Dear
Members,
The Directors' are pleased to present herewith the 36
th
Annual Report of the Black Rose Industries Limited ('the Company') along with
the
Audited
Financial
Statements
for
the
financial
year
('FY')
ended
31st
March,
2026.
?
FINANCIAL RESULTS - EXTRACT
The
Company's
standalone
and
consolidated
performance
during
the
financial
year
ended
31
st
March,
2026,
as
compared
to
the
previous
financial
year
is
summarised
below:
(?
in
Lakhs)
|
Particulars
|
Consolidated
|
Standalone
|
|
|
Year
ended
|
Year
ended
|
|
|
31
st
March,
2026
|
31
st
March,
2025
|
31
st
March,
2026
|
31
st
March,
2025
|
|
Revenue
from
Operations
and
Other
Income
|
32,585.22
|
39,471.45
|
32,583.83
|
34,631.71
|
|
Earnings Before Interest Depreciation
Tax Amortisation and Exceptional Items (EBIDTAE)
|
3,536.32
|
3,273.69
|
3,543.29
|
3,835.91
|
|
Less:
Exceptional
Items
|
0.00
|
25.36
|
0.00
|
25.36
|
|
Earnings Before Interest Depreciation Tax and
Amortisation
(EBIDTA)
|
3,536.32
|
3,248.33
|
3,543.29
|
3,810.55
|
|
Less:
Finance
Cost
|
145.97
|
100.12
|
145.75
|
97.85
|
|
Profit
Before
Depreciation
and
Tax
(PBDT)
|
3,390.35
|
3,148.21
|
3,397.54
|
3,712.7
|
|
Less:
Depreciation
|
386.81
|
314.52
|
386.81
|
314.52
|
|
Profit
Before
Tax
|
3,003.54
|
2,833.69
|
3,010.73
|
3,398.18
|
|
Less:
Provision
for
Tax
|
761.12
|
739.22
|
761.12
|
739.22
|
|
Profit
After
Tax
|
2,242.42
|
2,094.47
|
2,249.61
|
2,658.96
|
|
Total
Comprehensive
Income
|
2,244.15
|
2,130.46
|
2,249.65
|
2,659.33
|
?
NATURE OF BUSINESS
Black Rose Industries Limited is engaged in the manufacturing and distribution of specialty and performance chemicals.
The Company has built a resilient business model that combines a strong distribution
platform
with
a
growing
portfolio
of
specialty
chemical
manufacturing
activities.
The Manufacturing Division currently produces Acrylamide Liquid, Acrylamide Solid and N-Methylol Acrylamide (NMA). The Company has successfully developed
and
commercialised
indigenous
technology for Acrylamide Solid and N-Methylol Acrylamide,
strengthening
its
presence
in
value-added
downstream products.
During
the
year,
the
Company
continued
to
strengthen
both
its
manufacturing
and
distribution
businesses
by
expanding its product portfolio, broadening its customer
base,
deepening
relationships
with
global
principals
and
developing
new
market
opportunities.
Development of Polyacrylamide Solid progressed to the
pilot
stage,
representing
a
significant
milestone
in
the
Company's growth journey.
The
distribution
division
continued
to
serve
customers across diverse industries through the marketing and
distribution
of
specialty
chemicals
sourced
from
leading
international manufacturers and through merchant
exports
to
select
overseas
markets.
There
was
no
change
in
the
nature
of
business
of
the Company during the financial year ended 31
st
March,
2026.
?
PERFORMANCE REVIEW
During 2025-26, the Company continued to make
progress
in
line
with
its
strategy
of
sustainable
growth,
operational excellence and long-term value creation. The
year
was
marked
by
continued
strengthening
of
customer
relationships,
enhancement
of
technical
capabilities, progress
in
product
development
and
advancement
of
strategic
growth
initiatives.
The Company successfully navigated a challenging business environment characterised by geopolitical uncertainties, logistics disruptions and fluctuating
demand
patterns.
