Directors Report of Chemcon Speciality Chemicals Ltd.

Mar 31, 2025

The directors have pleasure in presenting the 36^th Annual Report on the business and operations of
Chemcon Speciality Chemicals Limited ("the Company") together with the audited financial statements
for the financial year ended March 31, 2025.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31, 2025, is summarised below:

(Rs. in Lakhs)

PARTICULARS		Year ended March 31, 2025		Year ended March 31, 2024
Revenue from Operations		20,740.18		26,709.21
Other Income		1,429.27		1,318.45
Total Income		22,169.45		28,027.66
Profit before Financial Cost, Depreciation and tax		4,715.06		4,006.42
Less: Finance Costs		349.26		349.72
Less: Depreciation/ Amortisation/ Impairment		1,051.16		1,030.94
Profit before Tax		3,314.64		2,625.76
Less: Tax Expense (Current & Deferred)		869.43		706.46
Profit after tax for the year		2,445.21		1,919.30
Other Comprehensive Income/(loss)		(20.20)		(14.36)
Total Comprehensive Income for the year		2425.01		1,904.94

The above figures are extracted from the audited financial statements prepared in accordance with
Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules,
2015, as amended, in terms of Regulation 33 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI (LODR) Regulations, 2015").

STATE OF COMPANY''S AFFAIR:

During the financial year under review, the Company reported a decline in sales, with revenue of Rs.
20,740.18 Lakhs compared to Rs. 26,709.21 Lakhs in the previous year. Despite this decline, Profit Before
Tax (PBT) increased to Rs. 3,314.64 Lakhs from Rs. 2,625.76 Lakhs in the prior year. Similarly, Profit After
Tax (PAT) rose to Rs. 2,445.21 Lakhs, up from Rs. 1,919.30 Lakhs in the previous financial year. As a result,
Earnings Per Share (EPS) for FY 2024-25 increased to Rs. 6.68 compared to Rs. 5.24 in the preceding
year.

This improvement in profitability, despite lower sales, reflects effective implementation of cost
optimization strategies and enhanced cost control measures. However, the Company continued to face
several challenges during the year, including supply chain disruptions, rising inflation, foreign currency
fluctuations, geopolitical conflicts, higher employee costs, and increased costs of goods sold due to
material price hikes.

For a comprehensive understanding of the Company''s performance, stakeholders are encouraged to
refer to "Management Discussion and Analysis" section in the Annual Report.

DIVIDEND:

The directors have thought fit to plough back the profit in operations for providing long-term working
capital and hence, opted not to declare any dividend for the financial year ended March 31, 2025.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (LODR) Regulations, 2015 is
available on the Company''s website at https://cscpl.com/wp-content/uploads/investors-
relations/policies/v-dividend-distribution-policv-bv-listed-entities-based-on-market-capitalization-as-
specified-in-sub-regulation-1-of-regulation-43A.pdf

UNPAID / UNCLAIMED DIVIDEND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors)
Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the Financial Year
under review to the Investor Education and Protection Fund.

TRANSFER TO RESERVE:

During the Financial Year under review, Company has not transferred any amount to any reserves.
SHARE CAPITAL:

As on March 31, 2025:

> The Authorised Share Capital of the Company was INR 50,00,00,000/- (INR Fifty Crores Only) divided
in to 5,00,00,000 (Five Crores) Equity Shares of INR 10/- (INR Ten only) each; and

> The Issued, subscribed and Paid-up Share Capital of the Company was INR 36,63,07,010/- (INR
Thirty-Six Crores Sixty-Three Lakhs Seven Thousand and Ten only) divided into 3,66,30,701 (Three
Crores Sixty-Six Lakhs Thirty Thousand Seven Hundred and One) Equity Shares of INR 10/- (INR Ten
Only) each.

During the financial year ended March 31,2025, the Company has not bought back any of its securities,
has not issued any Sweat Equity Shares or Bonus Shares and has not provided any Stock Option Scheme
to the employees.

Further, the Company has not raised any funds through preferential allotment or qualified institutions
placement during the financial year ended March 31, 2025.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The directors and Key Managerial Personnel of the Company as on March 31, 2025, were:

Sr. No.	Name of Director / KMP	Category of Directorship / KMP
1.	Mr. Kamalkumar Rajendra Aggarwal	Chairman & Managing Director
2.	Mr. Naresh Vijaykumar Goyal	Joint Managing Director
3.	Mr. Navdeep Naresh Goyal	Whole Time Director
4.	Mr. Rajesh Chimanlal Gandhi	Whole-time Director and Chief Financial Officer
5.	Mr. Himanshu Prafulchandra Purohit	Whole-time Director
6.	Mr. Rajveer Kamal Aggarwal	Non -Executive Director (Non-Independent)
7.	Ms. Neelu Atulkumar Shah	Independent Director
8.	Mr. Lalit Devidutt Chaudhary	Independent Director
9.	Mr. Pankaj Amritlal Shah	Independent Director
10.	Mr. Bharat Chunilal Shah	Independent Director
11.	Mr. Lalit Ramniklal Mehta	Independent Director
12.	Mr. Ketan Bhailal Shah	Independent Director
13.	Mr. Shahilkumar Maheshbhai Kapatel	Company Secretary and Compliance Officer

As on the financial year ended March 31, 2025, the board of directors of the Company comprised of an
optimum combination of executive and non-executive directors where 50% of the board of directors
comprises of non-executive independent directors including one woman independent director.

A. Changes in Directors and Key Managerial Personnel during the financial year 2024-25:

> Mr. Naresh Vijaykumar Goyal (DIN: 00139277) was appointed as Joint Managing Director by the
Board of Directors at their meeting held on August 3, 2024, and subsequently approved and
regularised by the shareholders at the 35^th Annual General Meeting of the Company held on
September 26, 2024.

> Mr. Ketan Bhailal Shah (DIN: 00058966) was appointed as an Additional Director (Non¬
Executive, Independent) by the Board of Directors at their meeting held on August 22, 2024,
and was subsequently approved and regularised by the shareholders at the 35^th Annual General
Meeting held on September 26, 2024.

> Mr. Rajveer Kamal Aggarwal (DIN: 07883896) resigned from the position of Whole-Time
Director due to other business commitments with effect from August 3, 2024, and continues to
serve as a Non-Executive Director (Non-Independent) of the Company.

> Mr. Navdeep Naresh Goyal (DIN: 02604876), who was serving as Deputy Managing Director,
was re-designated and appointed as Whole-time Director with effect from August 3, 2024, with
the approval of the Board and Shareholders.

B. Changes in the Board of Directors between the period from the closure of the Financial Year

till the date of this report:

> Resignation of Mr. Lalit Devdutt Chaudhary (DIN: 00651372), Independent Director of
the Company.

Mr. Lalit Devdutt Chaudhary (DIN: 00651372) stepped down from his role as an independent
director at the Company, with effect from the close of business hours on May 14, 2025, because
he was unable to devote time for his position as an Independent Director in the Company due
to other business commitments and engagements and was unable to attend the periodic Board
meetings.

> Appointment of Mr. Neel Snehalkumar Shah (DIN: 10770644) as an Additional Director
(Non-Executive and Independent).

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the Articles of
Association of the Company and based on the recommendations of the Nomination and
Remuneration Committee, the Board of Directors at their meeting held on August 5, 2025,
appointed Mr. Neel Snehalkumar Shah (DIN: 10770644) as an Additional Director (Non¬
executive and Independent) of the Company who holds office with effect from August 5, 2025,
upto the date of ensuing Annual General Meeting of the Company. Further Mr. Neel
Snehalkumar Shah was appointed as Independent Director for a term of five years commencing
from August 5, 2025.

Pursuant to Regulation 17 and Regulation 25 of SEBI (LODR) Regulations, 2015, the
appointment of an independent director shall be approved by the shareholders at the next
general meeting or within a time period of three months from the date of appointment,
whichever is earlier by way of a special resolution. Mr. Neel Snehalkumar Shah is eligible for
appointment as an Independent Director of the Company. Accordingly, shareholder''s approval
by way of a special resolution is sought at the ensuing Annual General Meeting for the
appointment of Mr. Neel Snehalkumar Shah as an Independent Director for a term of five years
commencing from August 5, 2025, who shall not be liable to retire by rotation.

A brief profile of Mr. Neel Snehalkumar Shah along with additional information required under
Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General
Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 36^th
Annual General Meeting of the Company. The Board recommends his appointment to the
shareholders.

C. Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the
total number of Directors, other than Independent Directors shall be liable to retire by rotation.
One-third of these Directors are required to retire every year and if eligible, these Directors qualify
for reappointment. Accordingly, Mr. Himanshu Prafulchandra Purohit (DIN: 03296807), Whole-time
Director of the Company, shall retire by rotation at the ensuing Annual General Meeting (AGM) of
the Company and being eligible, offers himself for reappointment.

A brief profile of Mr. Himanshu Prafulchandra Purohit along with additional information required
under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General
Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 36^th Annual
General Meeting of the Company. The Board recommends his re-appointment to the shareholders.

D. Declaration by Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors''
have submitted a separate declaration that each of them meets the criteria of independence as laid
down in Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16(1)(b)
of SEBI (LODR) Regulations, 2015, and are not disqualified from continuing as Independent Directors
of the Company. Further, during the financial year ended March 31, 2025, there has been no change
in the circumstances affecting their status as Independent Directors of the Company.

E. Compliance with the Code of Conduct:

Pursuant to the requirements of Regulations 26(2) and 26(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, all members of the Board of Directors, Key Managerial
Personnel, and Senior Management Personnel have disclosed their committee positions in other
listed entities and have affirmed compliance with the Code of Conduct for the Board of Directors,
Key Managerial Personnel, and Senior Management Personnel for the financial year ended March
31, 2025.

F. Familiarisation programme for Independent Directors:

The objective of the familiarisation programme is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall functioning
and performance of the Company. The policy on familiarisation programme and the details of
familiarisation programme conducted by the Company is available on the website of the Company
at https://cscpl.com/investors-relations/familiarization-programme/

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31, 2025, 5 (Five) Meetings of the Board of Directors were held
in accordance with the provisions of the Companies Act, 2013, and rules made thereunder, applicable
Secretarial Standards and regulation 17 of SEBI (LODR) Regulations, 2015. The details of the Board
Meetings with regard to their dates and attendance of each of the Directors thereat have been provided
in the Corporate Governance Report which forms part of the Annual Report of the Company.

COMMITTEES OF THE BOARD:

The Company has duly constituted the following Committees in terms of the provisions of the
Companies Act, 2013 read with relevant rules framed thereunder and SEBI (LODR) Regulations, 2015:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The composition of all such Committees, brief terms of reference, number of meetings held during the
financial year ended March 31, 2025, their dates and attendance thereat and other details have been
provided in the Corporate Governance Report which forms part of the Annual Report of the Company.
There has been no instance during the year where the recommendations of the Committees were not
accepted by the Board.

