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

BSE: 543349ISIN: INE00FF01025INDUSTRY: Pharmaceuticals

BSE   ` 3258.65   Open: 3284.20   Today's Range 3230.70
3299.00
-28.85 ( -0.89 %) Prev Close: 3287.50 52 Week Range 1290.05
3735.00
Year End :2026-03 

Your Directors are pleased to present the nineteenth (19th) Annual
Report on the business and operations of the Company along with
the Standalone and Consolidated Audited Financial Statements of the
Company for the Financial Year ended on 31st March, 2026.

1. Corporate Overview and General
Information:

Your Company is a research and development ("R&D")-driven
specialty chemicals manufacturer. The Company's portfolio
includes advanced pharmaceutical intermediates ("Pharma
Intermediates") for regulated and generic active pharmaceutical
ingredients ("APIs") and chemicals for New Chemical Entities
("NCEs"), serving the pharmaceutical industry. It also includes
specialty chemicals including semiconductor and battery
chemicals serving the Semiconductor, Energy Storage, Cosmetics,
Agrochemical, and Fine Chemicals industries. Together, these
verticals position the Company as a diversified, R&D-led player
spanning the pharmaceutical value chain and high-growth
emerging technology sectors.

During FY 2025-26, your Company continued to strengthen
market position through innovation, process development,
and the expansion of its specialty chemical portfolio in India
and overseas. The Company remained focused on enhancing
operational efficiencies, maintaining high quality standards, and

addressing evolving customer requirements across domestic and
international markets.

A significant milestone during the year was the successful
completion of your Company's rebranding and change of
corporate name, pursuant to the approvals received from its
shareholders, the Ministry of Corporate Affairs, Stock Exchanges,
and other relevant regulatory authorities. The rebranding initiative
reflects your Company's transformation into a diversified specialty
chemicals enterprise aligning its corporate identity with its long¬
term strategic vision and growth aspirations.

Your Company remains committed to explore new growth
opportunities, investing in research and development, technology,
strict regulatory compliance, continued sustainability initiatives,
and capacity enhancement through greenfield & brownfield
expansions to support long-term growth. With a diversified
product portfolio, strong customer relationships, and a focus
on innovation led growth, your Company is well positioned
to capitalize on emerging opportunities across the specialty
chemicals sector and deliver sustainable value to all stakeholders.

2. Financial Results: Standalone and
consolidated

The Financial Statements of your Company have been prepared
in accordance with the Indian Accounting Standards (Ind AS)
notified under section 133 of the Companies Act, 2013 ("the
Act"), read with Rule 7 of the (Companies Accounts) Rules, 2014.

The standalone and consolidated financial performance of the Company, for the Financial Year ended on March 31, 2026 are summarized below:

Particulars

Standalone

Consolidated

F.Y.2025-26

F.Y.2024-25

F.Y.2025-26

F.Y.2024-25

Revenue from Operations
Other Income
Total Revenue

13,237.92

9,898.35

13,393.67

10,068.75

458.79

183.36

4,15.85

169.29

13,696.71

10,081.71

13,809.52

10,238.04

Total Expenses

8,768.97

7,945.95

8,982.26

8,076.42

Profit/Loss before Tax

Provision for Tax:

Current tax
Deferred tax
Profit/ Loss after Tax

Other comprehensive Income /Loss

4,927.74

2,135.76

4,827.26

2,161.62

1,154.91

469.71

1,171.98

491.89

1,11.09

70.58

1,595.47

91.59

65.56

1,604.17

3661.75

3,563.69

(a) Remeasurement of defined employee benefit plans

(3.86)

(1.46)

(3.50)

(1.75)

(b) Tax impact on items that will not be reclassified to
profit or loss

0.97

0.37

0.85

0.37

(c) Items that will be reclassified to profit or loss
Exchange differences on translation of financial
statements of foreign operations, net

(29.59)

Total comprehensive income for the year

3658.86

1,594.38

3,531.45

1,602.79

Earnings per equity shares

1. Basic (I)

2. Diluted (I)

44.73

19.91

43.51

19.81

44.58

19.91

43.37

19.81

The Board of Directors of your Company reviews the affairs of its
subsidiary companies regularly. In accordance with the provisions of
Section 129(3) & Section 133 of the Companies Act, 2013 ("the Act"),
read with the Companies (Accounts) Rules, 2014 and other relevant
provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as
amended the Company has prepared Consolidated Financial
Statements including requisite details of its subsidiaries and joint venture.

3. Dividend:

Considering the remarkable business growth and strong financial
numbers for FY 2025-26 and in line with the Dividend Distribution
Policy of the Company your Board of Directors are pleased to
recommend a dividend of I 2.50/- (Rupees Two and fifty paise
only) per share of face value I 5/- each at the rate of 50% on
the equity shares of the Company. If declared at the ensuing 19th
Annual General Meeting ('AGM'), the total dividend outgo for
FY 2025-26 would amount to I 204.68 million (Previous year:
I 122.80 million). The proposed dividend is subject to approval
of shareholders in the ensuing Annual General Meeting of the
Company. The dividend would be payable to all shareholders
whose names appear in the Register of Members and the list of
beneficial owners furnished by the National Securities Depository
Limited and the Central Depository Services (India) Limited as
on the Record date i.e. Thursday, September 17, 2026. Final
Dividend once approved by members shall be disbursed within
30 days of the approval and the date of disbursement shall be
communicated in advance to the Stock Exchanges, BSE Limited
and National Stock Exchange of India Limited.

Dividend Distribution Policy:

I n terms of regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations") the Company has formulated a
Dividend Distribution Policy and is uploaded on Company's
website and the link for the same is
https://backend.
acutaas.com/resources/investor/dividend-distribution-poli
cv-1773207064505 -1774941263584.pdf

Unpaid / Unclaimed Dividend:

In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor
Education and Protection Fund (Awareness and Protection of
Investors) Rules, 2001, there was no instance of unpaid /
unclaimed dividends to be transferred during the Financial Year
under review to the Investor Education and Protection Fund. The
list of shareholders whose dividend has remained unclaimed /
unpaid during the previous four years of dividend declared has
been uploaded on the website of the Company at
https://acutaas.
com/investor/shareholder-information?tab=dividend-history

4. Change in nature of Business:

During the financial year under review, there has been no change
in the nature of business of the Company. Company continues to
operate in the segment of Custom synthesis and manufacturing
of Speciality Chemicals having application in Pharmaceuticals
API and others speciality chemicals industries such as cosmetics,
fine chemicals, agrochemical industries, semiconductor and
battery chemicals.

5. Transfer to General Reserves:

During the financial year under review, your Company has not
transferred any amount to General Reserve.

6. Changes in Subsidiaries, Joint
Ventures and Associate Companies:

Pursuant to the rebranding initiative undertaken by your company,
Acutaas Chemicals Limited, the names of Company's wholly
owned subsidiaries have also been changed to align with the new
corporate identity of the Holding Company. Accordingly,
'Baba
Advance Materials Limited'
was renamed as 'Acutaas
Advance Material Limited'
with effect from July 17, 2025,
and
'Ami Organics Electrolytes Private Limited' was
renamed as
'Acutaas Chemicals Electrolytes Private
Limited'
with effect from July 28, 2025.

