To the Members of Asahi Songwon Colors Limited
Your Directors take pleasure in presenting their 36th Annual Report on the business and operations of the Company together with the Audited Financial Statements both Standalone and Consolidated for the Financial Year ended March 31, 2026.
The Companys standalone and consolidated financial performance for the year ended March 31, 2026 is summarised below:
All amounts are in Lakhs, unless otherwise stated)
| Particulars | Standalone 2025-2026 | Standalone 2024-2025 | Consolidated 2025-2026 | Consolidated 2024-2025 |
| Revenue from Operations | 34,413.90 | 39,022.47 | 53,547.65 | 56,235.84 |
| Other Income | 1,049.49 | 792.79 | 670.37 | 404.34 |
| Total Income | 35,463.39 | 39,815.27 | 54,218.02 | 56,640.18 |
| Profit before Depreciation, Finance Cost, Exceptional Item and Tax Expenses | 4,564.65 | 5,237.70 | 5,652.75 | 6,021.44 |
| Less: Depreciation | 979.44 | 1,017.15 | 1,872.45 | 1,877.38 |
| Less: Finance Cost | 463.50 | 754.36 | 1,224.15 | 1,646.51 |
| Profit before Tax before Exceptional Item | 3,121.71 | 3,466.19 | 2,556.15 | 2,497.55 |
| Add: Exceptional Items | - | - | - | - |
| Profit before Tax (PBT) | 3,121.71 | 3,466.19 | 2,556.15 | 2,497.55 |
| Less: Tax Expenses | 876.08 | 917.32 | 778.27 | 812.01 |
| Profit after Tax (PAT) | 2,245.63 | 2,548.87 | 1,777.88 | 1,685.54 |
| Attributable to: | ||||
| Owners of the Company | - | - | 1,876.84 | 1,975.46 |
| Non-Controlling Interest | - | - | (98.95) | (289.92) |
| Other Comprehensive Income/(Loss) | (77.99) | 30.13 | (63.65) | 28.8 |
| Total Comprehensive Income | 2,167.64 | 2,578.99 | 1,714.24 | 1,714.34 |
| Attributable to: | ||||
| Owners of the Company | - | - | 1,811.87 | 2,004.65 |
| Non-Controlling Interest | - | - | (97.63) | (290.31) |
| Particulars | Standalone 2025-2026 | Standalone 2024-2025 | Consolidated 2025-2026 | Consolidated 2024-2025 |
| Opening Balance in Retained Earnings | 25,310.03 | 22,789.97 | 22,118.52 | 20,172.81 |
| Amount available for appropriation | 27,477.66 | 25,368.97 | 23,930.39 | 22,177.46 |
| Less: Dividend (including Dividend Distribution Tax) on equity shares | 176.81 | 58.94 | 176.81 | 58.94 |
| Closing Balance in Retained Earnings | 27,300.85 | 25,310.03 | 23,753.58 | 22,118.52 |
During the year under review, the Company recorded a stable performance across its three principal business verticals, namely Phthalocyanine Pigments, Azo Pigments, and Active Pharmaceutical Ingredients (API). The financial year 2025-26 continued to remain challenging for the industry due to geopolitical uncertainties arising from ongoing international conflicts, increase in raw material and logistics costs, subdued market demand, and lower order inflows across certain segments. Despite these adverse market conditions, the Company remained focused on operational efficiency, cost control, customer retention, and business stabilisation, which helped mitigate the overall impact on performance.
The Phthalocyanine Pigments business, which continues to be the Companys core segment, witnessed a substantial improvement in operational performance during the year. The impact of industry-wide destocking and subdued demand conditions experienced in the previous financial year gradually eased, resulting in higher plant utilisation and improved operational efficiencies. Supported by stable demand from domestic and export markets, along with focused cost optimisation initiatives, the segment achieved better production and sales performance during Financial Year 2025-26. The Company continued to strengthen its market position through operational discipline and enhanced customer engagement.
The Azo Pigments segment also demonstrated a gradual and steady recovery during the year under review. Improved demand conditions, better capacity utilisation, and ongoing process optimisation measures contributed to enhanced operational performance compared to the previous year. The Company continued its focus on efficiency enhancement, product quality, and cost management, which supported the overall recovery of the segment. Strategic initiatives undertaken in this business are expected to support sustainable growth and improved profitability in the coming years.
The Active Pharmaceutical Ingredients (API) business recorded steady operational growth during Financial Year 2025-26 and continued to strengthen its contribution to the Companys diversified business portfolio. The segment benefitted from increased operational scale and improved process efficiencies during the year. However, profitability margins remained under pressure owing to competitive market conditions and pricing challenges within the industry. The Company continued to focus on regulatory compliance, product quality, operational efficiency, and customer development initiatives to strengthen its position in the API business and support long-term growth.
