Amal Ltd — Others, 06-08-2025: AGM/EGM

August 06, 2025

BSE Listing portal

Manager

BSE Ltd

Listing department

Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai 400 001

Scrip ID – AMAL, Scrip code – 506597

Dear Sir:

Sub: Notice of the 51st Annual General Meeting of the Company

We submit Notice of the 51st Annual General Meeting (AGM) of the Company for the record

of the stock exchange.

Kindly acknowledge the receipt of the above.

Thank you,

Very truly yours,

For Amal Ltd

(Ankit Mankodi)

Company Secretary

----------------Page (0) Break----------------

59

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

Notice

NOTICE is hereby given that the 51st Annual General Meeting of the members of Amal Ltd will be held on Friday,

August 29, 2025, 10:30 am through video conferencing | other audiovisual means to transact the following

businesses:

Ordinary business

1. To receive, consider and adopt:

a) the audited Standalone Financial Statements of the Company for the financial year ended on March

31, 2025, and the Reports of the Directors and the Auditors thereon and

b) the audited Consolidated Financial Statements of the Company for the financial year ended on March

31, 2025, and the Report of the Auditors thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mr Gopi Kannan Thirukonda (DIN: 00048645), who retires by rotation

and being eligible, offers himself for reappointment.

Special business

4. To consider and, if thought fit, to pass with or without modifications, the following resolution as an ordinary

resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and Rules made

thereunder (the Act), the provisions of regulation 23(4) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), and any other

applicable provisions for the time being in force (including any statutory amendments, modifications or re-

enactments, variations thereof), the Policy on Related Party Transactions (the Policy) of the Company and

such approvals, consents and permissions as may be necessary from time to time, on the recommendation

of the Audit Committee and the Board of Directors of the Company (hereinafter referred to as “Board”

which term shall be deemed to include the Audit Committee of the Board to exercise its powers conferred

by this resolution), and in supersession of the resolution passed by the members at their meeting held on

September 05, 2024, the approval of the members be and is hereby accorded to the Board to enter into

and | or to continue with arrangements | contracts | agreements | and transactions (whether individual

transaction or transactions taken together or a series of transactions or otherwise), by the Company

and Amal Speciality Chemicals Ltd (ASC), a material wholly-owned unlisted subsidiary company of the

Company with Atul Ltd (Atul) (the related party), whether by way of continuations or renewals or extensions

or modifications of earlier arrangements | transactions or as fresh and independent transactions or series

of transactions or otherwise, as mentioned in the explanatory statement, notwithstanding the fact that

all such transactions for each of the financial years 2025-26 and 2026-27, whether individually and | or

taken together in the aggregate may exceed ` 1,000 crores or 10% of the annual consolidated turnover

as per the last audited financial statements of the Company, whichever is lower, or any other material

threshold as may be applicable under law | regulations from time to time, provided that such arrangements |

contracts | agreements | transactions shall be carried out at an arm’s length basis and in the ordinary

course of business of the Company not exceeding the limits as set out in the table below.

----------------Page (1) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

60

(` lakh)

No.Transaction byName of

related party

Nature of transaction2025-262026-27

1.Amal LtdAtul LtdSale | Purchase of goods and services8,5628,562

Reimbursement | Recovery of expenses2525

Others307307

2.Amal Speciality

Chemicals Ltd

Atul LtdSale | Purchase of goods and services16,98016,980

Reimbursement | Recovery of expenses100100

Others332332

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts,

deeds, matters and things, as may be necessary and as it may deem fit at its absolute discretion and to

take all such steps as may be required in this connection including finalising and executing necessary

documents, contracts, schemes, agreements and such other documents as may be required, seeking all

necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such

issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions herein

conferred to, without being required to seek further consent or approval of the members or otherwise to

the end and intent that the members shall be deemed to have given their approval thereto expressly by

the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers

herein conferred to any of the Directors or Chief Financial Officer or Company Secretary or any other

officer(s) | authorised representative(s) of the Company, to do all such acts and take such steps, as may

be considered necessary or expedient, to give effect to the aforesaid resolutions.

RESOLVED FURTHER THAT all actions taken by the Board, or any other person so authorised by the

Board, in connection with any matter referred to or contemplated in this resolution, be and are hereby

approved, ratified and confirmed in all respects.

5. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary

resolution:

“RESOLVED THAT pursuant to Regulation 24A (1) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, (the Regulations) (including any statutory

modification(s) or reenactment thereof), SPANJ & Associates, Company Secretaries, (FRN: P2014GJ034800

and Peer review certificate number: 6467/2025) be and they are hereby appointed as the Secretarial

Auditors of the Company to hold the office for a term of five consecutive financial years from 2025-26

to 2029-30 at a remuneration to be decided by the Board or its Committee for conducting audit of the

secretarial and related records in accordance with Section 204 of the Companies Act, 2013, the Regulations

and any other applicable provisions for the time being in force.”

6. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a special

resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 and 178, read with

Schedule IV of the Companies Act, 2013, applicable provisions of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other applicable

----------------Page (2) Break----------------

61

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

provisions for the time being in force (including any statutory modification(s) or re-enactment thereof), and

pursuant to recommendation of the Nomination and Remuneration Committee and the Board of Directors,

Dr Mahabaleshwar Ganpat Palekar (Director identification number: 02455892), who was appointed

as an Additional Director (Non-executive Independent Director) of the Company effective August 01,

2025 and in respect of whom the Company has received a notice in writing from a member proposing

her candidature for the office of Director, be and is hereby appointed as an Independent Director of the

Company to hold office for a term of five years from August 01, 2025, to July 31, 2030.

RESOLVED FURTHER THAT the Board of Directors (Board) or any duly constituted Committee of the

Board, be and is hereby authorised to do all such acts, deeds, matters, and things as may be deemed

necessary and | or expedient in connection therewith or incidental thereto, to give effect to the resolution.”

Notes:

01. The 51st Annual General Meeting (AGM) is being held through video conferencing | other audiovisual

means (VC) in accordance with the procedure prescribed in circular number 20/2020 dated May 05,

2020, read with circular number 9/2024 dated September 19, 2024, issued by the Ministry of Corporate

Affairs and circular number SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, read with circular

number SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024, issued by the Securities and

Exchange Board of India (the e-AGM circulars). The members can attend the AGM through VC by following

instructions given in Note number ___ of the Notice. For the purpose of recording the proceedings, the

AGM will be deemed to be held at the registered office of the Company at 310 B, Veer Savarkar Marg,

Mumbai 400 028, Maharashtra, India. The members are requested to attend the AGM from their respective

locations by VC and do not visit the registered office to attend the AGM.

02. Since the Annual General Meeting (AGM) is being held pursuant to the e-AGM circulars through video

conferencing | other audiovisual means, physical attendance of the members has been dispensed with.

Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and

hence, the proxy form, attendance slip and route map of the AGM venue are not annexed to this Notice.

However, a member may appoint a representative as per applicable provisions of the Companies Act,

2013 to attend and | or vote.

03. Copies of the Balance Sheet, the Statement of Profit and Loss, the Directors’ Report, the Auditor’s Report

and every other document required by law to be annexed or attached to the Balance Sheet for the financial

year ended March 31, 2025, are annexed | attached.

04. The Register of Members and Share Transfer Books of the Company will remain closed from August 16,

2025 to August 22, 2025 (both days inclusive).

05. The dividend, if approved, will be paid to those members whose names stand on the Register of Members

on August 14, 2025.

The members holding shares in the electronic form may please note that:

a) Instructions regarding bank details that they wish to incorporate in future dividend warrants must

be submitted to their Depository Participants (DPs). As per the regulation of National Securities

Depository Ltd and Central Depository Services (India) Ltd, the Company is obliged to print bank

details as furnished by these depositories, on the dividend warrants.

----------------Page (3) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

62

b) Instructions already given by the members for shares held in the physical form will not automatically

apply to the dividend paid on shares held in electronic form. Fresh instructions regarding bank details

must be given to the DPs.

c) Instructions regarding the change in address, nomination and power of attorney must be given directly

to the DPs.

06. The members may note that the Income Tax Act, 1961, as amended mandates that dividends paid or

distributed by a company, will be taxable in the hands of the members. The Company will therefore be

required to deduct tax at source (TDS) at the time of making the final dividend. To enable the Company to

determine the appropriate TDS rate. The members are requested to submit the documents in accordance

with the provisions of the Income Tax Act, 1961.

a) For resident members, TDS will be deducted under Section 194 of the Income Tax Act, 1961, at

10% on the amount of dividend declared and paid by the Company during the financial year 2025-

26, provided PAN is registered by the members. If PAN is not registered, TDS will be deducted at

a 20% rate as per Section 206AA of the Income Tax Act, 1961.

However, no tax will be deducted on the dividend payable to resident individuals if the total dividend

to be received by them during the financial year 2025-26 does not exceed ` 10,000.

Separately, in cases where the shareholder provides Form 15G (applicable to any person other

than a company or a firm) | Form 15H (applicable to an individual above the age of 60 years),

provided that the eligibility conditions are being met, no TDS will be deducted.

b) For non-resident members, taxes are required to be withheld in accordance with the provisions

of Section 195 of the Income Tax Act, 1961, at the applicable rates in force. As per the relevant

provisions of the Income Tax Act, 1961, the withholding tax will be at 20% rate (plus applicable

surcharge and cess) on the amount of dividend payable to them. However, as per Section 90

of the Income Tax Act, 1961, the non-resident members have the option to be governed by the

provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax

residence of the members, if they are more beneficial to them. For this purpose, that is, to avail of

the tax treaty benefits, the non-resident members will have to provide the following:

i) Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the

country of which the members are a resident.

ii) Self-declaration in Form 10F submitted at income tax portal if all the details required in this

form are not mentioned in the TRC.

iii) Self-attested copy of the PAN card allotted by the Indian income tax authorities.

iv) Self-declaration, certifying the following points:

• The members are and will continue to remain, tax residents of their respective countries

during the financial year 2025-26.

