Your Directors are pleased to present the 47thAnnual Report together with the Audited Financial Statement of the Company for the Financial Year ended on 31st March, 2026.
1. FINANCIAL PERFORMANCE
(Rs. in Lakhs)
|
Particulars
|
For the year ended on 31st March, 2026
|
For the year ended on 31st March, 2025
|
|
Sales (Net of Indirect Taxes)
|
39013.70
|
27022.23
|
|
Other Income
|
296.64
|
159.24
|
|
Operating Profit / (Loss) before Interest and
|
6637.71
|
2560.49
|
|
Depreciation
|
|
|
|
Interest/ Finance Cost
|
1126.54
|
571.60
|
|
Depreciation
|
1652.42
|
1173.60
|
|
Exceptional Items - (Gain)/ Loss
|
-
|
-
|
|
Profit/(loss) before tax
|
3858.75
|
815.29
|
|
Tax expense
|
1010.08
|
197.23
|
|
Net Profit / (Loss)
|
2848.67
|
618.06
|
|
Other Comprehensive Income (Net of Tax)
|
33.33
|
33.27
|
|
Total Comprehensive Income
|
2882.00
|
651.33
|
2. DIVIDEND
During the Financial Year 2025-26, the Company has not declared any dividend.
3. RESERVES
During the Financial Year 2025-26, no amount has been transferred to General Reserve.
4. PERFORMANCE AND STATE OF COMPANY AFFAIRS
During the year, total revenue from operations was Rs. 39013.70 Lakhs an increase of 44.37 % as compared to total revenue from operations of Rs. 27,022.23 Lakhs in the previous year.
The operating profit stood at Rs. 6637.71 Lakh as against Rs. 2560.49 Lakh mainly driven by increase in realisation and higher operational efficiency on account of savings in power cost.
At Lords Chloro, we recognize the importance of investing in our future to drive long-term growth and sustainability. A Rs. 165 crore CAPEX plan was approved by the Board, covering expansion of Caustic Soda capacity, doubling of CPW capacity and installation of 21 MW additional solar capacity.
5. OVERALL MARKET SCENARIO
The global caustic soda market maintained a positive growth trajectory during FY2025-26, underpinned by robust industrial demand across key end-use sectors. Key global market indicators for the period are summarised below:
Key Global Market Drivers in FY2026
• Alumina fi Aluminium Production: The single largest driver of global caustic soda demand. Rising aluminium usage in automotive lightweighting, aerospace, and construction sectors continued to boost Bayer process caustic consumption. Asia-Pacific aluminium smelting expansions in India, Indonesia, and the Gulf are channelling increased bauxite flows and alumina output.
• Pulp fi Paper Industry: New kraft mills in Southeast Asia and South America drove pulp fi paper demand at an estimated 5.19% CAGR, outpacing other end-use segments.
• Water fi Wastewater Treatment: The growing global emphasis on clean water access, particularly in South and Southeast Asia, continued to drive caustic soda demand for pH adjustment and purification — an increasingly important growth catalyst.
• Textiles: The textile segment continued to hold a dominant revenue share (~18.2%), with caustic soda essential for mercerization, scouring, and dyeing processes, driven by growing urbanization and clothing demand in emerging economies.
• Specialty fi Advanced Applications: High-purity caustic soda (99.5% ) is finding new demand in sodium-ion battery cathode manufacturing and semiconductor processes, creating a premium niche.
India Caustic Soda Market
India's chlor-alkali sector performed strongly in FY2025-26, consolidating its position as one of the world's fastest-growing caustic soda markets:
• The Indian caustic soda market is expected to grow at a CAGR of 4.56% during FY2026- FY2033, expanding from approximately USD 3.55 billion in FY2025 to USD 5.07 billion by FY2033.
• India's installed caustic soda production capacity has been growing at approximately 9% CAGR, significantly outpacing domestic demand growth of 4% CAGR. This has resulted in India becoming a net exporter of caustic soda for the third consecutive year.
• India has emerged as the third-largest global caustic soda producer, with domestic supply growth having compressed import share in domestic demand to below 5%.
• The Chlor-Alkali Association of India (AMAI) reported capacity utilisation at approximately 80% during FY2023, with utilisation levels expected to be similar or higher in FY2026 given robust demand growth.
• Key demand drivers in India: alumina production (Eastern India), textiles (Gujarat, Maharashtra), soaps fi detergents, and expanding water treatment infrastructure aligned with Jal Jeevan Mission and smart city projects.
