Your Board of Directors ("Board") is pleased to present the 37th Annual Report of Advanced Enzyme Technologies Limited ("Company") along with the Audited financial statements for the financial year ended March 31,2026.
FINANCIAL HIGHLIGHTS
The financial performance of your Company for the financial year ended March 31, 2026 is summarized below:
|
(? in million)
|
|
Particulars
|
Standalone
|
Consolidated
|
|
Year ended March 31, 2026
|
Year ended March 31, 2025
|
Year ended March 31, 2026
|
Year ended March 31, 2025
|
|
Revenue from operations
|
4,528
|
3,514
|
7,458
|
6,369
|
|
EBITDA
|
1,104
|
706
|
2,291
|
1,944
|
|
Less:
|
|
|
|
|
|
Finance Cost
|
2
|
2
|
26
|
35
|
|
Depreciation and Amortisation
|
121
|
114
|
401
|
365
|
|
Add:
|
|
|
|
|
|
Other income
|
634
|
615
|
348
|
330
|
|
Profit before exceptional items and Tax
|
1,615
|
1,205
|
2,212
|
1,874
|
|
Exceptional items
|
38
|
0
|
(114)
|
0
|
|
Profit Before Tax (PBT)
|
1,577
|
1,205
|
2,325
|
1,874
|
|
Less: Provision for Taxation
|
|
|
|
|
|
Current tax
|
271
|
169
|
566
|
495
|
|
Deferred tax
|
(12)
|
12
|
22
|
39
|
|
MAT credit entitlement
|
-
|
-
|
3
|
(2)
|
|
Tax adjustment for earlier years
|
-
|
-
|
(1)
|
2
|
|
Tax expenses
|
259
|
181
|
589
|
534
|
|
Profit for the year
|
1,318
|
1,024
|
1,736
|
1,340
|
|
Surplus Brought Forward from the Previous Year
|
5,147
|
4,696
|
11,531
|
10,795
|
|
Amount Available for Appropriations
|
5,891
|
5,147
|
13,267
|
12,135
|
|
Earnings Per Share (Amount in ?)
|
|
|
|
|
|
Basic
|
11.78
|
9.16
|
15.08
|
11.72
|
|
Diluted
|
11.76
|
9.15
|
15.06
|
11.71
|
Revenue - Consolidated
Your Company's revenue from operations on a consolidated basis increased to ' 7,458 million in the financial year 2025-26 ("FY26") from ' 6,369 million in the financial year 2024-25 ("FY25"), a growth rate of 17%. The total revenue comprises international sales amounting to ' 3,731 million (FY25 - ' 3,464 million), an increase of 8% and domestic sales amounting to ' 3,727 million (including Export Incentives of ' 8 million) (FY25 - ' 2,905 million (including Export Incentives of ' 4 million)), an increase of 28%.
Your Company's domestic sales constitute about 50% of revenue from operations during FY26 as compared to 46% of revenue from operations during FY25. International sales were 50% of revenue from operations as compared to 54% of revenue from operations during FY25.
Revenue - Standalone
Your Company's revenue from operations on a standalone basis is ' 4,528 million in FY26 from ' 3,514 million in FY25, an increase of 29%. The total revenue comprises international sales of ' 1,521 million (FY25 - ' 1,270 million), an increase of 20% and domestic sales at ' 3,007 million (including Export Incentives of ' 7 million) (FY25 -' 2,244 million (including Export Incentives of ' 4 million)), an increase of 34%.
The domestic sales constitute 66% of revenue from operations during FY26 as compared to 64% of revenue from operations during FY25. International sales is 34% of revenue from operations during FY26 as compared to 36% of revenue from operations during FY25.
Profits - Consolidated
EBITDA (Earnings before interest, tax, depreciation & amortization excluding other income) during FY26 was ' 2291 million (31%) as compared to ' 1944 million (31%) during FY25, an increase of 18%.
Profit before tax stood at ' 2325 million (31%) during FY26 as against '1,874 million (29%) in the previous year, an increase of 24%. Profit after tax stood at ' 1736 million during FY26 as compared to ' 1,340 million during FY25, an increase of 30%.