Its
balanced
business
model,
prudent inventory
management
and
diversified
sourcing
strategy
Directors'
Report
enabled
it
to
maintain
business
continuity
and
customer
service
standards.
Management remained focused on strengthening the Company's overall business platform through investments in research and development, product innovation, technical
capabilities
and
evaluation
of
new
business
opportunities.
The Company also continued to align its product portfolio
with long-term strategic priorities by increasing its focus
on
opportunities
within
the
acrylamide
value
chain
and other
specialty
chemical
segments
offering
sustainable
growth
potential.
?
SHARE CAPITAL
The
total
Paid-up
Share
Capital
as
on
31
st
March,
2026
was
?
5,10,00,000/-
comprising
of
5,10,00,000
Equity
Shares
of
?
1/-
each.
?
DIVIDEND
The Company has continued its commitment to delivering value to shareholders through consistent dividend payouts. Considering the Company's performance
during
the
financial
year
2025-26,
the
Board
of
Directors,
at its meeting held on 13
th
May, 2026, recommended
a
final
dividend
of
?
1.25
per
equity
share
of
face
value
?
1
each
(125%)
for
the
financial
year
ended
31
st
March,
2026.
The proposed dividend is subject to the approval of
the
shareholders
at
the
ensuing
Annual
General
Meeting
("AGM").
The
Dividend
Distribution
Policy,
in
terms
of
Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015 ("Listing Regulations") is uploaded on the Company's
website at
www.blackrosechemicals.com
.
?
TRANSFER TO RESERVES
The
Directors
have
not
proposed
to
transfer
any
amount
to
the
general
reserve
and
have
decided
to
transfer
?
2,249.65
Lakhs
to
retained
earnings
for
the
financial
year
2025-26.
The
closing
balance
of
retained
earnings
of
the
Company
as
of
31
st
March,
2026,
after
all
appropriation and
adjustments,
was
?
15,680.92
Lakhs.
?
CREDIT RATING
The
ratings
given
by
CRISIL
for
short-term
borrowings and
long-term
borrowings
of
the
Company
during
the financial
year
are
CRISIL
A2
(Reaffirmed)
and
CRISlL
BBB+/ Stable (Reaffirmed) respectively.
There was no revision in
the
said
ratings
thereafter.
?
BUSINESS SCENARIO
The
Indian
chemical
industry
continues
to
benefit
from increasing
domestic
consumption,
industrial
growth,
import substitution opportunities and global supply-chain
diversification.
Geopolitical developments, including tensions in the
Middle
East,
created
uncertainty
in
global
logistics
and
energy
markets
during
the
year.
However,
the
impact
on
the
Company's
operations
remained
minimal
due
to
proactive planning, diversified sourcing arrangements and
effective supply chain management.
This demonstrates
the resilience of the Company's business model and operating
capabilities.
Supported by its diversified product portfolio, broad customer
base
and
strong
principal
relationships,
the
Company
remained
well
positioned
to
navigate
market challenges
while
pursuing
growth
opportunities
in
both
existing
and
new
markets.
The
business
scenario
is
discussed
in
more
detail
in
the
Management
Discussion
and
Analysis
Report.
?
ENVIRONMENTAL COMPLIANCE AND SUSTAINABILITY
During
the
year,
the
Company
faced
certain
environmental
compliance-related
developments
at
its
manufacturing
facility.
While
these
events
did not result in any material
business loss or long-term operational impact, they served as
an
important
learning
opportunity.
The Company undertook a comprehensive review of its environmental management systems, compliance processes and monitoring mechanisms. Based on the
learnings
from
this
experience,
several
measures
were
implemented to strengthen governance, improve
oversight
and
enhance
compliance
controls.
The Board believes that these actions have strengthened
internal systems, reinforced a culture of accountability
and further enhanced the Company's commitment to responsible
and
sustainable
operations.
?
ACRYLAMIDE PLANT AT JHAGADIA, GUJARAT
The Acrylamide business continued to be the cornerstone
of
the
Company's
manufacturing
operations
during
2025-
26.