As on March 31, 2026, your Company has following subsidiaries,
joint venture and partnership entities:

• Acutaas Advance Material Limited (formerly known as Baba
Advance Materials Limited) - Wholly Owned Subsidiary;

• Acutaas Chemicals Electrolytes Private Limited (formerly
known as Ami Organics Electrolytes Private Limited) - Wholly
Owned Subsidiary;

• Enchem Ami Organics Private Limited - Step-down Subsidiary;

• Indichem Inc. - Step-down Subsidiary Company. Company's
Wholly owned subsidiary Acutaas Advance Material Limited
holds a 75% stake in Indichem Inc.

• Baba Fine Chemicals - Partnership firm in which company has
55% partnership rights.

• Ami Oncotheranostics LLC - Joint venture of company in USA.

Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial
statements of the Company's subsidiaries, joint venture and other
entities in the prescribed Form AOC-1 forms part of this Board's
Report and is annexed herewith as
Annexure I.

The separate financial statements of the subsidiaries are available
on the website of the Company and can be accessed at
www.
acutaas.com
at link : https://acutaas.com/investor/financial-
information?tab=financials-of-subsidiary-jv

Material Subsidiaries:

Pursuant to the provisions of Regulation 16(1 )(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), Indichem Inc. has been identified
as a Material Subsidiary of the Company based on its financial
position as on March 31, 2026. The classification was approved
by the Board of Directors of Company on April 30, 2026. The
Policy on Material Subsidiary has been posted on the website
of the Company at the following link:
https://backend.acutaas.
com/resources/investor/1 0.policy-for-determining-%C3%

A2%C2%80%C2%98material%C3%A2%C2%80%C2%99-
subsidiaries-1772708469253.pdf

7. State of Company's Affairs and
Outlook:

Business Highlights:

The year under review was marked by continued global
uncertainty, driven by trade tariff issues and conflict in the Middle
East. Some of these factors influenced the chemical industry,
however, demand across the Company's focus sectors remained
resilient, and your Company continued to navigate the evolving
business environment with agility and strategic focus.

Pharmaceuticals continued to be the largest end-use segment
for your Company, supported by strong demand for advanced
pharmaceutical intermediates and increasing contribution from
the CDMO business. India's emergence as a preferred alternative
manufacturing destination further strengthened the Company's
competitive position. The battery chemicals and semiconductor
sectors continues to offer long-term opportunities and the
Company remains focused on building capabilities to capitalize
on these growth areas.

Coming to the Company's performance, FY 2025-26 was
another milestone year, with consolidated revenue from
operations increasing to 1 13,394 million, registering a growth
of 33.0% over I 10,069 million in FY 2024-25. The Advanced
Pharmaceutical Intermediates business grew by 37.5% to 1 11,741
million, primarily driven by robust growth in the CDMO business
and steady performance of the core business. The Specialty
Chemicals business registered a growth of 8.0% and achieved
revenue of 1 1,652 million during the year. Improved product mix
and operational efficiencies led to significant margin expansion,
with EBITDA increasing to 1 4,804 million and Profit after Tax
increasing to 1 3,564 million.

As your Company enters the next phase of growth, it remains
focused on building a diversified specialty chemicals platform
catering to multiple high-growth sectors including Pharmaceutical
CDMO, Battery Chemicals and Semiconductors. The strategy
of creating multiple independent growth engines is aimed at
strengthening the Company's long-term growth prospects and
de-risking dependence on single product or industry.

The Key business highlights during the financial year 2025-26
may be summarised as under:

• During the year, your Company continued to strengthen
its position as a diversified specialty chemicals company
with presence across three high-growth verticals, namely
Advanced Pharmaceutical Intermediates, Battery Chemicals
and Semiconductor Chemicals, thereby creating multiple
independent engines for long-term growth.

• Unit-II situated at Ankleshwar, Gujarat, successfully received
Good Manufacturing Practices (GMP) certification from the
Pharmaceutical and Medical Devices Agency, Japan (PMDA),
further reinforcing the Company's commitment to quality and
regulatory compliance.

• Your Company further strengthened its semiconductor business
by forming Indichem Inc., a joint venture company with South
Korea-based J & Materials Co. Ltd., for manufacture and
supply of advanced semiconductor chemicals in South Korea

and global markets. Construction of the state-of-the-art facility
in South Korea commenced during FY 26 and is slated to be
completed in first half of FY27.

• During the year, Phase-I of the Battery Chemicals project at
Jhagadia, Gujarat, was inaugurated and commercial readiness
activities are underway. The Company currently has more than
10 products under development in battery chemicals segment.

• The state-of-the-art technology driven plant in Ankleshwar
Unit with the total reactor capacity of 442 KL dedicated for
the manufacture of advanced pharmaceutical intermediate
business with state-of-the-art fully computerised Distributed
Control System (DCS) technology was made fully operational
during FY26.

• The Company is expanding its pilot plant capabilities with
an investment of approximately 1 25 crore to support higher
project throughput from R&D activities as well as development
and Manufacturing of high-potent chemicals for High
potent APIs.

• The Company completed renewable energy projects
aggregating around 15.8 MW capacity, which contributed
to fulfill 52% of the total electricity requirements of the
Ankleshwar and Jhagadia facilities and further strengthened
the Company's sustainability initiatives.

• During the year, your Company was awarded the prestigious
EcoVadis Platinum Rating, reflecting its continued commitment
towards sustainability, responsible manufacturing and
ESG excellence.

• The Company continues to strengthen its innovation capabilities
with a team of over 130 R&D professionals, including more
than 30 PhDs, and a strong intellectual property portfolio
comprising 29 process patents, including 10 granted patents,
9 published patents and 10 patents under publication

Financial Highlights of the Company:

During the financial year under review i.e. FY 2025-26, your
Company continued its strong growth momentum by achieving
revenue from operations of 1 13,394 million, representing a
growth of 33.0% year-on-year as compared to revenue from
operations of I 10,069 million in FY 2024-25.

The growth was primarily driven by robust performance of the
core Advance Pharma Intermediates business, which recorded a
growth of 37.5% on a year-on-year basis, whereas the Specialty
Chemicals business registered a growth of 8.0% over the
previous year.

Key financial highlights on consolidated results of operations are
summarized below:

• Revenue from operations for FY 2025-26 stood at
113,394 million, registering a growth of 33.0% over I 10,069
million in FY 2024-25.

• EBITDA for FY 2025-26 stood at 1 4,804 million, registering
a growth of 107.0% over 1 2,321 million in FY 2024-25.

• Profit after tax (PAT) for FY 2025-26 stood at 1 3,564
million as against 1 1,604 million in FY 2024-25, registering
a growth of 122.2% year-on-year.

• EBITDA margin improved to 35.9% during FY 2025-26 as
compared to 23.0% in FY 2024-25.

• PAT margin improved to 26.6% during FY 2025-26 as
compared to 15.9% in FY 2024-25

• Exports contributed approximately 77% of total revenue,
while domestic business accounted for 23% during the year.

Financial Highlight of wholly owned
Subsidiaries:

During the year under review, Acutaas Chemicals Electrolytes
Private Limited (formerly known as Ami Organics Electrolytes
Private Limited), a wholly owned subsidiary of the Company,
recorded revenue from operations of I 0.19 million and incurred
a loss after tax of I 37.31 million during FY 2025-26 as against
revenue from operations of I 1.54 million and loss after tax of
I 14.65 million in FY 2024-25. During the year, the subsidiary
completed Phase-I of its battery chemicals facility. The business
has received encouraging customer validations and possesses a
strong pipeline of products, which is expected to support gradual
scale-up of operations from the financial year 2026-27 onwards.

