk management, internal
control and governance processes. The framework is commensurate
with the nature of the business, size, scale and complexity of its
operations with a risk based internal audit approach.

For the FY 2024-25, Company appointed M/s K.C. Mehta &
Co. LLP as the Internal Auditors for conducting Internal audit of
systems and processes, providing of observations, impact and
recommendation to strengthen the internal control framework
and advise on internal control process gaps of the company. The
Internal Auditors submit report to the Audit Committee on quarterly
basis. Several recommendations were received from the Internal
Auditors and most of them were complied by the management
during the FY 2024-25. Company has reappointed M/s K.C.
Mehta & Co. LLP as the Internal Auditors for conducting Internal
audit of the company for FY 2025-26.

Secretarial Auditors:

The Board had appointed M/s Kashyap Shah & Co., Practicing
Company Secretaries, to conduct secretarial audit for the financial
year 2024-25. The secretarial audit report for the financial year
ended March 31, 2025 is annexed herewith marked as
Annexure
VII
to this report.

Additionally, in line with SEBI Circular dated February 8, 2019,
an Annual Secretarial Compliance Report confirming compliance
with all applicable SEBI Regulations, Circulars and Guidelines by
the Company was issued by the Secretarial Auditors and filed with
the Stock Exchanges within sixty days of the end of FY 2024¬
25. It is annexed to this report as
Annexure VIII. The remarks
provided in the report are self-explanatory. The Secretarial Audit
Report and/or Secretarial Compliance Report does not contain
any qualification, reservation or adverse remark.

33. Compliance of applicable secretarial
standards:

During the year of review, Company has complied with the
applicable provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the
Central Government under section 118(10) of the Companies
Act, 2013.

34. Code for Prevention of Insider Trading:

Your Company's Board has revised and adopted a Code of
Conduct to regulate, monitor and report trading by designated
persons and their immediate relatives as per the requirements under
the amended Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, effective from June 10, 2025.
The Code, inter alia, lays down the procedures to be followed by
designated persons while trading/ dealing in Company's shares
and sharing Unpublished Price Sensitive Information (
"UPSI"). The
Code covers Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and handling of
UPSI, and the process to familiarize with the sensitivity of UPSI.
Further, it also includes code for practices and procedures for
fair disclosure of UPSI which has been made available on the
Company's website at
www.acutaas.com at the link https://www.
acutaas.com/static/uploadfiles/downloads/download 4527.
pdf?20250808094915 During the year of review no cases of
violation of insider trading regulations were reported.

35. Disclosure under the Sexual Harassment
of Women at workplace (Prevention of,
Prohibition and Redressal) Act, 2013.

The Company has in place Policy on Prevention of Sexual
Harassment at Workplace in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (
"POSH Act"). All
employees (permanent, contractual, temporary, trainees) are
covered under this policy. Company has constituted the Internal
Complaints committee consisting of male and female employees
of Company and a reputed female lawyer as an external member
of the internal complaints committee. Three internal committees
have been constituted at all places of business locations of the
Company. Adequate workshops and awareness programmes
against sexual harassment are conducted across the organization.

Company has also submitted the Annual report under POSH Act
to the District Officer of concerned locations. Regular awareness
sessions and interaction programmes with female employees
are held.

During the year FY 2024-25, no complaints of sexual harassment
were received and disposed of under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Sexual harassment complaints
received during the year

Number of such complaints
disposed of during the year

Number of cases pending for a
period exceeding ninety days.

Nil

Nil

Nil

36. Conservation of Energy, Technology Absorption
and Foreign Earnings and Outgo:

[Pursuant Section 134(3)(M) Of the Companies Act, 2013 Read
with Rule 8(3) of the Companies (Accounts) Rules, 2014]

Conservation of Energy:

All business units continued their efforts to improve energy usage
efficiencies. Various key performance indicators like specific
energy consumption (energy consumed per unit of product),
energy costs were continuously tracked to monitor alignment with
the Company's overall sustainability approach. The Company is
engaged in the continuous process of further energy conservation
through improved operational and maintenance practices and
has also undertaken effective measures to minimize energy
consumption. The above measures have resulted / will result in
less consumption of power, fuel and coal, ultimately resulting in
savings in the cost of production.

