Dear Shareholders,
Your Directors have pleasure in presenting the Fifty Fourth (54th)
Annual Report of Deepak Nitrite Limited (DNL? or your Company? or
the Company?) along with the Audited Financial Statements for the Financial
Year (FY?) ended March 31, 2025. The Directors? Report has been prepared
on a standalone basis and the consolidated performance of the Company and its subsidiaries
(Deepak? or the Group?) has been referred to wherever required.
FINANCIAL RESULTS
Your Company?s financialperformance for the year ended March 31,
2025 is summarized below:
Particulars |
Standalone Results |
Consolidated Results |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Revenue (Gross) |
2,675.66 |
2,848.05 |
8,365.79 |
7,757.93 |
Operating Profit Before Depreciation, Finance Cost,
Exceptional Item and |
441.19 |
567.34 |
1,175.62 |
1,199.41 |
Tax (EBITDA) |
|
|
|
|
Less: Depreciation and Amortization expenses |
99.87 |
86.79 |
195.37 |
165.66 |
Less: Finance Costs |
3.78 |
2.09 |
27.50 |
11.83 |
Add: Exceptional Items |
- |
79.80 |
- |
79.80 |
Profit before Tax |
337.54 |
558.26 |
952.75 |
1,101.72 |
Less: Tax expenses |
61.11 |
124.83 |
255.38 |
290.83 |
Net Profit for the Year |
276.43 |
433.43 |
697.37 |
810.89 |
Other Comprehensive Income |
-2.20 |
-1.66 |
-3.31 |
-1.95 |
Total Comprehensive income for the Year |
274.23 |
431.77 |
694.06 |
808.94 |
Surplus brought forward from previous year |
2,392.77 |
2,063.41 |
4,234.86 |
3,528.32 |
Balance available for Appropriation |
2,666.77 |
2,495.06 |
4,929.41 |
4,337.14 |
The FY 2024-25 unfolded against a complex backdrop marked by
geopolitical uncertainties, energy cost volatility, and continued disruptions in global
supply chains. It also presented opportunities, as the China+1 strategy gained traction,
leading global giants to diversify sourcing to alternative regions including India. The
year witnessed tightening margins owing to pricing pressure caused by Chinese aggression
in the markets in India and elsewhere in the World, subdued demand in certain
agrochemicals driven by prolonged destocking.
Additionally, global crop prices, particularly wheat, corn, and
soybean, witnessed a sharp decline, largely due to record-high wheat exports from Russia
and increased grain shipments from Ukraine. However, Deepak?s agile operations,
consistent plant utilisation, and emphasis on process efficiencies allowed it to maintain
reliability and deliver on customer expectations. Strategic investments in process
improvements, cost control measures, and supply chain agility supported margin stability
and ensured continuity in dynamic market conditions.
A key trend shaping the global chemical industry has been the
intensifying focus on sustainability, driving companies to invest in green technologies,
adopt circular economy models, and transition to bio-based feedstocks in response to
evolving customer demands and environmental regulations that are increasingly becoming
more stringent. Combined with moderate global economic growth, these dynamics have created
a challenging yet transformative period for the industry.
Also, Deepak?s strong execution track record, manufacturing
expertise, deep customer relationships, and commitment to value-added chemistry positioned
it to ride on this shift successfully. At the same time, the Company remained alert to
external pressures, including raw material cost swings and tightening environmental norms,
responding with proactive sourcing diversification, operational optimization, and enhanced
customer focus. For India, despite these global headwinds, strong domestic demand provided
a crucial buffer.
Given this backdrop, Deepak reported a resilient performance in FY
2024-25. The Company faced subdued demand in select agrochemicals product due to sluggish
global and domestic consumption, accompanied by pressure on realisation due to sustained
dumping by Chinese suppliers. Despite these headwinds, your Company ensured a concerted
focus on capacity expansion, both greenfield and brownfield, debottlenecking
R&D investments, focusing on enhancing its portfolio of products,
registering better penetration towards geographies and customers. The Company remains
cautiously optimistic, citing opportunities arising from global supply chain demand.
Deepak has been investing around 2,000 Crores in various greenfield
projects which are being commissioned for manufacturing products as backward and forward
integration. Hence, these products are potentially margin accretive. Looking ahead, DNL
anticipates a more favourable outlook given newer robust being added to its product
basket, driven by expected demand recovery. These products are nitric acid, specialty
chemicals, MIBK-MIBC (produced from Acetone), larger capacity addition in hydrogenation
and nitration capabilities to take care of the Group?s ambition towards inclusion of
product offering to its user industries.
Apart from the above, Deepak has obtained approval from its Board as
formal investment decision of 8,500 Crores towards investing into projects manufacturing
Polycarbonate resins, Phenol Acetone. These projects are expected to be commissioned by FY
2027-28.
With a strong focus on sustainability as evidenced by strong capex
pipeline, high TFS scores, cost leadership and operational excellency, Deepak is
well-positioned to strengthen its competitive edge. While short-term volatility remains a
concern, your Company?s robust domestic footprint, continuous innovation in
speciality chemicals and expansion initiatives position it favourably to capitalize on
India?s growing role in the global chemical market.
PERFORMANCE REVIEW Standalone
DNL?s fiscal year 2025 unfolded amidst a complex market landscape,
characterized by both challenges and strategic advancements. Impact of deferred demand,
volatile raw material costs and an influx of supply from Chinese markets hampered its
operational performance. Despite these pressures, certain segments within the
Company?s portfolio, notably dyes and pigments intermediates among others,
demonstrated resilience, contributing positively to overall financialperformance. This
underscored the strength of your Company?s diversified product offerings and its
ability to navigate fluctuating market conditions.
During the year ended March 31, 2025, DNL?s Total Revenue,
including Other Income, stood at 2,676 Crores. Despite operating challenges, your Company
strategically allocated resources to high-demand applications while awaiting a recovery in
the agrochemical sector. The Company leveraged its multi-purpose plants for flexibility,
ensuring efficient year, the commissioning of various debottlenecking initiatives led to
gains in production capacity for several key intermediates. and
Simultaneously, the Company actively executed several key initiatives
aimed at securing long-term growth and enhancing its market position. With the commitment
to increased Research and Development (R&D?) activity, a new R&D Centre
is setup at Savli near Vadodara. New Products in the area of Material Sciences are also
being considered based on core competencies of Deepak.
On performance front, your Company?s EBITDA stood at 441 Crores vs
567 Crores in the previous year, Profit Before Tax (PBT) came in at 338 Crores, with
Profit After Tax (PAT) reaching 276 Crores. Depreciation and Finance Costs amounted to 99
Crores and 4 Crores, respectively.
Domestic Revenue stood at 1,385 Crores, while Export Revenue came in at
1,141 Crores, driven by targeted initiatives in favourable markets. Your Company continued
to prioritize wallet share expansion and debottlenecking initiatives to enhance volumes
amid mixed industry sentiment.
Reinforcing its financial stability, credit rating agencies reaffirmed
DNL?s ratings, citing its robust operational profile and diversified product range.
DNL?s ability to sustain strong creditworthiness despite market fluctuations
underscored its disciplined financial management and strategic resilience.
Looking ahead, DNL is strategically charting its path toward becoming
one of the most integrated and future-ready chemical and petrochemical companies globally.
The Company is strengthening its foundation through expansion of its product portfolio,
deeper penetration into key markets, and consistent growth across its core business
segments, through new projects being done by its subsidiary.
To meet evolving industry demands, the Company is actively exploring
new opportunities and adopting cutting-edge technologies. These efforts are complemented
by targeted investments in capacity expansion and supply chain resilience, ensuring the
agility needed in a dynamic global environment.
DNL has successfully implemented SAP S4 HANA along with various
applications around Transport management, Customer relationship management, Laboratory
management, Weigh bridge management, which has been a serious way forward towards
streamlining operations, improving inventory management, easing out financialreporting and
decision-making processes. This integration of SAP S4 HANA and other applications as
mentioned above, enhances transparency, efficiency and transforms DNL into a data-driven
organization digitally.
Innovation, sustainability, and customer-centricity remain core to
DNL?s approach. By embedding these principles into its operations and executing key
strategic projects, the Company is well-positioned to bridge global demand-supply gaps and
emerge as a preferred partner for international customers driving long-term, sustainable
growth and industry leadership.
Deepak Phenolics Limited
Deepak Phenolics Limited (DPL?), a Wholly Owned Material
Subsidiary of your Company, is a cornerstone of India?s phenolics industry,
headquartered in Vadodara, Gujarat. Since commissioning its advanced manufacturing
facility in Dahej, Gujarat, in November 2018, DPL has established itself as the
country?s leading producer of Phenol, Acetone, Cumene, Alpha Methyl Styrene
(AMS?) and Isopropyl Alcohol (IPA?). By leveraging locally sourced
raw materials like Benzene and Propylene, combined with an integrated production
efficiency and operational setup, DPL ensures cost resilience.
During FY 2024-25, DPL recorded Revenues of 5,863 Crores compared to
5,044 Crores in FY 2023-24. The Profit After increased by 25% to 591 Crores in FY 2024-25
as compared to 474 Crores in FY 2023-24. Despite the general levels of margin squeeze in
the global chemical sector (including Phenol, largely due to economic slowdown in EU Zone
and China coupled with capacity addition in China), DPL improved its Revenue and EBITDA /
EBIT figures. This was primarily attributed to higher volumes, combined with gains from
operating leverage and process optimization, though spread was compressed owing to higher
input cost.
In terms of operational performance, DPL demonstrated remarkable
resilience and bucked the global trend with impressive sales volumes. The volumes surged
by 11%, providing a substantial upliftto the overall performance. This volume growth
enabled DPL to set new production records for Cumene, Phenol, Acetone and IPA. DPL
capitalized on high utilization rates, keeping its facility running at near-optimal
capacity and harnessed operating leverage. Process optimization efforts further enhanced
efficiency, allowing DPL to extract more value from its existing infrastructure. Despite
the headwinds from volatile raw material costs, DPL has demonstrated resilient
performance.
While demand for Phenol and Acetone grew steadily in India, driven by
industrial and consumer applications, global oversupply put downward pressure on prices.
DPL?s ability to weather this situation highlights its competitive edge, a domestic
focus that minimizes foreign exchange risks, high operational efficiency that maximizes
output and a diversified product mix that balances market fluctuations. DPL continues to
be favoured supplier to various end user industries like laminates, construction,
pharma, paint, adhesive, automobile, plastics etc. DPL?s performance will be
augmented with further downstream products slated to be manufactured by another Wholly
Owned Material Subsidiary of DNL i.e. Deepak Chem Tech Limited (DCTL?), which
shall result in stronger integration and higher value creation for the Group. Notable
among these are the development of MIBC (Methyl Isobutyl Carbinol) and MIBK (Methyl
Isobutyl Ketone), which utilize Acetone internally to produce high-value derivatives for
applications in coatings, mining, and chemical synthesis. These initiatives not only boost
captive consumption but also improve profitability by shifting away from commodity-grade
Acetone sales.
