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

BSE: 524598ISIN: INE542B01011INDUSTRY: Dyes & Pigments

BSE   ` 390.50   Open: 358.60   Today's Range 356.80
394.30
+14.95 (+ 3.83 %) Prev Close: 375.55 52 Week Range 142.90
471.65
Year End :2026-03 

Your Directors are pleased to present their 37th Annual Report together with the Audited Financial Statements of your Company for
the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS (Standalone) (H in Lakhs)

Particulars

Current Year
2025-26

Previous Year
2024-25

Revenue from operations

37,243.00

34,626.52

Other Income

19.78

25.46

Total Income

37,262.78

34,651.98

Profit for the year before Finance Costs, Depreciation, Exceptional Items and Tax Expenses

1,720.51

2,508.88

Less: Finance Costs

681.62

526.04

Profit for the year before Depreciation, Exceptional Items and Tax Expenses

1,038.89

1,982.84

Less: Depreciation

1,652.81

1,400.20

Profit for the year before Exceptional Items and Tax Expenses

(613.92)

582.64

Add/(Less): Exceptional Items

Loss due to Fire

-

402.18

Insurance claim Receivable

169.61

(402.18)

Profit for the year before Tax Expenses

(444.31)

582.64

Less: Current Tax

-

-

Less: Deferred Tax

(400.45)

105.60

Less: Adjustment of tax for earlier years (Net)

-

-

Net Profit for the year

(43.86)

477.04

Add: Balance brought forward from last year

Depreciation Adjustment

Nil

Nil

Deferred tax on Depreciation Adjustment

Nil

Nil

Surplus available for Appropriation

16,923.30

16,992.42

Appropriation

Other Comprehensive Income

(52.05)

14.91

Transfer to General Reserve

Nil

Nil

Final Dividend of Rs. 0.75 per Equity Share

(P. Y. Rs. 0.50 per Equity Share)

(60.25)

(40.17)

Balance carried over to Balance Sheet

16,811.00

16,967.16

2. DIVIDEND

After considering the overall financial performance and
cash flow of the Company, the Board of Directors of the
Company are pleased to recommend a final dividend of Rs.
0.50/- per equity share (5% on the face value of Rs. 10/-
each) for the year ended March 31, 2026 subject to
approval of the members at the forthcoming Annual
General Meeting. The final dividend, if declared as above
would involve a total outgo of Rs. 40.17 Lakhs towards
dividend for the year.

During the previous financial year, the Company has paid
final dividend of Rs. 0.75/- per equity share (7.5% on face
value of Rs. 10 each), and the total outgo was Rs. 60.25
Lakhs towards dividend.

As per the provisions of Income Tax Act, 1961 amended
from time to time, dividends paid or distributed by the
Company shall be taxable in the hands of the
shareholders. Accordingly, the Company makes the
payment of the dividend from time to time after
deduction of tax at source.

Transfer to Investor Education and Protection Fund
Authority

During the year under review, unclaimed dividend amount
of Rs. 9.86 Lakhs pertaining to the year ended March 31,
2018 were transferred to Investor Education and
Protection Fund established by the Central Government
on 28th October, 2025 and also transferred 87,121 Equity
shares of the Company to IEPF on 10th November, 2025.

The Shareholders/claimants whose shares and unclaimed
dividend have been transferred to the IEPF Account may
claim the shares or apply for refund by making an
application to the IEPF Authority. A details of Nodal officer
of the Company appointed by the Board of directors is
available at Company's website at
https://www.aksharchemindia.com/uploads/report/35517
06680081General%20Business%20Information.pdf

3. TRANSFER TO RESERVES

During the year under review, no amount is appropriated
from Profit and Loss Account and transferred to any
reserve account.

4. STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as
under:

General

During the year under review, the Company recorded
revenue from operations of Rs. 37,243.00 lakhs as
compared to Rs. 34,626.52 lakhs in the previous financial
year, reflecting an improvement in business performance
driven by better price realization and increased demand in
the Dyes & Pigments sector. The increase in revenue
reflects improved market conditions and operational
performance. However, despite the growth in turnover, the
Company incurred a net loss of Rs. 43.86 lakhs during the
year under review. The Dyes & Pigments industry
witnessed a gradual revival during the year, supported by
favorable market conditions and enhanced demand across
key customer segments. The Company's Silica business
also remained stable, aided by improved capacity
utilization and operational efficiencies. Over the years, the
Company has established a strong presence in the silica
market and continues to maintain long-standing business
relationships with leading tyre manufacturers, who remain
its regular customers.

Exports

The Company's export turnover increased to Rs. 21,236.71
lakhs during the year under review from Rs. 16,691.49
lakhs in the previous year, primarily driven by improved
price realization and higher demand for pigment products
in international markets. As part of its strategic growth
initiatives, the Company also expanded its market
presence in the Dyes intermediates by exploring and
developing new customers in India and export markets,
including Taiwan and South Korea and for Silica business
developing new export markets, including Sri Lanka,
Russia, and Turkey. These efforts are expected to further
strengthen the Company's global footprint and diversify
its export base.

5. FIRE INSURANCE CLAIMS

Fire incident in Dry zone building of Vinyl Sulphone (VS)
plant in Indrad

During the year under review, the Company has received
Rs. 608 Lakhs against claim amount of Rs. 610 Lakhs for a
fire broke out in Dry zone building of Vinyl Sulphone (VS)
Plant situated in Village: Indrad, Chhatral-Kadi Road,
Mahesana-382715 on 2nd May, 2024.

6. INTELLECTUAL PROPERTY RIGHTS

The Company is having the certificate for registration of
trademark from the Registrar of Trade Marks, Trade Marks
Registry, Gujarat for its logo i.e. AksharChem and its
products Pigment Green 7 and Precipitated Silica i.e.
Asaflow and Aksil respectively.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

8. SHARE CAPITAL
Authorised Share Capital

The Authorised Share Capital of the Company as on 31st
March, 2026 is Rs. 20,00,00,000 divided into 2,00,00,000
equity shares of Rs. 10 each.

Paid-up Share Capital

The Paid-up Share Capital of the Company as on 31st
March, 2026 is Rs. 8,03,30,990 divided into 80,33,099
equity shares of Rs. 10 each.

Changes in Share Capital

During the year under review, the Company has neither
issued shares with differential rights as to dividend, voting
or otherwise nor issued shares (including sweat equity

shares) to the employees or Directors of the Company,
under any Scheme/ Employee Stock Option. The Company
has not issued any convertible instrument during the year.
No disclosure is required under Section 67(3)(c) of the
Companies Act, 2013 in respect of voting rights not
exercised directly by the employees of the Company as the
provisions of the said Section are not applicable. Also, the
Company has neither issued bonus shares nor bought
back any shares during the year.

9. FINANCE AND INSURANCE

The Company has been financed by State Bank of India
and HDFC Bank Limited.

All insurable interests of the Company, including plant and
machinery, building, stocks, vehicles, stores and spares have
been adequately insured against various risks and perils.

10. PUBLIC DEPOSITS

The Company has not accepted deposit from public
during the year and there was no deposit outstanding on
March 31,2026.

11. PARTICULAR OF SUBSIDIARY/JOINT VENTURE/
ASSOCIATE COMPANY

During the year under review, your Company does not
have any Subsidiary/ Joint Venture/ Associate Company.

12. CERTIFICATIONS

During the year under review, the Company have its
quality certifications of ISO 9001:2015, certification for
environment management system of ISO 14001:2015 and
certification for occupation, health & safety of ISO
45001:2018.

13. EXPORT HOUSE STATUS

The Company has the status of “Three Star Export House"
by Office of Additional Director General of Foreign Trade,
Ahmedabad, in accordance with provisions of Foreign
Trade Policy, 2023. This status is valid till March 31,2028.

14. CREDIT RATING

The CARE Ratings Limited has reviewed the ratings on the
bank facilities of the Company and revised and reaffirmed
the rating of the Company as “CARE A-; Negative" assigned
to the long term bank facilities and “CARE A-; Negative/
CARE A2 " assigned to long term/ short term bank
facilities for fund based limit and “CARE A2 " assigned to
the short term bank facilities for non fund based limit.