6. FUTURE OUTLOOKGlobal Caustic Soda Market Outlook
The medium-to-long-term outlook for the global caustic soda market remains firmly positive, characterised by sustained industrial demand and emerging applications:
The global caustic soda market is projected to reach approximately USD 71.0 billion by 2033, growing at a CAGR of approximately 4.7% from 2025 to 2033.
Alternative forecasts range widely: from USD 74 billion by 2034 (Precedence Research, CAGR 4.93%) to USD 105 billion by 2035 (Business Research Insights, CAGR 6.48%), reflecting broad consensus on sustained structural growth.
Global volume demand is forecast to grow from approximately 98.90 million tonnes in 2026 to 121.42 million tonnes by 2031, representing a CAGR of approximately 4.19% (Mordor Intelligence, January 2026).
Asia-Pacific, which commanded approximately 65% of global volume in 2025, is expected to grow at 5.91% CAGR through 2031, driven by alumina, construction, textiles, and water treatment.
Supply-Demand Balance: A Strategic Opportunity
A critical supply-demand dynamic will shape the caustic soda industry's competitive landscape over the next three to five years:
Current global production capacities are broadly expected to meet demand through 2026. However, credible industry forecasts indicate a potential supply-demand imbalance from 2026-2027 onwards if new capacity additions — particularly outside India and Asia — are not commissioned on schedule.
Rising energy costs and stringent environmental regulations in Europe and North America are constraining capacity expansion in these regions, tightening global supply.
Indian producers, including Lords Chloro Alkali, are well-positioned to capitalise on this emerging opportunity, given ongoing domestic capacity expansions, cost advantages from renewable energy, and the country's export ambitions in caustic soda and chlorine derivatives.
The Company has outlined an ambitious multi-year growth roadmap anchored on the below strategic pillars:
1. Capacity Expansion
Caustic soda capacity to be scaled from 300 TPD (FY26) to 360 TPD by Q1 FY27, supported by a Rs. 60 crore investment.
Chlorinated Paraffin Wax (CPW) capacity doubled to 100 TPD in FY27, with focus shifting to optimising utilisation and margin capture in FY27.
2. Green Chemistry & Renewable Energy
Total solar capacity to reach 37 MW by July 2026 and 10MW wind solar hybrid group captive (21 MW addition to existing 16 MW), targeting 40-50% renewable energy in the total power mix.
The Company is positioning itself as a 'Green Chemical Company,' which is expected to improve access to institutional capital and premium customer segments.
3. Product Diversification & Downstream Integration
The Company is actively exploring avenues to strengthen its product mix by targeting both existing and new chlorine-based derivatives, enhancing value addition.
4. Financial Strengthening & Capital Allocation
Focus on improving Return on Equity (ROE) and Return on Capital Employed (ROCE) as the capital¬ intensive expansion phase matures and new capacities ramp up to full utilisation.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Composition of Board of Directors is in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
During the financial year under the review, following appointments/ re-appointment(s) were made:
On the recommendation of Nomination fi Remuneration Committee, the Board of Directors in its meeting held on 09.02.2026 has reappointed Mr. Ajay Virmani as Managing Director of the Company w.e.f. 12.07.2026 which was subsequently approved by the shareholders in the EGM held on 18.03.2026.
On the recommendation of Nomination fi Remuneration Committee, the Board of Directors in its meeting held on 21.07.2025 has re-appointed Mr. Sandeep Singh, as an Independent Director of the Company for a second and final term of five years with effect from 01.09.2025 which was subsequently approved by the shareholders in the AGM held on 22.09.2025
On the recommendation of Nomination fi Remuneration Committee, the Board of Directors has appointed Mr. Pankaj Mishra, as Company Secretary and Compliance Officer of the Company with effect from 29.05.2025
Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company, Ms. Sristhi Dhir, Non-Executive Promoter Director, was liable to retire by rotation at the 46th Annual General Meeting (AGM) held in FY 2025-26 and she has offered herself for re-appointment.
None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.
