Dear Shareholders,
Your Directors have pleasure in presenting the Sixty-sixth Annual
Report together with the audited financials for the year ending March 31, 2026.
FINANCIAL HIGHLIGHTS (STANDALONE):
(Rs. in lakhs)
| Particulars |
As on March 31, 2026 |
As on March 31, 2025 |
| Revenue from operations |
16,130 |
18,138 |
| Other Income |
735 |
446 |
| Total Income |
16,865 |
18,584 |
| Profit before Depreciation/ Amortization, Interest and Tax |
1,081 |
1,892 |
| Profit/ (Loss) after exceptional item and tax |
(54) |
618 |
| Earnings per equity share: Basic and Diluted (` 10/- each) |
(0.72) |
8.29 |
| Book Value of shares (`) |
217.60 |
222.04 |
DIVIDEND:
The Directors are pleased to recommend a dividend of `1.50 per equity
share of `10/- each for the year ending March 31, 2026, subject to the approval of
shareholders at the ensuing Annual General Meeting. The dividend payout will aggregate to
` 111.77 lakhs.
Dividends are taxable in the hands of the shareholders and are paid
after deduction of tax at source ("TDS"), as applicable, in accordance with the
Income Tax Act, 2025. The Company shall, accordingly, make the payment of the Dividend
after deduction of tax at source, as applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Global Chemical Industry and
Petrochemical Outlook:
It is well established that the global chemical industry has faced a
slowdown since 2022. This has been driven not only by capacity imbalances and weaker
demand across key sectors, but also by significant overstocking and oversupply from China.
After two decades of rapid expansion, the industry is now recalibrating expectations, with
lower margins and reduced value creation becoming the new reality.
Petrochemicals have emerged as the primary driver of growth in global
oil and gas demand. Over the past decade, they have accounted for a significant portion of
incremental oil demand. Products such as plastics and synthetic materials widely used in
construction, packaging, automotive, and other industries have further accelerated this
trend in recent years. As demand for traditional fuels begins to plateau, petrochemicals
are expected to remain the dominant source of future oil demand growth.
Global uncertainties: Opportunities and threats, Risk and concerns:
Global uncertainty has effectively become the "new normal,"
driven by escalating geopolitical events including the Russia-Ukraine and Gaza wars, and
the ongoing Iran-Israel conflict. These developments have significantly impacted commodity
and logistics markets, resulting in sharp increases in crude oil and freight costs while
exposing global supply chains to continuous disruption. To mitigate these risks, Dai-ichi
emphasizes dual sourcing, proactive market monitoring, and strategic planning. Our
multipurpose manufacturing facilities allow us to pivot using alternate raw materials as
needed. Commercially, we utilize long term off-take agreements to stabilize the chain
between suppliers and customers. Financially, we maintain strict liquidity to navigate
industry cycles, while leveraging AI and digital tools to enhance data analysis and
decision-making.
Indian Chemical Industry: Growth and Structural Shifts:
India remains heavily dependent on naphtha as a feedstock, along with
imported LPG and propane for downstream chemical production. This exposes the industry to
fluctuations in global crude, naphtha, and LPG prices, as seen during geopolitical
disruptions such as the Iran conflict. This dependency continues to create cost
sensitivities and competitive disadvantages compared to regions like the United States,
where access to ethane-rich shale gas provides a structural cost advantage. Feedstock
availability and pricing will remain a key constraint until India develops access to more
affordable domestic gaseous hydrocarbons at scale.
Despite these challenges, 2025 has emerged as a pivotal year for the
Indian chemical sector. Strategic government policies have catalyzed investments and
shifted focus toward high complexity and value-added segments.
A significant number of large-scale projects are under development,
which are expected to reshape India's petrochemical landscape. Integrated complexes
such as PCPIRs (Petroleum, Chemicals and Petrochemicals Investment Regions) at Dahej,
along with brownfield expansions by major oil companies, are driving capacity additions.
The development of chemical parks and industrial clusters is further supporting this
expansion.
Private sector players are also making substantial capital investments
to build integrated refining and petrochemical hubs, with the aim of achieving scale and
strengthening export competitiveness.
