Your Directors are pleased to present the nineteenth (19^th) 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 31^st 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 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 19^th
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 31^st 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 31^st 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 31^st 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 18^th 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
19^th 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 19^th AGM. The
Board recommends his re-appointment for approval of
the Members.

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

14. Board Evaluation:

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

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

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

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

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

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

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

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

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

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

Outcome of Evaluation:

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

15. Declaration by Independent Directors:

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

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

Familiarisation Program for Independent
Directors:

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

16. Related Parties Transactions:

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

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

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

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

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

17. Corporate Governance:

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

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

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

18. Business Responsibility &
Sustainability Report:

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

19. Management Discussion and Analysis
(MDA):

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

20. Vigil Mechanism & Whistle Blower
Policy:

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

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

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

21. Board Meetings:

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

22. Committees of Board:

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

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders'' Relationship Committee;

• Corporate Social Responsibility Committee; and

• Risk Management Committee.

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

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

23. Risk Management

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

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

(i) Risk Management Committee

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

(ii) Chief Risk Officer (CRO)

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

(iii) Three Lines of Defence

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

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

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

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

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

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

24. Business Continuity Plan:

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

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

25. Risk Management Policy:

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

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

• safeguard the interests of shareholders and other stakeholders;

• achieve its strategic and business objectives; and

• enable sustainable growth and long-term value creation.

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

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

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

26. Nomination and Remuneration Policy:

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

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

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

27. Employee Stock Options:

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

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

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

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

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

Company. Any member interested in obtaining such information
may address their email to[email protected].

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 31^st
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 31^st 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 19^th 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 31^st 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 18^th 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.:

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:

Foreign Exchange Earnings and Outgo:

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

Your Directors are pleased to present the eighteenth (18^th) 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 31^st March, 2025.

1. Corporate Overview and General Information:

Your Company is a research and development ("R&D") driven
manufacturer of speciality chemicals focused towards the
development and manufacturing of advanced pharmaceutical
intermediates ("Pharma Intermediates") for regulated and
generic active pharmaceutical ingredients ("APIs") and
chemicals for New Chemical Entities ("NCE"), and other

specialty chemicals including parabens and paraben
formulations, methyl salicylate, semiconductor chemicals,
battery chemicals and niche key starting materials ("KSM") for
cosmetics, fine chemicals and agrochemical industries.

Recently your Company has successfully completed, rebranding
and name change activity with required approvals obtained
from members and Regulators like Ministry of Corporate affairs,
Stock Exchanges and others. The objective of rebranding is
to help eliminate any potential confusion among stakeholders
and establish a unique, globally recognizable identity, thus
presenting an opportunity to realign and clearly articulate your
company''s evolving vision, mission, and strategic objectives.

3. Dividend:

For FY 2024-25, in line with the Dividend Distribution Policy
of the Company the Board of Directors have recommended a
dividend of Rs. 1.50/- per share of face value Rs. 5/- each at the
rate of 30% on the ordinary shares of the Company. If declared
at the ensuing 18^th Annual General Meeting (''AGM''), the total
dividend outgo during FY 2025-26 would amount to 122.80
million (Previous year: 122.78 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. September 18, 2025. 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://www.acutaas.com/static/uploadfiles/
downloads/download 8312.pdf?20250808092427

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 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 three years of dividend declared has been uploaded on
the website of the Company at https://www.acutaas.com/unpaid-
dividend-status.html

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. As part of endeavour to expand capabilities, during the
FY 2024-25 your Company raised funds amounting to Rs. 5,000
million for the purpose of growth and expansion of the electrolytes
additives projects, solar power projects and to repay debt.

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:

To align with the rebranding strategy of the holding company "Acutaas
Chemicals Limited", Company''s wholly owned subsidiaries have
also undergone name change from "Baba Advance Materials Limited"
to "Acutaas Advance Material Limited" w.e.f July 17 2025 and
"Ami Organics Electrolytes Private Limited" to "Acutaas Chemicals
Electrolytes Private Limited" w.e.f July 28, 2025.

During the FY 2024-25, your company''s subsidiary company -
Acutaas Chemicals Electrolytes Private Limited (Formerly known
as Ami Organics Electrolytes Private Limited) incorporated a

new Wholly owned subsidiary company namely "Enchem Ami
Organics Private Limited". having certificate of incorporation
dated June 6, 2024. Your Company has other subsidiaries
namely "Acutaas Advance Material Limited" (wholly owned
subsidiary and formerly known as Baba Advance Materials
Limited) and "Baba Fine Chemicals" (partnership firm). Pursuant
to the provisions of Section 129(3) of the Companies Act, 2013
(''the Act''), a statement containing salient features of the financial
statements of subsidiaries, joint venture and associate''s companies
in Form AOC-1 is attached Annexure I to the Board Report.

The separate financial statements of the subsidiaries are available on
the website of the Company and can be accessed at www.acutaas.
com at link : https://www.acutaas.com/financials-results.html

Material Subsidiaries:

At present, none of the subsidiaries of the Company have been
identified as material subsidiary in terms of the provisions of
Regulation 16(1 )(c) of the SEBI Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The Policy on Material Subsidiary has been posted on the
website of the Company at the following link: https://www.
acutaas.com/static/uploadfiles/downloads/download 3264.
pdf?20250808092824

7. State of Company''s Affairs and Outlook:
Business Highlights:

The year was marked by continued global uncertainty, driven by
geopolitical shifts and evolving trade dynamics. These factors
influenced the chemicals industry, leading to fluctuations in raw
material costs and product pricing.

Pharmaceuticals remained your company''s largest end-use
segment, with steady demand for intermediates and a rise in
CMO/CDMO business. India''s growing role as an alternative
manufacturing hub further strengthened your company''s position.
In battery chemicals, while EV demand moderated and capacity
expansions were delayed, increased focus on supply chain
diversification opened new opportunities, which your company
is well-placed to capture. The semiconductor sector showed
mixed trends—strong growth in AI and data centre applications
contrasted with weaker demand in legacy segments. Our strategic
initiatives in key Asian markets gained encouraging traction.

Despite macroeconomic headwinds, demand across your
company''s focus industries remained resilient, and your company
navigated the year with agility and preparedness.

Coming to your Company''s performance for the year FY 25
marked a landmark year as your company crossed the milestone of
Rs. 10,000 million revenue threshold on consolidated basis to
deliver revenue from operations of INR 10,069 million which is
40.3% growth over FY24. Advanced Pharmaceutical Intermediates
business for the year grew by 50.4% to INR 8,540 million. This was
driven by ramp of CDMO business as well as steady growth in core
business. The speciality chemical business grew by 2.2% on Y-o-Y
basis to reach at revenue of Rs. 1,529 million driven by strong
growth in commodity chemicals which was offset by degrowth in
Baba Fine Chemicals.

As your company crossed a big milestone in its journey and enter
a new phase of growth in FY25, the need for a distinct and future-
ready brand identity became increasingly evident. The identity
which shared vision to build a diversified specialty chemicals
company, serving various industries such as pharmaceutical,
semiconductor, battery chemicals, petroleum, agrochemicals,
cosmetics and preservatives. To support this transformation, the
strategic decision to rename the company from "Ami Organics

Limited" to "Acutaas Chemicals Limited" was undertaken with the
full support of our valued members and stakeholders in 2025.

The Key business highlights during the financial year 2024-25 may
be summarised as under:

• Successfully concluded Good Manufacturing Practices (GMP)
inspection by Pharmaceutical and Medical Devices Agency,
Japan (PMDA) without any critical/major observation, and the
agency has further issued Inspection Result Report declaring
the Sachin Facility as a Good Manufacturing Practices
(GMP) compliant.

• Successfully raised Rs. 5000 million through QIP and Preferential
allotment to deleverage bank borrowings and support capex for
electrolytes and solar power project.

• Company successfully commissioned a 10.8 megawatt solar
plant in Narmada district, Gujarat. This newly commissioned
solar plant is projected to deliver substantial annual cost savings
by meeting substantial electricity requirement of our company''s
Ankleshwar and Jhagadia units in Gujarat. In addition to 10.8
megawatt power plant another 5 megawatts solar power
project in Bharuch district has been successfully commissioned
recently which will fulfil electricity need of Sachin unit, Gujarat.

• Company''s Board has approved the capex for new pilot plant
facility at Sachin unit, Surat. The pilot plant will help expedite
scaling up of new products as well as manufacturing of high
potent chemicals and the new products under CRAM''s model.

• 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 is now fully operational.

• Your company received the Gold Medal accreditation by
EcoVadis in FY25. Despite being in the chemical manufacturing
industry, your Company remains committed on the ESG goal,
propelled by an intensified focus on green chemistry and green
initiatives. This commitment underscores our proactive approach
to environmental responsibility and sustainability.

• During the year, your Company received process patents for its
one invention in the pharma intermediates business. Company
now boasts a robust portfolio of 10 (ten) process patents and 5
(five) of our process patents have been published and we have
filed applications for seven more process patents (in respect of
intermediates used in the manufacture of generic API across
therapeutic segments)..

• Ongoing capital expenditure for electrolyte additives business
at Jhagadia site is on track which is scheduled to commence
production by the end of FY 26.

Financial Highlights of the Company:

During the financial year of review i.e. FY 2024-25 your company
continued its strong growth momentum by achieving revenue from
operations of over Rs. 10,069 million, representing a growth of
40.3% year-over-year when compared to last year revenue from
operations of INR 7,175 million.

This was driven by robust growth in core Advance Pharma
Intermediate business with 50.4% growth year-on-year, whereas
specialty chemical business grew by 2.2% on year-on-year basis.

Key financial highlights on consolidated results of our operations
as are under:

• Revenue from operations for FY25 grew by 40.3% YoY to Rs.
10,069 million as compared to Rs. 7,175 million in FY 24.

• EBITDA for the FY 25 was Rs. 2321 million, up 80.6% Y-o-Y.

• Profit after tax for FY 25 was at Rs. 1,604 million, which was
almost double when compared to Rs. 808 million, the adjusted
PAT for the same period last year.

• Export for the year was at 74%, whereas domestic business was
at 26%.

Financial Highlight of wholly owned
Subsidiaries:

During the year of review Acutaas Chemicals Electrolytes Private
Limited (Formerly Ami Organics Electrolytes Private Limited )
wholly owned subsidiary, earned total revenue from operations
amounting to Rs. 1.54 million while incurring losses amounting to
Rs. 14.65 million in FY25 as compared to nil revenue and loss of
Rs. 4.46 million in the previous FY24. Company has commenced
commercial operations for electrolyte additives business, with
firm orders in hand, which is expected to start ramping up from
FY26 onwards.

Acutaas Advance Material Limited (Formerly Baba Advance
Materials Limited) was incorporated on September 13, 2023
as wholly owned subsidiary of Acutaas Chemicals Limited.
The Company''s business operation is in progress and the total
revenue from operations registered for the FY 25 was at Rs. 3
million contributing net profit of Rs. 0.04 million as compared to
revenue of Rs. 7.33 million and profit of of Rs. 1.51 million in the
previous FY24.

Financial Highlights of Subsidiary Baba Fine
Chemicals :

During the FY25 Baba Fine Chemicals registered a total income
of Rs. 175.55 million as compared to Rs. 302.54 million in FY24
whereas profit after tax registered to Rs. 37.87 million as compared
to 131.89 million during the corresponding period. The revenue
of Baba Fine Chemicals registered a decline during the FY25
on account of sluggish demand of its product from key supplier.
However the firm is revamping its marketing strategies to promote
the products of Baba Fine Chemicals to other geographies and
develop allied products in the niche photo resistant speciality
chemicals space. The business will see steady organic growth
in the coming years, as new clients for existing products in new
geographies or new products are onboarded.

8. Internal Financial Controls:

The Company has adequate Internal Financial Controls System
over financial reporting which ensures that all transactions are
authorised, recorded, and reported correctly in a timely manner.
The Company''s Internal Financial Controls over financial reporting
provides reasonable assurance over the integrity of financial
statements of the Company.

The Company has laid down standard operating procedures,
policies and procedures to guide the operations of the business.
Functional heads are responsible to ensure compliance with all
laws and regulations and also with the policies and procedures laid
down by the management. The Company tracks all amendments to
Accounting Standards, the Companies Act and makes changes to
the underlying systems, processes and financial controls to ensure
adherence to the same.

9. Material Changes and commitments:

Your Company''s Board of Directors as on April 16, 2025 approved
the change in the name of the Company from "Ami Organics
Limited" to "Acutaas Chemicals Limited" and the consequent
alterations to the Memorandum of Association and the Articles
of Association of the Company. Members of the Company at the
Extra-ordinary General Meeting No. 01/2025-26 held on May
10, 2025 approved the change in the name of the company and

pursuant to the receipt of Fresh Certificate of Incorporation from
the Registrar of Companies, Ministry of Corporate Affairs, name of
the Company changed from "Ami Organics Limited" to "Acutaas
Chemicals Limited", with effect from May 15, 2025.

Your Company''s Board of Directors upon the approval of the Audit
Committee, has approved the additional equity investment in its
wholly owned subsidiary company, Acutaas Advance Material
Limited (formerly known as Baba Advance Materials Limited)
up to an amount not exceeding Rs 49.99 crores by subscribing
to 30,48,780 equity shares of Rs 10/- each, at a premium of
Rs. 154/- per share by way of rights issue of Acutaas Advance
Material Limited and further investment not exceeding Rs. 150
crores by way of loan or equity subscription or mix of both, in one
or more tranches in the wholly owned subsidiary of the Company,
for the purpose of establishment of manufacturing facility in South
Korea through joint venture company.

Save as mentioned elsewhere in this Report, 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 31^st March, 2025 and the date of this Report.

10. Deposits:

The 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:

The Company has granted loan from internal accruals amounting
to Rs. 5.75 million to its wholly owned subsidiary company,
Acutaas Chemicals Electrolytes Private Limited and Rs. 7 million
loan to Acutaas Advance Material Limited to be used for their
business purpose. Except this, there were no loans or guarantees
given by the Company under Section 1 86 of the Companies Act,
2013 during the year under review. During the year Company has
not made investment in share capital of its subsidiary companies
or any other company.

12. Share Capital:

During the financial year of review, shareholders as on March 26,
2025 approved the sub-division/ split of 1 (One) equity share of the
Company of the face value of Rs. 10/- (Rupees Ten Only) each fully
paid up, into 2 (Two) Equity Shares of the Company of face value
of Rs. 5/- (Rupees Five Only) each fully paid up and the consequent
alteration in the Capital Clause (Clause V) to the Memorandum of
Association of the Company vide postal ballot notice dated February
21, 2025 conducted through remote e-voting.

