Your Directors have pleasure in presenting the Forty-sixth Annual Report together with Audited Accounts of the Company for the Financial Year ended 31st March, 2026.
FINANCIAL RESULTS
The summarized financial results for the year are as under:
(' in lakhs)
|
Sr.
|
Particulars
|
Standalone
|
Consolidated
|
|
No.
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
1
|
Total Revenue (including Other Operating Revenues)
|
1,96,367
|
1,95,068
|
11,50,603
|
10,27,442
|
|
2
|
Profit before tax
|
32,635
|
51,886
|
1,01,032
|
1,18,929
|
|
3
|
Less:
|
|
|
|
|
|
a) Current Tax (Net)
|
5,266
|
10,084
|
30,411
|
35,270
|
|
b) Deferred Tax
|
445
|
502
|
(1,347)
|
(6,819)
|
|
c) Tax in respect of earlier years
|
-
|
-
|
(1,908)
|
(3,989)
|
|
4
|
Net Profit after tax (2 - 3)
|
26,924
|
41,300
|
73,876
|
94,467
|
|
5
|
Net profit attributable to:
|
|
|
|
|
|
a) Owners of the Company
|
26,924
|
41,300
|
73,725
|
93,359
|
|
b) Non-controlling interest
|
NA
|
NA
|
151
|
1,108
|
|
6
|
Other comprehensive income for the year:
|
|
|
|
|
|
a) Owners of the Company
|
3,471
|
206
|
4,506
|
(7,588)
|
|
b) Non-controlling interest
|
NA
|
NA
|
(104)
|
(16)
|
|
7
|
Total Comprehensive Income for the year
|
|
|
|
|
|
a) Owners of the Company
|
30,395
|
41,506
|
78,231
|
85,771
|
|
b) Non-controlling interest
|
NA
|
NA
|
47
|
1,092
|
|
8
|
Add: Surplus brought forward
|
2,15,987
|
1,85,417
|
4,89,134
|
4,12,071
|
|
9
|
Amount available for Appropriations (5a 8)
|
2,42,911
|
2,26,717
|
5,62,859
|
5,05,430
|
|
10
|
Appropriations:
|
|
|
|
|
|
a) Effect of transaction with non-controlling interest
|
-
|
-
|
(4,513)
|
(5,566)
|
|
b) Dividend on Equity Shares (Net)
|
(12,624)
|
(10,730)
|
(12,624)
|
(10,730)
|
|
c) Dividend paid to non-controlling interest
|
-
|
-
|
(299)
|
-
|
|
11
|
Surplus carried to Balance Sheet (9 10)
|
2,30,287
|
2,15,987
|
5,45,423
|
4,89,134
|
STATE OF AFFAIRS OF THE COMPANY
Your Company on a standalone basis has achieved a total revenue of ' 1,964 Crores (including ' 195 Crores from trading operations) during the year under review as against ' 1,951 Crores (including ' 139 Crores from trading operations) in the previous year. Profit Before Tax (PBT) for the year under review was ' 326 Crores as against ' 519 Crores in the
previous year. Net Profit for the year was recorded at ' 269 Crores as against ' 413 Crores in the previous year.
On a consolidated basis, the Company has achieved a total revenue of ' 11,506 Crores during the year under review as against '10,274 Crores in the previous year. Profit Before Tax (PBT) for the year under review was ' 1,010 Crores as against ' 1,189 Crores in the previous year. Net Profit for the year
was recorded at ' 739 Crores as against ' 945 Crores in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MDA), which forms part of this Report, inter alia, deals adequately with the operations and also current and future outlook of the Company on a consolidated basis.
DIVIDEND
Considering the performance of the Company, the Board of Directors of the Company recommends a dividend @ 100%
i.e. ' 10/- (Ten Rupees) per Equity Share (Previous year ' 10 per Equity Share) of ' 10 each of the Company for the year ended 31st March, 2026.
The proposed dividend is in line with the 'Dividend Distribution Policy' adopted by the Board at its meeting held on 30th June, 2017. The Policy is available on the Company's website: DividendDistributionPolicyDFPCL30June2017.pdf.
TRANSFER TO RESERVE
The closing balance of retained earnings of the Company for Financial Year 2025-26 after all appropriations and adjustments was ' 2,30,287 Lakhs. During the year, the Company has not transferred any amount to general reserve.
