Amines & Plasticizers Ltd Directors Report

To The Members,

The Board of Directors is pleased to present the Companys Fiftieth (50^th) Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

The Boards Report is prepared based on the standalone financial statements of the Company. The Companys financial performance for the year under review, along with the previous years figures, are given hereunder-

( in Lakhs, Except EPS)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	66,196.23	64,970.82	65,659.87	64,739.47
Total Expenses excluding Depreciation, Interest, and Tax	59,170.57	57,788.87	58,746.88	57,633.39
Profit before Finance Cost, Depreciation & Tax (EBITDA)	7,025.66	7,181.95	6,912.99	7,106.08
Less: Finance Cost	981.54	1,308.26	979.87	1,284.93
Less: Depreciation and Amortization Expenses	554.75	513.18	554.75	513.18
Profit before Tax	5,489.37	5,360.51	5,378.37	5,307.97
Less: Tax Expenses	1389.22	1,377.68	1389.22	1,377.68
Profit for the year	4,100.15	3,982.83	3,989.15	3,930.29
Other Comprehensive Income for the year	41.31	16.5	-26.89	5.23
Total Comprehensive Income for the year	4,141.46	3,999.33	3,962.26	3,935.52
Basic & Diluted EPS (In )	7.45	7.24	7.25	7.14

2. RESULT OF OPERATIONS AND THE STATE OF AFFAIRS

During the year under review, on a consolidated basis, the Company achieved total revenue of 66,196.23 Lakhs, Earnings before interest, tax, depreciation and amortisation (EBITDA), before exceptional items of 7,025.66 Lakhs and Profit before tax (PBT), before exceptional items, of 5,489.37 Lakhs. On a standalone basis, the Company achieved total revenue of 65,659.87 Lakhs, Earnings before interest, tax, depreciation and amortisation (EBITDA), before exceptional items of 6,912.99 Lakhs and Profit before tax (PBT), before exceptional items, of 5,378.37 Lakhs. Despite the several challenges being faced by the Chemical Industry owing to various factors such as geopolitical crises, disruption of supply chain, weak demand and lower product realisation, your company remained focused and resilient and achieved marginal growth over the previous year in terms of revenue and profitability. For more details on the Consolidated and Standalone performance, please refer to the Management Discussion & Analysis forming part of this report.

3. DIVIDEND

For FY 2024-25, the Board of Directors has recommended a dividend of 25% i.e. 0.50/- per Equity Share of the Company of Face Value of 2/- each (Previous year 0.50/- per equity share of 2/- each i.e. 25%). The Dividend, subject to the approval of members at the ensuing 50^th Annual General Meeting, if declared, then total dividend outgo for the financial year 202425 would absorb a sum of approximately 275.10 Lakhs (inclusive of TDS). The Company has fixed Friday, September 12, 2025 as the ‘Record date for determining the entitlement of Members to dividend for the financial year ended March 31, 2025, if declared at the AGM and will be paid within the time stipulated under the Companies Act, 2013 (subject to deduction of Tax at source).

4. SHARE CAPITAL

During the year, there were no changes in the share capital of the Company. The Companys Share Capital structure as on March 31, 2025, is as follows:

Particulars	No. of Shares	Amount (In )
A. Authorized Share Capital
Equity Shares of 2/- each	6,75,00,000	13,50,00,000
Preference Shares of 100/- each	2,51,000	2,51,00,000
Total (A)	6,77,51,000	16,01,00,000
B. Issued, Subscribed and Paid-up Share Capital
Equity Shares of 2/- each	5,50,20,000	11,00,40,000
Preference Shares of 100/- each	Nil	Nil
Total(B)	5,50,20,000	11,00,40,000

During the year under review, the Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review and hence no details/information are invited in this respect. As on March 31, 2025, none of the Directors and promoters of the Company hold instruments convertible into equity shares of the Company.

5. REDEMPTION OF ENTIRE OUTSTANDING NON-CONVERTIBLE DEBENTURES (NCDS)

The Company had issued 1335 nos. of 13% Unlisted, Unrated, Secured, Redeemable, Non-Convertible Debentures ("NCDs") of face value of 1.00 Lakh each amounting to 13,35,00,000/- (Rupees Thirteen Crores and Thirty-Five Lakhs only). The said NCDs were issued on a private placement basis in March 2015 for a period of Ten (10) years and were due for redemption in the month of March 2025. Further, during the year under review, no Call and/or Put options were exercised. Accordingly, the Company has redeemed its entire outstanding 1335 Nos. of 13% Unlisted, Unrated, Secured, Redeemable, Non-Convertible Debentures, of 1.00 Lakh each, amounting to 13,35,00,000/- (Rupees Thirteen Crores and Thirty-Five Lakhs only) along with payment of applicable interest on the due date and as on March 31, 2025 there are NIL outstanding NCDs. The Company has paid interest to its Debenture holders on a timely and regular basis.

6. TRANSFER TO RESERVES

No amount was transferred to General Reserve (previous year NIL), and all other surplus is proposed to be held as retained earnings.

Further, as mentioned in Para 5 above, on account of redemption of the entire outstanding Non-Convertible Debentures, the balance of debenture redemption reserve of 300.60 Lakhs was transferred to retained earnings.

Further, pursuant to Section 73(2)(c) of the Companies Act, 2013, read with Rules made thereunder, the Company is required to maintain an amount equal to 20% of the Deposits maturing in the following financial year in the Deposit Repayment Reserve Account. Accordingly, the requirement of Deposit Repayment Reserve Account for the current financial year is 65.30 Lakhs and the Company has maintained the same for FY 2025-26.

7. EXPORT

During the year under review, the Company had revenue from Export sales of 35,069.96 Lakhs as compared to 34,713.76 Lakhs in the previous year. Export sales contributed about 53.41 % of the total Turnover of the Company. The Company is now exporting its products to more than 85+ countries globally.