As on 31^st March 2025, the authorized share capital of the
Company is Rs. 500 million comprising of 100 million equity
shares of Rs. 5/- (Rupees Five only) each. The paid up Equity share
capital of Company as on 31^st March, 2025 is Rs. 40,93,44,610/-
divided into 8,18,68,922 equity shares of Rs. 5/- (Rupees Five
only) each. The Company''s equity shares are listed at BSE Limited
and the National Stock Exchange of India Limited. The listing
fees of Stock Exchanges for the financial year 2025-26 has 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:

Company implemented Ami Organics Employees stock
Option Scheme 2023 ("ESOS 2023") upon the approval
of shareholders on June 4, 2023. Company granted 30,000
options under Category 1 Grant of the scheme to its eligible
employees on July 15, 2023 upon the recommendation of
Nomination and Remuneration Committee (''NRC") and
Board. During the year of review out of 30,000 options that
were granted, 28,900 options vested to the employees after
one year of such grant i.e on July 15, 2024. Accordingly all
the 28,900 options that had vested to the option grantees
were allotted to them. The lapsed options numbering 1,100
options were re-granted to one of the eligible employee on
August 12, 2024 to vest after one year of grant. Considering
the sub-division / split of face value of shares in the ratio
1:2, such options granted stands adjusted to 2200 options
at the exercise price of Rs. 50 per shares as per decision of
the Nomination and Remuneration Committee. The ESOS
2023 Scheme is available on the website of Company at
https://www.acutaas.com/static/uploadfiles/downloads/

download 1179.pdf?20230705051708

e. Fresh Issue of Shares:

During the FY 2024-25, Company issued 7,99,193 equity
shares of face value of Rs. 10/- (Rupees Ten only) each at
an issue price of Rs. 1,240/- (Rupees Twelve Hundred Forty
only) per equity share on Preferential Basis to selected non¬
promoter Institutional Investors through Preferential Issue.

During the FY 2024-25, Company issued 32,25,806
equity shares of face value of Rs. 10/- (Rupees Ten only)
each at an issue price of Rs. 1,240/- (Rupees Twelve
Hundred Forty only) per equity share on Preferential Basis
to non-promoter Institutional Investors through Qualified
Institutional Placement.

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 2024-25.

13. Directors & Key Managerial Personnel:

Company has 4 (four) Independent Directors (including two Women
Independent Director), namely, Mr. Girikrishna Maniar, Mr. Hetal
Gandhi, Mrs. Richa Goyal and Dr. Anita Bandyopadhyay.

Key Managerial Personnel: Mr. Nareshkumar R. Patel - Chairman
& Managing Director, Mr. Chetankumar C. Vaghasia -Whole
Time Director, Mr. Virendra Nath Mishra - Whole time Director,
Mr. Ram Mohan Lokhande- Whole Time Director, Mr. Bhavin
Shah - Chief Financial Officer (CFO) and Mrs. Ekta Kumari
Srivastava - Company Secretary & Compliance Officer are
the Key Managerial Personnel of the Company in accordance
with Sections 2(51) and 203 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment(s)
for the time being in force).

i) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act
and in terms of the Articles of Association of the Company
Mr. Nareshkumar Ramjibhai Patel (DIN: 00906232) will
retire by rotation at ensuing Annual General Meeting and
being eligible, he has offered himself to be re-appointed as
Director. The brief profile of Mr. Nareshkumar Ramjibhai Patel
and the resolution for his appointment as Director is given in
the Notice of the 18^th Annual General Meeting (AGM), The
Board proposes his reappointment to the members.

During the year of review, none of the Directors have
resigned or their office have been terminated.

14. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and rules
made thereunder and as provided under Schedule IV of the
Act and Listing Regulations, structured procedure was adopted
after taking into consideration the various aspects of the Board''s
functioning, composition of the Board and its various Committees,
execution and performance of specific duties, obligations and
governance. The performance evaluation of the Independent
Directors was completed in time. The performance evaluation of
the Chairman and the Non-Independent Directors was carried out
by the Independent Directors. The Nomination and Remuneration
Committee ("NRC") has laid down proper criteria and procedure
to evaluate and scrutinize performance of the Chairperson, each
Executive, Non-Executive and Independent Director, Board as a
whole and its Committees.

The Independent Directors at their meeting held on March 20, 2025
through discussion, evaluated the performance of non-independent
directors, The Board has carried out annual performance
evaluation of its own performance, the directors individually as
well the evaluation of the working of its Audit, Nomination &
Remuneration, Risk Management Committee, Corporate Social
Responsibility and Stakeholders'' Relationship Committee.

While evaluating the performance, the following points
were considered:

i. Participation in Board Meetings and Board
Committee Meetings.

ii. Managing relationship with other directors and management.

iii. Knowledge and Skill i.e., understanding of duties,
responsibilities, refreshment of knowledge, knowledge of
industry, ability to listen and to present their views.

i v. Personal attributes like maintain high standard of ethics

and integrity.

v. Strategic perspectives or inputs regarding future growth of
Company and its performance

Outcome of Evaluation:

The Board of the Company was satisfied with the functioning of
the Board and its Committees. The Committees are functioning
well and besides covering the Committees'' terms of reference, as
mandated by law, important issues are brought up and discussed
in the Committee meetings. The Board was also satisfied with the
contribution of Directors, in their individual capacities

15. Declaration by Independent Directors:

The Company has received declaration from all Independent
Directors that they meet the criteria of independence specified

under Section 149 of the Act, read with Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and
Regulation 16(1)(b) of SEBI Listing Regulations for holding the
position of Independent Director and that they shall abide by the
"Code for Independent Directors" as per Schedule IV of the Act.
All Independent Directors on the Board of the Company have
completed registration on Independent Director''s Data Bank and
have cleared or are exempted to clear the online proficiency test.
There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

Familiarisation Program for Independent
Directors:

The familiarisation program seeks to update the Directors on the
roles, responsibilities, rights and duties under the Act and other
statutes and about the overall functioning and performance of the
Company. The policy and details of familiarisation programme
conducted during the year is available on the website of the
Company at www.acutaas.com.

16. Related Parties Transactions:

All related party transactions/arrangements/contracts entered
into by the Company during the financial year 2024-25 were
either undertaken on the basis of omnibus approval of the Audit
Committee or with prior approval of the Audit Committee and/or
Board. All related party transactions were at arm''s length basis
and in the ordinary course of business in compliance with the
applicable provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that
may have potential conflict of interest with the Company at large.
Details of related party transactions entered into by the Company,
in terms of Ind AS-24 have been disclosed in the notes to the
standalone / consolidated financial statements forming part of
this Annual Report. Form AOC-2 pursuant to Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is set out in Annexure II to this Report.

The Company''s Related Party Transactions Policy appears on
its website at www.acutaas.com link https://www.acutaas.
com/static/uploadfiles/downloads/download 7240.
pdf?20250808093634

17. Corporate Governance:

Your Company believes in adopting best practices of corporate
governance. Corporate governance principles form the core
values of Acutaas Chemicals Limited. These guiding principles
are also articulated through the Company''s code of business
conduct, Corporate Governance Guidelines, charter of various
sub-committees and disclosure policy. As per Regulation 34 of the
Listing Regulations, a separate section on corporate governance
practices followed by your Company, together with a certificate
from M/s. Kashyap Shah & Co., Company Secretaries, on
compliance with corporate governance norms under the Listing
Regulations, forms a part of the Annual Report.

18. Business Responsibility & Sustainability Report:

Pursuant to Regulation 34(2)(f) of the Listing Regulations, your
Company provides the prescribed disclosures in new reporting
requirements on Environmental, Social and Governance ("ESG")
parameters called the Business Responsibility and Sustainability
Report ("BRSR") which includes performance against the nine
principles of the National Guidelines on Responsible Business
Conduct and the report under each principle which is divided into
essential and leadership indicators which forms part of this Annual
Report and also hosted on the website of the Company i.e https:/
acutaas.com/annual-reports.html

19. Management Discussion and Analysis (MDA):

I n compliance with Regulation 34 of SEBI Listing Regulations
Management Discussion and Analysis for the financial year under
review, as stipulated under the SEBI Listing Regulations, is presented
in a separate section, which forms a part of the Annual Report.

20. Vigil Mechanism & Whistle Blower Policy:

Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and Companies Meeting of Board and its powers
Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements), 2015, Company has constituted a
Vigil Mechanism for directors and employees to report genuine
concerns has been established. The format of reporting and the
vigil mechanism and whistle blower policy is regularly updated
to the employees and Directors. The Vigil Mechanism & Whistle
Blower Policy has been uploaded on the website of the Company
at https://acutaas.com/corporate-policies.html

21. Board Meetings:

During the F.Y. 2024-25, Ten (10) meetings of Board were held, the
details of which have been disclosed in the corporate governance
report, which forms part of the Board''s report. The maximum
interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.

22. Committees of Board:

As required under the provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 201 5, as on March 31 , 2025, the Board has the
following committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Other voluntary committees constituted by the Board are ESG
Committee, Finance Committee and QIP Committee.

During the year, all recommendations made by the committees
were approved by the Board. A detailed note on the composition
of the Board and its Committees, including its terms of reference is
provided in the Corporate Governance Report. The composition
and terms of reference of all the Committees of the Board of
Directors of the Company is in line with the provisions of the Act
and the Listing Regulations.

23. Risk Management

Risk Management is at the core of the business which provides
framework towards risk identification, analysis & prioritization of
risks, development of risk mitigation plans and reporting on the
risk environment of the Company. The Board has constituted a Risk
Management Committee as required under Regulation 21 of the
SEBI Listing Regulations to frame, implement and monitor the risk
management plan of the Company.

Risk Governance Framework is created within the Company in the
following lines :

(i) Risk Management Committee : The Committee oversees
implementation of mechanism of Operational Risk
Management and guide the organization towards that. The
Committee reports to the Board. The Committee has atleast
one independent director.

(ii) Chief Risk Officer (CRO) : CRO is appointed by the Risk
Management Committee and his role is to facilitate risk
management mechanism through decentralized approach,
providing support and guidance to the whole organization.

(iii) Three Lines of Defence : For proper Governance and control,
the organization has three lines of defence.

First line of defence include actual functional owners
throughout the organization, mainly consists of MD, Eds,
KMPs, other Senior Management and Functional Heads. The
company is run by these officials and they are supposed to
take care of risks within their own functional areas.

Second line of defence include Chief Compliance Officer,
Chief Risk Officer who facilitate compliance risk management
process through support and guidance for other functions

Third line of defence is internal auditors who reports their
observations to Audit Committee.

(iv) Risk Champions / Risk Co-ordinators (RC Group) : The
organization has appointed one official from each function,
who is responsible for carrying out risk management initiative
within their own functional area. This is under guidance of
CRO and their own functional Head. This group is called
RC- Group and is instrumental for decentralized effective
implementation of risk management mechanism.

24. Business Continuity Plan:

The Company has formulated Business Continuity Plan, which has
been designed to ensure continuity of critical processes during any
disruption. The Business Continuity Plan creates a framework within
the Company to ensure that business can continue in case of an
emergency and recover from the emergency with minimum impact
on the operations of the Company. Test of the Business Continuity Plan
and the Disaster Recovery Plan is periodically conducted to ensure
that all elements of the Plan are feasible, compatible and effective.

25. Risk Management Policy:

The Company has adopted a Risk Management Policy aimed to
ensure resilience for sustainable growth and sound corporate
governance by having a process of risk identification and
management in compliance with the provisions of the Companies
Act, 2013 and the Listing Regulations.

The Company recognizes that all emerging and identified risks
need to be managed and mitigated to

• Protect its shareholder''s and other stakeholder''s interests;

• Achieve its business objectives; and

• Enable sustainable growth.

The risk management includes identifying types of risks and
its assessment, risk handling and monitoring and reporting.
The Company has framed a sound Risk Management Policy to
identify and evaluate potential business risks and its mitigation
and the same has become integral part of Company''s day to
day operations. The key business risks identified by the Company
are as follows viz. Industry Risk, Management and Operations
Risk, Business Risks, Finance Risks, Market Risk, Regulatory risk,
Liquidity risk, and Technology risk. The Company has worked
out mitigation plans for the aforesaid risks. The risk management
policy is available at the website of Company at www.acutaas.
com at the link : https://www.acutaas.com/static/uploadfiles/
downloads/download 3425.pdf?20250808092200

26. Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, inter
alia, provides that the Nomination and Remuneration Committee
shall: (i) formulate the criteria for board membership, including
the appropriate mix of Executive & Non-Executive Directors; (ii)
approve and recommend compensation packages and policies for
Directors and Senior Management; and (iii) lay down the effective
manner of performance evaluation of the Board, its Committees
and the Directors.

The salient features of the Nomination and Remuneration Policy of
the Company along with highlights are outlined in the Corporate
Governance Report which forms part of this Report. The Policy is
also available on the website of the Company at www.acutaas.
com at the link : https://www.acutaas.com/static/uploadfiles/
downloads/download 4426.pdf?20250808094348

27. Employee Stock Options:

The Company grants share-based benefits to eligible employees
with a view to attracting and retaining the best talent, encouraging
employees to align individual performances with Company
objectives, and promoting increased participation by them in the
growth of the Company. With this in view company had introduced
the Ami Organics Employee Stock Option Scheme 2023 ("ESOS
2023 ") to issue employees stock options to the eligible employees
of Company.

The details of Options granted, exercised, vested and lapsed
during the FY 2024-25 till date of the Board Report and other
particulars as required under the Act and the SEBI (SBEB and
Sweat Equity) Regulations, in respect to the Scheme are attached
as Annexure VI to this Board 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 [email protected].

During the year under review, none of 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 2024-25, Company has spent
Rs. 19.77 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 link : https://www.acutaas.com/static/uploadfiles/
downloads/download 9254.pdf?20250808094450

The Company''s CSR Policy statement and annual report on the
CSR activities undertaken during the financial year ended 31^st
March, 2025, in accordance with Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014
(“CSR Rules") is set out in Annexure V to this Report.

30. Board Diversity:

Your Company recognizes and embraces the importance of
a diverse Board in its success. Company believes that a truly
diverse Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge and skills
including expertise in chemical industry, financial diversity,
global business, leadership, information technology, mergers and
acquisitions, Board service and governance, sales and marketing,
Environmental, Social and Governance (ESG), risk management
and cybersecurity and other domains, which will ensure that
company retains its competitive advantage. The Board Diversity
Policy adopted by the Board sets out its approach to diversity. The
policy is available on our website, at www.acutaas.com at the
link https://www.acutaas.com/static/uploadfiles/downloads/
download 388Q.pdf?20250808101920

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;

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

i i. 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;

i ii. 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;

i v. 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 2023-24 till Annual General Meeting to be
held for FY 2028-29. The first term of statutory auditors ended in the
16^th AGM and M/s. Maheshwari & Co., Chartered Accountants,
bearing (ICAI Registration Number: 105834W) were reappointed
as Statutory Auditors by the members for another term of five years
from the conclusion of the 16^th Annual General Meeting till the
conclusion of the 21^st Annual General Meeting of Company. Their
re-appointment has been done in accordance with the provisions
of the Companies Act, 2013 and rules made thereunder. Also the
statutory auditors had submitted their certificate to the effect that
they fulfil the requirements of Section 141 of the Companies Act,
2013for their reappointment.

