Amal Ltd Annual Report 2024-25
The logo of Amal Ltd is a diya whose constituents are an earthen pot, ghee, a wick and a flame. Our actions (symbolised by ghee) will remain within the boundary of ethics (symbolised by the earthen pot) and we will through hard work (symbolised by the wick) achieve our purpose (symbolised by the flame). Contents Raise your abilities to the height of your goals. - Swami Vivekananda 01-17 Corporate overview 02 About Amal 03 Performance at a glance 04 Purpose 05 Values 06 Materiality assessment 07 Pillars of value creation 08 Value creation model 10 Stakeholder engagement Performance overview 13 Letter to the shareholders 14 Financial trend (standalone and consolidated) Governance overview 15 Governance structure 16 Board of Directors 18-76 Statutory Reports 18 Directors’ Report 25 Annexure to the Directors’ Report 38 Management Discussion and Analysis 39 Corporate Governance Report 59 Notice 77-200 Financial Statements 77 Standalone Financial Statements - Independent Auditor’s Report - Financial Statements 140 Consolidated Financial Statements - Independent Auditor’s Report - Financial Statements 51st Annual General Meeting Friday, August 29, 2025 10:30 am The meeting will be held through video conferencing.
1 We hope that this first edition of integrated annual report of our Company will serve as a comprehensive reflection of its performance and way forward. It is our endeavour that at every opportunity we enrich the report with additional, relevant information for the shareholders that may help them make informed decisions. Basis of reporting This report is prepared in accordance with: • Companies Act, 2013 (and the Rules made thereunder) • Indian Accounting Standards • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 • Secretarial Standards in line with Companies Act • Integrated Reporting <IR> framework (a benchmark for best practices in corporate reporting) Reporting scope This report outlines the sustainability performance of our Company, which operates exclusively in the bulk chemicals segment. The Company is guided by its Board of Directors and functions through a matrix organisational structure to achieve overall functional excellence. Reporting boundary The financial information presented in this report relates to the standalone and consolidated operations of our Company, as specified in the relevant sections. The non-financial information primarily focuses on consolidated operations, unless otherwise stated. Reporting period The reporting period for this report is from April 01, 2024 to March 31, 2025. Materiality determination This report provides balanced information about the relevant matters that substantively affect the ability of our Company to create value both positively and negatively. We have taken a holistic perspective by engaging with the stakeholders to identify material information or matters. Forward-looking statements In this report, we have shared information and made forward-looking statements to enable investors to know the product portfolio, business logic of our Company and thereby comprehend its prospects. These include all statements other than statements of historical facts, including those regarding the financial position, business strategy, management plans and objectives for future operations. Such statements that we make are based on our assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘intend’, ‘plan’, ‘project’ or words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised although we believe we have been prudent in our assumptions. The actual results may be affected because of uncertainties, risks and even inaccurate assumptions. If uncertainties or known or unknown risks materialise or if underlying assumptions prove inaccurate, actual results may vary materially from those anticipated, believed, estimated, intended, planned or projected. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise. Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports
Amal Ltd | Annual Report 2024-25 Amal Ltd 2 About Amal Amal Ltd (Amal) is engaged in the manufacturing and marketing of bulk chemicals such as Sulphuric acid and Oleum and their downstream products such as Sulphur dioxide and Sulphur trioxide. The plant is located in Ankleshwar, Gujarat, India. Amal was promoted by Piramal Group in 1974-75; the controlling interest of the Company was sold to Atul Ltd in 1985-86. The Company has incorporated a wholly-owned subsidiary, Amal Speciality Chemicals Ltd on October 12, 2020.