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. As of March 31,2025,
the Company''s Audit Committee comprised of four members, Mr. Bharat Chunilal Shah as the
Chairperson and Ms. Neelu Atulkumar Shah, Mr. Pankaj Amritlal Shah and Mr. Kamalkumar Rajendra
Aggarwal as members of the Committee.

B. Stakeholders Relationship Committee:

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20
of SEBI (LODR) Regulations, 2015, the Board has duly constituted a "Stakeholders Relationship
Committee" to consider and resolve the grievances of security holders of the company. As on March
31, 2025, the Stakeholders'' Relationship Committee comprised of three members, Mr. Bharat
Chunilal Shah as the Chairperson and Mr. Rajesh Chimanlal Gandhi and Mr. Lalit Devidutt Chaudhary
as members of the Committee.

Subsequently, owing to the resignation of Mr. Lalit Devidutt Chaudhary as Independent Director
with effect from May 14, 2025, and resulting in a vacancy of a member in the Stakeholders''
Relationship Committee, the Board of Director at its meeting held on August 5, 2025, appointed
Mr. Neel Snehalkumar Shah, Independent Director, as a member of the Committee.

C. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted pursuant to Section
178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015. As on March
31, 2025, the Nomination and Remuneration Committee comprised of three members, Mr. Lalit
Devidutt Chaudhary as the Chairperson, and Ms. Neelu Atulkumar Shah and Mr. Bharat Chunilal
Shah as members.

Subsequently, owing to the resignation of Mr. Lalit Devidutt Chaudhary as Independent Director
with effect from May 14, 2025, and resulting in a vacancy of member and Chairperson in the
Nomination and Remuneration Committee, the Board of Director at its meeting held on August 5,
2025, appointed Mr. Neel Snehalkumar Shah, Independent Director, as a Member and Chairperson
of the Committee.

The Nomination and Remuneration Committee has formulated a policy defining the criteria for
determining qualifications, positive attributes and independence of a director and recommended
to the Board a policy, relating to the remuneration for the directors, key managerial personnel and
other employees known as Nomination and Remuneration Policy (NRC Policy). The NRC Policy is
available on the Company''s website at https://cscpl.com/investors-relations/shareholder-
information/disclosure-policies/

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy.

2. Defining role of the Committee.

3. Laying down the qualifications and criteria to appoint a Director.

4. Identification of criteria of independence for Independent Director.

5. Identifying the entitlement to non-executive Directors.

6. Framing structure of remuneration to the Executive Directors and Key Managerial Personnel
and other employees.

D. Corporate Social Responsibility (CSR) Committee:

The Company has constituted as Corporate Social Responsibility (CSR) Committee in terms of
Section 135 of the Companies Act, 2013 and the rules made thereunder. As on March 31,2025, the
CSR Committee of the Company comprised of three members, Mr. Navdeep Naresh Goyal as the
Chairperson and Mr. Bharat Chunilal Shah and Mr. Rajveer Kamal Aggarwal as members of the
Committee.

The Company has adopted the Corporate Social Responsibility Policy as recommended by CSR
Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on
Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-
policies/.

In accordance with the provisions of Section 135(5) of the Companies Act, 2013, the Company had
a Corporate Social Responsibility (CSR) obligation of Rs. 122.25 Lakhs for the financial year 2024¬
25. During the year ending March 31, 2025, the Company spent Rs. 58.80 Lakhs on various CSR
initiatives. The remaining unspent amount of Rs. 63.45 Lakhs is required to be transferred to a fund
specified in Schedule VII within six months of the end of the financial year. Accordingly, the
Company shall transfer this amount on or before September 30, 2025.

A detailed Annual Report on CSR activities for the financial year 2024-25, prepared in accordance
with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - I
to this report.

E. Risk Management Committee:

The Risk Management Committee (RMC) of the Company is constituted in line with the provisions
of Regulation 21 of SEBI (LODR) Regulations, 2015. As on March 31, 2025, The Risk Management
Committee of the Company comprised of three members, Mr. Rajesh Chimanlal Gandhi as the
Chairperson and Ms. Neelu Atulkumar Shah and Mr. Himanshu Prafulchandra Purohit as members
of the Committee.

The Board of Directors periodically evaluates the processes for Risk Identification and Risk
Mitigation. The management of the Company has duly adopted the Risk Management Policy to
articulate the Company''s approach and expectations in relation to the management of risk across
the organisation. The Risk Management Policy is available on Company''s website at
https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

There are no specific risks which in the opinion of the Board threaten the existence of the Company.
However, some of the risks which are inherent in business and type of industry in which the
Company operates are elaborately described in the Management Discussion and Analysis forming
part of the Annual Report.

VIGIL MECHANISM:

As per the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22(1) of SEBI (LODR)
Regulations, 2015, the Company has adopted a Whistle Blower Policy, to provide a formal vigil
mechanism to the employees to report their grievances / concerns about instances of unethical
behaviour, actual or suspected fraud or violation of Company''s Code of Conduct.

The Policy provides for adequate safeguards against victimisation of employees who avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases.
It is affirmed that no personnel of the Company have been denied access to the Chairman of the Audit
Committee during the year under review.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The
Whistle Blower Policy is available on the Company''s website at https://cscpl.com/investors-
relations/disclosure-under-regulation-46-of-the-lodr/policies/.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of
Directors have carried out annual performance evaluation of the Board as a whole, Board Committees
and Individual Directors on the basis of criteria laid down in Performance Evaluation Policy of the
Company.

The performance of Independent Directors, Non-executive Directors, Executive Directors, Whole-time
Directors, Managing Directors and Chairperson was evaluated by all the members of the Nomination
and Remuneration Committee (other than the member evaluating) on the basis of criteria laid down in
Performance Evaluation Policy.

As required under Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the
Independent Directors of the Company was held to evaluate the performance of the Chairperson, Non¬
Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness
of flow of information between the management of the Company and the Board.

The performance evaluation made by Nomination and Remuneration Committee and Independent
Directors at their meeting was noted by the Board.

AUDITORS:

Statutory Auditor:

The Members of the Company at the 35^th Annual General Meeting ("AGM") held on September 26, 2024,
approved the appointment of M/s. Shah Mehta & Bakshi, Chartered Accountant (FRN 103824W) as the
Statutory Auditors of the Company for a period of five years from the conclusion of the said 35^th AGM
till the conclusion of 40^th AGM.

Qualification, reservation or adverse remark or disclaimer made by the statutory auditor in his
report and comments by the Board:

M/s. Shah Mehta & Bakshi, Statutory Auditors, have not made any modified opinion, qualifications,
reservations, adverse remarks or disclaimers in their report for the financial year ended March 31, 2025.
Accordingly, the board is not required to provide any explanation or comments in terms of Section
134(3)(f)(i) of the Companies Act, 2013.

Further, there are no frauds reported by the Auditor which are required to be disclosed under Section
143(12) of Companies Act, 2013, for the financial year ended March 31, 2025.

Cost Auditor:

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has re¬
appointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm Registration No. 101341) as the
Cost Auditor of the Company for the financial year 2025-26. The remuneration payable to the Cost
Auditor is required to be ratified by the Shareholders at the ensuing AGM and accordingly, a resolution
seeking ratification has been included in the Notice convening the 36^th AGM.

The Company has made and maintained necessary cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014.

The Cost Audit report for the financial year ended March 31, 2025, does not contain any qualification,
reservation or adverse remark and has been furnished to the Central Government within the prescribed
time limits.

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from
time to time), and as recommended by the Audit Committee, M/s. Rathod & Co, Practicing Company
Secretaries, were re-appointed as Secretarial Auditor by the Board of Directors in their meeting held on
February 12, 2025 for conducting the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit report for the financial year 2024-25 as provided by M/s. Rathod & Co, Practicing
Company Secretaries, is appended as Annexure - II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or
disclaimer.

In accordance with SEBI Circular dated 8 February 2019 read with Regulation 24A of SEBI (LODR)
Regulations, 2015, the Company has obtained an Annual Secretarial Compliance Report from M/s.
Rathod & Co, Practising Company Secretaries, confirming compliances with all applicable SEBI
Regulations, Circulars and Guidelines for the financial year 2024-25. The Annual Secretarial Compliance
Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the
end of the said financial year.

M/s. Rathod & Co, Practising Company Secretaries, has issued a certificate confirming that none of the
Directors on the Board of the Company has been debarred or disqualified from being appointed or
continuing as Directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of
Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to the Report
on Corporate Governance which forms part of the Annual Report.

Pursuant to the recent amendment in Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, every listed entity is required to appoint a Secretarial Auditor on the
recommendation of its Board of Directors and with the approval of its shareholders in the Annual
General Meeting. Further, such Secretarial Auditor must be a Peer Reviewed Company Secretary and
must not have incurred any disqualifications as specified by the Securities and Exchange Board of India
(SEBI).

The Board of Directors of the Company, on the recommendation of the Audit Committee, has
considered and approved the appointment of M/s. Rathod and Co., Practicing Company Secretaries
(Peer Review Certificate No. 1762/2022), holding Certificate of Practice No. 20186, as the Secretarial
Auditor of the Company, for a term of five consecutive years, to conduct the Secretarial Audit of the
Company for the Financial Year 2025-26 and onwards, subject to the approval of the shareholders of
the Company. M/s. Rathod and Co., has consented to the proposed appointment and confirmed their
eligibility under the applicable laws. The Board recommends their appointment to the shareholders.

Internal Auditor:

The Internal Auditor of the Company is appointed by the Board on yearly basis, on the recommendation
of the Audit Committee. The findings of internal audit are reported by the Internal Auditor to the Audit
Committee on a periodic basis.

M/s Kulin Shah & Associates, Chartered Accountants, (FRN: 139661W), are re-appointed as the Internal
Auditors of the Company to conduct the internal audit for the financial year 2025-26.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to information required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and the statement required under Rule 5(2) of the said rules is appended as Annexure - III.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company, to the best of their knowledge and belief and according to information and explanation
obtained by them, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31,2025, the applicable
accounting standards had been followed and there is no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company for the financial year ended March 31, 2025, and of the profit and loss of the
company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and were operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws
and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34(2)(f) of SEBI
(LODR) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social
and governance perspective is appended as Annexure - IV.

CORPORATE GOVERNANCE:

As per Regulation 34 read with Schedule V(C) of SEBI (LODR) Regulations, 2015, a separate section on
Report on Corporate Governance practices followed by the Company is included in the Annual Report.

A Certificate from M/s. Rathod & Co, Practicing Company Secretaries regarding compliance with the
conditions of Corporate Governance is appended as Annexure - V.

ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act, 2013, the draft of the Annual Return, referred
to in sub-section (3) of section 92, for the financial year ended March 31, 2025, is placed on the
Company''s website and can be accessed at https://cscpl.com/investors-relations/shareholder-
information/general-meeting/36th-agm/.

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management process. The Company has
adequate internal financial controls in place to address financial and financial reporting risks. The
internal financial controls with reference to the financial statements are commensurate with the size and
nature of business of the Company.