8. SUBSIDIARY/ASSOCIATE COMPANY a) Amines and Plasticizers FZ-LLC, UAE - Wholly Owned Subsidiary:

The Companys wholly owned subsidiary: Amines and Plasticizers FZ-LLC in Ras Al Khaimah, Free Trade Zone, UAE reported a profit of 111.00 Lakhs for the third time since its inception.

The operational performance and affairs of the subsidiary have been reviewed by the Audit Committee and Board of Directors of the Company. Pursuant to Section 129 (3) of the Companies Act, 2013 ("the Act"), Consolidated Accounts of the Company and its subsidiary have been prepared and subjected to Audit, which is a part of this Annual Report. In accordance with Section 129 (3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC-1 is provided in the Financial Statement, which forms an integral part of this report. The statement also provides details of the performance and financial position of the subsidiary.

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statement, including the consolidated financial statement of the Company and all other documents required to be attached thereto, are available on the Companys website and can be accessed at https://www.amines.com/annual-report. html. The financial statements of the subsidiaries are also available on the Companys website and can be accessed at https://www.amines.com/pdf/ subsidary-accoun/2024-2025/subsidiaries- accounts-2024-25.pdf.

b) Radiance MH Sunrise Six Private Limited:

As you are aware, the Company holds a stake of 26% as a statutory pre-condition in "Radiance MH Sunrise Six Private Limited" ("Radiance"), a Solar Power producing Company to meet its energy requirements. The Radiance is engaged in the business of development, construction, operation, and maintenance of solar power plants in India and developing, constructing ground- mounted, grid-connected solar (photovoltaic) electric generating facilities. The power producer i.e. Radiance has commissioned a dedicated Solar Power Plant for the Company, and the Company receives power at a concessional rate, thereby reducing the electricity bills of the Company to a certain extent. This arrangement is facilitated by the State Govt of Maharashtra and one of the terms of Venture is that the Recipient of power must invest min 26% equity in the power producing company (SPV) to avail this benefit of power at a reduced rate. The Company has therefore held a 26% equity stake in Radiance according to a Statutory mandate by the State Government for forming/investing in such a Special Purpose Vehicle. The Company has neither significant influence over this company nor any participative rights in the Management of the said Company. In view thereof, Radiance MH Sunrise Six Pvt. Ltd. had not been considered as an associate company for consolidation purpose as it is a pure investment activity in the said Company to obtain Power at a concessional rate.

The Company neither has any Foreign Direct Investment (FDI) nor has invested as any Downstream Investment in any other Company in India.

Apart from the above-disclosed, the Company does not have any Associate or Joint Venture Companies, nor has any company become or ceased to be a Subsidiary, joint venture or associate company during the year under review. Further, the Companys policy on determining the material subsidiary, as approved by the Board, is uploaded on the Companys website and can be accessed at https://www.amines.com/pdf/policies/ policv-on-material-subsidiarv.pdf.

9. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://www.amines.com/annual-return.html

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL, INCLUDING THOSE WHO WERE APPOINTED OR HAVE CEASED/RESIGNED DURING THE YEAR 2024-25 AND DIRECTOR LIABLE TO RETIRE BY ROTATION IN THE ENSUING ANNUAL GENERAL MEETING ("AGM")

a) Changes took place in the composition of the Board of Directors of the Company Appointment of Non-Executive Independent Directors

At the 49^th AGM of the Company, in accordance with Sections 149,150,152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board, Mr. Nikunj Seksaria (DIN: 07014263), Mr. Pragyan Pittie (DIN: 10735025) and Ms. Dhanyashree Jadeja (DIN: 10732864) were appointed as Non-Executive Independent Directors by the Members of the Company, not liable to retire by rotations, to hold office for the first term of Five (5) consecutive years on the Board of the Company w.e.f. September 27, 2024, to September 26, 2029.

Re-appointment of Chairman & Managing Director

At the 48^th AGM of the Company, in accordance with the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with Schedule V of the Act and Rules made thereunder and applicable provisions of Listing Regulations, Mr. Hemant Kumar Ruia (DIN: 00029410) was re-appointed as Chairman & Managing Director of the Company for a period of Five (5) years w.e.f. April 01, 2024 to March 31, 2029.

Re-appointment of Whole Time Director designated as ‘Executive Director

At the 49^th AGM of the Company, pursuant to Sections 190, 196, 197, 200, 203 and other applicable provisions, if any, read with Schedule V of the Act as amended from time to time, the members of the Company had appointed Mr. Yashvardhan Ruia (DIN: 00364888) as Whole Time Director designated as Executive Director of the Company for a period of Five (5) years w.e.f. June 01, 2025 to May 31, 2030 with a remuneration for a period of 3 years from June 01, 2025 to May 31, 2028 on the terms and conditions as set out in the notice of the 49^th AGM.

Cessation of Independent Directors on completion of their second term of five (5) consecutive years.

The tenure of Mr. Arun Shanker Nagar (DIN: 00523905), Mr. Brijmohan Jindel (DIN: 00071417) and Mr. Pandurang Hari Vaidya (DIN: 00939149) came to an end as Non-Executive Independent Directors w.e.f. September 28, 2024 on completion of their second term of five (5) consecutive years, and they ceased to be the Director of the Company and accordingly the Chairman/Members (as the case is) of the respective Committees of the Board w.e.f. September 28, 2024.

Retirement by rotation and subsequent re-appointment.

In accordance with the provisions of Section 152 of the Act, and the Companys Articles of Association, Mr. Yashvardhan Ruia (DIN: 00364888), Executive Director, was liable to be retired by rotation at the 49^th Annual General Meeting and, being eligible had offered himself for re-appointment. Accordingly, he was re-appointed as a director by the members of the Company at the 49^th Annual General Meeting held on September 27, 2024.

b) Changes took place in the Key Managerial Personnel and other important positions other than the Board.

