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
|