KEY MANAGERIAL PERSONNEL
The details of the Key Managerial personnel are as under:
|
S. No.
|
Name
|
Designation
|
|
1.
|
Shri Ajay Virmani
|
Managing Director
|
|
2.
|
Shri Madhav Dhir
|
Whole Time Director
|
|
3.
|
Shri Deepak Mathur
|
Whole Time Director
|
|
4.
|
Shri Rajiv Kumar
|
Chief Financial Officer
|
|
5.
|
Shri Pankaj Mishra1
|
Company Secretary
|
8. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
The Board took on record the declaration and confirmation submitted by the Independent Directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on 28th May, 2026 had carried out the annual performance evaluation of the Individual Directors (Including the Independent and Non-Independent Directors) , its Committees and Board as a whole. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.
The performance of individual director was evaluated on parameters such as level of engagement and contribution, independence of judgement and safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.
Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, updation to the Board on key developments, major recommendations fi action plans, devoting sufficient time fi attention on its key focus areas with open, impartial fi meaningful participation and adequate deliberations before approving important transactions fi decisions.
As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated.
The following policies of the Company are attached herewith marked as Annexure A and B.
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
10. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE & EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors is given below:
The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.
The Board is of the opinion that the Independent Directors of the Company possess requisite proficiency, qualifications, experience and expertise and they hold highest standards of integrity.
11. NOMINATION AND REMUNERATION POLICY
The Board of Directors have constituted Nomination and Remuneration Committee pursuant to Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprising Mr. Sandeep Singh (Chairperson), Ms. Shubha Singh and Ms. Srishti Dhir as members of the Committee. The Board of Directors has formulated a Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.
The details of the Policy forms a part of this report as Annexure - B and the Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is given in point no 22 of this report. The detailed policy may be accessed from Company's website at the link https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration- policy.pdf/
12. SUCCESSION PLANNING
The Nomination and Remuneration Committee works with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and to senior management positions.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans, guarantees and investments as on 31st March 2026 are given in the Notes to the Financial Statement.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY:
There were no material changes and commitments during the period from the end of Financial Year under review till the date of this Report which may be affecting the financial position of the Company.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
During the year under review, there were no material and except as given below significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
The company had taken Interest Free Sales Tax Loan (IFSTL) from RIICO amounting to Rs. 152.76 lacs as of the date the Board for Industrial and Financial Reconstruction (BIFR) sanctioned scheme i.e 30.11.2006. In the scheme, the BIFR sanctioned a settlement of the existing IFSTL at 26.50%, which amounted to Rs. 40.48 lacs, as a full and final payment of dues while waiving the entire interest and penalty. The company brought this BIFR scheme to the notice of the State Government via a letter dated October 10, 2007. Despite this, RIICO raised a demand of Rs. 7.64 crore on July 6, 2017. Further, the company paid an amount of Rs. 40.48 lacs to RIICO as the full and final payment of the Interest Free Sales Tax Loan in accordance with the BIFR scheme. However, on September 15, 2017, RIICO raised a subsequent demand to the company for a balance payment of Rs. 7.23 crore after the Rs. 40.48 lacs payment was made.
Consequently, the company filed a writ petition before the High Court of Rajasthan against the notice dated September 15, 2017, issued by RIICO, Jaipur. On December 19, 2025, the Jaipur High Court dismissed the writ petition filed by the company. Against this order, the company filed an appeal before a double bench of the Rajasthan High Court at Jaipur on January 15, 2026.
On March 6, 2026, the Double Bench of the Rajasthan High Court, Jaipur Bench, issued an order allowing the company's appeal. The court directed the company to pay interest on the deposited amount at a rate of 12% per annum for the period from June 15, 2007, to the payment date of July 27, 2017, specifying that the amount must be deposited within one month from the passing of the order. Accordingly, the demand letter dated July 6, 2017, stood quashed. For the implementation of this order, the company deposited an amount of Rs. 50,40,275 on March 10, 2026, to RIICO towards Interest.
16. AUDITORS AND AUDITORS REPORTA. STATUTORY AUDITORS
The Members at the 42nd AGM held on 28.09.2021, appointed M/s Nemani Garg Agarwal fi Co, Chartered Accountants (FRN-010192N) as Statutory Auditors of the Company, for a consecutive term of 5 years to hold office till the conclusion of 47th AGM.
On the recommendation of Audit Committee, the Board of Directors in its meeting held on 28th May, 2026 subject to the shareholders' approval, reappointed M/s Nemani Garg Agarwal fi Co, Chartered Accountants (FRN-010192N) as Statutory Auditors for second term of 5 years to hold office till the conclusion of 52thAGM of the Company, which is to be held in year 2031.