• The members are eligible to claim the beneficial DTAA rate for the purposes of tax withholding

on the dividend declared by the Company.

• The members have no reason to believe that their claim for the benefits of the DTAA is

impaired in any manner.

• The members are the ultimate beneficial owners of their shareholding in the Company and

dividend receivable from the Company.

----------------Page (4) Break----------------

63

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

• The members do not have a taxable presence or permanent establishments in India during

the financial year 2025-26.

07. Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax

deduction | withholding on dividend amounts.

Application of the beneficial DTAA rate will depend upon the completeness and satisfactory review of

the documents submitted by the non-resident members, by the Company.

08. The Company will arrange to e-mail the soft copies of TDS certificates to the members at their registered

e-mail addresses in due course, post payment of the dividend.

09. An electronic copy of the annual report for 2024-25, including the Notice, which includes the process and

manner of attending the Annual General Meeting through video conferencing | other audiovisual means,

and e-voting is being sent to all the members whose e-mail addresses are registered with the Company |

Depository Participants.

10. Printed copies of the annual report (including the Notice) are not being sent to the members in view of

the e-AGM circulars.

11. The members who have not registered their e-mail addresses are requested to register them with the

Company to receive e-communication from the Company. For registering an e-mail address, the members

are requested to follow these steps:

a) The members holding shares in the physical mode are requested to provide name, folio number, mobile

number, e-mail address, scanned copies of share certificate(s) (both sides), self-attested PAN and

Aadhar card through e-mail on sec@amal.co.in

b) The members holding shares in the dematerialised mode are requested to provide their names,

depository participant and Client IDs, mobile numbers, e-mail addresses, scanned copies of self-

attested client master or consolidated account statements through e-mail on sec@amal.co.in

12. The members may also note that the Notice of the Annual General Meeting and the annual report for

2024-25, will also be available on the website of the Company, www.amal.co.in which can be downloaded.

The electronic copies of the documents that are referred to in this Notice but not attached to it will be

made available for inspection. For inspection, the members are requested to send a request through an

e-mail on sec@amal.co.in with their depository participant ID and client IDs or folio numbers.

13. Electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding,

maintained under the Companies Act, 2013, will be available for inspection by the members on request

by sending an e-mail on sec@amal.co.in

14. The members desiring any information relating to the accounts or have any questions, are requested

to write to the Company on sec@amal.co.in at least seven days before the date of the Annual General

Meeting (AGM) so as to enable the Management to keep the responses ready and expeditiously provide

them at the AGM, as required.

15. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014 and the e-AGM circulars, the Company is pleased to provide

the members with the facility to attend the Annual General Meeting (AGM) through video conferencing

| other audiovisual means (VC) and exercise their right to vote at the AGM by electronic means. The

business will be transacted through remote e-voting prior to and during the AGM. The remote e-voting

----------------Page (5) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

64

period commences on August 26, 2025 (at 9:00 am) and ends on August 28, 2025 (at 5:00 pm). During

this period, the members holding shares either in physical form or in demat form, as of the cut-off date

of August 22, 2025, may cast their votes electronically. The remote e-voting module will be disabled by

CDSL for voting after the said period. Once the votes on a resolution are cast, members who have not

cast their votes through remote e-voting may cast their votes during the AGM by attending the AGM

through VC. The voting rights of the members will be in proportion to their share of the paid-up equity

share capital of the Company as of the cut-off date of August 22, 2025.

15.1 The instructions for remote e-voting for the individual members holding shares in the dematerialised

(demat) form are given below:

Having shareholding with Central

Depository Services (India) Ltd

(CDSL)

a) The members registered on the CDSL Myeasi facility are requested

to follow the steps given below:

i)Log on to web.cdslindia.com/myeasi/home/login using the

existing user ID and password.

ii)Go to the e-voting menu.

iii)Go to the link of the respective e-voting service provider.

iv)Follow the steps given at Note number 15.3 - from steps

b) to g).

b) The members not registered on the CDSL Myeasi facility are

requested to follow the steps given below for the first-time

registration:

i)Go to the Myeasi website:

web.cdslindia.com/myeasitoken/home/login

ii)Click on ‘click here’ to register for Easi.

iii)Enter the 16-digit beneficiary ID.

iv)Enter Permanent Account Number (PAN) in capital letters

followed by first four digits of the date of birth (DoB), in the

DDMM format of the first | sole holder.

v)Tick the checkbox of ‘terms and conditions’ and click on

‘Submit’.

vi)One-time password (OTP) will be sent to the registered

mobile numbers of the members.

vii)Enter the OTP in the OTP box and click on ‘Submit’.

viii)The registration form will appear, fill the form to create a

username, password and an answer to the secret question

and click on ‘Continue’.

ix)The message ‘Successfully registered’ will appear.

x)A list of other demat account(s) available for grouping will

appear.

xi)Select the other demat accounts to club in single login of

Myeasi.

xii)Click on ‘Continue’.