Acutaas Advance Material Limited (formerly known as Baba
Advance Materials Limited), a wholly owned subsidiary of the
Company, had nil revenue from operations during FY 2025-26
and incurred a loss after tax of I 21.19 million as compared to
revenue from operations of 3.00 million and profit after tax of I
0.04 million during FY 2024-25. During the year, the subsidiary
strengthened its capital structure and continued to pursue strategic
investments in the semiconductor chemicals business through
Indichem Inc., its joint venture with J & Materials Co. Ltd., South
Korea. The project is under implementation and is expected to
contribute to the future growth of the semiconductor business.

Financial Highlights of Subsidiary Baba
Fine Chemicals:

During the year under review, Baba Fine Chemicals, a partnership
firm and subsidiary of the Company, recorded total income of
I 163.60 million and profit after tax of I 32.51 million as
compared to total income of I 175.55 million and profit after
tax of I 37.87 million during FY 2024-25. The decline in revenue
was primarily attributable to subdued demand from certain
key customers. During the year, the firm continued to focus on
expanding its product offerings and marketing initiatives in the
niche photoresist chemicals segment. In line with the Group's
strategy of strengthening its semiconductor chemicals business,
Baba Fine Chemicals is actively pursuing opportunities in new
geographies and developing advanced and allied products.

8. Internal Financial Controls:

Company has established adequate Internal Financial Controls
over financial reporting, which are designed to ensure that
transactions are properly authorised, accurately recorded, and
reported in a timely manner. These controls provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with applicable
accounting standards and regulatory requirements.

Company has implemented well-defined standard operating
procedures, policies and control frameworks to support

effective and efficient business operations. Functional heads
are responsible for ensuring compliance with applicable laws,
regulations, and internal policies and procedures. The Company
continuously monitors changes in Accounting Standards, the
Companies Act, and other relevant regulatory requirements,
and accordingly strengthens its systems, processes, and financial
controls to ensure ongoing compliance and robust governance.

9. Material Changes and commitments:

Save as mentioned elsewhere in this Report and a capex
committment of upto I 2120 million made by the Board at its
meeting held on August 22, 2026, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company
on 31st March, 2026 and the date of this Report.

10. Deposits:

Company has neither accepted nor renewed any deposits during
the year under review to which the provisions of the Companies
(Acceptance of Deposits) Rules 2014 applies.

11. Loans, Guarantees or Investments
made under Section 186 of the
Companies Act, 2013:

Pursuant to the approval of Audit Committee and Board of
Directors, Company has granted loan amounting to I 71.45 million
to its wholly owned subsidiary company, Acutaas Chemicals
Electrolytes Private Limited for its working capital needs and its
business purpose and I 1407 million loan to Acutaas Advance
Material Limited for the purpose of investment and establishment
of manufacturing facility in South Korea through the joint venture
company namely Indichem Inc. Except this, there were no loans
or guarantees given by the Company under Section 186 of the
Companies Act, 2013 during the year under review.

During the year Company has made investment of an amount
aggregating to I 499.99 million by subscribing to 30,48,780
equity shares of Rs 10/- each, at a premium of I 154/- per share
by way of rights issue of Acutaas Advance Material Limited,
wholly owned subsidiary company.

12. Share Capital:

As on 31st March 2026, the authorized share capital of the
Company is I 500 million comprising of 100 million equity shares
of I 5/- (Rupees Five only) each. The paid-up Equity share capital
of Company as on 31st March, 2026 is I 40,93,55,610/- divided
into 8,1 8,71,122 equity shares of I 5/- (Rupees Five only) each.

During the financial year of review, your Company successfully
implemented the sub-division/split of 1 (One) equity share of face
value of I 10/- (Rupees Ten Only) each fully paid up, into 2 (Two)
Equity Shares of the Company of face value of I 5/- (Rupees
Five Only) each fully paid up, vide approval of shareholders
obtained through special resolution passed on March 26, 2025
. As on the record date of April 25, 2025 fixed for the purpose of
credit of shares subsequent to sub-division/split, all the eligible
shareholders were credited shares in the ratio of two equity shares
for every single shares held by them in their respective demat
accounts held with Depositories.

The Company's equity shares are listed at BSE Limited and the
National Stock Exchange of India Limited. The listing fees for
the financial year 2026-27 have been paid. The stock code of
the Company at BSE Limited is 543349 and the Symbol at the
National Stock Exchange of India Limited is ACUTAAS.

a. Buy Back of Securities:

Company has not bought back any of its securities during
the year under review.

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during
the year under review.

c. Bonus Shares:

Company has not issued any bonus shares during the year
under review.

d. Employees Stock Option Plan:

Your Company implemented Acutaas Chemicals Employees
Stock Option Scheme 2023 ("ESOS 2023") pursuant to
the approval of the shareholders on June 4, 2023. During
the financial year under review, the Nomination and
Remuneration Committee ("NRC") on December 22, 2025
granted 3,25,009 stock options under Category II Grant
of ESOS 2023 to eligible employees of the Company. The
options were granted at an exercise price of I 305 per
option and comprise both time-based and performance-
based vesting components. For further information please
refer
Annexure VI of this Report.

The ESOS 2023 Scheme is available on the website of
company at
https://backend.acutaas.com/resources/
investor/ami-organics-esos-2023-1773206907230.pdf

e. Fresh Issue of Shares:

During the financial year 2025-26 except the issue and
allottment of 2,200 equity shares of company, upon
excercise of options by an employee (Option Grantee)
of company, no fresh issue of shares of Company
was undertaken.

f. Issue of equity shares with
differential rights as to dividend,
voting or otherwise.

Company has not issued any equity shares with differential
voting rights during the FY 2025-26.

13. Directors & Key Managerial
Personnel:

The Board of your Company comprises four Independent
Directors, including two Women Independent Directors, namely
Mr. Girikrishna Maniar, Mr. Hetal Gandhi, Mrs. Richa Goyal and
Dr. Anita Bandyopadhyay, who provide independent oversight
and guidance to the management.

Pursuant to the approval of members obtained at the 18th Annual
General Meeting held on September 25, 2025 Mr. Nareshkumar
R. Patel, Chairman & Managing Director, Mr. Chetankumar C.

Vaghasia, Whole Time Director, Mr. Virendranath Mishra, Whole
Time Director, Mr. Hetal M. Gandhi, Independent Director and
Mrs. Richa M. Goyal, Independent Directors were re-appointed
for another term of five consecutive years.

In accordance with the provisions of Sections 2(51) and 203 of
the Companies Act, 2013, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), the following are the Key Managerial
Personnel of the Company:

• Mr. Nareshkumar R. Patel - Chairman & Managing Director

• Mr. Chetankumar C. Vaghasia - Whole-time Director

• Mr. Virendranath Mishra - Whole-time Director

• Mr. Ram Mohan Lokhande - Whole-time Director

• Mr. Bhavin Shah - Chief Financial Officer

• Mrs. Ekta Kumari Srivastava - Company Secretary &
Compliance Officer

i) Retirement by rotation:

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013 and the Articles of Association of
the Company, Mr. Chetankumar Chhaganlal Vaghasia
(DIN: 01375540) shall retire by rotation at the ensuing
19th Annual General Meeting ("AGM") and, being eligible,
has offered himself for re-appointment. The requisite details
and brief profile of Mr. Chetankumar Chhaganlal Vaghasia,
along with the resolution seeking his re-appointment, are
provided in the Notice convening the 19th AGM. The
Board recommends his re-appointment for approval of
the Members.