The government continues to support the sector through favorable FDI
policies and production linked incentive (PLI) schemes. These initiatives, along with the
promotion of PCPIR clusters, are encouraging domestic manufacturing and investment. At the
same time, policies supporting carbon capture, utilization, and storage (CCUS) are gaining
traction.
The PLI scheme has evolved from a promising initiative into a proven
driver of industrial growth, reinforcing India's push toward self-reliance. In
parallel, India is advancing its decarbonization agenda. Efforts are underway to
transition energy-intensive industries toward cleaner alternatives, including green
hydrogen and renewable energy. This shift is accelerating the adoption of alternative
feedstocks, recycling technologies, and clean-tech infrastructure.
However, the policy environment presents a dual impact, while offering
fiscal and strategic support for growth, it also introduces higher compliance costs for
companies.
Demand Outlook and Strategic Importance:
India is expected to become the largest contributor to global oil
demand growth over the next decade, surpassing China and Southeast Asia. Rising oil demand
will increase import dependence, influence global trade flows, and position India as a
critical market for global refining and petrochemical industries.
Under current projections, India's oil consumption is expected to
increase from approximately 5.5 million barrels per day in 2024 to around 6.6 million
barrels per day by 2030.
Company Strategy and Positioning:
Over the past year, the company has focused on developing
application-led innovation, particularly in its priority segments. As part of this
strategy, it has established an Application Development laboratory in the agriculture
chemicals space, aimed at strengthening customer-centric product development and
commercialization.
This period marks a strategic transition, with increased emphasis on
long-term goals and evolving market dynamics. The company is shifting its focus toward
application-based formulations and leveraging its strengths in specific chemistries to
serve targeted end-use industries.
With decades of experience in specialty chemicals, including
surfactants and performance additives, the company has built strong customer relationships
across sectors such as textiles, agrochemicals, personal care, and oilfield chemicals.
Access to advanced Japanese technologies and global expertise has
further enhanced its technical capabilities and credibility. The company's portfolio
of value-added and environmentally compliant products has supported margin expansion and
enabled it to establish a presence not only in Southeast Asia but also in Africa and
Europe. As the company continues to scale, operational efficiencies are expected to
improve, further strengthening margins.
Its strong technical expertise and manufacturing capabilities
particularly in oilfield chemicals and polymer additives have positioned it as a reliable
and quality-focused supplier in the performance chemicals space.
Using this to its advantage, the Company is focusing on working with
its international partners to strengthen its development activities to reach newer global
markets. Dai-ichi Karkaria has linked its growth strategy to the Oil & Gas sector. The
Company has a long-standing presence in the surfactant and Oil and Gas space. This year
the Company has focused on developing new products for the export markets.
Presently, the Company has started working on logistic and procurement
initiatives based on AI.
The company has also moved forward with doubling its capacity in its
major area of operation, namely Ethoxylation, and is focusing this expanded capacity
towards some of its major oilfield initiatives. This will not only provide growth but also
give the company a competitive advantage.
Overall Company Performance:
The Financial Year 2025-26 was marked by a challenging global operating
environment shaped by trade disruptions, supply chain constraints, geopolitical tensions,
inflationary pressures, and volatility in key raw material markets. Despite these
headwinds, Dai-ichi Karkaria Limited delivered a resilient commercial and
operational performance through focused execution, strong customer engagement, and
sustained emphasis on efficiency.
The Company maintained sound business momentum across domestic and
export markets while strengthening its presence in strategic industry segments. Continued
focus on customer service, product quality, and timely deliveries supported business
growth and long-standing customer relationships.
During the year, the Company also progressed its capacity expansion
initiatives, including enhancement of ethoxylation capabilities and strengthening of
manufacturing infrastructure to support future growth. Operational efficiencies improved
through better process controls, energy optimization, and reduction in non-standard batch
materials.
The Company continues to strengthen its foundation through quality
systems, regulatory compliance, innovation, and ongoing operational improvement.
Segment wise Performance: Agrochemicals:
Dai-ichi provides a broad portfolio of specialty chemicals for the
agricultural industry, including emulsifiers, dispersing agents, and formulation aids used
in pesticides and crop protection products. These solutions are designed to enhance
formulation stability, application efficiency, and overall field performance.
The Agro segment maintained focus on product innovation aligned to
market requirements, including import substitution opportunities. Business continuity was
sustained with long standing customers while new engagements were developed through
technical collaboration.