This internal financial control system of the Company is being checked by the Internal Auditors. The
system helps in improving operational and financial efficiency of the Company, safeguarding of assets
and detection and prevention of frauds, if any. No material observations have been received from the
Internal Auditors of the Company regarding inefficiency or inadequacy of such controls.

During the financial year 2024-25, the Company has tested its controls and the same are effectively
working. Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013, is provided by the Statutory Auditor of the Company and forms part
of the Independent Auditors'' Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has set up an Internal
Complaints Committee to consider and resolve all complaints relating to sexual harassment to its
women employees at workplace. The Company has taken various initiatives to ensure a safe and healthy
workplace for its women employees.

The Company has also adopted a policy for prevention of Sexual Harassment of Women at workplace
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. No complaints of sexual harassment were received by the Company during the financial year
2024-25 under review.

Particulars	Details
Number of complaints of sexual harassment received in the year	-
Number of complaints disposed off during the year	-
Number of cases pending for more than ninety days	-

Further, in accordance with the recent amendment dated May 9, 2024, to Rule 8(5) of the POSH Rules,
it is disclosed that no complaints were received under the Right to Information Act, 2005 in respect of
sexual harassment cases during the financial year under review.

The Company remains committed to providing a safe and conducive work environment for all its
employees.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company hereby states that it has complied with the provisions of the Maternity Benefit Act, 1961,
and has implemented all necessary measures to provide maternity benefits and related facilities to
eligible women employees during the financial year under review.

CREDIT RATING:

As of the financial year ended March 31, 2025, the Company had a Long-Term Rating of CRISIL
BBB /Negative (Reaffirmed). The Credit Rating Letter is available on the website of the Company at,
https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/credit-ratings/.

The Company has also submitted the disclosure in respect of the above to both the exchanges where
the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited
as required under Regulation 30 of SEBI (LODR) Regulations, 2015.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into by the Company with the Related Parties, during
the financial year 2024-25, were on an arm''s length basis, in the ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015.

All Related Party Transactions are appropriately approved by the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A
statement of all Related Party Transactions is placed before the Audit Committee for its review on a
quarterly basis, specifying the name of the Related Party, nature and value of the transactions.

During the year under review, there were no material contracts or arrangement, or transactions entered
into by the Company with related parties hence, there were no transactions with Related Parties during
the year which are required to be reported in Form AOC-2.

Disclosure of all the transactions entered by the Company with related parties are set out in Note No.
34 of the Financial Statements of the Company in the format prescribed in the relevant Accounting
Standards.

In terms of the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the
Company has adopted a Policy on Related Party Transactions which is available on the website of the
Company at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

During the year under review there were no significant and material orders passed by the Regulators or
Courts or Tribunals or Statutory and quasi-judicial body impacting the going concern status and the
Company''s operations in future.

DEPOSITS:

No public deposits have been accepted or renewed by the Company during the financial year 2024-25
pursuant to Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered
under Chapter V of the Companies Act, 2013, or the details of deposits which are not in compliance
with the requirements of Chapter V of the Companies Act, 2013, is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2024-25, the Company has not given any loan, has not provided any guarantee
or security for any loan nor has made any investments under the provisions of Section 186 of the

Companies Act, 2013.

ISO CERTIFICATE:

The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification.

INDUSTRIAL RELATIONS:

Industrial relations at all divisions of the Company have always been cordial and continue to be so. The
relationship with the workmen and staff remained cordial and harmonious during the year and the
management received full cooperation from the employees. The Company strives to provide a healthy,
conducive and competitive work environment to enable the employees excel and create new
benchmarks of quality, productivity, efficiency and customer delight.

INSURANCE:

The Company has obtained public liability insurance in compliance with the requirements under the
Public Liability Insurance Act, 1991, as amended, as well as industrial all risk insurance (including material
damage and business interruption insurance) with respect to the manufacturing facility, covering inter
alia buildings, plant and machinery, furniture and stock located therein and a marine cargo open policy
with respect to the key products and raw materials. The Company has also obtained standard fire and
special perils policies with respect to the corporate office and solar plant. The Company has obtained a
money insurance policy covering the corporate office and manufacturing facility at Vadodara. Further,
the Company has also undertaken Directors and Officers insurance (''D and O insurance'') as required
under Regulation 25(10) of SEBI (LODR) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND
OUTGO:

The details pertaining to conservation of energy, technology absorption, foreign exchange Earnings and
outgo as required under Section 134(3) of the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is appended as Annexure - VI.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year 2024-25, the Company is in compliance with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of
the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments affecting the financial position of the Company
occurred after the closure of financial year ended March 31,2025, and till the date of this report.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section
43(a)(ii) of the Companies Act, 2013.

b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission
received by the Managing Director or the Whole-time Directors of the Company from any of its
subsidiaries is not applicable.

c. 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.

d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable.

e. The Company has not made any application and there are no pending proceedings under the
Insolvency and Bankruptcy Code, 2016.

f. The Company is solvent and financially healthy hence there were no instance of one-time settlement
with Banks or Financial Institutions during the financial year 2024-25.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for the steadfast commitment and highly
motivated performance by employees at all levels, which was instrumental in the sustained performance
of the Company. The Directors would also like to express their appreciation for the assistance and co¬
operation of Central and State Government authorities, bankers, customers, suppliers and business
associates. The Directors acknowledge with gratitude, the encouragement and support extended by the
Company''s valued stakeholders.

For and on behalf of the Board
Chemcon Speciality Chemicals Limited

Kamalkumar Rajendra Aggarwal

Place: Vadodara Chairman & Managing Director

Date: August 5, 2025 DIN: 00139199

---

Mar 31, 2024

The directors have pleasure in presenting the 35^th Annual Report on the business and operations of Chemcon Speciality Chemicals Limited ("the Company") together with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31, 2024, is summarised below:

(Rs. in Lakhs)

PARTICULARS		Year ended March 31, 2024		Year ended March 31, 2023
Revenue from Operations		26,709.21		30,288.47
Other Income		1,318.45		1,331.47
Total Income		28,027.66		31,619.94
Profit before Financial Cost, Depreciation and tax		4,006.42		8,401.14
Less: Finance Costs		349.72		148.86
Less: Depreciation/ Amortisation/ Impairment		1,030.94		837.14
Profit before Tax		2,625.76		7,415.14
Less: Tax Expense (Current & Deferred)		706.46		1,904.13
Profit after tax for the year		1,919.30		5,511.01
Other Comprehensive Income/(loss)		(14.36)		(28.08)
Total Comprehensive Income for the year		1,904.94		5,482.92

The above figures are extracted from the audited financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, in terms of Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI (LODR) Regulations, 2015").

STATE OF COMPANY''S AFFAIR:

During the financial year under review, the Company witnessed a decline in sales, reporting Rs. 26,709.21 Lakhs, down from Rs. 30,288.47 Lakhs in the previous year. Profit Before Tax (PBT) also decreased, reaching Rs. 2,625.76 Lakhs, compared to Rs. 7,415.14 Lakhs in the prior year. Similarly, Profit After Tax (PAT) fell to Rs. 1,919.30 Lakhs, a significant drop from Rs. 5,511.01 Lakhs in the previous financial year. As a result, Earnings Per Share (EPS) for FY 2023-24 declined to Rs. 5.24, compared to Rs. 15.04 in the preceding year.

The decline in margins can be attributed to several challenges, including supply chain disruptions, chip shortages, rising inflation, increased interest rates, foreign currency fluctuations, geopolitical conflicts, higher employee costs, and increased costs of goods sold due to material price hikes. In response to these inflationary pressures, we implemented cost optimization strategies and enhanced cost control measures.

For a comprehensive understanding of the Company''s performance, stakeholders are encouraged to refer to "Management Discussion and Analysis" section in the Annual Report.

DIVIDEND:

The directors have thought fit to plough back the profit in operations for providing long-term working capital and hence, opted not to declare any dividend for the financial year ended March 31, 2024.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (LODR) Regulations, 2015 is available on the Company''s website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/

UNPAID / UNCLAIMED DIVIDEND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

TRANSFER TO RESERVE:

During the Financial Year under review, Company has not transferred any amount to any reserves. SHARE CAPITAL:

As on March 31,2024:

> The Authorised Share Capital of the Company was INR 50,00,00,000/- (INR Fifty Crores Only) divided in to 5,00,00,000 (Five Crores) Equity Shares of INR 10/- (INR Ten only) each; and

> The Issued, subscribed and Paid-up Share Capital of the Company was INR 36,63,07,010/- (INR Thirty-Six Crores Sixty-Three Lakhs Seven Thousand and Ten only) divided into 3,66,30,701 (Three Crores Sixty-Six Lakhs Thirty Thousand Seven Hundred and One) Equity Shares of INR 10/- (INR Ten Only) each.

During the financial year ended March 31, 2024, the Company has not bought back any of its securities, has not issued any Sweat Equity Shares or Bonus Shares and has not provided any Stock Option Scheme to the employees.

Further, the Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year ended March 31, 2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The directors of the Company as on March 31,2024, were:

Sr. No.	Name of Director / KMP	Category of Directorship / KMP
1.	Mr. Kamalkumar Rajendra Aggarwal	Chairman & Managing Director

Sr. No.	Name of Director / KMP	Category of Directorship / KMP
2.	Mr. Navdeep Naresh Goyal	Deputy Managing Director (Appointed as Wholetime Director with effect from August 03, 2024)
3.	Mr. Rajesh Chimanlal Gandhi	Whole-time Director and Chief Financial Officer
4.	Mr. Himanshu Prafulchandra Purohit	Whole-time Director
5.	Mr. Rajveer Kamal Aggarwal	Whole-time Director (resigned as a Whole-time Director but continuing as a Non-executive Director with effect from August 03, 2024)
6.	Ms. Neelu Atulkumar Shah	Independent Director
7.	Mr. Lalit Devidutt Chaudhary	Independent Director
8.	Mr. Pankaj Amritlal Shah	Independent Director
9.	Mr. Bharat Chunilal Shah	Independent Director
10.	Mr. Lalit Ramniklal Mehta	Independent Director
11.	Mr. Shahilkumar Maheshbhai Kapatel	Company Secretary and Compliance Officer

As on the financial year ended March 31, 2024, the board of directors of the Company comprised of an optimum combination of executive and non-executive directors where 50% of the board of directors comprises of non-executive independent directors including one woman independent director.

A. Resignations during the financial year 2023-24:

> Mr. Samir Chandrakant Patel (DIN: 00086774) stepped down from his role as an independent director at the Company, with effect from May 13, 2023, due to personal reasons and other business commitments.

> Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of independent director of the company with effect from June 26, 2023, due to many other engagements and occupations.

The Board placed on record their appreciation for the assistance and guidance provided by them during their tenure as Independent Directors of the Company.