----------------Page (6) Break----------------

65

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

xiii)The message ‘Registration Completed’ will appear.

xiv)Log on to web.cdslindia.com/myeasi/home/login using user

ID and password.

xv)Go to the e-voting menu.

xvi)Go to the link of respective e-voting service provider.

xvii)Follow the steps given at Note number 15.3 - from steps

b) to g).

Having shareholding with

National Securities Depository

Ltd (NSDL)

a) The members registered on the NSDL IDeAS facility are requested

to follow the steps given below:

i)Log on to eservices.nsdl.com

ii)Go to the IDeAS section and log in through Beneficial Owner

using the existing user ID and password.

iii)Click on ‘Access to e-voting’.

iv)Click on ‘e-voting’.

v)Follow the steps given at Note number 15.3 - from steps

b) to g).

b) The members not registered on the NSDL IDeAS facility are

requested to follow the steps given below for the first-time

registration:

i)Go to the IDeAS website: eservices.nsdl.com

ii)Click on ‘Register online for IDeAS’.

iii)Enter the eight-character depository participant (DP) ID

followed by the eight-digit client ID and registered mobile

number.

iv)Select any of the following options for the verification of

the demat account: Option 1: Bank account – enter the

last four digits of the bank account. Option 2: One-time

password (OTP) – enter the six-digit OTP sent on the

registered mobile number.

v)Fill in personal information and click on ‘Submit’.

vi)Confirm details.

vii)A message ‘Successfully registered’ will appear.

viii)Log on to eservices.nsdl.com

ix)Go to the IDeAS section and log in through ‘Beneficial

Owner’using the user ID and password.

x)Click on ‘Access to e-voting’.

xi)Click on ‘e-voting’.

xii)Follow the steps given at Note number 15.3 - from steps b) to g).

----------------Page (7) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

66

Log in through Depository

Participants

a)E-voting can be done through Depository Participant registered

with NSDL | CDSL by using login credentials of the demat account.

b)Click on the e-voting option and the members are redirected to

the NSDL | CDSL Depository website.

c)Click on the e-voting link to cast the e-vote.

d)Follow the steps given at Note number 15.3 - from steps b) to g).

Log in through Depository by

OTP

Alternatively, the members can directly access e-voting without

registration, through OTP as below:

a)The members holding shares with CDSL may log on to www.

cdslindia.com and click on “e-voting”, enter the DP ID followed

by the eight-digit client ID and PAN.

b)The members holding shares with NSDL may log on to the

www.evoting.nsdl.com and click on ‘Shareholder | Member’,

enter the DP ID followed by the eight-digit client ID.

The system will authenticate the members by sending OTP on

registered mobile numbers and e-mail addresses as recorded

with the DPs. After successful authentication, the members will

be provided the links for e-voting. Follow the steps given at Note

number 15.3 - from step a) to g).

15.2 The instructions for remote e-voting by the members other than those referred in Note number 15.1 are

as under:

a) Log on to the e-voting website: www.evotingindia.com

b) Click on the ‘Shareholders’ tab.

c) Enter user ID as determined in the following table:

User ID for the members holding

shares in the demat form with CDSL

the 16-digit beneficiary ID

User ID for the members holding

shares in the demat form with NSDL

the eight-character depository participant (DP) ID

followed by the eight-digit client ID

User ID for the members holding

shares in the physical form

the folio numbers of the shares held in the Company

d) Enter image verification details as displayed on the screen and click on ‘Login’.

15.3 The members who are already registered with CDSL and have exercised e-voting through www.

evotingindia.com earlier may follow the steps given below:

a) Use the existing password.

b) Click on the electronic voting serial number 250612006 of Amal Ltd to vote.

c) The ‘Resolution description’ message will appear on the e-voting page with ‘Yes | No’ options for

e-voting. Select the option ‘Yes’ or ‘No’ as desired. The option ‘Yes’ implies assent and the option

‘No’ implies dissent to the resolution.

----------------Page (8) Break----------------

67

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

d) Click on the ‘Resolutions file link’ to view the details.

e) After selecting the resolution, click on the ‘Submit’ tab. A confirmation box will be displayed. To

confirm vote, click on ‘OK’; else click on ‘Cancel’.

f) After voting on a resolution, the members will not be allowed to modify their votes.

g) A print of the e-voting done may be taken by clicking the ‘Click here to print’ tab on the e-voting page.

h) In case, the members holding shares in the demat form forget their passwords, they can enter the

User ID and the image verification details and click on ‘Forgot password’ to generate a new one.