On a standalone basis, the Company recorded revenue from operations of 34,414 lakh for the financial year ended March 31, 2026, as compared to 39,022 lakh in the previous year. The Company achieved an EBITDA of 4,565 lakh during the year, with an EBITDA margin of 13%, reflecting improved operational efficiency and cost optimisation measures.
The Profit After Tax (PAT) for the financial year stood at 2,246 lakh as against 2,549 lakh in the previous year.
On a consolidated basis, the Company recorded revenue from operations of 53,548 lakh for the financial year ended March 31, 2026, as compared to 56,236 lakh in the previous financial year. The business environment during the year remained challenging due to subdued global demand, geopolitical uncertainties, volatile raw material prices, and disruptions arising from ongoing international conflicts and adverse market conditions across key industries.
Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) stood at 5,653 lakh during Financial Year 2025-26 as against 6,021 lakh in Financial Year 2024-25. The EBITDA margin remained at 11% during the year, supported by operational efficiencies, improved capacity utilisation, and disciplined cost management initiatives despite the challenging market environment.
Profit After Tax (PAT) for the year stood at 1,778 lakh as compared to 1,686 lakh in the previous year. The improvement in profitability was achieved despite persistent pressure on margins, elevated depreciation and finance costs, and continued uncertainty in global and domestic markets.
During the year under review, the Companys standalone exports stood at 23,788 lakh as compared to 24,795 lakh in the previous financial year. Export markets remained challenging and unsteady during the year due to geopolitical tensions, including the ongoing conflict involving Iran, continued economic uncertainties across European markets, volatility in global demand, and the impact of changing tariff structures and trade policies in certain international markets.
Despite these challenging conditions, the Company continued its efforts to strengthen its presence in international markets through its quality product portfolio, long-standing customer relationships, and customer-centric approach. The Company remains committed to expanding its global footprint and exploring opportunities across key export destinations while maintaining focus on operational efficiency and sustainable growth.
The Board of Directors, at its meeting held on May 26, 2026, has recommended a final dividend of 1.50 per equity share, i.e. 15% of the face value of 10 each, for the financial year ended March 31, 2026. The payment of the said dividend is subject to the approval of the Members at the ensuing 36th Annual General Meeting (AGM) of the Company.
In the previous financial year, the Company had declared and paid a final dividend of 1.50 per equity share, i.e. 15% of the face value of 10 each. If approved by the Members at the ensuing AGM, the total outgo towards the final dividend for the financial year 2025-26 would amount to approximately 177 lakh.
In accordance with the applicable provisions of the Income-tax Act, 1961, dividend income is taxable in the hands of the shareholders. Accordingly, the Company shall deduct tax at source (TDS), wherever applicable, at the prescribed rates before making payment of the dividend.
The recommended dividend is in accordance with the Dividend Distribution Policy of the Company, formulated pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Dividend Distribution Policy is annexed to this Report as Annexure F and is also available on the Companys website at www.asahisongwon.com .
During the year under review, unclaimed/unpaid dividend of which was lying in the Unpaid Dividend Account for the Financial Year 2017-18, pursuant to the provisions of Section 124(5) of the Companies Act, 2013 (the Act), was transferred to IEPF. The Company has transferred 241 equity shares, in respect of which dividend(s) have not been claimed for seven consecutive years, to IEPF Authority. The details of unpaid or unclaimed dividend(s) & shares transferred to IEPF during the year, pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Report of Corporate Governance forming part of this Report.
The details of the nodal officer appointed by the Company under the provisions of IEPF is available on the website of the Company at www.asahisongwon.com
Your Directors do not propose to transfer any amount to the General Reserve for the financial year March 31, 2026
There was no change in the nature of business of the Company during the financial year ended March 31, 2026, and the Company continued to operate in its existing line of business.
There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended March 31, 2026, and the date of this Report.
The issued, subscribed, and paid-up equity share capital of the Company as on March 31, 2026, stood at 1,178.73 lakh, comprising 1,17,87,262 equity shares of 10 each. During the year under review, the Company did not issue any equity shares with differential rights as to dividend, voting, or otherwise.
During the year under review, the Company has not issued any sweat equity shares.
During the financial year under review, the Company has not granted any employee stock options under Section 62(1)(b) of the Companies Act, 2013, read with the applicable Rules framed thereunder, or under Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year under review, the Company did not issue any debentures in accordance with the provisions of Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Further, no debentures were redeemed during the financial year 2025-26.
Pursuant to the provisions of Section 92 and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026, in Form MGT-7, is made available on the Companys website at www.asahisongwon.com , in compliance with the statutory disclosure requirements.
As at March 31, 2026, all 1,17,87,262 equity shares of the Company continued to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
The Company has duly paid the Annual Listing Fees to both the Stock Exchanges for the financial year 2026-27.
