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You can view full text of the latest Director's Report for the company.

BSE: 514183ISIN: INE761G01016INDUSTRY: Chemicals - Speciality

BSE   ` 115.80   Open: 113.15   Today's Range 110.80
116.00
+2.65 (+ 2.29 %) Prev Close: 113.15 52 Week Range 61.00
137.95
Year End :2026-03 

The Directors' are pleased to present herewith the 36th Annual Report of the Black Rose Industries Limited ('the Company') along with
the Audited Financial Statements for the financial year ('FY') ended 31st March, 2026.

1. FINANCIAL RESULTS - EXTRACT

The Company's standalone and consolidated performance during the financial year ended 31st March, 2026, as compared to the
previous financial year is summarised below:

Particulars

Consolidated

Standalone

Year ended

Year ended

31st March,
2026

31st March,
2025

31st March,
2026

31st March,
2025

Revenue from Operations and Other Income

32,585.22

39,471.45

32,583.83

34,631.71

Earnings Before Interest Depreciation Tax
Amortisation and Exceptional Items (EBIDTAE)

3,536.32

3,273.69

3,543.29

3,835.91

Less: Exceptional Items

0.00

25.36

0.00

25.36

Earnings Before Interest Depreciation Tax and
Amortisation (EBIDTA)

3,536.32

3,248.33

3,543.29

3,810.55

Less: Finance Cost

145.97

100.12

145.75

97.85

Profit Before Depreciation and Tax (PBDT)

3,390.35

3,148.21

3,397.54

3,712.7

Less: Depreciation

386.81

314.52

386.81

314.52

Profit Before Tax

3,003.54

2,833.69

3,010.73

3,398.18

Less: Provision for Tax

761.12

739.22

761.12

739.22

Profit After Tax

2,242.42

2,094.47

2,249.61

2,658.96

Total Comprehensive Income

2,244.15

2,130.46

2,249.65

2,659.33

2. NATURE OF BUSINESS

Black Rose Industries Limited is engaged in the
manufacturing and distribution of specialty and
performance chemicals. The Company has built a resilient
business model that combines a strong distribution
platform with a growing portfolio of specialty chemical
manufacturing activities.

The Manufacturing Division currently produces
Acrylamide Liquid, Acrylamide Solid and N-Methylol
Acrylamide (NMA). The Company has successfully
developed and commercialised indigenous technology
for Acrylamide Solid and N-Methylol Acrylamide,
strengthening its presence in value-added downstream
products.

During the year, the Company continued to strengthen
both its manufacturing and distribution businesses by
expanding its product portfolio, broadening its customer
base, deepening relationships with global principals and
developing new market opportunities.

Development of Polyacrylamide Solid progressed to the
pilot stage, representing a significant milestone in the
Company's growth journey.

The distribution division continued to serve customers
across diverse industries through the marketing and
distribution of specialty chemicals sourced from leading
international manufacturers and through merchant
exports to select overseas markets.

There was no change in the nature of business of the
Company during the financial year ended 31st March,
2026.

3. PERFORMANCE REVIEW

During 2025-26, the Company continued to make
progress in line with its strategy of sustainable growth,
operational excellence and long-term value creation. The
year was marked by continued strengthening of customer
relationships, enhancement of technical capabilities,
progress in product development and advancement of
strategic growth initiatives.

The Company successfully navigated a challenging
business environment characterised by geopolitical
uncertainties, logistics disruptions and fluctuating
demand patterns. Its balanced business model, prudent
inventory management and diversified sourcing strategy

enabled it to maintain business continuity and customer
service standards.

Management remained focused on strengthening the
Company's overall business platform through investments
in research and development, product innovation,
technical capabilities and evaluation of new business
opportunities.

The Company also continued to align its product portfolio
with long-term strategic priorities by increasing its focus
on opportunities within the acrylamide value chain and
other specialty chemical segments offering sustainable
growth potential.

4. SHARE CAPITAL

The total Paid-up Share Capital as on 31st March, 2026 was
? 5,10,00,000/- comprising of 5,10,00,000 Equity Shares of
? 1/- each.

5. DIVIDEND

The Company has continued its commitment to
delivering value to shareholders through consistent
dividend payouts. Considering the Company's performance
during the financial year 2025-26, the Board of Directors,
at its meeting held on 13th May, 2026, recommended
a final dividend of ? 1.25 per equity share of face value
? 1 each (125%) for the financial year ended 31st March,
2026. The proposed dividend is subject to the approval of
the shareholders at the ensuing Annual General Meeting
("AGM").

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") is uploaded on the Company's
website at
www.blackrosechemicals.com.