During the year Company successfully commissioned 10.8 MW
capacity Solar Power Project at Pratapnagar, in the District of
Narmada, Gujarat. As on date of the Board Report additional 5
MW Solar Power Project has also been successfully commissioned
at Vahelam, District Bharuch. As a result substantial electricity
requirements of all the three units shall be met through renewable
sources. Company has undertaken Energy Audits in its plants to
identify excess energy consumption and intends to reduce the
same to the best possible extent. Your Company continues to strive
to improve operational efficiency in its operations to conservation
of energy and optimization of resource consumption.

i) Steps taken for conservation of energy:

ii) To improve the operational efficiencies, following steps have

been taken for conservation of energy:

- Commissioned 10.8 MW solar power plant in Narmada
District, Gujarat leading to green energy generation.

- Replaced conventional lights (CFL) into LED's light with
improvement in LUX Level and resulting into energy
resulting saving by 35% in energy consumption for
lightings in unit 1.

- Replaced 22 non inverter AC with inverter AC's resulting
in electricity savings by 50% in that category.

- The condensate recovery water is sent directly to the
process purpose resulting in saving of water usage in Plants.

- Installed timer in the streetlight distribution board (DB),
so the streetlights in Plant areas operate only during the
specified time ,resulting in energy savings approximately
13.8 kWh per day.

- Installed temperature sensor connected to DCS system
whereby motor stops automatically when set temperature
is reached.

- A temperature interlock for the cooling tower fan has
been integrated into the DCS system to ensure efficient
and automated operation resulting in energy saving.

- Overflow interlock system installed using level switch to
prevent water wastage and ensure efficient operations.

- Vacuum pump operated through DCS sequence to
maintain efficiency and reduce frequent maintenance
at Unit 2.

- Condensate water re-used in Cooling Tower and FBC
boiler as Feed water resulting in reduction of water
consumption by approximately 30KL per day in Unit 3.

iii) The steps taken by the Company for utilising alternate
sources of energy.

With the successful commissioning of 15.8 MW solar power
project, Company has made substantial progress in reducing
dependence on conventional power sources and moving
towards a cleaner, and more sustainable energy portfolio.

The newly commissioned solar plant is projected to deliver
substantial annual cost savings by meeting majority of the
electricity requirements for the Company's Ankleshwar and
Jhagadia units in Gujarat. In addition to the 10.8 MW plant,
The additional 5 MW solar power plant, now operational
is expected to fulfil the electricity needs of the Sachin unit of
Surat, Gujarat. These combined efforts will ensure that most
of the company's present electricity requirements across its
key facilities are met through renewable energy sources

iv) The capital investment on energy conservation equipment's:
During the FY 2024-25 around Rs. 471.87 million was
invested for installation of Solar Power Project.

Technology absorption :

i ) Efforts, in brief, made towards technology absorption.

Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import
substitution, etc

Our Company's focus has been to develop cost effective
processes for manufacturing our products. We have
developed significant expertise in chemistry and series
of molecules which is evident by the grant of 10 process
patents to Company. Additionally, five of our process patents
have been published and we have filed applications for
seven more process patents (in respect of intermediates
used in the manufacture of generic API across therapeutic
segments). Through indigenous in-house R&D company
focuses to develop continuous process technologies in
place of batch process that creates significant reduction
in energy consumption, less process times. Technological
innovation is also simultaneously focused on Safety, health
& environmental issues. During the year Company focused
its R&D efforts on development of new products, process
improvement of its existing products, recovery of products
from pollutants. Leveraging the robust R&D expertise of our
scientists company has developed several new products
using the indigenous technology.

During the financial year of review Company has successfully
commissioned and started commercial operation of state
of the art manufacturing facility at Ankleshwar with full
automatization of the operating process called the Direct
control systems (DCS) system. This new technology, the DCS
system works with high accuracy while providing quality
processes and helping to reduce resource usage & manpower
intervention and achieve high operational efficiency.

ii) The benefits derived like product improvement, cost
reduction, product development or import substitution etc.

With the adoption of new technology using continuous
flow reactors the benefits derived are increase in yield,
reduction in timelines of the reaction process, proportionate
reduction in cost of manufacturing and reduction in
power consumption. Resultantly Company has increased
yield of various products, decreased consumption of raw
materials, decreased consumption charge of solvent in
products, recovered few products from pollutants for its
various products.