The Statutory Auditors have issued Audit Reports with unmodified
opinion on the Standalone and Consolidated Financial Statements
of the Company for the year ended 31^st March, 2025. 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 2025-26. 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 AGM Notice as
Special Business. The Cost Audit report for the FY 2023-24 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 31^st March, 2025 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 2024-25, 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 most of them were complied by the management
during the FY 2024-25. Company has reappointed M/s K.C.
Mehta & Co. LLP as the Internal Auditors for conducting Internal
audit of the company for FY 2025-26.

Secretarial Auditors:

The Board had appointed M/s Kashyap Shah & Co., Practicing
Company Secretaries, to conduct secretarial audit for the financial
year 2024-25. The secretarial audit report for the financial year
ended March 31, 2025 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 2024¬
25. It is annexed to this report as Annexure VIII. The remarks
provided in the report are self-explanatory. The Secretarial Audit
Report and/or Secretarial Compliance Report does not contain
any qualification, reservation or adverse remark.

33. Compliance of applicable secretarial
standards:

During the year of review, Company has complied with the
applicable provisions of Secretarial Standards 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 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, effective from June 10, 2025.
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.com at the link https://www.
acutaas.com/static/uploadfiles/downloads/download 4527.
pdf?20250808094915 During the year of review no cases of
violation of insider trading regulations were reported.

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

The Company has in place Policy on Prevention of Sexual
Harassment at Workplace in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). All
employees (permanent, contractual, temporary, trainees) are
covered under this policy. Company has constituted the Internal
Complaints committee consisting of male and female employees
of Company and a reputed female lawyer as an external member
of the internal complaints committee. Three internal committees
have been constituted at all places of business locations of the
Company. Adequate workshops and awareness programmes
against sexual harassment are conducted across the organization.

Company has also submitted the Annual report under POSH Act
to the District Officer of concerned locations. Regular awareness
sessions and interaction programmes with female employees
are held.

During the year FY 2024-25, no complaints of sexual harassment
were received and disposed of under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

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:

All business units continued their efforts to improve energy usage
efficiencies. Various key performance indicators like specific
energy consumption (energy consumed per unit of product),
energy costs were continuously tracked to monitor alignment with
the Company''s overall sustainability approach. The Company is
engaged in the continuous process of further energy conservation
through improved operational and maintenance practices and
has also undertaken effective measures to minimize energy
consumption. The above measures have resulted / will result in
less consumption of power, fuel and coal, ultimately resulting in
savings in the cost of production.

During the year Company successfully commissioned 10.8 MW
capacity Solar Power Project at Pratapnagar, in the District of
Narmada, Gujarat. As on date of the Board Report additional 5
MW Solar Power Project has also been successfully commissioned
at Vahelam, District Bharuch. As a result substantial electricity
requirements of all the three units shall be met through renewable
sources. 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 to conservation
of energy and optimization of resource consumption.

i) Steps taken for conservation of energy:

ii) To improve the operational efficiencies, following steps have

been taken for conservation of energy:

- Commissioned 10.8 MW solar power plant in Narmada
District, Gujarat leading to green energy generation.

- Replaced conventional lights (CFL) into LED''s light with
improvement in LUX Level and resulting into energy
resulting saving by 35% in energy consumption for
lightings in unit 1.

- Replaced 22 non inverter AC with inverter AC''s resulting
in electricity savings by 50% in that category.

- The condensate recovery water is sent directly to the
process purpose resulting in saving of water usage in Plants.

- Installed timer in the streetlight distribution board (DB),
so the streetlights in Plant areas operate only during the
specified time ,resulting in energy savings approximately
13.8 kWh per day.

- 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.

- Vacuum pump operated through DCS sequence to
maintain efficiency and reduce frequent maintenance
at Unit 2.

- 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 projected to deliver
substantial annual cost savings by meeting majority 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 the electricity needs of the Sachin unit of
Surat, Gujarat. These combined efforts will ensure that most
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 2024-25 around Rs. 471.87 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, five of our process patents
have been published and we have filed applications for
seven 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.

During the financial year of review Company has successfully
commissioned and started commercial operation of state
of the art manufacturing facility at Ankleshwar with full
automatization of the operating process called the Direct
control systems (DCS) system. This new technology, the DCS
system works with high accuracy while providing quality
processes and helping to reduce resource usage & manpower
intervention and achieve high operational efficiency.

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

With the adoption of new technology using continuous
flow reactors the benefits derived are increase in yield,
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.

The DCS system installed at Ankleshwar unit works with high
accuracy while providing quality processes and helping
to reduce resource usage & manpower intervention and
achieve high operational 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 2024-25 Company has not imported any
technology and hence not applicable

(v) the expenditure incurred on Research and Development.
Expenditure incurred on Research and Development :

Foreign Exchange Earnings and Outgo:

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

Company has not formulated any scheme in terms of Section 67(3)
of the Companies Act, 2013 for the benefit of employees.

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

None of the Directors of the Company are in receipt of any
commission from any holding or subsidiary Company.

39. Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the

Companies (Management and administration) Rules, 2014 Annual

Return of the Company for the FY 2023-2024 has been placed at

website of the Company at https://acutaas.com/annual-return.html.

40. Awards and Recognitions:

The year gone by has been a remarkable year for the company.

Company was conferred with the following prestigious awards:

i. Your Company was assessed by the Ecovadis which
certified your company in the Gold category in the area
of environment & sustainability. Your company has now
received the Platinum accreditation by EcoVadis in
August 2025

ii. Your Company has been accredited with ISO 27001:2022
for information security management system applicable for
the operations of design & development, manufacture and
dispatch of pharmaceutical intermediates and fine chemicals
for bulk drugs, supported by the functions of it operations,
human resources (HR), administration, R&D, finance &
accounting, sales & marketing and warehouse.

iii. Your Company has been successfully evaluated and
conferred with the Social Assessment System Audit SA
8000:2014 certification underlying your company''s
continuous efforts to promote fair and decent working
conditions our commitment to treating workforce fairly and
ethically while addressing issues like ethical labor practices,
health and safety and more.

iv. Your Company was awarded with a Gold Trophy on
the theme of " Employee as Catalyst: Driving Safety for
Sustainable Development" by Quality Circle Forum of India,
Surat Chapter.

v. Your Company has been conferred with Award from Sachin
Industrial Co-Op Society Ltd. for Company''s Immense
contribution to the Trade & Industries and achieving
New Heights.

vi. Your Company has been conferred with the "Resilient Award"
by South Gujarat Chamber of Commerce and Industries
jointly with Gujarat Pollution Control Board for Outstanding
Contribution in the Category of Air Quality Management on
the occasion of the Environment Conclave 2025, CER Award
Ceremony in recognition of your company''s excellence in
Corporate Environmental Responsibility.

vii. Your Company''s Sachin Unit has received special recognition
from Confederation of Indian Industry as "CII National Best
Practices Award on Future Ready Manufacturing Unit 2025"
in the Large and Medium Enterprises category.

viii. 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.

41. Other Disclosures :

i. Statement of Deviation(s) or Variation(s)-

In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the terms of the objects
mentioned in the postal ballot notice dated April 12, 2024, in respect of Qualified Institutional Placement of 32,25,806 number of
equity shares of the Company.

Likewise there was no deviation or variation in connection with the terms of the objects mentioned in the postal ballot notice dated April
26, 2024 in respect of preferential issue of 7,99,193 number of equity shares of the Company.

The net proceeds of the QIP aggregating to Rs. 3884.30 million (net of issue expenses) was utilised in accordance with the objects
mentioned in the Notice dated April 12, 2024. As on March 31, 2025 the proceeds of the QIP issue was completely utilised as per the
objects stated in the Notice. The statement of utilisation of Issue proceeds as on March 31, 2025 is provided below:

The net proceeds of the Preferential Issue aggregating to Rs. 676.121 million was utilised during the FY 2024-25 in accordance with
the objects mentioned in the Notice dated April 26, 2024. Board of Directors vide resolution dated March 21, 2025 approved the
extension in timeline for the complete utilisation of the Preferential Issue proceed till FY 2025-26. As on March 31, 2025 the proceeds
of the preferential issue was utilised as per the objects stated in the Notice. The statement of utilisation of Issue proceeds as on March
31, 2025 is provided below:

ii. 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 previous
financial year 2024-25.

iii. 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.

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

During the year under review, no one-time settlement was
done with Banks and Financial Institutions and as such there
was no difference between amount of the valuation done at
the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions.

v. 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:

Board acknowledges the impeccable contribution of all
employees, at all levels of hierarchy, whether at lower, junior, mid
or senior levels. Each and every employee of the company is an
important factor and contributor to the growth and success story
of organization. During the period under review, the personal
and industrial relations with the employees remained cordial in all
respects. The management has carried out systematic appraisal
of performance and imparted trainings at periodic intervals. The
Company recognizes talent and has judiciously followed the
principle of rewarding performance.

As on the closure of the Financial year on March 31, 2025 the
total number of employees on roll of the company was 879 which
included 841 male and 38 females and nil transgenders.

During the year Company successfully completed the Social
Assessment System Audit SA 8000:2014 and received the
certification for its Sachin & Jhagadia units, R&D & warehouse.
HR team conducted several workshops, safety related trainings,
policies refresher trainings, health and wellness camps, POSH,
ESG & sustainability trainings to the employees. Company
continues to provide free meals to all the employees and workers
including permanent and contractual workers at all the three units
of Company. During the year several cultural activities, yoga
trainings, sports tournaments, blood donation camps, health &
well being sessions from industry experts, for the employees were
successfully organized to keep up the employees skills, knowledge
motivation and zeal.

43. Cautionary Statement

Statements in this Directors'' Report and Management Discussion
and Analysis Report describing the Company''s objectives,
projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that
could make difference to the Company''s operations include raw
material availability and its prices, cyclical demand and pricing
in the Company''s principal markets, changes in Government
regulations, Tax regimes, economic developments within India
and the countries in which the Company conducts business and
other ancillary factors.

44. Acknowledgment:

The Board takes this opportunity in expressing their gratitude and
appreciation to the various Government Authorities, Company''s
Stakeholders'', bankers, business associates, consultants for
their continued support extended to the Company. The Board
also acknowledges the continuous support received from its
shareholders, stakeholders valued customers, suppliers, and
employees of the Company.

On behalf of the Board of Directors
For Acutaas Chemicals Limited

(Formerly known as Ami Organics Limited)

Sd/-

Nareshkumar R. Patel

Date: August 29, 2025 Chairman & Managing Director

Place: Surat DIN: 00906232

 

 

1. Corporate Overview and General Information:

Your Company is a research and development (“R&D”) driven manufacturer of speciality chemicals focused towards the development and manufacturing of advanced pharmaceutical intermediates (“Pharma Intermediates”) for regulated and generic active pharmaceutical ingredients (“APIs”) and chemicals for New Chemical Entities (“NCE”), and other specialty chemicals including parabens and paraben formulations, methyl salicylate, semiconductor chemicals, electrolyte additives and niche key starting materials (“KSM”) for cosmetics, fine chemicals and agrochemical industries. The Pharma Intermediates which we manufacture, find application in certain high-growth chronic therapeutic areas including anti-depressant, anti-cancer, anti-retroviral, anti-Parkinson, and seizure disorder. We are the market leader for various key intermediates across the globe and pioneer in India outside China to spearhead the development of electrolyte additives in India.

Your Company has developed and commercialised over 550 Pharma Intermediates for generic and regulated APIs

across more than 17 key therapeutic areas since inception and chemicals for NCE, with a strong focus on R&D across select high-growth high margin chronic segment, therapeutic areas such as anti-depressant, anti-cancer, anti-retroviral, anti-Parkinson, and seizure disorder, for use across the global pharmaceutical market. Our Pharma Intermediates used for manufacturing of generic and regulated APIs and chemicals for NCEs portfolio has expanded from over 450 products as of March 31, 2022, to over 550 products as of March 31, 2024. We believe that our focus on R&D and continuous process improvement has positioned us as a preferred supplier to our customers.

As part of endeavour to expand our capabilities, during the FY 2023-24 your Company has entered some longterm contracts with some of our leading global customers and has completed the acquisition of 55% stake in the business of Baba Fine Chemicals (BFC), a leading speciality chemicals company supplying high value specialised chemicals to the semiconductor industry.

2. Financial Results: Standalone and consolidated

The Financial Statements of the 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, 2024 are summarized below:

The Board of Directors of Ami Organics 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:

For FY 2023-24, in line with the Dividend Distribution Policy of the Company the Board of Directors has recommended a dividend of Rs. 3/- per share i.e. 30% on the Ordinary Shares of the Company. If declared at the ensuing Annual General Meeting (‘AGM’), the total dividend outgo during FY 2024-25 would amount to 122.78 million (Previous year: 109.31 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. September 13, 2024. 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, which is approved by the Board of Directors at their meeting held on March 22, 2022 and is uploaded on Company’s website and the link for the same ishttps:/www.amiorganics.com/static/uploadfiles/ downloads/download 4467.pdf?20220323080317

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 were no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

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. However Company has diversified into semiconductor industry by

acquisition of controlling stake in Baba Fine Chemicals, a partnership firm.

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:

Ami Onco-Theranostics, LLC was incorporated as a limited liability company on January 29, 2015 in the State of Delaware, U.S.A. as an international corporate joint venture between Photolitec LLC, a limited liability company formed under the laws of New York state in the United States of America and Ami Organics Limited.

During the FY 2023-24, your company has incorporated a new Wholly owned subsidiary company namely “Baba Advance Materials Limited”. having certificate of incorporation dated September 13, 2023. Company has other subsidiaries namely “Ami Organics Electrolytes Private Limited” (wholly owned subsidiary) and “Baba Fine Chemicals” (partnership firm). During the year Company acquired controlling stake of 55% in the partnership firm, Baba Fine Chemicals. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act’), a statement containing salient features of the financial statements of subsidiaries, joint venture and associate’s companies in Form AOC-1 is is attached as Annexure I to the Board Report.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at www.amiorganics.comat link : http:/www. amiorganics.com/financials-results.html

Material Subsidiaries:

The Board of Directors of the Company at its meeting held on July 15, 2022 has approved the policy for determining material subsidiaries. At present the Company does not have any material subsidiary. The Policy on Material Subsidiary has been posted on the website of the Company at the following link:https:/amiorganics. com/static/uploadfiles/downloads/download 6570. pdf?20240529135915

7. State of Company’s Affairs and Outlook:

Business Highlights:

Geopolitical tensions across the globe continued to put pressure on supply chains throughout the financial year, this coupled with subdued demand and decelerating raw material prices lead to a challenging year. Your Company has been successful in navigating through the tough industry scenario to deliver sustained growth

in revenue from operations by 16.3% on year-on-year basis, consolidating on our key strengths viz. continuous research & development, long term relation with our key clients, cost controls and marketing efforts, technology adoption for increase in productivity and quick adaptation for changing product demands, introduction of niche products through continued research and development.

Advanced Pharmaceutical Intermediates business for the year grew by 9.6% year-on-year basis to Rs. 5678 million. Company has been significantly growing this business segment with introduction of large CDMO contracts to balance the business model. Also, our extensive track record and longstanding relationships with the major customers is helping us making new strides in the NCE market, innovator market as well as life cycle management market. The speciality chemical business grew strongly by 52% on Y-o-Y basis to reach at revenue of Rs. 1497 million driven by strong growth in organic business and acquisition of Baba Fine Chemicals.