B. Appointments during the financial year 2023-24:

During the financial year 2023-24, Mr. Pankaj Amritlal Shah (DIN: 10417855) and Mr. Lalit Ramniklal Mehta (DIN: 00903743) were appointed as an Additional Directors (Non-Executive, Independent) by the Board of Directors at their meeting held on December 16, 2023.

Further, the Company had sought the approval of Shareholders on the Business as set out below and as contained in the Postal Ballot Notice dated December 16, 2023 ("Postal Ballot Notice"), by passing the said resolutions through Postal Ballot, only by way of remote e-voting process:

Sr. No.	Description of Resolution	Type of Resolution
1.	Appointment of Mr. Pankaj Amritlal Shah (DIN: 10417855) as an Independent Director.	Special Resolution
2.	Appointment of Mr. Lalit Ramniklal Mehta (DIN: 00903743) as an Independent Director.	Special Resolution

The above Special Resolutions were passed with requisite consent on February 3, 2024, i.e. the last date of remote e-voting period.

C. Changes in the Board of Directors between the period from the closure of the Financial Year till the date of this report:

> Appointment of Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as an Additional Director.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 3, 2024, appointed Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as an Additional Director of the Company who holds office with effect from August 3, 2024 upto the date of ensuing Annual General Meeting of the Company.

Mr. Naresh Vijaykumar Goyal is eligible for appointment as a Director of the Company, thus, shareholder''s approval by way of ordinary resolution is sought at the ensuing Annual General Meeting for appointment of Mr. Naresh Vijaykumar Goyal as a Director on the Board of the Company who shall not be liable to retire by rotation.

A brief profile of Mr. Naresh Vijaykumar Goyal along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his appointment.

> Appointment of Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as Joint Managing Director.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 3, 2024, approved the appointment and remuneration of Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as the Joint Managing Director of the Company for a period of 3 (Three) years beginning from August 3, 2024, till August 2, 2027, subject to the approval of the members.

Accordingly, shareholder''s approval is sought at the ensuing Annual General Meeting of the Company for appointment & remuneration of Mr. Naresh Vijaykumar Goyal as a Joint Managing Director of the Company, who shall not be liable to retire by rotation, for a period of 3 (Three) years beginning from August 3, 2024, till August 2, 2027.

A brief profile of Mr. Naresh Vijaykumar Goyal along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his appointment.

> Appointment of Mr. Navdeep Naresh Goyal (DIN: 02604876) as a Whole-time Director of the Company.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 3, 2024, approved the appointment and remuneration of Mr. Navdeep Naresh Goyal (DIN: 02604876) as the Whole-time Director of the Company for a period of 3 (Three) years beginning from August 3, 2024, till August 2, 2027, subject to the approval of the members.

Accordingly, shareholder''s approval is sought at the ensuing Annual General Meeting of the Company for appointment & remuneration of Mr. Navdeep Naresh Goyal as a Whole-time

Director of the Company, who shall be liable to retire by rotation, for a period of 3 (Three) years beginning from August 3, 2024, till August 2, 2027.

A brief profile of Mr. Navdeep Naresh Goyal along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his appointment.

> Change in designation of Mr. Rajveer Kamal Aggarwal (DIN: 07883896) from Whole-time director to Non-executive Director (Non-Independent).

Mr. Rajveer Kamal Aggarwal (DIN: 07883896) has resigned as the Whole-time Director of the Company due to other business commitments with effect from August 3, 2024. Further, Mr. Rajveer Kamal Aggarwal will continue to be a Non-Executive Director (Non-Independent) of the Company. His resignation from the post of Whole-time Director has been accepted by the Board of Directors at their Meeting held on August 3, 2024.

> Appointment of Mr. Ketan Bhailal Shah (DIN: 00058966) as an Additional Director (NonExecutive and Independent).

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 22, 2024, appointed Mr. Ketan Bhailal Shah (DIN: 00058966) as an Additional Director (Non-executive and Independent) of the Company who holds office with effect from August 22, 2024, upto the date of ensuing Annual General Meeting of the Company. Further, Mr. Ketan Bhailal Shah was appointed as Independent Director for a term of five years commencing from August 22, 2024.

Pursuant to Regulation 17 and Regulation 25 of SEBI (LODR) Regulations, 2015, the appointment of an independent director shall be approved by the shareholders at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier by way of a special resolution. Also, Mr. Ketan Bhailal Shah is eligible for appointment as an Independent Director of the Company. Accordingly, shareholder''s approval by way of a special resolution is sought at the ensuing Annual General Meeting for the appointment of Mr. Ketan Bhailal Shah as an Independent Director for a term of five years commencing from August 22, 2024, who shall not be liable to retire by rotation.

A brief profile of Mr. Ketan Bhailal Shah along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his appointment.

D. Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for reappointment. Accordingly, Mr. Rajveer Kamal Aggarwal (DIN: 07883896), Non-executive Director (Non- independent) of the Company, shall retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offers himself for reappointment.

A brief profile of Mr. Rajveer Kamal Aggarwal along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his re-appointment.

E. Re-appointment of the Managing Director and Whole-time Directors:

The members at the 33^rd Annual General Meeting of the Company held on July 26, 2022, approved the re-appointment of Mr. Kamalkumar Rajendra Aggarwal (DIN: 00139199) as a Managing Director of the Company and approved the re-appointment of Mr. Rajesh Chimanlal Gandhi (DIN: 03296784) and Mr. Himanshu Prafulchandra Purohit (DIN: 03296807) as the Whole-time Directors of the Company for a period of 3 (Three) years beginning from May 1, 2022, till April 30, 2025. Thus, the current term of Mr. Kamalkumar Rajendra Aggarwal as Managing Director of the Company and Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit as Whole-time Directors of the Company ends on April 30, 2025.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 22, 2024, approved the re-appointment of Mr. Kamalkumar Rajendra Aggarwal as a Managing Director of the Company, who shall not be liable to retire by rotation, and approved the re-appointment of Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit as the Whole-time Directors of the Company, who shall be liable to retire by rotation, for a period of 3 (Three) years beginning from May 1,2025, till April 30, 2028, subject to the approval of the members.

The Board of Directors at their meeting held on August 22, 2024, has also approved the remuneration payable to Mr. Kamalkumar Rajendra Aggarwal, Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit, subject to the approval of the members.

Accordingly, shareholder''s approval is sought at the ensuing Annual General Meeting of the Company for re-appointment & remuneration of Mr. Kamalkumar Rajendra Aggarwal as a Managing Director of the Company, who shall not be liable to retire by rotation, and reappointment & remuneration of Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit as the Whole-time Directors of the Company, who shall be liable to retire by rotation, for a period of 3 (Three) years beginning from May 1, 2025, till April 30, 2028.

A brief profile of the Managing Director and Whole-time Directors seeking re-appointment along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015, and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company.

F. Declaration by Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors'' have submitted a separate declaration that each of them meets the criteria of independence as laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of SEBI (LODR) Regulations, 2015, and are not disqualified from continuing as Independent Directors of the Company. Further, during the financial year ended March 31, 2024, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

G. Compliance with the Code of Conduct:

Pursuant to the requirements of Regulation 26(3) of SEBI (LODR) Regulations, 2015, all members of the Board of Directors, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the code of conduct for Board of Directors, Key Managerial Personnel and senior management Personnel for the financial year ended March 31,2024.

H. Familiarisation programme for Independent Directors:

The objective of the familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy on familiarisation programme and the details of familiarisation programme conducted by the Company is available on the website of the Company at https://cscpl.com/investors-relations/familiarization-programme/.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31,2024, 6 (Six) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013, and rules made thereunder, applicable Secretarial Standards and regulation 17 of SEBI (LODR) Regulations, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

COMMITTEES OF THE BOARD:

The Company has duly constituted the following Committees in terms of the provisions of the Companies Act, 2013 read with relevant rules framed thereunder and SEBI (LODR) Regulations, 2015:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The composition of all such Committees, brief terms of reference, number of meetings held during the financial year ended March 31, 2024, their dates and attendance thereat and other details have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. As of March 31, 2024, the Company''s Audit Committee comprised of Mr. Bharat Chunilal Shah as the Chairperson and Ms. Neelu Atulkumar Shah, Mr. Pankaj Amritlal Shah and Mr. Kamalkumar Rajendra Aggarwal as members of the Committee.

During the financial year 2023-24, Mr. Samir Chandrakant Patel resigned from the position of independent director and as member of Audit Committee of the company with effect from May 13, 2023. Further, Mr. Pankaj Amritlal Shah was appointed as an Independent Director and as a member

of the Audit Committee with effect from December 16, 2023.

B. Stakeholders Relationship Committee:

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015, the Board has duly constituted a "Stakeholders Relationship Committee" to consider and resolve the grievances of security holders of the company. The Stakeholders'' Relationship Committee comprises Mr. Bharat Chunilal Shah as the Chairperson and Mr. Rajesh Chimanlal Gandhi and Mr. Lalit Devidutt Chaudhary as members of the Committee.

C. Nomination and Remuneration Committee:

Pursuant to Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015, the Company has constituted the Nomination and Remuneration Committee comprising of Mr. Lalit Devidutt Chaudhary as the Chairperson and Ms. Neelu Atulkumar Shah and Mr. Bharat Chunilal Shah as members of the Committee.

The Nomination and Remuneration Committee has formulated a policy defining the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees known as Nomination and Remuneration Policy (NRC Policy). The NRC Policy is available on the Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy.

2. Defining role of the Committee.

3. Laying down the qualifications and criteria to appoint a Director.

4. Identification of criteria of independence for Independent Director.

5. Identifying the entitlement to non-executive Directors.

6. Framing structure of remuneration to the Executive Directors and Key Managerial Personnel and other employees.

D. Corporate Social Responsibility (CSR) Committee:

The Company has constituted as Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013 and the rules made thereunder. As of March 31, 2024, the CSR Committee of the Company comprised of three members, Mr. Navdeep Naresh Goyal as the Chairperson and Mr. Bharat Chunilal Shah and Mr. Rajveer Kamal Aggarwal as members of the Committee.

During the financial year 2023-24, Mr. Pradeep Vishambhar Agrawal resigned from the position of independent director of the Company and as a member of CSR Committee with effect from June 26, 2023. Subsequently, the Board of Director at its meeting held on August 11,2023, reconstituted the Corporate Social Responsibility Committee by appointing Mr. Rajveer Kamal Aggarwal, Wholetime director of the Company, as member of the CSR Committee.

The Company has adopted the Corporate Social Responsibility Policy as recommended by CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on

Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

In accordance with the provisions of Section 135(5) of the Companies Act, 2013, the Company had a Corporate Social Responsibility (CSR) obligation of Rs. 155.42 Lakhs for the financial year 202324. During the year ending March 31, 2024, the Company spent Rs. 53.61 Lakhs on various CSR initiatives. The remaining unspent amount of Rs. 101.81 Lakhs is required to be transferred to a fund specified in Schedule VII within six months of the end of the financial year. Accordingly, the Company shall transfer this amount on or before September 30, 2024.