15. LISTING

The Equity Shares of the Company continue to be listed on
BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE) and required Listing Fees for the year 2026¬
27 has been paid.

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

The particulars as prescribed under Sub-section (3)(m) of
Section 134 of the Companies Act, 2013, read with the

Companies (Accounts) Rules, 2014, are enclosed as
“Annexure A"to the Board's report.

17. RISK MANAGEMENT

We believe that risk management is an integral part of our
operations. It is essential to identify and manage risks in
order to reduce uncertainties and ensure continuity of
business. We have a risk management framework and
team that implements the processes specified in the
framework. Further details are set out in the Management
Discussion and Analysis Report forming part of the
Directors' Report.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the year under review, the Company was not
required to undertake any CSR expenditure, as the average
net profit calculated for the immediately preceding three
financial years was negative. However, in compliance with
the provisions of Section 135 of the Companies Act, 2013
read with the rules made thereunder, the Board of
Directors has constituted a Corporate Social Responsibility
Committee.

The Board of Directors has also adopted a detailed CSR
Policy. The CSR Policy outlines the Company's
commitment to contribute towards sustainable
development and social welfare, and it specifies the focus
areas, implementation strategy, and governance
framework for CSR activities. The policy is available on the
Company's website at

https://www.aksharchemindia.com/uploads/report/81816
29881358Policy%20on%20CSR.pdf.

A detailed note on the Board and its committees is
provided under the Corporate Governance Report section
in this Annual Report. The Report on CSR Activities, which
forms part of the Directors' Report, is annexed as
“Annexure B"to this report.

19. DISCLOSURES ON MANAGERIAL REMUNERATION

Details of Managerial Remuneration as required under
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
given as per“Annexure C"to this report.

20. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as
“Annexure D"to this report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company, Mrs.
Paru M. Jaykrishna (DIN: 00671721) and Mr. Sachin M.
Jaykrishna (DIN: 10712990), Directors of the Company,
retire by rotation at the ensuing Annual General Meeting

and being eligible have offered themselves for re¬
appointment. The Nomination and Remuneration
Committee and the Board has recommended such
reappointment. Brief profile of the Director being re¬
appointed as required under Regulations 36(3) of Listing
Regulations, 2015 and Secretarial Standard on General
Meetings is provided in the Notice of the forthcoming
AGM of the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel:
Mr. Munjal M. Jaykrishna, Joint Managing Director & CEO
Mr. Sachin M. Jaykrishna, Whole Time Director
Mr. Devalkumar I. Suthar, Executive Director
Mr. Amit D. Soni, Chief Financial Officer

Mr. Mehul Naliyadhara, Company Secretary & Compliance
Officer

Changes in Board of Directors

During the year and up to the date of this report, based on
the recommendations of the Nomination and
Remuneration Committee, the Board of directors has
appointed Mr. Devalkumar Indrabal Suthar (DIN:
11511925), Whole Time Director, designated as Executive
Director of the Company for a period of three consecutive
years, effective from May 21, 2026, subject to approval of
the Members.

Further, Mr. Ashok Dolatsinh Barot (DIN: 08366687),
Executive Director, tendered his resignation from the
Board with effect from close of business hours on May 21,
2026, due to health considerations. The Board
acknowledges and sincerely appreciates the counsel,
expertise, and significant contributions made by them
towards the growth and governance of the Company.

Designated Officer

During the year under review, Mr. Mehul Naliyadhara,
Company Secretary & Compliance officer of the company
is a Designated officer under Rule 9(5) of the Companies
(Management and Administration) Rules, 2014, as
amended from time to time.