6. TRANSFER TO RESERVES

The Directors have not proposed to transfer any amount
to the general reserve and have decided to transfer
? 2,249.65 Lakhs to retained earnings for the financial year
2025-26. The closing balance of retained earnings of the
Company as of 31st March, 2026, after all appropriation
and adjustments, was ? 15,680.92 Lakhs.

7. CREDIT RATING

The ratings given by CRISIL for short-term borrowings
and long-term borrowings of the Company during the
financial year are CRISIL A2 (Reaffirmed) and CRISlL BBB /
Stable (Reaffirmed) respectively. There was no revision in
the said ratings thereafter.

8. BUSINESS SCENARIO

The Indian chemical industry continues to benefit from
increasing domestic consumption, industrial growth,

import substitution opportunities and global supply-
chain diversification.

Geopolitical developments, including tensions in the
Middle East, created uncertainty in global logistics and
energy markets during the year. However, the impact
on the Company's operations remained minimal due to
proactive planning, diversified sourcing arrangements and
effective supply chain management. This demonstrates
the resilience of the Company's business model and
operating capabilities.

Supported by its diversified product portfolio, broad
customer base and strong principal relationships, the
Company remained well positioned to navigate market
challenges while pursuing growth opportunities in both
existing and new markets.

The business scenario is discussed in more detail in the
Management Discussion and Analysis Report.

9. ENVIRONMENTAL COMPLIANCE AND SUSTAINABILITY

During the year, the Company faced certain environmental
compliance-related developments at its manufacturing
facility. While these events did not result in any material
business loss or long-term operational impact, they served
as an important learning opportunity.

The Company undertook a comprehensive review of
its environmental management systems, compliance
processes and monitoring mechanisms. Based on the
learnings from this experience, several measures were
implemented to strengthen governance, improve
oversight and enhance compliance controls.

The Board believes that these actions have strengthened
internal systems, reinforced a culture of accountability
and further enhanced the Company's commitment to
responsible and sustainable operations.

10. ACRYLAMIDE PLANT AT JHAGADIA, GUJARAT

The Acrylamide business continued to be the cornerstone
of the Company's manufacturing operations during 2025¬
26. Supported by a growing customer base, development
of new applications and sustained market demand,
the Company maintained satisfactory utilisation levels
and strengthened its presence in domestic and export
markets.

The Acrylamide Solid business continued to gain market
acceptance and remains a strategically important product
for the Company. Its differentiated position, supported
by proprietary technology and manufacturing capability,
provides significant opportunities for future growth.

The Company remains focused on improving operational
efficiencies, expanding applications and strengthening
customer relationships across the acrylamide product
portfolio.

A detailed explanation of the Acrylamide plant operations
can be found in the Management Discussion and Analysis
Report.

11. N-METHYLOL ACRYLAMIDE (NMA) PLANT AT JHAGADIA,
GUJARAT

The N-Methylol Acrylamide business continued to perform
satisfactorily during 2025-26. Supported by consistent
product quality, reliable supply and strong customer
engagement, the Company maintained its strong position
in the domestic market.

The Company continues to explore opportunities for
expanding market penetration, increasing exports and
developing new applications. Management believes
that NMA will remain an important contributor to the
Company's specialty chemicals portfolio and future
growth strategy.

An in-depth explanation about the N-Methylol Acrylamide
plant operations is given in the Management Discussion
and Analysis Report.

12. SUBSIDIARY - B.R. CHEMICALS CO., LTD., JAPAN

The Company has one subsidiary as on 31st March, 2026.
There are no associate or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013
("Act").

During the financial year turnover of the Company's wholly
owned subsidiary was ? 0 (Nil). As in the previous financial
year, the Board of Directors of the subsidiary, at its meeting
held on 30th January, 2025, approved the closure of its
business operations, due to its minimal profit margins,
high operational costs, and successful achievement of the
main object of establishing relationships with suppliers/
principals in Japan.

The financial position of the Company's subsidiary B.R.
Chemicals Co., Ltd. for the year ended 31st March, 2026 is
attached to the financial statements hereto.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company's subsidiary in Form No. AOC-
1 is attached to the financial statements of the Company.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the
financial position of the Company which have occurred
between the end of the financial year to which the
financial statements relate and the date of this report,
other than capital commitments amounting to ?140.68
Lakhs incurred during the year.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment

During the financial year under review, based on the
recommendation of the Nomination and Remuneration
Committee and with the approval of the Board of
Directors at its meeting held on 11th November, 2025,
Mr. Mayur Desai was appointed as an Additional Director
(Non-Executive Independent Director) of the Company.
Subsequently, the Members of the Company approved his
appointment as an Independent Director through a Postal
Ballot on 15th January, 2026.