Supported
by
a
growing
customer
base,
development
of new applications and sustained market demand,
the
Company
maintained
satisfactory
utilisation
levels
and
strengthened
its
presence
in
domestic
and
export
markets.
The
Acrylamide
Solid
business
continued
to
gain
market
acceptance and remains a strategically important product
for
the
Company.
Its
differentiated
position,
supported
by proprietary technology and manufacturing capability,
provides
significant
opportunities
for
future
growth.
The
Company
remains
focused
on
improving
operational
efficiencies,
expanding
applications
and
strengthening
customer
relationships
across
the
acrylamide
product
portfolio.
A detailed explanation of the Acrylamide plant operations
can
be
found
in
the
Management
Discussion
and
Analysis
Report.
?
N-METHYLOL ACRYLAMIDE (NMA) PLANT AT JHAGADIA, GUJARAT
The N-Methylol Acrylamide business continued to perform satisfactorily
during
2025-26.
Supported
by
consistent product quality, reliable supply and strong customer
engagement,
the
Company
maintained
its
strong
position
in
the
domestic
market.
The Company continues to explore opportunities for
expanding
market
penetration,
increasing
exports
and
developing new applications. Management believes that
NMA
will
remain
an
important
contributor
to
the Company's specialty chemicals portfolio and future growth
strategy.
An in-depth explanation about the N-Methylol Acrylamide
plant
operations
is
given
in
the
Management
Discussion
and Analysis Report.
?
SUBSIDIARY – B.R. CHEMICALS CO., LTD., JAPAN
The
Company
has
one
subsidiary
as
on
31
st
March,
2026.
There
are
no
associate
or
joint
venture
companies
within
the
meaning
of
Section
2(6)
of
the
Companies
Act,
2013
("Act").
During
the
financial
year
turnover
of
the
Company's
wholly owned
subsidiary
was
?
0
(Nil).
As
in
the
previous
financial year, the Board of Directors of the subsidiary, at its meeting held
on
30
th
January,
2025,
approved
the
closure
of
its
business
operations,
due
to
its
minimal
profit
margins,
high operational costs, and successful achievement of the
main
object
of
establishing
relationships
with
suppliers/
principals in Japan.
The
financial
position
of
the
Company's
subsidiary
B.R.
Chemicals Co., Ltd. for the year ended 31
st
March, 2026 is
attached
to
the
financial
statements
hereto.
Pursuant
to
the
provisions
of
Section
129(3)
of
the
Act, a
statement
containing
the
salient
features
of
financial
statements of the Company's subsidiary in Form No. AOC-
1
is
attached
to
the
financial
statements
of
the
Company.
?
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes affecting the
financial
position
of
the
Company
which
have
occurred
between the end of the financial year to which the
financial
statements
relate
and
the
date
of
this
report, other
than
capital
commitments
amounting
to
?140.68
Lakhs
incurred
during
the
year.
?
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-
appointment
During the financial year under review, based on the
recommendation
of
the
Nomination
and
Remuneration
Committee and with the approval of the Board of Directors
at
its
meeting
held
on
11
th
November,
2025,
Mr.
Mayur
Desai
was
appointed
as
an
Additional
Director (Non-Executive Independent Director) of the Company.
Subsequently,
the
Members
of
the
Company
approved
his appointment
as
an
Independent
Director
through
a
Postal
Ballot
on
15th
January,
2026.
Mr.
Ankit
Kumar
Jain,
Company
Secretary
&
Compliance Officer
of
the
Company,
resigned
from
his
position
with
effect
from
31
st
December,
2025.
The
Board
places
on record its appreciation for the valuable services rendered by
him
during
his
tenure
with
the
Company.
Subsequent to the close of the financial year, the Board of Directors,
at
its
meeting
held
on
13
th
May,
2026,
appointed Ms. Darshana Sawant as the Company Secretary &
Compliance
Officer
of
the
Company,
and
Mr.
Ambarish
Daga stepped down from the position of Joint Chief
Financial
Officer
with
effect
from
the
same
date.