The Statutory Auditors have confirmed that they hold valid Peer Review certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
Further, Statutory Auditor of the Company has submitted Auditor's Report on the Financial Statement of the Company for the financial year ended on 31st March 2026. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Except the comment given below, the Auditors' Report does not contain any observation, qualification, reservation or adverse remark.
The Company has recognized the shortfall of 97.50 lakh units under the Open Access Power Purchase Agreement with CGE II Hybrid Energy Private Limited during Q4 FY 2025-26. As per the terms of the agreement, the Company is entitled to compensation for the shortfall in committed power units. Accordingly, an amount of Rs 215 lakh has been recognized and credited to power and fuel expenses at Rs 2.20 per unit on an accrual basis, following the Company consistent accounting policy and the principle of accrual system.
In response to the above comment of Auditor, Board wishes to state that the management is of the view that the claim is recoverable and supported by the contractual provisions of the Power Purchase Agreement. The Company has already taken up the matter with CGE II Hybrid Energy Private Limited and is pursuing formal confirmation and settlement of the claim. Accordingly, the management believes that the accounting treatment adopted is appropriate and in compliance with the applicable accounting standards. Confirmation from the counterparty is awaited as on the date of this report.
B. SECRETARIAL AUDITOR
The Members at the 46th Annual General Meeting held on 22.09.2025, appointed M/s. SSPK fi Co., Practicing Company Secretaries (Firm Registration Number: P2016DE056800) as Secretarial Auditors of the Company for a period of 5 years from FY2025-26 to FY2029-30.
The Secretarial Auditors have confirmed that they hold valid Peer Review certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI).
The Secretarial Auditors of the Company have submitted their Report in the Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31st March 2026 which is annexed herewith as Annexure-C to this Report. There is no qualification or adverse remark in the report except the observation given below:
The Company is required to transfer an amount of Rs. 11.64 lakhs to Investor Education and Protection Fund under the provisions of Section 125 of the Companies Act, 2013 and other applicable provisions. However, as per explanation received from management, this amount, due for transfer, pertains to period prior to period under review and delay is due to pending reconciliation of old records.
In response to the above comment of Auditor, Board wishes to state that , the amount due for transfer pertains to prior period and is delayed due to pending reconciliation of old records. The Company is in the process of reconciliation of records and is in discussion with IEPF authorities to explore possible ways to deposit the same.
C. COST AUDITORS
The provisions of section 148 of the Companies Act, 2013, read with Rules 4 fi 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2026-27.
The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.
The Board of Directors of your Company at its meeting held on 28th May, 2026, on the recommendation of Audit Committee, has approved the re-appointment of M/s Goyal, Goyal fi Associates, Cost Accountants as Cost Auditor of your Company to conduct the audit of cost records for the Financial Year 2026-27.
The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 47th AGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for the Financial Year 2026-27. On the recommendation of Board, a proposal for ratification of remuneration of the Cost Auditor for FY2026-27 is placed before the Shareholders for approval in the ensuing AGM.
They have confirmed their independent status and that they are free from any disqualifications under section 141 of the Companies Act, 2013.
D. INTERNAL AUDITOR
Board of Directors in their meeting held on 29th May, 2025 appointed M/s Modi Agrawal fi Associates LLP as an Internal Auditor of the Company for Financial Year 2025-26. They have carried out an Internal Audit of the Company for the Financial Year 2025-26.
Based on the reports of internal audit, process Management undertake corrective action in their respective areas. Significant audit observations and corrective actions are presented to the Audit Committee of the Board.
Further, Board of Directors in the meeting held on 28th May, 2026 appointed M/s D Karamchandani fi Co, as an Internal Auditor of the Company for financial year 2026-27.
17. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which need to be disclosed in this Board's Report.
18. CHANGE IN NATURE OF BUSINESS
During the Financial Year 2025-26 there was no change in the nature of business of the Company.
19. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL
At Lords Chloro Alkali Ltd. (LCAL), we are advancing a culture of responsible growth through innovative and sustainable practices that drive operational excellence while reducing our environmental impact. The Company is committed to conducting its operations responsibly by embedding Process Safety Management (PSM), environmental stewardship, and sustainable manufacturing practices across the value chain.
Our focused initiatives aim to lower greenhouse gas emissions, enhance energy efficiency, optimize water conservation, and strengthen our commitment to environmental responsibility. Through continuous improvement and optimized resource management, we strive to build a resilient, sustainable future for our business, fi stakeholders.
