Your Directors have pleasure in presenting the Sixty-fifth Annual Report together with the audited financials for the year ended March 31, 2025.
FINANCIAL HIGHLIGHTS (STANDALONE):
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|
(' in lakhs)
|
|
Particulars
|
As on March 31, 2025
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As on March 31, 2024
|
|
Revenue from operations
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18,138
|
13,158
|
|
Other Income
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446
|
627
|
|
Total Income
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18,584
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13,785
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|
Profit before Depreciation/ Amortization, Interest and Tax
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1892
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1,256
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|
Profit after exceptional item and Tax
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618
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1597
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Earnings per equity share: Basic and Diluted (? 10/- each)
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8.29
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21.44
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Book Value of shares (?)
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222.04
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215.89
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DIVIDEND:
The Directors are pleased to recommend a dividend of ' 3.50 per equity share of ' 10/- each for the year ended March 31, 2025, subject to the approval of Members at the ensuing Annual General Meeting. The dividend payout will aggregate to ' 260.79 lakhs.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Dividend after deduction of tax at source, as applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Overview of the Speciality Chemical Industry:
The Indian specialty chemicals industry is poised for certain growth in 2025, driven by robust domestic demand, export opportunities, and supportive government policies.
The specialty chemicals segment was earlier valued at USD 32 billion with a projected reach of USD 40 billion by 2025, accounting for approximately 18% of India's total chemical industry. Some forecasts were even more optimistic, estimating the market could grow to USD 64 billion by 2026, reflecting a compound annual growth rate (CAGR) of 12.2% from 2019. The expansion was expected to increase India's global market share in specialty chemicals from 4% to 6% by 2026. We do not believe we are there yet.
Globally the chemical industry has only made moderate progress in the past year as compared to 2023. The demand for goods is rising across many verticals, albeit very slightly considering the past over supply along most value chains. However, with geopolitical risks mounting, forecasts are falling short of earlier claims.
The capacity rationalisation is taking place globally which may not help in bringing the markets to an equilibrium.
Opportunities and Threats, Risk and Concerns:
Noticeable is a host of mergers and collaborations across the value chain of the Surfactants industry.
There is an increase of cross industry investments in renewables driving innovation and growth that is sustainable. The Indian chemical industry is starting to see the transformative potential of AI and its ability to improve productivity and efficiency. It is evident that innovation would be driven by consumer trends and sustainability principles.
The Key growth drivers are:
1. Diversification and innovation: Companies are investing in research and development to create high-value products, particularly in areas like agrochemicals and personal care. This focus on innovation enhances competitiveness in the global market.
2. Sustainability Initiatives: There's a growing emphasis on Sustainable practices, including the development of environmentally friendly products and processes. This shift aligns with global trends and positions Indian companies favourably in international markets.
3. Government Support: Initiatives such as the Production linked Incentive (PLI) schemes and the establishment of Special Economic Zones (SEZs) are bolstering domestic production and attracting foreign investments. These policies aim to reduce import dependency and promote export growth.
In general, the Indian Surfactant industry is set for robust growth in the coming years, supported by diverse applications and evolving consumer preferences.
The Indian surfactants market is projected to experience steady growth during the 2025-2026 period, driven by increasing demand across various sectors.
Despite the positive outlook, the industry faces challenges such as:
1. Global trade tensions and tariff measures, particularly involving major economies like the US and China, could impact export dynamics.
2. The resurgence of Chinese manufacturers and potential dumping practices may affect profitability and market share for Indian companies.
3. Overall, the Indian speciality chemicals industry in 2025 stands at a pivotal juncture, with opportunities for substantial growth tempered by external challenges. Strategic investments, innovations, and supportive policies are key to navigating this landscape successfully.
Market Projections:
Overall Market: The surfactants market in India is expected to witness a compound annual growth rate (CAGR) of 6.2% from 2025 to 2030.
1. Agricultural Surfactants are anticipated to grow a CAGR of 6.5% during the same period. The need for effective pesticide formulations to enhance crop yields is increasing the use of agricultural surfactants.
2. Personal Care and Household Products are rising consumer awareness and demand for personal hygiene and household cleaning products are boosting the consumption of surfactants.
3. Surfactants also play a crucial role in various industrial processes, including textiles, paints, and coatings, contributing to market expansion.