Further,
the
Board
of
Directors,
at
its
meeting
held
on 13
th
May, 2026, on the recommendation of the Nomination and
Remuneration
Committee,
recommended
the
re-
appointment
of
Mr.
Ambarish
Daga
and
Mrs.
Shruti
Jatia as
Whole-time
Directors
of
the
Company,
subject
to
the
approval
of
the
shareholders
through
Postal
Ballot.
In accordance with the provisions of the Act and the Articles
of
Association
of
the
Company,
Mr.
Anup
Jatia (DIN: 00351425), Non- Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The
disclosures
required
pursuant
to Regulation 36 of the SEBI Listing Regulations and the Secretarial
Standard
on
General
Meetings
('SS-2')
are given
in
the
Notice
of
AGM,
forming
part
of
the
Annual
Report.
Apart
from
the
above,
there
has
been
no
other
change in the Directors and Key Managerial Personnel of the Company
during
the
year.
?
DECLARATION FROM INDEPENDENT DIRECTORS
The
Company
has
received
the
following
declarations
from
all
the
Independent
Directors
confirming
that:
?
They meet the criteria of independence as laid down under Section 149(6) of the Act and Rules made thereunder, as well as of Regulation 16 of the Listing Regulations.
?
In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.
Directors'
Report
?
In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
?
BOARD MEETINGS AND BOARD COMMITTEES
?
Board Meetings
Four
(4)
meetings
of
the
Board
of
Directors
were
held
during
the
year
under
review.
The
Corporate
Governance
Report,
which
is
part
of
this
report,
contains
the
details
of
the
meetings
of
the
Board.
?
Committees
Pursuant to Section 177 and 178 of the Act and the rules made thereunder and in accordance with Listing Regulations, the Board of Directors has constituted five Committees, viz. Audit Committee, Nomination and Remuneration
Committee,
Stakeholders'
Relationship
Committee, Corporate Social Responsibility Committee and Risk
Management
Committee.
All
details
pertaining
to
the
composition
of
the
Board
and
its
committees
are
provided
in
the
Corporate Governance
Report,
which
is
a
part
of
this
report.
The Company has been employing women
employees
in
various
grades
within
its
offices
and
factory
premises.
The
Company
has
constituted
an
Internal
Compliant
Committee
as
required
under the Sexual Harassment of Women at Workplace
(Prevention,
Prohibition
and
Redressal)
Act,
2013
to
redress
any
complaints
received
from
employee(s)
of
the
Company.
The
Company
is
strongly
oppose
to
sexual
harassment
and
all
the
employees
are
made
aware
about
the
consequences
of
such
acts
and
the
constitution
of
the
Internal
Compliant
Committee.
During
the
year
no
complaint
was
received
from
any
employee
and
hence
no
complaint
is
outstanding
as
on 31
st
March, 2026.
?
Evaluations
The
Board
of
Directors
has
carried
out
an
annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions
of
the
Act
and
Listing
Regulations.
The
performance
of
the
board
was
evaluated
by
the Board after seeking input from all the directors
based on criteria such as the Board composition and
structure,
effectiveness
of
Board
processes,
information
and
functioning
etc.
The
performance
of
the
committees
was
evaluated
by
the
Board
after
seeking
input
from
the
committee
members
based on
criteria
such
as
the
composition
of
committees, effectiveness
of
committee
meetings,
etc.
In
a
separate
meeting
of
Independent
Directors, performance of Non-Independent Directors, the Board as a whole and Chairman of the Company
was
evaluated,
considering
the
views
of
Executive Directors
and
Non-Executive
Directors.
The
Board
and
the
Nomination
and
Remuneration
Committee reviewed the performance of individual
Director based on criteria such as the contribution of the individual Directors to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs
in
meetings,
etc.
?
Policy on Directors' Appointment and Remuneration and other details
The
policy
on
Directors'
remuneration
is
available
on the website of the Company at
www
.
blackrosechemicals.com
.
The
remuneration paid to
the
Directors
is
as
per
the
terms
laid
out
in
the
said
policy.
?