SHARE CAPITAL
During the year under review, the Company has neither issued any equity shares of the Company, nor, shares with differential voting rights or sweat equity shares or any stock options.
The paid-up equity share capital of the Company as on 31st March, 2026 was ' 126.24 Crores.
CHANGES IN THE BOARD OF DIRECTORS Appointment
Appointment of Independent Woman Director
During the year under review, the Board of Directors, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Dr. Purvi Mehta Bhatt (DIN: 01596457) as an Additional Director in the Capacity of Independent Woman Director of the Company for a first term of 3 (three) consecutive years with effect from 1st January, 2026 as per the applicable provisions of the Companies Act, 2013 ("the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), subject to the approval of shareholders.
Further, the shareholders of the Company through Postal Ballot have provided approval for the appointment of Dr. Purvi Mehta Bhatt. The results of Postal Ballot have been intimated to the Stock Exchanges on 31st January, 2026. All the relevant details of the Postal Ballot have been provided in the General Shareholder Information, which is part of this Annual Report.
Appointment of Non-Executive Non-Independent Director
The Board of Directors at its meeting held on 28th May 2026, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mr. Yeshil Sailesh Mehta (DIN: 07866312) as an Additional Director in the Capacity of Non-Executive Non-Independent Director of the Company, liable to retire by rotation, with effect from 1st July, 2026 as per the applicable provisions of the Act and the Listing Regulations, subject to the approval of shareholders.
Further, the requisite approval of the shareholders is being sought at the ensuing Annual General Meeting for the appointment of Mr. Yeshil Sailesh Mehta as Director of the Company.
Re-appointment
Re-appointment of Independent Director
During the year under review, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Sujal Anil Shah, Mr. Sanjay Gupta, Mr. Sitaram Kunte and Mr. Terje Bakken as Independent Directors of the Company for a second term of five consecutive years from their respective effective dates, as set out below, pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), subject to the approval of the shareholders:
|
Name of Director
|
Effective Date of Second Term
|
|
Mr. Sujal Anil Shah
|
30th June, 2025
|
|
Mr. Sanjay Gupta
|
2nd February, 2026
|
|
Mr. Sitaram Kunte
|
2nd February, 2026
|
|
Mr. Terje Bakken
|
20th February, 2026
|
Further, the shareholders of the Company through Postal Ballot have provided approval for the re-appointment of Mr. Sujal Anil Shah, Mr. Sanjay Gupta, Mr. Sitaram Kunte and Mr. Terje Bakken. The results of Postal Ballot have been intimated to the Stock Exchanges on 28th June, 2025 for the re-appointment of Mr. Sujal Anil Shah and on 31st January,
2026 for the re-appointment of Mr. Sanjay Gupta, Mr. Sitaram Kunte and Mr. Terje Bakken. All the relevant details of the Postal Ballot have been provided in the General Shareholder Information, which is part of this Annual Report.
Cessation
The shareholders of the Company at their Annual General Meeting held on 26th August, 2021 had approved the appointment of Smt. Varsha Purandare (DIN: 05288076) as an Independent Woman Director of the Company for the first term of 3 consecutive years commencing from 31st January, 2021 and ending on 30th January, 2024.
Further, she was re-appointed for a second consecutive term of two years commencing from 31st January, 2024 and ending on 30th January, 2026.
Subsequently, on the completion of second term of 2 (two) consecutive years on 30th January 2026, Smt. Varsha Purandare has ceased to be an Independent Director of the Company.
The Board places on record its sincere appreciation to the valuable guidance provided by Smt. Purandare during her tenure as an Independent Director of the Company.
Re-appointment - retiring by rotation
Mr. Madhumilan Parshuram Shinde (DIN: 06533004) retires by rotation at the ensuing Annual General Meeting pursuant to provisions of Section 152 of the Act and rules made thereunder and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the Directors. During the year under review, six board meetings were held. These meetings were held on 22nd May, 2025, 10th June, 2025, 29th July, 2025, 5th November, 2025, 29th January, 2026 and 26th March, 2026.
CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, there were no changes in Key Managerial Personnel.