The Key business highlights during the financial year 202324 may be summarised as under:

• Company acquired a 55% stake in Baba Fine Chemicals (“BFC”), manufacturer of high-value custom speciality chemical products essential for semiconductor applications, by way of Revised Partnership Deed dated October 10, 2023, having effect from April 1, 2023. This acquisition is in line with our strategy of expanding our speciality chemicals division to focus on niche products manufactured using advanced technology with low competition and high entry barriers.

• During the year, Company has incorporated a wholly owned subsidiary company namely Baba Advance Materials Limited to operate in the niche speciality chemicals industry.

• A 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 has been established. The new plant is testimony to the state-of-the-art fully computerised Distributed Control System (DCS) technology with minimum human intervention and high accuracy while providing quality processes, allowing us to save manpower and safer operation.

• Your company has achieved Gold Medal accreditation by EcoVadis within 3 years of initial audit by EcoVadis. Despite being in the chemical manufacturing industry, your Company remains committed on the ESG goal, propelled by an intensified focus on green chemistry and green initiatives. This commitment underscores our proactive approach to environmental responsibility and sustainability.

• Ami Organics Electrolytes Private limited, a wholly owned subsidiary of Ami Organics Limited focused on Battery chemicals, commenced its regular commercial operations for manufacture and supply of products for lithium-ion battery cells. Your Company has entered into Long-Term Definitive Agreement to Supply Electrolyte Additives to a Leading Energy Storage Device Manufacturer

• With respect to the battery chemicals opportunity, your company has signed an MOU with Government of Gujarat for investment amounting up to Rs. 5300 million which includes 3000 million for setting up of a dedicated manufacturing facility for battery chemicals business in Gujarat.

• During the year, your company received process patents for its five inventions in the pharma intermediates business. Your Company now boasts a robust portfolio of 10 process patents, further exemplifying its prowess in chemical synthesis. These products are niche and complex and have been developed using indigenous process, which is not only better in terms of cost, efficiency and yield, but also environmental friendly.

• Company successfully cleared the audit and implemented the comprehensive framework of Information and Security Management System, ISMS 27001-2022 practice for managing and protecting its information assets across the organization. By adopting ISMS practice, our goal is to enhance our overall information security posture and create a secure environment for our employee, clients and stakeholders.

Financial Highlights of the Company:

During the financial year of review i.e. FY 2023-24 your company continued its strong growth momentum by achieving total revenue from operations of over INR 7,175 million, which was higher than 16.3% when compared to last year revenue from operations of INR 6,167 million. Our core Advance Pharma Intermediate business aided the growth for the whole year with 9.6% growth year-on-year, whereas specialty chemical business grew robustly by 52% on year-on-year basis.

Key financial highlights on consolidated results of our operations as are under:

• Revenue from operations for FY24 grew by 16.3% YoY to Rs. 7,175 million as compared to 6,167 million in FY 23.

• EBITDA for the full year came at Rs. 1,285 million up 4.8% as compared to Rs. 1,226 Million in FY23.

• Profit after tax after adjustment of exceptional item amounting to Rs. 317.53 million provided for full

impairment of investment in the joint venture - Ami Oncotheranostics LLC, arrived at Rs. 808 million as compared to 833 Million in FY23,

• Export for the year was at 56%, whereas domestic business was at 44%.

Financial Highlight of Joint Venture:

Ami Onco-Theranostics, LLC was incorporated as a limited liability company on January 29, 2015 in the State of Delaware, U.S.A. as an international corporate joint venture between Photolitec LLC, a limited liability company formed under the laws of New York state in the United States of America and Ami Organics Limited. Ami Onco-Theranostics, LLC is primarily engaged in the business of commercialising, manufacturing, marketing and selling its pharmaceutical products as authorised under the objects clause of its constitutional documents. The joint venture company along with its co venturer Photolitec LLC is engaged in developing niche technology for cancer imaging and therapy. Few of the Protocols for cancer treatment have received FDA approval in USA and Phase II clinical trials for Photodynamic Therapy (PDT) for usage in variety of cancers are ongoing.

During the year of review the joint venture contributed a net loss of Rs. 0.78 million. During the FY 2023-24, your company has fully impaired its investment amounting to Rs. 317.53 million in the Joint venture, as it was presumed that revenue generation from the joint venture will take significant time considering the inherent nature of its research activity, longer gestation period and uncertain success rate. However Ami Onco Theranostics LLC will continue as the joint venture of your company.

Financial Highlight of wholly owned Subsidiaries:

Ami Organics Electrolytes Private Limited was incorporated on June 30, 2022 as a wholly owned subsidiary of Ami Organics Limited. During the year of review, Company had negligible revenue and had incurred losses amounting to Rs. 4.46 million in FY24 as compared to Rs. 2.01 million in the previous FY23 on account of finance costs and other expenses. Company has entered into Long-Term Definitive Agreement to Supply Electrolyte Additives to a Leading Energy Storage Device Manufacturer. Company has commenced commercial operations for electrolyte additives business, with firm order in hand, which is expected to start ramping up from FY25 onwards.

Baba Advance Materials Limited was incorporated on September 13, 2023 as wholly owned subsidiary of Ami Organics Limited. The Company’s business operation has commenced and the total revenue from operations registered for the FY 24 was at 7.33 million contributing net profit of Rs. 1.51 million.

Financial Highlights of Subsidiary Baba Fine Chemicals :

As a part of strategic expansion your company forayed into the semiconductor industry in FY24 by acquiring

55% stake in the partnership firm, Baba Fine Chemicals, manufacturer of high-value custom speciality chemical products essential for semiconductor applications. Baba Fine Chemicals makes high purity photo resist chemicals with its main application in semiconductor industry. Baba Fine Chemicals has a manufacturing unit spread over an aggregate land area of 999 sq. mtrs. with an installed reactor capacity of 1.80 KL located at Export Promotion Industrial Park, Site V, Industrial Area, Kasna, Greater Noida, Gautam Budh Nagar 201306, Uttar Pradesh.

During the FY 2023-24 Baba Fine Chemicals registered a total income of Rs. 302.54 million as compared to 506.61 million in FY 2022-23 whereas profit after tax registered to Rs. 131.89 million as compared to 209.70 million during the corresponding period. The revenue of Baba Fine Chemicals registered a decline during the FY 2023-24 on account of integration process. After the integration process company is revamping its marketing strategies to promote the products of Baba Fine Chemicals to other geographies and develop allied products in the niche photo resistant speciality chemicals space. The business will see steady organic growth in the coming years, as new clients for existing products or new products are onboarded.

8. Internal Financial Controls:

The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company’s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, and Policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management. The Company tracks all amendments to Accounting Standards, the Companies Act and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same.

9. Material Changes and commitments:

Your Company’s Board of Directors as on April 12, 2024 approved the issue of equity shares on preferential basis to Qualified Institutional Buyers and others upto an amount aggregating to Rs. 5000 million. Accordingly, your Company successfully completed the qualified Institutions placement of 32,25,806 equity shares at an issue price of Rs. 1,240/- to certain Qualified Institutional Buyers. Additionally, Board as on April 26, 2024 approved the issue of 7,99,193 Equity shares at an issue price of Rs.

1240/- per equity shares on Preferential basis to certain identified non promoter institutional buyers..

The options granted to eligible employees under Category I of Ami Organics Employees Stock Option Scheme (“ESOS 2023”) have vested to the eligible employees to be excercisable within two years after the vesting date. As on date of this Report, 21,950 shares have been exercised and allotted to such employees under the Scheme.

On June 6, 2024, the wholly owned subsidiary company i.e. Ami Organics Electrolytes Private Limited incorporated its wholly owned subsidiary with the name of “Enchem Ami Organics Private Limited” which shall be considered as a step down subsidiary of Ami Organics Limited.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company - 31st March, 2024 and the date of this Report.

10. Deposits:

The 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:

Company has granted loan amounting to Rs. 22.17 million to its wholly owned subsidiary company, Ami Organics Electrolytes Private Limited to be used for its business purpose. 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 made investment in the share capital of its Wholly owned subsidiary company, “ Baba Advance Materials Limited” for an amount Rs. 0.1 Million which was within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

12. Share Capital:

As on 31st March 2024, the authorized share capital of the Company is Rs. 500 million comprising of 50 million equity shares of Rs. 10/- each. The paid up Equity share capital of Company as on 31st March, 2024 was Rs. 36,88,05,620/-divided into 3,68,80,562 equity shares of Rs. 10/- each. 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 2024-25 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 AMIORG.

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:

Company has implemented Ami Organics Employees stock Option Scheme 2023 (“ESOS 2023”) upon the approval of shareholders on June 4, 2023. The ESOS 2023 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2021 (‘SBEB Regulations’). The size of ESOS 2023 is 3,64,370 options convertible into equity shares of Rs. 10/-each, which shall be granted to eligible employees of Company at a grant price to be fixed by Nomination and Remuneration committee / Board. Accordingly Company had granted 30,000 options under Category I Grant of the Scheme to its eligible employees on July 15, 2023 upon the recommendation of NRC and Board. The options granted have vested to the employees after one year of such grant i.e on July 15, 2024 and shall be exercisable within two years of vesting. The ESOS 2023 Scheme is available on the website of company athttps:/www.amiorganics. com/static/uploadfiles/downloads/download 1179. pdf?20230705051708

e. Fresh Issue of Shares:

During the FY 2023-24, Company has issued 4,43,500 equity shares of face value of Rs. 10/- each at an issue price of Rs. 1,169/- per share on preferential basis to non promoters.

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 2023-24

13. Directors & Key Managerial Personnel:

Your Company has 4 (four) Independent Directors including two Women Independent Directors, namely, Mr. Girikrishna Maniar , Mr. Hetal Gandhi, Mrs. Richa Goyal and Dr. Anita Bandyopadhyay.

Key Managerial Personnel: Mr. Nareshkumar R. Patel - Chairman & Managing Director, Mr. Chetankumar C. Vaghasia -Whole Time Director, Mr. Virendra Nath Mishra - Whole time Director, Mr. Ram Mohan Lokhande-Whole Time Director, Mr. Bhavin Shah - Chief Financial Officer (CFO) and Mrs. Ekta Kumari Srivastava -Company Secretary & Compliance Officer are the Key

Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) for the time being in force).

i) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr. Ram Mohan Lokhande (DIN: 08117035) will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The brief profile of Mr. Ram Mohan Lokhande (DIN: 08117035) and the resolution for his appointment as Director is given in the Notice of the 17th Annual General Meeting (AGM), The Board proposes his reappointment to the members.

ii) Re-appointment of Mr. Girikrishna Maniar as a NonExecutive & Independent Director of the Company:

Based on the recommendation of the Board of the Directors and Nomination and Remuneration Committee, shareholders at 15th Annual General Meeting held on August 09, 2022 re-appointed of Mr. Girikrishna Maniar as the Non-Executive Independent Director of the Company for second term of five (5) consecutive years on the Board of the company starting from April 23, 2023 till April 22, 2028. In the opinion of the Board Mr. Girikrishna Maniar possesses requisite integrity, expertise and experience, including the proficiency required for an independent director.

14. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, structured evaluation procedure was adopted after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed in time. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee (“NRC”) has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairperson, each Executive, Non-Executive and Independent Director, Board as a whole and its Committees.

The Independent Directors at their meeting held on February 12, 2024, through discussion, evaluated the performance of non-independent directors, The Board has carried out annual performance evaluation of its

own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management Committee,

Corporate Social Responsibility and Stakeholders’

Relationship Committee.

While evaluating the performance, interalia, the following points were considered:

i. Participation in Board Meetings and Board

Committee Meetings.

ii. Managing relationship with other directors and management.

iii. Knowledge and Skill i.e., understanding of duties,

responsibilities, refreshment of knowledge,

knowledge of industry, ability to listens and to present their views.

iv. Personal attributes like maintain high standard of ethics and integrity.

v. Strategic perspectives or inputs regarding future growth of Company and its performance

Outcome of Evaluation:

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities

15. Declaration by Independent Directors:

The Company has received a declaration from all Independent Directors that they meet the criteria of independence specified under Section 149 of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of SEBI LODR Regulations for holding the position of ID and that they shall abide by the “Code for Independent Directors” as per Schedule IV of the Act. Pursuant to IICA, Companies (Accounts) Amendments Rules, 2019 Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 dated 22nd October, 2019, all IDs on the Board of the Company have completed registration on Independent Director’s Data Bank. There has been no change in the circumstances affecting their status as Independent Directors of the Company

Familiarisation Program for Independent Directors:

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at https:/amiorganics.com/corporate-policies.html

16. Related Parties Transactions:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2023-24 were either undertaken on the basis of omnibus approval of the Audit Committee or with prior approval of the Audit Committee and/or Board. All related party transactions were at arm’s length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure II to this Report.

The Company’s Related Party Transactions Policy appears on its website at www.amiorganics.comlink https:/ www.amiorganics.com/static/uploadfiles/downloads/ download 4637.pdf?20240413045446

17. Corporate Governance:

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ami Organics, which form the core values of Ami Organics. These guiding principles are also articulated through the Company’s code of business conduct, Corporate Governance Guidelines, charter of various sub-committees and disclosure policy. As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Kashyap Shah & Co., Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, forms a part of the Annual Report.

18. Business Responsibility & Sustainability Report:

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance (“ESG”) parameters called the Business Responsibility and Sustainability Report (“BRSR”) which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators which forms part of this Annual Report and is also hosted

on the website of the Company i.e.https:/amiorganics. com/annual-reports.html

19. Management Discussion and Analysis (MDA):

In compliance with Regulation 34 of SEBI Listing Regulations Management Discussion and Analysis for the financial year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section, which forms a part of the Annual Report.

20. Vigil Mechanism & Whistle Blower Policy:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board and its powers Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 Company has constituted a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The format of reporting and the vigil mechanism and whistle blower policy is regularly updated to the employees and Directors. The Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company athttp:/www.amiorganics.com/ corporate-policies.html

21. Board Meetings:

During the F.Y. 2023-24, Eight (8) meetings of Board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Board''s report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

22. Committees of Board:

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2024, the Board has the following statutory committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Other voluntary committees constituted by the Board are ESG Committee, Finance Committee, Project Committee and QIP Committee. Company has dissolved the IPO committee as the purpose of constituting the committee has been fulfilled. In its place company has constituted the QIP Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note

on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

23. Risk Management

Risk Management is at the core of the business which provides framework towards risk identification, analysis & prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the risk management plan of the Company.

Risk Governance Framework is created within the Company in the following lines :

(i) Risk Management Committee : The Committee oversee implementation of mechanism of Operational Risk Management and guide the organization towards that. The Committee reports to the Board. The Committee has atleast one independent director.

(ii) Chief Risk Officer (CRO) : CRO is appointed by the Risk Management Committee and his role is to facilitate risk management mechanism through decentralized approach, providing support and guidance to the whole organization.

