To,
The Members,
Adline Chem Lab Limited
Your Directors have the pleasure in presenting their 38th Annual Report on the
business and operations of the Company, together with the Audited Financial Statements for
the Financial Year ended 31st March, 2026.
1. Financial Summary/Highlights of Performance of The Company
Particulars |
For the Financial Year ended March 31, 2026 (Rs. in Lakhs) |
For the Financial Year ended March 31, 2025 (Rs. in Lakhs) |
| Revenue from Operations |
0.00 |
0.00 |
| Other Income |
1.15 |
24.89 |
| Total Income |
1.15 |
24.89 |
| Total Expenses |
32.85 |
45.47 |
| Profit / (Loss) Before Exceptional Items and Tax |
(31.70) |
(20.58) |
| Exceptional Items |
0.00 |
0.00 |
| Profit / (Loss) Before Tax (PBT) |
(31.70) |
(20.58) |
| Tax Expenses (Current & Deferred) |
3.59 |
7.34 |
| Profit / (Loss) After Tax (PAT) |
(28.11) |
(13.24) |
| Other Comprehensive Income |
0.00 |
1.09 |
| Total Comprehensive Income for the period |
(28.11) |
(12.15) |
| Earnings Per Share (Basic & Diluted) |
(0.48) |
(0.21) |
2. Performance and State of Affairs of the Company:
During the year under review, the Company has incurred a net loss of Rs. (28.11) Lakhs.
The Total Revenue of the Company stood at Rs. 1.15 Lakhs as compared to Rs. 24.89 Lakhs in
the previous financial year. The Board of Directors of the Company is continuously making
efforts to optimize operations, reduce financial overheads, and explore new avenues for
the sustainable growth of the Company.
3. Change in Nature of Business / Alteration of Object Clause:
During the year under review, pursuant to the alteration of the Main Object Clause of
the Memorandum of Association approved by the shareholders at the Annual General Meeting
held on 22nd July, 2025, your Company actively operationalized its diversification
strategy.
While maintaining a strong focus on our core business of chemical and pharmaceutical
manufacturing, the Company successfully ventured into new, high-growth sectors to ensure
long-term sustainability and value creation. The key activities undertaken during the
financial year in these new segments are as follows:
o Renewable Energy Initiatives: The Company commenced its foray into the
renewable energy sector by exploring opportunities in Solar, Bio-Mass, and Hydro power.
During the year, initial steps were taken toward identifying suitable land for setting up
greenfield Solar Parks and evaluating energy-efficient technologies to provide sustainable
energy solutions.
o Engineering & Procurement (EPC) Operations: Leveraging new growth avenues,
the Company actively participated in the EPC sector. We have started evaluating and
exploring contracts for mechanical, civil, and process engineering works, aiming to
undertake turnkey projects and infrastructure development across various industries.
4. Dividend:
In view of the losses incurred during the financial year under review, your Directors
do not recommend any dividend for the Financial Year 2025-2026.
5. Transfer To Reserve
Due to the net loss incurred during the year, no amount has been transferred to the
General Reserve. The Company has negative Other Equity (Reserves and Surplus) of Rs.
(762.44) Lakhs as on 31st March, 2026, as compared to the negative reserve of Rs. (734.33)
Lakhs in the previous year.
6. Share capital:
The Authorized Share Capital of the Company stands at Rs. 6,05,00,000/-. The Paid-up
Equity Share Capital of the Company as on 31st March, 2026, was Rs. 5,85,00,000/-
consisting of 58,50,000 Equity Shares of Rs. 10/- each fully paid up. During the year
under review, the Company has not issued any shares with differential voting rights, nor
granted stock options, nor issued sweat equity shares. None of the Directors of the
Company hold any convertible instruments.
7. Material changes and Commitments, if any, affecting the Financial Position of the
Company which have occurred between the End of the Financial Year of the Company to which
the financial statements relate and the Date of the Report:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of the Report.
8. Subsidiaries, Associates, and Joint Venture Companies:
As of March 31, 2026, the Company does not have any subsidiary, joint venture, or
associate company. Consequently, the requirement to furnish the statement containing
salient features of the financial statements of subsidiaries, joint ventures, or associate
companies in Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013, read with
Rule 5 of the Companies (Accounts) Rules, 2014, is not applicable to the Company for the
financial year under review.
Furthermore, no company has become or ceased to be a subsidiary, joint venture, or
associate company of the Company during the Financial year ended March 31, 2026.
9. Deposits:
The Company has neither accepted nor renewed any deposit within the meaning of Section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
during the year under review. Unsecured loans from Directors and Bodies Corporate remain
strictly in compliance with applicable exemptions and are classified under Non-Current
Borrowings.
10. Disclosure regarding issue of Employee Stock Option:
During the financial year under review, the Company has not instituted any Employee
Stock Option Plan (ESOP), Employee Stock Option Scheme (ESOS), or Employee Stock Purchase
Scheme (ESPS). Furthermore, no options were granted, vested, exercised, or lapsed during
the year.
Consequently, the exhaustive disclosure requirements stipulated under Rule 12(9) of the
Companies (Share Capital and Debentures) Rules, 2014, and the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are not
applicable to the Company for the Financial Year 2025-2026.
11. Extract of Annual Return:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Company is no longer required to attach an extract of the Annual Return
in Form MGT-9 to the Board's Report following the statutory omissions mandated by the
Companies (Amendment) Act, 2017.
In compliance with the revised statutory framework, a full, unedited, and comprehensive
copy of the Annual Return of the Company in the prescribed Form MGT-7 for the financial
year ended March 31, 2026, has been securely hosted on the official website of the
Company.