During the year under review:

- Mr. Ajay Puranik, President (Legal) & Company Secretary (FCS 4288), resigned from the position of the Company Secretary and Key Managerial Personnel w.e.f. April 30, 2024. Mr. Ajay Puranik joined the company in the year 2001 and thus has a very long and illustrious career with the Company, spread over a period of over 24 years. The Board places on record its appreciation for the valuable services rendered by him during his tenure with the Company.

- Ms. Suman Makhija, Compliance Officer (FCS 9925) resigned w.e.f. May 31, 2024. The Board places on record its appreciation for the valuable services rendered by her during her tenure with the Company.

- Mr. Omkar Chandrakant Mhamunkar (ACS 26645) was appointed by the Board as the Company Secretary & Compliance Officer and Key Managerial Personnel of the Company, w.e.f. August 08, 2024.

c) Changes took place in the Senior Management

Apart from the changes mentioned above, there were no changes in Senior Management during the year under review.

d) Details of the Director liable to retire by rotation in the ensuing Annual General Meeting

Ms. Nimisha Dutia (DIN: 06956876), Non-Executive Non-Independent Director of the Company, retires by

rotation at the ensuing 50^th AGM and, being eligible, has offered herselffor re-appointment. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended her re-appointment as Director to the members. As per the Secretarial Standard - 2 and the Listing Regulations, a brief profile and other related information of Ms. Nimisha Dutia (DIN: 06956876) Non-Executive Non-Independent Director, retiring by rotation is annexed as Annexure I to the Notice of the Annual General Meeting which forms part of this Annual Report.

11. DECLARATION BY INDEPENDENT DIRECTORS

All 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 Regulation 16(1)(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 relevant rules thereof. In the opinion of the Board, all the Independent Directors fulfilled the conditions of Independence and they were independent of the management. The Independent Directors had also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

In the opinion of the Board, the Independent Directors fulfill the conditions for appointment as an Interdependent Directors and they possessed the requisite integrity, experience, expertise, proficiency and qualifications to serve the Board and the Company. Further in pursuance of the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company were registered with the IICA.

In terms of the requirements of the Listing Regulations, the Board had identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report which forms part of this report.

12. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 ("the Act"), as of March 31, 2025, the Company has three (3) Key Managerial Personnel viz. Mr. Hemant Kumar Ruia as the Chairman & Managing Director, Mr. Pramod Sharma as the Chief Financial Officer and Mr. Omkar Mhamunkar as Company Secretary & Compliance Officer of the Company.

13. SENIOR MANAGEMENT

Details of the core Senior Management Team consisting of Divisional Heads and information about them are provided in the Corporate Governance Report, which forms part of this report.

14. NOMINATION AND REMUNERATION POLICY

The policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company is already in place.

The salient features of the Policy are:

a) laying down the guiding principles for ensuring Board diversity;

b) determining criteria for recommending the appointment and removal of all Directors, Key Managerial Personnel and Senior Management;

c) setting out a Comprehensive framework that assures fair and just remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel such that the Companys business strategies, values, key priorities and goals are in harmony with their aspirations; and

d) laying down the criteria for appointment of Key Managerial Personnel/Senior Management and other employees and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The details of this policy are available on the website of the Company and can be accessed at https://www. amines.com/pdf/policies/nomination-remuneration- policy.pdf and briefly explained in the Corporate Governance Report, which forms part of this Report.

15. FAMILIARIZATION/ORIENTATION PROGRAM FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization/ Orientation Program on being inducted into the Board. Independent Directors of the Company are made aware of their role, responsibilities, and liabilities at the time of their appointment/reappointment. They are also made aware of the Companys Board and Board Committee framework, policies, and procedures. At the Board meeting, the Chairman and Managing Director/ Executive Director on a regular basis, appraise to the entire Board including Independent Directors on the Companys operations and business plans, the nature of industries in which the Company operates and the model of its respective businesses and provides periodical updates on regulatory front, industry developments and any other significant matters of importance. Each member of the board, including the Independent Director, is provided with complete access to any information relating to the Company whenever they so request. The Company also highlights to the Independent Directors on the changes in the key regulations impacting the Company or the functioning, roles and responsibilities of the Board members. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys website at www. amines.com/pdf/policies/Draft-Term-and-condtions- of-Appointment-of-Independent-Directors.pdf The details of familiarization program are provided in the Corporate Governance Report and is also available on the Companys website and can be accessed at www.amines.com/familiarisation-programme-for- independent-directors.html

16. MEETINGS OF THE BOARD

The Board met Five (5) times during the financial year 2024-25 i.e. on May 28, 2024, August 08, 2024, October 14, 2024, November 14, 2024, and February 13, 2025. The details are as under:

Sr. Date of Meeting No.	Total Number of Directors as on the date of meeting	Attendance
		Number of directors attended	% of attendance
1 May 28, 2024	6	6	100.00
2 August 08, 2024	6	4	66.66
3 October 14, 2024	6	5	83.33
4 November 14, 2024	6	5	83.33
5 February 13, 2025	6	6	100.00

The detailed composition of the Board, changes during the year, particulars of meetings held and attended by each Director and all other information required as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), hereinafter referred to as ("Listing Regulations") are provided in the Corporate Governance Report, which forms part of this Report.

17. COMMITTEES OF THE BOARD

The Board has constituted four (4) committees, namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee. The Constitution of the Committees is in commensurate with the Companies Act, 2013 and the Listing Regulations.