(iii) Three Lines of Defence : For proper Governance and control, the organization has three lines of defence.

First line of defence include actual functional owners throughout the organization, mainly consists of Managing Director, Executive Directors, KMPs, other Senior Management and Functional Heads. The company is run by these officials and they are supposed to take care of risks within their own functional areas.

Second line of defence include Chief Compliance Officer, Chief Risk Officer who do not participate in day to day operations of the company but facilitate compliance risk management process through support and guidance for other functions

Third line of defence is internal auditors who reports their observations to Audit Committee.

(iv) Risk Champions / Risk Co-ordinators (RC Group): The organization has appointed one official from each function, who is responsible for carrying out risk management initiative within their own functional area. This is under guidance of CRO and their own functional Head. This group is called RC- Group

and is instrumental for decentralized effective implementation of risk management mechanism.

24. Business Continuity Plan:

The Company has also Business Continuity Plan in place, which has been designed to ensure continuity of critical processes during any disruption. The Business Continuity Plan creates a framework within the Company to ensure that business can continue in case of an emergency and recover from the emergency with minimum impact on the operations of the Company. Test of the Business Continuity Plan and the Disaster Recovery Plan is periodically conducted to ensure that all elements of the Plan are feasible, compatible and effective.

25. Risk Management Policy:

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The Company recognises that all emerging and identified risks need to be managed and mitigated to

• Protect its shareholder’s and other stakeholder’s interests;

• Achieve its business objectives; and

• Enable sustainable growth.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has framed a sound Risk Management Policy to identify and evaluate potential business risks and its mitigation and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Business Risks, Finance Risks, Market Risk, Regulatory risk, Liquidity risk, and Technology risk. The Company has worked out mitigation plans for the aforesaid risks. The risk management policy is available at the website of Company at www.amiorganics.comat the link : https:/ www.amiorganics.com/static/uploadfiles/downloads/ download 9925.pdf?20220719122611

26. Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; and (iii) lay down the

effective manner of performance evaluation of the Board, its Committees and the Directors.

The salient features of the Nomination and Remuneration

Policy of the Company along with highlights are outlined in the

Corporate Governance Report which forms part of this Report.

The Policy is also available on the website of the Company at

www.amiorganics.comat the link : https:/www.amiorganics.

com/Nominationandremunerationpolicy.pdf

27 Employee Stock Options:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth ofthe Company.

The details of Options granted, exercised, vested and lapsed during the FY 2023-24 till date of the Board Report and other particulars as required under the Act and the SEBI (SBEB and Sweat Equity) Regulations, in respect to the Scheme are attached as Annexure VI to this Board Report.

Ami Organics Employee Stock Option Scheme 2023 (“ESOS 2023"): Pursuant to the approval of the Board at its meeting held on April 22, 2023 and the approval of the Members vide postal ballot passed on June 4, 2023, the Company had introduced the Ami Organics Employee Stock Option Scheme 2023 (“ESOS 2023”) to issue employees stock options (“Options”) to the eligible employees of Company.

The Board of Directors has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company under ESOS 2023 plan vide approval by the shareholders through postal ballot passed on June 4, 2023. The maximum number of shares to be granted under the ESOS 2023 shall not exceed 3,64,370 equity shares. Nomination and Remuneration Committee at its meeting held on June 28, 2023 approved the grant of 30,000 options to the eligible employees under Category I of Ami Organics Employee Stock Option Scheme 2023 at an exercise price of Rs. 100/- per option convertible into equal number of equity shares of the Company to vest within a period of one year from the date of the grant. Accordingly as on July 15, 2024 the options had vested to the employees for their exercise within two years of vesting.

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.

During the year under review, none of 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 2023-24, the Company has spent Rs. 18.37 million towards CSR expenditure. The CSR initiatives of the Company were under the thrust areas 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/Trusts as implementing agencies. The CSR Policy of the Company is available on the website of the Company at www.amiorganics.comat the the link : http:/www.amiorganics.com/csrpolicy.pdf

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2024, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure V to this Report.

30. Board Diversity:

Your Company recognizes and embraces the importance of a diverse Board in its success. Company believes that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in chemical industry, financial diversity, global business, leadership, information technology, mergers and acquisitions, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG), risk management and cybersecurity and other domains, which will ensure that company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at www.amiorganics.comat the link http:/www. amiorganics.com/board diversity policy.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;

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 have 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 conclusion of Annual General Meeting held for FY 2023-24 till Annual General Meeting to be held for FY 202829. The first term of statutory auditors ended in the 16th AGM and M/s. Maheshwari & Co., Chartered Accountants, bearing (ICAI Registration Number: 105834W) were reappointed as Statutory Auditors by the members for another term of five years from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting ofCompany.Theirre-appointment has been done in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Also the statutory auditors had submitted their certificate to the effect that they fulfil the requirements of Section 141 of the Companies Act, 2013 for their reappointment.

The Statutory Auditors have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024. The Notes on the Financials Statement referred to in the Audit Report are selfexplanatory 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 or 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 & Co, Cost Accountant have been appointed as Cost Auditors of the Company for the conduct of Cost Audit for the FY 2024-25. 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 AGM Notice as Special Business. The Cost Audit report for the FY 2022-23 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, 2024 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 2023-24, 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 report to the Audit Committee on quarterly basis. Several recommendations were received from the Internal Auditors and most of them were compiled by the management during the FY 2023-24. Company has reappointed M/s K.C. Mehta & Co. LLP as the Internal Auditors for conducting Internal audit of the company for FY 2024-25.

Secretarial Auditors:

The Board has appointed M/s Kashyap Shah & Co., Practicing Company Secretaries, to conduct secretarial audit for the financial year 2023-24. The secretarial audit report for the financial year ended March 31, 2024 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 issued thereunder by the Company was issued by the Secretarial Auditors and filed with the Stock Exchanges within sixty days of the end of FY 202324. It is annexed to this report as Annexure VIII. The remarks provided in the report are self-explanatory. The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

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 has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the 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 unpublished price sensitive information which has been made available on the Company’s website at www.amiorganics.comat the link https:/amiorganics.com/corporate-policies.html During the year of review no cases of violation of insider trading regulations were reported.

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

The Company has in place an anti-Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). All employees (permanent, contractual, temporary, trainees) are covered under this policy. Company has constituted the Internal Complaints committee consisting of male and female employees of Company and a reputed female lawyer as an external member of the internal complaints committee. Three internal committees have been constituted at all places of business locations of the Company. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

Company has also submitted the Annual report under POSH Act to the District Officer of concerned locations. Regular awareness sessions and interaction programmes with female employees are held. As per the Annual Report of Internal Complaints Committee no case of sexual harassment complaint was received during the Financial Year 2023-24.

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

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

Conservation of Energy:

All business units continued their efforts to improve energy usage efficiencies. Various key performance indicators like specific energy consumption (energy consumed per unit of product), energy costs were continuously tracked to monitor alignment with the Company’s overall sustainability approach. The Company is engaged in the continuous process of further energy conservation through improved operational and maintenance practices and has also undertaken effective measures to minimize energy consumption. The above measures have resulted / will result in less consumption of power, fuel and coal, ultimately resulting in savings in the cost of production.

Company has executed work order for commissioning of solar power plants of 15.80 MW DC capacity in Gujarat which is ongoing and slated to be commissioned in FY2024-25. As a result approximately 90% of the Company’s electricity consumption will be met through renewable sources. 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:

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

- Installed VFD “Variable frequency drives “in Brine Plant to control energy as per the process requirements.

- Installed ATFD machines to produce the products in place of reactors, filters and dryers in series to reduce power consumption.

- Installed ACs with effective energy conservation.

- Improvement in recovery of steam condensate water to reuse in boiler.

- Auto control electricals switches installed on each reactor, ANFD, Centrifuges for lighting energy saving purpose.

- Occupancy Sensors for Lights, leading to the reduction in energy consumption & thereby saving & conservation of energy.

- Company has upgraded its effluent treatment new air blower with membrane diffuser system in aeration and replaced surface aerator in ETP. This will help to improve the DO level in aeration system and also reduce energy consumption

- Replacement of old high energy consumption pumps and motors with high efficiency pumps and motors to have the better control energy savings.

- Automatic Power Factor Controller Panel with 7% detuned Reactors helps us to maintain Power factor & amplification of Harmonics enabling us to save energy consumption.

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

Installation work of 15.80 MW DC captive solar power plant projects in Bharuch and Narmada district has commenced and is expected to be commissioned in FY 2024- 25. This will fulfil the electricity needs of Sachin, Ankleshwar and Jhagadia units.

iv) The capital investment on energy conservation equipment’s: 6.93 million

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 and as on March 31, 2024 we have been granted 10 process patents, three of our process patents are published and we have filed applications for two process patents (in respect of intermediates used in the manufacture of generic API across therapeutic segments) and have developed significant expertise in chemistry and series of molecules. 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.

Continuous flow reactors are more efficient, economical and sustainable for manufacturing products compared with conventional batch reactors hence company has successfully developed flow processes, also commercialized 2 generic products under continuous flow reactors. Continuous flow processes have been developed with flow process capabilities in Plug Flow reactor, Catalytic fixed-bed flow reactor, Tubular flow reactor, Micro channel reactor & Slurry flow reactors. This flow technology reduces the process time cycle to manufacture a product with less energy consumptions which leads to lower utilization of efficient utilities. It has many benefits like minimum space for installation, lesser energy consumption and reduction in process times after establishment of flow process. Hence, continuous flow processes / reactors have many benefits compared with traditional reactors enabling cost efficient quality products to sustain in the generic market competition

During the financial year, Company has installed, commissioned and started operations by using DCS “Distributed Control System” at Ankleshwar facility for the current production requirement. This automation system works with high efficiency and high accuracy to manufacture best quality products. This new technology, the DCS system works with high accuracy while providing quality processes and helping to reduce resource usage & manpower intervention and achieve high operational efficiency.

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

With the adoption of new technology using continuous flow reactors the benefits derived are increase in yield, reduction in timelines of the reaction process, proportionate reduction in cost of manufacturing and reduction in power consumption. Company increased yield of its products, decreased consumption of raw materials in some products, decreased consumption charge of solvent in products, recovered few products from pollutants.

The DCS system installed at Ankleshwar unit works with high accuracy while providing quality processes and helping to reduce resource usage & manpower intervention and achieve high operational 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 2023-24 Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development

(Amount in Rs. million)

Foreign Exchange Earnings and Outgo :

(Amount in Rs. million)

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

Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 for the benefit of employees.

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

None of the Directors of the Company are in receipt of any commission or remuneration from any holding or subsidiary Company.

39. Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 Annual Return of the Company for the FY 2022-23 has been placed at website of the Company at https:/www.amiorganics.com/annual-return.html

 

 

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

Company had filled an application to Hon’ble High Court of Bombay for institution of arbitration proceeding to decide upon the dispute arising out of shortfall in payment of claim amount by New India Assurance C. Ltd. in respect of a fire insurance claim by the company under its Fire Accident Policy. During the subsistence of Policy, Company claimed for a Fire accident which took place on February 26, 2021 in company’s factory premises (Unit I). Company had claimed an amount of Rs. 11,93,64,163/- for the fire loss. A surveyor was appointed by the Insurer who assessed the loss at Rs. 10,28,52,941/- in his report, however the Insurer approved the claim of only Rs. 7,62,23,946/- towards full and final settlement of the claim, which was accepted by the Company under Protest. The company had disputed the shortfall in claim settlement amount with the Insurer, which was not accepted by the Insurer, hence the dispute arose.

Hence, your Company had sought initiation of arbitration proceeding and appointment of Arbitrator under the Policy, by its application to the Hon’ble High Court of Bombay. The Application accepted and Arbitrator has been appointed by the Hon’ble High Court of Bombay vide its order updated on April 26, 2024 to decide on the dispute between the Parties, which is now in process of hearing after appointment of the learned Arbitrator.

Other than the above, 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.

iii. 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.

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

During the year under review, no one-time settlement is done with Banks and Financial Institutions and as such there is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

42. Human Resources:

Board acknowledges the impeccable contribution of all employees, at all levels of hierarchy, whether at lower, junior, mid or senior levels. Each and every employee of the company is an important factor and contributor to the growth and success story of organization. During the

period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has carried out systematic appraisal of performance and imparted trainings at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

During the year Company successfully completed the Social Assessment System Audit SA 8000:2014 and received the certification for its Sachin & Jhagadia units, R&D & warehouse. HR team conducted several workshops, safety related trainings, policies refresher trainings, POSH, ESG & sustainability trainings to the employees. Company continues to provide free meals to all the employees and workers including permanent and contractual workers at all the three units of Company. During the year several cultural activities, yoga trainings, blood donation camps, health & well being sessions for the employees were successfully organized to keep up the employees skills, knowledge motivation and zeal.

43. Cautionary Statement

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

44. Acknowledgment:

The Board takes this opportunity in expressing their gratitude and appreciation to the various Government Authorities, Company’s Stakeholders’, bankers, business associates, consultants for their continued support extended to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders, valued customers, suppliers, and employees of the Company.

On behalf of the Board For Ami Organics Limited

Sd/-

Nareshkumar R. Patel Date: August 24, 2024 Chairman & Managing Director

Place: Surat DIN: 00906232

The Directors are pleased to present Sixteenth (16th) 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 March 31, 2023.

1. Corporate Overview and General Information:

Your Company is a R&D driven manufacturer of pharma intermediates & specialty chemicals with varied end usage, focussed on the development and manufacturing of advanced pharmaceutical intermediates (“Pharma Intermediates”), New Chemical Entities (“NCE”) and Other specialty chemicals for pharmaceuticals, agrochemicals, dyes, polymers, personal care, animal food and other Industries. Company has developed and commercialised over 520 plus products including speciality chemicals, Pharma Intermediates for APIs across 23 key therapeutic areas since inception and NCE across select high-growth high margin chronic therapeutic areas. Company added 70 plus new products during FY23. On the operational front during the FY23 Company has successfully commercialized few products using continuous flow reactors. Post introduction of flow chemistry some of the speciality products have become globally competitive. As part of endeavour to expand our capabilities, your Company has entered some long-term LOIs and contracts with some of leading global pharma companies during the FY 2022-23.

2. Financial Results: Standalone and consolidated

The Financial Statements of the 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, 2023 are summarized below:

The Board of Directors of your Company reviews the affairs of its subsidiary company 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 the subsidiary and joint venture.

The Company has incorporated its Wholly owned subsidiary company namely “Ami Organics Electrolytes Private Limited”. having certificate of incorporation dated June 30, 2022. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act’), a statement containing salient features of the financial statements of subsidiaries, joint venture and associate’s companies in Form AOC-1 is attached as Annexure I to the Board Report.