APPOINTMENT OF MR. SAILESH C. MEHTA, CHAIRMAN AND MANAGING DIRECTOR (“CMD”) OF THE COMPANY AS CMD OF DEEPAK MINING SOLUTIONS LIMITED, WHOLLY-OWNED SUBSIDIARY OF THE COMPANY
In view of the strategic growth initiatives and expanding operations of Deepak Mining Solutions Limited (DMSL), including the development of new TAN facilities, strategic
acquisitions and implementation of its transformative growth strategy, Mr. Sailesh C. Mehta relinquished his executive role as Managing Director of Mahadhan AgriTech Limited (MAL) upon completion of his tenure on 31st May, 2026 and appointed as the Chairman and Managing Director of DMSL for a period of five years with effect from 1st June, 2026, in accordance with the provisions of the Act.
Mr. Mehta will continue to serve as the Chairman and NonExecutive Director of MAL.
A STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
During the year under review, Dr. Purvi Mehta Bhatt was appointed as an Independent Woman Director of the Company, and Mr. Sujal Anil Shah, Mr. Sanjay Gupta, Mr. Sitaram Kunte, and Mr. Terje Bakken were re-appointed as Independent Directors of the Company.
The Board is of the opinion that Mr. Sujal Anil Shah, Dr. Purvi Mehta Bhatt, Mr. Sanjay Gupta, Mr. Sitaram Kunte and Mr. Terje Bakken are persons of high integrity and reputation and have the requisite expertise and experience including the proficiency.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY AUTHORITIES
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
INDIAN ACCOUNTING STANDARDS, 2015
The annexed financial statements for the Financial Year 2025-26 and corresponding figures for 2024-25 comply in all material aspects with Indian Accounting Standards notified under section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, and prepared in compliance with the Act, applicable Accounting Standards and the Listing Regulations form part of this Annual Report.
A separate statement containing the salient features of Company's subsidiaries, associates and joint venture in the form AOC-1 is annexed separately and forms part of this Annual Report.
LONG-TERM REGASIFICATION AGREEMENT WITH PETRONET LNG
During the year under review, the Company and its step-down subsidiary, Performance Chemiserve Limited, entered into a five-year LNG regasification agreement with Petronet LNG Limited. The arrangement completes the last-mile infrastructure for the Company's long-term LNG sourcing strategy and is expected to strengthen its integrated Gas-to-Ammonia-to-Chemicals value chain, ensuring enhanced feedstock security and supporting future growth across its fertiliser, industrial chemicals and mining chemicals businesses.
NOVATION OF LONG-TERM AGREEMENT FOR SUPPLY OF LIQUEFIED NATURAL GAS (LNG) ENTERED WITH EQUINOR TO DEEPAK GLOBALCHEM PTE. LTD.
Your Company entered into Novation Agreement on 25th March, 2026 with Equinor ASA ("Equinor") and Deepak Globalchem PTE. LTD. ("DGPL"), a Singapore based wholly-owned subsidiary of the Company, to novate the long-term supply agreement dated 19th February, 2024 for Liquefied Natural Gas (LNG) entered between the Company and Equinor, to DGPL.
The novated LNG supply arrangement provides for annual supplies of LNG up to 0.65 million tonnes for a period of 15 years commencing from 2026, on the same commercial terms as the original agreement.
CLOSURE AND DISMANTLING OF METHANOL PLANT
The Board approved permanent closure and dismantling of the 300 TPD Methanol Plant situated at K1 Unit. The plant had remained non-operational since August 2021 and was no longer economically viable. The closure is expected to facilitate optimum utilisation of available land and resources for future brownfield growth opportunities while contributing to improved environmental sustainability.
INVESTMENT IN RENEWABLE ENERGY
During the year, the Company entered into arrangements for investments in solar, wind and hybrid renewable energy projects under the captive consumption model. These investments are expected to provide long-term access to clean energy, improve energy cost efficiency and support the Company's sustainability objectives.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and based on the guidance and insights from the Auditors and pursuant to the provisions of sub-section (5) of Section 134 of the Act, your Directors confirm that:
i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. the accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 31st March, 2026 and of the profit and loss of the Company for that period;
iii. proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts are prepared on a going concern basis;
v. internal financial controls, to be followed by the Company are duly laid down and these controls are adequate and were operating effectively; and
vi. systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT
During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Act.
STATUTORY AUDITORS AND THEIR REPORT
The Shareholders of the Company at the Forty-First Annual General Meeting held on 26th August, 2021 had accorded their approval pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Act and Rules made thereunder to appoint, M/s. P G BHAGWAT LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of Forty-first Annual General Meeting until the conclusion of Forty-sixth Annual General Meeting.