Safety remains a core value at LCAL. We are dedicated to strengthening safety standards not only within our operations but also in the communities around us. In collaboration with national organizations such as AMAI, we have extended our safety outreach by conducting training programs for public sector organizations across the NCR region, promoting industry best practices beyond our own facilities.
Sustainability, Safety, and Environmental Stewardship Initiatives at Lords Chloro Alkali Ltd.Advanced Emission Control:
To improve air quality and reduce emissions, our diesel generator (DG) sets have been upgraded to CPCB IV compliant models. These advanced generators significantly reduce particulate matter (PM) and nitrogen oxide (NOx) emissions while offering improved fuel efficiency and enhanced operational reliability.
Company's commitment towards reducing carbon emissions and supporting global climate change mitigation is evident by installation of renewable energy plants in the state.
Emergency Preparedness:
The Company maintains a comprehensive emergency response system for the safe handling, storage, and transportation of chlorine and other hazardous chemicals. Specialized emergency response teams are regularly trained to respond effectively to any unforeseen situation, supported by modern safety infrastructure, emergency equipment, and well-defined response procedures.
Reinforcing our commitment to operational safety and emergency readiness, an off-site emergency mock drill was successfully conducted in collaboration with the National Disaster Response Force (NDRF) and the Alwar District Crisis Group, ensuring effective coordination and preparedness for emergency situations.
Advancing towards Renewable Energy:
As part of our energy conservation and sustainability initiatives, we commissioned a 16 MW Solar Power Plant at Bikaner, Rajasthan, marking the first phase of our renewable energy program. In the subsequent phase, we acquired stake in a group captive wind hybrid solar power plant located at Jaisalmer, Rajasthan, enabling us to utilize another 10 MW of renewable energy for our operations.
Further strengthening our commitment to sustainable development, expansion of an additional 21 MW solar power capacity is currently underway. These initiatives reflect the Company's continued commitment to reducing carbon emissions, enhancing the share of renewable energy in its operations, and contributing to global efforts toward climate change mitigation.
This investment reflects LCAL's long-term commitment to integrating green technologies, improving energy efficiency, and creating sustainable value for all stakeholders.
Integrated Approach Towards Safety, Sustainability, and Risk Management:
LCAL has continued to strengthen its commitment towards safe, reliable, and sustainable operations by enhancing Process Safety Management (PSM), asset integrity, and risk management practices. A strong focus on achieving Zero Harm has been maintained through Behaviour-Based Safety (BBS), safety leadership initiatives, employee training, and contractor safety management. Sustainability efforts have been advanced through energy efficiency, responsible water management, pollution prevention, and optimized resource utilization. Continuous monitoring of emissions, effluents, and hazardous waste ensures environmental compliance, while regular safety audits, inspections, mock drills, and emergency response programmes strengthen preparedness and operational excellence. The Company also actively collaborates with industry associations and mutual aid partners to enhance industrial safety standards and emergency response capabilities.
20. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.
Your Company continues its efforts to reduce energy consumption in its plant and office. The manufacturing units are constantly encouraged to improve operational activities and maximizing production and minimizing consumption of natural resources. Systems and processes have been put
in place for utilization and monitoring of energy consumption for manufacturing unit. In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings is annexed herewith as Annexure D.
21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.
During the year, all related party transactions were placed before the Audit Committee and Board of Directors for approval.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.lordschloro.com/policies/
Details of transactions, contracts and arrangements entered into with related parties by the Company, during Financial Year 2025-26, is given under Notes to Accounts annexed to Financial Statements, which forms part of this Annual Report.
22. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:
|
Name of the Directors
|
Ratio to median
|
Remuneration in (Rs.)
|
| |
remuneration
|
|
|
Shri Ajay Virmani
|
75.69:1
|
3,55,43,312
|
|
Shri Madhav Dhir
|
75.48:1
|
3,54,45,304
|
|
Shri Deepak Mathur
|
13.26:1
|
62,24,376
|
|
(b) The percentage increase in remuneration of each
|
Director,
|
Chief Financial Officer, Company
|
|
Secretary in the financial year:
|
|
|
|
Name
|
|
% Increase
|
|
Shri Ajay Virmani
|
|
131.21%
|
|
Shri Madhav Dhir
|
|
131.14%
|
|
Shri Deepak Mathur
|
|
8.25%
|
|
Shri Rajiv Kumar (Chief Financial Officer)
|
|
13.82%
|
|
Shri Pankaj Mishra (Company Secretary)
|
|
-
|
* Shri. Pankaj Mishra (Company Secretary) joined the company in the current FY. So therefore, the percentage increase cannot be ascertained.
