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

BSE: 506597ISIN: INE841D01013INDUSTRY: Dyes & Pigments

BSE   ` 745.05   Open: 755.00   Today's Range 743.00
763.00
-11.15 ( -1.50 %) Prev Close: 756.20 52 Week Range 408.20
1015.00
Year End :2026-03 

The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements
for the year ended on March 31, 2026.

01. Financial results

Standalone

Consolidated

2025-26 I

2024-25

2025-26 1

2024-25

Revenue from operations

8,4911

4,888

23,964|

13,532

Sales and other income

8,555|

4,950

24,189|

13,584

Profit before tax

6331

937

2,7951

3,261

Provision for tax

180)

250

5571

332

Profit for the year

4541

687

2,2381

2,930

Other comprehensive income (net of tax)

-

1

5|

(1)

Total comprehensive income

4541

688

2,3431

2,929

Balance brought forward

1,2191

531

1,5411

(1,388)

Balance carried forward

1,5491

1,219

3,6611

1,541

02. Performance

Standalone revenue for the year stood at ' 8,491
lakh, an increase of 74% over the previous year.
This improvement was driven by an increase of
67% in price realisation and an increase of 7%
in volume. Profit before tax (PBT) stood at ' 633
lakh, a decrease of 32%, mainly due to increase
in input prices.

Consolidated revenue for the year stood at
' 23,964 lakh, an increase of 77% over the
previous year. This improvement was driven by an
increase of 74% in price realisation and an increase
of 3% in volume. Consolidated PBT stood at
' 2,795 lakh. Consequently, the balance of
consolidated profits carried forward stood at
' 3,661 lakh compared with ' 1,541 lakh in the
previous year.

03. Dividend

The Board has recommended a dividend of ' 1.5
per fully paid-up equity share of ' 10 each for the
year ended March 31, 2026, as against ' 1 per
share in the previous year. The dividend will entail
an outflow of ' 185.44 lakh on the paid-up equity
share capital of ' 123.63 lakh.

04. Energy conservation, technology absorption,
foreign exchange earnings and outgo

Information required under Section 134(3) (m) of
the Companies Act, 2013 (the Act), read with Rule
8(3) of the Companies (Accounts) Rules, 2014,

as amended from time to time, forms part of this
report which is given on page number 27.

05. Insurance

The Company has taken adequate insurance for
its current and fixed assets, team members and
products against various relevant risks.

06. Risk management

Risk management is an integral part of the
business practice of the Company. The framework
of risk management concentrates on formalising a
system to deal with the most relevant risks, building
on existing management practices, knowledge
and structures. With the help of a reputed
international consultancy firm, the Company has
developed and implemented a comprehensive
risk management system to ensure that risks to
the continued existence of the Company as a
going concern and to its growth are identified
and remedied on a timely basis. While defining
and developing the formalised risk management
system, leading standards and practices have
been considered. The risk management system
is relevant to the business reality, is pragmatic,
simple and involves the following:

a) Risk identification and definition - Focuses on
identifying relevant risks, creating | updating
clear definitions to ensure undisputed
understanding along with details of the
underlying root causes | contributing factors.

b) Risk classification - Focuses on understanding
the various impacts of risks and the level of
influence on their root causes. This involves
identifying various processes, identifying the
root causes and a clear understanding of risk
inter-relationships.

c) Risk assessment and prioritisation - focuses on
determining risk priority and risk ownership for
critical risks. This involves the assessment of
the various impacts, taking into consideration
the risk appetite and the existing mitigation
controls.

d) Risk mitigation - focuses on addressing
critical risks to restrict their impact(s) to an
acceptable level (within the defined risk
appetite). This involves a clear definition of
actions, responsibilities and milestones.

e) Risk reporting and monitoring - Focuses on
providing to the Audit Committee and the
Board, periodic information on risk profile
evolution and mitigation plans.

Roles and responsibilities

Governance

The Board has approved the Risk Management
Policy of the Company. The Company has laid
down procedures to inform the Board items
listed a) to d) listed above. The Audit Committee
periodically reviews the risk management system
and gives its recommendations, if any, to the Board.

The Board reviews and guides the Risk
Management Policy.

Implementation

Implementation of the Risk Management Policy
is the responsibility of Management. It ensures
the functioning of the risk management system
as per the guidance of the Audit Committee.
The Company has a risk management oversight
structure and has a Chief Risk and Compliance
Officer.

The Management at various levels takes
accountability for risk identification, appropriateness
of risk analysis and timeliness as well as the
adequacy of risk mitigation decisions at both
individual and aggregate levels. It is also responsible
for the implementation, tracking and reporting
of defined mitigation plans, including periodic
reporting to the Audit Committee and the Board.