An application laboratory dedicated to agrochemical formulation
development was commissioned during the year. This is expected to support faster product
development, improved customer service, and introduction of new solutions across multiple
formulation categories.
Agrochemicals will continue to be a strategic growth area for the
Company.
Home and Personal Care:
The Home and Personal Care segment caters to manufacturers of hygiene,
cleaning, and personal care products. The Company's offerings include solubilizers,
surfactants, conditioning agents, emollients, and performance additives that contribute to
texture, stability, and overall product quality.
This segment delivered steady progress during the year with expansion
across domestic and export oriented accounts. The Company's ability to offer quality
products supported by required industry accreditations helped create new opportunities.
Despite a competitive pricing environment, the segment maintained stable growth through
consistent service, product reliability, and customer focused solutions.
Energy and Oilfield Chemicals:
The Energy and Oilfield Chemicals segment remained an important growth
driver during the year. The Company supplies specialty additives that support upstream and
downstream operations, including products for flow assurance, corrosion control, fuel
treatment, and system protection under demanding operating conditions.
The segment delivered strong growth driven by increased demand from
existing customers, expansion in export markets, and successful commercialization of new
products. The Company further strengthened its position through customized solutions
designed for specific operating environments.
Manufacturing flexibility, technical responsiveness, and consistent
product performance supported continued expansion in this business.
Paints and Coatings:
The Company provides high performance surfactants and additives to the
paints and coatings industry. These ingredients play an important role in emulsion
polymerization, pigment dispersion, and overall formulation enhancement. The Company also
continues to develop environmentally responsible solutions in line with evolving market
preferences.
Performance remained stable during the year. Growth in selected product
categories and progress with new customer additions helped offset competitive pricing
pressure in certain markets.
Close engagement with customer technical teams and the ability to
respond to changing formulation requirements supported the development of new business
opportunities. The Company remains well positioned to benefit from further opportunities
as environmental standards and performance expectations continue to evolve.
Textile Auxiliaries:
The Company serves the textile industry with a comprehensive portfolio
of specialty chemicals supporting fiber to fabric processing for both cotton and synthetic
substrates. For textile processing houses, the Company offers products for pre-treatment,
dyeing, finishing, and sizing applications.
These include surfactants, wetting agents, bleaching aids, dyeing
assistants, dispersing agents, softeners, and related auxiliaries that enhance process
efficiency and finished fabric quality.
The segment benefited from new customer additions and continued demand
from existing accounts during the year. This business remains a valuable part of the
Company's diversified portfolio.
Flocculants and Water Treatment:
The Flocculants and Water Treatment segment remained a stable
contributor to the overall business. With established applications across water treatment
and industrial processing, demand for these products remained steady during the year.
The Company continues to focus on product quality, reliability, and
service responsiveness to support customers in this segment.
KEY FINANCIAL RATIOS:
Details of significant changes in key financial ratios alongwith
explanation thereof are provided in Note 45 of Notes to financial statements as per
Schedule III.
INTERNAL FINANCIAL CONTROLS:
The Board of Directors have laid down Internal Financial Controls
("IFC") within the meaning of the explanation to Section 134(5)(e) of the
Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the
nature and size of its business. Business is however dynamic. The Board is seized of the
fact that IFC are not static and are in fact a fluid set of tools which evolve over time
as the business, technology and fraud environment changes in response to competition,
industry practices, legislation, regulation and current economic conditions. There will
therefore be gaps in the IFC as business evolves. The Company has a process in place to
continuously identify such gaps and implement newer and or improved controls wherever the
effect of such gaps would have a material effect on the Company's operations.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE
EMPLOYED:
We are strengthening our workforce through timely hiring and effective
talent development. Our team of experienced professionals ensures consistent operational
performance, backed by a culture of commitment and ownership. By focusing on capability
building and employee engagement, we continue to foster a high-trust environment built on
transparency and collective growth.
Key Focus Areas for Performance Enhancement:
• Growth opportunities are identified through rigorous skill
metrics and comprehensive competency mapping.
• Market aligned compensation structures are ensured for both
permanent employees and contract workers.
• Performance is strengthened through structured annual
assessments and robust succession planning.
• Full compliance with evolving employment laws and legislative
requirements is consistently maintained.
