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To The Members,
Actuates Chemicals Limited
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 FY 2025-26 |
Standalone FY 2024-25 |
Consolidated FY 2025-26 |
Consolidated FY 2024-25 |
| Revenue from Operations |
13,237.92 |
9,898.35 |
13,393.67 |
10,068.75 |
| Other Income |
458.79 |
183.36 |
415.85 |
169.29 |
| Total Revenue |
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 |
4,927.74 |
2,135.76 |
4,827.26 |
2,161.62 |
| Provision for Tax: Current tax |
1,154.91 |
469.71 |
1,171.98 |
491.89 |
| Deferred tax |
1,111.09 |
70.58 |
91.59 |
65.56 |
| Profit/Loss after Tax |
3,661.75 |
1,595.47 |
3,563.69 |
1,604.17 |
| Other comprehensive Income /Loss (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 |
3,658.86 |
1,594.38 |
3,531.45 |
1,602.79 |
| Earnings per equity shares 1. Basic (?) |
44.73 |
19.91 |
43.51 |
19.81 |
| 2. Diluted (?) |
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 ?2.50/- (Rupees Two and fifty paise
only) per share of face value ?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 ?204.68 million (Previous year: ?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:
In 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.acutaa.com/resources/investor/dividend-distribution-policy-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://acutaa.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,
Acutaa 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 "Acutaa Advance Material
Limited" with effect from July 17, 2025, and "Ami Organics Electrolytes Private
Limited" was renamed as "Acutaa 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:
- Acutaa Advance Material Limited (formerly known as Baba Advance Materials Limited) -
Wholly Owned Subsidiary;
- Acutaa 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 Acutaa
Advance Material Limited holds a 75% stake in Indichem Inc.
- Baba Fine Chemicals - Partnership firm in which company has 55% partnership rights.
- Ami Oncohematronics 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.acutaa.com at link:
https://acutaa.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.acutaa.com/resources/investor/10.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 ?13,394 million, registering
a growth of 33.0% over ?10,069 million in FY 2024-25. The Advanced Pharmaceutical
Intermediates business grew by 37.5% to ?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 ?1,652 million during the
year. Improved product mix and operational efficiencies led to significant margin
expansion, with EBITDA increasing to ?4,804 million and Profit after Tax increasing to
?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 FY26 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 ?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 ?13,394
million, representing a growth of 33.0% year-on-year as compared to revenue from
operations of ?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 ?13,394 million, registering a growth of
33.0% over ?10,069 million in FY 2024-25.
- EBITDA for FY 2025-26 stood at ?4,804 million, registering a growth of 107.0% over
?2,321 million in FY 2024-25.
- Profit after tax (PAT) for FY 2025-26 stood at ?3,564 million as against ?1,604 million
in FY 2024-25, registering a growth of 122.2% year-on-year.
- EBITDA margin improved to 35.9% by 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 ?0.19 million and incurred
a loss after tax of ?37.31 million during FY 2025-26 as against revenue from operations of
?1.54 million and loss after tax of ?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 ?21.19 million as compared
to revenue from operations of ?3.00 million and profit after tax of ?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 ?163.60 million and profit after
tax of ?32.51 million as compared to total income of ?175.55 million and profit after tax
of ?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 commitment of
upto ?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 ?71.45 million to its wholly owned subsidiary
company, Acutaas Chemicals Electrolytes Private Limited for its working capital needs and
its business purpose and ?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
?499.99 million by subscribing to 30,48,780 equity shares of Rs 10/- each, at a premium of
?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
?500 million comprising of 100 million equity shares of ?5/- (Rupees Five only) each. The
paid-up Equity Share capital of Company as on 31st March, 2026 is ?40,93,55,610/- divided
into 8,18,71,122 equity shares of ?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 ?10/- (Rupees
Ten Only) each fully paid up, into 2 (Two) Equity Shares of the Company of face value of
?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 share
held by them in their respective demat accounts held with Depositories.
2025-26
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 Acutas 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 ?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.acutas.com/resources/investor/ami-organics-esos-2023-1773206907230.pdf
e. Fresh Issue of Shares:
During the financial year 2025-26 except the issue and allotment of
2,200 equity shares of company, upon exercise 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.acutas.com at
https://acutas.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.acutas.com link
https://backend.acutas.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 Acutas 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.
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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://acutas.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 at
https://backend.acutas.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:
Page 18
- 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.com at the link:
https://backend.acutaas.com/resources/investor/risk-management-policy-(1)-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.acutas.com at the link:
https://backend.acutas.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 ?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@acutas.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 ?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.acutas.com at the link
https://backend.acutas.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.acutas.com at the
link
https://backend.acutas.com/resources/investor/policy-for-board-diversity-(1)-1773207351664.pdf
31. Director's Responsibility Statement:
In 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:
- 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 Financial 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.acutags.com at the link
https://backend.acutags.com/resources/investor/acutags-policy-and-procedure-in-case-of-leak-of-upsi-1782794367357.pdf
During 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
consumption.
During the FY 2025-26, total 52% of the electricity requirements of
Ankleshwar and Jhadgadia 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 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
Jhadgadia 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.
Steps taken for conservation of energy:
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-11, 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.
ii) 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 ?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
in yield, 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) the expenditure incurred on Research and Development.
Expenditure incurred on Research and Development: (Amount in ? Million)
| 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 Outflows |
2,675.99 |
2,488.99 |
| Foreign Exchange Inflows |
9,683.37 |
6,629.88 |
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://acutas.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 nonconformities, 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 and 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. Acknowledgement:
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 Auctaas Chemicals Limited |
| Sd/- |
| Nareshkumar R. Patel |
| Chairman & Managing Director |
| DIN: 00906232 |
|