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NGL Fine Chem Ltd Directors Report

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Oct 1, 2026|12:00:00 AM

NGL Fine Chem Ltd Share Price directors Report

Your Directors are pleased to present the Forty Fifth (45th) Annual Report along with the Audited financial statements (standalone and consolidated) of your Company for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2026, is summarized below:

Rs. In Lakhs

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Revenue from Operations 48,877.38 35,929.35 50,095.47 36,825.67
Profit before tax from continuing operations 5,462.06 2,388.24 6,336.77 2,771.43
Tax Expenses (Including Deferred Tax) -1,298.83 -575.03 -1,524.1 -659.00
Profit after Tax 4,163.23 1,813.21 4,812.67 2,112.43
Total Comprehensive Income for the year 4,140.43 1,788.91 4,788.44 2,088.39

Note: Previous year figures have been regrouped/re-arranged wherever necessary.

2. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to Reserves.

3. THE STATE OF THE COMPANYS AFFAIRS

The Companys financial performance during FY 2025-26 witnessed significant growth across key parameters.

On a standalone basis, Revenue from Operations increased by 36.04% to Rs. 48,877.38 lakhs from Rs. 35,929.35 lakhs in the previous year. while Profit After Tax increased by 129.60% to Rs. 4,163.23 lakhs from Rs. 1,813.21 lakhs. Total Comprehensive Income stood at Rs. 4,140.43 lakhs, registering a growth of 131.45% over the previous year.

On a consolidated basis, Revenue from Operations increased by 36.03% to Rs. 50,095.47 lakhs from Rs. 36,825.67 lakhs in the previous year. Profit After Tax increased by 127.82% to Rs. 4,812.67 lakhs from Rs. 2,112.43 lakhs. Total Comprehensive Income for the year stood at Rs. 4,788.44 lakhs as compared to Rs. 2,088.39 lakhs in the previous year, reflecting a growth of 129.29%.

The substantial improvement in profitability reflects enhanced operational performance, improved margins and sustained growth in business operations during the year.

4. SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company. The authorized share capital of the Company, as on March 31, 2026 aggregates Rs. 5,00,00,000/- (Rupees Five Crore) which is divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 5/- each, whereas the issued share capital of the Company comprises of 61,78,024 equity shares of Rs. 5/- each aggregating to Rs. 3,08,90,120/- (Rupees Three Crore Eight Lakh Ninety Thousand One Hundred and Twenty).

5. DIVIDEND

Your Directors recommend dividend of Rs. 1.75 per fully paid up equity share of Rs. 5/- each aggregating to Rs. 108.12 lakh.

The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM). The dividend, if approved by the shareholders, would involve a cash outflow of up to Rs. 108.12 lakh.

In terms of Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy, is available on the Companys website and can be accessed at https://nglfinechem.com/ wp-content/uploads/2026/04/dividend-distribution-policy. pdf

6. FUTURE PROSPECTS

The Company remains focused on strengthening its position in the animal health API segment while steadily expanding its product range across various therapeutic categories. During the recent period, demand recovery has been visible across key markets including Latin America, West Asia, Europe and the domestic market, although product realisations have continued to remain under pressure.

The Companys ongoing capital expenditure programme is expected to be an important driver of future growth.

Management indicated that project completion and commissioning are targeted for Q2FY27. Subject to successful regulatory audits, commercial production from the new facilities is expected to begin in the second half of the following financial year with a gradual ramp-up through FY28. These investments are intended to enhance manufacturing capacity, support pipeline products, and improve the Companys ability to address growing customer requirements.

The Company also benefits from established strengths including leadership in veterinary APIs, a broad customer base, wide range of APIs offered, strong in-house manufacturing and backward integration, and longstanding relationships with several leading global animal healthcare companies. With these strengths, along with brownfield and greenfield expansion initiatives, the management believes the Company is well positioned to leverage new capacities and drive its next phase of growth, while remaining watchful of market conditions, pricing pressures, regulatory timelines and broader macroeconomic uncertainties.

7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, Company did not undergo any change in the nature of its business. Further there was no significant change in the nature of business carried on by its subsidiaries.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act, the dividends that are unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF). Shares on which the dividend remains unclaimed for seven consecutive years shall also be transferred to IEPF.

During the financial year under review, there were no amounts required to be transferred to the Unpaid Dividend Account pursuant to Section 124 of the Companies Act, 2013.