Women Director

The Board of Directors of the Company includes women
director viz. Mrs. Paru M. Jaykrishna and Ms. Maitri K.
Mehta. Accordingly, the Company is in compliance with
the requirement of section 149(1) of the Companies Act,
2013 read with Rule 3 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Independent Directors

During the year under review, there is no change in the
Independent directors of the Company. Your company has the
following five Independent Directors as on 31st March, 2026:

Mr. Jigar M. Patel
Ms. Maitri K. Mehta
Mr. Nirav K. Shah

Mr. Keyur D. Gandhi
Mr. Sameer S. Sinha

Declaration by Independent Directors

The Independent Directors were appointed at the Board
meeting and hold office for a fixed term not exceeding five
years and are not liable to retire by rotation. In accordance
with Section 149(7) of the Companies Act 2013, each
Independent Director has given a written declaration to
the Company confirming that he/she meets the criteria of
Independence as mentioned under Section 149(6) of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Statement regarding to Integrity, Expertise and Experience
(including the proficiency) of Independent directors

The Board has opined that all Independent directors of the
Company has possessed relevant Integrity, Expertise and
Experience in commensurate with the business of the
Company including registration with Independent
Directors Databank as maintained and managed by the
Indian Institute of Corporate Affairs and met the
requirements under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014
(amended from time to time).

Board Evaluation

The Board of Directors of the Company is committed to
assess its own performance as a Board in order to identify
its strengths and areas in which it may improve its
functioning. To that end, the Nomination and
Remuneration Committee has established processes for
performance evaluation of Independent Directors, the
Board and Committees of the Board. Pursuant to the
provisions of the Act and the Listing Regulations, the
Board has carried out an annual evaluation of its own
performance, performance of its Committees as well as the
Directors individually. Details of the evaluation mechanism
are provided in the Corporate Governance Report.

Policy on Appointment and Remuneration of Directors
and Key Managerial Personnel

The Board has on the recommendation of the Nomination
and Remuneration Committee framed a policy on
selection and appointment of Directors, Senior
Management and their remuneration. The Nomination
and Remuneration Policy is available on the website of the
Company at

https://www.aksharchemindia.com/uploads/report/67115
2722747311.%20Nomination%20and%20Remuneration%
20Policy.pdf .

The details of programmes for familiarisation of
Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model
of the Company and related matters are available on the
website of the Company at

https://www.aksharchemindia.com/uploads/report/38916
57873710POLICY.pdf .

Diversity of the Board

The Company recognizes and embraces the benefit of
having a diverse Board of Directors and views increasing
diversity at the Board level as an essential element in
maintaining competitive advantage in the Business in
which it operates. This Policy is available on the website of
the Company at

https://www.aksharchemindia.com/uploads/report/85615
272277327.%20Policy%20of%20Board%20Diversity.pdf .

22. NUMBER OF MEETINGS OFTHE BOARD

During the year under review, the Board of Directors of the
Company, met 4 (Four) times on May 21, 2025, July 25,
2025, November 12, 2025 and January 28, 2026. The
compositions of the Board and its attendance have been
given in the Report on Corporate Governance which forms
part of this Annual Report.

Independent Directors Meeting

A separate Meeting of Independent Directors of the
Company was held on January 28, 2026, where at the
prescribed items enumerated under Schedule IV to the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, were
discussed.

23. STATUTORY COMMITTEES OF THE BOARD

The Company has constituted four Board-level
Committees in accordance with applicable laws and
regulations. These Committees are:

(i) Audit Committee

(ii) Nomination And Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholders Relationship Committee
Audit Committee

As at March 31, 2026, the Audit committee comprises three
directors, and all are Independent Directors, Mr. Nirav K.
Shah, as Chairman alongside Mr. Jigar M. Patel and Ms.
Mairti K. Mehta, as members. The composition of the Audit
Committee complies with the requirements of Section 177
of the Companies Act, 2013 and Regulation 18 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Audit Committee, details of
the meetings held including dates and attendance, and
the remuneration paid to its members are provided
separately in the Corporate Governance Report attached
to this Annual Report. The Company has instituted a
comprehensive Internal Audit system commensurate with
its size and operations. During the year under review, the
Board accepted all recommendations made by the Audit
Committee.

Further information regarding the Audit Committee is
provided under the Corporate Governance Report section
in this Annual Report.