• HR best practices are standardized through comprehensive SOPs to
ensure operational consistency.
• A valued driven workplace culture is fostered through mutual
respect, equity, and genuine concern.
• The Apprentice Scheme is expanded to empower youth from
economically disadvantaged backgrounds.
Employee Engagement Initiatives:
• Comprehensive competency mapping was completed for 100% of
employees across the organization.
• Over 470 training man-days were delivered covering EHS, IMS,
POSH, soft skills, and toolbox talks.
• Group Mediclaim coverage was extended to employees and their
families to enhance medical benefits.
• AC bus transportation services were introduced for shift based
personnel to improve commuting support.
• Veteran employees were recognized and honored during
Founder's Day celebrations.
• Formal reward and recognition programs were implemented along
with regular social milestone celebrations.
• Employees were actively integrated into key operational and
governance related committees.
Industrial Relations:
During Financial Year 2025-26, industrial relations at our plants
continued to be cordial and stable. All statutory obligations pertaining to wages, working
conditions, and employee welfare were fulfilled in accordance with applicable labour
legislation. The Management remains committed to maintaining a constructive dialogue with
employee representatives and fostering a workplace built on mutual respect and shared
objectives.
NUMBER OF PEOPLE EMPLOYED:
As on March 31, 2026, the total number of employees on the payroll of
the company is 182.
CHANGES IN CAPITAL STRUCTURE:
The Paid-up Equity Share Capital as of March 31, 2026, stood at
`7,45,12,290. During the Financial Year 2025-26, the company did not issue any Equity
shares. Further, the company has not issued any convertible securities or shares with
differential voting rights or sweat equity share or warrants. During the Financial Year
2025-26, there was no change in the authorized and paid-up share capital of the Company.
JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:
Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia
Pacific Pte. Ltd., in ChampionX Dai-ichi India Private Limited in the ratio of 50:50.
The Company has a Subsidiary, Dai-ichi Goseichemicals (India) Limited.
The Financial Statements of the Subsidiary Company are placed on the website of the
Company and will be provided to the shareholders on request.
As per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the
Consolidated Financial Statements of the Company with its Joint Venture Company, ChampionX
Dai-ichi India Private Limited and Subsidiary Company, Dai-ichi Goseichemicals (India)
Limited, duly audited by the Statutory Auditors are attached to the financials.
The Statement containing salient features of the financial statement of
subsidiary/ associate company/ joint venture, as per Section 129(3) of the Act, are also
attached to the financials and therefore not repeated in this Report to avoid duplication.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Members of the Company approved the re-appointment of Ms. Meher
Vakil Taff (DIN: 07778396) as Managing Director of the Company for a period of 3 (three)
years commencing from April 1, 2026 to March 31, 2029 and designated her as
Vice-Chairperson, Chief Executive Officer and Managing Director of the Company, by passing
a special resolution vide postal ballot on March 20, 2026.
Mrs. Shernaz Vakil retires by rotation at the 66th Annual
General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles
of Association of the Company and being eligible, has offered herself for re-appointment.
The Board of Directors recommends her re-appointment. A resolution seeking shareholders'
approval for her re-appointment along with other required information required to be
furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standards, forms part of the Notice. Mrs. Shernaz Vakil's retirement by
rotation will not affect her length of service as Chairperson & Whole-time Director of
the Company.
All Independent Directors have given declarations that they continue to
meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the
Board, all Independent Directors possess requisite qualifications, experience, expertise
and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board,
including that of Independent Directors, is provided as part of the Corporate Governance
Report.
Mr. Ashok Hiremath (DIN: 00349345) was appointed as Independent
Director of the Company for a second term of 5 (five) consecutive years effective from
September 8, 2025, to September 7, 2030, not liable to retire by rotation, at the 65th
Annual General Meeting of the Company held on August 20, 2025.
Pursuant to the provisions of Regulation 34(3) read with Schedule V to
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has obtained Certificate from M/s. Vinod
Kothari & Company, Practicing Company Secretaries certifying that none of the
Directors of the Company has been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities and Exchange Board of India (SEBI)
or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said
Certificate is annexed to the Corporate Governance Report of the Company for the Financial
Year 2025-26.