The Auditors' Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
Further, the Board of Directors of the Company at its meeting held on 28th May, 2026, based on the recommendation of the Audit Committee and subject to the approval of Shareholders
of the Company, approved the re-appointment of M/s. P G BHAGWAT LLP, Chartered Accountants, (Firm Registration Number: 101118W/ W100682) as the Statutory Auditors of the Company for a second term of five consecutive years to hold office from the conclusion of the 46th Annual General Meeting until the conclusion of 51st Annual General Meeting of the Company to be held in the calendar year 2031. The above proposal is being placed before the approval of shareholders at the ensuing Annual General Meeting of the Company.
The Company has received the requisite consent and confirmation from M/s. P G BHAGWAT LLP, Chartered Accountants, pursuant to Section 139 of the Act and Rules thereof, including amendments thereunder.
SECRETARIAL AUDITORS & SECRETARIAL STANDARDS
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. GDR & Partners LLP, Company Secretaries were appointed as Secretarial Auditors of the Company at 45th Annual General Meeting held on 9th September, 2025 for conducting Secretarial Audit of the Company for a period of 5 years w.e.f. Financial Year 2025-26 to Financial Year 2029-30.
The Secretarial Auditors, have issued Secretarial Audit Report (Form MR-3) for the Financial Year 2025-26 pursuant to Section 204 of the Act and pursuant to Regulation 24A of the Listing Regulations which is annexed to Directors' Report (Refer Annexure-1). The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act.
Pursuant to Regulation 24A of the Listing Regulations, M/s. Jog Limaye & Associates, Practising Company Secretary, the Secretarial Auditors of Mahadhan AgriTech Limited and Performance Chemiserve Limited and Mr. Ashish Garg, Practising Company Secretary, the Secretarial Auditor of Deepak Mining Solutions Limited, material subsidiaries, have issued Secretarial Audit Report (Form MR-3) for the Financial Year 2025-26. The said reports thereon are annexed as Annexure 8, 9 and 10 to the Board's Report.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.
COST RECORDS AND COST AUDITORS
In accordance with the provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, the Company is required to maintain respective cost records and accordingly, such accounts and records were made and maintained.
The Cost Audit Report for the Financial Year ended 31st March, 2025 was duly filed with the Central Government (Ministry of Corporate Affairs) on 16th October, 2025.
The Shareholders of the Company at the Forty-fifth Annual General Meeting held on 9th September, 2025 have ratified the remuneration of ' 2.50 lakhs plus GST as applicable and reimbursement of travel and out-of-pocket expenses payable to M/s. Harshad S. Deshpande & Associates, Cost Accountants, the Cost Auditors of the Company for the Financial Year 2025-26.
The Board, based on the recommendation of the Audit Committee, has appointed M/s. Harshad S. Deshpande & Associates, Cost Accountants as Cost Auditors for the financial year 2026-27. The remuneration of ' 2.5 lakhs plus GST as applicable and reimbursement of travel and out-ofpocket expenses incurred in connection with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to ratification by the Members of the Company at the ensuing Annual General Meeting.
INTERNAL AUDITORS
The Board, on the recommendation of the Audit Committee, has re-appointed Ernst & Young LLP as the Internal Auditors of the Company for the Financial Year 2026-27 who are the Internal Auditors of the Company since Financial Year 2016-17.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of investments made, loans advanced and guarantees given by the Company are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the Company during the period under review with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.
All related party transactions entered during the financial year 2025-26 were in the ordinary course of business, at arm's length and not material under the Act and the Listing Regulations. None of the transactions required members' prior approval under the Act or the Listing Regulations.
Details of transactions with related parties during financial year 2025-26 are provided in the notes to the financial statements. There were no transaction requiring disclosure under Section 134(3)(h) of the Act. Hence, Form AOC-2 does not form a part of this Report.
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transaction and on Dealing with Related Party Transactions which is also available on the Company's website at https://www.dfpcl.com/company-policies.
CORPORATE GOVERNANCE
Pursuant to provisions of the Listing Regulations, a separate section titled 'Corporate Governance' is attached to this Annual Report.
Further, a certificate from the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as required under Schedule V of the Listing Regulations also forms part of this report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Report on the performance and financial position of subsidiaries, associates and joint venture company in Form AOC-1 is annexed to Board's Report (Refer Annexure-2).