During the year under review, no Director resigned from
the Board and no cessation or termination of office of any
Director took place.

14. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the
rules made thereunder, read with Schedule IV of the Act and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the Company has
adopted a structured framework for evaluating the performance
of the Board, its Committees and individual Directors. The
evaluation process takes into account various aspects of the
Board's functioning, composition, execution of specific duties and
obligations, and overall governance practices.

The Nomination and Remuneration Committee ("NRC") has
formulated appropriate criteria and a transparent mechanism
for evaluation of the performance of the Board as a whole, its
Committees, the Chairperson, Executive Directors, Non-Executive
Directors and Independent Directors.

The annual performance evaluation for the financial year under
review was carried out in a timely manner. The Independent
Directors, at their separate meeting held on March 20, 2026,
inter alia, reviewed and evaluated the performance of the Non-

Independent Directors and the Board as a whole. The Board
also carried out an annual evaluation of its own performance,
the performance of individual Directors and the effectiveness
of its Committees, namely, the Audit Committee, Nomination
and Remuneration Committee, Risk Management Committee,
Corporate Social Responsibility Committee and Stakeholders'
Relationship Committee.

The evaluation framework, inter alia, considered the
following parameters:

(i) Participation and contribution in the meetings of the Board
and its Committees;

(ii) Relationship and interaction with fellow Directors and
the management;

(iii) Knowledge, skills and competencies, including
understanding of duties and responsibilities, industry
knowledge, ability to provide constructive inputs and
openness to diverse perspectives;

(iv) Personal attributes, including adherence to high standards
of ethics, integrity and corporate values; and

(v) Strategic guidance and contribution towards the Company's
growth, business performance and long-term objectives.

Outcome of Evaluation:

Based on the evaluation carried out, the Board expressed
satisfaction with its overall functioning and that of its Committees.
The Board observed that the Committees were functioning
effectively and were discharging their responsibilities in
accordance with their respective terms of reference and
applicable statutory requirements. The Board was also satisfied
with the active participation and valuable contributions made by
the Directors in their individual capacities, which have contributed
positively to the Company's governance and performance.

15. Declaration by Independent Directors:

Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and Regulation 16(1 )(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"). The Independent Directors have
also confirmed that they have complied with and shall continue
to abide by the Code for Independent Directors prescribed under
Schedule IV to the Act.

All the Independent Directors of the Company have registered
themselves with the Independent Directors' Data Bank maintained
by the Indian Institute of Corporate Affairs ("IICA") and have
either successfully completed or are exempt from the online
proficiency self-assessment test, as applicable. Further, in the
opinion of the Board, all the Independent Directors possess the
requisite integrity, expertise and experience, including proficiency,
required to effectively discharge their duties and responsibilities.
During the year under review, there was no change in the
circumstances affecting the status of any Independent Director
as an Independent Director of the Company.

Familiarisation Program for Independent
Directors:

The Company has in place a familiarisation programme for its
Independent Directors with an objective to apprise and update
them on their roles, responsibilities, rights and duties under
the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable
laws, as well as to provide insights into the business operations,
industry developments and overall functioning and performance
of the Company. The details of the familiarisation programme
and the policy in this regard are available on the website of the
Company at
www.acutaas.comat https://acutaas.com/investor/
disclosure-under-reg-46-of-sebi-lodr?tab=familiarization-
programme-imparted-to-independent-directors

16. Related Parties Transactions:

All related party transactions, arrangements and contracts
entered into by the Company during the financial year 2025-26
were undertaken in the ordinary course of business and on an
arm's length basis, in compliance with the applicable provisions
of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Such transactions
were entered into pursuant to omnibus approvals granted by the
Audit Committee or with the prior approval of the Audit Committee
and/or the Board, as applicable. Pursuant to the SEBI Master
Circular dated January 30, 2026, SEBI circular No. SEBI/
HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated 14 February
2025 read with Circular No. SEBI/HO/CFD/CFD-PoD-2/P/
CIR/2025/93 dated June 26, 2025, issued by the Securities
and Exchange Board of India (SEBI) titled Industry Standards
on "Minimum information to be provided to the Audit Committee
and Shareholders for approval of Related Party Transactions"
all prescribed information relevant for decision making were
provided to the Audit Committee.

During the year under review, Company has not entered into any
materially significant related party transactions which could have
a potential conflict with the interests of the Company at large. The
details of related party transactions, as required under Indian
Accounting Standard (Ind AS) 24 - Related Party Disclosures,
are disclosed in the notes forming part of the standalone and
consolidated financial statements included in this Annual Report.

Further, pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
particulars of contracts or arrangements with related parties in

Form AOC-2 are annexed to this Report as Annexure II.

The Company's Related Party Transactions Policy appears on its
website at
www.acutaas.comlink https://backend.acutaas.com/
resources/investor/32.-policy-on-dealing-with-related-party-
transactions-1785906655636.pdf

17. Corporate Governance:

Your Company is committed to maintaining the highest standards
of corporate governance and transparency. Sound corporate
governance principles constitute the foundation of Acutaas

Chemicals Limited's business philosophy and are reflected
through the Company's Code of Conduct, Corporate Governance
Guidelines, charters of various Board Committees and disclosure
policies. These practices are aimed at enhancing stakeholder
value and ensuring accountability, integrity and ethical business
conduct across the organization.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section
on Corporate Governance, together with a certificate from
M/s. Kashyap Shah & Co., Company Secretaries, confirming
compliance with the conditions of Corporate Governance as
stipulated under the Listing Regulations, forms an integral part of
this Annual Report.

18. Business Responsibility &
Sustainability Report:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company
has prepared the Business Responsibility and Sustainability
Report ("BRSR") under the BRSR Core Framework prescribed by
SEBI, which provides disclosures on Environmental, Social and
Governance ("ESG") parameters for top 500 companies by
market capitalisation. The BRSR Core captures the Company's
performance against the nine principles of the National
Guidelines on Responsible Business Conduct ("NGBRC") and
contains disclosures under both the Essential Indicators and
Leadership Indicators prescribed thereunder. The BRSR forms an
integral part of this Annual Report and is also available on the
website of the Company. i.e.
https://acutaas.com/sustainability

19. Management Discussion and Analysis
(MDA):

Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report for the financial year under
review, as prescribed under the said Regulations, is presented in a
separate section and forms an integral part of this Annual Report.

20. Vigil Mechanism & Whistle Blower
Policy:

Pursuant to the provisions of Sections 177(9) and 177(10) of the
Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has established a Vigil Mechanism for
Directors and employees to report genuine concerns and
instances of unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct. During the year of
review no such instance was reported under the vigil mechanism
and whistle blower framework.

The framework and reporting mechanism under the Vigil
Mechanism and Whistle Blower Policy are periodically
communicated to and updated for Directors and employees
to ensure awareness and effective implementation. The Vigil
Mechanism and Whistle Blower Policy is available on the website

of the Company athttps://backend.acutaas.com/resources/
investor/7.details-of-establishment-of-vigil-mechanism-and-
whistle-blower-policy-1772708144926.pdf

21. Board Meetings:

During the financial year 2025-26, nine (9) meetings of the
Board of Directors were held. The details of the Board Meetings,
including attendance of Directors, are provided in the Corporate
Governance Report, which forms an integral part of this Annual
Report. The gap between any two consecutive meetings did
not exceed 120 days, as prescribed under the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

22. Committees of Board:

In compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has constituted the
following Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Corporate Social Responsibility Committee; and

• Risk Management Committee.