07. Internal financial controls

The internal financial controls over financial
reporting are designed to provide reasonable

assurance regarding the reliability of financial
reporting and the preparation of the Financial
Statements. These include those policies and
procedures that:

a) Pertain to the maintenance of records, which in
reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets
of the Company,

b) Provide reasonable assurance that transactions
are recorded as necessary to permit the
preparation of the Financial Statements
in accordance with Generally Accepted
Accounting Principles and that receipts and
expenditures are being made only in accordance
with authorisations of the Management and
the Directors of the Company,

c) Provide reasonable assurance regarding the
prevention or timely detection of unauthorised
acquisition, use or disposition of the assets
that can have a material effect on the
Financial Statements. A reputed international
consultancy firm has reviewed the adequacy
of the internal financial controls concerning the
Financial Statements.

The Management assessed the effectiveness
of the internal financial controls over financial
reporting as of March 31, 2026 and the Board
believes that the controls are adequate.

08. Fixed deposits

The Company did not accept any deposits from
the public and as such no amount on account of
principal or interest on deposits from public was
outstanding as of March 31, 2026.

09. Loans, guarantees, investments and security

Particulars of loans, guarantees, investments and
security provided are given on page number 103.

10. Subsidiary company

Amal Speciality Chemicals Ltd is a material
subsidiary in accordance with the applicable
provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing
Regulations).

11. Related party transactions

All the transactions entered into with the related
parties were in the ordinary course of business
and on an arm's length basis and were reviewed
and approved by the Audit Committee. Material
related-party transactions were also approved
by the members in compliance with the Listing
Regulations. Details of such transactions are

given on page number 115. No transactions
were entered into by the Company that required
disclosure in Form AOC-2.

12. Corporate social responsibility

The Corporate Social Responsibility (CSR) Policy,
the CSR Report and the composition of the CSR
Committee are given on page number 27.

13. Annual return

Annual return is available on the website of the
Company at: https://www.amal.co.in/investors/
information-for-stakeholders/annual-general-
meeting/

14. Auditors
Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants
were reappointed as the Statutory Auditors of the
Company at the 48th Annual General Meeting
(AGM) held on September 08, 2022, until the
conclusion of the 53rd AGM.

The Auditor's Report for the financial year
ended on March 31, 2026, does not contain any
qualification, reservation or adverse remark. The
report with the Financial Statements is given on
page number 75.

Secretarial Auditors

SPANJ & Associates, Company Secretaries, were
appointed as the Secretarial Auditors of the
Company at the 51st AGM held on August 29, 2025,
until the conclusion of the 56th AGM.

The Secretarial Audit Report for the financial
year ended on March 31, 2026 is given on
page number 30.

The Secretarial Audit Report of Amal Speciality
Chemicals Ltd, the material subsidiary, is also given
on page number 33.

15. Directors’ responsibility statement

a) In the preparation of the annual accounts for the
financial year that ended on March 31, 2026,
the applicable accounting standards have been
followed and there are no material departures.

b) The accounting policies were selected and
applied consistently and judgements and
estimates thus made 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 that period.

c) Proper and sufficient care was taken for the
maintenance of adequate accounting records

in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

d) The annual accounts for the year ended on
March 31, 2026, were prepared on a going
concern basis.

e) Adequate internal financial controls to be
followed by the Company were laid down and
they were adequate and operating effectively.

f) Proper systems were devised to ensure
compliance with the provisions of all applicable
laws and the same were adequate and
operating effectively.

16. Directors

16.1 Retirement | Reappointment | Appointment

a) Retirement:
nil

b) Reappointment:

According to Article 131 of the Articles of
Association of the Company, Mr Sunil Lalbhai
retires by rotation and being eligible, offers
himself for reappointment at the ensuing AGM.

c) Appointment:

Dr Mahabaleshwar Palekar was appointed as
an Independent Director for a period of five
consecutive years effective August 01, 2025.

In the opinion of the Board, Dr Mahabaleshwar
Palekar fulfils the requisite conditions as per
applicable laws and is independent of the
management of the Company.