(c) The percentage increase in the median remuneration of employees in the financial year:
The percentage increase in the median remuneration of employees in the financial year was 7.20%.
(d) The number of permanent employees on the rolls of company;
The number of permanent employees on the rolls of the company at the end of financial year were 216
(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
Average percentile increase in the salaries of employees other than the managerial personnel is 10.95%. Average percentile increase in the salaries of managerial personnel is -101.64%.
(f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the Company.
(g) Disclosure of Remuneration:
The remuneration in respect of remuneration of employees of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided in Annual Report.
However, in terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and the aforesaid information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Further, any member interested in obtaining such information may write to the Company Secretary.
23. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The criteria for Directors' appointment have been set up by the Nomination, Remuneration (NRC), which, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a Director, basis/criteria of remuneration to Directors/KMPs and other matters provided under Section 178 of the Companies Act, 2013 ('the Act') and the SEBI Listing Regulations 2015. The Company has a Remuneration Policy in place which deals in the remuneration of the Directors, Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs) and other employees of the Company. The said remuneration policy is available on the Company's website at the following web link:
https://www.lordschloro.com/wp-content/uploads/2024/10/nomination-and-remuneration-policy.pdf
24. ANNUAL RETURN
The Annual Return of the Company can be accessed on the website of the Company at following link: https://www.lordschloro.com/discloures/
25. SECRETARIAL STANDARDS
The Directors state that applicable secretarial standards issued by the Institute of Company Secretaries of India have been duly followed by the Company.
26. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016
During the year under review the Company has not made any application during the year and no proceeding is pending under Insolvency fi Bankruptcy Code, 2016 (IBC) as at March 31, 2026.
27. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, there has been no one-time settlement. Since there is no, One-Time Settlement, therefore there is no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions.
28. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
29. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith as Annexure F.
A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, inter-alia confirming the correctness of financial statement and cash flow statement, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.
30. MANAGEMENT DISCUSSION AND ANALYSIS
Management discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Agreement, 2015 is annexed herewith Annexure G to this Report.
31. RISK MANAGEMENT
The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and
processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.
Brief details about the Risk Management are provided in the Corporate Governance Report.
32. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) committee pursuant to Section 135 of Companies Act, 2013, Schedule VII and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions comprising Mr. Ajay Virmani (Chairperson), Mr. Madhav Dhir and Ms. Sakshi Vashisth as members of the Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
The Corporate Social Responsibility Policy, as framed by the Members of Corporate Social Responsibility Committee, is available on Company's website https://www.lordschloro.com/policies/
An annual report of CSR activity has been disclosed with this report as Annexure H.
33. BOARD MEETING AND GENERAL MEETING
Eight (8) meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance forming part of this Annual Report. Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.
The, 46th Annual General Meeting (AGM) of the Company was held on 22nd September, 2025 at the registered office of the Company.
The Extra Ordinary General Meeting for FY 2025-26 of the Company was held on 18th March, 2026 at the registered office of the Company.
34. BOARD COMMITTEE
The Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18, 19, and 20, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report.
35. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company established a vigil mechanism and formulated Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct or ethics policy, in accordance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations.
This mechanism provides adequate safeguards against victimization of Director(s)/ employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
Audit Committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.
During the financial year, no complaint was received and hence none was pending as on March 31, 2026 under the Vigil Mechanism. No person was denied access to the Audit Committee under discussion.
The details of establishment of such mechanism disclosed at the website of the company https://www.lordschloro.com/policies/
36. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.
Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India.
The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.
37. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace. The Board of Directors of the Company have constituted Internal Complaint Committee who will hear and redress the complaint made in writing by any aggrieved woman of sexual harassment at workplace as per the “Sexual Harassment of Woman At Workplace (Prevention, Prohibition and Redressal) Act, 2013”. All employees are treated with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or psychological.
The Policy is also available on our website at the link, https://www.lordschloro.com/policies/
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
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Number of received
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Sexual Harassment
|
Complaints
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Nil
|
|
Number of disposed off
|
Sexual Harassment
|
Complaints
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Nil
|
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Number of Sexual Harassment pending beyond 90 days.