These 3 areas continue to be the key focus areas for the Company going forward.
There is a growing trend & preference for environmentally friendly and sustainable surfactants derived from natural sources.
Ongoing research and development efforts are leading to the creation of more efficient and specialized surfactant formulations.
What customers are looking for are cutting edge solutions to meet market demands as they evolve, whilst adhering to environmental goals.
For example, how would the changing regulations for 1,4 - Dioxane content affect wetting and cleaning products? In addition, the necessity of developing surfactants that adhere to the newer regulations on sustainability and biodegradability.
There is also the issue of developing cleaner safer products whilst reducing waste.
Energy Sector:
The transition from conventional energy to other newer sources of energy cannot and will not take place overnight. Today hydrocarbons still provide over 80% of primary energy in the US and almost 90% in China.
With rising energy demand, the new alternate sources of energy can only complement the present conventional energy, and certainly not replace it.
AI will be an enabler in prioritising technologies that drive efficiency and lower energy use. However, sustainability is not the only consideration for the future of energy, affordability as well as security of supply need to be considered.
As a company we continue to focus on the oilfield sector where we believe we have a stronger presence, and know that hydrocarbons will continue to be around at least over the next decade.
With the company's past emphasis on local production for the local industries we are now focused on looking at export markets looking to our expanded plants and innovation capabilities.
As we continue to work with differentiated chemistries and products that are not in the competitive market or that are unique like import substitutes to gain some market leadership in those products.
If the Dai-Ichi brand has to survive, we must continue to innovate.
The Company's longevity in the market and its sustained presence derives from its ability to innovate & pioneer several speciality surfactants & polymers.
Overall Company Performance:
In FY 2024-25, Dai-ichi Karkaria delivered a strong operational and commercial performance, supported by a consistent focus on innovation, efficiency, and customer responsiveness. The Company achieved its internal targets for the year, led by improved capacity utilization across all manufacturing locations and strategic upgrades to production infrastructure.
Investments were made in reactor installations, bulk storage facilities for raw materials and finished goods, and process optimizations to improve batch sizes and reduce turnaround times. These measures collectively contributed to the highest annual and quarterly production volumes in the Company's history.
The organization also enhanced its readiness to execute large-scale bulk contracts while maintaining on-time delivery commitments. Across all business verticals, the emphasis remained on developing high-performance, application-specific chemical solutions in alignment with global standards and evolving customer expectations. The Company continues to strengthen its foundation through quality, regulatory compliance, and ongoing operational enhancement.
Vertical- wise Performance:Agrochemicals:
Dai-ichi provides a broad portfolio of specialty chemicals for the agricultural industry, including emulsifiers, dispersing agents, and formulation aids used in pesticides and crop protection products. These solutions are designed to enhance formulation stability, application efficiency, and overall field performance.
During the year, the Agro segment focused on introducing formulation innovations tailored to market-specific needs, including import substitutions. New initiatives were also launched to improve supply chain flexibility through third-party sourcing arrangements.
Business continuity was maintained with long-standing customers, while new engagements were explored through improved technical collaboration. A dedicated application lab for agrochemical formulation development is under planning, aimed at expediting product validation, enhancing customer support, and enabling more agile service delivery. Agrochemicals will continue to be a strategic growth area for the Company.
Home and Personal Care:
The Home and Personal Care segment caters to manufacturers of hygiene, cleaning, and personal grooming products. Dai-ichi's offering includes solubilizers, surfactants, and conditioning agents that contribute to texture, stability, and overall product performance in these formulations.
This vertical maintained steady growth, with expansion in both domestic and export-facing accounts. The Company's ability to deliver high-purity ingredients compliant with global regulatory norms has been a key enabler in tapping new opportunities in niche segments such as natural extracts and cosmetic actives.
Despite a competitive pricing environment, Dai-ichi strengthened its market presence through value-added support, flexible packaging options, and consistent supply reliability. Continued development of application-specific solutions is expected to further drive this segment's evolution.
Energy and Oilfield Chemicals:
In the energy sector, Dai-ichi supports both upstream and downstream operations with specialty additives that address performance and operational challenges. These include products for flow assurance, corrosion control, fuel stability, and system protection under demanding conditions.