Pursuant to the provisions of Section 203 of the Act, as on March 31,
2026, the Key Managerial Personnel of the Company were Mrs. Shernaz Vakil, Chairperson
& Whole-time Director, Ms. Meher Vakil Taff, Managing Director, Mr. Farokh Gandhi,
Chief Financial Officer and Mr. Ankit Shah, Company Secretary & Compliance Officer.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by the Directors, the Board of Directors make the
following statements in terms of Section 134(3)(c) and Section 134(5) of the Companies
Act, 2013:
• In the preparation of the annual accounts, for the Financial
Year ended March 31, 2026, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
• 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 at the end of the
Financial Year ended March 31, 2026 and of the profit and loss of the company for that
period;
• Proper and sufficient care have been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
• The annual accounts have been prepared on a ‘going
concern' basis;
• Proper internal financial controls laid down by the Directors
were followed by the Company and that such internal financial controls are adequate and
are operating effectively;
• Proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and operating effectively.
DIRECTORS AND OFFICERS INSURANCE:
The Company has in place a Directors and Officers Liability Insurance
policy. The Company reviews the adequacy and coverage of the policy annually to ensure it
remains appropriate to its risk profile and regulatory requirements.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, individual directors and its
committees. In a separate meeting of Independent Directors, performance of non-independent
directors, the Board as a whole, the Chairperson & Whole-time Director and Managing
Director of the Company were evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report forming part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:
Details regarding Board / Committees of the Board, its composition,
number of meetings held, terms of reference, and policies adopted are provided under the
Corporate Governance Report forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In accordance with the provisions of Section 135 of the Companies Act,
2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
requirement to undertake CSR activities became applicable to the Company during the
Financial Year 2025-26. This applicability was triggered as the Company's net profit
exceeded the prescribed statutory threshold in the preceding financial year.
In compliance with these mandates, the Board of Directors, at its
meeting held on August 7, 2025, modified the CSR Policy, which is available on the website
at https://www.dai-ichiindia.com/investor/.
The Company had constituted a Corporate Social Responsibility (CSR)
Committee pursuant to Section 135 of the Companies Act, 2013, which functions in
accordance with the applicable provisions of the Act and such other matters as prescribed
by the Board from time to time. The detailed terms of reference of the CSR Committee,
attendance at its meetings and other details have been provided in the Corporate
Governance Report.
During the Financial Year 2025-26, the Company spent ` 13.35 Lakhs
towards CSR expenditure in terms of the CSR annual action plan approved by the CSR
Committee and the Board of Directors. The CSR initiatives of the Company were under the
thrust area of promoting health care and rural development projects. The CSR annual action
plan of the Company for the Financial Year 2025-26 is available on the Company's
website at https://www.dai-ichiindia.com/investor/.
The Annual Report on CSR activities in term of the provisions of
Companies (Corporate Social Responsibilities Policy) Rules 2014 is annexed as "Annexure
– I" and is an integral part of this Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The remuneration paid to Directors and Key Managerial Personnel of the
Company during the Financial Year 2025-26 was in conformity with the Nomination and
Remuneration Policy of the Company.
The disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming
part of the Directors' Report for the year ended March 31, 2026 is annexed herewith
as "Annexure – II" to this Report.
AUDITORS AND AUDIT REPORTS:
STATUTORY AUDITORS AND THEIR REPORT:
At the 62nd Annual General Meeting of the shareholders of the Company
held on June 29, 2022, B S R & Co. LLP were appointed as the Statutory Auditors of the
Company to hold office from the conclusion of 62nd Annual General Meeting upto the
conclusion of 67th Annual General Meeting of the Company. Details of the remuneration paid
to B S R & Co. LLP, Chartered Accountants, Statutory Auditors, during Financial Year
2025-26 are disclosed in the Corporate Governance Report, which forms part of the Annual
Report.
During the Financial Year 2025-26 the Statutory Auditors have not
reported any instances of fraud committed in the Company by its Officers or Employees, to
the Audit Committee or Board under Section 143(12) of the Act. The Auditors' Report
on the Financial Statements, both Standalone and Consolidated for the Financial Year
ending March 31, 2026, does not contain any qualifications, reservations or adverse
remarks and forms part of Annual Report.