15.4 The members (holding shares in the demat | physical form) who are not already registered with CDSL

and are using the e-voting facility for the first time may follow the steps given below:

a) Register as under:

i) The members who have already submitted their Permanent Account Number (PAN) to

the Company | DP may enter their 10-digit alpha-numeric PAN issued by the Income

Tax department. Others are requested to use the sequence number in the PAN field. The

sequence number is mentioned in the e-communication.

ii) Enter the date of birth (DoB) as recorded in the demat account or in the records of the

Company for the said demat account or folio in the dd | mm | yyyy format

or

iii) Enter the dividend bank details (DBD) as recorded in the demat account or in the records

of the Company for the said demat account or folio

or

iv) If the DoB or DBD details are not recorded with the DP or the Company, enter the Member

ID | folio number in the DBD field as under:

User ID for the members holding

shares in the demat form with CDSL

the 16-digit beneficiary ID

User ID for the members holding

shares in the demat form with NSDL

the eight-character DP ID followed by the eight-

digit client ID

User ID for the members holding

shares in the physical form

the folio number of the shares held in the Company

b) After entering these details appropriately, click on ‘Submit’.

c) The members holding shares in the physical form will reach the ‘Company selection’ screen.

However, the members holding shares in the demat form will reach the ‘Password creation’ menu

and will have to enter the login password in the ‘new password’ field. It is strongly recommended

not to share the password with any other person and take utmost care to keep it confidential.

d) The members holding shares in the physical form can use login details only for e-voting on the

resolutions contained in this Notice.

e) Click on the electronic voting serial number 250612006 of Amal Ltd to vote.

f) Follow the steps given in Note number 15.3 - from steps c) to g).

----------------Page (9) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

68

15.5 Note for the non-individual members and the custodians:

a) The non-individual members (that is, other than individuals, Hindu Undivided Family, non-resident

individual) and custodians are required to log on to www.evotingindia.com and register themselves

as ‘Corporates’.

b) A scanned copy of the registration form bearing the stamp and sign of the entity will be e-mailed

by the members to helpdesk.evoting@cdslindia.com

c) After receiving the login details, a ‘Compliance user’ will be created using the admin login and

password. The compliance user will be able to link the account(s) for which they wish to vote.

d) The list of accounts will be e-mailed to helpdesk.evoting@cdslindia.com and on approval of the

accounts, votes can be cast.

e) A scanned copy of the Board Resolution and Power of Attorney issued in favour of the Custodian,

if any, will have to be uploaded in the portable document format in the system for verification by

the scrutiniser.

15.6 The members can also use the mobile application ‘m-Voting’ of CDSL for e-voting using their e-voting

credentials.

15.7 The instructions for e-voting during the AGM are as under:

a) The facility for voting through ballot | polling paper will not be available. The members attending

the AGM through VC and those who have not cast their votes through remote e-voting will be

able to exercise their voting rights during the AGM through the e-voting facility. The members who

have already cast their votes through remote e-voting may attend the AGM, but will not be able

to cast their votes again.

b) The procedure for e-voting during the AGM is the same as per the instructions mentioned in Note

numbers 15.1 and 15.5, as the case may be, for remote e-voting.

i) Only those members who will be present at the AGM through VC and have not cast their

votes on the resolutions through remote e-voting and are otherwise not barred from doing

so, will be eligible to vote through the e-voting system available in the AGM.

ii) If any votes are cast by the members through e-voting available during the AGM without

participating in the AGM through VC, then the votes cast by such members will be

considered invalid as the facility of e-voting during the AGM is available only to the members

participating in the AGM.

15.8 The Company has provided the VC facility to the members to attend the AGM in accordance with e-AGM

circulars on a first-come-first-served basis. Promoters, large shareholders (holding 2% or more shares

in the Company), Directors, Key Managerial Personnel, Auditors and the Chairmen of Committees of the

Board, can participate in the AGM through VC without restriction on a first-come, first-served basis. The

instructions for attending the AGM through VC are as under:

a) The individual members holding shares in the demat form can log in at any time starting from

10:00 am on August 29, 2025, as per Note number 15.1 to 15.5, as the case may be.

b) Other members can log in to www.evotingindia.com during any time starting from 10:00 am on

August 29, 2024, and follow the steps mentioned below:

----------------Page (10) Break----------------

69

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

i) Click on the ‘Shareholders | Members’ tab.

ii) The ‘Shareholders | Members’ message will appear, enter user ID | verification code and

click on the ‘Log in’ tab. If the members are not having remote e-voting login credentials,

then they may create the same by following the instructions given in Note number 15.1 to

15.5, as the case may be.

iii) When ‘Character validation’ is successful ‘Kindly enter other login details to proceed’ appears.

Enter the password in the ‘Password’ tab and click on the ‘Submit’ tab.

c) When the ‘Member voting screen’ appears, click on the ‘Click here’ tab on the ‘Live Streaming’

column.

d) When the message ‘This is an external link, are you sure you want to continue?’ appears, click on

the ‘OK’ tab to proceed.

e) When ‘Event information’ appears, enter first name and last name and click on the ‘Join now’ tab.

f) When ‘Meeting room joining confirmation’ appears, click on the ‘Join event’ tab.

The members are encouraged to join the meeting through laptops for a better experience. The members

will be required to ensure high-definition web cameras and high-speed internet connectivity to avoid

any disturbance during the AGM. The participants connecting through mobile devices | tablets | laptops

using mobile hotspots may experience audio | video loss due to fluctuations in their respective networks.