The DCS system installed at Ankleshwar unit works with high
accuracy while providing quality processes and helping
to reduce resource usage & manpower intervention and
achieve high operational efficiency.

iii) In case of imported technology (imported during the last 3
years reckoned from the beginning of the financial year),
following information may be furnished:

During the FY 2024-25 Company has not imported any
technology and hence not applicable

(v) the expenditure incurred on Research and Development.
Expenditure incurred on Research and Development :

Particulars

2024-25

2023-24

Revenue Expenditure

132.60

64.89

Capital Expenditure

35.40

12.34

Foreign Exchange Earnings and Outgo:

Particulars

2024-25

2023-24

Foreign Exchange Outflows

2,488.99

1,360.63

Foreign Exchange Inflows

6,629.88

3,808.64

37. Disclosure in respect of scheme formulated
under section 67(3) of the Companies Act, 2013:

Company has not formulated any scheme in terms of Section 67(3)
of the Companies Act, 2013 for the benefit of employees.

38. Disclosures pursuant to section 197 (14) of the
Companies Act, 2013:

None of the Directors of the Company are in receipt of any
commission from any holding or subsidiary Company.

39. Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the

Companies (Management and administration) Rules, 2014 Annual

Return of the Company for the FY 2023-2024 has been placed at

website of the Company at https://acutaas.com/annual-return.html.

40. Awards and Recognitions:

The year gone by has been a remarkable year for the company.

Company was conferred with the following prestigious awards:

i. Your Company was assessed by the Ecovadis which
certified your company in the Gold category in the area
of environment & sustainability. Your company has now
received the Platinum accreditation by EcoVadis in
August 2025

ii. Your Company has been accredited with ISO 27001:2022
for information security management system applicable for
the operations of design & development, manufacture and
dispatch of pharmaceutical intermediates and fine chemicals
for bulk drugs, supported by the functions of it operations,
human resources (HR), administration, R&D, finance &
accounting, sales & marketing and warehouse.

iii. Your Company has been successfully evaluated and
conferred with the Social Assessment System Audit SA
8000:2014 certification underlying your company's
continuous efforts to promote fair and decent working
conditions our commitment to treating workforce fairly and
ethically while addressing issues like ethical labor practices,
health and safety and more.

iv. Your Company was awarded with a Gold Trophy on
the theme of " Employee as Catalyst: Driving Safety for
Sustainable Development" by Quality Circle Forum of India,
Surat Chapter.

v. Your Company has been conferred with Award from Sachin
Industrial Co-Op Society Ltd. for Company's Immense
contribution to the Trade & Industries and achieving
New Heights.

vi. Your Company has been conferred with the "Resilient Award"
by South Gujarat Chamber of Commerce and Industries
jointly with Gujarat Pollution Control Board for Outstanding
Contribution in the Category of Air Quality Management on
the occasion of the Environment Conclave 2025, CER Award
Ceremony in recognition of your company's excellence in
Corporate Environmental Responsibility.

vii. Your Company's Sachin Unit has received special recognition
from Confederation of Indian Industry as "CII National Best
Practices Award on Future Ready Manufacturing Unit 2025"
in the Large and Medium Enterprises category.

viii. Your Company continues to be member of the United
Nations Global Compact (UNGC) and signatory to the
Climate Neutral Now Initiative assuring our commitment
to minimizing climate-related risks and the environmental
impact of our operations.

41. Other Disclosures :

i. Statement of Deviation(s) or Variation(s)-

In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the terms of the objects
mentioned in the postal ballot notice dated April 12, 2024, in respect of Qualified Institutional Placement of 32,25,806 number of
equity shares of the Company.

Likewise there was no deviation or variation in connection with the terms of the objects mentioned in the postal ballot notice dated April
26, 2024 in respect of preferential issue of 7,99,193 number of equity shares of the Company.

The net proceeds of the QIP aggregating to Rs. 3884.30 million (net of issue expenses) was utilised in accordance with the objects
mentioned in the Notice dated April 12, 2024. As on March 31, 2025 the proceeds of the QIP issue was completely utilised as per the
objects stated in the Notice. The statement of utilisation of Issue proceeds as on March 31, 2025 is provided below:

Original Object

Modified Object,
if any

Original

Allocation as per Modified

Notice dated allocation, if any
April 12, 2024

Funds
Utilised till
March 31, 2025

Repayment/ pre-payment, in part or full, of
certain outstanding borrowings availed by the
Company

Not Applicable

2500.00 Not Applicable

2500.00

Funding of various capex of Company
including towards establishment of captive
solar power projects

Not Applicable

500.00 Not Applicable

500.00

General Corporate Purpose

Not Applicable

884.30 Not Applicable

884.30

Total

N.A.