DPL?s Dahej facility is a model of modern industrial design,
characterized by a low thermal footprint and advanced automation. Its ability to produce
multiple products namely Phenol, Acetone, Cumene, AMS and IPA under one roof provides
flexibility and economies of scale. In FY 2024-25, DPL?s focus on efficiency was
evident in its record-breaking output, achieved through meticulous process enhancements
and a skilled workforce.
Further, during the year under review, DPL executed a 15-year agreement
with Petronet LNG for procuring 250,000 TPA of Propylene and 11,000 TPA of Hydrogen
through pipeline, which will ensure a reliable, cost-effective and sustainable long term
raw material availability.
As of March 31, 2025, DPL stands as a resilient and agile entity within
the Group. Its ability to persistently achieve higher throughput, set production records
and maintain market share amid challenging market dynamics underscores its operational
strength. With downstream projects like MIBC and MIBK (being undertaken at Deepak Chem
Tech Limited, a fellow subsidiary) gaining traction and infrastructure enhancements
progressing, DPL is deepening its role as a value-added Phenolics producer. DPL?s
strategic initiatives and robust financialhealth with liquid investments of 780 Crores,
positions it well to navigate the evolving chemical landscape, delivering consistent value
to its parent company and its stakeholders.
The successful implementation of SAP S4HANA in the previous year has
streamlined DPL?s operations, improving inventory management, financialreporting and
decision-making processes. This technological upgrade enhances transparency, efficiency
and makes DPL data-driven organization.
Deepak Chem Tech Limited
Deepak Chem Tech Limited (DCTL?), another Wholly Owned
Material Subsidiary of DNL, is poised to capitalise on the thriving opportunities in the
Indian chemical industry in line with the initiative, focusing on Advanced Intermediates
and Speciality Chemicals.
As was announced earlier, Deepak has been working on integrated plants
to manufacture advanced plastics e.g. Polycarbonate ant (PC?) resins and its
compounds. Towards this, DCTL obtained its Board?s approval on November 13, 2024 to
invest 5,000 Crores in a greenfield project to manufacture PC resins at Dahej, Gujarat.
This includes infrastructure capex also needed for the facility. Accordingly, DCTL entered
into agreements with Trinseo Deutschland Anlagengesellschaft mbH and Trinseo Europe GmbH
for acquisition of PC manufacturing assets including all proprietary equipment, having a
capacity of 165,000 Metric Tonnes and PC technology license, respectively. The PC
manufacturing assets, which are presently located at Stade, Germany, will be relocated to
India at Dahej and the PC manufacturing project is expected to be commissioned by the
fourth quarter of FY 2027-28. The agreement also provides access to Trinseo?s
trademark CALIBRE for PC resins.
PC is amongst the most versatile engineering polymer finding extensive
applications in the automotive segment including electric mobility, electronics &
electrical, construction, appliances, medical devices, and other sunrise sectors such as
aerospace, aviation, drones etc. Local availability of PC will be essential for growing
India?s manufacturing base. Domestic production, along with CALIBRE trademark's
established credibility will support an accelerated approval cycle performance newandexistingconsumers
. However, Deepak?s unwavering in India where annual imports of PC and its compounds
already account for around 4,00,000 MT.
PC is a natural choice to begin the downstream integration in Phenolics
value chain and aligns with Deepak?s strategy to become an integrated manufacturer of
PC from the basic building blocks of Benzene and Propylene.
In order to strengthen PC operations, and DCTL?s commitment in
building a sustainable and efficient the Board of Directors recently approved to undertake
project for manufacturing 300 KTA of Phenol, 185 KTA of Acetone and 100 KTA of IPA
including greenfield infrastructure capex for an aggregate investment of about 3,500
Crores. Phenol is used as a key raw material in pre-cursor intermediate of Polycarbonate.
This proposed capacity is over and above the existing capacities of Phenol, Acetone and
IPA under DPL. The new capacities of Phenol and Acetone would be ultimately integrated to
produce PC. Once the PC manufacturing project is set-up, Deepak will be one of the most
integrated producer of PC from the above new capacities of Phenol and Acetone.
The Board of DCTL also approved investment of around 220 Crores to
manufacture a key agrochem intermediate towards the Group?s foray into Speciality
Flouro Chemicals. This project is expected to be commissioned by end of the financial
168
FY 2024-25 marked a pivotal year for DCTL, characterized by large-scale
investments and preparations for the commencement of multiple manufacturing units at Dahej
and Nandesari. It was also the first full year of operations for DCTL, following the
commissioning significstep in ofBTFplantinMarch2024.Theyearwitnessed financial management
and greenfield commission its Nitric Acid Plant at Nandesari and MIBK/MIBC and
Hydrogenation/Nitration plant at Dahej starting Q2 and over Q3 FY
2025-26. Operations team for the project were onboarded in advance of plant startup.
During FY 2024-25, DCTL reported a Loss of 44.54 Crores, compared to
7.69 Crores in the previous fiscal year. The higher loss was primarily due to the early
phase of operations and the significant capital expenditure incurred for infrastructure
development and production readiness. Total Revenue for the year stood at 11.80 Crores,
driven by the sale of BTF and Heat Treatment Powder and Other Income. Though modest, these
figures represent the initial phase of commercial operations and lay a strong foundation
for future revenue growth, especially as additional product lines become operational.
Consolidated
FY 2024-25 presented a dynamic operating environment characterized by
global inventory destocking, geopolitical uncertainties, commodity price fluctuations, and
foreign exchange volatility. These factors posed challenges to the Company?s
consolidated financial commitment to operational excellence, asset optimization, and
disciplined business controls enabled it to mitigate risks effectively. Through proactive
customer engagement and a strengthened market position, Deepak maintained or expanded its
leadership across key product segments, capitalizing on the growing demand and
India?s import substitution initiatives.
Phenolics continued to be a key driver of consolidated revenue,
particularly in the production of Phenol, Acetone and IPA. Strong and consistent domestic
demand for Phenolics? products provided manufacturing ecosystem, operational
stability and reinforced its strategic significance within the Group. The
subsidiary?s performance remains closely linked to the overall growth trajectory of
Deepak highlighting its role in the integrated value chain.
Despite market headwinds, the Company upheld its strong financial
standing, with credit rating agencies regularly assessing its consolidated operations.
While strategic capital expenditures may temporarily impact credit metrics, the Company
has historically maintained a prudent financialstructure with minimal debt. Its
disciplined approach to financialmanagement and judicious investments continue to support
its long-term growth aspirations while ensuring financial stability.
As part of its commitment to sustained growth, significant year.
strategic investments were made during the year. Key initiatives included the expansion of
the fluorination plant, and establishment of a state-of-the-art Research & Development
centre. These investments are aligned with Deepak?s vision of enhancing supply chain
resilience, reducing import dependence and fostering technological advancements to
maintain its competitive edge.
In terms of financial performance, the Consolidated Total Income for
the year stood at 8,366 Crores, up 8% compared to 7,758 Crores in the previous year.
Growth was primarily driven by the strong performance of the Phenolics segment, which
benefited from higher volumes. EBITDA for the year amounted to 1,176 Crores, down 2% from
1,199 Crores in FY 2023-24, primarily due to compressed spread caused by higher input
cost. However, operational efficiencies, cost optimization measures, increased volumes
which contributed to overall profitability. The plant operations at DPL have been more
than 165% of capacity utilisation. Essentially, in times of compressed spread, Deepak has
intensified its focus to mitigate input cost pressures and protect profitability, showing
a resilient performance.
Despite industry - wide challenges such as inventory destocking and
sluggish demand in certain markets, Deepak proactively expanded its customer base,
explored new markets, and increased market share. High utilization levels across key
business segments, particularly in Phenolics, further supported sustainable revenue
growth.
Profit Before Tax (PBT) stood at 953 Crores compared to 1,022 Crores in
FY 2023-24 (excluding Exceptional Item of 79.80 Crores), while Profit After Tax (PAT) was
697 Crores. Despite macroeconomic uncertainties, Deepak showed resilient performance,
driven by increased turnover, high level operational efficiency, effective cost
management. Geographically, Domestic Revenues stood at 6,923 Crores, while Export Revenues
stood at 1,359 Crores.
Deepak continues to maintain a robust financialposition, with a
Consolidated Net Worth of 5,389 Crores as of March 31, 2025. Additionally, significant
liquid investments the financial resilience. To enhance operational efficiencies
streamline processes, Deepak has embarked on an extensive digital transformation journey,
including SAP implementation and other enterprise solutions. These digital initiatives are
expected to drive better operating decisions and improve overall performance.
Looking ahead, Deepak has outlined an ambitious project pipeline. In
the first phase, it is in commissioning phase of various plants as aforementioned and in
the second phase, Deepak is in the process of implementing manufacturing facilities to
manufacture PC resins, Phenol-Acetone, IPA. The construction of a state-of-the-art R&D
center in Vadodara further underscores dedication to innovation and global
competitiveness. These initiatives are expected to position Deepak for sustained long-term
growth and industry leadership.
Despite macroeconomic challenges, Deepak remains well-prepared to
balance short-term market pressures with long-term strategic initiatives. Deepak?s
unwavering focus on innovation, operational efficiency, and financial prudence will be
instrumental in navigating the evolving market landscape and delivering consistent value
to stakeholders.
DECLARATION AND PAYMENT OF DIVIDEND
The Board of Directors of your Company has, considering profitabilityof
your Company during FY 2024-25, decided to maintain the same rate of Dividend as in the
previous year and hence recommended a Dividend of 7.50 (Rupees Seven and Paise Fiftyonly)
per Equity Share of face value of 2.00 (Rupees Two only) each i.e. 375%. The Dividend on
13,63,93,041 Equity Shares, if approved by the Members at the 54 cost optimization and
operational efficiency th Annual General Meeting, would involve a total outgo amount of
102.29 Crores, resulting in a Dividend Payout of 37.01% of the Standalone Profit After Tax
of the Company. The payment of Dividend is now subject to taxation and the Company is
mandated to deduct tax at source from the dividend paid to Members, as per the rates
prescribed in the Income Tax Act of 1961.
RECORD DATE
The Company has fixed Monday, August 4, 2025 as the "Record
Date" for the purpose of determining the entitlement of Members to receive Dividend
for FY 2024-25.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosures Requirements), Regulations, 2015 (Listing Regulations?), the Board
of Directors of the Company has formulated and adopted the Dividend Distribution Policy,
which aims to maintain balance between profit retention and a fair, sustainable and
consistent distribution of profits among its Members. The said Policy is further
strengthen available on the Company?s website and can be assessed at the link and
https://www.godeepak.com/wp-content/uploads/2023/11/DNL_ Dividend-Distribution-Policy.pdf.