In addition to the aforesaid statutory committees, the Board has
also constituted ESG Committee, QIP Committee and Finance
Committee as voluntary committees to facilitate effective
governance and oversight.

During the financial year under review, all recommendations
made by the Committees were accepted and approved by the
Board. The composition, terms of reference and meetings of the
Committees are in conformity with the applicable provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A detailed note on
the composition of the Board and its Committees, including their
terms of reference, is provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.

23. Risk Management

Risk management is an integral part of the Company's business
and governance framework. The Company has established a
robust risk management framework for identification, assessment,
prioritization and mitigation of risks and for monitoring the overall
risk environment. Pursuant to Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Board has constituted a Risk Management Committee to oversee
the implementation and monitoring of the risk management
framework and to review the adequacy and effectiveness of risk
mitigation measures.

The Company has adopted a comprehensive Risk Governance
Framework comprising the following:

(i) Risk Management Committee

The Risk Management Committee oversees the
implementation of the Company's risk management
framework and provides strategic guidance for effective
management of risks across the organization. The
Committee periodically reviews key risks and reports to the
Board. The composition of the Committee is in accordance
with the applicable provisions of the SEBI Listing Regulations
and includes at least one Independent Director.

(ii) Chief Risk Officer (CRO)

The Chief Risk Officer, appointed by the Risk Management
Committee, facilitates the implementation of the risk
management framework through a decentralized approach
and provides support and guidance across the organization
for effective risk identification, assessment and mitigation.

(iii) Three Lines of Defence

The Company follows the "Three Lines of Defence" model
to ensure effective governance and internal controls:

• First Line of Defence: Comprises functional owners
across the organization, including the Managing
Director, Executive Directors, Key Managerial Personnel,
Senior Management Personnel and Functional Heads,
who are responsible for managing risks within their
respective areas of operation.

• Second Line of Defence: Comprises the Chief
Compliance Officer and the Chief Risk Officer,
who independently facilitate compliance and risk
management processes through guidance, monitoring
and support without participating in day-to¬
day operations.

• Third Line of Defence: Comprises the Internal
Auditors, who independently assess the adequacy and
effectiveness of internal controls and risk management
processes and report their observations to the
Audit Committee.

(iv) Risk Champions / Risk Coordinators
(RC Group)

To promote a decentralized and effective risk management
culture, the Company has designated Risk Champions / Risk
Coordinators from various functions. Under the guidance of
the Chief Risk Officer and the respective Functional Heads,
these officials are responsible for driving risk management
initiatives within their functional areas and ensuring timely
identification and mitigation of risks.

24. Business Continuity Plan:

The Company has established a comprehensive Business
Continuity Plan ("BCP") to ensure continuity of critical business
processes and minimize operational disruptions arising from
unforeseen events or emergencies. The BCP provides a structured
framework for maintaining essential operations and facilitating
timely recovery with minimal impact on the Company's business,
customers and stakeholders.

The Company also has a Disaster Recovery Plan in place
to support restoration of critical systems and infrastructure.
Periodic testing and review of the Business Continuity Plan and
Disaster Recovery Plan are undertaken to assess their adequacy,
effectiveness and compatibility with the Company's operational
requirements, thereby ensuring preparedness and resilience in
responding to potential disruptions.

25. Risk Management Policy:

The Company has adopted a comprehensive Risk Management
Policy with an objective to strengthen resilience, support
sustainable growth and promote sound corporate governance
in compliance with the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company recognizes that timely identification, assessment
and mitigation of risks are essential to:

• safeguard the interests of shareholders and other stakeholders;

• achieve its strategic and business objectives; and

• enable sustainable growth and long-term value creation.

The risk management framework encompasses identification,
assessment, mitigation, monitoring and reporting of risks. The Risk
Management Policy has been integrated into the Company's day-
to-day operations and facilitates proactive management of risks
across various business functions.

The key risks identified by the Company include, inter alia, industry
risk, business and operational risk, management risk, financial
risk, market risk, regulatory and compliance risk, liquidity risk
and technology risk. Appropriate mitigation measures have
been devised and are periodically reviewed to address these
risks effectively.

The risk management policy is available at the website of
Company at
www.acutaas.comat the link:https://backend.
acutaas.com/resources/investor/risk-management-
policv-
m-1773207428398.pdf

26. Nomination and Remuneration Policy:

The Company has in place a Nomination and Remuneration
Policy, which, inter alia, provides for the criteria for appointment,
remuneration and evaluation of Directors, Key Managerial
Personnel and Senior Management Personnel. The Policy
entrusts the Nomination and Remuneration Committee with the
responsibility to, among other things: (i) formulate the criteria for
determining qualifications, positive attributes and independence
of Directors and recommend an appropriate mix of Executive
and Non-Executive Directors on the Board; (ii) recommend
remuneration policies and compensation packages for Directors,
Key Managerial Personnel and Senior Management Personnel;
and (iii) lay down an effective framework for evaluation of the
performance of the Board, its Committees and individual Directors.

The salient features of the Nomination and Remuneration
Policy, together with the key highlights thereof, are set out in the
Corporate Governance Report, which forms an integral part of

this Annual Report. The Policy is also available on the website of
the Company at
www.acutaas.comat the link: https://backend.
acutaas.com/resources/investor/nomination%2C-remuneration-
policy-1773207250753.pdf

27. Employee Stock Options:

The Company grants share-based benefits to eligible employees
with a view to attracting and retaining talent, aligning individual
performance with the Company's objectives and fostering greater
participation in the long-term growth of the Company. With this
objective, the Company has implemented the Ami Organics
Employee Stock Option Scheme, 2023 (
"ESOS 2023") in
accordance with the provisions of the Companies Act, 2013 and
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. During the financial year under review, the
Nomination and Remuneration Committee granted 3,25,009
stock options to eligible employees under Category II of ESOS
2023 at an exercise price of I 305/- per option. The options
comprise both time-based and performance-based vesting
components and are exercisable within a period of two years
from the date of vesting. Pursuant to the sub-division of equity
shares in the ratio of 1:2, the number of options available under
Category II of ESOS 2023 was proportionately adjusted from
3,34,370 options to 6,68,740 options. Other than the aforesaid
adjustment, there was no variation in the terms of the Scheme
during the year.

The details of options granted, vested, exercised and lapsed
during FY 2025-26 and up to the date of this Board's Report
and other particulars as required under the Companies Act, 2013
and the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 are set out in
Annexure VI forming part of
this Board's Report.

28. Remuneration of Directors, Key
Managerial Personnel and Senior
Management:

The remuneration paid to the Directors, Key Managerial Personnel
and Senior Management is in accordance with the Nomination
and Remuneration Policy formulated in accordance with Section
178 of the Act and Regulation 19 read with Schedule II of the
Listing Regulations. Further details on the same are given in the
Corporate Governance Report which forms part of this Annual
Report. The information required under Section 197 of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of directors and
employees of the Company is set out in
Annexure III & IV
to this Report. Further, the Managing Director and Whole-time
Directors of the Company have not received any remuneration or
commission from any of its subsidiary Companies.

Disclosures of remuneration as required under Section 197(12)
of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part
of this Report. Having regard to the provisions of the second
proviso to Section 136(1) of the Act the Annual Report excluding
the aforesaid information is being sent to the members of the

Company. Any member interested in obtaining such information
may address their email to
investorinfo@acutaas.com.