It is therefore recommended to use a stable Wi-Fi | LAN connection to mitigate such possible glitches.

15.9 The members who wish to express their views | ask questions during the AGM are requested to register

themselves as speakers by providing their names, demat account numbers | folio numbers, e-mail

addresses, mobile | telephone numbers along with questions, if any, to the Company on sec@amal.co.in

Such requests need to reach the Company at least seven days before the date of the AGM.

15.10 Those members who have registered themselves as speakers may only be allowed to express their views

| ask questions during the AGM.

15.11 In case of queries or issues regarding e-voting, the members may refer to the ‘Frequently asked questions’ and

e-voting manual available at www.evotingindia.com, under the ‘Help’ section or write an e-mail to

helpdesk.evoting@cdslindia.com

15.12 SPANJ & Associates, Company Secretaries have been appointed as the Scrutiniser to scrutinise the remote

e-voting and the voting process at the AGM in a fair and transparent manner. The Scrutiniser will, within

a period, not exceeding three working days from the conclusion of the e-voting period unblock the votes

in the presence of at least two witnesses not in the employment of the Company and make a Scrutiniser’s

Report of the votes cast in favour or against, if any, and forward it to the Chairman of the Company.

15.13 The results will be declared at or after the AGM. The results declared along with the report of the Scrutiniser

will be placed on www.amal.co.in, the website of the Company and on www.evotingindia.com the website

of CDSL within two days of passing of the resolutions at the AGM and also will be communicated to the

BSE Ltd.

16. The members may send their comments on or suggestions for improvement of the annual report by e-mail

to sec@amal.co.in

----------------Page (11) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

70

17. At the ensuing Annual General Meeting, Mr Gopi Kannan Thirukonda retires by rotation and being eligible,

offers himself for reappointment. The information or details required as per Regulation 36(3) of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, pertaining to him are as under:

NameMr Gopi Kannan Thirukonda

Date of birthMarch 30, 1959

Brief résuméMr Gopi Kannan Thirukonda is a Director of the Company

since 2010. He is a Member of the Stakeholders’ Relationship

Committee and Corporate Social Responsibility Committee

of the Board.

Mr Gopi Kannan has about four decades of experience in

various capacities and is currently the Whole-time Director.

He heads Assurance, Finance, Information Technology and

Legal functions of Atul Ltd.

Mr Gopi Kannan is a Member of the Institute of Chartered

Accountants of India, the Institute of Cost and Management

Accountants of India and the Institute of Company

Secretaries of India and holds a postgraduate diploma

in Management from the Indian Institute of Management,

Ahmedabad.

Directorship in other companiesPublic companies

Atul Bioscience Ltd

Atul Finserv Ltd – Chairman

Atul Fin Resources Ltd

Atul Ltd

Atul Nivesh Ltd

Atul Polymers Products Ltd – Chairman

Atul Rajasthan Date Palms Ltd

Rudolf Atul Chemicals Ltd

Foreign companies

Atul China Ltd – Chairman

Membership in committees of other

companies

Chairman of committee

Rudolf Atul Chemicals Ltd – Corporate Social

Responsibility Committee

Member of committees

Atul Ltd – Stakeholders Relationship Committee

Atul Ltd – Risk Management Committee

Atul Bioscience Ltd – Audit Committee

Rudolf Atul Chemicals Ltd – Audit Committee

Rudolf Atul Chemicals Ltd – Nomination and Remuneration

Committee

----------------Page (12) Break----------------

71

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

NameMr Gopi Kannan Thirukonda

Cessation from Directorship of listed

company in past three years

Nil

Number of shares held in the CompanyNil

Relationship with other DirectorsNil

Registered office: By order of the Board of Directors

310 B, Veer Savarkar Marg, Dadar (West)

Mumbai 400 028 (Rajeev Kumar)

India Managing Director

Corporate identity number: L24100MH1974PLC017594 DIN: 07731459

July 11, 2025

Explanatory statement

The following explanatory statement, as required by Section 102 of the Companies Act, 2013 and Regulation

36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation,

2015, sets out material facts, including the nature and concern or interest of the Directors in relation to item

numbers 4, 5 and 6 mentioned in the accompanying Notice:

Item number 4

Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (the Listing Regulations), requires approval of the members in case of transaction with related

party exceeds ` 1,000 cr or 10% of the annual consolidated turnover of the listed entity as per the last audited

financial statements, whichever is lower (materiality transactions).

In compliance with Regulation 23(4) of the Listing Regulations, approval of the members was obtained at the

50th Annual General Meeting held on September 05, 2024 for proposed transactions of 2025-26 and 2026-27

however due to the present market situation, the transactions value needs modification.

Considering the industry in which the Company and Amal Speciality Chemicals Ltd (ASC), material wholly-

owned subsidiary company of the Company operate, both work closely with related parties to achieve business

objectives and enters into various operational transactions with related parties, from time to time, in the ordinary

course of business and on an arm’s length basis.