The separate financial statements of the Subsidiary & Joint Venture are available on the website of the Company and can be accessed at www.amiorganics.com at link : http:/ www.amiorganics.com/financials-results.html

Material Subsidiaries:

The Board of Directors of the Company at its meeting had approved the policy for determining Material Subsidiaries. At present the Company does not have any Material Subsidiary. The Policy on Material Subsidiary has been posted on the website of the Company at the following link: http:/www. amiorganics.com/material subsidiary policy.pdf

State of Company’s Affairs and Outlook:

Business Highlights:

The year began on a very challenging note with the ongoing war in Ukraine, seasonally affected supply side impacting commodity and gas prices, increasing raw material prices, among others. All these factors added to significant cost pressure for all the companies. While supply side issues continued to pile up during the start of year, we saw muted demand environment across industries. While the start of the year was demanding, the situation gradually improved as the year progressed, albeit at a slower pace.

Your Company was able to consolidate on its key strengths like continuous research & development, long term relation with its key clients, aggressive cost controls and marketing efforts, technology adoption for increase in productivity and cost controls, quick adaptation for changing product demands, introduction of niche products through continued research and development. These efforts reaped well for your company during the testing times. Showing great resilience and sustainability, your company was able to deliver robust growth despite these challenges.

To cater to the incremental demand Company had embarked on setting brownfield project at Ankleshwar entailing a capex of Rs. 1900 Million. The existing Ankleshwar facility was demolished and work started to set up a new plant with advance technology for pharma intermediates business, scheduled to have installed capacity of 436.5 KL. Civil work for production and admin block has been completed and Machinery installation is in progress. Company has started the manpower recruitment for the new facility. The Project is on track and is slated to commence the production activity in Q4 FY24.

The Key business highlights during the financial year 202223 may be summarised as under:

• During FY23, your company has commercialised 70 new products.

• Your company has added 40 new customers in Advance Pharmaceutical Intermediates & 20 new customers in Speciality Chemical business.

• During the year, Company has incorporated wholly owned subsidiary Ami Organics Electrolytes Private Limited.

• During the year, Board approved the Capex plan of Ankleshwar Unit of Rs. 1900 Million to build a brownfield plant to support the future business growth of the company’s advanced pharmaceutical intermediates segment.

• During the year, Company has acquired an industrial plot admeasuring 8000 sq. mtr. at Plot No. 5538, in GIDC Sachin Industrial Area, Sachin, Surat and has been developed as Warehouse II for catering to the incremental warehousing requirement for its Sachin facility.

Financial Highlights of the Company:

During the financial year of review your company continued its strong growth momentum by achieving total revenue of over INR 6210 million, which was higher by 19% when compared to last year total revenue of 5229 million. Our core Advance Pharma Intermediate business aided the growth for the whole year with 22% growth year-on-year, whereas specialty chemical business grew slightly by 3%.

Key financial highlights on standalone results of our operations are as under:

• Revenue from operations for FY23 grew by 18.6% YoY to Rs. 6167 Million as compared to 5201 Million in FY 22.

• EBITDA for the full year came at Rs. 1227 Million up 16.6% as compared to Rs. 1052 Million in FY22.

• Profit after tax registered a growth of 15.8 % on Y-o-Y basis in FY23 to arrive at Rs. 833 Million as compared to 719 Million in FY22.

• Export for the year was at 59%, whereas domestic business was at 41%.

Financial Highlight of Joint Venture:

Ami Onco-Theranostics, LLC was incorporated as a limited liability company on January 29, 2015 in the State of Delaware, U.S.A. as an international corporate joint venture between Photolitec LLC, a limited liability company formed under the laws of New York state in the United States of America and Ami Organics Limited. Ami Onco-Theranostics, LLC is primarily engaged in the business of commercialising, manufacturing, marketing and selling its pharmaceutical products as authorised under the objects clause of its constitutional documents. It is a clinical research company engaged in new drug

development activity. During the year of review the joint venture contributed a net loss of Rs. 2.73 Million. The joint venture company along with its co venturer Photolitec LLC has developed several technologies for cancer imaging and therapy and few of the Protocols for cancer treatment have received FDA approval in USA. Phase II clinical trials for Photodynamic Therapy (PDT) for usage in variety of cancers are ongoing. However commercialisation of joint venture company’s products / technology is awaited upon receipt of necessary regulatory approvals.

Financial Highlights of Wholly Owned Subsidiary:

Ami Organics Electrolytes was incorporated on June 30, 2022 as wholly owned subsidiary of the Ami Organics Limited. During the year of review, Company had negligible revenue and had incurred losses amounting to Rs. 2.91 Million on account of finance costs and other expenses. Company has developed two new products namely one liquid electrolyte additive to increase electro capacity of Li batteries and one for Solid battery. Company is progressing towards commercialisation of its products. Electrolyte samples are approved at plant trail scale by few customers and it expects to get some sizeable orders during the FY24.

8. Internal Financial Controls:

The Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company’s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management. The Company tracks all amendments to Accounting Standards, the Companies Act and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same.

9. Material Changes and commitments:

Your Company’s Board of Directors as on April 22, 2023 have approved the acquisition of 55% stake in Baba Fine Chemicals, a leading speciality chemicals company supplying products to the semiconductor industry, at a purchase consideration of Rs. 682.1 million subject to certain adjustments as may be required on closing of transaction. With this acquisition company intends to gain entry and diversify into semiconductor industry.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company i.e March 31, 2023 and the date of this Report.

10. Deposits:

The 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:

Company has granted loan amounting to Rs. 2.1 million to its wholly owned subsidiary company, Ami Organics Electrolytes Private Limited to be used for its business purpose. 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 made investment in the share capital of its Wholly owned subsidiary company for an amount of Rs. 0.1 Million which was within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

12. Share Capital:

As on March 31, 2023, the authorized share capital of the Company is Rs. 500 Million comprising of 50 Million equity shares of H10 each. The paid up Equity share capital of Company as on 31st March, 2023 is Rs. 3643,70,620/-divided into 364,37,062 equity shares of Rs. 10/- each. 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 2023-24 has 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 AMIORG.

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:

The Company has not provided any Stock Option Scheme to the employees during FY 2022-23. However Company has implemented Ami Organics Employees stock Option Scheme 2023 (“ESOS 2023”) upon the approval of shareholders on June 4, 2023. The ESOS 2023 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SBEB Regulations’).

e. Fresh Issue of Shares:

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

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 2022-23.

13. Directors & Key Managerial Personnel:

The Company has 4 (four) Independent Directors including two Women Independent Director, namely, Mr. Girikrishna Maniar , Mr. Hetal Gandhi, Mrs. Richa Goyal and Dr. Anita Bandyopadhyay.

Key Managerial Personnel: Mr. Nareshkumar R. Patel - Chairman & Managing Director, Mr. Chetankumar C. Vaghasia -Whole Time Director, Mr. Virendra Nath Mishra - Whole time Director, Mr. Ram Mohan Lokhande-Whole Time Director, Mr. Bhavin Shah - Chief Financial Officer (CFO) and Mrs. Ekta Kumari Srivastava -Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) for the time being in force).

i) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr. Virendra Nath Mishra (DIN: 07815490), Whole Time Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The brief profile of Mr. Virendra Nath Mishra and the resolution for his appointment as Director is given in the Notice of the 16th Annual General Meeting (AGM),The Board proposes his reappointment to the members.

ii) Resignation and Appointment of Chief Financial Officer:

During the year of review, Chief Financial Officer of the Company, Mr. Abhishek Patel resigned from his post, after completing tenure of 4 years at Company and the Board accepted his resignation w.e.f June 1, 2022. Board placed on record its appreciation for his invaluable contribution and commendable services to company during his tenure as Chief Financial Officer.

Board at its meeting held on May 21, 2022 appointed Mr. Bhavin N. Shah as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f June 1, 2022. Mr. Bhavin N. Shah is a member of “The Institute of Chartered Accountants of India “ and is having more than 18 years of rich experience in consulting, corporate accounts, and finance.

iii) Re-appointment of Mr. Girikrishna Maniar as a NonExecutive & Independent Director of the Company:

Based on the recommendation of the Board of Directors and Nomination and Remuneration Committee, shareholders at 15th Annual General Meeting held on August 09, 2022 re-appointed of Mr. Girikrishna Maniar as the Non-Executive Independent Director of the Company for second term of five (5) consecutive years on the Board of the company starting from April 23, 2023 till April 22, 2028. In the opinion of the Board Mr. Girikrishna Maniar possesses requisite integrity, expertise and experience, including the proficiency required for an independent director.

14. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, structured procedure was adopted after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed in time. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Nomination and Remuneration Committee (“NRC”) has laid down proper criteria and procedure to evaluate and scrutinize performance of the Chairperson, each Executive, Non-Executive and Independent Director, Board as a whole and its Committees.

The Independent Directors at their meeting held on February 4, 2023, through discussion, evaluated the performance of non-independent directors, The Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders’ Relationship Committee.

While evaluating the performance of Directors, the following points were considered:

i. Participation in Board Meetings and Board Committee Meetings.

ii. Managing relationship with other directors and management.

iii. Knowledge and Skill i.e., understanding of duties, responsibilities, refreshment of knowledge, knowledge of industry, ability to listens and to present their views.

iv. Personal attributes like maintain high standard of ethics and integrity.

v. Strategic perspectives or inputs regarding future growth of Company and its performance

Outcome of Evaluation:

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities

15. Declaration by Independent Directors:

The Company has received a declaration from all Independent Directors (IDs) that they meet the criteria of independence specified under Section 149 of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of SEBI LODR Regulations for holding the position of ID and that they shall abide by the “Code for Independent Directors” as per Schedule IV of the Act. Pursuant to IICA, Companies (Accounts) Amendments Rules, 2019 Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 dated 22nd October, 2019, all IDs on the Board of the Company completed registration on Independent Director’s Data Bank.

Familiarisation Program for Independent Directors:

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at http:/www.amiorganics. com/static/uploadfiles/downloads/download 6316. pdf?20230418060136

16. Related Parties Transactions:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2022-23 were either undertaken on the basis of omnibus approval of the Audit Committee or with prior approval of the Audit Committee and/or Board. All related party transactions were at arm’s length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure II to this Report.

The Company’s Related Party Transactions Policy appears on its website at www.amiorganics.com link http:/www. amiorganics.com/rptpolicy.pdf

17 Corporate Governance:

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of Ami Organics, which form the core values of Ami Organics. These guiding principles are also articulated through the Company’s code of business conduct, Corporate Governance Guidelines, charter of various sub-committees and disclosure policy. As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Kashyap Shah & Co., Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, forms a part of the Annual Report.

18. Business Responsibility & Sustainability Report:

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance (“ESG”) parameters called the Business Responsibility and Sustainability Report (“BRSR”) which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators which forms part of this Annual Report and is also hosted on the website of the Company i.e. www.amiorganics.com.

19. Management Discussion and Analysis (MDA):

In compliance with Regulation 34 of SEBI LODR Regulations Management Discussion and Analysis for the financial year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section, which forms a part of this Annual Report.

20. Vigil Mechanism & Whistle Blower Policy:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board and its powers Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015 Company has constituted a Vigil Mechanism for directors and employees to report genuine concerns. The format of reporting and the vigil mechanism and whistle blower policy is regularly updated to the employees and Directors. The Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company at http:/www. amiorganics.com/corporate-policies.html

21. Board Meetings:

During the FY. 2022-23, Eight (8) meetings of Board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Board''s report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

22. Committees of Board:

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2023, the Board has the following committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• IPO Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• ESG Committee

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

23. Risk Management

Risk Management is at the core of the business which provides framework towards risk identification, analysis & prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the risk management plan of the Company.

Risk Governance Framework is created within the Company in the following lines :

(i) Risk Management Committee : The Committee oversee implementation of mechanism of Operational Risk Management and guide the organization towards that. The Committee reports to the Board. The Committee has atleast 1 independent director.

(ii) Chief Risk Officer (CRO) : CRO is appointed by the Risk Management Committee and his role is to facilitate

risk management mechanism through decentralized approach, providing support and guidance to the whole organization.

(iii) Three Lines of Defence : For proper Governance and control, the organization has three lines of defence.

First line of defence include actual functional owners throughout the organization, mainly consists of MD, EDs, KMPs, other Senior Management and Functional Heads. The company is run by these officials and they are supposed to take care of risks within their own functional areas.

Second line of defence include Chief Compliance Officer, Chief Risk Officer who do not participate in day to day operations of the company but facilitate compliance risk management process through support and guidance for other functions

Third line of defence is internal auditors who reports their observations to Audit Committee.

(iv) Risk Champions / Risk Co-ordinators (RC Group):

The organization has appointed one official from each function, who is responsible for carrying out risk management initiative within their own functional area. This is under guidance of CRO and their own functional Head. This group is called RC- Group and is instrumental for decentralized effective implementation of risk management mechanism.

24. Business Continuity Plan :

The Company has Business Continuity Plan in place, which has been designed to ensure continuity of critical processes during any disruption. The continual disruptions caused by the COVID 19 pandemic tested the BCP of the Company, nevertheless, it continued to operate in line with the procedures outlined in its Business Continuity Plan. As a result, Company was able to continue to protect and serve customers while taking care of the health of their employees.

25. Risk Management Policy:

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The Company recognises that all emerging and identified risks need to be managed and mitigated to

• Protect its shareholder’s and other stakeholder’s interests;

• Achieve its business objectives; and

• Enable sustainable growth.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company has framed a sound Risk Management Policy to identify and evaluate potential business risks and its mitigation and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Business Risks, Finance Risks, Market Risk, Regulatory risk, Liquidity risk, and Technology risk. The Company has worked out mitigation plans for the aforesaid risks. The risk management policy is available at the website of Company at www.amiorganics. com at the link : http:/www.amiorganics.com/risk management policy.pdf

26. Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; and (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors.

The salient features of the Nomination and Remuneration Policy of the Company along with highlights are outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company at www.amiorganics.com at the link : http:/www. amiorganics.com/nomination and remuneration policy.pdf

27. Employee Stock Options:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company.

Ami Organics Employee Stock Option Scheme 2023 (“ESOS 2023"):

On June 04, 2023, pursuant to approval by the shareholders through postal ballot, the Board has been authorized to introduce, offer, issue and provide share-based incentives to eligible employees of the Company under ESOS 2023 plan. The maximum number of shares to be granted under the ESOS 2023 Plan shall not exceed 3,64,370 equity shares. Nomination and Remuneration Committee at its meeting held on June 28, 2023 approved the grant of 30,000 options to eligible employees under Tranche 1 of Ami Organics Employee Stock Option Scheme 2023 at an exercise price of Rs. 100/- per option convertible into the equity shares of face value of Rs. 10/- each of the Company and shall vest within a period of one year from the date

of the grant and shall be exercisable within two years of vesting. The ESOS 2023 Scheme is available on the website of company at http:/www.amiorganics.com/ESOS2023. pdf

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 subsidiaries/other Companies.

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 2022-23, the Company has spent Rs. 13.72 Million towards CSR expenditure. The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, enhancing vocational skills, environment and 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.amiorganics.com at the the link : http:/ www.amiorganics.com/csr policy.pdf

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2023 in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules") is set out in Annexure V to this Report.