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Complaints
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Nil
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38. AUDIT COMMITTEE
The Audit Committee as on 31st March, 2026 comprises Mr. Sandeep Singh (Chairperson), Mr. Ajay Virmani (Member) and Mr. Amia Kumar Singh (Member). All the recommendations made by the Audit Committee were accepted by the Board.
39. DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors state that:
a) In the preparation of the annual accounts for the year ended on 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;
b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at financial year ended on 31st March, 2026 and of the profit incurred by of the Company for the financial year ended on that date;
c) The Directors had taken proper and sufficient care 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;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
40. INDUSTRIAL RELATIONS
The relations between the Company and its employees continued to be cordial and harmonious
throughout the year under review.
41. STATUS OF LISTING FEES
The Company's equity shares are listed on National Stock Exchange of India Limited and BSE Ltd.
Your Company has been regularly paying listing fees to the BSE Limited and National Stock
Exchange of India Limited, Mumbai.
42. SHARE CAPITAL
Your Company's Authorized Share Capital as on the date of this report is Rs. 75,00,00,000/- consisting of 7,50,00,000 Equity Shares of Rs. 10/- each.
Issued and Paid up Share Capital before allotment
Issued Capital is Rs. 25,15,88,850 /- consisting of 2,51,58,885 equity shares of face value of Rs. 10/- each.
Paid Up capital is Rs. 25,15,38,610/- consisting of 2,51,53,861 equity shares of face value of Rs. 10/- each.
During the year under review, the Company in the Board Meeting held on 09.02.2026 allotted 35,00,000 (Thirty Five Lakh) Equity shares having face value of Rs. 10/- each pursuant to conversion of warrants, to Promoters/Promoter Group and Other Entities belonging to Non-Promoter Category at a premium of Rs. 112/- per Equity Shares aggregate at a price of Rs. 122/- (Rupees One Hundred and Twenty-Two only) per Equity Shares.
Issued and Paid up Share Capital after above allotment of Equity Shares pursuant to conversion of warrant
Issued Share Capital as on the date of this report is Rs. 28,65,88,850 /- consisting of 2,86,58,885 equity shares of face value of Rs. 10/- each.
Paid Up capital as on the date of this report is Rs. 28,65,38,610/- consisting of 2,86,53,861 equity shares of face value of Rs. 10/- each.
43. MATERNITY BENEFIT ACT.
During the period under review the Company has complied with the provisions of Maternity Benefit Acts.
44. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
Detail of number of employee during the year under review is given below:
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Female
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6
|
|
Male
|
210
|
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Transgender
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0
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45. OTHER DISCLOSURES
1. Company does not have any subsidiary, Joint Venture and Associates. Therefore, Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures is not applicable,
2. During the year company has not issued any equity shares, except given below and differential rights as to dividend, voting or otherwise.
During the year under review, the Company allotted 35,00,000 (Thirty Five Lakh) Equity shares having face value of Rs. 10/- pursuant to conversion of warrants, to Promoters/Promoter Group and Other Entities belonging to Non-Promoter Category at a premium of Rs. 112/- per Equity Shares aggregate at a price of Rs. 122/- (Rupees One Hundred and Twenty-Two only) per Equity Shares.
3. During the year company has not Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
4. During the year, no unclaimed dividend was required to be transferred in the Investor Education fi Protection Fund of IEPF Authority as no unpaid dividend is lying with the Company.
5. The details of Credit Rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
6. During the year under review and until the date of the Report, the none of the securities of your company were suspended from trading.
7. Amount raised through Preferential Issue was fully utilized in the object mentioned in the notice of General Meeting and there is no deviation/variation in the issue of proceeds.
8. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
9. The Company Secretary fi Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Company's shares.
46. ACKNOWLEDGEMENT
Your Directors wish to convey their deep appreciation to all the company's employees/workers for their dedication and hard work as well as their collective contribution to the Company's performance.
The Directors would also like to thank to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.
For and on behalf of the Board of Directors Lords Chloro Alkali LimitedPlace : New Delhi Ajay Virmani Madhav Dhir
Date: 27.07.2026 Managing Director Whole Time Director
DIN:00758726 DIN:07227587
1
Shri Pankaj Mishra has been appointed as Company Secretary and Compliance Officer of the Company with effect from 29.05.2025.
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