ADDITIONAL INVESTMENT IN MAHADHAN AGRITECH LIMITED (MAL)
During the year, the Company further strengthened the capital base of its wholly owned material subsidiary, Mahadhan AgriTech Limited (MAL), by subscribing to 20,20,202 equity shares on a rights basis at a total consideration of '400 Crore to support MALs business operations and strengthen its balance sheet.
ENHANCEMENT OF STAKE IN PLATINUM BLASTING SERVICES PTY LTD
Deepak Mining Solutions Limited (DMSL), the wholly owned subsidiary of the Company has enhanced its shareholding in its Australian Subsidiary and Step Down Subsidiary of the Company, Platinum Blasting Services Pty Limited (PBSPL), from 85% to 100% by buying shares from other existing shareholders of PBSPL for an aggregate consideration of 10,699,325 AUD
equivalent to INR 62,80,23,629/- (Rupees Sixty Two Crores, Eighty Lakhs, Twenty Three Thousand Six Hundred and Twenty Nine Only) based on valuation guidance report from one of the Big Four accounting firms in Australia.
This acquisition reinforces the Company's international presence in the mining solutions business and supports its long-term growth strategy in high-value mining services.
ACQUISITION OF CHARDHAM CHEMICALS PRIVATE LIMITED
During the year, Deepak Mining Solutions Limited (DMSL), a wholly owned subsidiary of the Company, entered into an agreement to acquire 100% equity stake in Chardham Chemicals Private Limited, an explosives manufacturing company. The acquisition was subsequently completed on 6 th May, 2026. The acquisition is expected to strengthen DMSL's explosives portfolio, enhance its integrated mining solutions offering, and support the growth of its export business and international mining services operations.
INVESTMENT IN AIF BY MAHADHAN AGRITECH LIMITED
During the year, Mahadhan AgriTech Limited (MAL), a wholly owned subsidiary of the Company, approved an investment of up to '75 crore, in one or more tranches, in a SEBI-registered Category II Alternative Investment Fund. The investment is aligned with MAL's strategic objective of strengthening its agri-tech ecosystem by gaining access to innovative agriculture-focused business models and growth opportunities, while maintaining a prudent risk profile. The initiative is expected to create both strategic and financial value for MAL over the long term.
AWARDS AND ACCOLADES
Please refer to section "Winning Recognition” in this Annual Report for details of the awards received by the Company during the year under review.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company has constituted a Nomination and Remuneration Committee and also approved the Nomination and Remuneration Policy which inter- alia contains appointment criteria, qualifications, positive attributes and independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company.
A copy of the Nomination and Remuneration Policy is enclosed as Annexure 3 and is also available on the website of the Company at https://www.dfpcl.com/company-policies.
RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted a Risk Management Committee to assess risks in the operations of business units of the Company, to mitigate and minimize risks assessed in the operations of business units, periodic monitoring of risks in the operations of business units, to look after cyber security and other matters delegated to the Committee by Board of Directors of the Company from time to time.
Information on the development and implementation of Risk Management Policy of the Company including identification therein of elements of risk which, in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report and Management Discussion and Analysis.
During the year under review, there were no material cyber security incidents or breaches which had a material impact on the operations or financial position of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Company as a responsible Corporate Citizen, is engaged in concerted CSR initiatives through Ishanya Foundation, as Implementing Agency for CSR activities.
The details of the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure forming part of this report (Refer Annexure-4).
The Board of Directors of the Company has approved a comprehensive CSR Policy as per the amended provisions of the Act. The CSR policy as also the CSR Projects as approved by the Board of Directors are available on the website of the Company at the following links: https://www.dfpcl.com/ uploads/2021/05/CSR-Policy DFPCL.pdf and https://www. dfpcl.com/social-responsibility/.
The details of composition of Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report.
AUDIT COMMITTEE
The Board has constituted an Audit Committee in accordance with the provisions of the Act and Listing Regulations. The Committee discharges the roles, responsibilities and functions prescribed under the Act, the Listing Regulations and such other matters as may be entrusted to it by the Board from time to time. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.