Pursuant to the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Report for Financial Year 2025-26, comprising the financial statements, Directors Report, Management Discussion and Analysis and Corporate Governance Report, is being disseminated to the Members through permitted modes.
The Annual Report is also available on the Companys website at www.asahisongwon.com .
During the year under review, the Company had three subsidiary companies and one associate company.
Asahi Tennants Color Private Limited (ATC) is a subsidiary of the Company, with the Company holding 51% of its equity share capital and the balance 49% being held by Tennants Textile Colours Limited (TTC), Belfast, Northern Ireland.
ATC operates a state-of-the-art manufacturing facility at Dahej, Bharuch, Gujarat, engaged in the manufacture of AZO pigments. TTC is a UK-based manufacturer of colour dispersions with a presence in international markets.
As part of its strategic diversification into the pharmaceutical sector, the Company acquired 100% equity share capital of Atlas Life Sciences Private Limited (Atlas) on March 26, 2024, making it a wholly owned subsidiary of the Company.
Atlas is engaged in the manufacture of Active Pharmaceutical Ingredients (APIs), with a key focus on Pregabalin and other API Intermediates. Its manufacturing facility is located at Odhav, Ahmedabad, Gujarat, catering to domestic and export markets.
To strengthen its pharmaceutical manufacturing capabilities, the Company incorporated Atlas Life Sciences (India) Private Limited on April 28, 2022, as a wholly owned subsidiary, with a focus on the manufacture of Active Pharmaceutical Ingredients (APIs) and bulk drugs.
The manufacturing facility at Chhatral, Mehsana, Gujarat, is operational and engaged in the manufacture of APIs and intermediates, supporting the Companys backward integration, capacity expansion and growth in the pharmaceutical sector.
Plutoeco Enviro Association is an associate company of the Company, incorporated on October 27, 2020, as a Section 8 company under the Companies Act, 2013, operating as a not-for-profit organisation.
The salient features of the financial statements of the Companys subsidiaries and associate company, in Form AOC-1, are annexed to the standalone financial statements and form part of this Annual Report.
The Policy on Material Subsidiaries is available on the Companys website at www.asahisongwon.com .
There was no change in the status of the Companys subsidiaries or associate company during the year under review.
In accordance with Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, the financial highlights of the Companys subsidiaries and associate company for the financial year ended March 31, 2026, are set out below:
(All amounts are in Lakhs, unless otherwise stated)
| Particulars | Asahi Tennants Colors Private Limited 2026 | Asahi Tennants Colors Private Limited 2025 | Atlas Life Sciences Private (India) Limited 2026 | Atlas Life Sciences Private (India) Limited 2025 | Atlas Life Sciences Private Limited 2026 | Atlas Life Sciences Private Limited 2025 |
| Revenue from Operations | 7871.10 | 7,067.47 | 5825.50 | 4,948.00 | 8813.55 | 9,315.46 |
| Profit Before Tax | (242.72) | (713.42) | (230.65) | (468.60) | (103.72) | 210.77 |
| Profit After Tax | (201.95) | (591.67) | (191.47) | (419.65) | (85.86) | 145.38 |
Pursuant to Section 136 of the Companies Act, 2013, the audited financial statements of the Companys subsidiaries are not annexed to the standalone financial statements. The same are available on the Companys website at www.asahisongwon.com and shall be provided to the Members upon request. The financial statements are also available for inspection at the Registered Office of the Company and the respective registered offices of the subsidiaries, in accordance with applicable provisions.
The Consolidated Financial Statements of the Company, forming part of this Annual Report, incorporate the audited financial information of its subsidiaries. The summary of key financial highlights is provided in Form AOC-1, annexed as Annexure - A to this Report.
In compliance with Regulations 33 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, form part of this Annual Report.
The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) and present the consolidated financial position and performance of the Company and its subsidiaries.
The Company has availed funded and non-funded credit facilities, encompassing both working capital and term loan requirements from State Bank of India, The Federal Bank Limited, Axis Bank Limited and HDFC Bank Limited.
To ensure comprehensive risk coverage, the Companys tangible assets including Plant, Property, Equipment, and Inventories are secured under an Industrial All Risk (IAR) insurance policy. Additionally, the Company maintains risk management through supplementary insurance instruments such as Public Liability Insurance, Marine Transit Coverage, and a Commercial General Liability (CGL) Policy, thereby safeguarding against contingencies arising from operational exposures and third-party claims.
Furthermore, the Company has instituted a Directors and Officers (D&O) Liability Insurance Policy to indemnify the Directors and Senior Management against legal liabilities and regulatory exposures arising from their governance roles and fiduciary obligations.
During the year under review, CARE Ratings Limited reaffirmed and reviewed the credit ratings assigned to the banking facilities of the Company. The long-term credit facilities have been rated as CARE A; Positive, indicating adequate safety with a stable outlook for obligations with a tenure exceeding one year.
