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, 2026.
?
Financial results
(Rs. lakh)
|
|
Standalone
|
Consolidated
|
|
|
2025-
26
|
2024-
25
|
2025-
26
|
2024-
25
|
|
Revenue
from
operations
|
8,491
|
4,888
|
23,964
|
13,532
|
|
Sales
and
other
income
|
8,555
|
4,950
|
24,189
|
13,584
|
|
Profit before
tax
|
633
|
937
|
2,795
|
3,261
|
|
Provision
for
tax
|
180
|
250
|
557
|
332
|
|
Profit
for
the
year
|
454
|
687
|
2,238
|
2,930
|
|
Other
comprehensive
income
(net
of
tax)
|
-
|
1
|
5
|
(1)
|
|
Total
comprehensive
income
|
454
|
688
|
2,343
|
2,929
|
|
Balance
brought
forward
|
1,219
|
531
|
1,541
|
(1,388)
|
|
Balance
carried
forward
|
1,549
|
1,219
|
3,661
|
1,541
|
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Performance
Standalone
revenue for the year stood at ` 8,491 lakh, an increase of 74% over the previous year. This improvement was driven by an increase of 67%
in
price
realisation
and
an
increase
of
7% in volume. Profit before tax (PBT) stood at ` 633 lakh, a decrease of 32%, mainly due to increase
in input prices.
Consolidated
revenue
for
the
year
stood
at
Rs`
23,964
lakh, an increase of 77% over the previous
year.
This
improvement
was
driven
by
an increase
of
74%
in
price
realisation
and
an
increase of
3%
in
volume.
Consolidated
PBT
stood
at
Rs ` 2,795
lakh.
Consequently,
the
balance
of consolidated
profits
carried
forward
stood
at
` Rs 3,661 lakh compared with ` 1,541 lakh in the previous
year.
?
Dividend
The
Board
has
recommended
a
dividend
of
` Rs 1.5 per
fully
paid-up
equity
share
of
Rs `
10
each
for
the year ended March 31, 2026, as against ` Rs 1 per share
in
the
previous
year.
The
dividend
will
entail an outflow of ` Rs 185.44 lakh on the paid-up equity share capital of ` 123.63 lakh.
?
Energy conservation, technology absorption, foreign exchange earnings and outgo
Information required under Section 134(3) (m) of the
Companies
Act,
2013
(the
Act),
read
with
Rule 8(3)
of
the
Companies
(Accounts)
Rules,
2014,
as
amended
from
time
to
time,
forms
part
of
this report which is given on page number 27.
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Insurance
The
Company
has
taken
adequate
insurance
for its current and fixed assets, team members and products against various relevant risks.
?
Risk management
Risk management is an integral
part
of the business practice of the Company. The framework of risk management concentrates 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:
?
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.
?
Risk classification - Focuses on understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, identifying the root causes and a clear understanding of risk inter-relationships.
?
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.
?
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.
?
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
items listed 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 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.
?
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:
?
Pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,
?
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 only in accordance with authorisations of the Management and the Directors of the Company,
?
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, 2026 and the Board believes that the controls are adequate.
?
Fixed deposits
The Company did not accept any deposits from the
public
and
as
such
no
amount
on
account
of principal
or
interest
on
deposits
from
public
was outstanding as of March 31, 2026.
?
Loans, guarantees, investments and security
Particulars of loans, guarantees, investments and security
provided
are
given
on
page
number
103.
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Subsidiary company
Amal
Speciality
Chemicals Ltd is a 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).
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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. Material related-party transactions were also approved by the members in compliance with the Listing Regulations.
Details
of
such
transactions
are
given on page number 115. No transactions were
entered
into
by
the
Company
that
required disclosure in Form AOC-2.
?
Corporate social responsibility
The
Corporate
Social
Responsibility
(CSR)
Policy, the CSR Report and the composition of the CSR Committee are given on page number 27.
?
Annual return
Annual return is available on the website of the Company at:
?
Auditors
Statutory
Auditors
Deloitte
Haskins
&
Sells
LLP,
Chartered
Accountants
were reappointed as the Statutory Auditors of the Company at the 48
th
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, 2026, does not contain any qualification, reservation or adverse remark. The report with the Financial Statements is given on page number 75.