Mr. Ankit Kumar Jain, Company Secretary & Compliance
Officer of the Company, resigned from his position with
effect from 31st December, 2025. The Board places on
record its appreciation for the valuable services rendered
by him during his tenure with the Company.

Subsequent to the close of the financial year, the Board of
Directors, at its meeting held on 13th May, 2026, appointed
Ms. Darshana Sawant as the Company Secretary &
Compliance Officer of the Company, and Mr. Ambarish
Daga stepped down from the position of Joint Chief
Financial Officer with effect from the same date.

Further, the Board of Directors, at its meeting held on
13th May, 2026, on the recommendation of the Nomination
and Remuneration Committee, recommended the re¬
appointment of Mr. Ambarish Daga and Mrs. Shruti Jatia
as Whole-time Directors of the Company, subject to the
approval of the shareholders through Postal Ballot.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Anup Jatia
(DIN: 00351425), Non- Executive Director of the Company,
is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for
re-appointment. The disclosures required pursuant to
Regulation 36 of the SEBI Listing Regulations and the
Secretarial Standard on General Meetings (‘SS-2') are
given in the Notice of AGM, forming part of the Annual
Report.

Apart from the above, there has been no other change
in the Directors and Key Managerial Personnel of the
Company during the year.

15. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received the following declarations
from all the Independent Directors confirming that:

a) They meet the criteria of independence as laid down
under Section 149(6) of the Act and Rules made
thereunder, as well as of Regulation 16 of the Listing
Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment
and Qualification of Directors) Rules, 2014, they
have registered themselves with the Independent
Director's database maintained by the Indian
Institute of Corporate Affairs.

c) In terms of Regulation 25(8) of the Listing Regulations,

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.

16. BOARD MEETINGS AND BOARD COMMITTEESa) Board Meetings

Four (4) meetings of the Board of Directors were
held during the year under review. The Corporate
Governance Report, which is part of this report,
contains the details of the meetings of the Board.

b) Committees

Pursuant to Section 177 and 178 of the Act and
the rules made thereunder and in accordance
with Listing Regulations, the Board of Directors
has constituted five Committees, viz. Audit
Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee.

All details pertaining to the composition of the Board
and its committees are provided in the Corporate
Governance Report, which is a part of this report.

The Company has been employing women
employees in various grades within its offices and
factory premises. The Company has constituted an
Internal Compliant Committee as required under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to
redress any complaints received from employee(s)
of the Company. The Company is strongly oppose to
sexual harassment and all the employees are made
aware about the consequences of such acts and the
constitution of the Internal Compliant Committee.

During the year no complaint was received from any
employee and hence no complaint is outstanding as
on 31st March, 2026.

c) Evaluations

The Board of Directors has carried out an annual
evaluation of its own performance, board
committees, and individual directors pursuant to the
provisions of the Act and Listing Regulations.

The performance of the board was evaluated by
the Board after seeking input from all the directors
based on criteria such as the Board composition
and structure, effectiveness of Board processes,
information and functioning etc. The performance
of the committees was evaluated by the Board after
seeking input from the committee members based
on criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company
was evaluated, considering the views of Executive
Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
Director based on criteria such as the contribution of
the individual Directors to the Board and committee
meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution
and inputs in meetings, etc.

d) Policy on Directors' Appointment and
Remuneration and other details

The policy on Directors' remuneration is available
on the website of the Company at
www.
blackrosechemicals.com
. The remuneration paid to
the Directors is as per the terms laid out in the said
policy.

17. AUDITORSa) Statutory Auditor

Members of the Company at the AGM held on 29th
September, 2022, approved the appointment of
M/s. M M Nissim & Co LLP, Chartered Accountants
(Registration No. 107122W/ W100672), Chartered
Accountants, as the statutory auditors of the
Company for a period of five years from the
conclusion of 32nd Annual General Meeting till the
conclusion of the 37th Annual General Meeting to be
held in the year 2027.

The Reports given by M/s. M M Nissim & Co LLP,
Chartered Accountants on the standalone and
consolidated financial statements of the Company
for financial year 2025-26 do not contain any
qualification, reservation or adverse remarks. There
were no instances of fraud reported by the auditors.

b) Cost Auditor

Pursuant to the provisions of Section 148(1) of the
Act read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to have
the audit of its cost records.