UNCLAIMED DIVIDENDS
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 during the year ended March 31, 2025,
an amount of 12,50,930/- (Rupees Twelve Lakhs Fifty Thousand Nine Hundred and Thirty only)
towards unpaid / unclaimed Dividends pertaining to FY 2016-17, were transferred to the
Investor Education and Protection Fund Account.
SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital of the Company
as on March 31, 2025, is 27.28 Crores, comprising of 13,63,93,041 Equity Shares of face
value of 2.00 (Rupees Two only) each. The Company has not issued any Equity Shares during
FY 2024-25. There was no change in the Equity Share Capital of the Company during FY
2024-25.
TRANSFER TO RESERVES
The Board of Directors do not propose to transfer any amount of Profits
as appearing in the Statement of Profit and Loss of the Company for the year ended March
31, 2025 to Reserves.
FINANCE
Your Company maintains a strategic focus on achieving a balanced
capital structure across its consolidated operations, emphasizing efficientworking capital
management while adhering to stringent criteria and maintaining a prudent level of debt.
Through the implementation of enhanced working capital management practices, DNL carries a
relatively small and manageable debt load given its size, for the fiscal year under
review, maintaining your Company?s commitment to financial excellence.
DNL leverages its strong credit ratings to secure cost-effective
financing, reducing borrowing expenses. A skilled team manages foreign exchange exposure,
ensuring currency risk mitigation and financial stability. With low net debt and solid
interest coverage, the Company continues to demonstrate disciplined capital management.
Thanks to proactive financial strategies, the Company has efficiently managed its cash
flows.
Overall, your Company remains positioned as a formidable player in the
industry, driven by a commitment to delivering high-quality products supported by a robust
product mix. ICRA Limited?s recent reaffirmation of your Company?s strong credit
ratings, including [ICRA] AA for long-term and [ICRA] A1+ for short-term ratings,
underscores the confidence in your Company?s financial health.
Moreover, the positive outlook provided for both DNL and its Wholly
Owned Subsidiary, Deepak Phenolics Limited, reflects optimism regarding future prospects.
Similarly, Deepak Chem Tech Limited was also awarded with a rating of [ICRA] A for
long-term, showcasing strength of projects in the very first year.
DIRECTORS
As on March 31, 2025, your Company has twelve (12) Directors with an
optimum combination of Executive and Non-Executive Directors. The Board comprises of eight
(8) Non-Executive Directors, out of which six (6) are Independent Directors including one
(1) woman Independent Director.
RE-APPOINTMENT OF DIRECTORS RETIRING BY
ROTATION
The Members of the Company at their 53rd Annual General Meeting held on
August 6, 2024, approved the re-appointment of Shri Ajay C. Mehta (DIN:00028405) and Shri
Meghav Mehta (DIN:05229853), who were retiring by rotation at the 53rd Annual General
Meeting and being eligible had offered themselves for re-Non Executive Directors, liable
to retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act,
2013 (the Act?), Shri Sanjay Upadhyay (DIN:01776546) and Shri Maulik
Mehta (DIN:05227290) will be retiring by rotation at the 54th Annual General Meeting of
the Company and being eligible, have offered themselves for re-appointment.
Brief resume, nature of expertise, disclosure of relationship between
Directors inter-se, details of directorships and committee membership held in other
companies of the Directors proposed to be appointed / re-appointed along with their
shareholding in the Company, remuneration, terms and conditions of appointment etc., as
stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is
appended as an Annexure to the Notice of the 54th Annual General Meeting.
INDEPENDENT DIRECTORS
Shri Sanjay Asher, Smt. Purvi Sheth, Shri Dileep Choksi, Shri Punit
Lalbhai, Shri Vipul Shah are Independent Directors on the Board of your Company.
Cessation
Shri Prakash Samudra (DIN:00062355) has ceased to be an Independent
Director of the Company, upon his resignation due to his personal reasons. The resignation
took effect from close of business hours on April 9, 2025.
Shri Sanjay Asher (DIN:00008221) and Smt. Purvi Sheth (DIN:06449636)
will cease to be Independent Directors of the Company with effect from June 28, 2025, upon
completion of their second term.
Appointment / Re-appointment
Shri Punit Lalbhai (DIN:05125502) and Shri Vipul Shah (DIN:00174680),
Independent Directors of the Company will be completing their first term on August 7,
2025. In accordance with Part D of Schedule II of the Listing Regulations and based on the
report of performance evaluation of Shri Punit Lalbhai and Shri Vipul Shah, the extension
of their term of the appointment as Independent Directors of the Company, was recommended
by the Nomination and Remuneration Committee.
Further, due to resignation of Shri Prakash Samudra and ensuing
completion of second term by Shri Sanjay Asher and Smt. Purvi
Sheth and in accordance with Regulation 17 (1E) of Listing Regulations,
your Company has obtained following approvals from Members of the Company by way of
Special Resolutions passed on May 25, 2025, through Postal Ballot:
Appointment of Dr. Arvind Nath Agrawal (DIN:00193566) as an Independent
Director of the Company for the first term of three (3) consecutive years, with effect
from June 28, 2025.
Appointment of Ms. Bhumika Batra (DIN:03502004) as an Independent
Director of the Company for the first term of three (3) consecutive years, with effect
from June 28, 2025.
Appointment of Shri Mahesh Ramchand Chhabria (DIN:00166049) as
an Independent Director of the Company for the first term of three (3) consecutive years,
with effect from June 28, 2025.
Re-appointment of Shri Punit Lalbhai (DIN:05125502) as an Independent
Director of the Company for the second term of three (3) consecutive years, with effect
from August 8, 2025.
Re-appointment of Shri Vipul Shah (DIN:00174680) as an Independent
Director of the Company for the second term of three (3) consecutive years, with effect
from August 8, 2025.
All the Independent Directors of the Company have submitted their
declarations to the Company under Section 149(7) of the Act that they meet the criteria of
independence as provided under Schedule IV and Section 149(6) of the Act read with
Regulation 16(1)(b) of the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company. The
Independent Directors of the Company have confirmedthat they have enrolled themselves in
Independent Directors Data Bank maintained with the Indian Institute of Corporate Affairs
(IICA) in terms of Section 150 of the Act read with Rule 6(2) of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
terms of reference. The Committees rigorously deliberated During the
year under review, the Company had no pecuniary relationship or transactions with its
Independent Directors, except for sitting fees, reimbursement of meeting related expenses,
and Commission on Net Profits as approved by Members of the Company, in accordance with
the Act and Listing Regulations.
In compliance with the Act, a separate meeting of Independent Directors
was held on March 10, 2025, without the presence of management, to evaluate the
performance of the Chairperson, Non-Independent Directors and the Board as a whole, and to
assess the quality, quantity, and timeliness of information flow between management and
the Board. All Independent Directors attended the said meeting.
BOARD EVALUATION AND CRITERIA FOR EVALUATION
In compliance with the Act and Listing Regulations and based on the
Nomination and Remuneration Committee?s recommendation, the Board adopted a
Performance Evaluation Policy outlining criteria for evaluating the performance of the
Board, its Committee and individual Directors, including Independent Directors. The Board
has carried out an annual evaluation of its own performance, its Committee and individual
Directors, based on the criteria as provided in the Performance Evaluation Policy.
At the meeting of Board of Directors held on May 28, 2025, the
performance of Independent Directors was assessed by the Board excluding the Independent
Director being evaluated.
Based on such evaluation, the Board is of the view that all Independent
Directors are having thorough knowledge, expertise and experience in their respective
areas and possess very good understanding of the Company?s business and the general
economic environment. They devote quality time and full attention to understand key issues
relating to business of the Company and advise on the same which improved governance
standards within the Company.
The criteria for evaluation of performance of Independent Directors
are:
Relevant Knowledge, Expertise and Experience.
Devotion of time and attention to the Company?s long term
strategic issues.
Addressing the most relevant issues for the Company.
Discussing and endorsing the Company?s strategy.
Professional Conduct, Ethics and Integrity.
Understanding of Duties, Roles and Functions as Independent Director.
Further, the Board, after soliciting inputs from Committee members,
evaluated the Committees? performance and affirmedtheir optimal composition,
comprising requisite Independent Directors and well-defined on critical business,
operational and governance matters, offering substantive recommendations. The Directors
endorsed the robustness of the evaluation process.
KEY MANAGERIAL PERSONNEL
In compliance with Section 203 of the Act read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following
persons are the Key Managerial Personnel of your Company:
1. Shri Deepak C. Mehta (DIN:00028377), Chairman & Managing
Director
2. Shri Maulik Mehta (DIN:05227290), Executive Director & Chief
Executive Officer
3. Shri Sanjay Upadhyay (DIN:01776546), Director (Finance) & Group
CFO
4. Shri Girish Satarkar (DIN:00340116), Executive Director
5. Shri Somsekhar Nanda, Chief Financial
6. Shri Arvind Bajpai, Company Secretary
During the year under review, there has been no change in the Key
Managerial Personnel of the Company.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
During FY 2024-25, four (4) meetings of the Board of Directors were
held. The details of these meetings and Directors? attendance are provided in the
Corporate Governance Report, which forms part of this Report. As per the requirement of
the Act and Listing Regulations, the interval between two (2) meetings of Board of
Directors and Audit Committee did not exceed one hundred and twenty (120) days. The
composition, terms of reference, and number of meetings of the Board Committees during the
year are also detailed in the Corporate Governance Report.
All recommendations made by the Committees during FY 2024-25 were duly
accepted by the Board.
AUDIT COMMITTEE
The Audit Committee comprised of three (3) members and all the members
are Independent Directors.
Shri Dileep Choksi is the Chairman of the Audit Committee. Shri
Sanjay Asher and Shri Vipul Shah are members of the Committee. During the year under
review, four (4) meetings of the Audit Committee were held.
The purpose of Audit Committee is to oversee the accounting and
financial reporting process of the Company, the the Company?s Financial Statements
and the appointment, independence and performance of the Statutory Auditors, Secretarial
Auditors and the Internal Auditors.
The terms of reference of the Audit Committee, details of meetings held
during the year and attendance of members of the Audit Committee are provided in the
Corporate Governance Report, which forms part of this Report.
There were no instances where the recommendations of the Audit
Committee were not accepted by the Board.
AUDITORS OF THE COMPANY: a) STATUTORY AUDITORS:
Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm
Registration No.: 117366W/ W-100018) were re-appointed as
Statutory Auditors of your Company at the 51st Annual General Meeting
of the Company held on August 3, 2022, to hold office as the Statutory Auditors for a
second term of five (5) consecutive years from the conclusion of 51st Annual General
Meeting upto the conclusion of 56th Annual General Meeting of the Company to be held in
the FY 2027-28.