Profits - Standalone
EBITDA during the year under review was at ' 1104 million (24%) as compared to ' 706 million (20%) in FY25. Profit before tax stood at ' 1,577 million during FY26 as compared to ' 1,205 million in FY25, an increase of 31%. Profit after tax stood at ' 1,318 million during FY26 as compared to ' 1,024 million during FY25, an increase of 29 %.
DIVIDEND
During the financial year under review, the Board of Directors of your Company had declared an Interim Dividend @ 200%
i.e. ' 4 per Equity Share of face value of ' 2 each for the financial year 2025-26, aggregating to about ' 447.52 million (subject to deduction of taxes, as applicable).
Pursuant to the Dividend Distribution Policy of the Company, the Board of Directors has recommended a final Dividend @ 67.5 % i.e. ' 1.35 per Equity Share of face value of ' 2 each for the financial year 2025-26 ("FY26"), aggregating to about ' 151.10 million (subject to deduction of taxes, as applicable) i.e. an increase of 12.5% on the previous year final Dividend.
The final Dividend payout is subject to approval of the Members at 37th Annual General Meeting ("AGM") of your Company.
The Dividend Distribution Policy of the Company is available on the website of the Company at www.advancedenzymes. com/investors/corporate-governance/#codes-and-policies.
In accordance with the provisions of the Income Tax Act, 2025 as amended, the dividend declared and paid by the Company is taxable in the hands of its Members and the Company is required to deduct tax at source (‘TDS') from dividend paid to the Members at the applicable rates.
RESERVES
During the FY26, your Company has not transferred any amount to the General Reserves.
EMPLOYEES STOCK OPTION PLAN
The Members of the Company approved Advanced Enzyme Technologies Limited - Employees Stock Option Scheme 2022 ("ESOP Scheme 2022") and related matters on August 19, 2022 at the 33rd Annual General Meeting of the Company. Your Company has received the In-principle approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
During the reporting period:
(i) the Security Allotment Committee at its meeting held on October 07, 2025 allotted 45,650 Equity Shares of face value of ' 2 per share pursuant to the Exercise of the Stock Options under ESOP Scheme 2022. Consequent to the said allotment, the paid-up share capital of the Company increased from ' 223,762,300 comprising of 111,881,150 Equity Shares of ' 2 each to ' 223,853,600 comprising of 111,926,800 Equity Shares of ' 2 each.
(ii) the Nomination and Remuneration Committee through its circular resolution on March 27, 2025 approved the grant of 512,500 Stock Options under ESOP Scheme 2022. Out of which, 53,225 Stock Options vested on March 28, 2026. Based on the Exercise of Stock Options, the Board at its meeting held on May 09, 2026 allotted 49,350 Equity Shares. Consequent to the said allotment, the paid-up share capital of the Company increased to ' 223,952,300 comprising of 111,976,150 Equity Shares of ' 2 each.
The disclosure pertaining to the said ESOP Scheme 2022 as required under the Act and SEBI SBEB Regulations are provided on the website of the Company under the tab ‘Details of Employees Stock Option' at www.advancedenzymes.com/investors/shareholder-information
The Company has received a certificate from Mr. Shiv Hari Jalan, Proprietor of Shiv Hari Jalan & Co., Practicing Company Secretaries that ESOP Scheme 2022 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (as amended) ["SEBI SBEB Regulations"] and the resolutions passed by the Members in the General meeting. The certificate will be placed at the ensuing AGM for inspection by the Members of the Company.
FINANCIAL STATEMENTS
The financial statements of your Company for the year ended March 31, 2026 are prepared in accordance with the Indian Accounting Standards ("IND AS"), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), rules framed thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof for the time being in force) ["SEBI Listing Regulations"] and forms part of this Integrated Annual Report.
The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31 , 2026.