The Oilfield vertical experienced an increase in volumes during the year. This was driven by increased international demand, reactivation of dormant accounts, and the successful introduction of new chemical technologies. In addition to expanding product lines, the Company reinforced its focus on customer-specific customization, especially for applications in extreme operating environments.
Manufacturing flexibility and responsiveness played a critical role in meeting volume and delivery expectations. The Company remains committed to deepening its presence in this sector through a combination of innovation, technical support, and global compliance standards.
Paints and Coatings:
Dai-ichi provides high-performance surfactants and additives to the paints and coatings industry. These ingredients play a vital role in emulsion polymerization, pigment dispersion, and overall formulation enhancement. The Company also focuses on offering sustainable alternatives in response to growing demand for low-volatile organic compounds (VOC) and eco-friendly solutions.
The segment demonstrated steady performance, supported by regular demand from existing clients and successful onboarding of new manufacturers. Dai-ichi's ongoing development of environmentally friendly surfactants received positive market feedback, and efforts continue to expand this green chemistry initiative.
Close alignment with technical teams at the customer end and the ability to meet fast-changing formulation requirements helped deepen business relationships. The Company anticipates further opportunities as environmental regulations and performance expectations continue to evolve.
Textile Auxiliaries:
Dai-ichi serves the textile industry with a comprehensive portfolio of specialty chemicals designed to support pre-treatment, dyeing, and finishing processes. These include surfactants, dispersing agents, softeners, and auxiliaries that enhance fiber strength, appearance, and process efficiency. This segment continues to contribute steadily to the Company's portfolio.
Flocculants and Water Treatment:
The segment continued to perform as a stable contributor to the overall business. With established applications across water treatment and industrial processing, demand for flocculants and related products has been consistent. The Company maintains a focus on reliability, product quality, and service to ensure steady business performance in this segment.
KEY FINANCIAL RATIOS:
Details of significant changes in key financial ratios alongwith explanation thereof are provided in Note 45 of Notes to financial statements as per Schedule III.
INTERNAL FINANCIAL CONTROLS:
The Board of Directors have laid down Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fluid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:
The Company continues to strengthen its human capital by ensuring timely recruitment and effective talent management across all functions. With a robust pool of skilled and experienced professionals, it maintains consistent operational performance. A culture of commitment, ownership, and aligned purpose empowers employees at every level to contribute meaningfully to the Company's growth. The HR strategy remains focused on capability building, employee engagement, and fostering a workplace built on trust, transparency, and shared success.
Key Focus Areas for Performance Enhancement:
• Identification of training and development needs through skill metrics and competency mapping.
• Ensuring competitive compensation for employees and contract workers.
• Structured career progression through annual assessments and succession planning.
• Support for compliance with employment-related legislative requirements.
• Promotion of HR excellence via Standard Operating Procedures (SOPs).
• Commitment to a culture of mutual respect, fairness, and concern.
• Providing Apprentice Scheme opportunities to economically disadvantaged youth.
Employee Engagement Initiatives:
• Skill metrics and competency mapping completed for all employees.
• Over 270 man-days of EHS, IMS, POSH, and soft skills training completed in FY 2024-25.
• Implementation of Group Mediclaim policy covering spouses and two children.
• Celebration of Founder's Day with Long Service Awards.
• Introduction of a new air-conditioned bus for shift employees.
• Cultural and safety event celebrations with employee participation.
• Implementation of Reward and Recognition programs.
• Monthly employee birthday celebrations.
• Employee participation in Safety, POSH, and Canteen Committees.
Industrial Relations:
Industrial relations at the Dahej and Kurkumbh plants remained cordial and constructive throughout Financial Year 2024-25, with all statutory compliance requirements adequately fulfilled.
NUMBER OF PEOPLE EMPLOYED:
As on March 31, 2025, the total numbers of employees on the payroll of the company are 178.
CHANGES IN CAPITAL STRUCTURE:
During the financial year under review there was no change in the authorized and paid-up share capital of the Company.
JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:
Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia Pacific Pte. Ltd., in ChampionX Dai-ichi India Private Limited in the ratio of 50:50.
The Company has a Subsidiary, Dai-ichi Goseichemicals (India) Limited. The Financial Statements of the Subsidiary Company are placed on the website of the Company and will be provided to the Members on request.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the Consolidated Financial Statements of the Company with its Joint Venture Company, ChampionX Dai-ichi India Private Limited and Subsidiary Company, Dai-ichi Goseichemicals (India) Limited, duly audited by the Statutory Auditors are attached to the financials.