30. Board Diversity:

Your Company recognizes and embraces the importance of a diverse Board in its success. Company believe that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills including expertise in financial, diversity, global business, leadership, information

the conclusion of the ensuing 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting of Company. Their re-appointment shall be as per the provisions of the Companies Act, 2013 and rules made thereunder. They have submitted their certificate to the effect that they fulfil the requirements of Section 141 of the Companies Act, 2013

The Statutory Auditors have issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2023. 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 sec-tion 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or 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 2023-24. 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 Notice of 16th AGM as Special Business. The Cost Audit report for the FY 2021-22 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 FY 2022-23 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 2022-23, 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 report to the Audit Committee on quarterly basis. Several

recommendations were received from the Internal Auditors and most of them were complied by the management during the FY 2022-23. Company has reappointed M/s K.C. Mehta & Co. LLP as the Internal Auditors for conducting Internal audit of the company for FY 2023-24.

Secretarial Auditors:

The Board has appointed M/s Kashyap Shah & Co., Practicing Company Secretaries, to conduct secretarial audit for the financial year 2022-23. The secretarial audit report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure VI 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 2022-23. It is annexed to this report as Annexure VII. The remarks provided in the report are self-explanatory. The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

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 has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the 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 unpublished price sensitive information which has been made available on the Company’s website at www.amiorganics.com at the link http:/www.amiorganics.com/code of conduct/insider trading reguations.pdf During the year of review no cases of violation of insider trading regulations were reported.

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

The Company has in place an anti-Sexual Policy in line with the requirements of the Sexual Harassment of Women

at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). All employees (permanent, contractual, temporary, trainees) are covered under this policy. Company has constituted the Internal Complaints committee consisting of male and female employees of Company and a reputed female lawyer as an external member of the internal complaints committee. Three internal committees have been constituted at all places of business locations of the Company. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization

Company has also submitted the Annual Report under POSH Act to the District Officer of concerned locations. Regular awareness sessions and interaction programmes with female employees are held. As per the Annual Report of Internal Complaints Committee there was no case of sexual harassment complaint received during the Financial Year 2022-23.

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:

All business units continued their efforts to improve energy usage efficiencies. Various key performance indicators like specific energy consumption (energy consumed per unit of product), energy costs were continuously tracked to monitor alignment with the Company’s overall sustainability approach. The Company is engaged in the continuous process of further energy conservation through improved operational and maintenance practices and has also undertaken effective measures to minimize energy consumption. The above measures have resulted / will result in less consumption of power, fuel and coal, ultimately resulting in savings in the cost of production.

The Company has undertaken Energy Audits in its plants to identify excess energy consumption and intends to reduce the same to the best possible extent. The Company has implemented a project for increasing condensate recovery and recycling of DM Water in its Co-Gen Power plant so as to reduce the consumption of coal and DM Water. The Company has also installed energy efficient pumping system to reduce overall load on utilities like power. Your Company continues to strive to improve operational efficiency in its operations to conservation of energy and optimization of resource consumption.

i) Steps taken for conservation of energy during FY 2022-23:

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

Installed VFD “Variable frequency drives “in Brine Plant to control energy as per the process requirements.

Installed ATFD machines to produce the products in place reactors, filters and dryers in series to reduce power consumption.

Installed ACs with effective energy conservation.

Improvement in recovery of steam condensate water to reuse in boiler.

Auto control electricals switches installed on each reactor, ANFD, Centrifuges for lighting and saving purpose.

Company has upgraded its effluent treatment new air blower with membrane diffuser system in aeration and replaced surface aerator in ETP. This will help to improve the DO level in aeration system and also reduce energy consumption

Replacement of old high energy consumption pumps and motors with high efficiency pumps and motors to have the better control on energy savings.

Reduction in generation and distribution losses after converting into centralized operation of chilled water and sub-zero brine to save power.

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

NIL

iv) The capital investment on energy conservation equipment’s: 0.22 Million

Technology absorbtion :

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

Company strives through its indigenous in-house R&D to develop continuous process technologies in place of batch process that creates significant reduction in energy consumption, less process times. R&D and, Process engineering department has enables the innovation technologies based growth agenda of company through its technology upgradation strategies.

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 wastes.

During the financial year of review Company has successfully developed and commercialized 2 products under continuous flow reactors. Continuous flow reactors are more efficient and sustainable when compared to manufacturing products using traditional reactors. Company has successfully developed capabilities in Plug Flow, Catalytic fixed-bed flow, Tubular flow kind of reactors. This technology reduces the cycle time to manufacture a product, less energy consumptions which leads to lower utilization of efficient utilities. Company got benefits of less place, less energy and also less process times after establishing many flow processes / reactors compared with traditional reactors.

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

With the adoption of new technology using continuous flow reactors the benefits derived were increase in yield, reduction in timelines of the reaction process, proportionate reduction in cost of manufacturing and reduction in power consumption. Company increased yield of its four products, decreased consumption of raw materials in eight products, decreased consumption charge of solvent in products, recovered few products from pollutants and introduced 70 new products.

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:

Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development :

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

Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 for the benefit of employees.

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

None of the Directors of the Company are in receipt of any commission from any holding or subsidiary Company.

39. Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 Annual Return of the Company for the FY 2021-2022 has been placed at website of the Company at http:/www. amiorganics.com/annualreturn.pdf

40. Awards and Recognitions:

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

i. Your Company has been assessed by the Ecovadis which has certified your company in the Bronze category in the area of environment & sustainability.

ii. Your Company has became a member of the United Nations Global Compact (UNGC) and signatory to the Climate Neutral Now Initiative assuring our commitment to minimising climate-related risks and the environmental impact of our operations.

iii. Your company has received prestigious award “Outstanding work in Research and Development” by South Gujarat Chamber of Commerce & Industries (SGCCI).

iv. Mr. Nareshkumar R. Patel, Chairman & Managing Director of Company received the prestigious “Outstanding Business Leader-Male” by Federation of Gujarat Industries (FGI)

41. Other Disclosures :

i. Statement of Deviation(s) or Variation(s)-

In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated September 6, 2021, in respect of the Initial Public Offering of the Company. -

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

During the year, 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.

iii. 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.

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

During the year under review, no one-time settlement is done with Banks and Financial Institutions and as such there is no difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

42. Human Resources:

Board acknowledges the impeccable contribution of all employees, at all levels of hierarchy, whether at lower, junior, mid or senior levels. Each and every employee of the company is an important factor and contributor to the growth and success story of organization. During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

During the year Company implemented the revised minimum wages as per the Gujarat Government’s Directive and rolled out an increase of 25% in minimum wages for the workers category. During the year Company started

providing free meals to all the workers including permanent and contractual workers. During the year several cultural activities and training programs for the employees were successfully organized to keep up the employees skills, knowledge motivation and zeal.

43. Cautionary Statement

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

44. Acknowledgment:

The Board takes this opportunity in expressing their gratitude and appreciation to the various Government Authorities, Company’s Stakeholders’, bankers, business associates, consultants for their continued support extended to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders valued customers, suppliers, and employees of the Company.

On behalf of the Board For Ami Organics Limited

Sd/-

Nareshkumar R. Patel Place: Surat Chairman & Managing Director

Date: August 25, 2023 DIN: 00906232

Your Directors are pleased to present the Fifteenth (15th) 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, 2022.

1. Corporate Overview and General Information:

Your Company is a R&D driven manufacturer of pharma intermediates & specialty chemicals with varied end usage, focussed on the development and manufacturing of advanced pharmaceutical intermediates (“Pharma Intermediates”), New Chemical Entities (“NCE") and Other specialty chemicals for Pharmaceuticals, Agrochemicals, Cosmetics and other Industries. Company has developed and commercialised over 450 plus Pharma Intermediates for APIs across 17 key therapeutic areas since inception and NCE across select high-growth high margin chronic

therapeutic areas. On the operational front during the FY 2021-22 Company has successfully commercialized a couple of products using continuous flow reactors. It is amongst few companies in India that has successfully commercialized products using continuous flow technology. Your company has also embarked on a new CAPEX plan at the Ankleshwar manufacturing unit to support the future growth of the Advanced Intermediates business which is expected to get completed by end of the financial year 2023-24.

2. Financial Results: Standalone and consolidated

The Financial Statements of the 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

3. State of Company''s Affairs and Outlook :

COVID-19:

The outbreak of COVID-19 pandemic continued during FY 2021-22 with the second wave and third wave during the financial year under review.

The Company continued its operations under its respective Business Continuity Plans (BCP) and implemented a business normalization plan thereby mitigating the business impact. While following COVID-19 protocol as mandated by the Government, the Company gave utmost importance to the health and well-being of its employees and continued the operations serving customers at all locations.

Vaccination was identified as a key component in the fight against COVID-19 pandemic. To safeguard the health of the employees and their families, the Company also embarked on a vaccination drive for them and extended complete care and assistance at all levels during this pandemic time.

The outbreak of Coronavirus (COVID -19) pandemic globally and in India caused significant disturbance and slowdown of economic activity. The Company has assessed the impact of pandemic on its financial results/position based on the principle of prudence in applying judgements, estimates and assumptions including sensitivity analysis and has concluded that there is no major impact of COVID 19 on its operations and the recoverability of carrying values of assets. Considering that it is a dynamic and evolving situation, the management will continue to closely monitor and evaluate the impact of any material change in macroeconomic and other related factors, which may have a bearing on the Company''s operations.

Initial Public Offer:

During the year under review, your Company successfully completed its Initial Public Offer (“IPO”). Company raised Rs. 3,000 million in its initial public offering including Pre-IPO preferential allotment of Rs. 1000 million. The IPO was over-subscribed by 64.54 times in aggregate. The Equity Shares of the Company were listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE ”) w.e.f. September 14, 2021.

Business Highlights:

The financial year 2021-22 has been an year of achievements and milestones for your Company. Your Company’s Initial Public Offer got a great response with an oversubscription of 64.54 times. On the financial side company crossed the milestone of Rs. 5000 Million sales along with Rs. 1000 Million EBITDA mark. On the technology front, Company continues to evolve through extensive R&D initiatives and has become one of the first few companies in India to commercialize two products using continuous flow technology. Your Company is progressively working on expanding its business by new product developments and foraying into newer niche segments of pharma

intermediates and speciality chemicals. To cater to the incremental demand Company has embarked on setting brownfield project at Ankleshwar entailing a capex of Rs. 1,900 Million. The existing Ankleshwar facility has been demolished and work has started to set up a new plant with advance technology for pharma intermediates business, slated to have installed capacity of 436.5 KL. The new facility is expected to commercialise by end of financial year 2023-24.

The Key business highlights during the financial year 202122 may be summarised as under:

• During FY22, company has commercialised 17 new products.

• Company has successfully developed an electrolyte additive for cells used in energy storage devices. Samples are under approval with customers from pilot production.

• During the year, company has commercialized two products using continuous flow reactors and has also successfully developed three more existing products which are under pilot scale now. The company has already ordered equipment and the products will commercialize using continuous flow reactors in the FY23.

• Company has successfully developed capability in plug flow, catalytic fixed-bed flow reactors as well as tubular flow kind of reactors. These are all different kinds of continuous flow reactors.

• Company launched 2 new import substitute products during the year. Initial response to these products is encouraging and company plans to introduce more import substitute products in coming years.

• Company has successfully completed the integration of Gujarat Organics units and has been able to improve the EBITDA of the acquired facilities to 11% by streamlining processes, optimising use of utilities, cost reduction measures, which shows the operational finesse of your company.

Financial Highlights of the Company:

During the financial year of review, company’s operational revenue grew by 52.7% on an YoY basis to Rs. 5,201.3 Million. The growth was driven by 30% YoY growth in the Pharma Intermediate business coupled with the expansion of the Specialty chemicals business due to the acquisition of facilities from Gujarat Organics Limited (GOL). Your company completed the integration of two facilities acquired from GOL and company’s team has shown operational finesse by improving the EBITDA margin from these facilities from 5% in FY 21 to 11% in FY22. Key financial highlights on standalone results of operations as are under:

• Revenue from operations for FY22 grew by 52.7% YoY to Rs. 5201.3 Million as compared to 3406 Million in FY 21.

• Operational EBITDA for the full year came at Rs. 1052 Million up 31.2% as compared to Rs. 802 Million in FY21.

• Profit after tax registered a growth of 33.2% on Y-o-Y basis in FY22 to arrive at Rs. 719 Million as compared to 540 Million in FY21.

Financial Highlight of Joint Venture:

Ami Onco-Theranostics, LLC was incorporated as a limited liability company on January 29, 2015 in the State of Delaware, U.S.A. as an international corporate joint venture between Ami Onco-Theranostics LLC, a limited liability company formed under the laws of New York state in the United States of America and Ami Organics Limited. Ami Onco-Theranostics, LLC is primarily engaged in the business of commercialising, manufacturing, marketing and selling its pharmaceutical products as authorised under the objects clause of its constitutional documents. During the year of review the joint venture contributed a net loss of Rs. 1.23 Million.

4. Transfer to General Reserves:

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

5. Dividend:

In line with the Dividend Distribution Policy of the Company which is available on the Company’s website viz. www. amiorganics.com your Directors are pleased to recommend a final dividend at the rate of 30% i.e. of Rs. 3.00 per equity share of face value of Rs. 10/- for the financial year 2021-22. The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of 109.3 Million (inclusive of TDS). The dividend would be payable to all shareholders whose names appear in the Register of Members and the list of beneficial furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the Record date i.e August 1, 2022. 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”) Company has formulated a Dividend Distribution Policy, which is approved by the Board of Directors at their meeting held on March 22, 2022 [“the Board”] and is uploaded on Company’s website and the link for the same is http://www.amiorganics.com/corporate-policies.html

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 unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

6. Subsidiary Company:

Company has incorporated its Wholly owned subsidiary company with the name “Ami Organics Electrolytes Private Limited” after the end of FY 2021-22 having certificate of incorporation dated June 30, 2022. Details of wholly owned subsidiary company and foreign joint venture company have been attached under form AOC-1. (Annexure I)

7. Internal Financial Controls:

Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorised, recorded, and reported correctly in a timely manner. The Company’s Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management. During the year of review, Company has installed Complinity, a comprehensive Cloud-based Compliance Management System that tracks and monitors statutory, regulatory, central & state, secretarial and legal compliances within the company. It will help to manage and assess all applicable compliances, documents related to the compliances, activity schedule, conduct of audits, and tracking and resolving compliance issues of the Company.

Company tracks all amendments to Accounting Standards, the Companies Act and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. During the current year, the Company assessed impact of changes in Schedule III under the Act and Accounting Standards on its financial reporting and accordingly made necessary changes in its policies, processes and disclosures. All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee.

8. Change in nature of Business:

During the financial year under review, there has been no change in the nature of business of the Company.

9. 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.

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

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. Investments made during the year were within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

11. Share Capital:

As on 31st March 2022, the authorized share capital of the Company is Rs. 500 Million comprising of 50 Million equity shares of I 10 each. The paid up Equity share capital of Company as on 31st March, 2022 is Rs. 36,43,70,620/-divided into 3,64,37,062 equity shares of Rs. 10/- each.