Secretarial
Auditors
SPANJ
&
Associates,
Company
Secretaries,
were appointed as the Secretarial Auditors of the Company
at
the
51
st
AGM
held
on
August
29,
2025, until the conclusion of the 56th
AGM.
The Secretarial Audit Report for the financial year
ended
on
March
31, 2026 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.
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Directors' responsibility statement
?
In the preparation of the annual accounts for the financial year that ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures.
?
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.
?
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.
?
The annual accounts for the year ended on March 31, 2026, were prepared on a going concern basis.
?
Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively.
?
Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
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Directors
?
Retirement Reappointment Appointment
?
Retirement: nil
?
Reappointment:
According to Article 131 of the Articles of Association
of
the
Company,
Mr
Sunil
Lalbhai retires by rotation and being eligible, offers himself
for
reappointment
at
the
ensuing
AGM.
?
Appointment:
Dr Mahabaleshwar Palekar was appointed as an Independent Director for a period of five consecutive years effective August 01, 2025.
In the opinion of the Board, Dr Mahabaleshwar Palekar fulfils the requisite conditions as per
applicable
laws and is
independent
of
the
management of the Company.
?
Policies on appointment and remuneration The salient features of the Policy are as under:
?
Appointment
While
recommending
the
appointment
of
Directors, the Nomination and Remuneration Committee considers the following factors:
?
Qualification: well-educated and experienced in senior leadership positions within the industry.
?
Traits: positive attributes and qualities.
?
Independence: criteria prescribed in the Act and the Listing Regulations for the Independent Directors, including no pecuniary interest and conflict of interest:
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Remuneration of the Non-executive Directors
?
Sitting fees: up to ` 40,000 for attending a Board, Committee and any other meeting
?
Commission: up to 1% of the net profit as may be decided by the Board based on
?
Profit
?
Attendance
?
Category (Independent or Non-executive)
?
Remuneration of the Executive Directors This is given under paragraph number 2.6.
?
Criteria and method of annual evaluation
?
The criteria for evaluation of the performance of
?
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 25.
?
The Independent Directors have carried out an annual:
?
review of the performance of the Executive Directors
?
review of the performance of the Non-executive Directors (other than Independent Directors)
?
review of the performance of the Chairman and assessment of the quality, quantity and timeliness of the flow of information to the Board
?
review of the performance of the Board as a whole
?
The Board has carried out an annual evaluation of the performance of:
?
its committees, namely, Audit, Corporate Social Responsibility, Nomination and Remuneration and Stakeholders Relationship
?
the Independent Directors
The
templates
for the above
purpose
were circulated in advance for feedback from the
Directors.
?
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
programs
are
also
available
at
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Key Managerial Personnel and other employees
?
Appointments and cessations of the Key Managerial Personnel
There
were no appointments
cessations
of
the Key Managerial Personnel during the year.
?
Remuneration
The Remuneration Policy related to the Key Managerial Personnel and other team members consists of the following:
?
Components:
?
Fixed pay
?
Basic salary
?
Allowances
?
Perquisites
?
Retirals
?
Variable pay
?
Factors for determining and changing fixed pay:
?
Existing compensation
?
Education
?
Experience
?
Salary bands
?
Performance
?
Market benchmark
?
Factors for determining and changing variable pay:
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Company performance
?
Business performance
?
Individual performance
?
Work level
?
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,
forms
part
of
this
Report.
However,
as
per the provisions of Sections 134 and 136 of the Act, the Report and the Accounts are being sent to the members
and
others
entitled
thereto,
excluding
the information
on
particulars
of
team
members,
which are available for inspection by the members.
There
were
no
employees
during
the
year,
drawing remuneration exceeding the limit specified.
?
Management Discussion and Analysis
The Management Discussion and Analysis is given on page 37.
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Corporate Governance Report
?
Declaration given by the Independent Directors
The
Independent
Directors
have
given
declarations under Section 149(6) of the Act.
?
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 54. Details about the number
of
meetings
of
the
Board
held
during the year, are given on page number 42. The composition of the Audit Committee is given on page number 45.
All the recommendations given by the Audit Committee were accepted by the Board.
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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
policies/
No
person
has
been denied
access
to
the
Audit
Committee.
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Secretarial standards
Secretarial
standards
as
applicable
to the Company were followed and complied with during the
year.
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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 48.
?
Maternity benefits
The Company has complied with provisions relating to maternity benefits.
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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
April
22,
2026
DIN:
00045590
|