The statement containing salient features of the financial statement of subsidiary/ associate company/ joint venture are also attached to the financials.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Members of the Company by way of postal ballot dated February 27, 2025, had re-appointed Mrs. Shernaz Vakil (DIN: 00002519) as Chairperson and Whole-time Director of the Company for a period of 3 years commencing from April 1, 2025, to March 31, 2028.
Mr. Adi Jehangir (DIN: 00001752) retires by rotation at the 65th Annual General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible has offered himself for re-appointment. The Board of Directors recommends his re-appointment. A resolution seeking Shareholders' approval for his re-appointment along with other required information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards, forms part of the Notice.
Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on January 23, 2025, appointed Mr. Srinivasan Vishwanathan (DIN: 00208978) as Additional Non-Executive Independent Director of the Company. The Shareholders by way of postal ballot dated February 27, 2025, approved the appointment of Mr. Srinivasan Vishwanathan as Independent Director of the Company, for a period of five years commencing from January 23, 2025 till January 22, 2030, not liable to retire by rotation.
Mr. Cyrus Bagwadia (DIN: 01565989) Independent Director of the Company resigned from the Directorship of the Company with effect from closing of business hours of January 23, 2025 on account of his pre-occupation and personal commitments. He has confirmed that there are no other material reasons for his resignation other than those stated above. The Board acknowledged his significant contribution and guidance as Board and Committee member of the Company during his association as Independent Director of the Company.
Mr. Ashok Hiremath (DIN: 00349345) was appointed as the Independent Director of the Company for the first term of five years effective from September 9, 2020. His office of directorship is due for retirement. After taking into account the performance evaluation of his first term of five years and considering the knowledge, expertise, experience and the substantial contribution he brings to the Board, the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Ashok Hiremath to the Board for a second term of five years. The Board, at its meeting held on May 16, 2025, approved the re-appointment of Mr. Ashok Hiremath as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from September 8, 2025 to September 7, 2030, whose office shall not be liable to retire by rotation, subject to approval of members.
All Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including that of Independent Directors, is provided as part of the Corporate Governance Report.
Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s. Vinod Kothari & Company, Practicing Company Secretaries certifying that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate Governance Report of the Company for the Financial Year 2024-25.
Pursuant to the provisions of Section 203 of the Act, as on March 31, 2025 the Key Managerial Personnel of the Company were Mrs. Shernaz Vakil, Chairperson & Whole-time Director, Ms. Meher Vakil Taff, Managing Director, Mr. Farokh Gandhi, Chief Financial Officer and Mr. Ankit Shah, Company Secretary & Compliance Officer.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by the Directors, the Board of Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:
• In the preparation of the annual accounts, for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit and loss of the company for that period;
• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• The annual accounts have been prepared on a ‘going concern' basis;
• Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively;
• Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors and its committees. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairperson & Whole-time Director and Managing Director of the Company were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:
Details regarding Board / Committees of the Board, its composition, number of meetings held, terms of reference, policies adopted are provided under the Corporate Governance Report forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuant to Section 135 of the Companies Act, 2013. Details regarding CSR Committee, its composition, terms of reference, policy adopted are provided under the Corporate Governance Report forming part of the Annual Report.
In view of average net losses for the last three financial years as computed under Section 198 of the Companies Act, 2013, the Company was not mandated to undertake Corporate Social Responsibility activities during the financial year 2024-25 and the Company ceases to meet the criteria of Section 135(1) of the Companies Act, 2013 for the immediately preceding financial year, accordingly the provisions for calling CSR Committee meeting, spending and reporting on Corporate Social Responsibility activities was not applicable for FY 2024-25.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2024-25 was in conformity with the Nomination and Remuneration Policy of the Company.
The disclosures pertaining to remuneration of Directors and employees of the Company and other details as required under Section 197(12) of the Act read with Rule 5(1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming part of the Directors' Report for the year ended March 31, 2025 is annexed herewith as “Annexure - I” to this Report.