Nomination and Remuneration Committee

As at March 31, 2026, the Nomination and Remuneration
Committee comprises three Non-Executive Independent
Directors: Mr. Nirav K. Shah, as Chairman, alongside Mr.
Jigar M. Patel and Ms. Maitri K. Mehta as members.

The constitution and terms of reference of the Nomination
and Remuneration Committee of the Company are in
compliance with Section 178 of the Companies Act, 2013, as
well as Regulation 19 and Part D of Schedule II of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Further information regarding the Nomination and
Remuneration Committee is provided under the Corporate
Governance Report section in this Annual Report.

Corporate Social Responsibility Committee

As at March 31,2026, in compliance with the provisions of
Section 135 of the Companies Act, 2013 read with the
rules made thereunder, the Board of Directors has
constituted a Corporate Social Responsibility Committee.
The Committee chaired by Mrs. Paru M. Jaykrishna,
Chairperson & Managing Director of the Company. The
other members of the Committee are Ms. Maitri K. Mehta
and Mr. Nirav K. Shah, both Independent directors.

Further information regarding the Corporate Social
Responsibility Committee is provided under the Corporate
Governance Report section in this Annual Report.

Stakeholders Relationship Committee

As at March 31, 2026, the Stakeholders Relationship
Committee comprises three Non-Executive Independent
Directors: Mr. Nirav K. Shah, as Chairman, alongside Mr.
Jigar M. Patel and Ms. Maitri K. Mehta as members.

The constitution and terms of reference of the Committee
are duly framed in compliance with Section 178(5) of the
Companies Act, 2013, and Regulation 20 read with Part D
of Schedule VI of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Further information regarding the Stakeholders
Relationship Committee is provided under the Corporate
Governance Report section in this Annual Report.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of
ethical, moral and legal business conduct. Accordingly, the
Board of Directors have adopted the vigil
mechanism/whistle blower policy which is in compliance
with the provisions of Section 177(10) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Employees can raise concerns regarding any
discrimination, harassment, victimization, any other unfair
practice being adopted against them or any instances of
fraud by or against your Company. The Audit Committee
oversees the vigil mechanism.

The policy has been widely disseminated across the
organization, including its various units and locations, and
is also accessible on the Company's website at:
https://www.aksharchemindia.com/uploads/report/83115
272278044.%20Policy%20of%20Whistle%20Blower%20Po
licy.pdf.

25. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted policies and procedures to ensure
the orderly and efficient conduct of its business, including
but not limited to the prevention and detection of frauds
and errors, the safeguarding of its assets, the accuracy and
completeness of the accounting records, adherence to the
company's policies, periodical review of financial
performance of Company and review of the accounts
every quarter by Statutory Auditors. The Company has
appointed Independent Internal Auditors who periodically
audit the adequacy and effectiveness of the internal
controls and suggest improvements.

Internal Control Systems are reviewed by Audit Committee
headed by a Non- Executive Independent Director on a
regular basis for its effectiveness and the necessary
changes suggested are interpreted into the system. Every
quarter the Audit Committee reviews the adequacy and
effectiveness of internal control systems and monitors the
implementation of improvement actions.

26. AUDITORS
Statutory Auditors

M/s. Talati & Talati LLP, Chartered Accountants (Firm
Registration No. 110758W/W100377), Ahmedabad, were
appointed as the Statutory Auditors of the Company for a
term of five years up to the conclusion of the 38th Annual
General Meeting of the Company to be held in 2027.

M/s. Talati & Talati LLP, Chartered Accountants, have
submitted their Report on the Financial Statements of the
Company for the Financial Year 2025-26, which forms part
of the Annual Report 2025-26. There are no observations
(including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Reports that may
call for any explanation from the Directors.

Secretarial Auditor

In accordance with the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, on recommendation of the Board of Directors, the
Members has appointed Mr. Bipin L. Makwana, Practicing
Company Secretary (Membership No. A15650),
Ahmedabad to conduct the Secretarial Audit of the
Company from FY 2025-26 to FY 2029-30. The Secretarial
Audit Report for the Financial Year 2025-26, issued in the
prescribed format, forms part of the Annual Report as
“Annexure-E"to the Board's Report.