Further, the short-term credit facilities of the Company have been assigned a rating of CARE A1, denoting a strong degree of safety with timely servicing of financial obligations for facilities with a tenure of up to one year.
These ratings reflect the Companys sound financial profile, prudent risk management, and consistent operational performance.
During the financial year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no deposits or amounts of principal or interest outstanding as at March 31, 2026.
As at March 31, 2026, the Board of Directors of the Company comprised ten (10) Directors, including four (4) Executive Directors, one (1) Non-Executive Non-Independent Director and five (5) Non-Executive Independent Directors. The composition of the Board is in compliance with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mrs. Paru M. Jaykrishna and Mr. Gokul M. Jaykrishna, Directors, are liable to retire by rotation at the ensuing 36th Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Board of Directors recommends their re-appointment for approval of the Members.
In accordance with the stipulations prescribed under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailed particulars pertaining to the Directors proposed to be appointed or re-appointed at the forthcoming 36th Annual General Meeting have been annexed to the Notice convening the said Meeting.
Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Maulik Mehta was appointed as a Non-Executive Independent Director with effect from November 11, 2025, and Mr. Rupesh Shah was appointed as a Non-Executive Independent Director with effect from March 31, 2026, each for a term of five consecutive years.
The appointments were subsequently approved by the Members through Postal Ballot in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
In accordance with Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel (KMP) of the Company during the financial year ended March 31, 2026:
Mr. Gokul M. Jaykrishna - Joint Managing Director and CEO
Mr. Pratik Shah - Chief Financial Officer
Mr. Joseph Saji Varghese - Company Secretary
Subsequent to the close of the financial year, Mr. Pratik Shah resigned as Chief Financial Officer with effect from April 9, 2026. Mr. Maulik Shah was appointed as Chief Financial Officer with effect from July 7, 2026.
Mr. Gokul M. Jaykrishna, in addition to serving as Joint Managing Director and CEO of the Company, also serves as Managing Director & CEO of Asahi Tennants Color Private Limited, a subsidiary of the Company, and received remuneration of 84 lakh from the subsidiary during Financial Year 2025-26.
Mr. Arjun G. Jaykrishna, Executive Director of the Company, also serves as Managing Director of Atlas Life Sciences Private Limited, a wholly owned subsidiary, and received remuneration of 48 lakh from the subsidiary during Financial Year 2025-26.
Mr. Mitesh N. Patel, Executive Director of the Company, also serves as Executive Director of Asahi Tennants Color Private Limited, a subsidiary, and received remuneration of 8.49 lakh from the subsidiary during Financial Year 2025-26.
Subsequent to the close of the financial year, Mr. Gokul M. Jaykrishna ceased to hold the position of Chief Executive Officer (CEO) of the Company with effect from May 26, 2026. Mr. Arjun G. Jaykrishna was appointed as CEO and Executive Director of the Company with effect from May 27, 2026.
The tenure of Mr. Paru M. Jaykrishna, Chairperson and Managing Director, and Mr. Gokul M. Jaykrishna, Managing Director, ending on July 31, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on May 26, 2026, approved their re-appointment for a further term of three years with effect from August 1, 2026, subject to the approval of the Members at the ensuing 36th Annual General Meeting.
The requisite resolutions for their re-appointments have been included in the Notice convening the 36th Annual General Meeting, and the Board recommends their re-appointment for approval by the Members.
Subsequent to the close of the financial year, Mr. Sudhin Choksey, Non-Executive Independent Director, resigned from the Board with effect from April 4, 2026.
The Company has two women Directors, namely Mrs. Paru M. Jaykrishna and Mrs. Shivani R. Lakhia, of whom Mrs. Shivani R. Lakhia is a Non-Executive Independent Director.
The composition of the Board is in compliance with Section 149(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the appointment of women and independent women directors.
The Company remains committed to diversity, balanced representation and sound corporate governance at the Board level.
Pursuant to Sections 134(3)(e) and 178(3) of the Companies Act, 2013, the Company has adopted a Nomination and Remuneration Policy covering the criteria for appointment, qualifications, positive attributes and independence of Directors, as well as remuneration of Directors, Key Managerial Personnel and other employees.
The Policy is available on the Companys website at www.asahisongwon.com .
Disclosures relating to remuneration and other pertinent details, as mandated under Section 197(12) of the Companies Act, 2013, read together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended hereto as Annexure - D and form an integral part of this Report.
The Nomination and Remuneration Committee has formulated a Nomination, Remuneration and Evaluation Policy in accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations. The Policy covers the criteria for appointment, qualifications, positive attributes and independence of Directors, Board diversity, remuneration and performance evaluation.
The Policy is available on the Companys website and forms part of this Report.