16.2 Policies on appointment and remuneration
The salient features of the Policy are as under:

16.2.1 Appointment

While recommending the appointment of Directors,
the Nomination and Remuneration Committee
considers the following factors:

a) Qualification: well-educated and experienced in
senior leadership positions within the industry.

b) Traits: positive attributes and qualities.

c) Independence: criteria prescribed in the Act
and the Listing Regulations for the Independent
Directors, including no pecuniary interest and
conflict of interest:

16.2.2 Remuneration of the Non-executive Directors

a) Sitting fees: up to ' 40,000 for attending a
Board, Committee and any other meeting

b) Commission: up to 1% of the net profit as may
be decided by the Board based on

i) Profit

ii) Attendance

iii) Category (Independent or Non-executive)

16.2.3 Remuneration of the Executive Directors
This is given under paragraph number 2.6.

16.3 Criteria and method of annual evaluation

16.3.1 The criteria for evaluation of the performance of

a) the Executive Directors, b) the Non-executive
Directors (other than Independent Directors),

c) the Independent Directors, d) the Chairman,
e) the Committees of the Board and f) the Board
as a whole are summarised in the table at the end
of the Directors' Report at page 25.

16.3.2 The Independent Directors have carried out an
annual:

a) review of the performance of the Executive
Directors

b) review of the performance of the Non-executive
Directors (other than Independent Directors)

c) review of the performance of the Chairman
and assessment of the quality, quantity and
timeliness of the flow of information to the Board

d) review of the performance of the Board as
a whole

16.3.3 The Board has carried out an annual evaluation
of the performance of:

a) its committees, namely, Audit, Corporate Social
Responsibility, Nomination and Remuneration
and Stakeholders Relationship

b) the Independent Directors

The templates for the above purpose were
circulated in advance for feedback from the
Directors.

16.4 Familiarisation programs for the Independent
Directors

The Company has familiarisation programs for
its Independent Directors. It comprises, amongst
others, presentations by and discussions with
the Senior Management on the nature of the
industries in which it operates, its vision and
strategy, its organisation structure and relevant
regulatory changes. A visit is organised to one
or more of its manufacturing sites. Details of the

familiarisation programs are also available at
www.amal.co.in/about/directors/

17. Key Managerial Personnel and other employees

17.1 Appointments and cessations of the Key
Managerial Personnel

There were no appointments | cessations of the
Key Managerial Personnel during the year.

17.2 Remuneration

The Remuneration Policy related to the Key
Managerial Personnel and other team members
consists of the following:

17.2.1 Components:

a) Fixed pay

i) Basic salary

ii) Allowances

iii) Perquisites

iv) Retirals

b) Variable pay

17.2.2 Factors for determining and changing fixed pay:

a) Existing compensation

b) Education

c) Experience

d) Salary bands

e) Performance

f) Market benchmark

17.2.3 Factors for determining and changing variable pay:

a) Company performance

b) Business performance

c) Individual performance

d) Work level

18. Analysis of remuneration

The information required pursuant to Sections
134(3)(q) and 197(12) of the Companies Act, 2013,
read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, forms part of this Report. However, as per
the provisions of Sections 134 and 136 of the Act,
the Report and the Accounts are being sent to the
members and others entitled thereto, excluding the
information on particulars of team members, which
are available for inspection by the members.

There were no employees during the year, drawing
remuneration exceeding the limit specified.

19. Management Discussion and Analysis

The Management Discussion and Analysis is given
on page 37.

20. Corporate Governance Report

20.1 Declaration given by the Independent Directors

The Independent Directors have given declarations
under Section 149(6) of the Act.

20.2 Report

The Corporate Governance Report, along with the
certificate from the Practicing Company Secretary
regarding the compliance of the conditions of
corporate governance pursuant to Regulation
34(3), read with Schedule V of the Regulations,
is given on page number 54. Details about the
number of meetings of the Board held during
the year, are given on page number 42. The
composition of the Audit Committee is given on
page number 45.

All the recommendations given by the Audit
Committee were accepted by the Board.

20.3 Whistleblower Policy

The Board, on the recommendation of the Audit
Committee, had approved a vigil mechanism
(Whistleblower Policy). The Policy provides
an independent mechanism for reporting and
resolving complaints pertaining to unethical
behaviour, actual or suspected fraud and violation
of the Code of Conduct of the Company and is
displayed on the website of the Company at
www.amal.co.in/investors/ policies/

No person has been denied access to the
Audit Committee.

20.4 Secretarial standards

Secretarial standards as applicable to the
Company were followed and complied with during
the year.

20.5 Prevention, prohibition and redressal of sexual
harassment

Details required under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, and rules thereunder are
given on page 48.

20.6 Maternity benefits

The Company has complied with provisions
relating to maternity benefits.

21. Acknowledgements

The Board expresses its sincere thanks to all
the employees, customers, suppliers, lenders,
regulatory and government authorities, stock
exchanges and investors for their support.

For and on behalf of the Board of Directors

(Sunil Lalbhai)

Mumbai Chairman

April 22, 2026 DIN: 00045590