A detailed Annual Report on CSR activities for the financial year 2023-24, prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - I to this report.

E. Risk Management Committee:

The Risk Management Committee (RMC) of the Company is constituted in line with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015. As of March 31, 2024, The Risk Management Committee of the Company comprised of three members, Mr. Rajesh Chimanlal Gandhi as the Chairperson and Ms. Neelu Atulkumar Shah and Mr. Himanshu Prafulchandra Purohit as members of the Committee.

During the financial year 2023-24, Mr. Samir Chandrakant Patel resigned from the position of independent director of the Company and as a member and chairman of Risk Management Committee with effect from May 13, 2023. Subsequently, The Board of Director at its meeting held on August 11, 2023, reconstituted the Risk Management Committee by appointing Ms. Neelu Atulkumar Shah, Independent Director, as a member of the committee and designated Mr. Rajesh Chimanlal Gandhi as Chairperson of the committee.

The Board of Directors periodically evaluates the processes for Risk Identification and Risk Mitigation. The management of the Company has duly adopted the Risk Management Policy to articulate the Company''s approach and expectations in relation to the management of risk across the organisation. The Risk Management Policy is available on Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

There are no specific risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which are inherent in business and type of industry in which the Company operates are elaborately described in the Management Discussion and Analysis forming part of the Annual Report.

VIGIL MECHANISM:

As per the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22(1) of SEBI (LODR) Regulations, 2015, the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the employees to report their grievances / concerns about instances of unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct.

The Policy provides for adequate safeguards against victimisation of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company have been denied access to the Chairman of the Audit Committee.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy is available on the Company''s website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors have carried out annual performance evaluation of the Board as a whole, Board Committees, Individual Directors and Independent Directors on the basis of criteria laid down in Performance Evaluation Policy of the Company.

The performance of Independent Directors, Non-executive Directors, Executive Directors, Whole-time Directors, Managing Directors and Chairperson was evaluated by all the members of the Nomination and Remuneration Committee (other than the member evaluating) on the basis of criteria laid down in Performance Evaluation Policy.

As required under Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson, NonIndependent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The performance evaluation made by Nomination and Remuneration Committee and Independent Directors at their meeting was noted by the Board.

AUDITORS:

Statutory Auditor:

The Members of the Company at the 30^th Annual General Meeting ("AGM") held on June 14, 2019, approved the appointment of M/s. K C Mehta & Co, Chartered Accountants, (now known as M/s. K C Mehta & Co LLP) as the Statutory Auditors of the Company for a period of five years from the conclusion of the said 30^th AGM till the conclusion of 35^th AGM. Accordingly, the tenure of M/s. K C Mehta & Co LLP shall end at the conclusion of the 35^th AGM. The Board places on record the highest sense of appreciation for the valuable services rendered by them as the Statutory Auditors of the Company during their association with the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, proposes the appointment of M/s. Shah Mehta & Bakshi, Chartered Accountants (FRN 103824W), as the Statutory Auditors of the Company for a period of five years, from the conclusion of the 35^th AGM until the conclusion of the 40^th AGM of the Company.

The Company has received a certificate from M/s. Shah Mehta & Bakshi, Chartered Accountants (FRN. 103824W), confirming that their appointment, if made, would be within the limits specified under Section 141 (3)(g) of the Act and they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the Section 139(1), 141(2) and 141(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Qualification, reservation or adverse remark or disclaimer made by the statutory auditor in his report and comments by the Board:

M/s. K C Mehta & Co LLP, Statutory Auditors, have not made any modified opinion, qualifications, reservations, adverse remarks or disclaimers in their report for the financial year ended March 31,2024.

Accordingly, the board is not required to provide any explanation or comments in terms of Section 134(3)(f)(i) of the Companies Act, 2013.

Further, there are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013, for the financial year ended March 31, 2024.

Cost Auditor:

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has reappointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm Registration No. 101341) as the Cost Auditor of the Company for the financial year 2024-25. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders at the ensuing AGM and accordingly, a resolution seeking ratification has been included in the Notice convening the 35^th AGM.

The Company has made and maintained necessary cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

The Cost Audit report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark and has been furnished to the Central Government within the prescribed time limits.

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), and as recommended by the Audit Committee, M/s. Rathod & Co, Practicing Company Secretaries, were re-appointed as Secretarial Auditor by the Board for conducting the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit report for the financial year 2023-24 as provided by M/s. Rathod & Co, Practicing Company Secretaries, is appended as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In accordance with SEBI Circular dated 8 February 2019 read with Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has obtained an Annual Secretarial Compliance Report from M/s. Rathod & Co, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2023-24. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.

M/s. Rathod & Co, Practising Company Secretaries, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance which forms part of the Annual Report.

Internal Auditor:

The Internal Auditor of the Company is appointed by the Board on yearly basis, on the recommendation

of the Audit Committee. The findings of internal audit are reported by the Internal Auditor to the Audit Committee on a periodic basis.

M/s Kulin Shah & Associates, Chartered Accountants, (FRN: 139661W), are appointed as the Internal Auditors of the Company to conduct the internal audit for the financial year 2024-25.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement required under Rule 5(2) of the said rules is appended as Annexure III.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards had been followed and there is no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2024, and of the profit and loss of the company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure IV.

CORPORATE GOVERNANCE:

As per Regulation 34 read with Schedule V(C) of SEBI (LODR) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company is included in the Annual Report.

A Certificate from M/s. Rathod & Co, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is appended as Annexure V.

ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act, 2013, the draft of the Annual Return, referred to in sub-section (3) of section 92, for the financial year ended March 31, 2024, is placed on the

Company''s website and can be accessed at https://cscpl.com/investors-relations/shareholder-information/general-meeting/35th-agm/.

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements are commensurate with the size and nature of business of the Company.

This internal financial control system of the Company is being checked by the Internal Auditors. The system helps in improving operational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any. No material observations have been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls.

During the financial year 2023-24, the Company has tested its controls and the same are effectively working. Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, is provided by the Statutory Auditor of the Company and forms part of the Independent Auditors'' Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee to consider and resolve all complaints relating to sexual harassment to its women employees at workplace. The Company has taken various initiatives to ensure a safe and healthy workplace for its women employees.

The Company has also adopted a policy for prevention of Sexual Harassment of Women at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints of sexual harassment were received by the Company during the financial year 2023-24.

CREDIT RATING:

As of the financial year ended March 31, 2024, the Company had a Long-Term Rating of CRISIL BBB /Negative (Outlook revised from ''Stable''; Rating Reaffirmed). The Credit Rating Letter is available on the website of the Company at, https://cscpl.com/wp-content/uploads/investors-relations/credit-ratings/crisil-ratings_sep-23.pdf

The Company has also submitted the disclosure in respect of the above to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited as required under Regulation 30 of SEBI (LODR) Regulations, 2015.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into by the Company with the Related Parties, during the financial year 2023-24, were on an arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

All Related Party Transactions are appropriately approved by the Audit Committee. Prior omnibus

approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the name of the Related Party, nature and value of the transactions.

During the year under review, there were no material contracts or arrangement, or transactions entered into by the Company with related parties hence, there were no transactions with Related Parties during the year which are required to be reported in Form AOC-2.

Disclosure of all the transactions entered by the Company with related parties are set out in Note No. 27(e) of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

In terms of the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has adopted a Policy on Related Party Transactions which is available on the website of the Company at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

During the year under review there were no significant and material orders passed by the Regulators or Courts or Tribunals or Statutory and quasi-judicial body impacting the going concern status and the Company''s operations in future.

DEPOSITS:

No public deposits have been accepted or renewed by the Company during the financial year 2023-24 pursuant to Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013, or the details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013, is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2023-24, the Company has not given any loan, has not provided any guarantee or security for any loan nor has made any investments under the provisions of Section 186 of the Companies Act, 2013.

ISO CERTIFICATE:

The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification.

INDUSTRIAL RELATIONS:

Industrial relations at all divisions of the Company have always been cordial and continue to be so. The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees. The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight.

INSURANCE:

The Company has obtained public liability insurance in compliance with the requirements under the Public Liability Insurance Act, 1991, as amended, as well as industrial all risk insurance (including material

damage and business interruption insurance) with respect to the manufacturing facility, covering inter alia buildings, plant and machinery, furniture and stock located therein and a marine cargo open policy with respect to the key products and raw materials. The Company has also obtained standard fire and special perils policies with respect to the corporate office and solar plant. The Company has obtained a money insurance policy covering the corporate office and manufacturing facility at Vadodara. Further, the Company has also undertaken Directors and Officers insurance (''D and O insurance'') as per Regulation 25(10) of SEBI (LODR) Regulations, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The details pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure VI.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year 2023-24, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred after the closure of financial year ended March 31, 2024, and till the date of this report.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013.

b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable.

c. 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.

d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable.

e. The Company has not made any application and there are no pending proceedings under the Insolvency and Bankruptcy Code, 2016.

f. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2023-24.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels, which was instrumental in the sustained performance

of the Company. The Directors would also like to express their appreciation for the assistance and cooperation of Central and State Government authorities, bankers, customers, suppliers and business associates. The Directors acknowledge with gratitude, the encouragement and support extended by the Company''s valued stakeholders.

For and on behalf of the Board Chemcon Speciality Chemicals Limited

Kamalkumar Rajendra Aggarwal

Place: Vadodara Chairman & Managing Director

Date: August 22, 2024 DIN: 00139199

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Mar 31, 2023

The directors have pleasure in presenting the 34^th Annual Report on the business and operations of Chemcon Speciality Chemicals Limited ("the Company") together with the audited financial statements for the financial year ended March 31, 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31, 2023, is summarised below:

(INR in Lacs)
PARTICULARS		Year ended March 31, 2023		Year ended March 31, 2022
Revenue from Operations		30,288.47		25,711.11
Other Income		1,331.47		922.37
Total Income		31,619.94		26,633.49
Profit before Financial Cost, Depreciation and tax		8,401.14		9,083.39
Less: Finance Costs		148.86		56.94
Less: Depreciation/ Amortisation/ Impairment		837.14		626.90
Profit before Tax		7,415.14		8,399.55
Less: Tax Expense (Current & Deferred)		1,904.13		2,123.89
Profit after tax for the year		5,511.01		6,275.66
Other Comprehensive Income/(loss)		(28.08)		(35.16)
Total Comprehensive Income for the year		5,482.92		6,240.50

The above figures are extracted from the audited financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the "Listing Regulations").

STATE OF COMPANY''S AFFAIR:

For the financial year ended March 31, 2023, the Company has achieved an increase in revenue from operations by 17.80% amounting to Rs. 30,288.47 Lacs aided by improvement in volume & realisation. Profit before Tax was Rs. 7,415.14 Lacs in FY 2022-23 as against Rs. 8,399.55 Lacs in FY 2021-22 and Profit After Tax was Rs. 5,511.01 Lacs as against Rs. 6,275.66 Lacs the previous year. Earnings Per Share in FY 2022-23 was Rs. 15.04 as compared to Rs. 17.13 over the previous fiscal year.