M/s. Poddar & Co., Cost Accountants, Mumbai, was
appointed as Cost Auditor of the Company for
conducting the cost audit for the financial year 2025¬
26.

c) Secretarial Auditor

Secretarial Audit for the financial year 2025-26 was
conducted by M/s. Shiv Hari Jalan & Co., Company
Secretaries in Whole - Time Practice in accordance with
the provisions of Section 204 of the Act. The Secretarial
Auditors' Report forms part of this Annual Report.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31st March, 2026 is available
on the Company's website at
www.blackrosechemicals.
com
.

19. LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees or investments
given/ made during the financial year under review and
governed by the provisions of Section 186 of the Act have
been furnished in
Annexure I which forms part of this
Annual Report.

20. DEPOSITS

The Company has not accepted any deposits from the
public in terms of Section 73 of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014 and as
such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of
the Balance Sheet.

21. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and Regulation
33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as 'Listing Regulations')
and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for the
financial year 2025-26, together with the Auditor's Report,
form part of this Annual Report. A statement containing
the salient features of the Company's subsidiaries,
associate and joint venture Company in the prescribed
Form AOC- 1.

22. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability,
confirm that:

a) The annual financial statements for the year ended
31st March, 2026 have been prepared in accordance
with the applicable accounting standards along with
proper explanation relating to material departures, if
any;

b) They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the profit of the Company for that period;

c) The proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going
concern basis;

e) They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively;

f) The proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively;

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants,
including the audit of internal financial controls over
financial reporting by the statutory auditors and the
reviews performed by management and the relevant
Board committees, including the audit committee, the
Board is of the opinion that the Company's internal
financial controls were adequate and effective during the
financial year 2025-26.

23. INTERNAL FINANCIAL CONTROLS AND COMPLIANCE
FRAMEWORK

Internal financial control over financial reporting have
been designed to provide reasonable assurance with
regards to recording and providing reliable financial
information and complying with applicable accounting
standards. These controls are reviewed periodically, and
the Company continuously tries to verify these controls to
increase its reliability.

The Company has documented its internal financial
controls considering the essential components of various
critical processes, physical and operational. This includes
its design, implementation and maintenance, along with
periodical internal review of operational effectiveness
and sustenance, which are commensurate with the
nature of its business and the size and complexity of its
operations. This ensures orderly and efficient conduct
of its business, including adherence to the Company's
policies, safeguarding of its assets, prevention of errors,
accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.

The internal financial controls with reference to the
financial statements were adequate and operating
effectively.

The Board has also put in place requisite legal compliance
framework to ensure compliance of all the applicable
laws and that such systems were adequate and operating
effectively.

24. RISK MANAGEMENT

Risk Management Committee has been constituted by
the Board. The Risk Management Committee is entrusted
with roles and powers as specified in Part D of Schedule
II of Listing Regulations. The Company has laid out a risk
management policy for identification and mitigation of
risks. The Risk Management Committee identifies the
key risks for the Company, develops and implements the
risk mitigation plan, reviews and monitors the risks and
corresponding mitigation plans on a regular basis and
prioritises the risks, if required, depending upon the effect
on the business/reputation.

The other details in this regard are provided in the Report
on Corporate Governance which forms a part of this
Annual Report.

25. VIGIL MECHANISM AND REPORTING OF FRAUDS

The Company has framed Vigil Mechanism/Whistle Blower
Policy ("Policy") to enable Directors and employees
to report genuine concerns or grievances, unethical
behaviour and irregularities, fraud, if any, which could
adversely affect the Company's operations to the Audit
Committee Chairman.

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report to
the Audit Committee and/or Board under Section 143(12)
of the Act and Rules framed thereunder.

26. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with
rules made thereunder is provided in
Annexure II which
forms part of this Annual Report.

27. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All the contracts, arrangements and transactions entered
by the Company during the financial year with related
parties were in the ordinary course of business and were
on arm's length basis, hence Section 188(1) of the Act is
not applicable and consequently no particulars in Form
AOC - 2 are required to be furnished. During the year, the
Company had not entered into any contract, arrangements
or transactions with related parties which could be
considered material. All the contracts, arrangements and
transactions with related parties are placed before the
Audit Committee as also the Board, as may be required,
for approval.

28. ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS

No significant and material orders have been passed by
any regulators or courts or tribunals which can have an
impact on the going concern status of the Company and
its future operations.

During the year under review, BSE Limited imposed a fine
on the Company for delay in compliance with Regulation
6 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as on 31st March,
2026. The said matter is not considered material to the
Company's operations or going concern status.

29. LISTING

The Company's shares are listed on BSE Limited and the
applicable listing fees for the same have been paid.