The Notes to the Financial Statements (Standalone and Consolidated) are
self-explanatory and do not call for any further comments.
INTERNAL AUDITORS:
Forvis Mazars, Chartered Accountants are the Internal Auditors of the
Company for the Financial Year 2025-26. The Management regularly reviews the findings of
the Internal Auditors and effective steps to implement any suggestions/observations of the
Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of
the Board regularly addresses significant issues raised by the Internal Auditors.
SECRETARIAL AUDITORS AND THEIR REPORTS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read
with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the shareholders of the Company appointed M/s. Vinod Kothari &
Company, a firm of Practicing Company Secretaries as Secretarial Auditors of the Company
for a period of five years commencing from April 1, 2025 to March 31, 2030. The
Secretarial Audit Report for Financial Year 2025-26 is annexed herewith as ‘Annexure-III'.
There is no reservation, qualification or adverse remark in their Report.
Further, pursuant to the provisions of Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
obtained the Annual Secretarial Compliance Report from M/s. Vinod Kothari & Company,
for the Financial Year ended March 31, 2026, confirming compliance of the applicable SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars/
guidelines issued thereunder, by the Company and the said is available on the
Company's website and can be accessed at website of Company at
https://www.dai-ichiindia.com/investor/. There is no reservation, qualification or adverse
remark in their Report.
COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Rules, 2014, the cost records are required to be maintained by the Company and the same
are required to be audited. The Company, accordingly, maintains the required cost accounts
and records. The Company had appointed M/s. Diwanji & Associates, Cost Accountants,
(Firm's Registration No. 100227) as the Cost Auditor for the Financial Year ended
March 31, 2026, and the Cost Audit Report when submitted by them, will be duly filed with
the Ministry of Corporate Affairs.
The Board, on recommendation of the Audit Committee, has approved the
appointment of M/s. Diwanji & Associates, Cost Accountants, (Firm Registration no.
100227) to conduct the audit of the cost records of the Company, for the Financial Year
ending March 31, 2027. In terms of the provisions of Section 148(3) of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the
remuneration payable to the Cost Auditor has to be ratified by the shareholders of the
Company. Accordingly, the matter relating to ratification of the remuneration payable to
M/s. Diwanji & Associates as the Cost Auditor of the Company for the Financial Year
ending March 31, 2027, is being placed at the 66th Annual General Meeting.
HEALTH, SAFETY & ENVIRONMENT:
We place unwavering emphasis on Environmental, Health, and Safety (EHS)
standards across all operations. This commitment is embedded across all operations,
influencing everything from initial R&D and process refinements to large scale
production and distribution. Our robust safety culture is validated by the successful
renewal of our ISO 14001:2018 and ISO 45001:2018 certifications following a comprehensive
DNV-GL surveillance audit. a) Health
• High standards of hygiene and sanitation are consistently
maintained across workplaces and canteen facilities.
• Mandatory biannual medical examinations are conducted for
employees along with continuous health awareness initiatives.
• A 24/7 Occupational Health Centre is operated with a full-time
Factory Medical Officer and qualified nursing staff to provide immediate medical care.
b) Safety
• An external GAP audit was conducted for Responsible Care
certification, and an action plan for documentation and training was initiated.
• ISO 45001 compliant HIRA reviews and strengthened MOC
procedures, including PSSR, are strictly enforced.
• Quarterly mock drills, conducted at twice the statutory
frequency, ensure round the clock emergency preparedness.
• Safety governance is strengthened through bimonthly Safety
Committee meetings and regular leadership safety rounds across the shop floor.
• Regular safety training programs are reinforced through the
"Safety Man of the Month" initiative to promote positive safety behaviour.
• High standard firefighting infrastructure is maintained,
including automated sprinkler systems and pressurized hydrants.
c) Environment
The Company operates under a valid Consent to Operate (CTO) and
conducts rigorous environmental monitoring to ensure that air and water emissions remain
consistently within the limits mandated by the State Pollution Control Board. We ensure
strict adherence to environmental regulations through regular inspections and internal
audits. Furthermore, all statutory returns are filed punctually in accordance with
pollution prevention protocols.
• Occupational health and safety systems are fully compliant with
ISO 45001, with HIRA conducted for all operations and updated through a rigorous periodic
review process.