3 Performance at a glance Financial Standalone financials ` 4,888 lakh ` 1,155 lakh ` 937 lakh ` 124 lakh ` 5.56 Revenue EBITDA PBT Capital expenditure Earning per share Dividend per share: ` 1 Consolidated financials ` 13,532 lakh ` 4,383 lakh ` 3,261 lakh ` 352 lakh ` 23.69 Revenue EBITDA PBT Capital expenditure Earning per share Non-financial* Environment 37,073 kL 28,877 kL 1 savings in fresh water consumption Water recycled Zero liquid discharge site Social 3,084 7 100% Beneficiaries of CSR projects CSR projects implemented Procurement sourced from India Governance 100% no no Adherence to code of conduct Cases of corruption and anti-competitive practise Instances of data breach *consolidated basis Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports
Amal Ltd | Annual Report 2024-25 Amal Ltd 4 Purpose We are committed to significantly enhancing value for our stakeholders by: fostering a spirit of continuous learning and innovation adopting developments in science and technology providing high quality products and services, thus becoming the most preferred partner having people who practice Values and exemplify a high standard of behaviour seeking sustained, dynamic growth and securing long-term success taking responsible care of the surrounding environment improving the quality of life of the communities we operate in
5 Values In an environment where change is a way of life, continuity of Values provides stability and is fundamental to us. We have therefore formalised key Values and are committed to institutionalising them. We will seek to create an environment wherein these Values are consistently practised and nurtured and ensured that they are not compromised. INTEGRITY Working with honesty, following the highest standards of professionalism. Integrity is when our decisions and actions remain consistent with our thoughts and words, written or spoken. UNDERSTANDING How well we work with others depends on our ways to connect and this in turn is based on our level of Understanding of human relationships. This certainly does not mean that we accept poor performance, but that we do it the right way. Understanding is the external manifestation of internal realisation. UNITY Working together and taking advantage of synergy while harnessing the unique abilities of each of us to achieve a larger goal. Unity is the realisation that though we may work in different areas, we are finally interconnected and that interdependence is a higher order of living than independence. Though we may be many, we share a common purpose. RESPONSIBILITY Delivering value and taking ownership of actions. Responsibility must also give us the realisation that what is good for the business must be in the overall good. In essence, we must work with a spirit of trusteeship for the shareholders and other stakeholders. What comes to us must be returned many times over. EXCELLENCE A drive that is more from inside than outside; it is about us seeking to continuously improve and develop an eye for innovation even in day to day work. Excellence is about excelling in everything we do and not giving up. Excellence is also a journey, not simply a destination in itself. Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports
Amal Ltd | Annual Report 2024-25 Amal Ltd 6 Materiality assessment Materiality assessment is the foundation of the environmental, social and governance (ESG) initiatives for our Company. It allows us to gather critical insights on the importance of specific ESG topics. In 2024-25, for the first time, we conducted materiality assessment through a structured process to capture the perspectives of all stakeholders to adopt a holistic approach towards ESG topics material to our Company. Materiality matrix Low High High 8 9 10 15 16 13 11 12 1 2 3 4 7 5 6 Environmental Social Governance Importance of stakeholders Moderate Low Impact to the business Moderate 14 1 Climate change 2 Water 3 Energy efficiency 4 Pollutants 5 Occupational health and safety 6 Employee development 7 Logistics 8 Process and chemical safety 9 Corporate governance 10 Quality assurance 11 Digitalisation 12 Responsible sourcing 13 Diversity and inclusion 14 Compliance 15 Community support 16 Information security and data privacy High impact Moderate impact Low impact
7 Pillars of value creation Our Company optimises the deployment of the six capitals across its operations to maximise value for its stakeholders. Financial capital This refers to the monetary pool that is available to an organisation for production of its goods or provision of its services. It is usually obtained from equity, debt and (or) generated through operations. Our Company is committed to efficiently using its monetary resources (generated from its operations) to deliver long-term sustainable growth and thus enhance its value and share it with all its stakeholders. Manufactured capital This refers to the manufacturing assets (such as buildings, machineries and plants) that the organisation depends upon for carrying out its operations. It also comprises products manufactured by an organisation whether for sale or for its own use. Our Company is committed to safely improving efficiencies and increasing capacities (debottlenecking and new), incorporating initiatives related to digitalisation and deliver quality products to its consumers. Human capital This refers to the strength of team members within an organisation. It encompasses their knowledge, skills and attributes. It also comprises their alignment with and support for the governance framework. Our Company is committed to continually enriching and empowering its team members (through upskilling), thus fulfilling their aspirations while creating a purpose-led and future-ready organisation. Natural capital This refers to all renewable and non-renewable resources that are used by an organisation for manufacturing | producing goods or providing services. It comprises