The exhaustive Annual Return can be directly accessed by the members and stakeholders
at the following web- link: www.adlinechemlab.com
12. Disclosure regarding issue of Sweat Equity shares:
During the financial year under review, the Company has not issued any Sweat Equity
Shares to its directors or employees. Consequently, the exhaustive statutory disclosure
requirements mandated under Section 54 of the Companies Act, 2013, read with Rule 8(13) of
the Companies (Share Capital and Debentures) Rules, 2014, and the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are not
applicable to the Company for the Financial Year 2025-2026.
13. Corporate Social Responsibility (CSR)
Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the statutory criteria for
the applicability of Corporate Social Responsibility are strictly defined as follows:
"Every company having net worth of rupees five hundred crore or more, or turnover
of rupees one thousand crore or more or a net profit of rupees five crore or more during
the immediately preceding financial year shall constitute a Corporate Social
Responsibility Committee of the Board..."
Your Directors state that for the financial year ended 31st March, 2026, the Company
does not trigger any of the aforementioned criteria mandated by the Act. Specifically, the
Net Worth of the Company stands at a negative Rs. (177.44) Lakhs, the Total Revenue is Rs.
1.15 Lakhs, and the Company has incurred a Net Loss of Rs. (28.11) Lakhs. Therefore, the
financial parameters of the Company remain significantly below the statutory thresholds of
Rupees Five Hundred Crore for Net Worth, Rupees One Thousand Crore for Turnover, and
Rupees Five Crore for Net Profit.
Consequently, the statutory obligations pertaining to the constitution of a Corporate
Social Responsibility Committee, formulation of a Corporate Social Responsibility Policy,
and the mandatory allocation of corporate funds towards CSR activities are not applicable
to the Company for the period under review. Accordingly, the requirement of appending the
Annual Report on Corporate Social Responsibility Activities to this Board's Report, as
stipulated under Section 134(3)(o) of the Companies Act, 2013, does not arise.
14. Directors:
A. Details of Appointment/resignation of Directors and Key Managerial Personnel:
Details of the Directors of the company as on 31.03.2026 are as follows:
Sr. No. |
Name of the Director |
DIN |
Designation |
1. |
Mr. Vrushank Balkrushna Patel |
05310613 |
Executive, Non-Independent Director |
2. |
Mr. Nilay Jitendrabhai Vaghasiya |
08050673 |
Executive, Non-Independent Director |
3. |
Mr. Him Vyas |
11147259 |
Non-Executive, Independent Director |
4. |
Mr. Krish Patel |
11147245 |
Non-Executive, Independent Director |
5. |
Mrs. Shivani Pathak |
10481354 |
Non-Executive, Independent Director |
6. |
Mr. Dhawal Akhileshdeopura |
09509762 |
Non-Executive, Independent Director |
Changes in Directorship during the year (FY 2025-26):
Name of Director |
DIN |
Nature of Change |
Designation |
Date |
| Mr. Vrushank Balkrushna Patel |
05310613 |
Appointment |
Executive, Non- Independent Director |
12.04.2025 |
| Mr. Vrushank Balkrushna Patel |
05310613 |
Change in Designation |
Executive, Non- Independent Director |
22.07.2025 |
| Mr. Nilay Jitendrabhai Vaghasiya |
08050673 |
Appointment |
Executive, Non- Independent Director |
12.04.2025 |
| Mr. Nilay Jitendrabhai Vaghasiya |
08050673 |
Change in Designation |
Executive, Non- Independent Director |
22.07.2025 |
| Mr. Him Vyas |
11147259 |
Appointment |
Non-Executive, Independent Director |
13.06.2025 |
| Mr. Him Vyas |
11147259 |
Change in Designation |
Non-Executive, Independent Director |
22.07.2025 |
| Mr. Krish Patel |
11147245 |
Appointment |
Non-Executive, Independent Director |
13.06.2025 |
| Mr. Krish Patel |
11147245 |
Change in Designation |
Non-Executive, Independent Director |
22.07.2025 |
| Mr. Sarang Bharatbhai Pathak |
02663344 |
Resignation |
Managing Director |
12.11.2025 |
| Mr. Hemant Amrish Parikh |
00027820 |
Resignation |
Director |
12.11.2025 |
| Ms. Ritu Singh |
|
Resignation |
Company Secretary |
22.04.2025 |
| Mr. Kuldip Ashokkumar Parekh |
BFDPP4709J |
Resignation |
CFO |
13.06.2025 |
| Ms. Akshita Khandelwal |
IVLPK8813F |
Appointment |
Company Secretary & Compliance Officer |
13.06.2025 |
| Ms. Akshita Khandelwal |
IVLPK8813F |
Resignation |
Company Secretary & Compliance Officer |
14.08.2025 |
| Mr. Hardik Jitendrabhai Vaghasiya |
AOLPV9535Q |
Appointment |
CFO |
13.06.2025 |
Details of the Key Managerial Personnel of the Company as on 31.03.2026 are as follows:
Sr. No. |
Name of the Director |
DIN/PAN |
Designation |
1. |
Mr. Vrushank Balkrushna Patel |
05310613 |
Managing Director |
2. |
Mr. Hardik Jitendrabhai Vaghasiya |
AOLPV9535Q |
CFO |
15.Statement on declaration given by independent directors under Section 149(6) Of the
Act:
Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company
has received the necessary formal written declarations from all the Independent Directors
of the Company, affirming that they satisfy and meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013, read with the relevant rules
framed thereunder, as well as under Regulation 16(1)(b) and Regulation 25(8) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Board of Directors further confirms and places on record that, based on the
declarations and confirmations received, in its opinion, all the Independent Directors of
the Company fulfill the stringent conditions and parameters of independence specified in
the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015, and possess the highest
standards of integrity, expertise, and experience. The Board confirms that the Independent
Directors are entirely independent of the management of the Company.