A) Audit Committee

Date of Meeting	Total Number of members as on the date of meeting	Attendance
		Number of members attended	% of attendance
May 28, 2024	4	4	100.00
August 08, 2024	4	3	75.00
November 14, 2024	4	4	100.00
February 13, 2025	4	4	100.00

B) Nomination and Remuneration Committee

Date of Meeting	Total Number of members as on the date of meeting	Attendance
		Number of members attended	% of attendance
August 08, 2024	4	3	75.00
February 13, 2025	4	4	100.00

C) Stakeholders Relationship Committee

Date of Meeting	Total Number of members as on the date of meeting	Attendance
		Number of members attended	% of attendance
May 28, 2024	3	3	100.00

D) Corporate Social Responsibility Committee

Date of Meeting	Total Number of members as on the date of meeting	Attendance
		Number of members attended	% of attendance
May 28, 2024	3	3	100.00

The detailed composition of the Committees, changes during the year, particulars of meetings held and attended by each member and all other information required as per the Listing Regulations are provided in the Corporate Governance Report, which forms part of this Report.

18. FORMAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of the individual directors including Independent Directors, Chairman and the working of its committees, based on the evaluation criteria defined by the Nomination and Remuneration Committee for the performance evaluation process. Performance evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. The evaluation was undertaken by way of internal assessments, based on detailed questionnaires and interactions. The performance of the Board was evaluated by the entire Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking input from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, Structure of Committee meetings, independence of the committees from the Board and Contribution to the decision of the Board. The performance of Independent Directors was evaluated on the basis of Independence and non-conflict of interest, independent views and judgment and voicing opinion freely and participation at the meetings. The performance of the Individual Director was evaluated on the basis of criteria such as Qualification, Experience, Knowledge and Competency, ability to function as an effective team member, availability and attendance for the Board/Committees, Integrity, commitment and contribution to the Board. The performance of Chairman was evaluated on the basis of criteria such as efficient leadership, open- minded, decisive, courteous, professionalism, able to coordinate the discussion, able to steer the meeting effectively, Impartiality, commitment, and protection of shareholders interest while taking decisions.

Further, a separate meeting of Independent Directors without the presence of the non-Independent Directors of the Company was held on February 13, 2025, in person, wherein all Independent Directors were present. At this meeting, Independent Directors discussed and evaluated the performance of the Chairman & Managing Director, Non-Executive Non-Independent Director, Executive Directors and the Board and Committees as whole and also assessed the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The performance of the Board, Committees, Individual Directors, including Independent Directors and Chairman was found satisfactory.

The Board Evaluation Policy recommended by NRC and adopted by the Board can be accessed on the Companys website at https://www.amines.com/pdf/ policies/board-evaluation-policy.pdf.

19. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with section 129(3) of the Companies Act, 2013 ("the Act") and applicable Indian Accounting Standards, the consolidated financial statements of the Company have been prepared, which were reviewed by the Audit Committee and the Board of Directors of the Company. A statement containing the salient features of the financial statement of the Subsidiary in the prescribed format AOC-1 is annexed to the Financial Statements in the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on the Companys website at www.amines. com. These documents will also be available for inspection during business hours on every working day at the Registered Office & Corporate Office till the date of the Annual General Meeting of the Company.

In accordance with the provisions of the Act and applicable provisions of Indian Accounting Standards on Consolidated Financial Statements, the Company also provides the Audited Consolidated Financial Statements in the Annual Report.

20. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY

During the year under review, the Company has not provided any loans, guarantees or made any investment which falls under Section 186 of the Companies Act, 2013. Further, there are no guarantees subsisting at the beginning of the year. The details of loans and investments that are subsisting include loans already given to M/s. Amines & Plasticizers FZ LLC, Wholly Owned Foreign Subsidiary (Registration Number- RAKFTZA-FZE-4017213) is provided in Note No. 5 to the standalone financial statements and the investment includes a) investment in equity shares of Amines & Plasticizers FZ LLC, Wholly Owned Foreign Subsidiary of the Company,

b) Investment in equity shares (26%) of Radiance MH Sunrise Six Pvt. Ltd. (CIN-U40106M H2021PTC356786) as a statutory pre-condition to meet its energy requirements and c) investment held in government securities (national saving certificate). The details of the same are provided in note no. 4 to the standalone financial statements. The loans and investments do not exceed the limits prescribed under Section 186 of the Companies Act, 2013.

21. DEPOSITS FROM THE MEMBERS

During the year under review, the Company has accepted unsecured Deposits from the members of the Company to the tune of 2,94,00,000/- (Rupees Two Crores Ninety-Four Lakhs only). The balance of Deposits as on March 31, 2025 was 10,35,50,000/- (Rupees Ten Crore Thirty-Five Lakhs Fifty Thousand only) and there were no unpaid or unclaimed deposits lying with the Company. The Company had taken approval of Members of the Company at the 49^th AGM for invitation, acceptance and renewal of Deposits from Members of the Company under Section 73 of the Companies Act, 2013 ("the Act") and rules made thereunder. The Company had filed DPT-1 (Circular Inviting Deposits) with the Registrar of Companies, Shillong, Assam and subsequently circulated the same to all its shareholders through the permitted modes. The main object of raising funds through unsecured deposits is to finance some portion of Working Capital requirement and for other general corporate purposes of the Company. The Company has been timely and regularly servicing interests to its Deposit holders on a quarterly basis. There has been no default in repayment of deposits or payment of interests thereon during the year under review. The Deposits accepted by the Company during the year under review are in compliance with the requirements of Chapter V of the Act.

The Company has recommended to the members of the Company to approve the invitation/acceptance/ renewal from time to time Unsecured Deposits from Members in pursuance of Section 73 of the Act read with the rules made thereunder on such terms and conditions, up to a limit not exceeding 35% of the aggregate paid-up share capital, free reserves and securities premium account of the Company, as prescribed under Rule 3(3) of the Companies

(Acceptance of Deposits) Rules, 2014. A detailed explanation regarding the same is provided in the explanatory statement to the notice of the 50^th Annual General Meeting, which forms a part of this Annual Report.