The Company has obtained the requisite declarations from its Independent Directors pursuant to Section 149(7) of the Companies Act, 2013, affirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board hereby confirms that all such Independent Directors continue to satisfy the prescribed criteria of independence under the Companies Act, 2013 and the aforementioned Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Furthermore, the Company confirms that no pecuniary transactions, other than the payment of sitting fees for Board and Committee meetings, have been undertaken with any of the Independent Directors during the year under review.
Pursuant to Regulation 34(3) and Schedule V, Part C, Clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Shyamsingh Tomar & Associates, Company Secretaries in Practice, Ahmedabad, has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other statutory authority as on March 31, 2026. This certificate is annexed to, and forms an integral part of, the Corporate Governance Report included in this Annual Report.
The Company has in place a Familiarisation Programme for Directors, particularly Independent Directors, to familiarise them with their roles, rights, responsibilities, the Companys business operations, industry developments and applicable regulatory requirements.
The Programme is conducted in accordance with Regulation 25(7) of the SEBI Listing Regulations. Details of the Familiarisation Programme are provided in the Corporate Governance Report, forming part of this Annual Report.
Pursuant to the provisions of the Companies Act, 2013 and Regulations 25(3) and 25(4) of the SEBI Listing Regulations, the Independent Directors, at their meeting held on March 31, 2026, evaluated the performance of the Non-Independent Directors and the Chairperson, taking into account the views of the Executive and Non-Executive Directors. The Nomination and Remuneration Committee also evaluated the performance of the Directors.
The Board conducted an annual evaluation of the Board, its Committees and individual Directors based on parameters including participation, contribution, strategic oversight, governance, risk management and effectiveness of deliberations.
The methodology and criteria for the evaluation are set out in the Corporate Governance Report forming part of this Annual Report. Independent Directors are also periodically familiarised with the Companys operations, industry developments, corporate governance practices and regulatory requirements through presentations and other appropriate programmes.
The Company recognizes the importance of Board diversity in promoting effective governance, informed decisionmaking and sustainable growth. The Board comprises Directors with diverse skills, experience, backgrounds and perspectives.
The Company has adopted a Board Diversity Policy providing for an appropriate mix of Executive, Non-Executive, Independent and Women Directors, in accordance with the applicable provisions of the SEBI Listing Regulations.
The Board Diversity Policy is available on the Companys website at www.asahisongwon.com
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm:
i) That in the preparation of the annual accounts, the applicable accounting standards have been followed, and no material departures have been made from the same; ii) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are 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 2025-26 and of the profit and loss of the Company for that period; iii) That they had 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; iv) That they had prepared the annual accounts on a going concern basis; v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.
The Board meets regularly to deliberate and approve key matters, including financial results, business strategies, policies and other operational and compliance matters. An annual calendar of Board and Committee meetings is circulated in advance to facilitate effective participation by the Directors.
During Financial Year 2025-26, five (5) Board Meetings were held, with the gap between two consecutive meetings not exceeding 120 days, in compliance with Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the SEBI Listing Regulations. Details of the meetings and Directors attendance are provided in the Corporate Governance Report forming part of this Annual Report.
Directors are provided the facility to participate in Board and Committee meetings through Video Conferencing/ Other Audio-Visual Means, in accordance with applicable provisions.
A separate meeting of the Independent Directors was held on March 31, 2026, without the presence of Non-Independent Directors and members of management. All Independent Directors attended the meeting and reviewed the matters prescribed under Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the SEBI Listing Regulations.
The Company has constituted five Board-level Committees in accordance with applicable laws and regulations. These Committees are:
The Audit Committee comprises three Directors, two of whom are Independent Directors. Mr. Anil Jain is the Chairman of the Committee. The composition of the Audit Committee complies with the requirements of Section 177 of the Companies Act, 2013, and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary acts as the Secretary to the Committee. The Joint Managing Director & CEO, Chief Financial Officer, and Auditors are permanent invitees to the meetings of the Committee.
The terms of reference of the Audit Committee, details of the meetings held including dates and attendance, and the remuneration paid to its members are provided separately in the Corporate Governance Report attached to this Annual Report. The Company has instituted a comprehensive Internal Audit system commensurate with its size and operations. During the year under review, the Board accepted all recommendations made by the Audit Committee.
Further information regarding the Audit Committee is included in the Corporate Governance section of this Annual Report.
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee. The Committee is chaired by Mrs. Paru M. Jaykrishna, Chairperson and Managing Director of the Company. The other members of the Committee are Mr. Anil Jain and Mrs. Shivani R. Lakhia, both Independent Directors.
The Company has adopted a comprehensive CSR Policy, which is accessible on the Companys website. The CSR Committee submits details of the activities proposed to be undertaken during the year to the Board for its consideration and approval. A detailed report on CSR activities is annexed hereto as Annexure - G, forming part of this Report.