During the year, the Statutory Auditors have confirmed that they are
not disqualified from being continued as the Statutory Auditors of the Company and satisfy
the prescribed eligibility Criteria.
b) SECRETARIAL AUDITORS:
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended, the Board of Directors at their meeting held
on May 28, 2025, have recommended to the Members of the Company for their approval, the
appointment of KANJ & Co. LLP, Company Secretaries, (Firm Registration No.
P2000MH005900 and having Peer Review No. 6309/2024) as Secretarial Auditors of the Company
for a term of five (5) consecutive years, to carry out the Secretarial Audit of your
Company from FY 2025-26 to FY 2029-30.
KANJ & Co. LLP, Company Secretaries have confirmed that they are
not disqualified from being appointed as the Secretarial Auditors of the Company and
satisfy the prescribed eligible criteria.
The above proposal and related information forms part of the Notice
convening 54th Annual General Meeting of the Company.
c) COST AUDITORS:
The Company is required to prepare, maintain and have its cost records
audited by a Cost Accountant as per Section 148(1) of the Act read with the Companies
(Cost Records and of Audit) Rules, 2014.
The Board of Directors, at their meeting held on May 28, 2025, on the
recommendation of the Audit Committee, has re-appointed B. M. Sharma & Co., Cost
Accountants (Firm Registration No. 00219) as the Cost Auditors of your Company for FY
2025-26 at a remuneration of 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) plus
applicable taxes and out of pocket expenses. B. M. Sharma & Co., Cost Accountants
being eligible, have consented to act as Cost Auditors of the Company.
As required under provisions of the Act, the remuneration of Cost
Auditors as approved by the Board of Directors is subject to ratificationby theMembers
atth Annual General Meeting of the Company. An Ordinary Resolution for the ratification of
provided in the Notice convening 54th Annual General Meeting for approval by the Members.
Your Directors recommend the same for approval by the Members.
The Cost Auditors have confirmedthat they are not disqualified from
being appointed as the Cost Auditors of the Company and satisfy the prescribed eligiblity
criteria.
The Cost Audit Report for FY 2024-25 will be filed within prescribed
period of 180 days from the end of the Financial Year.
d) INTERNAL AUDITORS
Based on the recommendation of Audit Committee, the Board of Directors,
at their meeting held on May 28, 2025, re-appointed Sharp & Tannan Associates,
Chartered Accountants, (Firm Registration No. 109983W) as Internal Auditors to conduct the
Internal Audit for FY 2025-26. The Internal Auditors present their findings and status
updates to the Audit Committee on a quarterly basis.
AUDITORS? REPORT
a) STATUTORY AUDITOR?S REPORT
The observations made in the Statutory Auditor?s Report of
Deloitte Haskins & Sells LLP, Chartered Accountants, for the year ended March 31,
2025, read together with relevant notes thereon are self- explanatory and hence do not
call for any comments.
There was no qualification, reservation, adverse remark or disclaimer
by the Statutory Auditors in their Report. For FY 2024-25, the Auditors have not reported
any instances of fraud under Section 143(12) of the Act and therefore disclosure of
details under Section 134(3)(a) of the Act is not applicable.
b) SECRETARIAL AUDITOR?S REPORT
The Secretarial Audit Report of KANJ & Co. LLP, Company
Secretaries, Pune, for the year ended March 31, 2025 in Form MR-3 is annexed as Annexure -
A, which forms part of this Report.
The Secretarial Audit Report and the Secretarial Compliance Report for
FY 2024-25, does not contain any qualification, reservation or adverse remark. During FY
2024-25, the Secretarial Auditors have not reported any instances of fraud under Section
143(12) of the Act and therefore disclosure of details under Section 134(3) (a) of the Act
is not applicable.
c) SECRETARIAL AUDIT REPORT OF MATERIAL
UNLISTED SUBSIDIARY COMPANIES
In accordance with Regulation 24(1) of the Listing Regulations, the
Secretarial Audit Report of Deepak Phenolics Limited
(DPL?), a material unlisted Wholly Owned Subsidiary, has
been annexed to this Report as Annexure-B as per Listing Regulations. The Secretarial
Audit of DPL for the year ended March 31, 2025 was conducted by Samdani Shah & Kabra,
Company Secretaries, Vadodara, (Firm Registration No. P2008GJ016300). The Secretarial
Audit Report confirms that DPL has complied with all applicable provisions of the Act,
Rules, Regulations, and Guidelines, with no instances of deviation or non-compliance. The
said Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Secretarial Audit of Deepak Chem Tech Limited (DCTL?),
another Wholly Owned Material Subsidiary, was conducted by Samdani Shah & Kabra
Associates, Vadodara (Firm Registration No. P2008GJ016300), for the year ended March 31,
2025. The Secretarial AuditReportconfirmsDCTL?s compliance with the provisions of the
Act, Rules, Regulations, and Guidelines, with no instances of deviation or non-compliance.
In line with the Listing Regulations, the Secretarial Audit Report of DCTL is annexed to
this Report as Annexure-C. The said Report does not contain any qualification,
reservation, adverse remark or disclaimer.
d) Cost Audit Report
The Cost Audit Report issued by B. M. Sharma & Co., Cost
Accountants, does not contain any qualification, reservation, adverse remark or
disclaimer. During FY 2024-25, the Cost Auditors have not reported any instances of fraud
under Section 143(12) of the Act and therefore disclosure of details under Section
134(3)(a) of the Act is not applicable.
RISK MANAGEMENT
The core objective of your Company?s Risk Management framework is
to:
Enhance value creation in an evolving and uncertain business landscape.
Strengthen corporate governance and promote a culture of risk
awareness.
Proactively address stakeholder expectations through a structured Risk
Assessment process.
Improve organizational resilience and drive long-term sustainable
growth.
Pursuant to Regulation 21 of the Listing Regulations, your Company has
a duly constituted Risk Management Committee that operates under the guidance of the Board
of Directors. The Risk Management Committee monitors the risks and their mitigation
actions as well as formulating strategies towards identifying new and emerging risks.
Further, the Board is apprised of any actual/emerging risk that may threaten or impact the
long-term plans of the Company.
Your Company has established a comprehensive Enterprise Risk Management
framework and policy that seeks to minimise the adverse impact on business objectives,
capitalise on opportunities and is consistently applied across the organization. This
framework aligns with internationally recognized best practices, including COSO and ISO
31000, and has been tailored to suit your Company?s business environment. It
encompasses a broad spectrum of risks -related to strategic, business, operations,
financial,compliance and reputation, each of which may have internal and external
dimensions. Hence, appropriate risk indicators are used to identify these risks. Your
Company leverage key risk indicators to proactively identify and assess potential threats,
ensuring that risk responses consider the interests of all critical stakeholders.
To further strengthen governance, the Chief Financial Officer of the
Company also serves as the Chief Risk Officer and is responsible for identifying,
measuring, monitoring, mitigating, and reporting risk exposures to the Risk Management
Committee.
Your Company uphold a balanced risk appetite, enabling it to pursue
growth while maintaining strong risk controls. Its approach is driven by a commitment to
environmental and social responsibility, ethical governance, regulatory compliance,
agility in innovation, operational resilience and financial prudence.
Further details on the Risk Management Committee and its role are
provided in the Corporate Governance Report, which forms part of this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has a robust Internal Control system, aligned with the
requirements of Section 134(5)(e) of the Act, designed to match the scale, complexity, and
operational needs of the business. The Audit Committee, composed of professionally
qualified Directors, plays a pivotal role in ensuring the integrity of financial controls.
It actively engages with the Statutory Auditors, Internal Auditors and Management to
oversee and strengthen the Internal Control environment.
A comprehensive and well-structured Internal Control framework is
implemented that ensures:
Authorization, accuracy, and accountability in financial transactions.
Proper recording and reporting of financial data.
Protection of assets from unauthorized use or misappropriation.
Implementation of operational and fraud risk controls across all
financial processes.
Internal Financial Control Framework
The Internal Financial Control (IFC?) framework is
structured to strengthen financial governance and reliability of financial and operational
requirements of Section 134(5)(e) and Schedule IV and other relevant provisions of the Act
and Listing Regulations. This includes:
Documented policies, guidelines, and procedures for effective financial
management.
Identification and assessment of key financial risks and controls
across all critical processes.
Robust and continuous internal monitoring mechanisms
Independent validation by Internal Auditors to assess the efficiency of
IFC mechanism.
Standard Operating Procedures, policies and authorities to guide
the operations of business.
The Statutory Auditors? Report includes an independent assessment
of the Company?s Internal Financial Controls over Financial Reporting, reinforcing
transparency and accountability.
To uphold objectivity and independence, the Internal Auditor reports
directly to the Chairperson of the Audit Committee.
The Audit Committee defines the scope and authority of the Internal
Auditor, ensuring:
Ongoing monitoring and evaluation of Internal Control systems.
Compliance with operating procedures, accounting policies and
regulatory requirements across all Company locations and its subsidiaries.
Identification and operational of process gaps and implementation of
corrective actions to strengthen Internal Controls.
Scrutiny and approval of Related Party Transactions to ensure fairness
and transparency.
Internal audit findings are reviewed and process owners take corrective
measures in their respective areas to enhance control mechanisms. Significant audit
observations and corrective actions are periodically reported to the Audit Committee for
review and strategic oversight.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Pursuant to provisions of Section 177(9) of the Act, read with
Regulation 22(1) of the Listing Regulations, your Company has adopted a Whistle Blower
Policy (Policy?), to provide a formal vigil mechanism to the Directors and
employees to report their concerns about unethical behaviour, including actual or
suspected leak of unpublished price sensitive information, actual or suspected fraud or
violation of the Company?s Code of Conduct.
The Policy provides for adequate safeguards against victimization of
employees and also provides direct access to the Chairman of the Audit Committee in
certain cases. It is affirmed that no personnel of the Company was denied access to the
Audit Committee.
The Whistle Blower Policy is available on the Company?s website at
https://www.godeepak.com/wp-content/uploads/2023/11/DNL_ Whistle-Blower-Policy.pdf.
DEPOSITS FROM PUBLIC
No deposits were accepted from the public during the year ended March
31, 2025 and no amount on account of principal or interest on deposits from the public was
outstanding as on March 31, 2025.
RELATED PARTY TRANSACTIONS
Your Company has a well-defined process of identification of Related
Parties including transactions with Related Parties, its approval and review process.
The Board of Directors has formulated a policy on materiality of
Related Party Transactions and on dealing with Related Party Transactions (RPT
Policy?) that defines material modifications to Related Party Transactions and
includes clear threshold limits. The RPT Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all the transactions between the
Company and its Related Parties. During the year, the Board of Directors at their meeting
held on February 13, 2025 reviewed and amended the RPT Policy as required under Regulation
23 of the Listing Regulations. The RPT Policy can be accessed on the Company?s
website at www.godeepak.com.