The annual consolidated turnover of the Company for the financial year ended on March 31, 2025, is

` 13,532 lakh. Amongst the transactions with Atul Ltd (Atul), a related party, the revised estimated value of the

transaction entered into | to be entered into during financial years 2025-26 and 2026-27, may exceed the threshold

and hence the transactions by the Company and ASC with Atul will be material related party transactions. The

Company is approaching the members for approval of the revised material related party transaction for financial

years 2025-26 and 2026-27 as set out in the resolution.

The transactions with Atul will help the Company and ASC to achieve synergies and economies of scale and

will be in the best interest of the members. Further, the transactions will help bring efficiency in operational and

----------------Page (13) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

72

logistics costs, strengthen sustainability and leverage the knowledge pool across functions. In the interest of

the Company, the similar transactions were already approved by the members for the financial year 2023-24

and 2024-25.

The relevant information pertaining to material-related party transactions with Atul as required under the SEBI

Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, is given below:

No.ParticularsDetails | information pertaining to transactions

1Nature of relationshipAtul Ltd is promoter company of the Company. It

holds 49.86% equity shares along with Atul Finserv

Ltd in the Company.

2Nature, material terms, monetary value, tenure

and particulars of contracts or arrangement

Arm’s length at mutually agreed terms and conditions

3Any advance paid or received for the contract or

arrangement, if any

Nil

4A statement that the valuation or other external

report, if any, relied upon by the listed entity in

relation to the proposed transaction will be made

available through the registered email address of

the shareholders

The proposed transactions have been evaluated

by an independent valuer in terms of pricing and

arm’s length criteria and the report confirms that the

proposed transactions are at an arm’s-length and in

the ordinary course of business.

5Percentage of the Company’s annual consolidated

turnover for the immediately preceding financial

year 2024-25, that is represented by the value of

the proposed related party transactions

Transaction by:

Amal Ltd with Atul Ltd: 16%

Amal Speciality Chemicals Ltd with Atul Ltd: 19%

6Justification for why the proposed transaction is

in the interest of the listed entity

The transactions will help the Company and ASC

achieve synergy and economies of scale. Further,

the above transactions will help bring efficiency

in operational and logistics costs, strengthen

sustainability and leverage knowledge pool across

functions. In the interest of the Company, similar

transactions were already approved by the members

for the years 2023-24 and 2024-25.

7If the transactions relate to any loans, inter-corporate

deposits, advances or investments made or given by

the listed entity or its subsidiary

Not applicable

a) Details of the source of funds in connection

with the proposed transaction

Not applicable

b) Where any financial indebtedness is incurred

to make or give loans, inter-corporate deposits,

advances or investments:

i) nature of indebtedness

ii) cost of funds

iii) tenure

Not applicable

----------------Page (14) Break----------------

73

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

No.ParticularsDetails | information pertaining to transactions

c) Applicable terms, including covenants, tenure,

interest rate and repayment schedule, whether

secured or unsecured; if secured, the nature of

security

Not applicable

d) The purpose for which the funds will be

utilised by the ultimate beneficiary of such funds

pursuant to the RPT

Not applicable

8Approval of Audit Committee of the CompanyThe proposed transactions with the related party

have been approved and recommended by the

Audit Committee of the Company, comprising only

of Independent Directors.

9Any other information that may be relevantAll relevant information forms part of the statement

setting out material facts, pursuant to Section

102(1) of the Companies Act, 2013, forming part of

this Notice.

The members may note that the Company and ASC have been undertaking such transactions of a similar nature

with the related party in the past financial years, in the ordinary course of business and on an arm’s length after

obtaining requisite approvals from the Audit Committee | the Members of the Company.

The maximum annual value of the proposed transactions with Atul Ltd is estimated on the basis of current

transactions and future business projections.

The Board of Directors have approved the transaction with Atul Ltd, upon the recommendation of the Audit

Committee and recommended the same for the approval of the members.

Pursuant to Regulation 23 of the Listing Regulations, the members may also note that no related party of the

Company shall vote to approve the resolution set out in item number 4 of the Notice whether the entity is a

related party to the particular transaction or not.

Accordingly, the Board recommends the resolution at item number 4 in relation to material related party

transactions with Atul Ltd.

Memorandum of interest

Except Mr Sunil Lalbhai, Chairman of the Company, who is a promoter and the Chairman and Managing Director

of Atul Ltd, Mr Gopi Kannan Thirukonda, Non-executive Director of the Company, who is the Whole-time Director

and Chief Financial Officer of Atul Ltd and the Whole-time Key Managerial Personnel of the Company who are

Senior Management Personnel of Atul Ltd, none of the other Directors of the Company and their relatives are

concerned or interested, financially or otherwise, in the resolution set out at item number 4.