The constitution and terms of reference of the Nomination and Remuneration Committee of the Company are in full compliance with Section 178 of the Companies Act, 2013, as well as Regulation 19 and Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2026, the Nomination and Remuneration Committee comprises three Non-Executive Independent Directors: Mrs. Shivani R. Lakhia, who serves as Chairperson, alongside Mr. Anil Jain and Mr. Samveg Lalbhai as members.
Further details concerning the Nomination and Remuneration Committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
The Stakeholders Relationship Committee is vested with the critical mandate of overseeing all matters pertaining to the transfer of securities and the expeditious resolution of grievances lodged by shareholders, investors, and other security holders. The constitution and terms of reference of the Committee are duly framed in strict compliance with Section 178(5) of the Companies Act, 2013, and Regulation 20 read with Part D of Schedule VI of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted a Risk Management Committee. A robust Risk Management Policy has been formulated, delineating the
Committees mandate, roles, and responsibilities, ensuring comprehensive oversight and proactive mitigation of risks in strict adherence to the prescribed regulatory framework.
Pursuant to Section 139 of the Companies Act, 2013 and the applicable Rules made thereunder, M/s. Talati & Talati LLP, Chartered Accountants, Ahmedabad (Firm Registration No. 110758W/W100377) were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting, to be held in 2027.
M/s. Talati & Talati LLP, have audited the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026 and issued their reports thereon. The Audit Reports are unmodified, without any qualification, reservation or adverse remark, and form part of this Annual Report.
The Auditors have confirmed their eligibility and independence in accordance with Sections 139 and 141 of the Companies Act, 2013 and Regulation 33(1)(d) of the SEBI Listing Regulations, and have also confirmed that they hold a valid Peer Review Certificate issued by the ICAI.
During the financial year under review, the requirement for conducting a cost audit was not applicable to the Company.
Pursuant to Section 204 of the Companies Act, 2013, the Board, based on the recommendation of the Audit Committee, appointed M/s. SPANJ & Associates, Practising Company Secretaries, as Secretarial Auditors for five consecutive financial years from Financial Year 2025-26 to Financial Year 2029-30, which was approved by the Members at the 35th Annual General Meeting. The Secretarial Auditors have conducted the Secretarial Audit for the financial year ended March 31, 2026, and their Secretarial Audit Report forms part of this Annual Report.
The Secretarial Audit Report contains an observation regarding temporary non-compliance with Regulation 17(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the composition of the Board of Directors. The Company took necessary steps to ensure compliance, and the composition of the Board was brought into compliance with Regulation 17(1) with effect from March 31, 2026. The aforesaid temporary non-compliance did not have any material impact on the financial position or operational performance of the Company.
M/s. Fenil P. Shah & Associates, Chartered Accountants, Ahmedabad, were appointed as the Internal Auditors of the Company for Financial Year 2025-26 by the Board, based on the recommendation of the Audit Committee. They conduct quarterly reviews of internal controls and report their findings to the Audit Committee. The scope of internal audit is approved by the Committee and covers key operational and financial areas, including internal controls, compliance and process efficiency.
Pursuant to Section 143(12) of the Companies Act, 2013 and the applicable Rules, the Statutory Auditors and Secretarial Auditors have confirmed that no instance of fraud by or against the Company involving its officers or employees was reported during Financial Year 2025-26 that required disclosure in this Report.
In accordance with the provisions of Section 178(3) and Section 178(4) of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has framed and recommended a comprehensive Nomination, Remuneration and Evaluation Policy, duly adopted by the Board.
The Policy sets out the criteria for determining qualifications, competencies, positive attributes, and independence of Directors (Executive and Non-Executive) and outlines the framework for remuneration of Directors, Key Managerial Personnel (KMPs), and other senior employees. The Policy ensures an objective and transparent process aligned with the Companys long-term interests and statutory obligations.
The said Policy forms part of this Boards Report and is annexed hereto as Annexure - D.
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism through a duly formulated.
The policy enables Directors and Employees to report genuine concerns regarding unethical conduct, suspected fraud, or violation of the Companys Code of Conduct, in a secure and confidential manner. It provides for direct access to the Chairperson of the Audit Committee and ensures that whistle-blowers are protected against any form of retaliation or victimization.
The policy has been widely disseminated across the organization, including its various units and locations, and is also accessible on the Companys website at:
https://asahisongwon.com/investors/policies-and-codes/
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and the relevant provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted a Corporate Social Responsibility Committee and adopted a detailed CSR Policy.
The CSR Policy outlines the Companys commitment to contribute towards sustainable development and social welfare, and it specifies the focus areas, implementation strategy, and governance framework for CSR activities. The policy is available on the Companys website at:
https://asahisongwon.com/investors/policies-and-codes/
The Companys CSR initiatives during the financial year focused on key areas such as Healthcare and Education, Infrastructure Development, Sustainable Livelihood, and Social Empowerment & Welfare. A comprehensive report on CSR activities undertaken during the year is appended to this Report as Annexure - G.
In accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Risk Management Committee Charter, the Company has established a comprehensive Enterprise Risk Management (ERM) Policy and framework for identification, assessment, mitigation, monitoring and reporting of key risks and opportunities.
During the year under review, the Company further strengthened its ERM framework by enhancing its ERM Charter and Policy and formalising the processes for risk identification, evaluation, mitigation and reporting.
For details of the Companys risk management framework, key risks and mitigation measures, stakeholders are requested to refer to section of the Management Discussion and Analysis Report.
In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has adopted a comprehensive Dividend Distribution Policy that outlines the Companys philosophy and guiding principles for the declaration of dividends.
The Policy delineates the key internal and external parameters considered by the Board, indicative payout ranges, the periodicity of dividend declaration, and exceptional circumstances under which dividend distribution may be varied or suspended.
The Policy is appended as Annexure - F to this Report and is also accessible on the Companys website at: https://asahisongwon.com/investors/policies-and-codes/
In compliance with Regulation 34(2)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with Indian Accounting Standard (Ind AS) 7 - Statement of Cash Flows, the Company has prepared and appended the Cash Flow Statement as part of the standalone and consolidated financial statements for the financial year ended March 31, 2026.
The Company continues to hold the prestigious status of a Two Star Export House, granted by the Office of the Development Commissioner, Kandla Special Economic Zone, Gandhidham, Kutch, under the provisions of the Foreign Trade Policy 2015-2020. This recognition remains valid until December 31, 2030.
The Company operates a dedicated Research and Development Centre. The R&D function remains focused on continual improvement in product quality, cost optimization, innovation in product development, and sustainable environmental practices.
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.
During the year under review, the Company has not undertaken any revision of its Financial Statements or the Boards Report in respect of any of the three preceding financial years, in accordance with the provisions of Section 131 of the Companies Act, 2013.
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, have been appropriately disclosed in the financial statements forming part of this Annual Report.
All related party transactions entered into during Financial Year 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations. No material related party transaction or transaction involving potential conflict of interest was entered into during the year.
Details of related party transactions were placed before the Audit Committee on a quarterly basis. Accordingly, Form AOC-2 is annexure as Annexure - B. The Companys Policy
on Materiality of Related Party Transactions is available on its website at www.asahisongwon.com
Pursuant to the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Management Discussion and Analysis Report, delineating the Companys operational and financial performance, strategic initiatives, risk management framework, industry trends, and forward-looking outlook, forms an integral component of this Annual Report.
In compliance with Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a strong corporate governance framework. The Corporate Governance Report, attached as Annexure - I, provides details on the Companys governance structure, including the composition and functioning of the Board and its Committees namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee.
The Report encapsulates disclosures on the frequency and conduct of Board and Committee meetings, roles and responsibilities, independence of directors, and key oversight functions undertaken during the financial year.
A certificate affirming compliance with the corporate governance stipulations under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued by M/s. Shyamisingh Tomar & Associates, Practising Company Secretaries, Ahmedabad, is annexed and forms part of this Report.
Further, pursuant to Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance certificate executed by the Joint Managing Director & CEO, certifying the integrity of financial statements, adequacy of internal controls, and adherence to applicable accounting standards, is appended hereto.
In accordance with Regulation 26(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of the Companies Act, 2013, the Company has formulated and implemented a Code of Conduct applicable to its Board of Directors and Senior Management Personnel. The Code underscores the principles of ethical business conduct, regulatory compliance, integrity, accountability, and commitment to the Companys stakeholders.
All members of the Board and the Senior Management have provided annual declarations of compliance with the Code as on March 31, 2026. A declaration to this effect, signed by the Joint Managing Director & CEO, is incorporated in the Corporate Governance Report. The Code is publicly available on the Companys website at: www.asahisongwon.com
In accordance with Regulation 8 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI). The objective of this Code is to ensure timely, accurate, and transparent disclosure of material information in a nondiscriminatory manner. It aims to maintain the confidentiality of UPSI, promote uniform dissemination, and ensure that all stakeholders have equal access to such information, thereby upholding market integrity and investor confidence.
The said Code is hosted on the Companys website at www.asahisongwon.com
The Company has adopted a Code of Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons, as mandated under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code establishes comprehensive procedures for pre-clearance, restricted trading periods, disclosures of holdings and trades, and reporting obligations, aimed at mitigating the risk of misuse of UPSI by insiders.
All designated persons are bound by the Code and are subject to disciplinary action for non-compliance. The Code is accessible on the Companys website at: www.asahisongwon.com
Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given as per Annexure - C hereto forming part of this Report.