During FY 2024-25, all Related Party Transactions entered by the
Company with Related Parties (including any material modifications thereof), were on an
arm?s length basis and most of such transactions were in the ordinary course of
business and were carried out with prior approval of the Audit Committee. Prior approval
of the Audit Committee was obtained periodically for the transactions which were planned
and/or repetitive in nature and omnibus approvals were also taken as per the policy laid
down for unforeseen transactions. All Related Party Transactions that were approved by the
Audit Committee were reviewed by the Committee on quarterly basis.
All Related Party Transactions are also subjected to independent review
by the Internal Auditors of the Company to ensure compliance with the requirement of
Related Party Transactions under the Act and Listing Regulations.
During FY 2024-25, there was no material significant Related Party
Transactions entered into by the Company and hence, no information is required to be
provided as prescribed under Section 134(3) (h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2. Details of Related Party Transactions
entered into by the Company, have been disclosed in the Notes to the Standalone and
Consolidated Financial Statements, which forms part of this Integrated Report.
As required under the provisions of Listing Regulations, the Company
submits details of all Related Party Transactions in the prescribed format to the Stock
Exchanges on a half-yearly basis.
SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to approval granted by the Board of Directors on May 20, 2024,
your Company completed the acquisition of 10,000 Equity Shares of 10/- each of OXOC
Chemicals Limited on August 9, 2024, for a total consideration of 1,00,000/-, thereby
making it a Wholly Owned Subsidiary of your Company. The main object of OXOC Chemicals
Limited include manufacturing of Polycarbonate (PC?) resins and compounds. This
acquisition was with a view to expedite Deepak?s foray into PC compounding business.
Subsequently, the name of OXOC Chemicals Limited was changed to Deepak Advanced Materials
Limited (DAML?) with effect from November 18, 2024. DAML is producing PC
compounds at its facility in Savli, Vadodara, Gujarat, for electronic and mobility
sectors.
Further, Deepak Chem Tech Limited, a material Wholly Owned Subsidiary
of the Company, entered into a Share Purchase Agreement on May 31, 2024 and acquired
1,49,10,070 Equity Shares of 10/- each, representing 100% of paid-up Equity Share Capital,
from the shareholders of Narmada Thermal Power Private Limited (NTPPL?), for a
total consideration of 61.65 Crores. Consequently, NTPPL became step down Wholly Owned
Subsidiary of your Company. NTPPL is not carrying on any business however, it has an
industrial land admeasuring about 125 acres, which would be at disposal of Deepak for
setting up future projects.
As on March 31, 2025, your Company has following seven (7)
subsidiaries:
Deepak Phenolics Limited
Deepak Chem Tech Limited
Deepak Advanced Materials Limited
Deepak PMC Limited
Narmada Thermal Power Private Limited
Deepak Nitrite Corporation Inc.
Deepak Oman Industries (SFZ) LLC
As required under Rule 8(1) of the Companies (Accounts) Rules, 2014,
the Director?s Report has been prepared on a Standalone basis. Pursuant to
requirement of Section 136 of the Act, which has exempted companies from attaching the
financial statements of the subsidiary companies along with the Annual Report of the
company, your Company will make available the Annual Financial Statements of subsidiary
companies and the related detailed information to any Member of the Company on receipt of
a written request from them at the Registered Office of the Company. The Annual Financial
Statements of subsidiary companies will also be kept open for inspection at the Registered
Office of the Company on any working day during business hours. These are also available
on the website of your Company at www.godeepak. com. The Consolidated Financial Statements
of the Company and its subsidiaries, prepared in accordance with Indian Accounting
Standards notifiedunder the Companies (Indian Accounting Standards) Rules, 2015 (Ind
AS?), forms part of the Annual Report and are reflected in the Consolidated Financial
Statements of the Company.
There was no company which has ceased to be subsidiary or associate of
your Company during the year ended March 31, 2025.
Your Company has adopted a Policy for determining Material Subsidiaries
in terms of Regulation 16(1)(c) of the Listing Regulations duly approved by the Board of
Directors and can be accessed on the Company?s website at www.godeepak.com.
PERFORMANCE OF SUBSIDIARIES (a) Deepak Phenolics Limited
Deepak Phenolics Limited (DPL?), is a Wholly Owned Material
Subsidiary of your Company. DPL is engaged in the business of
manufacturing Phenol, Acetone, Cumene, Alpha Methyl Styrene and Iso Propyl Alcohol at its
state-of-the-art facility at Dahej in the state of Gujarat. The detailed performance of
DPL is provided under the section Performance Review of this Report.
(b) Deepak Chem Tech Limited
Deepak Chem Tech Limited (DCTL?), a Wholly Owned Material
Subsidiary of your Company is implementing projects for manufacturing
various intermediate chemical products. The detailed performance of DCTL is provided under
the section Performance Review of this Report.
During the year under review, additional investments of 383.50
Crores were made in DCTL by your Company and the paid-up Share Capital of DCTL as at March
31, 2025 was 923 Crores divided into 49,95,00,000 Equity Shares of 10/- each and
4,23,50,000 Preference Shares of 100/- each.
(c) Deepak Advanced Materials Limited
Deepak Advanced Materials Limited (formerly known as OXOC
Chemicals Limited) (DAML?), incorporated on February 5,
2024, became Wholly Owned Subsidiary of the Company on August 9, 2024.
DAML is engaged in business of manufacturing Polycarbonate compounds at Savli, Vadodara,
Gujarat.
During the year under review, additional investments of 34.50
Crores were made in DAML by your Company and the paid-up Equity Share Capital of DAML as
at March 31, 2025 was 34.51 Crores divided into 3,45,10,000 Equity Shares of 10/- each.
During FY 2024-25, the Total Income of DAML was 7.39 Crores with Loss
before Tax of 8.38 Crores.
(d) Deepak PMC Limited
Deepak PMC Limited (DPMCL?) was incorporated on December 2,
2023 as a Wholly Owned Subsidiary of your Company. This subsidiary has been incorporated
inter alia to provide Project Engineering, Procurement, Construction, Commissioning,
Management and Consultancy Services. The paid-up Equity Share Capital of DPMCL as on March
31, 2025 was 5 Crores. During FY 2024-25, the Total Income of DPMCL was 8.61 Crores with
Profit of 0.53 Crores.
(e) Narmada Thermal Power Private Limited
During FY 2024-25, Deepak Chem Tech Limited, a Wholly Owned Material
Subsidiary of your Company, acquired 100% of paid-up Equity Share Capital of Narmada
Thermal Power Private Limited (NTPPL?). Consequently, NTPPL became Wholly Owned
(Step down subsidiary) of your Company. The paid-up Equity Share Capital of NTPPL is 14.91
Crores divided into 1,49,10,070 Equity Shares of 10/- each.
At present, NTPPL is not carrying on any business.
(f) Deepak Nitrite Corporation Inc. (USA)
Deepak Nitrite Corporation Inc. (DNC?) is a Wholly Owned
Subsidiary based in the United States. DNC was established to support your Company?s
marketing needs in North and South America. During FY 2024-25, DNC generated Total Revenue
of USD 15,708 and achieved a Net Income of USD 597.
(g) Deepak Oman Industries (SFZ) LLC
Deepak Oman Industries (SFZ) LLC (DOIL?), incorporated in
Oman, became subsidiary of your Company during FY 2023-24 by acquiring 51% of Equity Share
Capital of DOIL. DOIL is setting up a greenfield project to manufacture Sodium Nitrite,
Sodium Nitrate, in Salalah Free Zone, Sultanate of Oman which benefitsfrom low-cost inputs
of raw materials and energy and plans to serve global customers. During FY 2024-25, DOIL
generated Total Income of Omani Riyal 16,598 and achieved a Net Profit of Omani Riyal
13,348.
During FY 2024-25, your Company executed a Deed of Guarantee on October
23, 2024 in favour of Export Import
Bank of India for securing the Term Loan of USD 49 million and also to
cover interest and other charges thereon.
The Audited Consolidated Financial Statements of the Company for the
year ended March 31, 2025 together with the Auditor?s Report, constitute part of this
Annual Report in compliance with the provisions of the Act, Regulation 33 of the Listing
Regulations and relevant Accounting Standards. Additionally, Form No. AOC- I, detailing
the salient features of the Company?s subsidiary companies, is attached to the
Financial Statements.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES
ACT, 2013
Particulars of loans given, investments made, guarantees given and
securities provided during FY 2024-25 in accordance with the provisions of Section 186 of
the Act are provided in the Standalone Financial Statements.
EMPLOYEE STOCK OPTION SCHEME
"Deepak Nitrite Limited Employee Stock Option Scheme 2024"
(Scheme?) was approved by the Board of Directors at their meeting any for that
period; held on February 13, 2024. Subsequently, it was approved by Members of the Company
by way of Special Resolution passed through Postal Ballot on April 19, 2024. Under the
Scheme, the employees of the subsidiary companies of the Company are also eligible to
participate.
No options were granted to the eligible employees under the Scheme
during FY 2024-25.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments affecting the
financial position of your Company since the close of the Financial Year i.e. since March
31, 2025 and the date of this Report. Further, it is hereby confirmed that there has been
no change in the nature of business of your Company.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with
Investor Education and Protection Fund [IEPF] Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company is required to transfer the unpaid or unclaimed dividend
and shares in respect of which dividend are unpaid or unclaimed for a period of seven
consecutive years or more to IEPF. Accordingly, the Company has transferred the unclaimed
dividend of 12,50,930/- pertaining to FY 2016-17 which remained unclaimed for seven
consecutive years and the corresponding 62,276 shares to the IEPF authority. Dividend for
FY 2023-24 on shares held by IEPF authority amounting to 39,04,019/- was also transferred
to IEPF.
DIRECTORS? RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with the Indian
Accounting Standards (Ind AS) and based on the framework of Internal Financial Controls
established and maintained by the Company, work performed by the Internal, Statutory,
Secretarial and Cost Auditors and external agencies including audit of Internal Financial
Controls over Financial Reporting by the Statutory Auditors and reviews performed by the
management and relevant Board Committees, including Audit Committee, the Board is of the
opinion that your Company?s Internal Financial Controls were adequate and effective
during FY 2024-25.
Pursuant to Section 134(5) of Act, the Board of Directors, to the best
of their knowledge and ability confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there were no material departures;
b) it has selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial yearandoftheprofit ofthe
c) it has taken proper and sufficient care 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;
d) it has prepared the annual accounts on a going concern basis;
e) it has laid down internal financialcontrols to be followed by the
Company and that such internal financialcontrols are adequate and are operating
effectively; and
f) it has devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were in place, are adequate and
operating
CORPORATE GOVERNANCE
The Company ensures that it evolves and follows the corporate
governance guidelines and best practices diligently, not just to boost long-term
shareholder value, but also to respect rights of the minority.