Furthermore, in absolute compliance with the statutory mandates of Rule 6(1) and Rule
6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board
affirms that all the Independent Directors of the Company have successfully registered
their names in the Independent Directors' Databank maintained by the Indian Institute of
Corporate Affairs (IICA) and have strictly complied with the requirements of the online
proficiency self-assessment test, as and where applicable, in accordance with the
statutory timeline.
16.Statement with regards to integrity, expertise and experience of independent
directors:
Pursuant to the strict compliance mandates set forth under Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014, and the applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors is of the firm and unanimous opinion that all the Independent
Directors of the Company?both continuing and newly appointed?are persons of the highest
ethical standards, possessing impeccable integrity, and bringing a wealth of diverse
sectoral expertise and vast experience to the Board.
During the financial year 2025-2026, the Board of Directors, based on the structured
recommendation of the Nomination and Remuneration Committee, appointed Mr. Him Vyas (DIN:
11147259) and Mr. Krish Patel (DIN: 11147245) as Non-Executive, Independent Directors of
the Company. In absolute compliance with the statutory disclosure requirements for
directors appointed during the year, the Board places on record and formally declares
that, in its considered opinion, Mr. Him Vyas and Mr. Krish Patel fulfill the stringent
conditions of independence specified in the Companies Act, 2013, and the SEBI Listing
Regulations, and possess the requisite integrity, profound functional expertise, and
extensive operational experience required to independently and effectively fulfill their
fiduciary duties toward the Company and its stakeholders.
17.Formal Annual Evaluation
Pursuant to the statutory provisions of Section 134(3)(p) of the Companies Act, 2013,
read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and in strict compliance with
the corporate governance mandates of Regulation 17(10), Regulation 19(4) read with Part D
of Schedule II of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out a
formal, rigorous, and comprehensive Annual Performance Evaluation of its own performance,
the operational working of its statutory Committees, and the performance of individual
Directors.
The criteria and structural framework for the annual performance evaluation were
carried out in accordance with the exhaustive inline guidelines detailed below:
(A) Mechanism and Structure of Evaluation:
The performance evaluation was conducted based on a professionally structured and
confidential questionnaire carefully prepared after taking into comprehensive
consideration various operational aspects of the Board's functioning. The parameters
analyzed within the questionnaire specifically included the composition and structural
balance of the Board and its Committees, institutional culture, information flows,
transparency, execution of specific statutory duties, financial oversight, risk
management, compliance infrastructure, and absolute adherence to corporate governance
standards.
(B) Separate Evaluation by Independent Directors:
In absolute alignment with the provisions of Schedule IV (Code for Independent
Directors) of the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the
Independent Directors of the Company was held during the financial year. At the said
meeting, the Independent Directors meticulously reviewed and evaluated:
• The performance of the Non-Independent Directors of the Company.
• The collective performance of the Board of Directors as a whole.
• The performance of the Chairman of the Company, taking into account the views
and perspectives of both Executive and Non-Executive Directors.
• The overall quality, quantity, and timelines of information flow between the
Management and the Board to ensure the Directors can effectively and reasonably perform
their duties.
(C) Evaluation of Committees and Individual Directors:
The Board of Directors simultaneously evaluated the performance of its statutory
Committees? namely the Audit Committee, the Nomination and Remuneration Committee, and
the Stakeholders' Relationship Committee?against their respective structural charters and
regulatory mandates. Individual Directors were evaluated on the basis of their regular
attendance, proactive participation, professional contributions, strategic inputs, and the
effective exercise of independent judgment during corporate deliberations.
The confidential online questionnaire was thoroughly responded to by all the respective
Directors, providing vital and qualitative feedback on the current operational dynamics of
the Board and outlining actionable measures to enhance its institutional effectiveness
moving forward. Following a comprehensive review of the feedback received, the Board of
Directors has expressed its absolute satisfaction with the evaluation process, noting that
the entire framework operates in total harmony with the established corporate governance
expectations.
18. Policy on Directors' Appointment and Remuneration
Pursuant to the provisions of Section 178(3) and (4) of the Companies Act, 2013, and in
strict compliance with Regulation 19 read with Part D of Schedule II of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has, on the structured recommendation of the Nomination and
Remuneration Committee, formulated and implemented an exhaustive Policy for the selection,
appointment, and remuneration of the Directors, Key Managerial Personnel (KMP), and Senior
Management personnel.
The core principles and criteria governing this comprehensive Policy are detailed
below:
(A) Guidance for Selection and Appointment:
• The Committee is responsible for identifying individuals who possess the
requisite professional qualifications, positive attributes, ethical integrity, and
specific sectoral experience necessary to fulfil the responsibilities of a Director, KMP,
or Senior Management member.
• The policy outlines a transparent framework for determining whether a candidate
fulfils the rigorous criteria of independence specified under Section 149(6) of the Act
and the SEBI Listing Regulations, ensuring the absolute objectivity of the Board.
(B) Guiding Principles for Remuneration Architecture:
• Competitiveness and Sufficiency: The level and composition of
remuneration are structured to be competitive, reasonable, and sufficient to attract,
retain, and motivate individuals of the high Caliber required to successfully run and
manage the corporate operations of the Company.
