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 athttps://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.comat 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 athttps://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 toinvestorinfo@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.comat 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 athttps://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
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