Further, pursuant to the National Financial Reporting Authority (NFRA) Circular dated 7th January, 2026, the Board, at its meeting held on 28th May, 2026, based on the recommendation of the Audit Committee and in consultation with the Statutory Auditors, approved a framework to facilitate effective two-way communication between Those Charged with Governance (TCWG) and the Statutory Auditors.
Details regarding the composition of the Audit Committee and other relevant information are provided in the Corporate Governance Report forming part of this Annual Report.
ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.dfpcl.com/investors/ annual-return/.
PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES
Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and Individual Directors is given in the Corporate Governance Report.
INDEPENDENCE OF DIRECTORS
All the Independent Directors of the Company have given declaration that they meet the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and the Listing Regulations and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Board of Directors have taken on record the declaration and confirmation received from the Independent Directors and verified the veracity of such disclosures.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company follows the practice of conducting familiarisation programme of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest -standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy
under which the Directors, employees and 'Other Persons' as defined in the Whistle Blower Policy, are free to report violations of the applicable laws and regulations and the Code of Conduct. Further, as per the provisions of Regulation 18 (3) of the Listing Regulations read with Part C of Schedule II to the Listing Regulations, the Audit Committee on a half yearly basis reviewed the functioning of whistle blower mechanism of the Company and found the same satisfactory.
A copy of the Whistle Blower Policy is available on the website of the Company at https://www.dfpcl.com/company-policies.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company's internal financial control systems are commensurate with the nature, size and complexity of the businesses and operations. These are periodically tested and certified by Statutory as well as Internal Auditors and a firm of Independent Chartered Accountants. Significant audit observations and the follow-up actions are reported to the Audit Committee.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to the provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection. Members interested in obtaining a copy of the same may write to the Company Secretary at investorgrievance@dfpcl.com and the same will be furnished on request. Hence, the Annual Report is being sent to all the Members of the Company excluding the aforesaid information.
The details of remuneration drawn by Mr. Sailesh C. Mehta, Chairman and Managing Director from the Company is provided in the Corporate Governance Report.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
The Company has incorporated a wholly-owned subsidiary in Singapore viz "Deepak Globalchem Pte. Ltd.” on 23rd April, 2025.
FIXED DEPOSITS
Your Company has not accepted any deposits, covered under Chapter V of the Act and hence no details pursuant to Rule 8 (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014 are reported.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has a policy on Prevention of Sexual Harassment at Workplace and the same has been uploaded on the internal portal of the Company for information of all employees.
Pursuant to Section 22 of POSH Act read with the rules framed thereunder, the details of complaints received and disposed of during the financial year 2025-26 are as under:
• Number of complaints of sexual harassment received in the year - Nil
• Number of Complaints disposed off during the year -Nil
• Number of cases pending for more than ninety days -Nil
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to Board's Report (Refer Annexure - 5).
COMPOUNDING ORDER
During the year under review, the Regional Director, Western Region, Ministry of Corporate Affairs, compounded an alleged technical non-compliance relating to certain disclosures under Section 129 of the Companies Act, 2013 pertaining to the financial years 2017-18 to 2021-22. The prescribed compounding fees was paid by the concerned applicants and the compounding proceedings stand disposed off. The authority did not require any corrective action and noted the matter as an unintentional technical non-compliance.
PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34(2) of the Listing Regulations as amended, inter alia, provides that the annual report of the top 1,000 listed entities based on market capitalisation (calculated as on 31st March of every financial year), shall include a Business Responsibility And Sustainability Report.
As the Company is one of the top 1,000 listed entities, the Company has presented its Business Responsibility And Sustainability Report (BRS) for the financial year 2025-26, which is part of this Annual Report.
The Company has obtained assurance on applicable Business Responsibility and Sustainability Report disclosures, wherever required under the Listing Regulations.
As a green initiative, the BRS Report has been hosted on the Company's website and can be accessed at https://www. dfpcl.com/uploads/2026/08/Business-Responsibility-and-Sustainability-Report-2025-26.pdf.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLE EMPLOYED
The overall industrial relations in the Company were cordial. The manpower employed is around 1,205 employees.
ONE TIME SETTLEMENT WITH BANKS AND FINANCIAL INSTITUTIONS
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of 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 along with the reasons thereof is not applicable.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to the Company's bankers, customers, vendors, investors and all other stakeholders for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and committed contribution made by employees at all levels who, through their competence and hard work, have enabled your Company to achieve good performance amidst challenging times and look forward to their support in the future as well.
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