Item number 5

In pursuance of Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (the Regulations), Secretarial Auditors may be appointed for a term

of five consecutive years with the approval of the members. The Board of Directors, at its meeting held on July

11, 2025, subject to the approval of the members, approved the appointment of SPANJ & Associates, Company

Secretaries (SPANJ) as the Secretarial Auditors for a period of five consecutive financial years from 2025–26

----------------Page (15) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

74

to 2029–30, to conduct the audit of the secretarial and related records in accordance with Section 204 of the

Companies Act, 2013 and the Regulations.

SPANJ was appointed as the Secretarial Auditors of the Company from 2021-22 onwards. SPANJ is a peer-

reviewed firm with four partners and other professionals. It has offices in Ahmedabad and Mumbai. The

size, quality of audit services and volume of operations of SPANJ are commensurate with the size and audit

requirements of the Company.

SPANJ has provided its consent to act as the Secretarial Auditors and confirmed its eligibility for appointment,

which, if made, will be in compliance with applicable laws.

The remuneration to be paid to SPANJ will be mutually agreed between the Board of Directors or its Committee

and the Secretarial Auditors.

The Board recommends the resolution at Item number 5 in the Notice, relating to the appointment of SPANJ as

the Secretarial Auditors, for approval by the members as an ordinary resolution.

Memorandum of interest

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested,

financially or otherwise, in the said resolution.

Item number 6

The Board of Directors (Board), on the recommendation of the Nomination and Remuneration Committee,

appointed Dr Mahabaleshwar Ganpat Palekar as an Additional Director effective August 01, 2025. Subject to

the approval of the members, the Board also appointed Dr Palekar as an Independent Director for a term of five

consecutive years from August 01, 2025, to July 31, 2030.

His brief résumé is as under:

NameDr Mahabaleshwar Ganpat Palekar

Date of birthOctober 14, 1957

Brief résuméDr Mahabaleshwar Ganpat Palekar has about three decades of

experience in management and strategic planning. He is currently

associated with Greenmax International Trading Ltd, UK and

Avejak Chemicals, India as a business advisor and stakeholder.

Dr Palekar was the President – Pharmaceuticals Business of Atul

Ltd and the Managing Director of Atul Bioscience Ltd from May

2007 to May 2014. He was the Regional Business Director – Asia

Pacific and Middle East, and a Director in Rhodia India from October

1996 to April 2007.

Dr Palekar holds a degree in Chemical Engineering from the

University of Mumbai and a doctoral degree in Technology from

Institute of Chemical Technology, Mumbai.

----------------Page (16) Break----------------

75

Corporate

Overview

Performance

Overview

Financial

Statements

Governance

Overview

Statutory

Reports

NameDr Mahabaleshwar Ganpat Palekar

Directorship in other companiesPublic companies

Camlin Fine Sciences Ltd

Private companies

EBP India Pvt Ltd

ICT-NICE Venture Incubator and Foundation

M3A Family Office, UAE and companies under M3A viz. SouthSalts

and Condivio

As a technical Partner | Advisor | Stakeholder

Avejak Chemicals, Bangalore

Greenmax International Trading Ltd

Membership in committees of other

companies

Chairman of committee

Camlin Fine Sciences Ltd – Corporate Social Responsibility

Committee

Member of committees

Camlin Fine Sciences Ltd – Audit Committee

Camlin Fine Sciences Ltd – Nomination and Remuneration

Committee

Camlin Fine Sciences Ltd – Investment Committee

Cessation from directorship of listed

company in past three years

Nil

Relationship with other DirectorsNone

Number of shares held in the CompanyNil

Dr Palekar being eligible in terms of Section 149 and other applicable provisions of the Companies Act, 2013,

offers himself for appointment. It is proposed to appoint him as an Independent Director for five consecutive

years from August 01, 2025 to July 31, 2030. A notice has been received from a member proposing Dr Palekar

as a candidate for the office of Director of the Company.

In the opinion of the Board, Dr Palekar:

i. possesses rich experience and expertise relevant to the Company

ii. fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder

iii. is independent of the Management

Given the above, the Board is of the view that his association will be beneficial to the Company.

A copy of the draft letter for the appointment of Dr Palekar as an Independent Director, setting out the terms

and conditions, will be available for inspection, without any fee, by the members at the registered office of the

Company during normal business hours on any working day.

----------------Page (17) Break----------------

Amal Ltd | Annual Report 2024-25

Amal Ltd

76

Dr Palekar does not hold by himself or together with her relatives, two percent or more of the total voting power

of the Company.

Accordingly, the Board recommends the resolution in item number 6 in relation to the appointment of Dr Palekar

as an Independent Director for a term of five consecutive years for the approval of the members as a special

resolution.

Memorandum of interest

Except for Dr Palekar, being an appointee, none of the Directors and Key Managerial Personnel of the Company

and their relatives are concerned or interested, financially or otherwise, in the resolution set out in Item number 6.

Registered office:By order of the Board of Directors

310 B, Veer Savarkar Marg, Dadar (West)

Mumbai 400 028(Rajeev Kumar)

IndiaManaging Director

Corporate identity number: L24100MH1974PLC017594DIN: 07731459

July 11, 2025

----------------Page (18) Break----------------