AUDITORS
?
Statutory Auditor
Members
of
the
Company
at
the
AGM
held
on
29
th
September, 2022, approved the appointment of
M/s.
M
M
Nissim
&
Co
LLP,
Chartered
Accountants (Registration
No.
107122W/
W100672),
Chartered
Accountants, as the statutory auditors of the Company for a period of five years from the conclusion
of
32nd
Annual
General
Meeting
till
the
conclusion
of
the
37th Annual
General
Meeting
to
be
held
in
the
year
2027.
The
Reports
given
by
M/s.
M
M
Nissim
&
Co
LLP, Chartered Accountants on the standalone and
consolidated financial statements of the Company
for financial year 2025-26 do not contain any qualification, reservation or adverse remarks. There
were
no
instances
of
fraud
reported
by
the
auditors.
?
Cost Auditor
Pursuant
to
the
provisions
of
Section
148(1)
of
the
Act read with the Companies (Cost Records and
Audit)
Rules,
2014,
the
Company
is
required
to
have
the
audit
of
its
cost
records.
M/s. Poddar & Co., Cost Accountants, Mumbai, was
appointed as Cost Auditor of the Company for conducting
the
cost
audit
for
the
financial
year
2025-
26.
?
Secretarial Auditor
Secretarial Audit for the financial year 2025-26 was
conducted
by
M/s.
Shiv
Hari
Jalan
&
Co.,
Company
Secretaries in
Whole –
Time Practice in accordance with the provisions of Section 204 of the Act.
The Secretarial Auditors'
Report forms part of this Annual Report.
?
ANNUAL RETURN
Pursuant
to
Section
92(3)
read
with
Section
134(3)(a)
of
the
Act,
the
Annual
Return
as
on
31
st
March,
2026
is
available
on
the
Company's
website
at
www.blackrosechemicals
.
com
.
?
LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees or investments
given/
made
during
the
financial
year
under
review
and
governed
by
the
provisions
of
Section
186
of
the
Act
have
been
furnished
in
Annexure
I
which
forms
part
of
this
Annual
Report.
?
DEPOSITS
The
Company
has
not
accepted
any
deposits
from
the public
in
terms
of
Section
73
of
the
Act
read
with
the
Companies
(Acceptance
of
Deposit)
Rules,
2014
and
as
such,
no
amount
on
account
of
principal
or
interest
on
deposits
from
public
was
outstanding
as
on
the
date
of
the Balance Sheet.
?
CONSOLIDATED FINANCIAL STATEMENTS
In
accordance
with
the
provisions
of
the
Act
and
Regulation
33
of
the
Securities
and
Exchange
Board
of
India
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015
(hereinafter
referred
to
as
'Listing
Regulations') and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial
year
2025-26,
together
with
the
Auditor's
Report,
form
part
of
this
Annual
Report.
A
statement
containing
the salient features of the Company's subsidiaries,
associate
and
joint
venture
Company
in
the
prescribed
Form
AOC-
1
.
?
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors,
to
the
best
of
their
knowledge
and
ability, confirm
that:
?
The annual financial statements for the year ended 31st March, 2026 have been prepared in accordance with the applicable accounting standards along with proper explanation relating to material departures, if any;
?
They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
?
The 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;
?
They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
?
The proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;
Based on the framework of internal financial controls and
compliance
systems
established
and
maintained
by
the
Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including
the
audit
of
internal
financial
controls
over financial reporting by the statutory auditors and the reviews performed by management and the relevant
Board
committees,
including
the
audit
committee,
the
Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial
year
2025-26.
?
INTERNAL FINANCIAL CONTROLS AND COMPLIANCE FRAMEWORK
Internal
financial
control
over
financial
reporting
have
been designed to provide reasonable assurance with regards to recording and providing reliable financial
information
and
complying
with
applicable
accounting
standards.
These controls are reviewed periodically, and
the Company continuously tries to verify these controls to
increase
its
reliability.