> The Company has achieved a significant milestone by successfully initiating commercial production at its P9 facility located in Manjusar, Gujarat. This achievement marks a pivotal moment in the company''s operational journey, reflecting its commitment to expansion and growth.

> The Company has launched new Organic chemical product Bromo Benzene and added a capacity of 2,400 MTPA of Bromo Benzene at the P9 facility.

> For a comprehensive understanding of the Company''s performance, stakeholders are encouraged to refer to the "Management Discussion and Analysis" section in the Annual Report.

DIVIDEND:

During the financial year 2022-23, the Board of directors had declared an interim dividend of Rs. 4/- per equity share in the Board meeting held on August 8, 2022. The Board does not recommend any final dividend for the financial year 2022-23.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Company''s website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/

UNPAID / UNCLAIMED DIVIDEND:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid / unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

TRANSFER TO RESERVE:

During the Financial Year under review, Company has not transferred any amount to any reserves. SHARE CAPITAL:

As on March 31, 2023:

> The Authorised Share Capital of the Company was INR 50,00,00,000/- (INR Fifty Crores Only) divided in to 5,00,00,000 (Five Crores) Equity Shares of INR 10/- (INR Ten only) each; and

> The Issued, subscribed and Paid-up Share Capital of the Company is INR 36,63,07,010/- (INR Thirty-Six Crores Sixty-Three Lacs Seven Thousand and Ten only) divided into 3,66,30,701 (Three Crores Sixty-Six Lacs Thirty Thousand Seven Hundred and One) Equity Shares of INR 10/- (INR Ten Only) each.

During the financial year ended March 31,2023, the Company has not bought back any of its securities, has not issued any Sweat Equity Shares or Bonus Shares and has not provided any Stock Option Scheme to the employees.

Further, the Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year ended March 31, 2023.

UTILISATION OF IPO PROCEEDS:

The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on October 01,2020. The IPO proceeds were utilised as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the Listing Regulations there was no deviation/variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company had appointed HDFC Bank Limited as Monitoring Agency in terms of regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

as amended from time to time, to monitor the utilisation of IPO proceeds and the Company had obtained monitoring reports from the Monitoring Agency from time to time.

A certificate has also been obtained from the Statutory Auditors of the Company confirming the utilisation of the IPO proceeds as per the objects stated in the prospectus of the Company.

The proceeds of the Initial Public Offering were completely utilised during the FY 2022-23 by quarter ended September 30, 2022. The fact that the Company has fully utilized the IPO proceeds is evident from the Monitoring Agency Report submitted by the Company for the said quarter.

As per Regulation 32(2) of the SEBI (LODR) Regulations, 2015, the Company shall submit the statement of deviation(s) or variation(s) till such time the issue proceeds have been fully utilised. Accordingly, the Company had submitted the statement(s) and report as required under Regulation 32 of the Listing Regulations to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited on timely basis till the quarter ended September 30, 2022.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The directors of the Company as on March 31,2023, are:

Sr. No.	Name of Director / KMP	Category of Directorship / KMP
1.	Mr. Kamalkumar Rajendra Aggarwal	Chairman & Managing Director
2.	Mr. Navdeep Naresh Goyal	Deputy Managing Director
3.	Mr. Rajesh Chimanlal Gandhi	Whole-time Director and Chief Financial Officer
4.	Mr. Himanshu Purohit	Whole-time Director
5.	Mr. Rajveer Aggarwal	Whole-time Director
6.	Ms. Neelu Shah	Independent Director
7.	Mr. Lalit Chaudhary	Independent Director
8.	Mr. Samir Chandrakant Patel	Independent Director
9.	Mr. Bharat Shah	Independent Director
10.	Mr. Pradeep Vishambhar Agrawal	Independent Director
11.	Mr. Shahilkumar Kapatel	Company Secretary and Compliance Officer

As on the financial year ended March 31, 2023, the board of directors of the Company comprised of an optimum combination of executive and non-executive directors where 50% of the board of directors comprises of non-executive independent directors including one woman independent director.

A. Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for reappointment. Accordingly, Mr. Navdeep Naresh Goyal (DIN: 02604876), deputy managing director of the Company, shall retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offers himself for reappointment.

A detailed profile of Mr. Navdeep Naresh Goyal along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice convening the 34^th Annual General Meeting of the Company. The Board recommends his re-appointment.

B. Appointment during the financial year 2022-23:

During the financial year 2022-23, Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) was appointed as an Additional Director (Non-Executive, Independent) by the Board at its meeting held on April

28, 2022, and subsequently approved and regularised by the shareholder at the 33^rd Annual General Meeting of the company held on July 26, 2022.

C. Re-appointment of Independent Directors:

Mr. Lalit Devidutt Chaudhary, Mr. Bharat Chunilal Shah and Ms. Neelu Atulkumar Shah were appointed as Independent Directors of the Company by the members of the Company at their ExtraOrdinary General Meeting held on April 29, 2019, for a term of five years commencing from April

29, 2019, to April 28, 2024. Thus, the current term of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah as Independent Directors of the Company ends on April 28, 2024.

After considering the knowledge, acumen, expertise, experience, independence and substantial contribution and time commitments of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 31, 2023, proposed the re-appointment of Mr. Lalit Chaudhary, Mr. Bharat Shah and Ms. Neelu Shah as Independent Directors of the Company for a second term of five consecutive years commencing from April 29, 2024, to April 28, 2029 (both days inclusive), for the approval of the members who shall not be liable to retire by rotation.

The aforesaid Independent Directors have given their declarations to the Board of Directors to the effect that they meet the criteria of independence as provided in the Act and Listing Regulations and that they are not disqualified from being appointed as Director in terms of Section 164 of the Act nor debarred from holding the office of director by virtue of any SEBI order or any other authority.

A detailed profile of the Independent Directors seeking re-appointment along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice convening the 34^th Annual General Meeting of the Company.

Approval of the Members is sought for re-appointment of aforesaid Director at the forthcoming AGM.

D. Resignation of Independent Director between the period from the closure of the Financial Year till the date of this report:

After the closure of the financial year ended March 31,2023, till the date of this report, the following changes took place in Independent Directors of the Company:

> Mr. Samir Chandrakant Patel (DIN: 00086774) stepped down from his role as an independent director at the Company, with effect from May 13, 2023, due to personal reasons and other business commitments.

> Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of independent director of the company with effect from of June 26, 2023, due to many other engagements and occupations.

The Board placed on record their appreciation for the assistance and guidance provided by them during their tenure as Independent Director of the Company.

E. Declaration by Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors'' have submitted separate declaration that each of them meets the criteria of independence as laid down in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations and are not disqualified from continuing as Independent Directors of the Company. Further, during the financial year ended March 31, 2023, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

F. Compliance with the Code of Conduct:

Pursuant to the requirements of Regulation 26(3) of the Listing Regulations, all members of the Board of Directors, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the code of conduct for Board of Directors, Key Managerial Personnel and senior management Personnel for the financial year ended March 31, 2023.

G. Familiarisation programme for Independent Directors:

The familiarisation programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The policy and details of familiarisation programme is available on the website of the Company at https://cscpl.com/investors-relations/familiarization-programme/.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31, 2023, 7 (Seven) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 and rules made there under, applicable Secretarial Standards and regulation 17 of the Listing Regulations. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

COMMITTEES OF BOARD:

The Company has duly constituted the following Committees in terms of the provisions of the Companies Act, 2013 read with relevant rules framed there under & Listing Regulations:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The composition of all such Committees, brief terms of reference, number of meetings held, their dates and attendance during the financial year ended March 31, 2023, and other details have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

As of March 31, 2023, the Company''s Audit Committee comprised of Mr. Bharat Chunilal Shah as the Chairperson and Ms. Neelu Atulkumar Shah, Mr. Samir Chandrakant Patel and Mr. Kamalkumar Rajendra Aggarwal as members of the Committee. Thereafter, Mr. Samir Chandrakant Patel (DIN: 00086774) resigned from the position of independent director and as member of Audit Committee of the company with effect from May 13, 2023.

B. Stakeholders Relationship Committee:

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Board has duly constituted a "Stakeholders Relationship Committee" to consider and resolve the grievances of security holders of the company.

C. Nomination and Remuneration Committee:

The Company, pursuant to Section 178(1) of the Companies Act, 2013 and regulation 19 of Listing Regulations, has constituted the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee has formulated a policy defining the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees known as Nomination and Remuneration Policy (NRC Policy). The NRC Policy is available on the Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy.

2. Defining role of the Committee.

3. Laying down the qualifications and criteria to appoint a Director.

4. Identification of criteria of independence for Independent Director.

5. Identifying the entitlement to non-executive Directors.

6. Framing structure of remuneration to the Executive Directors and Key Managerial Personnel and other employees.

D. Corporate Social Responsibility (CSR) Committee:

The Company has constituted as Corporate Social Responsibility Committee in terms of Section 135 of the Companies Act, 2013 and the rules made thereunder.

As of March 31, 2023, The Corporate Social Responsibility (CSR) Committee of the Company comprised of three members, Mr. Navdeep Naresh Goyal as the Chairperson and Mr. Bharat Chunilal Shah and Mr. Pradeep Vishambhar Agrawal as members of the Committee. Thereafter Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of independent director of the Company and as a member of CSR Committee with effect from of June 26, 2023.

Subsequently, owing to the resignation of Mr. Pradeep Agarwal as Independent Director and resulting a vacancy of member in the CSR committee, The Board of Director at its meeting held on August 11, 2023, reconstituted the CSR Committee by appointing Mr. Rajveer Kamal Aggarwal, Wholetime director of the Company, as member of the CSR Committee.

The Company has adopted the Corporate Social Responsibility Policy as recommended by CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

In accordance with the provisions of Section 135(5) of Companies Act, 2013, the Company has spent INR 67.13 lacs towards various CSR programs during the financial year ended March 31, 2023. Further, the unspent CSR amount of Rs. 77.02 Lacs shall be transferred by the Company to a fund specified in Schedule VII, within a period of six months of the expiry of the financial year i.e. on or before September 30, 2023.

A detailed Annual Report on CSR activities for the financial year 2022-23, prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - I to this report.

E. Risk Management Committee:

The Risk Management Committee (RMC) of the Company is constituted in line with the provisions of Regulation 21 of the Listing Regulations of the Listing Regulations.

As of March 31, 2023, The Risk Management Committee of the Company comprised of three members, Mr. Samir Chandrakant Patel as the Chairperson and Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit as members of the Committee. Thereafter Mr. Samir Chandrakant Patel (DIN: 00086774) resigned from the position of independent director of the Company and as a member of RMC with effect from May 13, 2023.