• Performance Linkage: The policy establishes a clear, measurable
relationship between performance benchmarks and the remuneration paid, ensuring that a
balance is maintained between fixed pay and performance-linked variable incentives that
mirror the short-term and long-term strategic goals of the organization.
• Balanced Component Design: The structural compensation packages are
carefully balanced to comprise fixed components, perquisites, and performance bonuses,
ensuring that the financial rewards align perfectly with the operational growth, corporate
health, and overall stakeholder value of the Company.
The comprehensive Nomination, Remuneration, and Evaluation Policy has been securely
implemented, and the full criteria governing executive compensation are hosted on the
official website of the Company.
19. Conservation of energy, technology absorption and foreign exchange earnings and
outgo:
Pursuant to the strict statutory mandates of Section 134(3)(m) of the Companies Act,
2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the exhaustive
particulars pertaining to the conservation of energy, technology absorption, and foreign
exchange earnings and outgo for the financial year ended 31st March, 2026, are
systematically furnished hereunder:
A. Conservation of Energy:
1. The steps taken or impact on conservation of energy: The Company remains
committed to environmental sustainability and energy conservation. During the period under
review, energy consumption was strictly monitored and optimized across all administrative
and operational levels. Routine measures such as the maximization of natural lighting,
utilization of energy-efficient LED fixtures, and regulated usage of air- conditioning
systems were continuously implemented to prevent power wastage.
2. The steps taken by the company for utilizing alternate sources of energy: Although
the Company has successfully altered its Main Object Clause to venture into Solar and
Renewable Energy segments, no specific steps for utilizing alternate sources of energy for
its own internal consumption were initiated during the financial year under review.
3. The capital investment on energy conservation equipment: During the financial
year 2025-2026, there was no capital investment made by the Company specifically toward
energy conservation equipment.
B. Technology Absorption:
1. The efforts made towards technology absorption: The Company continues to rely
on indigenous processes and standard information technology systems for its day-to-day
administrative and compliance functions. No new specific manufacturing or operational
technology was absorbed during the year.
2. The benefits derived like product improvement, cost reduction, product
development or import substitution: Not Applicable, as no new core technology was
absorbed during the year.
3. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
o The details of technology imported: Nil o The year of import: Not Applicable
o Whether the technology been fully absorbed: Not Applicable
o If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable
4. The expenditure incurred on Research and Development (R&D): During the
financial year under review, the Company did not carry out any research activities and
hence, no capital or recurring expenditure was incurred on Research and Development.
C. Foreign Exchange Earnings and Outgo:
Based on the audited financial statements for the year under review, there were no
foreign exchange transactions. The Foreign Exchange earned in terms of actual inflows
during the year and the Foreign Exchange outgo during the year in terms of actual outflows
are as follows:
Particulars |
Financial Year 2025-2026 (Rs. In Lakhs) |
Financial Year 2024-2025 (Rs. In Lakhs) |
Foreign Exchange Earnings |
Nil |
Nil |
Foreign Exchange Outgo |
Nil |
Nil |
20.Details of establishment of vigil mechanism for directors and employees:
Pursuant to the strict statutory mandates of Section 177(9) and 177(10) of the
Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014, and Regulation 22 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a
robust and comprehensive Vigil Mechanism and accordingly formulated a formal Whistle
Blower Policy for its directors and employees.
The primary objective of this mechanism is to provide a secure and confidential channel
for directors and employees to report genuine concerns or grievances, including instances
of unethical behaviour, actual or suspected fraud, or any violation of the Company's Code
of Conduct. The structured mechanism adopted by the Company ensures complete
confidentiality and provides for adequate and stringent safeguards against the
victimization or harassment of any Whistle Blower who avails of such mechanism in good
faith.
Furthermore, the policy provides for direct and unimpeded access to the Chairman of the
Audit Committee in appropriate and exceptional cases to ensure impartial redressal of the
concerns raised. The overall functioning and efficacy of the Vigil Mechanism are reviewed
by the Audit Committee on a periodic basis. Your Directors formally affirm and place on
record that during the financial year under review, no personnel or Whistle Blower has
been denied access to the Audit Committee of the Board.
The comprehensive Whistle Blower Policy outlining the operational details of the Vigil
Mechanism is officially hosted and readily accessible on the website of the Company at
www.adlinechemlab.com.
21. Particulars of loans given, guarantees given, investments made and securities
provided:
Pursuant to the strict compliance requirements of Section 134(3)(g) and Section 186 of
the Companies Act, 2013, read with the applicable provisions of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Board of Directors confirms that during the
financial year ended 31st March, 2026, the Company has not given any loans, provided any
guarantees or securities to any other body corporate or person, nor has it made any
investments that attract the provisions of Section 186 of the Companies Act, 2013.
The exhaustive details and disclosures pertaining to all financial assets, liabilities,
and related party transactions are systematically provided in the Notes forming part of
the Audited Financial Statements attached to this Annual Report.
22. Managerial Remuneration:
Pursuant to the stringent provisions 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, the exhaustive information and statistical disclosures pertaining
to the ratio of the remuneration of each Director to the median employee's remuneration,
and other prescribed details regarding the remuneration of Key Managerial Personnel and
employees, are formally enclosed as "Annexure - A" and form an integral
part of this Board's Report.
The Board of Directors formally affirms that the remuneration paid to the Directors,
Key Managerial Personnel, and all other employees is strictly in accordance with the
Nomination and Remuneration Policy formulated and adopted by the Company. During the
financial year 2025-2026, the Company did not pay any remuneration to its Non-Executive
and Independent Directors, other than the permissible sitting fees for attending the
formal meetings of the Board of Directors and its designated Committees.
