Amal Ltd

Dear Members,

The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements for the year ended on March 31, 2025.

( lakh)

Standalone revenue for the year at 4,888 lakh increased by 56% compared to that of last year. The improvement was the outcome of increase in price realisation by 29% and increase in volume by 27%. Profit before tax (PBT) at 937 lakh increased by 172% mainly because of higher sales price and volume.

Consolidated revenue for the year at 13,532 lakh increased by 57% compared to that of last year. The improvement was the outcome of increase in price realisation by 37% and increase in volume by 20%. The Company earned PBT of 3,261 lakh during the year. As a result, the brought-forward consolidated profit stood at 1,541 lakh, compared to a loss of 1,388 lakh last year.

The Board recommended dividend of 1 per equity share of 10 each fully paid-up for the year ended on March 31, 2025. The dividend will entail an outflow of 124 lakh on the paid-up equity share capital of 1,236 lakh.

Information required under Section 134(3) (m) of the Companies Act, 2023 (the Act), read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this report which is given on page number 26.

The Company has taken adequate insurance for its current and fixed assets, employees and products against various relevant risks.

Risk management is an integral part of the business practice of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the firm, helpofareputedinternationalconsultancy the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to the business reality, is pragmatic, simple and involves the following:

a) Risk identification and definition - Focuses on identifying relevant risks, creating / updating clear definitions to ensure undisputed understanding along with details of the underlying root causes / contributing factors.

b) R i s k c l a s s i f i c a t i o n - F o c u s e s o n understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk interrelationships.

c) Risk assessment and prioritisation - Focuses on determining risk priority and risk ownership for critical risks. This involves the assessment of the various impacts taking into consideration the risk appetite and the existing mitigation controls.

d) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.

e) Risk reporting and monitoring - Focuses on providing to the Audit Committee and the

Board, periodic information on risk profile evolution and mitigation plans.

Governance

The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on a) to d) listed above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board. The Board reviews and guides the Risk Management Policy.

Implementation

Implementation of the Risk Management Policy is the responsibility of the Management. It ensures the functioning of the risk management system as per the guidance of the Audit Committee. The Company has a risk management oversight structure and has a Chief Risk and Compliance Officer.

The Management at various levels takes accountability for risk identification, appropriateness of risk analysis and timeliness as well as the adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.

The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of reporting and the preparation of the Financial Statements. These include those policies and procedures that:

a) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,

b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company,

c) provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls concerning the Financial Statements.

The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2025 and the Board believes that the controls are adequate.

The Company did not accept any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as of March 31, 2025.

Particulars of loans, guarantees, investments and security provided are given on page number 107.

Amal Speciality Chemicals Ltd is the material subsidiary in accordance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

All the transactions entered into with the related parties were in the ordinary course of business and on an arm's length basis and were reviewed and approved by the Audit Committee and material related party transactions were approved by the members in compliance of the Listing Regulations. Details of such transactions are given on page number 119.

No transactions were entered into by the Company that required disclosure in Form AOC - 2.

The Corporate Social Responsibility (CSR) Policy, the CSR Report and the composition of the CSR Committee are given on page number 26.

Annual return is available on the website of the Company at: https://www.amal.co.in/investors/ information-for-stakeholders/annual-general-meeting/

Deloitte Haskins & Sells LLP, Chartered Accountants were reappointed as the Statutory Auditors of the Company at the 48^th Annual General Meeting (AGM) held on September 08, 2022, until the conclusion of the 53^rd AGM. The Auditor's Report for the financial year ended on March 31, 2025, does not contain any qualification, reservation or adverse remark.

The report is enclosed with the Financial Statements in this annual report.

SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2024-25 and their report is given on page number 30. The Secretarial Audit Report of Amal Speciality Chemicals Ltd, the material subsidiary, is also given on page number 33. As per Regulation 24A of the Listing Regulations, Secretarial Auditors can be appointed for a term of five consecutive years with the approval of the members. Accordingly, based on the recommendation of the Audit Committee, the Board at its meeting held on July 11, 2025, recommended the appointment of SPANJ & Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive financial years from 2025-26 to 2029-30 for the approval of the members at the ensuing AGM. SPANJ & Associates have given their consent to act as the Secretarial Auditors and confirmed their eligibility for appointment.

a) In preparation of the annual accounts for the financial year that ended on March 31, 2025, the applicable accounting standards have been followed and there are no material departures.

b) The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The attached annual accounts for the year ended on March 31, 2025, were prepared on a going concern basis. e) Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively.

f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.

16.1. Retirement / Reappointment / Appointment

a) Retirement Ms Mahalakshmi Subramanian, Independent Director completed her second term as an Independent Director and accordingly, ceased to be a Director during the year.

The Board places on record its deep appreciation for her valuable contribution through sustained involvement, critical analysis and insightful guidance. b) Reappointment According to the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. c) Appointment nil 16.2. Policies on appointment and remuneration The salient features of the Policy are as under: 16.2.1Appointment While recommending the appointment of Directors, the Nomination and Remuneration Committee considers the following factors:

a) Q u a li f i ca t i o n: we ll - e d u ca te d a n d experienced in senior leadership positions within the industry.

b) Traits: positive attributes and qualities.

c) Independence: criteria prescribed in the Act and the Listing Regulations for the Independent Directors, including no pecuniary interest and conflict of interest: 16.2.2 Remuneration of the Non-executive Directors

a) Sitting fees: up to 40,000 for attending a Board, Committee and any other meeting b) Commission: up to 1% of net profit as may be decided by the Board based on. i) Profit ii) Attendance iii) Category (Independent or Non executive)

16.2.3 Remuneration of the Managing Director This is given under paragraph number 17.2.

16.3. Criteria and method of annual evaluation 16.3.1.The criteria for evaluation of the performance of a) the Executive Directors, b) the Non- executive Directors (other than Independent Directors), c) the Independent Directors, d) the Chairman, e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors' Report at page number 24.

16.3.2.The Independent Directors have carried out annual:

a) review of the performance of the Executive Directors

b) review of the performance of the Non-executive Directors (other than Independent Directors)

c) review of the performance of the Chairman, assessment of quality, quantity and timeliness of the flow of

Board d) review of the performance of the Board as a whole 16.3.3. The Board has carried out an annual evaluation of the performance of:

a) its committees, namely, Audit, Corporate S ocial Responsibili t y, N omina tion and Remuneration and Stakeholders Relationship

b) the Independent Directors The templates for the above purpose were circulated in advance for feedback from the Directors.

16.4. Familiarisation programs for the Independent Directors The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes. A visit is organised to one or more of its manufacturing sites. Details of the familiarisation programmes are also available at www.amal.co.in/about/directors/

17.1 Appointments and cessations of the Key Managerial Personnel There were no appointments / cessations of the Key Managerial Personnel during 2024-25. 17.2 Remuneration The Remuneration Policy related to the Key Managerial Personnel and other employees consists of the following:

The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given on page number 37.

There were no employees during 2024-25, drawing remuneration exceeding the limit specified.

The Management Discussion and Analysis is given on page number 38.

20.1 Declaration given by the Independent Directors The Independent Directors have given declarations under Section 149(6) of the Act. 20.2 Report The Corporate Governance Report, along with the certificate from the Practicing Company

Secretary regarding the compliance of the conditions of corporate governance pursuant to Regulation 34(3), read with Schedule V of the Regulations, is given on page number 39. Details about the number of meetings of the Board held during 2024-25, are given on page number 44. The composition of the Audit Committee is given on page number 47.

All the recommendations given by the Audit Committee were accepted by the Board. 20.3 Whistleblower Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblower Policy). The Policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website of the Company at www.amal.co.in/investors/ policies/

No person has been denied access to the Audit Committee.

20.4 Secretarial standards

Secretarial standards as applicable to the Company were followed and complied with during 2024-25.

20.5 Prevention, prohibition and redressal of sexual harassment

Details required under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules thereunder are given on page number 51.

The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and government authorities, stock exchanges and investors for their support.