Our corporate governance practices are a reflection of our value system
emcompassing our culture, policies and relationships with our stakeholders. The Company
adheres to the corporate governance requirement set out by Securities and Exchange Board
of India and considers the same as its inherent responsibility to disclose timely and
accurate information to its stakeholders regarding its operations, performance, leadership
and governance of the Company.
A Certificate by the Chief Executive Officer and the Chief Financial
Officer of the Company in terms of Listing Regulations, inter alia confirming the
correctness of the Financial Statements are placed before the Audit Committee and Board of
Directors of the Company on quarterly basis.
A separate Report on Corporate Governance is provided together with a
Certificate from the Secretarial Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under the Listing Regulations, which
forms part of the Annual Report.
LEGAL COMPLIANCE MANAGEMENT TOOL
The Company has in place, an online legal compliance management tool,
for monitoring the compliances across its various plants and offices which has been
devised to ensure compliance with all applicable laws that impact the Company?s
business. System-based alerts are generated until the user successfully submits the
compliances, with provision for escalation to the higher-ups in the hierarchy. The
compliance owners certify the compliance status which is reviewed by compliance approvers
and a consolidated dashboard is presented to the respective functional heads and the
Compliance Officer. A certificate by Key Managerial Personnel of your Company regarding
compliance of all applicable laws and regulations is placed before the Board of Directors
of your Company on a quarterly basis.s
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report
(BRSR?) annexed to this Report, follows the National Guidelines on Responsible
Business Conduct (NGRBC?) principles on the social, environmental and economic
responsibilities of business.
In accordance with Regulation 34(2)(f) of the Listing Regulations as
amended from time to time, BRSR forms part of this Integrated Annual Report. The BRSR
describes initiatives undertaken by the Company from an environmental, social and
governance perspective. Further, the Securities and Exchange Board of India vide its
Circular No. SEBI/HO/CFD/CFD- SEC-2/P/CIR/2023/122 dated July 12, 2023, updated the format
of BRSR to incorporate BRSR Core, a subset of BRSR, indicating specific Key Performance
Indicators (KPIs?) under nine ESG attributes which are subject to
assurance/assessment by an Independent assurance/assessment provider, by top 250 listed
entities by market capitalization for FY 2024-25.
For FY 2024-25, the Company has appointed Bureau Veritas India Private
Limited as the assurance provider. The BRSR is attached to the Director?s Report as
Annexure - D.
INTEGRATED REPORTING
The Integrated Report of the Company is prepared in accordance with the
International Integrated Reporting (<IR>) framework published by the Value Reporting
Foundation (VRF?) which reflects the integrated thinking of the Company and its
approach to its value creation. This information enable the Members to take well-informed
decisions and have a better understanding of the Company?s long-term perspective.
This also includes five forms of capital viz. Financial Capital, Human Capital,
Intellectual Capital, Social Capital and Natural Capital. This Integrated Report aims to
provide a holistic view of the Company?s strategy, governance and performance and how
they work together to create value over the short, medium and long term for its
stakeholders.
The narrative section of the Integrated Report is guided by the
<IR> framework outlined by the International Integrated Reporting Council (IIRC).
The Integrated Report is a part of this Annual Report, which provides a clear, concise and
comprehensive vision of the Company?s business model.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as specified in Regulation 34(2)(e) read with Schedule V of Listing Regulations,
with detailed review of the operations, performance and future outlook of the Company and
its business forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is having duly constituted Corporate Social Responsibility
(CSR?) Committee comprised of four (4) members out of which, two (2) are
Independent Directors.
The details about CSR Committee, its Terms of Reference, meetings held
and attendance of members are provided in the Corporate Governance Report. There have been
no instances during the year where recommendations of the CSR Committee were not accepted
by the Board.
Your Company has also in place a CSR policy duly approved by the Board
of Directors that provides guidelines for conducting its CSR activities and can be
accessed at Company?s website at
https://www.godeepak.com/wp-content/uploads/2023/11/DNL_
Corporate-Social-Responsibility-Policy.pdf.
During FY 2024-25, your Company has spent 11.94 Crores on CSR
activities, as against the statutory obligation of 11.30 Crores towards CSR activities,
being 2% of average of the net profits for the preceding three (3) years as per
requirement under Section 135(5) of the Act. It can be observed that your Company has
spent an excess amount of 0.64 Crores during FY 2024-25 on the CSR activities undertaken
in accordance with the CSR Policy of the Company. This excess amount can be set off
against CSR obligation of succeeding three (3) Financial Years i.e. FY 2025-26, 2026-27
and 2027-28.
Your Company has been undertaking CSR initiatives directly as well as
through Deepak Foundation, which is the Group?s CSR arm and also through various
other benevolent organisations, focusing on social interventions in areas like health,
education and livelihood. Over the years, your Company?s focus has been in ensuring
the overall betterment of communities around its manufacturing facilities and even beyond.
The CSR activities of your Company have made a significant positive
impact on society, particularly in the areas of healthcare, education, skills development,
environment, sustainability and women?s empowerment etc.
Your Company has undertaken several CSR projects which aim to reach to
the last mile and cater to the people in need. These initiatives have aided in uplifting
the and has resulted in better living conditions.
Brief about CSR activities undertaken by your Company during FY
2024-25, broadly categorised in areas of Healthcare, Education and livelihood enhancement
are as follows:
Healthcare:
Deepak Medical Foundation (DMF?) Hospital in Nandesari is
one of the largest hospitals serving the communities in and around
Nandesari for medical care and treatment 24/7 since last 4decades. e.
DMF started as a mother and child clinic (MCH Unit) and now has evolved into a
full-fledged 28 bedded It includes 10 bedded ICU services, 24x7 Casualty, OPD, IPD, and
other specialty OPD of Gynaecology and Obstetrics, Paediatrics, Psychiatric, General
Surgeon, Dental and round the clock Medical Officer along with the experienced and
well-trained nursing staff and para-medical staff. A fully equipped diagnostic and
pharmacy centre is also available at the hospital with a very nominal rate keeping into
consideration the economic status of the population in the area. It also undertakes
outreach and health promotion activities to help promote preventive health behaviour in
worker communities in Nandesari Industrial Area.
Mobile Health Units (MHUs?) have ensured provision of
healthcare services at people?s doorstep covering Primary Healthcare, Adolescent
Health, Child Nutrition and Health Awareness counselling. MHUs have improved health of the
target population greatly with visible improvements like haemoglobin levels in adolescents
through anaemia management, reduced undernutrition in enrolled children, improved hygiene,
breastfeeding and safe motherhood practices through thematic sessions.
The Palliative Care Services project has helped the people coming from
all over the country for dignified treatment while fighting with serious illness like
cancer. The Laboratory and Diagnostic
Services at Dahej region have helped the local population in getting
diagnosis on time.
Swasthya Sakhi, Women Centric Health Services Project focuses on
Women?s Reproductive Health, Maternal and Child Health, Nutrition, Preventive
Healthcare in Dahej area.
Education:
The Integrated Child Development Scheme (ICDS?) offers a
package of services comprising of supplementary nutrition, immunization, health checkups,
referral services, non-formal preschool education, and nutrition and health education. The
initiative aims to promote learning in a conducive environment and holistic development of
the children. Under the project, various sessions were conducted for parent counselling,
health screening, uniform distribution and school readiness assessment. Your Company also
completed quality of life of communities renovation and digitalisation of five (5)
Anganwadi Centres. The Smart Class setup has helped the children in learning digitally and
has opened several avenues for students to widen their horizon for modern educational
techniques.
Science, Technology, English and Mathematics (STEM?) classes
have enabled the students at primary schools to get hands on experience in science and
maths subjects and has improved school results. The Remedial Classes helped the children
who need special attention while studying in strengthening their base and has helped
confidenc theminimprovingtheirgradesand
The Mobile Library project provides the students an opportunity to
hospital. venture in the world of literature other than their curriculum which help in
improving their cognitive abilities. The program includes making available, age and
grade-appropriate library books, reading and learning material to children at their
doorsteps, "Read Aloud" storytelling sessions, remedial inputs sessions
(Language, mathematics and basic English) along with workbooks practice. The program also
includes capacity building of community-based women as Vidya Sathis to support the
children not only with their daily schoolwork but also keep their parents updated
regarding their child?s progress. The Mobile Library Project has improved
children?s attendance, increased their interest in reading and enhanced foundational
literacy and numeracy skills.
Your Company also provide contribution to technology business
incubators through Atal Innovation Centre (AIC?) Indian Institute of Science
Education and Research (IISER?) Pune SEED Foundation (AIC-SEED?).
AIC-SEED is supported by the Atal Innovation Mission, NITI Aayog, Government of India.
AIC-SEED?s objective is to stimulate and encourage the growth of deep science-based
startup companies by providing an enabling eco-system in an academic and knowledge driven
research environment.
Livelihood improvement:
Project Sangaath aims to empower people by identification of Government
Scheme that they are eligible for, helping them obtain Pre-Requisite Documents?
for enrolment to the identified Government Scheme and facilitate their registration to
avail benefits of various government schemes, which they are entitled to.
Project Sangaath has impacted the lives of lakhs of underprivileged
community members by providing them the benefits of various schemes.
The Project Jal Sanchay Yojana includes water harvesting, micro-irrigation
and integrated farming practices with a focus to improve agricultural productivity, ensure
water availability and enhance rural livelihoods. The Project on cattle health has
benefitted the communities in also educated them in maintaining the cattle health.
Your Company also supported SVADES (Society for Village Development in
Petrochemicals Area) which is a collective endeavour that binds the industry and rural
community together towards effective socioeconomic development in the rural areas of
surrounding industries at Nandesari.
The efforts of your Company have influenced theimmensely income of the
beneficiaries? households and has improved their standard of living.
The Report on Corporate Social Responsibility is annexed as Annexure E
and is also available on the Company?s website on www.godeepak.com.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy for the
appointment and remuneration of Directors, Key Managerial Personnel and other employees of
the Company.
The Nomination and Remuneration Policy includes the criteria for
determining qualification, positive attributes, independence of Directors and other
matters as required under Section 178(3) of the Act and is annexed as Annexure F. The
Nomination and Remuneration Policy is also available on the Company?s website on
www.godeepak.com.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 (Rules?) are annexed to this Report as Annexure - G.
The statement containing particulars of employee remuneration as
required under provisions of Section 197(12) of the Act and Rule 5(2) and 5(3) of the
Rules forms part of this Report. However, in accordance with the provisions of the second
proviso to Section
180
136(1) of the Act, the Annual Report is being sent to the Members of
the Company excluding the aforesaid statement.
The aforesaid information is available for inspection by the Members
upto the date of the 54th Annual General Meeting on all working days, except Saturdays and
Sundays, during working hours at the Registered Office of the Company. Any Member
interested in obtaining such information may write to the Company Secretary at
investor@godeepak.com.
ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act, read with Rule 12
of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT -
7 for the Financial Year has ended March 31, 2025, is available on the Company?s
website at www.godeepak.com.