The Secretarial Auditor has not made any comments or

given any qualification, reservation or adverse remarks or
disclaimer in their Audit Report.

Cost Auditor

During the year under review, the Company has made and
maintained cost accounts and records as specified by the
Central Government under Section 148(1) of the
Companies Act, 2013. For the financial year 2025-26, M/s.
M. I. Prajapati & Associates LLP, Cost Accountants,
Ahmedabad (FRN-101450) have conducted the audit of
the cost records of the Company.

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with Notifications / Circulars
issued by the Ministry of Corporate Affairs from time to
time, the Board appointed M/s. M. I. Prajapati & Associates
LLP, Cost Accountants, Ahmedabad (FRN-101450) to
conduct the audit of the cost records of the Company for
the financial year 2026-27. The remuneration payable to
the Cost Auditor is subject to ratification by the Members
at the Annual General Meeting. Accordingly, the necessary
Resolution for ratification of the remuneration payable to
M/s. M. I. Prajapati & Associates LLP, Cost Accountants, to
conduct the audit of cost records of the Company for the
financial year 2026-27 has been included in the Notice of
the ensuing 37th Annual General Meeting of the
Company. The Directors recommend the same for
approval of the Members.

Internal Auditor

Pursuant to the provisions of Section 138 of the
Companies Act, 2013, the Board of directors of the
Company has appointed M/s. Mahendra N. Shah & Co.,
Chartered Accountants, Ahmedabad as an Internal Auditor
of the Company for the financial year 2025-26.

Reporting of Fraud by Auditors

During the year under review, the auditors have not reported
any instances of frauds committed in the Company by its
officers or employees to the Audit Committee under section
143(12) of the Companies Act, 2013.

27. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2026
in the prescribed format is available on the Company's
website at www.aksharchemindia.com.

28. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE

During the year under review, the Company has not given
loans, provided any guarantees or made investments
covered under section 186 of the Companies Act, 2013.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
ENTERED INTOWITH RELATED PARTIES

All Related Party transactions that were entered into during
the year under review were in ordinary course of business
and were on arm's length basis. There were no materially
significant related party transactions made by the Company
which may have potential conflict of interest.

Further, there were no material related party transactions
which were not in ordinary course of business and were
not on arm's length basis and hence there was no
information required to be provided under Section
134(3)(h) of the Companies Act, 2013 read with rule 8(2) of
the Companies (Accounts) Rules, 2014 in form AOC-2 and
under Section 188(2) of the Companies Act, 2013.
However, the details of transactions with Related Parties
are provided in the Company's financial statements in
accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by
the Board is available on website of the Company at
https://www.aksharchemindia.com/uploads/report/71917
06680336Policy%20on%20Related%20Party%20Transacti
on.pdf .

30. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a
Management Discussion and Analysis Report is appended
as“Annexure F"to this Report.

31. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance. A separate Corporate
Governance Report as stipulated under Chapter IV read
with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is furnished as“Annexure
G"to this Report together with certificate from Mr. Bipin L.
Makwana, Practicing Company Secretary (Membership No.
A15650) confirming compliance with the conditions of
Corporate Governance.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 to submit Business Responsibility and Sustainability
Report not applicable to your Company for the financial
year ended 31st March, 2026.

33. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of
the Companies Act, 2013 and based on the information
provided by the management, your directors state that:

(a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanations relating to material departures, if any;

(b) the Directors 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 as at March 31, 2026 and of the profit and
loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a
'going concern'basis;

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

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at
workplace. The Company has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual
Harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act) and the
rules framed thereunder. It is the continuous endeavor of
the Management of the Company to create and provide
an environment to all its employees that is free from
discrimination and harassment, including sexual
harassment. The details of complaints received and
resolved during the financial year ended March 31, 2026,
are as follows:

(a)

Number of complaints of sexual harassment
received in the year

Nil

(b)

Number of complaints disposed off during

Nil

the year

(c)

Number of cases pending for more than

Nil

ninety days

35. COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

During the financial year under review, the Company is in
compliance with the provisions relating to the Maternity
Benefit Act, 1961.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards
issued by the Institute of Company Secretaries of India on
Meetings of the Board of Directors and General Meetings.