22. RELATED PARTY TRANSACTIONS (RPTs)

During the year under review:

a) All contracts/arrangements/transactions entered by the Company with related parties were in the ordinary course of business and on arms length basis.

b) None of the Contracts/arrangements/transactions which were entered into with related parties were material in nature.

c) All the Contracts/arrangements/transactions were in accordance with the provisions of the Companies Act, 2013 ("the Act") read with rules made thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("listing regulations").

All Related Party Transactions are first placed before the Audit Committee for its prior/omnibus approval, which are of a foreseen and repetitive nature and thereafter referred to the Board. Pursuant to the said omnibus approval, details of related party transactions were also reviewed by the Audit Committee on a quarterly basis.

As there were no material related party transactions entered into by the Company during the period under review, the provisions of Section 188 of the Act were not attracted and thus no disclosure is required in Form AOC-2. The Form AOC-2 is furnished as Annexure-1 to this Report. None of the related party transactions requires approval of members under the Companies Act and the Listing Regulations.

All related party transactions are mentioned in Note No. 34 to the Standalone as well as Consolidated Financial Statements and also disclosed to the Stock Exchanges on a half-yearly basis pursuant to Regulation 23(9) of the Listing Regulations. None of the transactions with any of the related parties were in conflict with the Companys interest. The policy on Related Party Transactions is available on the website of the Company and can be accessed at https://www.amines.com/pdf/ policies/policv-on-related-partv-transaction.pdf.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed in this Annual Report, there were no material changes and commitments 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 relates and the date of this Report.

24. AUDITORS AND AUDITORS REPORT

a) Statutory Audit:

In accordance with the provisions of Section 139,142 and other applicable provisions of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014, the Company had appointed M/s. SARA & Associates, Chartered Accountants (FRN: 120927W) as Statutory Auditors at the 47^th AGM of the Company held on September 28, 2022 for a term of five (5) consecutive years to hold the office from the conclusion of the 47^th AGM till the conclusion of the 52 ^nd AGM to be held in the year 2027, at a remuneration to be recommended by the Audit Committee and approved by the Board. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

There is no audit qualification, reservation or adverse remark by the Statutory Auditors on the Financial Statements for the year under review. The Notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

During the year under review and as on date, there were no instances of fraud reported by the auditors under sub-section (12) of Section 143 of the Act or to the Central Government.

b) Cost Audit:

As per the directions of the Central Government and pursuant to Section 148 of the Companies Act, 2013 ("the Act") read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Management has been carrying out the audit of cost records of the Company every year.

The Cost Audit Report for the financial year 2023-24 was filed in Form CRA-4 with the Ministry of Corporate Affairs, Government of India on October 21, 2024. The Company has made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the financial year 2024-25.

The Board of Directors on the recommendation of the Audit Committee had appointed M/s. A. G. Anikhindi & Co., (Firm Registration No.: 100049) Cost Accountants, Kolhapur, Maharashtra, as Cost Auditors to audit the cost records of the Company for the financial year 2024-25 and the Cost Auditors will provide the Cost Audit Report for financial year ended March 31, 2025 within the prescribed time as per the Act.

The Board of Directors on the recommendation of the Audit Committee and in terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time had re-appointed M/s. A. G. Anikhindi & Co, (Firm Registration No.: 100049) Cost Accountants, Kolhapur, Maharashtra as Cost Auditors to audit the cost records of the Company for the financial year 2025-26 at a remuneration of 2,15,000/- per annum plus taxes as applicable and reimbursement of out-of-pocket expenses.

A certificate from M/s. A. G. Anikhindi & Co., Cost Accountants, was received to the effect that their appointment as Cost Auditor of the Company is in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

As required under the Companies Act, 2013, a resolution seeking members approval for ratification of the remuneration payable to the Cost Auditor forms a part of the Notice convening the 50^th Annual General Meeting and the same is recommended for your consideration.

c) Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. G. S. Bhide and Associates, Company Secretaries (ICSI M. No: A31886 C.P. No.: 11816 PRC No.: 2016/2022), Vapi to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the year ended March 31, 2025, in Form No. MR-3 is included as Annexure-2 and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, or other adverse remarks, except the observation that the instances of vacancy in the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee from September 29, 2024 to October 13, 2024, leading to the alleged non-compliance with Regulations 18, 19 and 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Comments from the Board on observation made by the Secretarial Auditor:

The Board hereby states that the tenure of Mr. Arun Shanker Nagar (DIN: 00523905), Mr. Brijmohan Jindel (DIN: 00071417) and Mr. Pandurang Hari Vaidya (DIN: 00939149) came to an end as Non-Executive Independent Directors ("Outgoing Directors") w.e.f. September 28, 2024, on completion of their second term of five consecutive years, and accordingly, they ceased to be Chairman/Members (as the case is) of the respective Committees of the Board w.e.f. September 28, 2024 and therefore, in compliance with the Listing Regulations, the members of the Company at their 49^th Annual General Meeting held on September 27, 2024 ("2024 AGM") directly appointed Mr. Nikunj Seksaria (DIN: 07014263), Mr. Pragyan Pittie (DIN: 10735025) and Ms. Dhanyashree Jadeja (DIN: 10732864) as NonExecutive Independent Directors ("New Independent Directors") on the Board of Directors of the Company w.e.f. September 27, 2024. It is noteworthy to note that the said appointments were directly made at 2024 AGM and the said vacancy was filled by reconstitution of the committees at the Board meeting called and held on October 14, 2024 i.e. just within 15 days and the gap between 2024 AGM i.e. date of appointment of New Independent Directors and the date of Board meeting was mainly merely due to statutory requirements and procedural reasons only, as stated above. There was no intention of delaying the reconstitution of committees at all.