amongst others air, forests, land, minerals and water. Our Company is committed to managing its ecological footprint through sustainable sourcing and initiatives to mitigate risks related to climate change, pollutants and water scarcity, thus create a positive impact on the planet. Intellectual capital This refers to the knowledge base of an organisation. It comprises, amongst others, intellectual properties like copyrights, patents, procedures, protocols, rights and licenses, softwares and systems. Our Company is committed to enhancing consumer experience through improvements and innovations in i) processes across its functions in general and ii) research and development in particular, to introduce sustainable manufacturing processes and new products. Social and relationship capital This refers to relationships that an organisation has established with different stakeholder groups, formal and informal entities and institutions associated with it to improve both individual and collective well-being. Our Company is committed to nurturing relationships with each of its stakeholder groups, creating a favourable impact on them and together implementing well-being programs for the society at large to promote inclusive growth. Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports
Amal Ltd | Annual Report 2024-25 Amal Ltd 8 Value creation model FINANCIAL CAPITAL t CapEx: ` 352 lakh t Borrowings (net): nil Manufacturing Logistics Sales Consumer insights Sourcing Marketing HUMAN CAPITAL t Team strength: 89 members t Training: 4,800 man-hours t Safety training man-hours: 9,450 hrs INTELLECTUAL CAPITAL t Improvement through process efficiency (number of initiatives): nine MANUFACTURED CAPITAL t Manufacturing facilities: two t Manufacturing and production assets - net block: ` 8,035 lakh t Zero liquid discharge site: one NATURAL CAPITAL t Total raw material consumption (MT): 48,590 t Total energy consumption (kWh): 1,21,75,341 t Total water consumption (kL): 2,71,125 SOCIAL AND RELATIONSHIP CAPITAL t CSR amount spent: ` 7.01 lakh t No. of customers: 72 t No. of suppliers: 415 WHAT WE DEPEND ON WHAT WE DO t
9 VALUE WE CREATE VALUE WE CREATE FOR t Revenue: ` 13,532 lakh t PAT: ` 2,929 lakh t RoCE: 36% t Rate of dividend: 10% t Team welfare expense (` lakh): 15 t LTIFR (permanent team members): zero t Labour unrest: zero t Amount saved because of improvement in process efficiency: ` 361 lakh t No. of products: six t Industries served: eight t Water recycled: 28,877 kL t Emmission avoided (tCO2e): 20,671 t CSR beneficiaries: 3,084 t Customer satisfaction score: 94% Customers We supply our products to custmers consisting of users and channel partners to grow their business (and ours). People We aim to create a safe and happy environment, reward team members fairly and provide them with oppurtunities to learn and grow. Suppliers and business partners We partner with suppliers and business partners for our materials and services requirement which in turn grow their business (and ours). Planet We aim to make our planet better by improving our operations and bringing down gaseous emissions, liquid effluents and solid wastes. Government We contribute to the exchequers through our business operations and also undertake public-private partnership projects. Society We serve, in particular, the communities we operate in, and in general, the society, to make a difference in the lives of people. Shareholders We strive to deliver responsible, profitable and consistent growth for our shareholders, taking a long-term view. Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports t
Amal Ltd | Annual Report 2024-25 Amal Ltd 10 Stakeholder engagement Operations of our Company directly or indirectly impact various sections of society. Business model of our Company places stakeholders – customers, team members, suppliers and business partners, planet, government, society and shareholders – at the core, and we endeavour to understand their evolving needs and expectations. This understanding empowers us to make informed decisions that builds trust and safeguards their interests and ensures sustained value creation across short, medium and long-term. We have identified seven stakeholder groups critical to our Company. Capitals Financial Manufactured Human Natural Intellectual Social and relationship Team members Capital linkages Key interests and concerns Competitive remuneration Diversity and inclusions Learning, development and career growth Purpose at work Safe and secure workplace Methods of engagement Communication* Goal setting, performance reviews and feedbacks Intranet Frequency ongoing, *once a year Customers Capital linkages Key interests and concerns Competitive costs Knowledge support On-time deliveries Reliable services Return on investment Methods of engagement CRM platform Personal outreach Website Frequency ongoing
11 Planet Capital linkages Key interests and concerns Pollutants decrease and treatment Protection of biodiversity Regeneration of nature Renewable energy Water harvesting and recycling Methods of engagement Advocacy with relevant local and state authorities Engagement with communities Environment impact assessments Frequency ongoing Government Capital linkages Key interests and concerns Capacity and skill building Compliance to laws Contribution to exchequer Natural assets protection Product safety Methods of engagement Advocacy through industry associations Personal outreach Statutory approvals Frequency ongoing Suppliers and business partners Capital linkages Key interests and concerns Fair selection process Knowledge support Mutually beneficial partnership Shared commitment on responsible sourcing Timely payments Methods of engagement Personal outreach Supplier evaluation and reviews Supplier meet* Frequency ongoing, *once a year at a group level Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports
Amal Ltd | Annual Report 2024-25 Amal Ltd 12 Society Capital linkages Key interests and concerns Education and empowerment Employment Environment protection Health Infrastructure development Methods of engagement Personal outreach Need assessment surveys Frequency ongoing Initiatives by and projects of Atul Foundation Shareholders Capital linkages Key interests and concerns Business resilience and growth Communication Corporate governance Dividends Long-term value creation Methods of engagement Annual general meeting* Annual report* Stock exchange filings Frequency ongoing, *once a year
13 Letter to the shareholders Dear fellow shareholders, Our Company was originally established as Piramal Rasayan Ltd in 1974-75 by Piramal Group – it has thus entered its 51st year, and we are pleased to present its annual report 2024-25 which we have further enhanced to provide a better understanding to you about its business. Our Company improved its consolidated performance and put forward its hitherto best results in 2024-25: • Sales at ` 135 cr increased by 57% and PBT at ` 33 cr increased by 11 times. • It wiped out its remaining carried forward loss of ` 14 cr which at peak was ` 56 cr. • It repaid its entire borrowing and generated cash surplus of ` 22 cr (as on March 31, 2025). The main contributors were higher price realisation and capacity utilisation. The standalone performance of our Company also improved significantly in 2024-25: • Sales at ` 49 cr increased by 56% and PBT at ` 9 cr increased by three times. The Board recommended 10% dividend for your consideration, and we trust you will unanimously approve the same. Our Company contributed ` 7 lakh towards corporate social responsibility in 2024-25: • The funds were spent in the areas in sync with national priorities, namely, health and infrastructure. Our Company channelled funds through Atul Foundation, the umbrella trust of Atul Ltd established for serving the society. At this time, we have three key objectives to strengthen our Company further: • One, to invest in upgrading the existing manufacturing facility – two CapEx proposals of ` 6 cr are underway. • Two, to expand (selected existing products) and add new related products. • Three, to further strengthen the leadership team to secure future growth. The aim is to develop a future-fit and purpose-led entity. We value the team members for their commitment and dedication, customers for giving us an opportunity to serve and Independent Directors for their critical analysis, guidance and support. Your trust in us drives us to consistently improve all what we undertake. With best wishes, Sincerely, (Rajeev Kumar) (Sunil Lalbhai) Managing Director Chairman Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports
Amal Ltd | Annual Report 2024-25 Amal Ltd 14 Financial trend (` lakh) Particulars Standalone Consolidated 2024-25 2023-24 2022-23 2021-22 2020-21 2019-20 2018-19 2017-18 2016-17 2015-16 2024-25 2023-24 Operating results Net Sales 4,888 3,133 3,916 4,348 3,042 3,260 3,287 3,164 2,572 2,318 13,532 8,609 Revenue 4,950 3,337 4,319 4,530 3,166 3,434 3,344 3,197 2,579 2,324 13,584 8,627 EBITDA 1,155 567 384 597 1,255 1,565 1,290 1,256 1,193 407 4,383 1,554 Finance cost 58 58 88 95 73 210 238 247 267 235 203 373 EBTDA 1,097 510 296 502 1,182 1,354 1,052 1,009 926 171 4,181 1,181 Depreciation 160 164 159 170 96 85 54 38 37 37 919 903 PBT 937 345 137 332 1,086 1,269 998 970 889 135 3,261 278 Tax 250 103 64 90 202 350 223 - - - 332 107 Net profit 688 243 76 241 884 919 775 970 889 135 2,929 170 Financial position Gross block1 2,234 2,151 1,939 1,915 1,531 1,199 1,100 794 700 655 10,944 10,685 Net block1 1,302 1,361 1,313 1,447 1,191 955 939 682 626 618 8,052 8,713 Other assets (net) 8,320 7,573 7,378 2,404 2,567 2,047 1,877 1,521 759 (76) 1,866 648 Capital employed 9,622 8,934 8,691 3,850 3,757 3,002 2,816 2,203 1,385 542 9,918 9,361 Equity share capital 1,236 1,236 1,236 943 943 943 943 943 703 703 1,236 1,236 Advance towards share capital - - - - - - - - 240 240 - - Other equity 8,386 7,697 7,454 2,735 2,494 1,610 691 (83) (1,054) (1,944) 8,682 5,753 Total equity 9,622 8,934 8,691 3,678 3,436 2,553 1,634 859 (112) (1,002) 9,918 6,989 Borrowings - - 1 172 321 449 1,182 1,344 1,497 1,544 - 2,371 Per equity share (`) Book value 77.83 72.26 70.30 39.02 36.46 27.09 17.33 9.12 (1.59) (14.26) 80.23 56.54 EPS 5.56 1.96 0.16 2.58 9.38 9.75 8.22 11.92 12.65 1.94 23.69 1.23 Key indicators EBITDA % 23.63 18.11 9.79 13.74 41.26 47.99 39.25 39.69 46.40 17.56 32.39 18.05 EBTDA % 22.44 16.26 7.55 11.55 38.85 41.55 32.00 31.88 36.01 7.40 30.89 13.72 PBT % 19.17 11.02 3.49 7.64 35.71 38.93 30.36 30.67 34.56 5.82 24.10 3.23 Employee cost % 5.88 7.51 5.95 4.96 5.51 3.98 3.02 2.21 2.12 2.90 4.40 5.83 Finance cost % 1.19 1.84 2.25 2.19 2.39 6.44 7.25 7.82 10.40 10.16 1.50 4.33 Operating cash flow | total revenue % 21.08 10.00 (5.41) 21.63 36.00 42.23 26.29 25.87 28.13 1.04 36.59 57.62 Asset turnover ratio2 2.21 1.46 2.02 2.27 2.40 2.73 2.99 4.46 3.71 3.76 1.24 0.81 ROCE % 10.65 4.53 3.54 11.39 34.65 48.66 48.84 70.58 126.03 118.28 35.90 6.98 RoNW % 7.42 2.76 1.23 6.78 29.51 43.91 62.18 259.58 NA NA 34.65 2.47 Notes: 1 Including capital work-in-progress | 2 Excluding capital work-in-progress
15 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports Governance structure The governance structure of our Company is multi-tiered, comprising the Board of Directors, Board Committees, Managing Director and the Management Committee. The Board is responsible for and committed to the principles of corporate governance in our Company. It discharges some of its responsibilities directly and others through the Board Committees. In addition to the Board Committees, the Board is supported by the Managing Director and Executive Directors. Board of Directors Management accountability Board oversight Board Committees Audit Committee Corporate Social Responsibility Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Managing Director, Executive Directors and Management Committee Board composition 57% 14% 29% Independent Directors Managing Director Non executive Directors 100% Members of Audit Committee are Independent Directors 100% Committees are led by Independent Directors