The Annual Return shall be filed with the Ministry of Corporate
Affairs, within the prescribed timelines.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company is committed towards conservation of energy and climate
action. The particulars relating to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required to be disclosed pursuant to the provisions of
Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are provided in
Annexure - H forming part of this Report.
STATE OF COMPANY?S AFFAIRS
The state of your Company?s affairs is given under the heading
Performance Review? and various other headings in this Report and in the
Management Discussion and Analysis, which forms part of the Annual Report.
SIGNIFICANT OR MATERIAL ORDERS PASSED AGAINST THE COMPANY
There are no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of the Company and its operations
in future.
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India, with respect to meetings of Board and its Committees and
General Meetings, respectively. The Directors have devised proper systems and processes
for complying with the requirements of applicable Secretarial Standards issued by The
Institute of Company Secretaries of India, as amended and such systems were adequate and
operating effectively.
RESEARCH & DEVELOPMENT
Your Company?s innovation infrastructure consists of centralised
Research and Development (R&D?) facility, Deepak Research and Development
Centre (DRDC?) at Nandesari, Gujarat. DRDC has been approved by the Department
of Scientific & Industrial Research, Government of India since 1977 and is ISO
certified. It has a dedicated team of 100+ professionals, working on various molecules and
chemicals which are under patenting process. Your Company has cumulatively filed around 77
patent applications, and 22 patents have already been granted. Your Company?s R&D
facility is crucial to its success with its ability to develop advanced intermediates
which requires complex chemistry and engineering.
The R&D facility is equipped with the modern instruments and
equipment for developing cutting edge technology. The Company?s R&D team
comprises of highly qualified and experienced team members, who bring in the best
practises in the industry.
The R&D remain focussed on:
New product development
New technology platform development
Improvement of productivity as well as yield and quality in existing
products
Improved inhouse data management system.
Reduction in water, waste, energy etc. and using green technology,
wherever possible.
DRDC also houses a state-of-the-art Process Engineering Lab, Kilo lab
and Process Intensification Lab, Dedicated environment lab etc. Mentioned setups help in
generating scale-up related data for all the products, which are developed in DRDC. The
speed of lab scale development is increased with the application of Design of Experiments
methodology, using a specialised software for screening as well as optimisation.
Literature search platforms like Scifinder, Reaxys etc. are in regular use.
To aid in new technology platforms and continuous process development,
your Company has invested in flow reactor, flow meters etc. under Process Engineering
Research & Innovation (PERI).
Analytical Team plays a crucial role in supporting synthetic chemistry
at every stage of the product/ process development. The team is strengthened by inducting
skilled man-power and analytical tools such as Gas Chromatography (GC), Gas
chromatography-headspace (GC-HS), Gas Chromatography/Mass Spectrometry (GCMS), High
Performance Liquid Chromatography (HPLC), Liquid Chromatography/Mass Spectrometry (LCMS),
Ultra Performance Liquid Chromatography (UPLC) and Ion Chromatography (IC), UV, IR etc.
Analytical lab also takes help from third party analytical labs for generating data (like
PSD, S-analysis, NMR etc.) for which DRDC currently does not have the facilities.
Inhouse environment lab dedicated for developing waste treatment
methodology for new process and products as well as explore waste valorization
opportunities to promote sustainable practice and minimise environmental impacts.
Process Safety Activities
DRDC has a dedicated process safety team, which analyses the chemical
processes for their safe operations based on in-house Accelerated Reaction Calorimeter
(ARC), Differential Scanning Calorimeter (DSC), Reaction Calorimeter with gas evolution
analysis (RC). Also, the team takes help from third party labs for other safety data
generation e.g. powder safety data.
Technology
Your Company?s R&D team is working on various new technology
platform developments such as Fluorination and Photo
Chlorination chemistries, high pressure Oxidation Reactions (both
chemical and catalytic) and Gas Solid Reactions, Plug flow reactions, NOx reactions etc. A
pilot facility for Vapor Phase Process has also been installed.
Lab scale Continuous Stirred Tank Reactor (CSTR) set-ups are used for
converting batch mode reactions into continuous mode to achieve better yield, quality,
better throughput, reduction in the cost of operations, along with increasing the safety
norms of the process. Lab scale parallel synthesizer for fast screening of process
parameters to speedup process development activity.Mini pilot scale equipment like
centrifuge, nudge filter, pilodist for generating distillation data as well as parallel
pressure reactor set of special MOC for catalyst screening are in regular use.
State-of-the-art pilot plants
Your Company is having two state-of-the-art pilot facilities, one each
at Roha, Maharashtra and Nandesari, Gujarat. The pilot plants act as link between R&D
and commercial production of various intermediates used in Agrochemicals, Dyes,
Pharmaceuticals etc., thereby allowing your Company to deliver quality products
seamlessly. The pilot facility boasts of stainless steel and glass lined reactors along
with distillation columns, handling systems for gas and liquid raw materials. The pilot
facilities are fully-equipped with advanced instruments, Distributed Control system (DCS)
and utilities like brine, low pressure steam, cooling water, etc.
Development of idea to plant process (ITP)
- The Technical Organisation is responsible for generating ideas,
developing sustainable processes and moving them to commercial production. The team
conducts critical review of the process from idea generation to technical development to
production
(ITP process). The activities are mapped, and relevant documents are
formalised. The ITP project is targeted to finalize the technical process, the
infrastructure required and supporting documents. This also include in-depth safety
analysis reports for the chemicals and the processes.
The overall ITP process flow includes:
Idea collection and assessment of right-to-win.
Responsible team identification
Responsibility matrix assignment
R&D process to finalize the route of synthesis and/or processes
Process optimization
Technology transfer including Basic Engineering Package (BEP) and all
relevant documents (LDR, TTR1 and TD).
Developed inhouse revised version of digital archive to enable
more secure data management of ongoing process development and technology transfer
document.
A highly secure web-based suite of tools has been deployed to manage
all data of ITP. The system stores data in a structured format making it searchable. It
also prevents knowledge loss while controlling information flow.
Benefits of ideas to plant trials
Documentation of the Lab Records are all digitized and in the on-line
mode.
- Specific formats designed to extract data/information.
- Reports and presentations are created by the system through
aggregation.
- Ensures data integrity, data security and data traceability.
- Helps in significant reduction of time spent by in making reports for
reviews.
Making fortnightly reports which reduce the time of technical reviews.
Complete audit trail and traceability.
Training of technical team
Workshops on process safety and scale up, DoE, ASPEN, Flow Chemistry
etc. were organised. The participants came from cross functional teams across Deepak.
These workshops introduced the salient feature of the process scale-up and process safety
enhancing the competency of participants.
NEW R&D CENTRE AT SAVLI, VADODARA
Your Company is also building a new state-of-the-art Research &
Development Centre in Savli, Vadodara. The new R&D centre is expected to be
operational soon.
SAFETY, HEALTH & ENVIRONMENT (SHE) COMMITMENT
Your Company is deeply committed in ensuring Safety, Health, and
Environment (SHE) across all its manufacturing processes, products and services. This
commitment begins at the conceptualization stage, where efforts are made to incorporate
safer process technologies, optimized unit operations and sustainable systems into design
and planning.
To uphold this commitment, your Company continues to invest in key
areas that benefit all stakeholders. These automation to improve safety and reduce the
potential for human error, along with extensive training programs focused on both process
safety and behavior-based safety practices. Environmentally responsible and safe
production methods are being actively implemented across operations.
Further, substantial upgrades are being carried out in effluent
treatment infrastructure, such as the installation of Reverse Osmosis
(RO) plants and Multiple Effect Evaporators (MEE), to significantly
reduce effluent discharge. Your Company is also commissioning Waste Heat Recovery Systems
to promote the reduction, recovery, and reuse of effluents and utilities, reinforcing its
commitment to sustainability and responsible manufacturing.
A robust, well-documented scale-up protocol governs product development
from R&D to pilot and commercial scale incorporating rigorous risk assessments and
process safety evaluations at every stage. DNL?s in-house R&D capabilities
include advanced thermal hazard screening tools such as RC (Reaction Calorimetry), DSC
(Differential Scanning Calorimetry), and ARC (Accelerating Rate Calorimetry).
Your Company aligns its policies and systems with globally recognized
frameworks, including the United Nations Global Compact, ILO (The International Labour
Organization) Conventions, scientists and the Responsible Care Initiative. It actively
promotes social compliance in areas such as human rights, labor standards,
anti-discrimination, conflict of interest and anti-corruption.
Health and safety are central to the Company?s ethos, with a firm
belief that all injuries, occupational illnesses and environmental incidents are
preventable. This philosophy fosters a culture of safety excellence, encouraging
employees, contractors, customers and communities to prioritize personal and collective
safety.
A structured incident reporting mechanism is in place, where all events
including near misses are recorded in the Safety Management Information System (MIS).
Corrective and preventive actions are tracked via internally developed software and each
incident is thoroughly investigated by cross-functional teams to identify root causes and
implement safeguards. All technological changes undergo rigorous safety evaluations such
as Facility Siting, HAZOP, and Quantitative Risk Assessments and are approved through a
formal Management of Change process, including pre-startup safety reviews.
Your Company continues to strengthen its Process Safety Management and
workplace safety through active employee engagement and continuous improvement
initiatives. With a vision of "Zero Incident", Deepak has undertaken a
comprehensive safety transformation journey. An external safety diagnostic assessment
provided valuable insights, enabling leadership to define roadmap for system, process, and
cultural enhancements.
All manufacturing units and the Registered & Corporate Office are
certified ISO 9001, ISO 14001 and ISO 45001 standards and to proudly bear the
Responsible Care Logo. Regular safety awareness programs are conducted across sites to
drive improvements in process safety, workplace safety and behavioral transformation. A
formal recognition system rewards individuals and sites for exemplary safety performance,
with 100% employee participation in safety initiatives.
At DNL, a strong Occupational Health and Safety (OHS) governance
framework is led by the Corporate Safety team, supported by dedicated site-level teams.
The Company?s HSE Policy serves as a guiding document for all safety practices and is
communicated to employees, contractors, customers, communities, and business partners.
Logistics Safety Management System
In collaboration with industry peers, your Company has pioneered the
establishment of Nicer Globe, an independent platform designed to ensure the safe
transportation of hazardous materials across India. This system enables real-time GPS
tracking, allowing for continuous monitoring of vehicle speed, route adherence, and
driving time compliance. By proactively identifying and addressing deviations, the
platform significantly reduces transport-related risks. The movement of raw materials and
finished is managed within a robust supply chain framework, ensuring the safety of
customers, carriers, suppliers, distributors, and contractors.
Environmental Stewardship
Your Company?s dedication to environmental protection extends well
beyond mere compliance with regulatory obligations. By adopting the chemical
industry?s Responsible Care framework, the Company has embedded core principles that
are fully aligned with the United Nations Sustainable Development Goals (UN SDGs). A range
of initiatives have been implemented to conserve natural resources, lower energy usage,
encourage recycling and reuse, and minimize pollution across operations.