• High quality effluent recycling is enabled through SUF based ETP
technology, supported by closedloop vacuum pump systems to strengthen water conservation
efforts.
• ETP operations are managed by expert partners with onsite
laboratory monitoring to ensure consistent operational performance.
The Company maintains complete adherence to all environmental, health,
and safety legislation, reinforcing sustainable manufacturing as a core business priority.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo for Financial Year ended March 31, 2026,
as required to be disclosed under the Act, is annexed as ‘Annexure IV' LOANS,
GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has not provided any loan or given any guarantee / security
to any person during the Financial Year ended March 31, 2026.
Details of investment made by the Company are provided in the financial
statements, under Investment Schedule.
DEPOSITS:
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013, during the Financial Year ended March 31, 2026.
RELATED PARTIES TRANSACTIONS:
All Related Party Transactions that were entered into during the
Financial Year ended March 31, 2026, were on an arm's length basis, in the ordinary
course of business and were in compliance with the applicable provisions of Companies Act,
2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
("Listing Regulations"). Therefore, disclosure of Related Party Transactions in
Form AOC-2 as per the provisions of Sections 134(3)(h) and Section 188 of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
1. As per the Regulation 23(4) of the Listing Regulations, the Company
sought approval of shareholders at the 65th Annual General Meeting, by passing necessary
resolution for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi
India Private Limited ("CXDI"), to be entered from the conclusion of the 65th
Annual General Meeting (AGM) upto the date of the 66th AGM, upto a maximum aggregate value
of ` 50 Crores (Rupees Fifty Crores only), at an arm's length basis and in the
ordinary course of business.
2. As per the Regulation 23(4) of the Listing Regulations, the Company
sought approval of shareholders at the 65th Annual General Meeting, by passing necessary
resolution for Material Related Party Transactions for purchase of goods from Indian
Oxides and Chemicals Private Limited ("IOCL"), to be entered from the conclusion
of the 65th Annual General Meeting (AGM) upto the date of the 66th AGM, upto a maximum
aggregate value of ` 50 Crores (Rupees Fifty Crores only), at an arm's length basis
and in the ordinary course of business.
The approval of shareholders is being sought for Material Related Party
Transactions with CXDI and IOCL at the ensuing 66th AGM as per SEBI Circular on RPTs
Industry Standards, details of which are enclosed in the Notice of the AGM.
All the Related Party Transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are repetitive in nature. A statement of all Related Party Transactions
is placed before the Audit Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
Details of Related Party Transaction Policy are provided in Corporate
Governance Report.
ANNUAL RETURN:
In accordance with Section 92(3) read with Section 134(3)(a) of the Act
and the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company as of March 31, 2026, in Form MGT-7, is available on the Company's website at
www.dai-ichiindia.com/investor/. The Annual Return will be submitted to the Registrar of
Companies within the timelines prescribed under the Act.
CORPORATE GOVERNANCE:
In accordance with provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations'), a detailed report on Corporate Governance for the Financial Year ended
March 31, 2026 is included in the Annual Report. M/s. Vinod Kothari & Company,
Practicing Company Secretaries, who are also the Secretarial Auditors of the Company, have
certified that the Company is in compliance with the requirements of Corporate Governance
in terms of Listing Regulations and their Compliance Certificate is annexed to the Report
on Corporate Governance.
RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy which identifies
elements of risk and measures to counter it. The policy is reviewed by the Board every
year, at the first Board Meeting held after the commencement of the Financial Year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules
prescribed thereunder and the SEBI Listing Regulations is implemented through the Vigil
Mechanism/ Whistle Blower Policy of the Company to enable the Directors and employees to
report genuine concerns, to provide for adequate safeguards against victimization of
persons who use such mechanism and make provision for direct access to the Chairman of the
Audit Committee.
Vigil Mechanism/ Whistle Blower Policy of the Company is available on
the Company's website and can be accessed at website of Company at
www.dai-ichiindia.com.
During the Financial Year 2025-26, there were no complaints received or
reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees etc.) are covered under this policy.
During the Financial Year 2025-26, there were no complaints with
allegations of any sexual harassment received or reported.
THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY BENEFIT:
The Company is in compliance with the applicable provisions relating to
maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social
Security, 2020.