Further unlike the time limit that is prescribed for filing of the vacancy in the Board under Regulation 17(1E) of Listing Regulations, there is no time limit statutorily prescribed for filling the vacancy in the committee(s) until the SEBI (LODR) (Third Amendment) Regulations, 2024 dated December 12, 2024 came into effect and the vacancy in the committee pertains to the prior period and therefore since the period of vacancy on the Committees of the Company pertains to a prior period i.e. period before the amendment, the erstwhile Regulation 17(1E) of the Listing Regulations were applicable and therefore there should be no instance of non-compliance with the Listing Regulations.

Further, the judgment passed by the Honble Securities Appellate Tribunal (SAT), Mumbai on 25.03.2022 in the matter of M/s. Century Enka Limited vs SEBI and Others (Misc. Application No. 944 of 2021 And Appeal No. 624 of 2021), which was concerned with filling of vacancy of director in which the Honble SAT has held that "so long as the period of filing the vacancy is the Board of Directors under Regulation 17(1) is not framed, no fine could be imposed.". The Company has reason to believe that the said principal and interpretation should also apply in this case as, at the relevant time, there was no provision in Regulations 17, 18, 19, and 20 of the Listing Regulations stipulating any time to fill a vacancy in the committees.

Also, the Board comments on the notices cum fine levied by the Stock Exchanges are filed with the Stock Exchanges on February 14, 2025, and May 28, 2025, and the same are also available on the website of the Company on https://www.amines.com/pdf/investor- presentations-announcements/announcements/ board-comments-on-the-fine-levied-by-the- exchanges-bse-and-nse.pdf and https://www.amines. com/pdf/investor-presentations-announcements/ announcements/board-comments-on-the-fine- levied-by-the-exchanges-bse-and-nse-for-notice- dated-march-17-2025.pdf

The Company has already represented to the BSE and NSE ("Stock Exchanges") for notices issued as mentioned above and accordingly filed a waiver application on December 03, 2024, and March 28, 2025, for the two separate notices received from the Stock Exchanges on November 21, 2024, and March 17, 2025, respectively. The said application is under consideration, and basis the representation and submission made by the Company, the Company is hopeful of a favorable outcome.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company believes that long-term goals and success can be achieved only when a robust Internal Control system is in place. The Company has an effective internal financial control system which is constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal financial control system is strong and commensurate with its size, scale and complexities of operations.

In terms of Section 138 of the Act, read with applicable rules thereto M/s. N. J. Mahtani & Co., Chartered Accountants were the the Internal Auditors of the

Company for the financial year 2024-25 and the Board of Directors of the Company on the recommendation of the Audit Committee reappointed M/s. N. J. Mahtani & Co., Chartered Accountants as the Internal Auditors of the Company for the financial year 2025-26.

The Company has Internal Audit ("IA") Department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The quick redressal of deficiencies by the IA department has resulted in a robust framework for internal controls. Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015. During the year under review, no material or serious observations have been reported by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Companys Financial Statements are prepared on the basis of the Significant Accounting Policies that are selected by the Management and approved by the Audit Committee and the Board. These Accounting Policies are reviewed from time to time based on the recent circulars and clarifications received from the appropriate Authorities. In order to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The Audit Committee meets the Internal Auditors and Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. The Internal Auditor monitors & evaluates the efficacy of Internal Financial Control system in the Company, its compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on the report of the Internal Audit function, corrective actions in the respective areas are undertaken and controls are strengthened. In the opinion of the Audit Committee as well as in the opinion of the Board as on March 31, 2025, the internal financial controls were adequate and operating effectively.

26. CREDIT RATING

The Companys financial discipline and prudence is reflected in the strong and improved credit ratings ascribed by rating agencies. The Companys credit facilities were rated by ICRA Limited, and they had assigned the following credit ratings:

Bank Facilities Rated	Amount (in Crore)	Rating
Long-term - Fund-based - Working capital facilities	100 Crore	[ICRA]A (Stable); upgraded from [ICRA] A-(Stable)
Short-term - Non-Fund based	28 Crore	[ICRA]A1; upgraded from [ICRA]A2 +
Total	128 Crore

27. MANAGEMENT SYSTEMS & CERTIFICATIONS

a) Quality Management System - ISO 9001:2015

The Company has an ISO 9001: 2015 certification, which is valid up to January 10, 2027. The Recertification Audit as per ISO 9001- 2015 standard has been conducted by Det Norske Veritas (DNV). The focus of QMS (Quality Management System) is on continual improvement by implementing the strategic tools for business to gain a competitive advantage through products and services that are safe, reliable, and trustworthy. Besides this, understanding the needs and expectations of Interested Parties helps us to find ways to improve the products and services offered to increase customer satisfaction and reduce business risks.

Besides QMS (Quality Management System), the Company has IMS (Integrated Management System) for certifications for the Environment Management System, ISO 14001-2015, and OH&S Management System, ISO 45001-2018. The Recertification Audit for ISO 14001- 2015 standard & ISO 45001-2018 standard which has been conducted by DNV is successful. The certification for ISO 14001- 2015 is valid upto April 08, 2028. The certification for ISO 45001-2018 is valid upto June 06, 2028.

b) Environmental Management System - ISO 14001:2015

ISO 14001:2015 (Environmental Management System) Certification relate to conservation of natural resources resulting in maintaining clean environment, commitment to compliance and healthy atmosphere. Determination of Life Cycle Perspective is a new concept incorporated in the EMS. As such, the Company is committed to ensure minimum impact to the environment through its operations.

c) Occupational Health and Safety Management System - ISO 45001:2018

ISO 45001:2018 (Occupational Health and Safety Management System) Certification gives guidance for its use, enabling to provide safe and healthy workplaces by preventing work-related injury and ill health, as well as by proactively improving its OH&S performance. Various measures have been taken by the management in order to ensure compliance in its true spirit.