The unclaimed dividend for the financial year 2018-19 is due for transfer to IEPF on October 28, 2026. Hence, shareholders are requested to claim their unpaid dividend within the stipulated timelines.

9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Directors Report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted

Risk Management Committee and its risk management policy is available on the website of the company https:// www.nglfinechem.com/wp-content/uploads/2026/04/risk-management-policy.pdf

11. INTERNAL CONTROL SYSTEM

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company To be the most sustainable and competitive Company in our industry. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has incurred expenditure towards

CSR activities, details of which are provided in attached Annexure B to Directors Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 6 and 7 of the standalone financial statements.

Also Company has not given any guarantee during the year under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure C in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements (note 36) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https:// www.nglfinechem.com/wp-content/uploads/2026/04/rpt-policy-2025.pdf

15. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

16. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return 2025-2026. https://www.nglfinechem.com/investors/annual-reports/

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met four times on May 22, 2025, August 01, 2025, November 12, 2025 and February 03, 2026.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, it is hereby confirmed that:

• in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there has been no material departure;

• the Directors have 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 as on March 31, 2026 and of the profit of the Company for the year ended on that date;

the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND

REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure D to this report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.

The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the remuneration policy of the Company. The policy is available on the companys website: https://www.nglfinechem.com/ wp-content/uploads/2026/04/remuneration-nomination-policy.pdf

21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

Appointment of Mr. Sudhir Deo (DIN: 01122338) as an Additional Director (Non-Executive Independent Director) of the Company for a period of 5 consecutive years and his appointment was approved by members in the 44 th Annual General Meeting held on August 19, 2025.

The Board of Directors, at its meeting held on February 3, 2026 appointed Mr. Shivam Gharat as the Company Secretary and Compliance Officer and designated as a Key Managerial Personnel of the Company with effect from February 3, 2026.

Re-appointment:

Re-appointment of Mr. Rahul Nachane (DIN: 00223346) as a Managing Director of the Company for a period of 3 consecutive years and his appointment was approved by members in their 44th Annual General Meeting held on August 19, 2025.

Cessation:

Mr. Jayaram Sitaram (DIN: 00103676) ceased to be a Non-Executive Independent Director of the Company w.e.f August 4, 2025 on completion of his second term as Independent Director of the Company.

Mrs. Pallavi Pednekar resigned from the position of Company Secretary and Compliance Officer (KMP) of the Company with effect from January 23, 2026, to pursue other career opportunities.

The Board placed on record its sense of deep appreciation and gratitude for the invaluable contributions rendered by them during their tenure.

Retire by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, the members of the Company at the 44th Annual General Meeting re-appointed Mrs. Ajita Nachane (00279241) Non-Executive Non-Independent Director, who was subject to retire by rotation.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy https://www.nglfinechem.com/ images/pdf/terms-and-condition-of-appointment-of-independent-director.pdf for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the pharmaceutical industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companys familiarization program for Independent Directors is posted on Companys website at https://www.nglfinechem.com/ investors/corporate-governance/.

25. CREDIT RATING

During the year under review, CRISIL Ratings assigned/ reaffirmed the Companys credit ratings for its bank facilities. Vide its letter dated June 27, 2025, CRISIL assigned a long-term rating of CRISIL BBB+/Negative and reaffirmed the short-term rating at CRISIL A2.

Subsequently, CRISIL Ratings, vide its letter dated March 12, 2026, revised the outlook on the Companys long-term bank loan facilities from Negative to Stable while reaffirming the long-term rating at CRISIL BBB+. The short-term rating was also reaffirmed at CRISIL A2.

During the year under review, ICRA Limited, vide its rating letter dated March 30, 2026, reaffirmed the Companys long-term credit rating at [ICRA]BBB+(Stable) and short-term credit rating at [ICRA] A2 for its bank facilities, with no change in the ratings.

26. STATUTORY AUDITORS

The Members of the Company at their 41 st Annual General Meeting held on Thursday, June 30, 2022 on the recommendation of Audit Committee re-appointed

M/s. Manek & Associates, Chartered Accountants (FRN: 0126679W) as Statutory Auditors of your Company for a period of 5 consecutive years from the conclusion of 41st Annual General Meeting till the conclusion of 46 th Annual General Meeting to be held in the year 2027.

The company has not proposed an Ordinary Resolution for ratification of appointment of Statutory Auditor for the Financial Year 2025-2026 because pursuant to the Companies (Amendment) Act, 2017, the same is omitted with effect from May 7, 2018.