SUBSIDIARIES
Your Company has 13 (thirteen) subsidiaries as on March 31, 2026 as listed below:
Domestic Subsidiaries:
1. Advanced Bio-Agro Tech Limited (60%) ["ABAT"];
2. Advanced EnzyTech Solutions Limited (100%) ["AESL"];
3. JC Biotech Private Limited (95.72%) ["JCB"];
4. SciTech Specialities Private Limited (51%) ["SciTech"]
5. Saiganesh Enzytech Solutions Private Limited (50%) ["Saiganesh"]
6. Advanced Nutrazyme Private Limited (100%) ["Nutrazyme"] (w.e.f. July 04, 2025)
In terms of the financial performances:
(i) ABAT's revenue for FY26 was ' 556 million (previous financial year ["FY25"] - ' 479 million), and Profit after Tax for FY26 was ' 66 million (FY25: ' 36 million).
(ii) AESL's revenue for FY26 was ' 171 million (FY25 -' 183 million), and Profit after Tax for FY26 was ' 14 million (FY25: ' 22 million).
(iii) JCB's revenue for FY26 was ' 728 million (FY25 -' 600 million), and Profit after Tax for FY26 was ' 29 million (FY25: ' 12 million).
(iv) SciTech's revenue for FY26 was ' 669 million (FY25 -' 542 million), and Profit after Tax for FY26 was ' 45 million (FY25: ' 37 million).
(v) Saignesh's revenue for FY26 was ' 157 million (FY25 - ' 213 million), and Profit after Tax for FY26 was ' 22 million (FY25: ' 16 million).
(vi) Nutrazyme's revenue for FY26 was ' 0.02 million (FY25 - NA), and Profit after Tax for FY26 was ' (0.17) million (FY25: NA)
International Subsidiaries:
1. Advanced Enzymes USA (100%)
A. Advanced Supplementary Technologies Corporation (100% Subsidiary of Advanced Enzymes USA) ;
B. Cal-India Foods International (doing Business as Specialty Enzymes and Biotechnologies) (100% Subsidiary of Advanced Enzymes USA);
C. Enzyme Innovation Inc. (100% Subsidiary of Cal-India Foods International);
D. Starya Labs Inc. (100% Subsidiary of Advanced Enzymes USA)
In terms of the consolidated financial performance of Advanced Enzymes USA, the revenue for FY26 was ' 2,122 million (FY25: ' 2,342 million), and Profit after Tax for FY26 was ' 784 million (FY25: ' 714 million).
2. Advanced Enzymes Europe B.V. (100%) ["AEE"]
In terms of the consolidated financial performance (including its subsidiary, evoxx technologies, GmbH), AEE's revenue for FY26 was ' 319 million (FY25 - ' 214 million), and profit for FY26 was ' 25 million (which includes about ' 71 million of operational profit, ' 9 million of other income, ' 10 million of deferred tax reversal, ' 61 million of amortization expense and ' 4 million of finance cost) as compared to loss of ' 30 million for FY25.
3. evoxx technologies GmbH (100% subsidiary of AEE) ["evoxx"]
For FY26, the revenue for evoxx was ' 319 million (FY25 - ' 214 million) and profit for FY26 was ' 50 million including operational profit of ' 72 million (FY25 - negative impact on the bottom line by ' 39 million including operational loss of ' 11 million) and charge of ' 27 million (FY25 - ' 28 million) of an amortization expense.
The Policy for determining Material Subsidiaries is available on the website of the Company: www.advancedenzymes. com/investors/corporate-governance. During the year under review, Cal-India Foods International in USA was a Material Subsidiary of your Company based on the criteria specified in the SEBI Listing Regulations.
A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited Consolidated financial statements together with Auditors' Report forms an integral part of the Annual Report.