Ongoing efforts are focused on reducing the overall environmental
footprint through continuous improvement and innovation. The Company actively seeks out
sustainable solutions that not only enhance operational efficiency but also contribute
positively to environmental well-being.
Key Safety initiatives implemented
1. "PARIVARTAN"- Safety Management System
In alignment with our continued commitment to ensuring a safe and
resilient workplace, Deepak Nitrite Limited proudly launched our structured Safety
Management System (SMS) a strategic named "PARIVARTAN" in FY 2024 25.
"Parivartan," meaning "transformation," symbolizes our shift toward a
more systematic, proactive, and behaviour-driven safety culture across all levels of the
organization.
This system marks a major milestone in strengthening our occupational
health and safety (OHS) & Process Safety Management (PSM) framework and aligns with
industry best practices and regulatory standards.
2. Enhanced training programs
As part of the "PARIVARTAN" Safety Management System, we
launched a structured Train-the-Trainer (TTT) Program aimed at developing in-house
safety champions and enabling consistent safety knowledge transfer across all levels of
the organization.
The program is designed to empower selected employees and frontline
supervisors with the knowledge, tools, and facilitation skills necessary to deliver
high-impact safety training to their peers, contractors, and new joiners.
The program covered critical topics such as Permit to Work, Contractor
safety management, Incident investigation and other essential safety practices.
products Other than this, series of mandatory safety training programs
for all employeesandcontractors identification, .g.hazard emergency preparedness,
first aid, BBS training etc. conducted.
3. Next-Gen Safety Systems
DNL introduced AI-driven safety systems to strengthen real-time risk
detection and operational oversight on the shop floor.
Key highlights include:
AI-enabled cameras deployed across critical zones to automatically
detect PPE violations such as missing helmets, gloves, or goggles.
Early fire and smoke detection through image recognition, allowing
instant alerts and rapid response.
Real-time monitoring screens installed at strategic locations to ensure
immediate visibility and corrective action by the safety team.
Also, we have enhanced process safety through increased automation
across key operational processes. Automation has reduced manual intervention in high-risk
activities, minimized human error, and improved consistency in safety-critical operations.
These improvements contribute significantly to risk mitigation, equipment reliability, and
overall operational safety.
4. Improving firefighting systems
We have continued to strengthen our fire safety infrastructure by
investing in advanced and comprehensive firefighting systems across critical operational
areas. This includes enhancements to fire detection, suppression- sprinkler systems, and
response mechanisms tailored to site-specific risks. These upgrades reflect our ongoing
commitment to minimizing fire hazards, safeguarding our workforce and assets, and adhering
to stringent industrial safety standards.
HUMAN RESOURCES
During FY 2024 25, your Company continued to strengthen Company?s
Human Resources strategy by driving talent development, organizational agility, employee
well-being, and industrial harmony across all business locations. This has an objective of
ensuring strong, skilful & trained workforce availability for the Company all the
time. Your Company remained committed to attracting high-quality talent by hiring Graduate
Engineer Trainees from reputed Tier-1, Tier-2, and Tier-3 engineering institutions. Over
100 employees were upskilled in advanced and emerging technologies relevant to the
chemical and engineering domains. Capability enhancement initiatives included targeted
workshops, technical certifications, and leadership development forums aimed at equipping
employees for tomorrow?s challenges.
During FY 2024-25, recognising the significance of identifying
high-potential employees to ensure a robust talent pipeline, the Company carried out
compensation benchmark study through a renowned agency to identify market correction needs
of high potential performing teams for their retention and career development. The
Company?s Human Resources initiatives and engagement activities have enabled the
Company not only to sail through the challenging times, witnessed recently, but has helped
the Company in attracting, developing, nurturing & retaining right talent and keeping
them motivated. Employee touch points and communication was kept live through Virtual Town
Halls Wherein Executive Director & CEO, Director (Finance) & Group CFO addressed
all the employees thereby established a strong sense of bonding between the Company?s
management and employees.
During FY 2024-25, your Company also witnessed the rollout of
"Deepak Cares" a 24x7 well-being support platform in collaboration with a
specialist partner. This initiative offers holistic counselling services to employees and
their families, covering mental health, legal, financial, personal, and career-related
support.
The Company has a dedicated Diversity Equity and Inclusion Policy to
encourage inclusive work environment where members from diverse backgrounds can grow
together and thrive. In order to enhance employee experience, transactional activities of
HR have been automated through leverage on technology and outsourcing to subject matter
experts, which has brought more efficiency in the HR processes. Your Company has also
conducted employee engagement survey through renowned third party for understanding the
pulse and sentiments of the employees.
INSURANCE
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured against risk of fire and other
risks. Your Company has in place Directors? and Officers? Liability Insurance
(D&O) for all its Directors (including Independent Directors) and members of the
Senior Management Team for such quantum and risks as determined by the Board in line with
the requirement of Regulation 25(10) of the Listing Regulations.
CYBER SECURITY
In view of the increased cyberattack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology controls are being
enhanced in line with the threat scenarios. The Company?s technology environment is
enabled with real time security monitoring with requisite controls at various layers
starting from end user machines to network, application and the data.
Enhanced Threat Detection & Response
Deployed AI-driven SIEM (Security Information and Event
Management) for real-time threat monitoring.
Upgraded Endpoint Detection and Response (EDR) solutions to
combat ransomware & zero-day attacks.
Conducted VAPT to identify vulnerabilities in critical systems.
Introduced Red-Teaming for proactive, adversarial simulation
exercise
Data Protection & Privacy Compliance
Implementation of ISO 27001:2022 certification is in progress
for information security management.
Multi-Factor Authentication (MFA) & Zero Trust
Adopted Zero Trust Architecture (ZTA) to minimize insider
threats.
Employee Awareness & Training
Conducted cybersecurity workshops for staff.
Ran simulated phishing campaigns to improve threat awareness.
Cloud & Infrastructure Security
Implemented automated security patching for all servers and
endpoints.
Partnered with leading MSSPs (Managed Security Service
Providers) for 24/7 SOC monitoring.
During the year under review, your Company did not face any incidents
or breaches or loss of data breach in Cyber Security.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has adopted zero tolerance for sexual harassment at the
workplace and has a policy as required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act?) for prevention
and redressal of complaints of sexual harassment at workplace. To build awareness in this
regard, your Company has been conducting various training sessions online and offline on a
continuous basis for employees of the Company.
A duly constituted Internal Committee (IC?) is also in place
for its various locations to redress complaints on sexual harassment. The IC is empowered
to look into all complaints of sexual harassment and facilitate free and fair enquiry
process with clear timelines.
The details of complaints relating to sexual harassment at workplace
during the year ended March 31, 2025 are provided as under:
a) Number of complaints of sexual harassment received during the year:
Nil
b) Number of complaints disposed-off during the
c) Number of cases pending for more than ninety days: Nil
DISCLOSURE UNDER MATERNITY BENEFITS ACT, 1961
The Company complies with the provisions of the Maternity Benefits Act,
1961, ensuring that eligible women employees receive their statutory entitlements. These
benefits reflect your Company?s commitment in creating a compliant, inclusive and
supportive workplace that prioritizes the health and well-being of expecting and new
mothers.
GREEN INITIATIVES
Climate change is a critical global challenge, deeply intertwined with
human activities and industrial operations. Recognizing its responsibility, your Company
is committed to mitigate its environmental impact by setting ambitious targets to reduce
greenhouse gas (GHG) emissions and enhancing business resilience across its operations,
value chain, and surrounding communities.
Sustainable Energy & Emission Reduction Initiatives your
Company has implemented multi-faceted strategies to minimize GHG emissions and transition
towards a more sustainable future. Key initiatives include:
Expanding the use of renewable energy to reduce dependency on fossil
fuels.
Deploying advanced energy-efficient technologies to optimize resource
consumption.
Leveraging AI-driven solutions to enhance operational efficiency and
achieve sustained energy savings.
Environmental Protection & Waste Management.
Your Company has taken significant steps to reinforce environmental
protection and waste management, including:
Online Continuous Emission Monitoring System (OCEMS): Installed for
real-time air quality monitoring and emission control.
Waste-to-Biofertilizer Conversion: Canteen waste is processed into
biofertilizer, supporting green belt development.
Sustainable Waste Utilization: Trials are underway to use Effluent
Treatment Plant (ETP) sludge and agro waste as alternative boiler fuels, reducing coal
consumption and improving waste management practices.
Large-Scale Reforestation & Community Engagement
As part of its broader sustainability initiatives, your Company has
partnered with the Forest Department for an extensive tree plantation drive in Village
Shelavali, Taluka Shahapur, District Thane, Maharashtra.
Over 55,000 native trees have been planted across 50 hectares, year:
Nil contributing to:
Carbon sequestration and climate mitigation.
Biodiversity conservation and habitat restoration.
Improved air quality, soil erosion control and enhanced water
retention.
Generating local employment opportunities and strengthens afforestation
efforts in the region.
Go Green? Initiative & Paperless Communication
In alignment with Section 20 of the Act and its commitment to
environmental sustainability, your Company has adopted paperless communication practices.
As part of this initiative, copies of the Notice for the 54th Annual General Meeting and
the Integrated
Annual Report for FY 2024-25 are being sent to all registered members
and others through electronic mode only.
This transition to digital communication reflectsDNL?s commitment
to the Go Green? initiative and its ongoing efforts to minimize its ecological
footprint.
INDUSTRIAL RELATIONS
During FY 2024-25 industrial relations across the Company in multiple
demographics remains harmonious and issues, if any, were discussed and resolved by
bilateral dialogues and zero man-days were lost. Wage settlement at Roha location for 4
years signed successfully through bilateral discussions. At Hyderabad, production
incentive settlement was done successfully. To bring operational efficiency third party
was conducted and it?s findings were implemented at Hyderabad manufacturing
facilities.
GENERAL DISCLOSURES
The Board of Directors state that during the year ended March
31, 2025:
No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status of the Company and or its
operations in future;
No proceedings are made or pending under the Insolvency and Bankruptcy
Code, 2016;
The requirement to disclose the details of the between the amount of
the valuation done at the time of one-time settlement and the valuation done while taking
a loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable;
No shares with differential voting rights and sweat equity shares have
been issued;
No public deposits as defined under Chapter V of the Act have been
accepted by the Company;
No change in the nature of business of the Company.
ACKNOWLEDGEMENT
The Board express their deep appreciation to all employees for their
hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain an industry leader.
The Directors also appreciate support and co-operation the Company has
received from its Suppliers, Customers, Distributors, and process study Company has
received from its suppliers, distributors. The Directors also take this opportunity to
thank all shareholders, government and regulatory authorities and stock exchanges for
their continued support.