Furthermore, your Directors categorically confirm and place on record that during the
financial year ended 31st March, 2026, the Company had no employee, whether employed
throughout the financial year or for a part thereof, who was in receipt of remuneration
aggregating to or in excess of the statutory limits prescribed under the provisions of
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 (i.e., Rupees One Crore
and Two Lakhs per annum, or Rupees Eight Lakhs and Fifty Thousand per month).
Accordingly, the requirement of furnishing a separate exhaustive statement containing
the names and prescribed particulars of top ten employees or employees drawing
remuneration in excess of the specified limits under Rule 5(2) and 5(3) does not apply to
the Company for the year under review.
23. Particulars of contracts or arrangements with related parties:
Pursuant to the strict provisions of Section 134(3)(h) and Section 188(1) of the
Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, and the
applicable provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board of Directors places on record
the details of contracts and arrangements entered into with related parties.
Your Directors formally affirm that all contracts, arrangements, and transactions
entered into by the Company with related parties during the financial year ended 31st
March, 2026, were strictly in the ordinary course of business and were executed on an
absolute arm's length basis. During the period under review, the Company has not entered
into any material contract, arrangement, or transaction with related parties which would
attract the stringent provisions of Section 188(1) of the Companies Act, 2013, or which
would require specific reporting in Form No. AOC-2.
Consequently, the statutory requirement of appending Form No. AOC-2 to this Board's
Report is not applicable for the financial year 2025-2026.
Furthermore, the exhaustive and unabridged disclosures regarding all related party
transactions, encompassing loan receipts, repayments, managerial remuneration, and other
financial balances, as mandated under Indian
Accounting Standard (Ind AS) 24, are systematically detailed in Note 16 of the Audited
Financial Statements forming an integral part of this Annual Report. The disclosures
required under Para A of Schedule V of the SEBI Listing Regulations are formally enclosed
herewith as "Annexure - B".
24.Auditors and Auditors' Report:
Pursuant to the applicable provisions of the Companies Act, 2013, and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the disclosures pertaining to the Statutory Auditors, the Secretarial Auditors, and
their respective reports for the financial year ended 31st March, 2026, are detailed
hereunder:
• Statutory Auditors:
In compliance with the provisions of Section 139 and Section 142 of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Jain Kedia &
Sharma, Chartered Accountants, Ahmedabad (Firm Registration No. 103920W), were appointed
as the Statutory Auditors of the Company. Following the casual vacancy caused by the
resignation of the erstwhile auditors during the previous financial year, M/s. Jain Kedia
& Sharma were formally appointed to hold the office of Statutory Auditors for a period
of five consecutive financial years, i.e., from the financial year 2024-2025 until the
financial year 2028-2029.
• Statutory Auditors' Report:
The Board of Directors has formally received the Statutory Auditors' Report on the
Audited Financial Statements of the Company for the financial year ended 31st March, 2026.
The notes on the financial statements referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for any further comments or explanations from
the Board under Section 134(3)(f) of the Companies Act, 2013.
• Secretarial Auditors and Secretarial Audit Report:
Pursuant to the stringent provisions of Section 204 of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, every listed company is mandated to annex a Secretarial Audit Report to its Board's
Report.
As reported in the previous year, the Board of Directors, in its duly convened meeting
held on 6th June, 2025, formally approved the appointment of M/s. Ishit Vyas & Co.,
Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditors of the Company for
a block of five consecutive financial years, commencing from the financial year 2025-2026
up to the financial year 2029-2030.
Accordingly, M/s. Ishit Vyas & Co., Practicing Company Secretaries, have conducted
the exhaustive Secretarial Audit of the Company for the financial year ended 31st March,
2026. The Secretarial Audit Report for the financial year 2025-2026, issued in the
prescribed statutory Form No. MR-3, is enclosed herewith and forms an integral part of
this Board's Report as "Annexure - C".
In compliance with the statutory mandates of Section 134(3)(f) of the Companies Act,
2013, the Board of Directors provides the following formal explanations and comments on
the qualifications, reservations, and adverse remarks explicitly made by the Secretarial
Auditors in their Secretarial Audit Report (Form No. MR-3):
1. Auditor's Observation regarding Non-Appointment of Company Secretary and Compliance
Officer: Board's Reply: The Board places on record that following the resignation of the
erstwhile Company Secretary on 14th August, 2025, the management was actively engaged in
the process of identifying a suitable candidate possessing the requisite qualifications
and experience. The delay was primarily attributable to the rigorous selection process
undertaken to ensure the right fit for the organization. The Board affirms that this
defect has been subsequently rectified with the successful appointment of Ms. Gopika
Mukesh Gokani as the whole-time Company Secretary and Compliance Officer with effect from
2nd April, 2026.
2. Auditor's Observation regarding Penalty Levied by BSE Limited: Board's Reply: In
relation to the penalty of Rs. 1,06,200/- levied by BSE Limited via notice dated 20th May,
2026, for non-compliance with
Regulation 6(1) of SEBI (LODR) Regulations, 2015, the Board formally confirms that the
Company has paid the said penalty amount in full.
3. Auditor's Observation regarding Non-Appointment of Internal Auditor: Board's Reply: The
Board notes the observation regarding the non-compliance with Section 138 of the Companies
Act, 2013. The management is actively evaluating prospective professional firms and shall
ensure strict compliance with the said provision in the ensuing financial year.
25. Reporting of Frauds by Auditors:
In compliance with the statutory provisions of Section 134(3) (ca) and Section 143(12)
of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the
Board of Directors categorically affirms that during the financial year 2025-2026, neither
the Statutory Auditors nor the Secretarial Auditors of the Company have reported any
incident of fraud committed against the Company by its officers or employees to the Audit
Committee or the Board of Directors.