AUDITORS AND AUDIT REPORTS:STATUTORY AUDITORS AND THEIR REPORT:
At the 62nd Annual General Meeting of the shareholders of the Company held on June 29, 2022, B S R & Co. LLP were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 62nd Annual General Meeting upto the conclusion of 67th Annual General Meeting of the Company. Details of the remuneration paid to B S R & Co. LLP Chartered Accountants, Statutory Auditors, during financial year 2024-25 are disclosed in the Corporate Governance Report, which forms part of the Annual Report.
During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or Board under Section 143(12) of the Act. The Auditors' Report on the Financial Statements, both Standalone and Consolidated for the financial year ended March 31, 2025 does not contain any qualifications, reservations or adverse remarks and forms part of Annual Report.
The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.
INTERNAL AUDITORS:
Forvis Mazars, Chartered Accountants are the Internal Auditors of the Company for the F.Y 2024-25. The Management regularly reviews the findings of the Internal Auditors and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditors.
SECRETARIAL AUDITORS AND THEIR REPORTS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinod Kothari & Company, a firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2024-25 and the Secretarial Audit Report is annexed herewith as ‘Annexure II'. There is no reservation, qualification or adverse remark in their Report.
Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report from M/s. Vinod Kothari & Company, for the financial year ended March 31, 2025, confirming compliance of the applicable SEBI Listing Regulations and circulars/ guidelines issued thereunder, by the Company and the said is available on the Company's website and can be accessed at website of Company at https://www.dai-ichiindia.com/investor/. There is no reservation, qualification or adverse remark in their Report.
In compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act, Board of Directors at their meeting held on May 16, 2025, have approved the appointment of M/s. Vinod Kothari & Company, a peer reviewed firm, as the Secretarial Auditors of the Company on such remuneration as decided by the Board and the Secretarial Auditors to hold office for a period of five years from the F.Y. 2025-26 upto the F.Y. ended 2029-30, subject to approval of shareholders at the 65th Annual General Meeting.
COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by the Company and the same are required to be audited. The Company, accordingly, maintains the required cost accounts and records. The Company had appointed M/s. Diwanji & Associates, Cost Accountants, Firm's Registration No. 100227, as the Cost Auditor for the financial year ended March 31, 2025, and the Cost Audit Report when submitted by them, will be duly filed with the Ministry of Corporate Affairs.
In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly, the matter relating to ratification of the remuneration payable to M/s. Diwanji & Associates as the Cost Auditor of the Company for the financial year ending March 31, 2026 is being placed at the 65th Annual General Meeting.
HEALTH, SAFETY & ENVIRONMENT:
The Company places the highest priority on employee health and safety, protection of assets, and environmental sustainability. HSE considerations are embedded across all operations, from product design to delivery. The Company successfully completed the DNV-GL periodic re-certification audit for ISO 14001:2018 and ISO 45001:2018.
a) Health
• Maintenance of sanitation and hygiene at workplaces and canteens.
• Medical examinations every six months for employees in hazardous areas.
• Regular health awareness sessions and trainings.
• Operational Occupational Health Center with 24x7 nurse and part-time Factory Medical Officer.
b) Safety
• GAP audit for Responsible Care (RC) logo requirements initiated.
• Regular HIRA reviews as per ISO 45001 guidelines.
• Strengthened MOC procedures with risk analysis and safety reviews.
• Quarterly mock drills and classroom training exceeding statutory requirements.
• Bi-monthly Central Safety Committee meetings and trend analysis.
• Celebrations of national safety and environmental events with employee participation.
• Advanced firefighting and emergency response systems in place.
c) Environment
• Valid Consent to Operate (CTO) and regular monitoring of environmental compliance.
• Effluent Treatment Plant (ETP) with SUF technology for water reuse.
• Closed-loop operation of vacuum pumps to minimize water consumption.
• Environmental compliance assured through inspections and audits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo for F.Y ended March 31, 2025, as required to be disclosed under the Act, is annexed herewith as ‘Annexure III'
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has not provided any loan or given any guarantee / security to any person during the financial year ended March 31, 2025.
Details of investment made by the Company are provided in the financial statements, under Investment Schedule.
DEPOSITS:
The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, during the financial year ended March 31, 2025.