Amal Ltd | Annual Report 2024-25 Amal Ltd 16 Mr Rajeev Kumar is the Managing Director of the Company since 2017. Mr Kumar holds a graduate degree in Engineering from the Indian Institute of Technology, Roorkee and a postgraduate degree in Management from Indira Gandhi National Open University. Board of Directors Mr Gopi Kannan Thirukonda is a Director of the Company since 2010 and is also the Chief Financial Officer and Whole-time Director of Atul Ltd. Mr Gopi Kannan is a Fellow Member of the Institute of Chartered Accountants of India, the Institute of Cost and Management Accountants of India and the Institute of Company Secretaries of India. He holds a postgraduate diploma in Management from Indian Institute of Management, Ahmedabad. Mr Sunil Lalbhai is the Chairman of the Company since 2010 and is also the Chairman and Managing Director of Atul Ltd. Mr Lalbhai holds a postgraduate degree in Chemistry from the University of Massachusetts and a postgraduate degree in Economic Policy and Planning from Northeastern University. Ms Mahalakshmi Subramanian was a Director of the Company from August 2014 to August 2024. Ms Subramanian holds a graduate degree in Commerce. She is a Fellow Member of the Institute of Chartered Accountants of India and is a Certified Financial Risk Manager from the Global Association of Risk Professionals. Committees of the Board Audit Committee Nomination and Remuneration Committee C Chairman Corporate Social Responsibility Committee Stakeholders Relationship Committee M Member M M M M M
17 Mr Jyotin Mehta is a Director of the Company since 2022. Mr Mehta holds a graduate degree in Commerce. He is a Fellow Member of the Institute of Chartered Accountants of India, the Institute of Cost and Management Accountants of India and the Institute of Company Secretaries of India. Ms Dipali Sheth is a Director of the Company since February 2024. Ms Sheth is the founder of Eternity Legal. She holds a postgraduate degree in Law from the University of Mumbai and is a Solicitor in Mumbai, England, and Wales. Ms Drushti Desai is a Director of the Company since February 2024. Ms Desai is a Partner at Bansi S Mehta & Co and formerly served as the Chairman of the Western India Region of the Institute of Chartered Accountants of India (ICAI). She holds a graduate degree in Commerce from the University of Mumbai and is a Fellow Member of the ICAI. Mr Venkatraman Srinivasan is a Director of the Company since February 2024. He had previously served as a member of the Depositor Education and Awareness Fund established by the Reserve Bank of India and as a co-opted member of Expert Advisory Committee of the Institute of Chartered Accountants of India (ICAI). He holds a graduate degree in Commerce from the University of Mumbai and is a Fellow Member of the ICAI. Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports C M M C M C M M
Amal Ltd | Annual Report 2024-25 Amal Ltd 18 Directors’ Report Dear Members, The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements for the year ended on March 31, 2025. 01. Financial results (` lakh) Standalone Consolidated 2024-25 2023-24 2024-25 2023-24 Revenue from operations 4,888 3,133 13,532 8,609 Sales and other income 4,950 3,337 13,584 8,627 Profit before tax 937 345 3,261 278 Provision for tax 250 103 332 107 Profit for the year 687 243 2,930 170 Other comprehensive income (net of tax) 1 0 (1) (0) Total comprehensive income 688 243 2,929 170 Balance brought forward 531 288 (1,388) (1,539) Balance carried forward 1,219 531 1,541 (1,388) 02. Performance Standalone revenue for the year at ` 4,888 lakh increased by 56% compared to that of last year. The improvement was the outcome of increase in price realisation by 29% and increase in volume by 27%. Profit before tax (PBT) at ` 937 lakh increased by 172% mainly because of higher sales price and volume. Consolidated revenue for the year at ` 13,532 lakh increased by 57% compared to that of last year. The improvement was the outcome of increase in price realisation by 37% and increase in volume by 20%. The Company earned PBT of ` 3,261 lakh during the year. As a result, the brought-forward consolidated profit stood at ` 1,541 lakh, compared to a loss of ` 1,388 lakh last year. 03. Dividend The Board recommended dividend of ` 1 per equity share of ` 10 each fully paid-up for the year ended on March 31, 2025. The dividend will entail an outflow of ` 124 lakh on the paid-up equity share capital of ` 1,236 lakh. 04. Energy conservation, technology absorption, foreign exchange earnings and outgo Information required under Section 134(3) (m) of the Companies Act, 2023 (the Act), read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this report which is given on page number 26. 05. Insurance The Company has taken adequate insurance for its current and fixed assets, employees and products against various relevant risks. 06. Risk management Risk management is an integral part of the business practice of the Company. The framework of risk management concentrates