d) HALAL Certifications

The Company has obtained HALAL Certification for a few of its products. The HALAL certificate is valid up to January 26, 2028.

e) KOSHER Certifications

Your Company has also obtained KOSHER Certification for a few of its major products. The KOSHER certificate is valid up to January 28, 2026.

f) European Federation of Cosmetic Ingredients - Good Manufacturing Practices (EFfCI GMP)

Your Company has successfully been through the verification of compliance to the EFfCI GMP, 2017 standard for the products Triethanolamine and Phenoxyethanol which is the essential requirement of two well-known global Cosmetic manufacturing customers.

g) EcoVadis

Your Company has participated in the EcoVadis sustainability initiative on the global sustainability platform and has been awarded a Bronze Medal as recognition of the work that the Company has undertaken to create a more sustainable world.

h) Together for Sustainability (TfS)

Your Company has joined TfS (Together for Sustainability) forces by successfully going through the TfS Assessment and Audit conducted by a TfS-approved auditing agency, INTERTEK. TfS is an initiative taken by 55 European Multinational Chemical Companies. This initiative is created to increase transparency with regard to sustainability standards in supply chains. The mission is to support in managing complexity and risks in increasingly global operations and improving the economic, social, and ecological conditions in global supply chains by engaging in dialogue with suppliers.

i) Sustainability Reporting

Your Company has released its first Sustainability Report for FY2023-24, highlighting its dedication to transparent and responsible business practices. The goal of this sustainability report is to provide stakeholders with a thorough understanding of the APLs commitment to ethical business conduct and sustainable business practices. In order to create long-term value and promote a beneficial effect, APL has long recognized the significance of incorporating environmental, social, and governance (ESG) considerations into its fundamental strategy. In addition to demonstrating our dedication to lowering our carbon footprint and improving social and environmental value across our supply chain, it further demonstrates the companys efforts to strike a balance between economic development and environmental stewardship and social responsibility.

j) Product Carbon Footprint

Your Company has voluntarily begun measuring product carbon footprints. A product carbon footprint (or PCF) is the total amount of greenhouse gas (GHG) emissions produced by a single products supply chain. It is commonly described in terms of carbon intensity. The PCFs system or product boundary at APL is cradle- to-gate.

28. INSURANCE

All properties and insurable interests of the Company, including buildings, plant and machinery, equipment, stores, and spares, have been adequately insured.

29. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

30. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, the Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 ("the Act"):

(a) that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year under review;

(c) the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, prescribed particulars as applicable is annexed hereto as Annexure-3 and forms integral part of this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the

Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 to this Report.

The disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure marked as Annexure-4A and forms an integral part of this annual report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Corporate Office of the Company or email at cs@amines.com 21 days before and up to the date of the ensuing 50^th Annual General Meeting of the Company, during the business hours on working days.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees ("ICC") have also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office. The Company has zero tolerance on sexual harassment at the workplace.

The Policy is available at the website of the Company and can be accessed at https://www.amines.com/pdf/ policies/PolicvOnPreventionOfSexualHarassmentAtWorkplace.pdf.

The Company has not received any sexual harassment complaints under the POSH Act during the financial year:

Particulars	Nos.
1. No. of Sexual Harassment Complaints received	NIL
2. No. of Sexual Harassment Complaints disposed off	Not Applicable
3. No. of Sexual Harassment Complaints pending beyond 90 days	Not Applicable
4. No. of Sexual Harassment Complaints pending as on March 31, 2025	Not Applicable

34. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Companyhas complied with all the applicable provisions of the Maternity Benefit Act, 1961, and Rules made thereunder. The Company also ensures that no discrimination is made on recruitment or service conditions on the grounds of maternity.

35. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR I.E. MARCH 31, 2025

a) Male Employees: 251

b) Female Employees: 18

c) Transgender Employees: Nil

36. RISK MANAGEMENT

Business risks and mitigation plans are reviewed, and the internal audit processes include evaluation of all critical and high-risk areas. Critical functions are reviewed periodically, and the reports are shared with Management for timely corrective actions. The major focus of the internal audit is to identify and review business risks, test and review controls, assess business processes, besides benchmark controls with best practices in the industry.

The Management is constantly working to improve its risk management setup and processes in line with a rapidly changing business environment. During the year under review, there were no risks which, in the opinion of the Board, threaten the existence of the Company. However, some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The risk management framework is reviewed by the Board and the Audit Committee keeps a check on overall effectiveness of the risk management of the Company and has been entrusted with:

a) overseeing the Companys enterprise-wide risk management framework.

b) ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and

c) ensuring that all adequate risk mitigation measures are in place to address these risks.

A note on risks, concerns, and mitigating factors has been given in the Management Discussion & Analysis Report, which forms part of this Annual Report.

37. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company believes that ethics in the conduct of business operations are an integral part of the success and growth of an organization. It is our endeavor to conduct our business with the highest standards of professionalism following ethical conduct in line with the best governance practices.

The Company has in place a well-defined Whistle Blower Policy framed pursuant to Section 177(9), (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The policy provides adequate safeguards against victimization of persons who use such a mechanism and ensures direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

This policy has been adopted, circulated and placed on the website of the Company. It ensures to provide a secure environment and encourages employees and other stakeholders of the Company to report unethical, unlawful or improper practice, acts or activities, actual or suspected fraud or violation of the Companys code of conduct. Any employee can approach his/her Divisional Head for any such instance observed or experienced or if in case it involves Managerial Personnel, to the Managing Director and thereafter to the Audit Committee Chairman. During the year under review, no employee was denied access to the Audit Committee. The Whistle Blower Policy of the Company has been placed on the website of the Company and can be accessed at https://www.amines.com/pdf/policies/whistle-blower- policy.pdf.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formulated, adopted and implemented CSR Policy in accordance with Section 135 of the Companies Act, 2013 ("Act") and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("Rules") as amended which outlies about objectives, the constitution of CSR Committee, roles and responsibilities of the committee, implementation, monitoring and guiding principles etc. The CSR Policy applies to all CSR projects/programmes undertaken by the Company in India as per Schedule VII of the Act, for the time being in force.