The individual financial statements and other reports of the Company's subsidiaries have not been attached to the financial statements of the Company for FY26. Pursuant to the provisions of Section 136 of the Act read with the SEBI Listing Regulations, the financial statements of the subsidiaries and related information are uploaded on the website of your Company and can be accessed on the web link, www.advancedenzymes.com/investors/ quarterly-updates/financial-results and also available for inspection, during working hours at the registered office of the Company on working days except Saturdays and Sundays, up to the date of 37th AGM of the Company. Any Member desirous of conducting inspection and/or of seeking information on the Annual financial statements of the Company's subsidiaries may write and intimate in advance, to the Company Secretary.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review:
(i) Based on the approval of the Board of Directors of your Company, a wholly owned subsidiary in the name of Advanced Nutrazyme Private Limited was incorporated on July 04, 2025. An initial investment of ' 0.5 million has been made by the Company towards subscription of Equity Share Capital of the said subsidiary. It will be engaged in the business of the marketing and sales of various nutraceutical and wellness products under the brand name ‘WELLFA'.
(ii) The Board of Directors of your Company approved a collaboration of the Company with a developer engaged in the development of group captive wind power project, to avail and meet the power / electricity requirement of up to 1.9 MW through wind energy for the Plants of the Company at Sinnar, Maharashtra and Pithampur in Madhya Pradesh. In such case, the developer would undertake the group captive wind power plant project through a Special Purpose Vehicle company ("SPV") wherein the buyer of the wind power is required to invest in at least 26% of the said SPV as per the requirement of the applicable laws. In view of this, once the developer/in-principle terms are finalized and the requisite agreements formalized, the Company will be required to invest in upto 26% Equity shares of such SPV either singly or including the other consumer(s), if any, with the total investment amount in the said Equity Shares not to exceed ' 16.20 million. In view of this, the Company may not proceed further with the earlier approved group captive Solar power project.
The details are available on the website of the Company at www.advancedenzymes.com/investors/announcements-notices
Except as mentioned above, no other entity has become or ceased to be a Subsidiary, Joint Venture or Associate of the Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business including Risks, Opportunities and Threats are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms an integral part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:
(i) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates are made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit of the Company for the year ended on that date;
(iii) Proper and sufficient care has been taken for the 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;
(iv) the annual accounts have been prepared on a 'going concern' basis;
(v) Proper internal financial controls are devised to ensure compliance with all the provisions of the applicable laws and that such internal financial controls are adequate and are operating effectively; and
(vi) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RISK MANAGEMENT
Your Company understands that controlling risks through a formal program is a necessary component and an integral cornerstone of Corporate Governance. Your Company has adopted Risk Assessment & Management policy which embeds the vision that a robust Risk Management system ensures commensurate controls and monitoring mechanism for smooth and efficient management of Business. The Policy outlines the framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The Management has also reviewed the Risk Management framework of the Company. The Risk Registers are prepared by the departments concerned, wherein the respective risks are identified along with it's current control activities and the mitigation plans. Thereafter, the registers are reviewed.
The Risk Management Committee constituted by the Board of Directors of your Company ("Board") assists the Board in monitoring and review of Risk Management Policy of the Company including associated systems, processes, controls & strategies thereto, various risks exposures of the Company, on a periodic basis and then inform the Board about the risks assessed, their concerns and action plan with strategy for mitigation of the risks and such other functions related to risk management & mitigation as may be required by the Board, from time to time.
RELATED PARTY TRANSACTIONS
During the year under review, all Related Party Transactions, as applicable, were placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee was obtained for the Related Party transactions which are repetitive in nature. The Audit Committee and the Board, reviewed all the transactions entered into pursuant to the omnibus approvals on a quarterly basis. All the Related Party Transactions, entered into during the year under review, were in the ordinary course of business and on arms' length basis in accordance with the provisions of the Act, Rules made thereunder and the SEBI Listing Regulations. Approval of the Members of the Company is also obtained in case any Related Party transaction exceeds the prescribed limits and as good corporate governance practice as there may be few transactions that may be carried out in the long-term interest of the Company. The transactions of the Company with its wholly-owned subsidiaries as per the terms mentioned in the Act and the SEBI Listing Regulations, are exempted from the approval of the Members, and hence such approvals are not obtained by the Company.