The Company has established a robust internal financial control framework, commensurate with the size, nature, and complexity of its operations. This framework comprises clearly defined policies, procedures, authorization matrices, and segregation of duties to ensure efficient operations, safeguard assets, prevent and detect frauds and errors, and ensure the integrity of financial reporting.
The effectiveness of these controls is periodically reviewed by the management and is further evaluated through regular internal audits conducted by an independent Chartered Accountant. The Audit Committee reviews internal audit findings, statutory audit observations, and recommends necessary corrective actions for continuous improvement.
A detailed commentary on the adequacy of internal financial controls with reference to the financial statements is also provided under the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.
The Companys manufacturing facility at Vadodara is certified under ISO 9001:2015 for Quality Management Systems, ISO 14001:2015 for Environmental Management Systems, ISO 28001:2007 for Security Management Systems, ISO 50001:2018 for Energy Management Systems, ISO 45001:2018 for Occupational Health and Safety Management Systems, and ISO/IEC 27001:2022 for Information Security Management Systems. These certifications reflect the Companys commitment to maintaining globally recognised standards in quality, environmental sustainability, energy efficiency, occupational health and safety, security, and information security.
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, and Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a comprehensive policy on the prevention of sexual harassment at the workplace. The policy outlines a structured framework for prevention, prohibition, and redressal of sexual harassment and aims to ensure a safe, secure, and dignified working environment for all employees, with special emphasis on the well-being of women employees.
The policy is applicable to all women employees whether permanent, temporary, contractual, or trainees and has been communicated widely across the organisation, including prominent display on notice boards at all operating sites.
| Number of complaints as on the start of Financial Year 2025-26: | Nil |
| Number of complaints filed during the Financial Year 2025-26: | Nil |
| No. of complaints disposed of during Financial Year 2025-26: | Nil |
| No. of complaints pending at the end of Financial Year 2025-26: | Nil |
During the financial year under review, the Company did not receive any complaints relating to sexual harassment at the workplace.
The Company upholds its commitment to environmental protection and occupational safety through robust compliance with applicable laws including the Water Act, Air Act, Environment Protection Act, and Factories Act. Its EHS practices are periodically reviewed and enhanced.
A modern effluent treatment plant ensures that wastewater discharge remains within GPCB norms. Treated water is reused wherever feasible, and solid waste is disposed of at approved sites. The Company has developed a greenbelt and undertaken various sustainability initiatives, reinforcing its commitment to a clean, safe, and responsible working environment.
Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures relating to the remuneration of Directors and Key Managerial Personnel are annexed as Annexure - E, forming an integral part of this Boards Report.
During the financial year under review, the Company is in compliance with the provisions relating to the Maternity Benefit Act, 1961.
The requirement to disclose the details of any difference between the valuations conducted at the time of a One-Time Settlement (OTS) and the valuation conducted while obtaining a loan from banks or financial institutions, along with the reasons for such difference, is not applicable to the Company.
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to submit a Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company for the financial year ended March 31, 2026, as the Company is not among the top 1,000 listed entities by market capitalization.
There are no agreements entered into by the Company that impact its management or control, impose any restriction on the Company, or create any liability upon the Company. Accordingly, no disclosure is required under Clause 5A of Paragraph A of Part A of Schedule III to the SEBI Listing Regulations.
During the year under review, the Company sustained an environment of constructive and harmonious industrial relations across all operational tiers. The unwavering commitment, professionalism, and diligence of the workforce significantly contributed to reinforcing the Companys competitive positioning and operational resilience.
Pursuant to Section 118(10) of the Companies Act, 2013, and in accordance with Regulation 17(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors affirms that the Company has complied with the applicable Secretarial Standards- SS-1 and SS-2- issued by the Institute of Company Secretaries of India, relating to the conduct of Meetings of the Board of Directors and General Meetings, respectively, during the financial year under review.
In accordance with the disclosure requirements under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, it is confirmed that no application was made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
confirmed that no application was made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
During the year under review, all the corporate actions were duly implemented/completed within the specified time limit.
In line with the Green Initiative of the Ministry of Corporate Affairs and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company continues to communicate with shareholders electronically, including through e-mailing of the Annual Report and Notices to shareholders whose e-mail addresses are registered with the Company/Depositories, thereby promoting sustainability and reducing paper consumption.
The Board of Directors sincerely appreciates the continued support and cooperation extended by the Government authorities, regulatory bodies, bankers and other stakeholders.
The Board also places on record its appreciation for the dedication and contribution of the employees and expresses its gratitude to the shareholders for their continued trust, confidence and support.
For and on behalf of the Board of Directors
Place: Ahmedabad Date: May 26, 2026
Registered Office: Asahi House 20, Times Corporate Park Thaltej-Shilaj Road Thaltej, Ahmedabad- 380 059 (India) CIN: L24222GJ1990PLC014789
Paru M. Jaykrishna Chairperson & Mg. Director DIN: 00671721
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