CREDIT RATING:
The Company's Banking loan facilities were rated by CRISIL Ratings
Limited ("CRISIL") for Financial Year 2025-26. During Financial Year 2025-26,
CRISIL upgraded the credit ratings for long-term rating at CRISIL BBB-/Stable and
short-term rating at CRISIL A3 on July 22, 2025, and subsequently downgraded the long-term
rating at CRISIL BB+/Stable and short-term rating at CRISIL A4+ on March 4, 2026.
The Company voluntarily requested withdrawal of its credit ratingsfrom
CRISIL for the bank facilities availed from Axis Bank Limited, as the sanctioned credit
limits are below the Bank's requirement for maintaining an external credit rating.
CRISIL confirmed the withdrawal of the credit ratings assigned to the Company's bank
facilities on April 14, 2026.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:
Pursuant to the provisions of Section 124(5) of the Companies Act,
2013, the dividend which remained unclaimed/ unpaid for a period of seven years from the
date of transfer to unpaid dividend account is required to be transferred to the Investor
Education and Protection Fund (IEPF) established by the Central Government. As a result,
the unclaimed/unpaid dividend pertaining to the Financial Year 2017-18 which remained
unpaid and unclaimed for a period of 7 years has been transferred by the Company to the
IEPF.
The Company has uploaded the details of unclaimed/unpaid Dividend for
the Financial Year 2017-18 onwards on its website at www.dai-ichiindia.com/investors and
on website of the Ministry of Corporate Affairs i.e. www.mca.gov.in. Further, as dividend
was not declared for the Financial Year ended 2018-19, no unclaimed/unpaid amount is due
to be transferred to IEPF during the Financial Year 2026-27.
TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF) ACCOUNT:
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013
and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, all the equity shares of the Company in respect of which dividend
amounts have not been paid or claimed by the shareholders for seven consecutive years or
more are required to be transferred to demat account of the Investor Education and
Protection Fund Authority (IEPF Authority).
Accordingly, 6066 equity shares belonging to 43 shareholders of the
Company were transferred to Demat Account of IEPF Authority during the Financial Year
2025-26. The Company had sent individual notice to all the aforesaid shareholders and had
also published the notice in the leading English and Marathi newspapers. The details of
the aforesaid shareholders are available on website of the Company at
www.dai-ichiindia.com/investors The Company is in compliance with the aforesaid provisions
and the IEPF Rules.
NODAL OFFICER:
The Company has appointed Mr. Ankit Shah, Company Secretary &
Compliance Officer, as the Nodal Officer for the purpose of verification of claims filed
with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The
said details are also available on the website of the Company at
https://www.dai-ichiindia.com/investor/.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS:
During the Financial Year 2025-26, there were no significant or
material orders passed by the regulators or courts or tribunals which impact the
Company's going-concern status and its operations in the future.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their
status as at the end of the Financial Year is not applicable.
ONE-TIME SETTLEMENT:
The requirement to disclose the details of difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF
ASSOCIATION (AOA):
During the Financial Year 2025-26, the Company at its 65th
Annual General Meeting held on August 20, 2025, approved the adoption of new set of
Memorandum of Association (MOA) and Articles of Association (AOA) of the Company as per
Companies Act, 2013, in substitution, and to the entire exclusion, of the earlier existing
MOA and AOA of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the Financial Year under review, the Company has complied with
the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial
Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of
India (ICSI), and notified by the Ministry of Corporate Affairs of India.
LISTING:
The Equity Shares of your company are presently listed on BSE Limited
and the Company has paid the annual listing fees for the Financial Year 2026-27.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
contribution made by the employees of the Company. The Directors wish to convey their
appreciation to the Banks, dealers and other business associates and the shareholders for
their continuous trust and support.
CAUTIONARY NOTE:
Certain statements in the Directors' Report and Management &
Discussion Analysis section may be forward looking and are stated as required by
applicable laws and regulations. Many factors may affect the actual results, which could
be different from what the Directors envisage in terms of future performance and outlook.
|
|
For and on behalf of the Board |
| Place: Mumbai |
Ms. Meher Vakil Taff |
Mrs. Shernaz Vakil |
| Date : May 8, 2026 |
Vice-Chairperson, Chief Executive Officer & |
Chairperson & Whole-time Director |
|
Managing Director |
|