27. INTERNAL AUDITORS

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on May 21, 2026 has appointed Mr. Kamal Dharewa from M/s. KD Practice Consulting Pvt. Ltd., Chartered Accountants, Mumbai, as internal auditors for financial year 2026-27.

28. SECRETARIAL AUDITORS

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, M/s. HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors (Peer reviewed certificate no. 6035/2024) were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30. Hemant Shetye has confirmed that he is not disqualified to continue as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

Further, the Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company Secretaries for the financial year 2025-2026 is annexed herewith and forms part of this report as Annexure E .

In accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of material unlisted subsidiary of the Company namely, Macrotech Polychem Private Limited, was undertaken by M/s. HSPN & Associates LLP, Company Secretaries, Mumbai and the Secretarial Audit Reports issued by them are provided as Annexure F respectively to this Report. The Secretarial Audit Reports for these material unlisted Indian subsidiaries does not contain any qualification, reservation or adverse remark.

29. COST AUDITORS AND COST RECORDS

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Sanghavi Randeria & Associates, Cost Auditors of the Company for Financial Year 2025-26.

The Board has re-appointed M/s. Sanghavi Randeria & Associates, Cost Auditors of your Company to conduct cost audit for the FY 2026-27. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for financial year 2026-27 is provided in the Notice of the ensuing AGM.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34(3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure G to this Annual Report.

32. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the practicing Company

Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report as Annexure H .

33. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Macrotech Polychem Private Limited is a wholly owned subsidiary of the Company. During the year under review, the said Company qualified as a material subsidiary in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as its turnover in the immediately preceding financial year exceeded 10% of the consolidated turnover of the Company and its subsidiaries.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

The Audited Annual Accounts and related information of the Companys Subsidiary will be made available upon request. The Subsidiary Companies Audited Accounts are available on the Companys Website: https://www. nglfinechem.com/investors/annual-reports/

34. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to Mr. Rahul Nachane, Chief Ethics Counsellor on reporting issues concerning the interests of co-employees and the Company. The Vigil Mechanism

Policy is available at the website of the Company: https:// www.nglfinechem.com/wp-content/uploads/2026/04/ vigil-mechanism-policy.pdf

35. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

36. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performance of the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report, forming part of this Annual Report.

The Board of Directors carried out an annual evaluation of its own performance, of the Committees of the Board and of the individual directors including Independent Directors, pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Performance evaluation was carried out based on criteria evolved, as provided by the guidance note on board evaluation issued by Securities and Exchange Board of India, seeking inputs from the Directors individually and the Committees through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximizing strengths for further improvement.

In a separate meeting of the Independent Directors, performance of the Chairman, non-independent directors and the Board was evaluated taking into account the views of the non-independent directors and the same was discussed in the Board meeting.

Performance evaluation of independent directors is done by the entire Board of Directors (excluding the Directors being evaluated). The meeting details of the independent directors are provided in the Corporate Governance Report that forms part of this Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures, maintaining higher governance standards and updating the Independent Directors on key topics impacting the Company.

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

38. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

39. COMMITTEES OF THE BOARD

There are currently seven Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

• Committee of Independent Directors

Corporate Social Responsibility Committee

• Administrative Committee

Details of all the Committees, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

40. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI Listing Regulations, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, should mandatorily include a Business Responsibility & Sustainability Report (BRSR) from financial year 2022-23 onwards.

Although the Company has not been among the top 1,000 listed entities based on market capitalisation during financial year 2025-26, it continues to comply with the applicable Business Responsibility and Sustainability Report (BRSR) reporting requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in line with the SEBI listing requirements, your Company has included BRSR as part of this Report for the financial year 2025-26, as Annexure I , describing the initiatives taken by the Company from an environmental, social and governance perspective.

The BRSR for the financial year 2025-2026 has also been hosted on the Companys website, which can be accessed at https://www.nglfinechem.com/

41. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016.

The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof Not Applicable.

42. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at https://www. nglfinechem.com/investors/corporate-governance/

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

44. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximizing long-term value for shareholders.

45. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic demand and supply conditions affecting selling prices of raw materials, finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factor.

46. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

For and on behalf of the Board of Directors

NGL Fine-Chem Limited

Rahul Nachane Rajesh Lawande
Managing Director Whole-Time Director & CFO
DIN: 00223346 DIN: 00327301
Date: May 21, 2026
Place: Mumbai

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