The Company has documented its internal financial
controls considering the essential components of various
critical processes, physical and operational. This includes
its design, implementation and maintenance, along with
periodical
internal
review
of
operational
effectiveness
and sustenance, which are commensurate with the
nature
of
its
business
and
the
size
and
complexity
of
its
operations.
This
ensures
orderly
and
efficient
conduct of
its
business,
including
adherence
to
the
Company's
policies,
safeguarding
of
its
assets,
prevention
of
errors,
accuracy and completeness of the accounting records and
the
timely
preparation
of
reliable
financial
information.
The internal financial controls with reference to the financial statements were adequate and operating
effectively.
The Board has also put in place requisite legal compliance framework
to
ensure
compliance
of
all
the
applicable
laws
and
that
such
systems
were
adequate
and
operating
effectively.
?
RISK MANAGEMENT
Risk
Management
Committee
has
been
constituted
by
the
Board.
The
Risk
Management
Committee
is
entrusted
with
roles
and
powers
as
specified
in
Part
D
of
Schedule II
of
Listing
Regulations.
The
Company
has
laid
out
a
risk
management
policy
for
identification
and
mitigation
of
risks.
The
Risk
Management
Committee
identifies
the
key risks for the Company, develops and implements the
risk
mitigation
plan,
reviews
and
monitors
the
risks
and
corresponding
mitigation
plans
on
a
regular
basis
and prioritises
the
risks,
if
required,
depending
upon
the
effect on
the
business/reputation.
The other details in this regard are provided in the Report on Corporate Governance which forms a part of this Annual
Report.
?
VIGIL MECHANISM AND REPORTING OF FRAUDS
The Company has framed
Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, unethical
behaviour
and
irregularities,
fraud,
if
any,
which
could
adversely affect the Company's operations to the Audit
Committee
Chairman.
There
was
no
instance
of
fraud
during
the
year
under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12)
of
the
Act
and
Rules
framed
thereunder.
?
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The
information
on
conservation
of
energy,
technology
absorption and foreign exchange earnings and outgo
stipulated
under
Section
134(3)(m)
of
the
Act
read
with
rules made thereunder is provided in
Annexure II
which forms
part
of
this
Annual
Report.
?
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the contracts, arrangements and transactions entered by
the
Company
during
the
financial
year
with
related
parties were in the ordinary course of business and were
on
arm's
length
basis,
hence
Section
188(1)
of
the
Act
is
not
applicable
and
consequently
no
particulars
in
Form
AOC – 2 are required to be furnished. During the year, the Company
had
not
entered
into
any
contract,
arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and
transactions
with
related
parties
are
placed
before
the
Audit
Committee
as
also
the
Board,
as
may
be
required,
for
approval.
?
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
No
significant
and
material
orders
have
been
passed
by any
regulators
or
courts
or
tribunals
which
can
have
an
impact
on
the
going
concern
status
of
the
Company
and
its
future
operations.
During the year under review, BSE Limited imposed a fine
on
the Company for
delay in compliance
with Regulation
6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on 31
st
March,
2026.
The
said
matter
is
not
considered
material
to
the
Company's
operations
or
going
concern
status.
?
LISTING
The
Company's
shares
are
listed
on
BSE
Limited
and
the
applicable
listing
fees
for
the
same
have
been
paid.
?
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The
Statement
containing
particulars
of
employees
as required
under
Section
197(12)
of
the
Companies
Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,
2014
is
not
applicable
as
none
of
the
employees
of
the Company are covered under the provisions of the said
rules.
The
ratio
of
the
remuneration
of
each
director
to
the median
employees'
remuneration
and
other
details
in terms of Section 197(12) of the Companies Act, 2013
read
with
Rule
5(1)
of
the
Companies
(Appointment
and
Remuneration
of
Managerial
Personnel)
Rules,
2014,
is
provided in
Annexure III
which forms part of this Annual
Report.
?
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility ("CSR") forms an integral
part of an overall business policy aligned with its business
goals.
The
Company,
from
time
to
time,
endeavours
to
utilise
allocable
CSR
budget
for
the
benefit
of
society.