19 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to the business reality, is pragmatic, simple and involves the following: a) Risk identification and definition - Focuses on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors. b) Risk classification - Focuses on understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk interrelationships. c) Risk assessment and prioritisation - Focuses on determining risk priority and risk ownership for critical risks. This involves the assessment of the various impacts taking into consideration the risk appetite and the existing mitigation controls. d) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones. e) Risk reporting and monitoring - Focuses on providing to the Audit Committee and the Board, periodic information on risk profile evolution and mitigation plans. Roles and responsibilities Governance The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on a) to d) listed above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board. The Board reviews and guides the Risk Management Policy. Implementation Implementation of the Risk Management Policy is the responsibility of the Management. It ensures the functioning of the risk management system as per the guidance of the Audit Committee. The Company has a risk management oversight structure and has a Chief Risk and Compliance Officer. The Management at various levels takes accountability for risk identification, appropriateness of risk analysis and timeliness as well as the adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board. 07. Internal financial controls The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. These include those policies and procedures that: a) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made
Amal Ltd | Annual Report 2024-25 Amal Ltd 20 only in accordance with authorisations of the Management and the Directors of the Company, c) provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls concerning the Financial Statements. The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2025 and the Board believes that the controls are adequate. 08. Fixed deposits The Company did not accept any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as of March 31, 2025. 09. Loans, guarantees, investments and security Particulars of loans, guarantees, investments and security provided are given on page number 107. 10. Subsidiary company Amal Speciality Chemicals Ltd is the material subsidiary in accordance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). 11. Related party transactions All the transactions entered into with the related parties were in the ordinary course of business and on an arm’s length basis and were reviewed and approved by the Audit Committee and material related party transactions were approved by the members in compliance of the Listing Regulations. Details of such transactions are given on page number 119. No transactions were entered into by the Company that required disclosure in Form AOC - 2. 12. Corporate social responsibility The Corporate Social Responsibility (CSR) Policy, the CSR Report and the composition of the CSR Committee are given on page number 26. 13. Annual return Annual return is available on the website of the Company at: https://www.amal.co.in/investors/ information-for-stakeholders/annual-generalmeeting/ 14. Auditors Statutory Auditors Deloitte Haskins & Sells LLP, Chartered Accountants were reappointed as the Statutory Auditors of the Company at the 48th Annual General Meeting (AGM) held on September 08, 2022, until the conclusion of the 53rd AGM. The Auditor’s Report for the financial year ended on March 31, 2025, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report. Secretarial Auditors SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2024-25 and their report is given on page number 30. The Secretarial Audit Report of Amal Speciality Chemicals Ltd, the material subsidiary, is also given on page number 33. As per Regulation 24A of the Listing Regulations, Secretarial Auditors can be appointed for a term of five consecutive years with the approval of the members. Accordingly, based on the recommendation of the Audit Committee, the Board at its meeting held on July 11, 2025, recommended the appointment of SPANJ & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive financial years from 2025-26
21 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports to 2029-30 for the approval of the members at the ensuing AGM. SPANJ & Associates have given their consent to act as the Secretarial Auditors and confirmed their eligibility for appointment. 15. Directors’ responsibility statement a) In preparation of the annual accounts for the financial year that ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures. b) The accounting policies were selected and applied consistently and judgements and estimates thus made 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 that period. c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The attached annual accounts for the year ended on March 31, 2025, were prepared on a going concern basis. e) Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively. 16. Directors 16.1. Retirement | Reappointment | Appointment a) Retirement Ms Mahalakshmi Subramanian, Independent Director completed her second term as an Independent Director and accordingly, ceased to be a Director during the year. The Board places on record its deep appreciation for her valuable contribution through sustained involvement, critical analysis and insightful guidance. b) Reappointment According to the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. c) Appointment nil 16.2. Policies on appointment and remuneration The salient features of the Policy are as under: 16.2.1 Appointment While recommending the appointment of Directors, the Nomination and Remuneration Committee considers the following factors: a) Qualification: well-educated and experienced in senior leadership positions within the industry. b) Traits: positive attributes and qualities. c) Independence: criteria prescribed in the Act and the Listing Regulations for the Independent Directors, including no pecuniary interest and conflict of interest: 16.2.2 Remuneration of the Non-executive Directors a) Sitting fees: up to ` 40,000 for attending a Board, Committee and any other meeting b) Commission: up to 1% of net profit as may be decided by the Board based on. i) Profit ii) Attendance iii) Category (Independent or Non executive) 16.2.3 Remuneration of the Managing Director This is given under paragraph number 17.2.