3884.30

3884.30

The net proceeds of the Preferential Issue aggregating to Rs. 676.121 million was utilised during the FY 2024-25 in accordance with
the objects mentioned in the Notice dated April 26, 2024. Board of Directors vide resolution dated March 21, 2025 approved the
extension in timeline for the complete utilisation of the Preferential Issue proceed till FY 2025-26. As on March 31, 2025 the proceeds
of the preferential issue was utilised as per the objects stated in the Notice. The statement of utilisation of Issue proceeds as on March
31, 2025 is provided below:

Original Object

Modified Object,
if any

Original
Allocation as per
Notice dated
April 26, 2024

Modified
allocation, if any

Funds Utilised till
March 31, 2025

Capital Expenditure required for electrolytes
additives/or allied business of the Company
and/or its subsidiaries

Not Applicable

770.000

Not Applicable

455.122

General Corporate Purpose

Not Applicable

220.999

Not Applicable

220.999

Total

990.999

676.121

ii. Significant and Material Order passed by
the Regulators/ Courts:

No significant and material order was passed by any of the
Regulators or courts or tribunals in respect of any litigation
involving the Company or impacting the going concern
status and company's operations in future during the previous
financial year 2024-25.

iii. Disclosure under the Insolvency and
Bankruptcy Code, 2016:

During the year under review, No application has been
made or any proceeding is pending under the Insolvency
and Bankruptcy Code, 2016 during the year.

iv. Disclosure on one-time settlement with
Banks or Financial Institutions:

During the year under review, no one-time settlement was
done with Banks and Financial Institutions and as such there
was no difference between amount of the valuation done at
the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions.

v. Statement on Maternity Benefit
Compliance:

Your company confirms that it has complied / continues
to comply with the provisions of the Maternity Benefit Act,
1961 to provide for maternity and other specified benefits
to its women workforce which aims to support working
women and promote gender equality and a family-friendly
work culture.

42. Human Resources:

Board acknowledges the impeccable contribution of all
employees, at all levels of hierarchy, whether at lower, junior, mid
or senior levels. Each and every employee of the company is an
important factor and contributor to the growth and success story
of organization. During the period under review, the personal
and industrial relations with the employees remained cordial in all
respects. The management has carried out systematic appraisal
of performance and imparted trainings at periodic intervals. The
Company recognizes talent and has judiciously followed the
principle of rewarding performance.

As on the closure of the Financial year on March 31, 2025 the
total number of employees on roll of the company was 879 which
included 841 male and 38 females and nil transgenders.

During the year Company successfully completed the Social
Assessment System Audit SA 8000:2014 and received the
certification for its Sachin & Jhagadia units, R&D & warehouse.
HR team conducted several workshops, safety related trainings,
policies refresher trainings, health and wellness camps, POSH,
ESG & sustainability trainings to the employees. Company
continues to provide free meals to all the employees and workers
including permanent and contractual workers at all the three units
of Company. During the year several cultural activities, yoga
trainings, sports tournaments, blood donation camps, health &
well being sessions from industry experts, for the employees were
successfully organized to keep up the employees skills, knowledge
motivation and zeal.

43. Cautionary Statement

Statements in this Directors' Report and Management Discussion
and Analysis Report describing the Company's objectives,
projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that
could make difference to the Company's operations include raw
material availability and its prices, cyclical demand and pricing
in the Company's principal markets, changes in Government
regulations, Tax regimes, economic developments within India
and the countries in which the Company conducts business and
other ancillary factors.

44. Acknowledgment:

The Board takes this opportunity in expressing their gratitude and
appreciation to the various Government Authorities, Company's
Stakeholders', bankers, business associates, consultants for
their continued support extended to the Company. The Board
also acknowledges the continuous support received from its
shareholders, stakeholders valued customers, suppliers, and
employees of the Company.

On behalf of the Board of Directors
For
Acutaas Chemicals Limited

(Formerly known as Ami Organics Limited)

Sd/-

Nareshkumar R. Patel

Date: August 29, 2025 Chairman & Managing Director

Place: Surat DIN: 00906232


 
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