30. MANAGERIAL REMUNERATION AND PARTICULARS
OF EMPLOYEES

The Statement containing particulars of employees as
required under Section 197(12) of the Companies Act,
2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is not applicable as none of the employees of
the Company are covered under the provisions of the said
rules.

The ratio of the remuneration of each director to the
median employees' remuneration and other details in
terms of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
provided in
Annexure III which forms part of this Annual
Report.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility ("CSR") forms an integral
part of an overall business policy aligned with its business
goals. The Company, from time to time, endeavours to
utilise allocable CSR budget for the benefit of society.

Salient features of the CSR policy and the details of
activities as required under Companies (Corporate Social
Responsibility Policy) Rules, 2014 is provided in
Annexure
IV
forming part of this report. The CSR Policy is available
on the website of the Company.

32. SERVICE OF DOCUMENTS THROUGH ELECTRONIC
MEANS

All documents, including the Notice and Annual Report
shall be sent through electronic transmission in respect of
members whose e-mail IDs are registered in their demat
account or are otherwise provided by the members.

A member shall be entitled to request for physical copy
of any such documents. Also, in respect of shareholders
whose e-mail IDs are not registered with their folios or
Depository Participant (DP), a physical letter containing
the link to access the Notice and Annual Report will be
dispatched to their registered address.

33. EMPLOYEES' STOCK OPTION SCHEME

The Company has implemented BRIL Employee Stock
Option Scheme 2020 [formulated under the SEBI (Share
Based Employee Benefit) Regulations, 2014], approved
by the Shareholders of the Company on 29th September,
2020 and thereafter, Board of Directors of the Company
vide its resolution by circulation dated 26th October, 2021
approved the amendment in the BRIL ESOS 2020 Scheme
in order to align the same with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB & SE Regulations").

The Company has obtained a Certificate from the
Secretarial Auditors stating that ESOP Scheme has been
implemented in accordance with the SEBI SBEB & SE
Regulations. The said Certificate will be made available
for inspection through electronic mode by writing to the
Company at
investor@blackrosechemicals.com from the
date of circulation of the AGM Notice till the date of the
AGM.

The applicable disclosures as stipulated under Regulation
14 of SEBI SBEB & SE Regulations with regard to Employees
Stock Option Scheme of the Company are available on the
website of the Company
www.blackrosechemicals.com.

34. DISCLOSURE REQUIREMENTS

• As per Listing Regulations, the Corporate Governance
Report with the Auditors' Certificate thereon, and the
Management Discussion and Analysis including the
Business Responsibility and Sustainability Report are
attached, which forms part of this report.

• The Company has devised proper systems to ensure
compliance with the provisions of all applicable
secretarial standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

• During the year under review the Company has
complied with the provisions of the Maternity
Benefits Act, 1961.

• The Company has not issued any shares with
differential rights and hence no information as
per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

• During the year under review, no shares transferred
to the Unclaimed Securities Suspense Escrow
Account of the Company.

• As required under Section 124 of the Act, 52,750
equity shares in respect of which dividend has not
been claimed by the members for seven consecutive
years or more, have been transferred by the Company
to the Investor Education and Protection Fund (IEPF)
during the financial year 2025-26. Details of shares
transferred have been uploaded on the website of
IEPF as well as the Company.

• During the year under review, there were no
instances of one-time settlement with banks or
financial institutions and hence the differences in
valuation as enumerated under Rule 8(5)(xii) of
Companies (Accounts) Rules, 2014, as amended, do
not arise.

• During the financial year no application has been
made, and no proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.

• All the properties, including buildings, plant and
machinery and stocks have been adequately insured.

35. ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude
and appreciation to all the employees at all levels for their
hard work, solidarity, cooperation, and dedication during
the year.

The Board conveys its appreciation to its principal's,
customers, shareholders, suppliers as well as vendors,
bankers, business associates, regulatory, and government
authorities for their continued support.

Cautionary Statement

Certain statements in this Directors' Report and in the
Management Discussion and Analysis Report describing
the Company's objectives, estimates, and projections
may be forward-looking statements and are based on
certain expectations. Actual results could however differ
materially from those expressed or implied. Important
factors that could make a difference in the Company's
operations include the availability of raw material/
product, cost of raw material/product, changes in demand
from customers, fluctuations in exchange rates, changes
in government policies and regulations, changes in tax
structure, economic developments within India and the
countries in which business is conducted, and various
other incidental factors. We cannot guarantee that these
forward-looking statements will be realised, although we
believe we have been prudent in making any assumptions.
We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new
information, future events, or otherwise.