The Policy on Related Party Transactions (as reviewed and revised by the Board effective February 08, 2025) is available on the Company's website and can be accessed at www.advancedenzymes.com/investors/corporate-governance
As prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Account) Rules, 2014 (as amended), the particulars of contracts/ arrangements with Related Parties are given in Form AOC-2, annexed as Annexure I to this Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124(6) of the Companies Act, 2013, all shares in respect of which Dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund ("IEPF"). Your Company transferred 321 unclaimed Equity Shares pertaining to financial year 2017-18 to the Demat account of IEPF during November 2025. The details of the said shares are provided on the website of the Company at www.advancedenzymes. com/investors/shareholder-information
During the year under review, the Company transferred unclaimed Dividend of ' 192,226.50 for the financial year 2017-18. As on March 31, 2026, the total amount lying in the Unpaid Dividend accounts of the Company in respect of the last seven years was around ' 1.77 million. In addition, the total amount lying in the Unpaid (Interim) Dividend account of the Company for FY26 is around ' 0.59 million. Details of unclaimed Dividend and Shares due for transfer with due dates and procedure to claim the same are provided in the Notes to the Notice convening 37th AGM of the Company ("AGM Notice" / "Notice of 37th AGM") and briefly in the Corporate Governance Report which forms an integral part of this Report.
Details of Nodal Officer are displayed on the Company's website at: www.advancedenzymes.com/investors/ shareholder-information
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Annual Report on Corporate Social Responsibility ("CSR") activities/project is provided in Annexure II and the report along with all the details thereto, forms an integral part of this Report. The Composition of CSR Committee is disclosed in the said Annual Report on CSR Activities and in the Corporate Governance report section.
The CSR policy of the Company intends to focus on certain projects which include initiatives in the field of education,
skill development/vocational training, health care, sanitation, safe drinking water, environment sustainability, women empowerment and rural development which will inter alia enable creation of a sustainable livelihood in the society and better human capital. The CSR policy covers the potential CSR activities in line with the provisions of Section 135 of the Companies Act, 2013 (as amended) and Schedule VII thereto.
The Corporate Social Responsibility Policy may be accessed on the Company's website at www.advancedenzymes. com/investors/corporate-governance.
POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
As per the Nomination & Remuneration Policy of the Company ("Policy"), the Nomination and Remuneration Committee inter alia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including Managerial Personnel, KMPs and employees of the Company. The Nomination & Remuneration Committee oversees the matter of remuneration to the Executive Directors, KMPs and Senior Management Personnel and recommends to the Board, revision, if any, in the remuneration of the said Directors / Personnel subject to limits as may be approved by the Members.
The Nomination and Remuneration Policy may be accessed on the website of the Company at www.advancedenzymes. com/investors/corporate-governance.
The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there has been no change in the composition of Board and Key Managerial Personnel of the Company.
DECLARATION BY THE INDEPENDENT DIRECTORS
All Independent Directors of the Company have given the following declarations stating that:
(i) they meet the 'criteria of Independence' as defined under Regulation 16(1) of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant Rules made thereunder;
(ii) they have complied with the provisions of the Code of Conduct & Ethics of the Company. The Independent Directors have confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
(iii) they have complied with the provisions of Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended) with regards to the registration on the Independent Directors' databank.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended).
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
The Independent Directors of your Company have registered on the Independent Directors' Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder (“Act"). The Independent Directors, as on March 31, 2026, have informed the Company, that they have either claimed exemption or passed the online proficiency test prescribed under the Act.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Rules made thereunder and the Articles of Association of the Company, Ms. Rasika Rathi (DIN: 08300682), Non -Executive Director, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Board recommends the said re-appointment of Ms. Rasika Rathi at the 37th AGM and her brief profile is provided in the Notice convening the said AGM of the Company.
APPOINTMENT/RE-APPOINTMENT
Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on May 09, 2026, has recommended the following for approval of the Members at the 37th AGM of the Company:
(i) Re-appointment of Mr. Mukund Madhusudan Kabra (DIN - 00148294), as a Whole Time Director of the Company, for another term of 5 (five) years with effect from April 01, 2027, liable to retire by rotation on such terms and conditions as mentioned in the Notice of
the AGM accompanying this Report. His existing tenure as the Whole-time Director of the Company as per the earlier approval of the Members, will end on March 31, 2027.