Amal Ltd | Annual Report 2024-25 Amal Ltd 22 16.3. Criteria and method of annual evaluation 16.3.1.The criteria for evaluation of the performance of a) the Executive Directors, b) the Non- executive Directors (other than Independent Directors), c) the Independent Directors, d) the Chairman, e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 24. 16.3.2.The Independent Directors have carried out annual: a) review of the performance of the Executive Directors b) review of the performance of the Nonexecutive Directors (other than Independent Directors) c) review of the performance of the Chairman, assessment of quality, quantity and timeliness of the flow of information to the Board d) review of the performance of the Board as a whole 16.3.3. The Board has carried out an annual evaluation of the performance of: a) its committees, namely, Audit, Corporate Social Responsibility, Nomination and Remuneration and Stakeholders Relationship b) the Independent Directors The templates for the above purpose were circulated in advance for feedback from the Directors. 16.4. Familiarisation programs for the Independent Directors The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes. A visit is organised to one or more of its manufacturing sites. Details of the familiarisation programmes are also available at www.amal.co.in/about/directors/ 17. Key Managerial Personnel and other employees 17.1 Appointments and cessations of the Key Managerial Personnel There were no appointments | cessations of the Key Managerial Personnel during 2024-25. 17.2 Remuneration The Remuneration Policy related to the Key Managerial Personnel and other employees consists of the following: 17.2.1 Components: a) Fixed pay i) Basic salary ii) Allowances iii) Perquisites iv) Retirals b) Variable pay 17.2.2 Factors for determining and changing fixed pay: a) Existing compensation b) Education c) Experience d) Salary bands e) Performance f) Market benchmark 17.2.3 Factors for determining and changing variable pay: a) Company performance b) Business performance c) Individual performance d) Work level
23 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports 18. Analysis of remuneration The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given on page number 37. There were no employees during 2024-25, drawing remuneration exceeding the limit specified. 19. Management Discussion and Analysis The Management Discussion and Analysis is given on page number 38. 20. Corporate Governance Report 20.1 Declaration given by the Independent Directors The Independent Directors have given declarations under Section 149(6) of the Act. 20.2 Report The Corporate Governance Report, along with the certificate from the Practicing Company Secretary regarding the compliance of the conditions of corporate governance pursuant to Regulation 34(3), read with Schedule V of the Regulations, is given on page number 39. Details about the number of meetings of the Board held during 2024-25, are given on page number 44. The composition of the Audit Committee is given on page number 47. All the recommendations given by the Audit Committee were accepted by the Board. 20.3 Whistleblower Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblower Policy). The Policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website of the Company at www.amal.co.in/investors/ policies/ No person has been denied access to the Audit Committee. 20.4 Secretarial standards Secretarial standards as applicable to the Company were followed and complied with during 2024-25. 20.5 Prevention, prohibition and redressal of sexual harassment Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules thereunder are given on page number 51. 21. Acknowledgements The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and government authorities, stock exchanges and investors for their support. For and on behalf of the Board of Directors (Sunil Lalbhai) Mumbai Chairman July 11, 2025 DIN: 00045590
Amal Ltd | Annual Report 2024-25 Amal Ltd 24 Evaluation of Evaluation by Criteria Executive Director Independent Directors Qualification, experience, availability and attendance, integrity, commitment, governance, transparency, communication, business leadership, people leadership, investor relations Non-executive Director (other than Independent Directors) Independent Directors Qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition Independent Director All other Board Members Qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition Chairman Independent Directors Qualification, experience, availability and attendance, integrity, commitment, governance, impartiality, communication, business leadership, people leadership and meeting conduct Committees Board Members Composition, process and dynamics Board as a whole Independent Directors Composition, process and dynamics Note: DIN stands for Director identification number.
25 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports Annexure to the Directors’ Report No. Subject title Page 1. Energy conservation, technology absorption, foreign exchange earnings and outgo 26 1.1 Energy conservation 26 1.2 Technology absorption 26 1.3 Foreign exchange earnings and outgo 26 2. Subsidiary, joint venture and associate company 26 3. Corporate social responsibility 26 3.1 A brief outline of the CSR Policy, programs and scope of the Company 26 3.2 Composition of the CSR Committee 27 3.3 Details of URL for disclosure of the composition of the CSR Committee, CSR Policy and CSR projects on the website of the Company 27 3.4 Impact assessment 27 3.5 CSR obligation 27 3.6 Details of the CSR amount spent | unspent for the financial year 28 3.7 Details of unspent amount for the preceding three financial years 28 3.8 Details relating to the capital asset created or acquired through CSR spend 29 3.9 Reasons for not spending two percent of the average net profit 29 4. Secretarial Audit Report 30 5. Secretarial Audit Report – Amal Speciality Chemicals Ltd 33 6. Statement of particulars under Sections 134(3)(q) and 197(12) of the Companies Act, 2013 37