RELATED PARTIES TRANSACTIONS:
All Related Party Transactions that were entered into during the financial year ended March 31, 2025, were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirement) Regulation 2015 (“Listing Regulations”). Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
1. As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at the 64th Annual General Meeting, by passing necessary resolution for Material Related Party Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited (CXDI), to be entered from the conclusion of the 64th Annual General Meeting (AGM) upto the date of the 65th AGM, upto a maximum aggregate value of ' 50 Crores (Rupees Fifty Crores only), at an arm's length basis and in the ordinary course of business.
2. As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of shareholders by way of postal ballot on February 27, 2025, by passing necessary resolution for Material Related Party Transactions for purchase of goods from Indian Oxides and Chemicals Private Limited (IOCL), to be entered from the date of approval of shareholders upto the conclusion of the 65th AGM, upto a maximum aggregate value of ' 50 Crores (Rupees Fifty Crores only), at an arm's length basis and in the ordinary course of business.
Approval of members is being sought for Material Related Party Transactions for Sale of Goods to CXDI and Purchase of Goods from IOCL at the ensuing 65th AGM.
All the Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
Details of Related Party Transaction Policy are provided in Corporate Governance Report.
ANNUAL RETURN:
As required under Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 is hosted on the website of the Company - https://www.dai-ichiindia.com/wp-content/uploads/2025/07/Draft-Annual-Return-for-FY-2024-25.pdf
CORPORATE GOVERNANCE:
In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), a detailed report on Corporate Governance is included in the Annual Report. M/s. Vinod Kothari & Company, Practicing Company Secretaries, who are also the “Secretarial Auditors” of the Company, have certified that the Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.
RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy which identifies elements of risk and the measures to counter it. The policy is reviewed by the Board every year, at the first Board Meeting held after the commencement of the financial year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Vigil Mechanism/ Whistle Blower Policy of the Company to enable the Directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.
Vigil Mechanism/ Whistle Blower Policy of the Company is available on the Company's website and can be accessed at website of Company at www.dai-ichiindia.com
During the financial year 2024-25, there were no complaints received or reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the financial year 2024-25 there were no complaints with allegations of any sexual harassment received or reported. CREDIT RATING:
The Company's Banking loan facilities are rated by CRISIL Ratings Limited (CRISIL). During the F.Y 2024-25, CRISIL has reviewed the company's credit rating and has provided their review letter, wherein our short term rating is re-affirmed as CRISIL A4 and the long term rating at CRISIL BB /Stable.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF:
Pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. As a result, the unclaimed/unpaid dividend pertaining to the Financial Year 2016-17 which remained unpaid and unclaimed for a period of 7 years has been transferred by the Company to the IEPF, during the Financial Year 2024-25.
The Company has uploaded the details of unclaimed/unpaid Dividend for the financial year 2016-17 onwards on its website at https://www.dai-ichiindia.com/investor/and on website of the Ministry of Corporate Affairs i.e. www.mca.gov.in. Further, the unpaid final dividend amount pertaining to the financial year 2017-18 will be transferred to IEPF during the Financial Year 2025-26.
TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) ACCOUNT:
Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all the equity shares of the Company in respect of which dividend amounts have not been paid or claimed by the Shareholders for seven consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund Authority (IEPF Authority).
Accordingly, 5508 equity shares belonging to 38 Shareholders of the Company were transferred to Demat Account of IEPF Authority during the financial year 2024-25. The Company had sent individual notice to all the aforesaid members and had also published the notice in the leading English and Marathi newspapers. The details of the aforesaid members are available on website of the Company at https://www.dai-ichiindia.com/investor/.
The Company is in compliance with the aforesaid provisions and the IEPF Rules.
NODAL OFFICER:
The Company has appointed Mr. Ankit Shah, Company Secretary & Compliance Officer, as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company at https://www.dai-ichiindia.com/investor/.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:
During the financial year under review, there were no significant and material orders passed by the regulators or courts or tribunals which impact the Company's going concern status and its operations in the future.
PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE:
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.
ONE-TIME SETTLEMENT:
The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI), and notified by the Ministry of Corporate Affairs of India.
LISTING:
The Equity Shares of your company are presently listed on BSE Limited and the Company has paid the annual listing fees for the financial year 2025-26.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the contribution made by the employees of the Company. The Directors wish to convey their appreciation to the Banks, dealers and other business associates and the shareholders for their continuous trust and support.
CAUTIONARY NOTE:
Certain statements in the Directors' Report and Management & Discussion Analysis section may be forward looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.
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