Dear Members,

The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements for the year ended March 31, 2023.

(` lakhs)

* Consolidated results for 2022-23 and 2021-22 are not comparable because of the commencement of operations by Amal Speciality Chemicals Ltd (ASCL), a wholly-owned subsidiary in the quarter ended on September 30, 2022.

During 2022-23, revenue from operations decreased by 10% (decrease in selling price by 8% and decrease in sales volume by 2%) from

` 4,348 lakhs to ` 3,916 lakhs. The Company reported profit before tax (PBT) of ` 137 lakhs in 2022-23 against PBT of ` 332 lakhs in 2021-22 on account of lower price realisation and volume due to sluggish demand.

Consolidated

Consolidated revenue from operations increased from ` 4,348 lakhs to ` 6,132 lakhs on account of sales from 300 tpd Sulphuric acid plant, commissioned in ASCL, a wholly-owned subsidiary in the quarter ended on September 30, 2022. The consolidated loss is ` 1,569 lakhs against the standalone PBT of ` 137 lakhs. The negative PBT is on account of technology related problems (being resolved), lower utilisation | sale of steam and lower sales due to subdued demand and higher interest and depreciation.

Directors have not recommended dividend considering the meagre profit on standalone basis and loss of ` 1,611 lakhs on consolidated basis.

During 2022-23, the Company allotted 29,37,662 equity shares of ` 10 each at a premium of ` 160 per share aggregating to

` 4,994 lakhs on a rights basis to eligible shareholders. Post issue, equity share capital of the Company is ` 1236.27 lakhs.

Information required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this report which is given on page number 12.

The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

Risk management is an integral part of the business practices of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to business reality, pragmatic and simple and involves the following: i) Risk identification and definition - Focuses on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors. ii) Risk classification - Focuses on understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk inter-relationships. iii) Risk assessment and prioritisation - Focuses on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and the existing mitigation controls. iv) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definitionof actions, responsibilities and milestones. v) Risk reporting and monitoring - Focuses on providing to the Audit Committee and the Board, periodic information on risk profile evolution and mitigation plans.

Roles and responsibilities

Governance

The Board has approved the Risk Management Policy of the Company. The Company has laid a down procedures to inform the Board on i) to iv) listed above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board. The Board reviews and guides the Risk Management Policy.

Implementation

Implementation of the Risk Management Policy is the responsibility of the Management. It ensures functioning of the risk management system as per the guidance of the Audit Committee. The Company has a risk management oversight structure in which each sub-segment has a Chief Risk and Compliance Officer.

The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and Board.

08. Internal financial controls

The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial

Statements. These include those policies and procedures that: i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company, iii) provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls with respect to the Financial Statements.

The Management assessed the effectiveness of the internal financial controls over financial reporting as of

March 31, 2023, and the Board believes that the controls are adequate.

During 2022-23, the Company did not accept any fixed deposits.

Particulars of loans, guarantees, investments and security provided are given on page numbers 86.

There were no changes in the subsidiary, joint venture and associate company, which were reported earlier.

All the transactions entered into with the related parties were in ordinary course of business and on an arm's length basis. Details of such transactions are given on page number 99. No transactions were entered into by the Company that required disclosure in Form AOC-2.

The Corporate Social Responsibility (CSR) Policy, the CSR Report and the composition of the CSR Committee are given on page number 12.

Annual return for 2022-23, is available on the website of the Company at www.amal.co.in/investors/information-for-stakeholders/annual-general-meeting

Deloitte Haskins & Sells LLP, Chartered Accountants (DHS) were reappointed as the Statutory Auditors of the Company at the 48^th Annual General Meeting (AGM) held on September 08, 2022, until the conclusion of the 53^rd AGM.

The Auditor's Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report.

Secretarial Auditors

SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2022-23 and their report is given on page number 16.

16.1 In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures.

16.2 The accounting policies were selected and applied consistently and judgements and estimates thus made were 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 and loss of the

Company for that period.

16.3 Proper and maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

16.4 The attached annual accounts for the year ended March 31, 2023, were prepared on a going concern basis.

16.5 Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. This is given under para number 08.

16.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.

17.1 Appointments | Reappointments | Cessations 17.1.1 According to the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the AGM scheduled on September 08, 2023. 17.2 Policies on appointment and remuneration 17.2.1 Appointment While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors: i) Qualification: well-educated and experienced in senior leadership positions in industry | profession ii) Traits: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest

17.2.2 Remuneration of the Non-executive Directors i) Sitting fees: up to ` 30,000 for attending a Board, Committee and any other meeting ii) Commission: up to 1% of net profit as may be decided by the Board based on the following factors: a) Membership of committee(s) b) Profit c) Attendance d) Category (Independent or Non-executive) 17.2.3 Remuneration of the Managing Director This is given under para number 18.2.

17.3 Criteria and method of annual evaluation 17.3.1 The criteria for evaluation of the performance of i) the Executive Directors, ii) the Non-executive Directors (other than Independent Directors), iii) the Independent Directors, iv) the Chairman, v) the Committees of the Board and vi) the Board as a whole are summarised in the table at the end of the Directors' Report at page number 10. 17.3.2 The Independent Directors have carried out annual: i) review of the performance of the Executive Directors ii) review of the performance of the Non-executive Directors (other than Independent Directors) iii) review of the performance of the Chairman, assessment of quality, quantity and timeliness of the flow of information to the

Board and iv) review of the performance of the Board as a whole.

17.3.3 The Board has carried out an annual evaluation of the performance of: i) its committees namely Audit, Corporate Social Responsibility, Nomination and Remunerationand Stakeholders Relationship ii) the Independent Directors The templates for the above purpose were circulated in advance for feedback of the Directors. 17.4 Familiarisation programs for the Independent Directors The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes.

18.1 Appointments and cessations of the key managerial personnel There were no appointments | cessations of the key managerial personnel during 2022-23. 18.2 Remuneration The Remuneration Policy of the key managerial personnel and other employees consists of the following: 18.2.1 Components: i) Fixed pay a) Basic salary b) Allowances c) Perquisites d) Retirals ii) Variable pay

18.2.2 Factors for determining and changing fixed pay: i) Existing compensation ii) Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 18.2.3 Factors for determining and changing variable pay: i) Business performance ii) Individual performance iii) Work level

The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number 19.

The Company is not required to disclose the information required as there were no employees during 2022-23 drawing remuneration exceeding the limit specified.

The Management Discussion and Analysis covering performance is given at page number 20.

21.1 Declaration given by the Independent Directors The Independent Directors have given declarations under Section 149(6) of the Act. 21.2 Report The Corporate Governance Report is given at page number 21. Details about the number of meetings of the Board held during 2022-23 are given at page number 26. The composition of the Audit Committee is given at page number 29.

All the recommendations given by the Audit Committee were accepted by the Board. 21.3 Whistleblowing Policy The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the code of conduct of the Company and is displayed on the website of the Company at www.amal.co.in/investors/ policies/ No personnel has been denied access to the Audit Committee.

21.4 Secretarial standards

Secretarial standards as applicable to the Company were followed and complied with during 2022-23.

21.5 Prevention, prohibition and redressal of sexual harassment Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder are given at page number 33.

The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and government authorities, stock exchanges and investors for their support.

For and on behalf of the Board of Directors (Sunil Lalbhai) Mumbai Chairman

April 20, 2023 DIN: 00045590