37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our human capital remains the cornerstone of our success
and we believe that employees are our valuable asset and
core strength. The Human Resources function remained
focused on enhancing employee wellbeing, strengthening
workplace engagement, fostering a high-performance
culture, and driving digital transformation across HR
processes. Our key priorities included improving employee
welfare facilities, recognizing and rewarding employee

contributions, strengthening organizational culture, and
creating a more efficient, technology-enabled HR
ecosystem to support sustainable business growth. Our
learning and development training programs are
governed by quality business management principles
adopted by us, which include a principle of in-depth
identification of development needs and comprehensive
structure of learning and development.

We believe that our human resources initiatives led to
positive trends in the production, quality, cost, delivery,
safety and morale parameters in manufacturing, a higher
level of engagement in workers, better working
relationships between sales managers and reportees. We
also engage contract labour depending on our
requirements from time to time, particularly at our
manufacturing facilities. The attrition rate of the Company
is very low as compare to other companies in the
concerned sector. Industrial relations remained
harmonious with a focus on productivity, quality and
safety throughout the year. Your directors wish to place on
record their sincere appreciation for the devoted services
of all the employees and workers of the Company.

38. DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

(i) no significant or material orders were passed by any
regulator or court or tribunal which impacts the going
concern status and Company's operations in future.

(ii) no material changes and commitments, if any,
affecting the financial position of the Company which
have occurred between the end of the financial year
of the Company to which the financial statements
relate and the date of the report.

(iii) the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their
status as at the end of the financial year.

(iv) 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.

39. GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green
Initiative in Report on Corporate Governance by allowing
paperless compliances by Companies through electronic
mode. Your Company supports the Green Initiative and
has accordingly decided to send necessary
communications to its Shareholders to their respective
registered E-mail addresses.

40. ENVIRONMENT SAFETY AND HEALTH

Your Company continues to exercise persistent and
meticulous efforts towards greener earth and
environment conservation. The Company preserves in its
efforts to teach safe and environmentally accountable
behavior in every employee, as well as its vendors. The
Company is committed towards safety, not only of its own
men and plant, but also of the society at large.

Solid waste generated at the Works, after treatment of its
liquid effluent is shifted to a Gujarat Pollution Control
Board (GPCB) approved site.

The Company continues to demonstrate its commitment
to a clean and safe environment. The State of the art
effluent treatment plant continues to run satisfactorily, so
that the treated waste water discharged is well within the
stipulated norms set by GPCB.

Your Company has ISO 14001:2015, ISO 9001:2015 and ISO
45001:2018 certification for its unit.

41. APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors are grateful and pleased to place on record
their thanks to Government of India, Government of
Gujarat, Electricity supply companies and Bankers for their
excellent support, guidance and continued cooperation.

The Company is thankful to the shareholders for reposing
trust in the Company and their unflinching enthusiasm
and patronage.

42. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis
may contain certain statements describing the Company's
objectives, expectations or forecasts that appear to be
forward-looking within the meaning of applicable securities
laws and regulations while actual outcomes may differ
materially from what is expressed herein. The Company is
not obliged to update any such forward-looking statement.
Some important factors that could influence the Company's
operations comprise of economic developments, pricing
and demand and supply conditions in global and domestic
markets, changes in government regulations, tax laws,
litigation and industrial relations.

For and on behalf of Board of Directors

PARU M. JAYKRISHNA

Place : Ahmedabad Chairperson & Mg. Director

Date : August 12, 2026 DIN: 00671721

Registered Office:

“Akshar House",

Chhatral-Kadi Road,

Indrad - 382 715,

Mahesana, Gujarat (India)

CIN : L24110GJ1989PLC012441
Phone: 91 2764 233007
Website: www.aksharchemindia.com
Email id: cs@aksharchemindia.com