As a part of its CSR initiative and in line with the CSR Policy, the Board has constituted the CSR Committee and has identified various sectors of the Society for Social and Charitable work based on the needs and requirements in a particular field. During the year under review, the Company has undertaken activities as part of its CSR initiatives.

A detailed Report as required under Section 135 of the Act and Responsibility Statement of the CSR Committee on the Implementation and Monitoring

of CSR Policy are annexed as Annexure-5 and Annexure-5A respectively and forms part of this Report. The CSR Policy is also placed at the website of the Company and can be accessed at https://www.amines. com/pdf/policies/corporate-social-responsibility-csr- policy.pdf.

The salient features and highlights of the CSR Policy are as below:

• Constitution of CSR Committee and Frequency of meeting: Three or more Directors, out of which at least one director shall be an independent director and at least one meeting of the CSR Committee to be held every financial year.

• Roles of CSR Committee: i) To formulate, recommend CSR Policy and the activities to be undertaken towards CSR initiatives as per the Act and CSR Policy, and monitor the policy and advise any changes therein if required. ii) To formulate and recommend to the Board an annual action plan, iii) To review and recommend the amount of expenditure to be incurred on the CSR and monitor the execution and implementation of the annual action plan and to do all such acts as may be entrusted to the CSR Committee by the Board from time to time.

• CSR Expenditure: At least two (2) per cent of the "Average Net Profits" of the Company made during the three (3) immediately preceding financial years and administrative overheads shall not exceed five percent of total CSR expenditure of the company for the financial year.

• Treatment of Surplus: Any surplus arising out of the CSR activities shall not form part of the business profit of the Company and shall be ploughed back into the same project or shall be transferred to the Unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the company or transfer such surplus amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year.

• Treatment of Excess Amount Spent: Excess amount may be set off against the requirement to spend under sub-section (5) of Section 135 of the Act up to the immediate succeeding three financial years.

• Supervision, Monitoring and Disclosure: The

members of the CSR Committee can themselves do the supervision and monitoring of the activities undertaken as a part of CSR Activities or else can also depute or delegate a director or team of person amongst the employees of the Company for the same. The Annual Report on CSR shall be disclosed as a part of the Boards Report in the form as may be prescribed and providing a Responsibility Statement of the CSR Committee on the Implementation and monitoring of CSR Policy.

The above are the salient features of the CSR Policy. The detailed policy is uploaded on the website of the Company on the link provided above.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS AND TRIBUNALS

During the year under review, no significant and material order was passed by the regulators, courts, or tribunals impacting the going concern status and the Companys operations in future.

40. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The details of unpaid/unclaimed dividends for a period of seven (7) consecutive years and underlying shares liable to be transferred to the IEPF Authority have been mentioned in detail in the Corporate Governance Report, which forms a part of this Report.

41. CORPORATE GOVERNANCE REPORT

As prescribed under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on Corporate Governance Practices followed by the Company, together with a Certificate from a Practicing Company Secretary confirming compliance is provided as Annexure 6 of this Report and forms part of this Report.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

43. COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India from time to time.

44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is voluntarily disclosing the Business Responsibility and Sustainability Report for FY 202425, forming an integral part of the Annual Report. This reports objective is to present an open and understandable description of our continuous progress toward corporate responsibility and sustainability. In addition to demonstrating our dedication to lowering our carbon footprint and improving social and environmental value across our supply chain, and it further demonstrates the companys efforts to strike a balance between economic development and environmental stewardship and social responsibility.

45. CYBER SECURITY

In view of the increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in line with the threat scenarios. The Companys technology environment is enabled with real-time security monitoring with requisite controls at various layers, starting from end-user machines to network, application and the data.

46. BOARD DIVERSITY

In compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board through the Nomination and Remuneration Committee (NRC), recognizing the importance of a diverse composition, has devised a policy on Board Diversity which sets out its approach to diversity. The Board of Directors enables efficient functioning through differences in experience, perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board has adopted a Board Diversity Policy.

The Board Diversity Policy has been placed on the website of the Company and can be accessed at https://www.amines.com/pdf/policies/board-diversitv- policv.pdf.

47. SUCCESSION OF BOARD AND SENIOR MANAGEMENT

The Company has in place a policy for the succession of Board and Senior Management adopted by the Board on the recommendation of the Nomination and Remuneration Committee. The said policy is available on the website of the Company and can be accessed at: https://www.amines.com/pdf/policies/succession-of- board-and-senior-manaaement-policv.pdf

48. GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during FY 2024-25:

a) Neither the Managing Director nor the Executive Director of the Company receives any salary or commission from the subsidiary of the Company.

b) There has been no change in the nature of the business of the Company.

c) There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d) There was no instance of one-time settlement with any bank or financial institution.

49. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the shareholders, debenture holders, deposit holders, customers, suppliers, vendors, investors, stock exchanges, depositories, banks and other financial institutions, regulatory authorities, rating agencies, auditors, legal advisors, consultants and all other stakeholders for their continued support. Your Directors also take this opportunity to appreciate and acknowledge the efforts, hard work and contribution of the employees of the Company.

	For and on behalf of the Board of Directors
	Sd/-
	Hemant Kumar Ruia
Place: Mumbai	Chairman & Managing Director
Date: August 12, 2025	(DIN: 00029410)