During the year under review, none of the Non-Executive Directors
of the Company had any material pecuniary relationship or
transactions with the Company, other than sitting fees, payment
of commission and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board/Committee of
the Company.

29. Corporate Social Responsibility (CSR):

During the financial year 2025-26, Company has spent I
28.81 million towards CSR expenditure. The CSR initiatives of
the Company were under the thrust area of education, health
& hygiene, women empowerment, enhancing vocational skills,
environment, health & sanitation and rural development. Company
implemented its CSR activities both directly and through various
NGOs as implementing agencies. The CSR Policy of the Company
is available on the website of the Company at
www.acutaas.com
at the the linkhttps://backend.acutaas.com/resources/investor/
csr-policy-1773207006243.pdf

The Company's CSR Policy statement and annual report on the
CSR activities undertaken during the financial year ended 31st
March, 2026, in accordance with Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014
is set out in
Annexure V to this Report.

30. Board Diversity:

Your Company recognizes and values the importance of Board
diversity as an essential element for sustainable growth and
effective corporate governance. The Company believes that a
diverse Board brings a broad range of perspectives, experiences,
skills and insights, which enhances the quality of decision-making
and strengthens the Company's competitive position. The Board
comprises members with diverse backgrounds and expertise
across various domains, including the chemical industry, finance,
global business, leadership, information technology, mergers
and acquisitions, corporate governance, sales and marketing,
Environmental, Social and Governance (ESG), risk management
and people management. Diversity in terms of age, gender,
experience, knowledge, ethnicity, culture and geographical
background further contributes to fostering balanced and
informed deliberations. The Board Diversity Policy adopted by
the Company sets out the framework and approach for promoting
diversity on the Board and ensuring an optimum combination of
skills, expertise and experience to effectively discharge the Board's
responsibilities.. The policy is available on our website, at
www.
acutaas.com
at the link https://backend.acutaas.com/resources/
investor/policy-for-board-diversity-(1)-1773207351664.pdf

31. Director's Responsibility Statement:

I n accordance with the provisions of Section 134(5) of the
Companies Act, 2013 the Board hereby submit its responsibility
statement for the year ended on March 31, 2026:

i. That in the preparation of the annual accounts, the
applicable accounting standards had been followed along
with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies
and applied them consistently and made judgements and
estimates that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the
company for the year under review;

iii. That the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the annual accounts on
a going concern basis and the directors, had laid down
internal financial controls to be followed by the company
and that such internal financial controls are adequate and
were operating effectively.

v. That the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

32. AUDITORS:

Statutory Auditors:

The Company's statutory auditors M/s. Maheshwari & Co.,
Chartered Accountants, bearing (ICAI Registration Number:
105834W) have been reappointed as statutory auditor of the
company for a period of five years starting from the Annual
General Meeting held for FY 2024-25 till Annual General
Meeting to be held for FY 2028-29. The Statutory Auditors have
issued Audit Reports with unmodified opinion on the Standalone
and Consolidated Financial Statements of the Company for
the year ended 31st March, 2026. The Notes on the Financials
Statement referred to in the Audit Report are self-explanatory and
therefore, do not call for any further explanation or comments
from the Board under Section 134(3) (f) of the Companies Act,
2013. The report of the Statutory Auditors of the Company forms
part of the annual report.

During the year under review, the statutory auditors have not
reported to the Audit Committee under section 143(12) of the
Companies Act, 2013, any instance of fraud committed against
the Company by its officers of employees, the details of which
would need to be mentioned in the Board Report

Cost Auditors:

Maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies
Act, 2013, are applicable to the Company and accordingly such
records are being maintained. M/s Chirag Vallabhbhai Vekariya,
Cost Accountant has been appointed as Cost Auditors of the
Company for the conduct of Cost Audit for the FY 2026-27. In
terms of the provisions of Section 148(3) of the Act, read with Rule
14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the

remuneration payable to the Cost Auditor is required to be ratified
by the Members, accordingly, a resolution seeking ratification by
the Members for the remuneration is listed in the 19th AGM Notice
as Special Business. The Cost Audit report for the FY 2024-25 was
obtained from the Cost Auditors and e Form CRA 4 was filed to
the Ministry of Corporate Affairs on time. The Cost Audit Report
for the Financial Year ended 31st March, 2026 will be filed in
due course.

Internal Auditors:

The Company has in place an adequate internal audit framework
to monitor the efficacy of internal controls with the objective of
providing to the Audit Committee and the Board of Directors,
an independent and reasonable assurance on the adequacy
and effectiveness of the organization's risk management,
internal control and governance processes. The framework
is commensurate with the nature of the business, size, scale
and complexity of its operations with a risk based internal
audit approach.

For the FY 2025-26, Company appointed M/s K.C. Mehta &
Co. LLP as the Internal Auditors for conducting Internal audit of
systems and processes, providing of observations, impact and
recommendation to strengthen the internal control framework
and advise on internal control process gaps of the company.
The Internal Auditors submit report to the Audit Committee on
quarterly basis. Several recommendations were received from
the Internal Auditors and all of them were compiled by the
management during the FY 2025-26. Company has reappointed
M/s K.C. Mehta & Co. LLP as the Internal Auditors for conducting
Internal audit of the company for FY 2026-27

Secretarial Auditors:

Members at the 18th AGM appointed M/s KSPS & Co. LLP,
Practicing Company Secretaries (LLPIN-ABC-4707) as Secretarial
Auditors of the Company, for a term of five(5) consecutive years,
to hold office from the financial year 2025-26 till the financial
year 2029-30. Accordingly M/s KSPS & Co.LLP have conducted
secretarial audit for the financial year 2025-26. The secretarial
audit report for the financial year ended March 31, 2026 is
annexed herewith marked as Annexure VII to this report.

Additionally, in line with SEBI Circular dated February 8, 2019,
an Annual Secretarial Compliance Report confirming compliance
with all applicable SEBI Regulations, Circulars and Guidelines by
the Company was issued by the Secretarial Auditors and filed with
the Stock Exchanges within sixty days of the end of FY 2025-26. It
is annexed to this report as Annexure VIII. The Secretarial Audit

Report and/or Secretarial Compliance Report does not contain
any qualification, reservation or adverse remark. The remarks, if
any, mentioned in the reports are self-explanatory.

33. Compliance of applicable secretarial
standards:

During the year of review, Company has complied with the
applicable provisions of Secretarial Standards (I & II) issued by
the Institute of Company Secretaries of India and approved by
the Central Government under section 118(10) of the Companies

Act, 2013.

34. Code for Prevention of Insider
Trading:

Your Company's Board has, effective from June 10, 2025 revised
and adopted a Code of Conduct to regulate, monitor and report
trading by designated persons and their immediate relatives as
per the requirements under the amended Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be followed
by designated persons while trading/ dealing in Company's
shares and sharing Unpublished Price Sensitive Information
(
"UPSI"). The Code covers Company's obligation to maintain
a digital database, mechanism for prevention of insider trading
and handling of UPSI, and the process to familiarize with the
sensitivity of UPSI. Further, it also includes code for practices
and procedures for fair disclosure of UPSI which has been made
available on the Company's website at
www.acutaas.comat the
link https://backend.acutaas.com/resources/investor/acutaas
policy-and-procedure-in-case-of-leak-of-upsi-1787974367357.
pdfDuring the year of review two cases of violation of insider
trading regulations by designated persons were identified and
appropriate action was taken by the Audit Committee as per
Company's Code of Conduct and the action taken report was
submitted to Stock Exchanges.