26. Management Discussion and Analysis Report:
Pursuant to the strict and mandatory provisions of Regulation 34(2)(e) read with
Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a detailed and exhaustive Management
Discussion and Analysis Report for the financial year ended 31st March, 2026, is formally
presented and forms an integral part of this Annual Report.
This comprehensive report systematically encapsulates and deals with the Company's
macro-economic environment, Business Operations, Financial Performance Analysis, Strategic
Expansion and Diversification into newly adopted business verticals (including Renewable
Energy, EPC turn-key projects, and Organic Commodity Trading), Risk Management Framework,
Marketing Strategy, Safety and Environmental compliances, and Human Resource Development
initiatives.
The unabridged and full-length Management Discussion and Analysis Report, containing
all the requisite statutory disclosures, is officially enclosed herewith as "Annexure
- D" and is to be read as a part of this Board's Report.
27. Corporate Governance Report:
Pursuant to the exemption provisions explicitly stipulated under Regulation 15(2)(a) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, compliance with the corporate governance provisions as
specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of
Regulation 46, and paras C, D, and E of Schedule V shall not apply to a listed entity
having paid-up equity share capital not exceeding Rupees Ten Crores and net worth not
exceeding Rupees Twenty-Five Crores, as on the last day of the previous financial year.
The Board of Directors formally places on record that as on 31st March, 2026, the
Paid-up Equity Share Capital of the Company stands at Rs. 5.85 Crores and the Net Worth of
the Company is a negative Rs. 177.44 Lakhs. Since both the financial parameters are well
below the prescribed statutory threshold limits, the Company continues to remain fully
exempted from the mandatory compliance of the aforementioned Corporate Governance
regulations for the financial year under review.
Consequently, a separate exhaustive Corporate Governance Report is not mandated to be
appended to this Annual Report. However, a formal declaration and certification detailing
the Non-Applicability of Corporate Governance provisions is enclosed herewith as
"Annexure - E" and forms an integral part of this Board's Report.
28. Risk Management:
Pursuant to the statutory requirements and the established corporate governance
practices, the exhaustive disclosures pertaining to the Risk Management Framework of the
Company are systematically detailed hereunder:
Formulation and Adequacy of Risk Management Framework
The Company recognizes that risk is an inherent characteristic of corporate enterprise
and is fully committed to managing it proactively, systematically, and structurally. In
line with this commitment and the applicable provisions of the Companies Act, 2013, the
Company has successfully developed, framed, and implemented a highly integrated formal
Risk Management Framework. This framework is meticulously designed for continuous risk
assessment and minimization, ensuring that business risks are proactively identified,
evaluated, tracked, and mitigated to safeguard long-term corporate sustainability, ensure
smooth operations, and protect stakeholder value. The Audit Committee, in conjunction with
the senior administrative personnel and the Board of Directors, systematically reviews the
adequacy of this risk management framework on a periodic basis to absorb emerging industry
challenges, assess systemic exposures, and optimize internal management controls.
The core risk elements identified by the Management as having a potential bearing on
organizational continuity, along with their established structural controls and mitigation
strategies, are exhaustively detailed below:
Regulatory Changes and Compliance of Various Applicable Laws
As a listed corporate entity that is actively transitioning and diversifying its
operational mandate into the heavily regulated domains of renewable energy generation
(Solar, Bio-Mass, Hydro), Engineering, Procurement, and Construction (EPC) turnkey
projects, and agricultural commodity trading, the Company is inherently exposed to complex
and dynamically shifting legal, secretarial, and environmental mandates. The Company
effectively mitigates this risk by maintaining an exhaustive internal compliance mapping
infrastructure and utilizing experienced legal and secretarial experts to ensure
unconditional and absolute adherence to the Companies Act, 2013, SEBI Regulations,
environmental protection laws, and local statutory requirements.
Technological Obsolescence
The renewable energy sector and industrial engineering disciplines are characterized by
rapid technological advancements and the continuous evolution of operational standards.
The Management directly addresses this exposure by investing heavily in rigorous technical
due diligence, partnering with established technology providers, and ensuring that any
capital deployed toward new infrastructure utilizes state-of-the-art, scalable, and
adaptable technological frameworks.
New Capital Investments Return
The Company is systematically executing long-term financial allocations toward capital
projects to revive operational profitability. To strictly safeguard capital returns, the
Management subjects all capital expenditure (CapEx) initiatives to exhaustive technical
evaluations, stringent budgetary monitoring, and milestone-based project reviews before
and during capitalization under Capital Work-in-Progress (CWIP).
Contractual and Litigation Risks
The execution of complex EPC contracts and bulk commodity trading inherently carries
the risk of costly commercial disputes, vendor defaults, or corporate litigations. The
Company maintains transparent documentation, strict legal vetting processes, and strong
contractual frameworks across all its trade deals, engineering consortiums, and creditor
agreements to completely insulate the enterprise from such commercial liabilities.
Board's Affirmation on Risk Management
The Board of Directors has thoroughly evaluated these exhaustive operational risk
matrices and formally confirms that a robust, functional, and responsive risk mitigation
mechanism is firmly in place. The Board affirms that these structured measures ensure that
even if any of these exposures materialize, their financial or operational impact on the
Company is kept at an absolute minimum or completely neutralized, thereby protecting the
long-term existence and strategic vision of the Company.