Salient features of the CSR policy and the details of
activities as required under Companies (Corporate Social
Responsibility
Policy)
Rules,
2014
is
provided
in
Annexure IV
forming part of this report.
The CSR Policy is available on
the
website
of
the
Company.
?
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
All
documents,
including
the
Notice
and
Annual
Report
shall be sent through electronic transmission in respect of
members
whose
e-mail
IDs
are
registered
in
their
demat
account
or
are
otherwise
provided
by
the
members.
A
member
shall
be
entitled
to
request
for
physical
copy of
any
such
documents.
Also,
in
respect
of
shareholders
whose
e-mail
IDs
are
not
registered
with
their
folios
or
Depository
Participant
(DP),
a
physical
letter
containing
the
link
to
access
the
Notice
and
Annual
Report
will
be dispatched
to
their
registered
address.
?
EMPLOYEES' STOCK OPTION SCHEME
The Company has implemented BRIL Employee Stock
Option
Scheme
2020
[formulated
under
the
SEBI
(Share Based
Employee
Benefit)
Regulations,
2014],
approved
by
the
Shareholders
of
the
Company
on
29
th
September, 2020
and
thereafter,
Board
of
Directors
of
the
Company
vide
its
resolution
by
circulation
dated
26th
October,
2021 approved the amendment in the BRIL ESOS 2020 Scheme
in
order
to
align
the
same
with
the
SEBI
(Share
Based
Employee
Benefits
and
Sweat
Equity)
Regulations,
2021
("SBEB
&
SE
Regulations").
The Company has obtained a Certificate from the
Secretarial
Auditors
stating
that
ESOP
Scheme
has
been
implemented in accordance with the SEBI SBEB & SE
Regulations.
The
said
Certificate
will
be
made
available for
inspection
through
electronic
mode
by
writing
to
the Company
at
investor@blackrosechemicals.com
from
the date
of
circulation
of
the
AGM
Notice
till
the
date
of
the AGM.
The applicable disclosures as stipulated under Regulation 14
of
SEBI
SBEB
&
SE
Regulations
with
regard
to
Employees Stock Option Scheme of the Company are available on the
website
of
the
Company
www.blackrosechemicals.com
.
?
DISCLOSURE REQUIREMENTS
?
As per Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis including the Business Responsibility and Sustainability Report are attached, which forms part of this report.
?
The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
?
During the year under review the Company has complied with the provisions of the Maternity Benefits Act, 1961.
?
The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
?
During the year under review, no shares transferred to the Unclaimed Securities Suspense Escrow Account of the Company.
?
As required under Section 124 of the Act, 52,750 equity shares in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) during the financial year 2025-26. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.
?
During the year under review, there were no instances of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.
?
During the financial year no application has been made, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
?
All the properties, including buildings, plant and machinery and stocks have been adequately insured.
?
ACKNOWLEDGEMENTS
The
Board
of
Directors
place
on
record
sincere
gratitude
and
appreciation
to
all
the
employees
at
all
levels
for
their hard work, solidarity, cooperation, and dedication during the
year.
The Board conveys its appreciation to its principal's, customers,
shareholders,
suppliers
as
well
as
vendors, bankers, business associates, regulatory, and government
authorities
for
their
continued
support.
Cautionary
Statement
Certain
statements
in
this
Directors'
Report
and
in
the Management
Discussion
and
Analysis
Report
describing
the
Company's
objectives,
estimates,
and
projections may
be
forward-looking
statements
and
are
based
on
certain
expectations.
Actual
results
could
however
differ
materially
from
those
expressed
or
implied.
Important factors
that
could
make
a
difference
in
the
Company's
operations include the availability of raw material/ product,
cost
of
raw
material/product,
changes
in
demand
from customers, fluctuations in exchange rates, changes
in
government
policies
and
regulations,
changes
in
tax
structure, economic developments within India and the
countries
in
which
business
is
conducted,
and
various other incidental factors. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any
forward-looking
statements,
whether
as
a
result
of
new information,
future
events,
or
otherwise.
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