(ii) Appointment of Mr. Pradip Bhailal Shah (DIN -01225582) as an Independent Director of the Company for a period of 5 (five) years with effect from June 12, 2026, as per terms mentioned in the Notice of the AGM accompanying this Report. The Board at its meeting held on May 09, 2026 appointed Mr. Shah as an Additional Director (Independent) of the Company with effect from June 1 2, 2026.
The brief profile of the above mentioned Directors forms part of the notice of the 37th AGM of the Company.
AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. MSKA & Associates, Chartered Accountants [Firm's Registration No: 105047W] ("MSKA") were appointed as Statutory Auditor for a term of five consecutive years to hold office from the conclusion of 32nd AGM up to the conclusion of the 37th AGM. During the year under review, MSKA has informed the Company that MSKA is converted into a Limited Liability Partnership (LLP) with effect from January 13, 2026 and that the name has changed to MSKA and Associates LLP (Firm Registration No. 105047W/ W101187)
Pursuant to the provisions of the Companies Act, 2013, a firm of Statutory Auditor can hold the office for a maximum tenure of two consecutive terms of five years each. The Board of your Company, on the basis of the recommendation of the Audit Committee, has recommended the reappointment of M/s. MSKA & Associates LLP, Chartered Accountants (Firm Registration No. 105047W/ W101187) (“MSKA"), as the Statutory Auditors of the Company, for a second term of five consecutive years from the conclusion of this 37th AGM till the conclusion of the 42nd AGM of the Company.
The details pertaining to the re-appointment are provided in the Notice of the 37th AGM of the Company.
The Auditors' Report to the Members on the financial statements of the Company for the year ended March 31, 2026 forms a part of the Annual Report and the Auditors' Report does not contain any qualification, reservation or adverse remark.
COST RECORDS AND AUDIT
The Company has maintained Cost records in accordance with the provisions of Section 148(1) of the Companies Act, 2013, during the year under review.
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, as amended (“Act"), the Company is not required to have the audit of cost records conducted by the Cost Accountant in practice, for the financial year 2025-26 (“FY26").
SECRETARIAL AUDITOR / AUDITORS REPORT
Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations, the members of the Company at 36th AGM have appointed Mr. Shiv Hari Jalan, Proprietor of M/s. Shiv Hari Jalan & Co., Company Secretary in Practice (C.P. No. 4226) for a term of 5 (Five) consecutive years, to hold office from the conclusion of 36th AGM till the conclusion of 41st AGM of the Company (to be held for the financial year 2029-30), to conduct the Secretarial Audit from the financial year 2025-26 to 2029-30.
The Secretarial Audit Report for the FY26 is annexed as Annexure III and forms an integral part of this Report. The Secretarial Audit Report for the year ended March 31, 2026 does not contain any qualification, reservation or adverse remark.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance and the Certificate of the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as required pursuant to the provisions of the SEBI Listing Regulations, are enclosed as Annexure IV. Declaration signed by the Whole-time Director affirming compliance with the Code of Conduct by the members of the Board and Senior Management Personnel also forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to the provisions of Regulation 34 of the SEBI Listing Regulations (as amended), the Business Responsibility and Sustainability Report ("BRSR Report") for FY26 is provided in a separate section of this Annual Report FY26 and may be accessed on the website of the Company at https://www.advancedenzymes.com/investors/stock-exchange-compliance/#other-compliance
COMMITTEES OF THE BOARD
As per the Companies Act, 2013 and the SEBI Listing Regulations, during the year under review, the Board has five statutory Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and the Risk Management Committee. The details of the composition of these Committees along with number of meetings held and attendance at the meetings are provided in the Corporate Governance Report, which forms an integral part of this Report.
VIGIL MECHANISM
Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations. Details on the Vigil Mechanism of your Company have been outlined in Corporate Governance Report, which forms an integral part of this Report.