Subsequently, owing to the resignation of Mr. Samir Patel as Independent Director and resulting a vacancy of member and Chairperson in the RMC, The Board of Director at its meeting held on August 11, 2023, reconstituted the RMC by appointing Ms. Neelu Atulkumar Shah, Independent Director, as a member of the committee and designated Mr. Rajesh Chimanlal Gandhi as Chairperson of the committee.

The Board of Directors periodically evaluates the processes for Risk Identification and Risk Mitigation. The management of the Company has duly adopted the Risk Management Policy to articulate the Company''s approach and expectations in relation to the management of risk across the organisation. The Risk Management Policy is available on Company''s website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

There are no specific risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which are inherent in business and type of industry in which the

Company operates are elaborately described in the Management Discussion and Analysis forming part of the Annual Report.

VIGIL MECHANISM:

As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of the Listing Regulations, the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the employees to report their grievances / concerns about instances of unethical behaviour, actual or suspected fraud or violation of Company''s Code of Conduct.

The Policy provides for adequate safeguards against victimisation of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy is available on the Company''s website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors have carried out annual performance evaluation of the Board as a whole, Board Committees, Individual Directors and Independent Directors on the basis of criteria laid down in Performance Evaluation Policy of the Company.

The performance of Independent Directors, Non-executive Directors, Executive Directors, Whole-time Directors, Managing Directors and Chairperson was evaluated by all the members of the Nomination and Remuneration Committee (other than the member evaluating) on the basis of criteria laid down in Performance Evaluation Policy.

As required under Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The performance evaluation made by Nomination and Remuneration Committee and Independent Directors at their meeting was noted by the Board.

AUDITORS:Statutory Auditor:

M/s. K C Mehta & Co LLP (Chartered Accountants) have been appointed as statutory auditor of the Company by the member at their 30^th Annual General Meeting (AGM) held on June 14, 2019, to hold office for the period of 5 years till the conclusion of 35^th AGM of the Company.

M/s. K C Mehta & Co LLP, Statutory Auditors, have not made any modified opinion, qualifications, reservations, adverse remarks or disclaimers in their report for the financial year ended March 31, 2023. Accordingly, the board is not required to provide any explanation or comments in terms of Section 134(3)(f)(i) of the Companies Act, 2013.

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12)

Cost Auditor:

Based on the recommendation made by the Audit Committee, the Board of Directors of the Company has appointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm Registration No. 101341) as the Cost Auditor of the Company for the financial year 2023-24. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders at the ensuing AGM and accordingly, a resolution seeking ratification has been included in the Notice convening the 34^th AGM.

The Cost Audit report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark and has been furnished to the Central Government within the prescribed time limits.

The Company has made and maintained necessary cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), and as recommended by the Audit Committee, M/s. Rathod & Co, Practicing Company Secretaries, were appointed as Secretarial Auditor by the Board for conducting the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit report for the financial year 2022-23 as provided by M/s. Rathod & Co, Practicing Company Secretaries, is appended as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

In accordance with the SEBI Circular dated 8 February 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. Rathod & Co, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2022-23. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year.

M/s. Rathod & Co, Practising Company Secretaries, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance which forms part of the Annual Report.

Internal Auditor:

The Internal Auditor of the Company is appointed by the Board on yearly basis, on the recommendation of the Audit Committee. The findings of internal audit are reported by the Internal Auditor to the Audit Committee on a periodic basis.

M/s. M Sahu & Co., Chartered Accountants, (FRN: 130001W), are appointed as the Internal Auditors of

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement required under Rule 5(2) of the said rules is appended as Annexure III.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards had been followed and there is no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2023, and of the profit and loss of the company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure IV.

CORPORATE GOVERNANCE:

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by the Company is included in the Annual Report.

A Certificate from M/s. Rathod & Co, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is appended as Annexure V.

ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act, 2013, the draft of the Annual Return, referred to in sub-section (3) of section 92, for the financial year ended March 31, 2023, is placed on the Company''s website and can be accessed at https://cscpl.com/investors-relations/shareholder-information/general-meeting/34th-agm/.

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements are commensurate with the size and nature of business of the Company.

This internal financial control system of the Company is being checked by the Internal Auditors. The system helps in improving operational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any. No material observations have been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls.

During the financial year 2022-23, the Company has tested its controls and the same are effectively working. Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, is provided by the Statutory Auditor of the Company and forms part of the Independent Auditors'' Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee to consider and resolve all complaints relating to sexual harassment to its women employees at workplace. The Company has taken various initiatives to ensure a safe and healthy workplace for its women employees.

The Company has also adopted a policy for prevention of Sexual Harassment of Women at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints of sexual harassment were received by the Company during the financial year 2022-23.

CREDIT RATING:

As at the financial year ended March 31, 2023, the Company had a Long-Term Rating of CRISIL BBB /Stable. The Credit Rating Letter is also available on the website of the Company at, https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/credit-ratings/.

The Company has also submitted the disclosure in respect of the above to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited as required under Regulation 30 of the Lising Regulations.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into by the Company with the Related Parties, during the financial year 2022-23, were on an arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

All Related Party Transactions are appropriately approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the name of the Related Party, nature and value of the transactions.

During the year under review, there were no material contracts or arrangement or transactions entered into by the Company with related parties hence, there were no transactions with Related Parties during the year which are required to be reported in Form AOC-2.

Disclosure of all the transactions entered by the Company with related parties are set out in Note No. 35 of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has adopted a Policy on Related Party Transactions which is available on the website of the Company at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

During the financial year 2021-22, the Company''s manufacturing operations were closed from an interim period of around 1.5 months, pursuant to the issuance of notice by Gujarat Pollution Control Board (GPCB) directing closure of operations of manufacturing plants situated at Manjusar, Vadodara under Environmental (Protection) Act, 1986, for the violations of the Hazardous & Other Waste (Management & Transboundary Movement) Rules, 2016. Subsequently, upon application for revocation made by the Company, GPCB vide its revocation order dated October 22, 2021, granted temporary revocation of closure directions issued to the Company for three months.

Further, upon various representations made by the Company, GPCB has given permanent revocation of closure order on May 19, 2022.

DEPOSITS:

No public deposits have been accepted or renewed by the Company during the financial year 2022-23 pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 or the details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2022-23, the Company has not given any loan, has not provided any guarantee or security for any loan nor has made any investments under the provisions of Section 186 of the Companies Act, 2013.

ISO CERTIFICATE:

The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification.

INDUSTRIAL RELATIONS:

Industrial relations at all divisions of the Company have always been cordial and continue to be so. The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees. The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight.

INSURANCE:

The Company has obtained public liability insurance in compliance with the requirements under the Public Liability Insurance Act, 1991, as amended, as well as industrial all risk insurance (including material damage and business interruption insurance) with respect to our manufacturing facility, covering inter alia buildings, plant and machinery, furniture and stock located therein and a marine cargo open policy with respect to our key products and raw materials. The Company has also obtained standard fire and special perils policies with respect to our corporate office, marketing office at Hyderabad, leased warehouses and solar plant. The Company has obtained a money insurance policy covering our corporate office and manufacturing facility at Vadodara. Further, the Company has also undertaken Directors and Officers insurance (''D and O insurance'') as per Regulation 25(10) of the Listing Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The details pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure VI.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year 2022-23, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred after the closure of financial year ended March 31,2023, and the date of this report.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable.

c. 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;

d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable.

e. The Company has not made any application and there are no pending proceedings under the Insolvency and Bankruptcy Code, 2016.

f. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2022-23.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels, which was instrumental in sustained performance of the Company. The Directors would also like to express their appreciation for the assistance and cooperation of Central and State Government authorities, bankers, customers, suppliers and business associates. The Directors acknowledge with gratitude, the encouragement and support extended by the Company''s valued stakeholders.

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Mar 31, 2022

The directors have pleasure in presenting the 33^rd Annual Report on the business and operations of Chemcon Speciality Chemicals Limited (“the Company”) together with the audited financial statements for the financial year ended March 31,2022.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31,2022, is summarised below:

(INR in Lacs)
PARTICULARS		Year ended March 31, 2022		Year ended March 31,2021
Revenue from Operations		25,711.11		24,348.72
Other Income		922.37		463.53
Total Income		26,633.49		24,812.25
Profit before Financial Cost, Depreciation and tax		9,083.39		8,576.50
Less: Finance Costs		56.94		363.31
Less: Depreciation/ Amortisation/ Impairment		626.90		607.62
Profit before Tax		8,399.55		7,605.57
Less: Tax Expense (Current & Deferred)		2,123.89		1,965.75
Profit after tax for the year		6,275.66		5,639.82
Other Comprehensive Income/(loss)		(35.16)		(5.23)
Total Comprehensive Income for the year		6,240.50		5,634.59

The above figures are extracted from the audited financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the “Listing Regulations”).

STATE OF COMPANY’S AFFAIR:

For the financial year ended March 31, 2022, the Company has achieved an increase in revenue from operations by 5.60%. The profit before tax as at the financial year ended March 31,202,2 is INR 8399.55 lacs as compared to INR 7,605.57 lacs at the end of previous financial year, recording an increase of

profit before tax by INR 793.98 lacs mostly influenced by increase in total income and reduction of finance cost. The profit after tax as at the financial year ended March 31, 2022, is INR 6,275.66 lacs which is improved by INR 635.84 lacs as compared to previous financial year. The earnings per share increased by 3.94% from INR 16.48 per share to INR 17.13 per share.

The Company have successfully commenced commercial production in plant P8 and have added a capacity of producing 2400 MTPA of TMCS and 1200 MTPA of CMIC. This expansion of production capacity will result in reduction of imports of TMCS and increase in production of HMDS. In September 2021, the Company received a communication from Gujarat Pollution Control Board (GPCB) directing to close the operations at Company’s manufacturing plant. Further, In October 2021, GPCB granted temporary revocation of 3 months to the closure order. GPCB issued order for permanent revocation for the closure order in May 2022 and the subject matter was satisfactorily resolved.

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2021-22 and the date of this report and there has been no change in the nature of business or the business line of the Company.

The detailed discussion of the Company’s performance is provided under the heading Management Discussion and Analysis in the Annual Report.

DIVIDEND:

The directors have thought fit to plough back the profit in operations for providing long-term working capital and hence, opted not to declare any dividend for the financial year ended March 31,2022. Further, the Company is not required to transfer any amount to the Investor Education and Protection Fund (IEPF).

TRANSFER TO RESERVE:

No amount has been transferred to any reserve during the financial year 2021-22.

SHARE CAPITAL:

Authorised Share Capital of the Company is INR

50.00. 00.000/- (INR Fifty Crores Only) divided in to

5.00. 00.000 (Five Crores) Equity Shares of INR 10/-(INR Ten only) each.

Issued, Subscribed and Paid-up Share Capital of

the Company is INR 36,63,07,010/- (INR Thirty Six Crores Sixty Three Lacs Seven Thousand and Ten only) divided into 3,66,30,701 (Three Crores Sixty Six Lacs Thirty Thousand Seven Hundred and One) Equity Shares of INR 10/- (INR Ten Only) each.