Amal Ltd | Annual Report 2024-25 Amal Ltd 26 1. Energy conservation, technology absorption, foreign exchange earnings and outgo 1.1 Energy conservation 1.1.1 Measures taken: The Company has executed identified steps to conserve energy. 1.1.2 Additional investments and proposals being implemented: The Company implemented two projects for better steam generation and recovery. 1.2 Technology absorption 1.2.1 Research and development The Company is exploring measures to optimise resource utilisation while ensuring cost efficiency. 1.2.2 Technology absorption, adaptation and innovation The Company is implementing automation of identified operations to increase plant uptime, strengthen safety and reduce reliance on contract manpower. No new technology was imported during 2024-25. 1.3 Foreign exchange earnings and outgo: nil 2. Subsidiary, joint venture and associate company (` lakh) No. Name Equity share- capital Reserves and surplus Total assets Total liabilities Investments Revenue Profit before tax Provision for tax Profit after tax Dividend % share- holding Reporting- currency Subsidiary company 1 Amal Speciality Chemicals Ltd 771.90 5,561.74 9,874.72 3,541.08 - 9,596.562,116.19 77.712,038.48 - 100.00% ` 3. Corporate social responsibility 3.1 A brief outline of the CSR Policy, programs and scope of the Company 3.1.1 Policy Amal will volunteer its resources to the extent it can reasonably afford to contribute towards enhancing the quality of life, thereby the standard of living of people, particularly the marginalised sections of society. Essentially, the indicative beneficiaries are the needy, who are living below the poverty line in rural or urban areas, particularly where Amal is operating. The endeavour is to uplift them through the chosen programs (mentioned below) so that they can live with dignity and self-respect. 3.1.2 Programs and scope Atul Foundation will take up projects and | or carry out activities under six broad programs: a) Education, b) Empowerment, c) Health, d) Relief, e) Infrastructure and f) Conservation with varied scope of work. a) Education i) Establish and | or support educational institutions ii) Enhance education in rural areas iii) Support needy and | or meritorious students b) Empowerment i) Establish and | or support vocational training institutes ii) Promote sustainable livelihood opportunities for women and youth iii) Promote integrated development of rural | tribal areas
27 Corporate Overview Performance Overview Financial Statements Governance Overview Statutory Reports c) Health i) Establish and | or improve medical care centres ii) Promote health, nutrition, hygiene and sanitation iii) Promote sports and fitness d) Relief i) Eradicate hunger and malnutrition ii) Support deserving | needy people iii) Provide support during natural calamities e) Infrastructure i) Develop and | or improve rural infrastructure ii) Develop and | or improve rural amenities iii) Develop and | or improve child-friendly infrastructure f) Conservation i) Conserve natural resources ii) Protect environment | flora and fauna iii) Protect and | or promote art and culture 3.2 Composition of the CSR Committee: No. Name of Directors Designation | Nature of Directorship Meeting entitled Meeting attended 1. Jyotin Mehta1 Chairman | Independent Director 1 1 2. Gopi Kannan Thirukonda Member | Non-Independent Director 1 1 3. Rajeev Kumar Member | Managing Director 1 1 1 effective April 19, 2024 3.3 Details of URL for disclosure of composition of the CSR Committee, CSR Policy and CSR projects on the website of the Company: www.amal.co.in/investors/policies 3.4 Impact assessment: not applicable 3.5 CSR obligation: (` lakh) a) Average net profit of the Company as per Section 135(5) 350.24 b) 2% of the average net profit of the Company as per Section 135(5) 7.01 c) Surplus arising out of the CSR projects or programs or activities of the previous financial years Nil d) The amount required to be set-off for the financial year Nil e) Total CSR obligation for the financial year [b)+c)-d)] 7.01
Amal Ltd | Annual Report 2024-25 Amal Ltd 28 3.6 CSR spent: (` lakh) a) Details of the amount spent (ongoing projects and other than ongoing projects) for the financial year: 7.01 b) Amount spent on administrative overheads: Nil c) Amount spent on impact assessment: Nil d) Total amount spent for the financial year [a)+b)+c)]: 7.01 e) CSR amount spent or unspent for the financial year: (` lakh) Amount unspent Total amount spent for the financial year Total amount transferred to the Unspent CSR Account as per Section 135(6) Amount transferred to any fund specified under Schedule VII as per the second proviso to Section 135(5) Amount Date of transfer Name of the fund Amount Date of transfer 7.01 Nil NA NA Nil NA NA: not applicable f) Excess amount for set-off, if any: (` lakh) No. Particulars Amount (i) 2% of the average net profit of the Company as per Section 135(5) 7.01 (ii) Total amount spent for the financial year 7.01 (iii) Excess amount spent for the financial year [(ii)-(i)] Nil (iv) Surplus arising out of the CSR projects or programs or activities of the previous financial years Nil (v) Amount available for set-off in succeeding financial years [(iii)-(iv)] Nil 3.7 Details of unspent CSR amount for the preceding three financial years: No. Preceding financial year Amount transferred to the unspent CSR account under Section 135 (6) Amount in unspent CSR account under Section 135(6) Amount spent in the financial year Amount transferred to any fund specified under Schedule VII as per Section 135(5), if any Amount remaining to be spent in succeeding financial years Deficiency, if any Amount Date of transfer - - - - - - - - -
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