35. Disclosure under the Sexual
Harassment of Women at workplace
(Prevention of, Prohibition and
Redressal) Act, 2013.

Your Company is committed to providing a safe, secure and
inclusive work environment and has in place a Policy on Prevention
of Sexual Harassment at Workplace in accordance with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (
"POSH
Act"
). The Policy is applicable to all employees, including
permanent, contractual, temporary employees and trainees. In
compliance with the provisions of the POSH Act, the Company
has constituted Internal Committees at all its business locations,
comprising both male and female employees, with a reputed
woman legal professional serving as the External Member.
The Internal Committees are entrusted with the responsibility of
addressing complaints and ensuring adherence to the provisions
of the POSH Act.

The Company periodically conducts awareness programmes
and workshops to sensitize employees on prevention of sexual
harassment and to promote a respectful workplace culture. In
addition, regular interaction sessions are organized with women
employees. The Annual Reports under the POSH Act have been
duly submitted to the respective District Officers, as applicable.
During the financial year 2025-26, no complaints pertaining
to sexual harassment were received under the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and, accordingly, no
complaints were pending or disposed of during the year.:

Sexual
harassment
complaints
received during
the year

Number of such
complaints
disposed of
during the year

Number of
cases pending
for a period
exceeding ninety
days.

Nil

Nil

Nil

36. Conservation of Energy, Technology
Absorption and Foreign Earnings and
Outgo:

[Pursuant Section 134(3)(M) of the Companies Act, 2013 Read
with Rule 8(3) of the Companies (Accounts) Rules, 2014]

Conservation of Energy:

Company continues to focus on improving energy efficiency,
optimizing resource consumption and reducing its environmental
footprint across its manufacturing units and R&D facility. Various
key performance indicators, including energy consumption,
specific energy consumption and energy costs, are monitored
periodically to identify opportunities for improving operational
efficiency and reducing energy consumptionCompany continues
to focus on improving energy efficiency, optimizing resource
consumption and reducing its environmental footprint across its
manufacturing units and R&D facility. During the FY 2025-26, total
52% of the electricity requirements of Ankleshwar and Jhagadia
facilities were met through solar generation, thus substantially
saving the energy usage of company. The above measures have
resulted in less consumption of power, fuel and coal, ultimately
resulting in savings in the cost of production.

During the FY26 Company successfully commissioned additional
5MW capacity Solar Power Project at at Vahelam, District
Bharuch making the total installed capacity of solar power plant
to 15.8 MW. During the year of review the installed solar power
plant contributed to meet 52% of the electricity requirements of
the Ankleshwar and Jhagadia unit. Company has undertaken
Energy Audits in its plants to identify excess energy consumption
and intends to reduce the same to the best possible extent. Your
Company continues to strive to improve operational efficiency
in its operations for conservation of energy and optimization of
resource consumption.

i) Steps taken for conservation of energy As mentioned above:

ii) To improve the operational efficiencies, following steps have
been taken for conservation of energy:

• Commissioned total 15.8 MW solar power plant in
Narmada & Bharuch districts, of Gujarat leading to
green energy generation.

• VFDs were installed in the Brine Plant screw compressor
motors, Chilling Plant and Brine Plant utility pump
motors, Hot Water System and Scrubber Plant blower
motor (ID Fan). These initiatives are estimated to result
in electricity savings ranging from approximately
5% to 15%, depending upon the equipment and
operating conditions.

• At the R&D Centre and ADL laboratory, 11 split inverter
AC units aggregating approximately 13 TR were
installed as standby cooling arrangements against the
existing approximately 38 TR HVAC system. The split
inverter AC system consumes approximately 120 kWh/
day compared with approximately 600 kWh/day for
the HVAC system for the corresponding requirement,
resulting in significant potential for reduction in
electricity consumption

• Lightly loaded motors operating below 50% load were
converted from delta to star connection, resulting in
estimated electricity savings of approximately 3% to 5%.

• Separate rotary switches were installed for mezzanine-
area lighting in Block-01, Block-02 and Block-03 at
Unit-II, enabling selective operation of lighting based
on actual area utilization and avoiding unnecessary
electricity consumption.

• Installed temperature sensor connected to DCS system
whereby motor stops automatically when set temperature
is reached.

• A temperature interlock for the cooling tower fan has
been integrated into the DCS system to ensure efficient
and automated operation resulting in energy saving.

• Overflow interlock system installed using level switch to
prevent water wastage and ensure efficient operations.

• Condensate water re-used in Cooling Tower and FBC
boiler as Feed water resulting in reduction of water
consumption by approximately 30KL per day in Unit 3.

iii) The steps taken by the Company for utilising alternate
sources of energy.

With the successful commissioning of 15.8 MW solar
power project, Company has made substantial progress
in reducing dependence on conventional power sources
and moving towards a cleaner, and more sustainable
energy portfolio.

The newly commissioned solar plant is operating smoothly
and is contributing towards annual cost savings by
meeting around 52% of the electricity requirements for the
Company's Ankleshwar and Jhagadia units in Gujarat. In
addition to the 10.8 MW plant, The additional 5 MW solar
power plant, now operational is expected to fulfil substantial
electricity needs of the Sachin unit of Surat, Gujarat. These
combined efforts ensure that majority of the company's
present electricity requirements across its key facilities are
met through renewable energy sources.

iv) The capital investment on energy conservation equipment's:
During the FY 2025-26 around I 159.52 million was
invested for installation of Solar Power Project.

Technology absorption:

i) Efforts, in brief, made towards technology absorption.
Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import
substitution, etc

Our Company's focus has been to develop cost effective
processes for manufacturing our products. We have
developed significant expertise in chemistry and series
of molecules which is evident by the grant of 10 process
patents to Company. Additionally, nine of our process
patents have been published and we have filed applications
for ten more process patents (in respect of intermediates
used in the manufacture of generic API across therapeutic
segments). Through indigenous in-house R&D company
focuses to develop continuous process technologies in
place of batch process that creates significant reduction
in energy consumption, less process times. Technological
innovation is also simultaneously focused on Safety, health
& environmental issues. During the year Company focused
its R&D efforts on development of new products, process
improvement of its existing products, recovery of products
from pollutants. Leveraging the robust R&D expertise of our
scientists company has developed several new products
using the indigenous technology.

ii) The benefits derived are like product improvement, cost
reduction, product development or import substitution etc.

With the adoption of new technology the benefits derived
are increase inyield, solvent recovery, replacement of
hazardous alternatives, reduction in timelines of the reaction
process, proportionate reduction in cost of manufacturing
and reduction in power consumption. Resultantly Company
has increased yield of various products, decreased
consumption of raw materials, decreased consumption
charge of solvent in products, recovered few products from
pollutants for its various products.

Other benefits derived are reduced chemical waste, lower
resource consumption, Lower carbon footprint, reduced
energy use, and improved manufacturing efficiency.

iii) In case of imported technology (imported during the last 3
years reckoned from the beginning of the financial year),
following information may be furnished:

During the FY 2025-26 Company has not imported any
technology and hence not applicable

(i) th e expenditure incurred on Research

and Development.