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:

The Company has not provided any Stock Option Scheme to the employees.

e. Fresh Issue of Shares:

During the year under review

i. Company issued and allotted 16,58,374 number of equity shares of face value of Rs. 10/- at a price of Rs. 603/- (including a premium of Rs. 593/-) per equity shares aggregating to Rs. 1,000 Million on Preferential basis on August 10, 2021.

ii. Further Company came up with its Initial Public Offer of 32,78,688 number of equity shares of face value of Rs. 10/- Fresh Issue and Offer for Sale of shares of 60,59,600 equity shares of face value of Rs. 10/- from existing shareholders at a price of Rs. 610/- (including a premium of Rs. 600/-) per Equity share. Total amount aggregating to Rs. 2,000 Million was raised from the Initial public offer and Rs. 3,696 Million from Offer for sale. The Board approved the allotment of total 93,38,288 equity shares of the Company on September 8, 2021.

Equity shares, aggregating to 3,64,37,062 equity shares were listed on the BSE Limited and National Stock Exchange Limited on September 14, 2021.

12. Directors & Key Managerial Personnel:

i) Appointment of Directors:

During the year the Board at their meeting held on February 7, 2022 appointed two directors on the Board of the Company:

Dr. Anita Bandyopadhyay (DIN: 08672071) as the Additional Non-Executive & Independent Director of the Company for a period of Five (5) years starting from February 8, 2022 to February 7, 2027.

Mr. Ram Mohan Locande (DIN: 08117035) as the Additional Director and Designated as Whole Time Director of the Company for a term of five (5) years starting from February 8, 2022 to February 7, 2027.

The above appointments have been approved with requisite majority by the members through special resolutions by means of postal ballot held through remote e voting.

ii) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr. Chetankumar Vaghasia (DIN: 01375540), Whole Time Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board proposes his reappointment to the members.

iii) Re-appointment of Mr. Girikrishna Maniar as an Independent Director of the Company:

The first term of appointment of Mr. Girikrishna Maniar as an Independent Director of Company will expire on April 22, 2023.

Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee and subject to approval of members at the 15th Annual General Meeting, by way of Special Resolution, has proposed the re-appointment of Mr. Girikrishna Maniar as the Non-Executive Independent Director of the Company for second term of five (5) consecutive years on the Board of the company starting from April 23, 2023 till April 22, 2028.

iv) Resignation and Appointment of Chief Financial Officer:

Chief Financial Officer of the Company, Mr. Abhishek Patel resigned from his post, after completing tenure of 4 years at Company and the Board accepted his resignation w.e.f June 1, 2022. Board placed on record its appreciation for his invaluable contribution and commendable services to company during his tenure as Chief Financial Officer and wished him all the success in his future endeavours.

Board at its meeting held on May 21, 2022 appointed Mr. Bhavin N. Shah as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f June 1, 2022. Mr. Bhavin N. Shah is a member of “The Institute of Chartered Accountants of India “ and is having more than 18 years of rich experience in consulting, corporate accounts, and finance., Prior to joining the company, Bhavin Shah was the Deputy General Manager in Sun Pharma Advanced Research Co. Ltd. (SPARC) where he was responsible for leading Accounts, Finance, Taxation, Banking Relations, and Fundraising. He has also led the finance team at Unimark Remedies and worked as a consultant with Deloitte Haskins & Sells.

13. Board Evaluation:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others.

Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees’ terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities

14. Declaration by Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“MCA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

Familiarisation Program for Independent Directors:

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at www.amiorganics.com

15. Related Parties Transactions:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2021-22 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arm’s length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure II to this Report.

Company’s Related Party Transactions Policy appears on its website link http://www.amiorganics.com/corporate-policies.html

16. Corporate Governance:

Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A separate section on detailed report on the Corporate Governance practices followed by the Company under the Listing Regulations along with a certificate from a Practicing Company Secretary, confirming the compliance forms a part of the Annual Report.

17. Business Responsibility Report:

Company forms part of the top 1000 listed entities on BSE Limited and National Stock Exchange of India Limited as on 31st March 2022. Accordingly, pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility Report forms part of this Annual Report, describing the initiatives taken by the Company from environmental, social and governance perspective.

18. Management Discussion and Analysis (MDA):

MDA, for the financial year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section, which forms a part of the Annual Report.

19. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Companies Meeting of Board and its powers Rules, 2014, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015 Company has constituted a Vigil Mechanism for directors and employees to report genuine concerns has been established. The format of reporting and the vigil mechanism and whistle blower policy is regularly updated to the employees and Directors. The Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company at http:// www.amiorganics.com/corporate-policies.html

20. Board Meetings:

During the F.Y. 2021-22, Twelve (12) meetings of Board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Board''s report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

21. Committees of Board:

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2022, the Board has following committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• IPO Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

22. Risk Management

Risk Management is at the core of the business which provides framework towards risk identification, analysis & prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. The Board has constituted a Risk Management Committee as required under Regulation 21 of the SEBI Listing Regulations to frame, implement and monitor the risk management plan of the Company.

Risk Governance Framework is created within the Company in the following lines :

(i) Risk Management Committee : The Committee oversees implementation of mechanism of Operational Risk Management and guide the organization towards that. The Committee reports to the Board. The Committee has atleast one independent director.

(ii) Chief Risk Officer (CRO) : CRO is appointed by the Board of Directors and his role is to facilitate risk management mechanism through decentralized approach, providing support and guidance to the whole organization.

(iii) Three Lines of Defence : For proper Governance and control, the organization has three lines of defence.

First line of defence include actual functional owners throughout the organization, mainly consists of MD, EDs, KMPs, other Senior Management and Functional Heads. The company is run by these officials and they are supposed to take care of risks within their own functional areas.

Second line of defence include Chief Compliance Officer, Chief Risk Officer who do not participate in day to day operations of the company but facilitate compliance risk management process through support and guidance for other functions

Third line of defence is internal auditors who reports their observations to Audit Committee.

(iv) Risk Champions / Risk Co-ordinators (RC Group) : The Company has appointed one official from each function, who is responsible for carrying out risk management initiative within their own functional area. This is under guidance of CRO and their own functional Head. This group is called RC- Group and is instrumental for decentralized effective implementation of risk management mechanism.

23. Business Continuity Plan :

Company has also Business Continuity Plan in place, which has been designed to ensure continuity of critical processes during any disruption. The continual disruptions caused by the COVID 19 pandemic tested the BCP of the Company, nevertheless, it continued to operate in line with the procedures outlined in its Business Continuity Plan. As a result, Company was able to continue to protect and serve customers while taking care of the health of their employees.

24. Risk Management Policy :

Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

Company recognises that all emerging and identified risks need to be managed and mitigated to

• Protect its shareholder''s and other stakeholder''s interests;

• Achieve its business objectives; and

• Enable sustainable growth.

The risk management includes identifying types of risks and its assessment, risk handling, monitoring and reporting. The Company has framed a sound Risk Management Policy to identify and evaluate potential business risks and its mitigation and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Business Risks, Finance Risks, Market Risk, Regulatory risk, Liquidity risk, and Technology risk. The Company has worked out mitigation plans for the aforesaid risks. The risk management policy is available at the website of Company at http://www. amiorganics.com/corporate-policies.html

25. Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall: (i) formulate the criteria for board membership, including the appropriate mix of Executive & Non-Executive Directors; (ii) approve and recommend compensation packages and policies for Directors and Senior Management; and (iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors.

The salient features of the Nomination and Remuneration Policy of the Company along with highlights are outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company at http://www.amiorganics.com/corporate-policies.html

26. 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.

29. AUDITORS:

Statutory Auditors:

M/s. Maheshwari & Co., Chartered Accountants, bearing ICAI Registration Number: 105834W has been appointed as Statutory Auditor of the company for a period of five years starting from the Annual General Meeting held for FY 201819 till Annual General Meeting to be held for FY 2022-23. The report of the Statutory Auditors of the Company forms part of the annual report.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2022. 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.

During the year under review, the statutory auditors have not reported to the Audit Committee under sec-tion 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its offi-cers 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 & Co., Cost Accountant has been appointed as Cost Auditors of the Company for the conduct of Cost Audit for the FY 2022-23. 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 AGM Notice as Special Business. The Cost Audit report for the FY 2020-21 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, 2022 will be filed in due course.

Internal Auditors:

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 2021-22, Company appointed 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 report to the Audit Committee on quarterly basis. Several recommendations were received from the Internal Auditors and most of them were complied by the management during the FY 202122. Company has reappointed K. C. Mehta & Co. LLP as the Internal Auditors for conducting Internal audit of the company for FY 2022-23.

Secretarial Auditors:

The Board appointed M/s Kashyap Shah & Co., Practicing Company Secretary, to conduct secretarial audit for the financial year 2021-22. The secretarial audit report for the financial year ended March 31, 2022 is annexed herewith marked as Annexure VI 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. It is annexed to this report as Annexure VII. The remarks provided in the report are self-explanatory. The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.

30. 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.

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

Company has in place an Anti-Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). All employees (permanent, contractual, temporary, trainees) are covered under this policy. Company has constituted the Internal Complaints committee consisting of male and female employees of Company and a reputed female lawyer as an external member of the internal complaints committee. Three internal committees have been constituted at all place of business locations of the Company.

Company has also submitted the Annual report under POSH Act to the District Officer of concerned locations. Regular awareness sessions and interaction programmes with female employees are held. As per the Annual Report of Internal Complaints Committee there was a single case of sexual harassment complaint received from a female employee of Company during the Financial Year 2021-22. The case was heard at the meeting of Internal Complaints Committee Meeting and was resolved upon voluntary withdrawal of complaint by the complainant.

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

Pursuant to 134(3)(M) Of the Companies Act, 2013 Read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

Conservation of Energy:

All business units continued their efforts to improve energy usage efficiencies and increase the share of renewable energy. Various key performance indicators like specific energy consumption (energy consumed per unit of product), energy costs and renewable energy contributions were continuously tracked to monitor alignment with the Company’s overall sustainability approach.

i) Steps taken for conservation of energy:

a) Installed VFD in Brine Plant.

b) Installed ATFD machines to reduce power consumption

c) Installed ACs with effective energy conservation

d) Improvement in recovery of steam condensate water to reuse in boiler.

e) Automatic buttons on reactors for lighting and energy saving.

f) Company has upgraded its effluent treatment new air blower with membrane diffuser system in aeration tank and replaced surface aerator in ETP. This will help to improve the DO level in aeration tank and also reduce energy consumption.

g) Replacement of old pumps and motor with high efficiency pumps & motors.

h) Reduction in generation and distribution losses after converting into centralized operation of chilled water and sub-zero brine to save power.

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

NIL

iii) The capital investment on energy conservation equipment’s: Rs. 17.53 Million

Technology absorbtion :

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

Company strives through its indigenous in-house R&D to develop technologies that create significant value. R&D enables the innovation based growth agenda of company through its technology development strategies. 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.

During the financial year of review Company has successfully developed and commercialized 2 products under continuous flow reactors. Continuous flow reactors are more efficient and sustainable when compared to manufacturing products using traditional reactors. Company has successfully developed capabilities in plug flow, catalytic fixed-bed flow, Tubular flow kind of reactors. This technology reduces the cycle time to manufacture a product which leads to lower utilization of utilities. The space required to fit a flow reactor is considerably lower than the traditional reactors.

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

With the adoption of new technology using continuous flow reactors the benefits derived are increase in yield, reduction in timelines of the reaction process, proportionate reduction in cost of manufacturing and reduction in power consumption. Company increased yield of its four products, decreased consumption of raw materials in eight products, decreased consumption charge of solvent in product, recovered few product from pollutants and introduced 17 new products.

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:

Company has not imported any technology and hence not applicable.

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

Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 for the benefit of employees.

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

None of the Directors of the Company are in receipt of any commission from any holding or subsidiary Company.

35. Annual Return

Pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 Annual Return of the Company for the FY 2020-21 has been placed at website of the Company at https://www. amiorganics.com/annual-reports.html

36. Awards and Recognitions:

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

i. Company has been awarded with the prestigious FIST Award 2021 in the category “ Safe and Secure Manufacturing Facility “ FIST awards are annual

awards initiated by Fire & Security Association of India (www.fsai.in). The awards recognize extraordinary contribution of organization and individuals in the field of security, safety, firefighting and emergency response.

ii. FGI Award for Outstanding Business Leader :

Managing Director, Mr. Nareshkumar Patel has been awarded with the prestigious “Outstanding Business Leader” award hosted by the Federation of Gujarat Industries. The award felicitates the excellence of business leader in the field of Innovation, ambition and clarity of vision of an Entrepreneur/ Business Leader, overall management inputs to increase productivity and reducing cost, strong leadership with the ability to drive the business forward and solve day to day business problems.

37. Other Disclosures :

i. Statement of Deviation(s) or Variation(s)-

In terms of Regulation 32 of the Listing Regulations, there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated September 6, 2021, in respect of the Initial Public Offering of the Company. -

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

During the year, no significant and material order was passed by any of the Regulators or courts in respect of any litigation involving the Company.

iii. 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.

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

During the year under review, no one-time settlement is done with Banks and Financial Institutions and as such there is no

difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

v. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are are no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year 2021-22 to which the financial statements relate and the date of the report.

38. Human Resources:

Board acknowledges the impeccable contribution of all employees, at all levels of hierarchy, whether at lower, junior, mid or senior levels. Each and every employee of the company is an important factor and contributor to the growth and success story of organization. During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. In the last year owing to the challenges posed by the second wave of Covid pandemic, Company’s HR department had strategically undertaken various measures to combat the outbreak of CoVID 19 among its employees. Proper care was taken to provide safe and healthy work environment to employees by providing safe work place by ensuring covid related guidelines, regular health checkups, thermal screening and regular sanitization of work place. Company also undertook a drive to vaccinate without any charges free to all the employees and workers of Company.

During the start of financial year Company had acquired two business units of Gujarat Organics Limited -one in Ankleshwar and another in Jhagadia. As a part of business transfer agreement, Company had absorbed all the employees of Ankleshwar and Jhagadia unit into its payroll Although a massive task, but the HR department of Company took up the challenge and had effectively integrated 170 employees of the units into the Company’s payroll and work culture. Appointment letters, trainings, familiarization programmes and induction were provided to the employees so absorbed. During the year Company also undertook its progressive plan to digitize the entire payroll, attendance, tax calculation, leave management etc. operations of the HR department with the installation of TCS Chroma HR module. Forward looking, management is in process of redesigning and digitizing the

recruitment and performance appraisal activities to achieve efficiency and saving of manpower costs and time. During the year several cultural activities and training programs for the employees were successfully organized to keep up the employees skills, motivation and zeal.

39. Cautionary Statement

Statements in this Directors’ Report and Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

40. Acknowledgment:

The Board takes this opportunity in expressing their gratitude and appreciation to the various Government Authorities, Company’s stakeholders’, bankers, business associates, consultants for their continued support extended to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders, valued customers, suppliers, and employees of the Company.

On behalf of the Board For Ami Organics Limited

Sd/-

Nareshkumar R. Patel

Place: Surat Chairman & Managing Director

Date: July 15, 2022 DIN: 00906232