29.Directors' Responsibility Statement:
Pursuant to the mandatory statutory requirements stipulated under Section 134(3)(c)
read with Section 134(5) of the Companies Act, 2013, the Board of Directors of Adline Chem
Lab Limited formally subscribes to the "Directors' Responsibility Statement" and
places on record the following confirmations for the financial year ended 31st March,
2026:
a. In the preparation of the Annual Accounts for the financial year ended 31st March,
2026, the applicable Indian Accounting Standards (Ind AS) as specified under Section 133
of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, have been
followed, and there are no material departures from the same;
b. The Directors have selected such accounting policies and applied them consistently,
and have 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 as at the end of the financial year
and of the loss of the Company for the year under review;
c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the Annual Accounts for the financial year ended 31st
March, 2026, on a 'going concern' basis;
e. The Directors have laid down the internal financial controls to be followed by the
Company, and the Board affirms that such internal financial controls are adequate and were
operating effectively throughout the financial year; and
f. The Directors have devised proper systems, frameworks, and compliance mechanisms to
ensure compliance with the provisions of all applicable laws, including but not limited to
the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and other sectoral regulations, and the Board confirms that such
systems are adequate and were operating effectively.
30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The Company is firmly committed to providing a safe, secure, and conducive work
environment that is free from sexual harassment, discrimination, and exploitation. In
strict compliance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder, the
Company has duly constituted an Internal Complaints Committee (ICC) to comprehensively
redress any complaints received regarding sexual harassment.
The Company has strictly complied with all applicable provisions of the said Act. Your
Directors further confirm and state the following details pertaining to the financial year
2025-2026:
• Number of complaints of sexual harassment received during the year: Nil
• Number of complaints disposed of during the year: Not Applicable
• Number of cases pending for more than ninety days: Nil
• Number of workshops or awareness programs against sexual harassment carried out:
02
• Nature of action taken by the employer or District Officer: Not Applicable
31. Directors Training & Familiarization:
Pursuant to the explicit provisions of Regulation 25(7) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read
with Schedule IV of the Companies Act, 2013, the Company has instituted a comprehensive
and structured 'Familiarization Programme' for its Board members, particularly the
Independent Directors.
The Directors are regularly informed and updated during the duly convened meetings of
the Board and its respective Committees regarding the multidimensional activities of the
Company, its evolving business operations, and the specific challenges and macroeconomic
shifts faced by the sectors in which the Company operates. Considering the Company's
strategic pivot and diversification during the year, the familiarization framework was
specially tailored to cover the transition from legacy chemical manufacturing into the
Renewable Energy, Engineering, Procurement, and Construction (EPC), and Organic Commodity
Trading sectors.
Taking into account the long association of the Directors with the Company, their
seniority, and their profound expertise in their respective areas of specialization,
exhaustive training and familiarization sessions were conducted covering the following
critical domains:
• The exhaustive statutory Roles, Rights, Responsibilities, and Duties of
Independent Directors under the Companies Act, 2013, and SEBI Regulations.
• The re-aligned Business Development Strategy, operational scaling plans, and
capital allocation frameworks associated with the newly adopted Renewable Energy and EPC
business verticals.
• The statutory amendments and strict compliance mandates brought in by the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
• The continuous amendments and structural changes in the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• The updated Risk Management matrices, environmental, social, and governance
(ESG) parameters, and internal financial controls applicable to the Company's expanding
corporate footprint.
32. Meetings:
A calendar of Meetings is prepared and circulated in advance to the Directors. During
this year, 7 (Seven) meetings of the Board of Directors were held i.e., 12th April, 2025,
09th May, 2025, 13th June, 2025, 12th August, 2025, 14th August, 2025, 12th November, 2025
and 10th February, 2026.
The intervening gap between the Meetings was within the period prescribed under The Act
and The Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015[LODR].
33. Audit Committee:
The Audit Committee of the Board consists of Two Independent and One Non-Executive
Non-Independent Director. The composition, role, terms of reference as well as power of
the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and
Section 177 of The Act and Rules framed thereunder.
The details of all related party transactions are placed periodically before the Audit
Committee. All the recommendations made by the Audit Committee were accepted by the Board.
The Company has in place a Vigil Mechanism; details of which are available on the
Company's website.
The Audit Committee comprises of the following Members as on 31st March, 2026: -
Name |
Designation |
Category |
Mr. Dhawal Akhilesh Deopura |
Chairman |
Non-Executive, Independent Director |
Ms. Shivani Pathak |
Member |
Non-Executive, Independent Director |
Mr. Krish Patel |
Member |
Non-Executive, Independent Director |
Mr. Parikh H. A. |
Member Resigned w.e.f. 12.11.2025) |
Non- Executive, Non- Independent |
There were 4 (Four) Meetings of the Audit Committee of the Board of Directors held
during the Financial Year 2025-2026, (i.e., 09thMay, 2025, 12th August, 2025, 12th
November, 2025, 10th February, 2026).
The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings
as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit
Committee. The Audit Committee has made observations and recommendations to the Board of
Directors, which have been noted and accepted by the Board.
During the Financial Year 2025-2026, all recommendations made by the Audit Committee to
the Board of Directors were accepted by the Board and there were no instances where the
recommendations were not accepted.
34.Nomination and Remuneration Committee:
In compliance with Section 178 of The Act, Your Company has in place a "Nomination
and Remuneration Committee". The powers, role and terms of reference of the
Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19
of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides
other terms as may be referred by the Board of Directors.