Expenditure incurred on Research and Development:

Particulars

2025-26

2024-25

Revenue Expenditure

175.93

132.60

Capital Expenditure

51.72

35.40

Foreign Exchange Earnings and Outgo:

Particulars

2025-26

2024-25

Foreign Exchange

2,675.99

2488.99

Outflows

Foreign Exchange

9,683.37

6629.88

Inflows

37. Disclosure in respect of scheme
formulated under section 67(3) of the
Companies act, 2013:

During the financial year under review, the Company has not
formulated any scheme for the benefit of employees pursuant to
the provisions of Section 67(3) of the Companies Act, 2013.

38. Disclosures pursuant to section 197
(14) of the Companies act, 2013:

During the financial year under review, none of the Directors
of the Company received any commission from any of its
subsidiary companies.

39. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company
for the financial year 2024-25 is available on the website of
the Company at
https://acutaas.com/investor/main-annual-
report?tab=annual-returns.

40. Awards and Recognitions:

The year gone by has been a remarkable year for the company.
Company was conferred with the following prestigious
awards/recognitions :

i. Your Company has been awarded the prestigious EcoVadis
Platinum Accreditation, placing it among the top-rated
companies globally for sustainability performance and
reaffirming its commitment towards environmental, social
and governance (ESG) excellence.

ii. Your Company's Unit-II situated at Ankleshwar, Gujarat,
received Good Manufacturing Practice (GMP) certification
from PMDA, Japan, further strengthening its regulatory
credentials and expanding its presence in highly regulated
international markets.

iii. Your Company successfully implemented a comprehensive
Value System Framework during September 2025,
reinforcing its commitment to fostering a culture built on
integrity, accountability, collaboration and excellence and
aligning employees with the Company's long-term vision
and values.

iv. Your Company successfully completed the SA8000:2014
surveillance audit during July 2025 without any major non¬
conformities, reaffirming its commitment to ethical labour
practices, social accountability and adherence to globally
accepted standards.

v. The Company's Ankleshwar manufacturing facility
successfully completed the Pharmaceutical Supply Chain
Initiative (PSCI) audit during July 2025, demonstrating
adherence to global best practices relating to ethics, labour
standards, health and safety, environmental stewardship
and responsible business practices.

vi. Mr. Nareshkumar R. Patel, Founder and Chairman &
Managing Director of your Company, was featured among
"
Hurun India's Top 200 Self-Made Entrepreneurs
of the Millennia 2025",
recognizing his entrepreneurial
leadership and contribution to the Indian chemical industry.

vii. Your Company continues to be member of the United
Nations Global Compact (UNGC) and signatory to the
Climate Neutral Now Initiative assuring our commitment
to minimizing climate-related risks and the environmental
impact of our operations.

viii. Your Company has been awarded the Responsible Care
certification, demonstrating its unwavering commitment
to the highest standards of health, safety, environmental
protection and sustainable manufacturing practices.
The certification reflects the Company's dedication to
responsible operations, continuous improvement and
adherence to globally recognized principles for the
chemical industry.

ix. Your Company has been recognized as a Great Place
to Work Certified organization, reflecting the strong
culture of trust, collaboration, employee engagement and
inclusivity fostered across the organization. This recognition
underscores the Company's commitment to creating a
workplace where employees feel respected, valued
and empowered, and reinforces its focus on continuous
improvement and people-centric growth.

41. Other Disclosures :

i. Significant and Material Order passed
by the Regulators/ Courts:

No significant and material order was passed by any
of the Regulators or courts or tribunals in respect of any
litigation involving the Company or impacting the going
concern status and company's operations in future during
the financial year 2025-26.

ii. Disclosure under the Insolvency and
Bankruptcy Code, 2016:

During the year under review, no application has been
made or any proceeding is pending under the Insolvency
and Bankruptcy Code, 2016 during the year.

iii. Disclosure on one-time settlement
with Banks or Financial Institutions:

During the financial year under review, the Company has
not entered into any one-time settlement with any Bank
or Financial Institution. Accordingly, the requirement to
disclose the difference between the amount of valuation
done at the time of one-time settlement and the valuation
undertaken while availing loans from Banks or Financial
Institutions is not applicable.

iv Statement on Maternity Benefit
Compliance:

Your company confirms that it has complied / continues
to comply with the provisions of the Maternity Benefit Act,
1961 to provide for maternity and other specified benefits
to its women workforce which aims to support working
women and promote gender equality and a family-friendly
work culture.

42. Human Resources:

The Board places on record its sincere appreciation for the
dedication, commitment, and valuable contributions of all
employees across every level of the organization. Every employee,
irrespective of their role or level of responsibility, has played an
integral part in the Company's continued growth and success.

During the year under review, the Company maintained cordial
and harmonious industrial and employee relations across all
its operations. The management continued to implement a
structured performance appraisal system and conducted periodic
training and development programmes to enhance employee
competencies. The Company remains committed to recognizing
and rewarding merit and performance through a fair and
transparent performance management framework.

As on March 31, 2026, Company had a total workforce of 1,007
employees on its rolls, comprising 973 male 34 female employees
and permanent workers, and nil transgender employees.

During the year Company successfully completed the Responsible
Care Audit and received the RC 14001 certification across all
its units reflecting company's continued commitment to strict
Environmental, Health, Safety, and Security (EHS&S) standards
focused on responsible operations, safety, sustainability, and
environmental stewardship.

The Human Resources team organized several learning and
development initiatives, including workshops, safety training
programmes, policy refresher sessions, training on Prevention
of Sexual Harassment (POSH), Environmental, Social and
Governance (ESG), and sustainability practices. The Company
also conducted regular health and wellness camps to promote
the physical and mental well-being of its employees.

The Company continues to provide nutritious meals free of cost
to all permanent and contractual employees and workers across
its three manufacturing units. In addition, various employee

engagement initiatives such as cultural programmes, yoga
sessions, sports tournaments, blood donation camps, periodic
medical check-ups, health and wellness sessions, and skill
development programmes led by industry experts were organized
during the year. These initiatives are aimed at fostering a healthy,
inclusive, and engaging work environment while enhancing
employee skills, motivation, and overall well-being..

43. Cautionary Statement

Certain statements contained in this Directors' Report , Annual
Report and the Management Discussion and Analysis Report
relating to the Company's objectives, projections, estimates,
expectations, or forecasts may constitute "forward-looking
statements" within the meaning of applicable securities laws and
regulations. These statements are based on the assumptions,
expectations, and estimates of the management as on the date
of this Report and are subject to various risks, uncertainties, and
other factors that may cause actual results, performance, or
achievements to differ materially from those expressed or implied
in such statements.

Factors that could cause actual results to differ materially include,
among others, the availability and prices of raw materials,
cyclical demand and pricing trends in the Company's key markets,
changes in government policies and regulations, taxation laws
and regimes, economic conditions in India and other countries in
which the Company operates, competitive market dynamics, and
other factors beyond the Company's control.

The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required under
applicable laws or regulations.

44. Acknowledgment:

The Board of Directors places on record its sincere gratitude and
appreciation to all its business partners, employees, bankers,
financial institutions, business associates, consultants, Central
and State Governments, regulatory and statutory authorities, and
all other stakeholders for their continued support, guidance, and
cooperation extended to the Company.

The Board also conveys its heartfelt appreciation to the Company's
shareholders, valued customers, suppliers and other business
partners for their continued trust, confidence, commitment, and
unwavering support, which have significantly contributed to the
Company's growth and success.

On behalf of the Board
For
Acutaas Chemicals Limited

Sd/-

Nareshkumar R. Patel

Chairman & Managing Director
DIN: 00906232

Date : August 22, 2026
Place : Surat