The Whistle Blower Policy may be accessed on your Company's website at www.advancedenzymes.com/ investors/corporate-governance
MEETINGS OF THE BOARD
During the year, 4 (four) meetings of the Board of Directors were held. The requisite details of the Board Meetings and the details of the Directors present are provided in the Corporate Governance Report, which forms part of this Report.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.
EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an Annual Evaluation of its own performance, its various Committees and individual Directors. The manner in which the performance evaluation has been carried out has been given in the Corporate Governance Report, annexed to this Report. The Board expressed its satisfaction of the evaluation process and outcome.
The Board Evaluation policy can be accessed on your Company's website at www.advancedenzymes.com/ investors/corporate-governance.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations, the details of familiarization program is available on the website of your Company at www. advancedenzymes.com/ investors/corporate-governance. Further, upon appointment of an Independent Director, the Company issues a letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Company's
website at: www.advancedenzymes.com/investors/ corporate-governance
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code of Conduct for Prohibition of Insider Trading (known as the AETL Insider Trading Code), which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information.
The aforementioned Code, as amended, is available on the website of the Company at www.advancedenzymes.com/ investors/corporate-governance.
INTERNAL CONTROL AND ITS ADEQUACY
Your Company has adopted procedures and systems for ensuring the orderly and efficient conduct of its Business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of financial disclosures. Your Company maintains appropriate and adequate Internal Control System / Internal Financial Control commensurate to its size and nature of operations. Your Company's Internal Control systems are tested and certified by the Internal Auditors and Statutory Auditors of the Company.
The Audit Committee periodically reviews the report(s) of the independent Internal Auditors along with the adequacy and effectiveness of Internal Control systems.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and its future operations.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of Business of your Company during the year under review affecting the financial position of the Company.
MATERIAL CHANGES FROM THE DATE OF END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT
Except as otherwise mentioned in this report, there are 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 relates and the date of this report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The details of Loans and Investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended), for the FY26 are given in the Standalone financial statements (Note No. 54 to the Standalone financial statements). Your Company has not provided any guarantee or security under Section 186 of the Act during the year under review.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company at www.advancedenzymes.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) is furnished in Annexure V and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended ("Rules"), the details are disclosed in Annexure VI to this report. In terms of Section 136(1) of the Act read with second proviso to the Rule 5 of the said Rules, the Integrated Annual Report with Annexure VI is being sent to the Members excluding the statement of particulars of employees under Rule 5(2) and (3) of the Rules ("Information"), which forms part of this report. The Annexure VI / Information under Rule 5(2) and (3) is available for inspection by the Members at the registered office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the AGM. Any Member interested in conducting inspection and/or obtaining a copy of the said Annexure/ Information may write to the Company Secretary at the Registered Office address of your Company.
DEPOSITS
During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Act. There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together
with the Companies (Acceptance of Deposits) Rules, 2014 (as amended), at the end of the year under review or the previous financial year. There are no deposits which are which are not in compliance with the requirements of Chapter V of the Act.
CREDIT RATING
During the year under review, ICRA assigned [ICRA]AA-(Stable) rating for Long-term-Fund-based-Cash credit; [ICRA]AA-(Stable)/[ICRA]A1 for Long-term/Short-term-Unallocated limits and [ICRA]A1 for Short-term-Non-fund based limits.
GENERAL DISCLOSURES
During the year under review:
(i) The Whole-time Director of your Company has not received any remuneration or commission from any of the subsidiaries.
(ii) Your Company has not issued Shares with Differential Rights as to Dividend, Voting or otherwise.
(iii) Your Company has devised a policy on Prevention of Sexual Harassment to comply with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said policy is hosted on the Company's website at www.advancedenzymes.com. During the year under review, there were no cases / grievances reported or pending and the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(iv) There are no details to be disclosed under Section 134(3)(ca) of the Act as there has been no such fraud reported by the Auditors under Section 143(12) of the Act.
(v) There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
(vi) The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.
(vii) The Company has complied with the provisions of the Maternity Benefit Act 1961 (now repealed and consolidated under the Code on Social Security, 2020).
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the support received by the Company from the Banks, Government agencies/ organizations and employees of your Company.
Your Directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.
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