The Nomination and Remuneration Committee comprises of the following Members as on
March 31st, 2026: -
Name |
Designation |
Category |
Mr. Dhawal Akhilesh Deopura |
Member |
Non-Executive, Independent Director |
Mr. Krish Patel |
Member |
Non-Executive, Independent Director |
Ms. Shivani Pathak |
Chairman |
Non-Executive, Independent Director |
Mr. Parikh H. A. |
Member Resigned w.e.f. 12.11.2025) |
Non- Executive, Non- Independent |
There was 3 (Three) Meetings of the Nomination and Remuneration Committee of the Board
of Directors held during the Financial Year 2024-25 i.e., on 12th April, 2025, 13thJune,
2025, 10th February, 2026.
35.Stakeholders' Relationship Committee:
Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has
constituted a Stakeholders' Relationship Committee of the Board of Directors, comprising
of the following Members during the Financial Year 2025-2026: -
Name |
Designation |
Category |
Mr. Krish Patel |
Member |
Non-Executive, Independent Director |
Mr. Dhawal Akhilesh Deopura |
Chairman |
Non-Executive, Independent Director |
Ms. Shivani Pathak |
Member |
Non-Executive, Independent Director |
Mr. Parikh H. A. |
Member Resigned w.e.f. 12.11.2025) |
Non- Executive, Non- Independent |
During the Financial Year 2025-26, 1 (One) Meeting of the Stakeholders' Relationship
Committee was held, i.e., on 10th February, 2026.
36.Independent Director Committee
Name |
Designation |
Category |
Mr. Dhawal Akhilesh Deopura |
Chairman |
Non-Executive, Independent Director |
Ms. Shivani Pathak |
Member |
Non-Executive, Independent Director |
Mr. Krish Patel |
Member |
Non-Executive, Independent Director |
Mr. Him Vyas |
Member |
Non-Executive, Independent Director |
During the Financial Year 2025-26, 1 (One) Meeting of the Independent Director
Committee was held, i.e., on 10th February, 2026.
37.Secretarial Standards
Pursuant to the mandatory statutory provisions of Section 118(10) of the Companies Act,
2013, the Board of Directors categorically affirms that the Company has strictly complied
with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central Government.
Specifically, the Company has maintained absolute adherence to the procedural
frameworks and guidelines stipulated within Secretarial Standard-1 (SS-1) pertaining
to the 'Meetings of the Board of Directors' and Secretarial Standard-2 (SS-2) pertaining
to 'General Meetings'. All the duly convened meetings of the Board, its various
Committees, and the Shareholders during the financial year ended 31st March, 2026, were
systematically planned, conducted, recorded, and minuted in exhaustive compliance with
these Secretarial Standards.
38.Maintenance of cost records:
Pursuant to the statutory disclosures mandated under Section 134(3)(q) of the Companies
Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board of
Directors hereby explicitly clarifies and records that the Company is not required to
maintain cost accounts and operational cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014.
The individual turnover and operational thresholds generated across both the trading
and manufacturing segments of the Company during the financial year under review do not
trigger the statutory limits mandated under the applicable rules.
Accordingly, such financial accounts, detailed cost sheets, and costing registers are
not legally required to be prepared, made, or maintained by the management for the
financial year ended 31st March, 2026, and no separate filing is required to be submitted
to the Central Government (Ministry of Corporate Affairs).
39. Depository System:
In order to provide maximum efficiency, seamless transactional convenience, and
absolute security to its shareholders, the equity shares of the Company are fully admitted
and available for dematerialization across both the premier national depositories
established in India, namely:
• National Securities Depository Limited (NSDL)
• Central Depository Services (India) Limited (CDSL)
The International Securities Identification Number (ISIN) structurally allotted to the
Company's equity shares is INE276T01018.
Pursuant to the operational mandates issued by the Securities and Exchange Board of
India (SEBI) and the Ministry of Corporate Affairs (MCA), the Company's equity shares can
only be transferred or traded in dematerialized form on the stock exchange. The Board of
Directors strongly advises and requests all those members who continue to hold their
equity shares in physical certificate form to take proactive steps to convert their
physical holdings into dematerialized format with a registered Depository Participant (DP)
of their choice.
This conversion eliminates all structural risks associated with physical certificates,
such as loss in transit, theft, forgery, or accidental mutilation, while facilitating
instant electronic trade settlements.
40. Proceedings Pending Under the Insolvency and Bankruptcy Code, 2016:
The Board of Directors categorically affirms that during the financial year ended 31st
March, 2026, no application was made against the Company, nor were any proceedings pending
against the Company, under the Insolvency and Bankruptcy Code, 2016 (IBC). Consequently,
there are no material developments or ongoing litigations to report under this head, and
the Company remains in full compliance with its financial and operational obligations.
41. Difference in valuation:
The Company has not made any one-time settlement against loans obtained from any Banks
or Financial Institutions during the financial year ended 31st March, 2026. Consequently,
the disclosure requirement stipulated under the Companies (Accounts) Rules, 2014,
regarding the difference between the valuation at the time of one- time settlement and the
valuation done while taking a loan from Banks or Financial Institutions, is not applicable
to the Company.
42. Acknowledgements:
Your Directors wish to place on record sincere appreciation for the support and
co-operation received from various Central and State Government Departments, organizations
and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company,
viz., Shareholders, customers, dealers, vendors, banks and other business partners for
excellent support received from them during the Financial Year under review. Your
Directors also express their warm appreciation to all the employees of the Company for
their unstinted commitment and continued contribution to the growth of your Company.
Date: 27.08.2026 |
By order of the Board, |
|
Place: Ahmedabad |
For, Adline Chem Lab Limited |
|
|
SD/- |
SD/- |
|
Managing Director |
Director |
|
Vrushank Patel |
Nilay Vaghasiya |
|
DIN:05310613 |
DIN: 08050673 |
|