During the financial year ended March 31,2022, the Company has not bought back any of its securities, has not issued any Sweat Equity Shares or Bonus Shares and has not provided any Stock Option Scheme to the employees.

Further, the Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year ended March 31, 2022.

UTILISATION OF IPO PROCEEDS:

The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on October 01, 2020. The IPO proceeds were utilised as per the objects stated in the prospectus of the Company and pursuant to Regulation 32 of the Listing Regulations there was no deviation/variation in utilisation of funds raised in respect of the Initial Public Offering of the Company. The Company has appointed HDFC Bank Limited as Monitoring Agency in terms of regulation 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring reports from the Monitoring Agency from time to time.

The Company has submitted the statement(s) and report as required under Regulation 32 of the Listing Regulations to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited on timely basis.

A certificate has been obtained from the Statutory Auditors of the Company confirming the utilisation of the IPO proceeds as per the objects stated in the prospectus of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The board of directors of the Company comprises of a combination of executive and non-executive directors with one woman director and 50% of the board of directors comprises of non-executive directors.

During the financial year ended March 31,2022, Mr. Devendra Rajkumar Mangla (DIN: 08421613) has resigned from the Board of the Company as Independent Director with effect from February 17, 2022 due to personal reasons and other business commitments.

The Board placed on record their appreciation for the assistance and guidance provided by Mr. Devendra Rajkumar Mangla during his tenure as Independent Director of the Company.

Appointment of Independent Director:

Mr. Pradeep Vishambhar Agrawal (DIN: 00048699), was appointed as an Additional Director (NonExecutive & Independent) on the Board of the Company with effect from April 28, 2022 to hold office up to the date of the ensuing annual general meeting. Mr. Pradeep Vishambhar Agrawal is a qualified Chartered Accountant and Company Secretary. He is a Managing Director in a pharmaceutical company and is in the Board of various other companies. He is also an Independent Director of Bharat Petroleum Corporation Limited. He is also engaged in social activities and is a Director of two Section 8 (not for profit) companies. He also acts as a Trustee of the various Trusts. The Board seeks the approval of members at the ensuing annual general meeting under regulation 17(1C) of Listing Regulations.

Further, Mr. Pradeep Vishambhar Agrawal is appointed as an Independent Director to hold office for a term of 5 years commencing on April 28, 2022, subject to the approval of members and who shall not be liable to retire by rotation. In the opinion of the Board, he is a person of integrity and possesses expertise in the fields of Finance, Business and Administration, which brings a value addition in the Board of the Company. Also, he possesses relevant proficiency, and his vast experience will be beneficial to the Company.

Members’ approval for his appointment as an Independent Director, under Sections 149 and 152 of the Companies Act, 2013 and under Listing Regulations has been sought in the Notice convening the 33rd Annual General Meeting of the Company.

Re-appointment of Managing Directors and Whole-time Directors:

On recommendation of the Nomination Remuneration Committee, the Board of Directors at their meeting held on April 28, 2022, have reappointed and fixed the remuneration of below mentioned directors with effect from May 1,2022, for a period of 3 years, subject to approval of members at the ensuing Annual General Meeting:

• Mr. Kamalkumar Rajendra Aggarwal (DIN: 00139199) as a Managing Director

• Mr. Navdeep Naresh Goyal (DIN: 02604876) as a Deputy Managing Director

• Mr. Rajesh Chimanlal Gandhi (DIN: 03296784) as a Whole-time Director

• Mr. Rajveer Kamal Aggarwal (DIN: 07883896) as a Whole-time Director

• Mr. Himanshu Prafulchandra Purohit (DIN: 03296807) as a Whole-time Director

Members’ approval on the terms and conditions of such re-appointment and remuneration payable, as required under section 196, 197, Schedule V and other applicable provisions of the Companies Act, 2013 and rules made thereunder and under Listing Regulations has been sought in the Notice convening the 33rd Annual General Meeting of the Company.

Retirement by Rotation:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year. Mr. Rajesh Chimanlal Gandhi (DIN: 03296784) will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer himself for re-appointment. A detailed profile of Mr. Mr. Rajesh Chimanlal Gandhi along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 33rd Annual General Meeting of the Company.

The Board recommends his re-appointment for members approval.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors’ have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. Further, during the financial year ended March 31, 2022, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

Annual Compliance Affirmation:

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct for Board of Directors and senior management personnel.

Meetings of the Board of Directors:

During the financial year ended March 31, 2022, 6 (Six) Meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, applicable Secretarial Standards and regulation 17 of the Listing Regulations. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company.

COMMITTEES OF BOARD:

The Company has duly constituted the following Committees in terms of the provisions of the Companies Act, 2013 read with relevant rules framed thereunder & Listing Regulations:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The composition of all such Committees, brief terms of reference, number of meetings held, their dates and attendance during the financial year ended March 31, 2022, and other details have been provided in the Corporate Governance Report which forms part of the Annual Report of the Company. There has been no instance during the year where the recommendations of the Committees were not accepted by the Board.

Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Company’s Audit Committee comprises Mr. Bharat Chunilal Shah as the Chairperson and Ms. Neelu Atulkumar Shah, Mr. Samir Chandrakant Patel and Mr. Kamalkumar Rajendra Aggarwal as members of the Committee.

Stakeholders Relationship Committee:

In compliance with the provisions of section 178(5) of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Board has constituted a “Stakeholders Relationship Committee” to consider and resolve the grievances of security holders of the company.

Nomination and Remuneration Committee:

The Company, pursuant to Section 178(1) of the Companies Act, 2013 and regulation 19 of Listing Regulations, has constituted the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee has formulated a policy defining the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees known as Nomination and Remuneration Policy (NRC Policy). The NRC Policy is available on the Company’s website at

https://www.cscpl.com/policies.php.

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy

2. Defining role of the Committee

3. Laying down the qualifications and criteria to appoint a Director

4. Identification of criteria of independence for Independent Director

5. Identifying the entitlement to non-executive Directors

6. Framing structure of remuneration to the Executive Directors and Key Managerial Personnel and other employees.

Corporate Social Responsibility (CSR) Committee:

The Company had constituted a Corporate Social Responsibility Committee consisting of three members, Mr. Navdeep Naresh Goyal as the Chairperson and Mr. Bharat Chunilal Shah and Mr. Devendra Rajkumar Mangla as members of the Committee. Mr. Devendra Rajkumar Mangla resigned from the Board of the Company and from CSR Committee with effect from February 17, 2022. The Board of Directors at their meeting held on April 28, 2022, appointed Mr. Pradeep Vishambhar Agrawal as an Additional Director (Non-Executive & Independent). Accordingly, the CSR Committee was reconstituted and Mr. Pradeep Vishambhar Agrawal was appointed as a member of the CSR Committee.

The Company has adopted the Corporate Social Responsibility Policy as recommended by CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on Company’s website at https://www.cscpl.com/policies.php.

During the financial year ended March 31,2022, the Company has spent INR 113.59 lacs towards various CSR programs and in addition to this, the Company has transferred INR 24.39 lacs to the Unspent Corporate Social Responsibility Account pursuant to the ongoing project aggregating the total spent towards CSR obligation to INR 137.98 lacs. Further, the amount transferred to unspent CSR Account was completely spent towards the ongoing project and the said project stands completed as on date of this report.

The initiatives undertaken by the Company during the financial year ended March 31, 2022 in CSR activities have been detailed in Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and is appended as Annexure - I.

Risk Management Committee:

The provisions of Regulation 21 of the Listing Regulations were made applicable to the Company by SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, on May 05, 2021. Accordingly, the board of directors at their meeting held on May 31,2021 has constituted a Risk Management Committee which is responsible for management of risk, avoid exposure to significant financial loss and achieve risk management objectives as specified under Risk Management Policy. The Risk management committee comprises of three members, Mr. Samir Chandrakant Patel, Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit.

The Board of Directors periodically evaluates the processes for Risk Identification and Risk Mitigation. The Company has a system for Risk Management to define, assess and track business threats and obstacles throughout the Company. The management of the Company has duly adopted the Risk Management Policy to articulate the Company’s approach and expectations in relation to the management of risk across the organisation. The Risk Management Policy is available on Company’s website at https://www.cscpl.com/policies.php.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which are inherent in business and type of industry in which the Company operates are elaborately described in the Management Discussion and Analysis forming part of the Annual Report.

VIGIL MECHANISM:

As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of Listing Regulations, the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the employees to report their grievances / concerns about instances of unethical behaviour, actual or suspected fraud or violation of Company’s Code of Conduct.

The Policy provides for adequate safeguards against victimisation of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. The Whistle Blower policy is available on the Company’s website at https://www.cscpl.com/policies.php.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors have carried out annual performance evaluation of the Board as a whole, Board Committees, Individual Directors and Independent Directors on the basis of criteria laid down in Performance Evaluation Policy of the Company.

The performance of Independent Directors, Nonexecutive Directors, Executive Directors, Wholetime Directors, Managing Directors and Chairperson was evaluated by all the members of the Nomination and Remuneration Committee (other than the member evaluating) on the basis of criteria laid down in Performance Evaluation Policy.

As required under Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

The performance evaluation made by Nomination and Remuneration Committee and Independent Directors at their meeting was noted by the Board.

AUDITORS:Statutory Auditor:

M/s. K. C. Mehta & Co., Chartered Accountants have been appointed as statutory auditor of the Company by the member at their 30th Annual General Meeting (AGM) held on 14th June 2019 to hold office for the period of 5 years till the conclusion of 35th AGM of the Company.

M/s. K. C. Mehta & Co., Statutory Auditors, have not made any modified opinion, qualifications, reservations, adverse remarks or disclaimers in their report for the financial year ended March 31, 2022. Accordingly, the board is not required to provide any explanation or comments in terms of Section 134(3)(f)(i) of the Companies Act, 2013.

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013 for the financial year ended March 31,2022.

Cost Auditor:

Based on the recommendation made by the Audit Committee, the Board of Directors of the Company has appointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm Registration No. 101341) as the Cost Auditor of the Company for the financial year 2022-23. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders at the ensuing AGM and accordingly, a resolution seeking ratification has been included in the Notice convening the AGM.

The Cost Audit report for the financial year ended March 31, 2021 does not contain any qualification, reservation or adverse remark and has been furnished to the Central Government within the prescribed time limits.

The Company has made and maintained necessary cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), and as recommended by the Audit Committee, M/s. Kuldeep Bengani & Associates LLP, Practicing Company Secretaries, were appointed as Secretarial Auditor by the Board for conducting the Secretarial Audit of the Company for the financial year 2021-22.

The Secretarial Audit report is appended as Annexure II and forms part of the Directors Report.

Remark in Secretarial Audit report:

“During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that the Company has undertaken the Directors and Officers insurance under Regulation 25(10) of the Listing Regulations from 06-04-2022.”

Management’s response to the remark of Secretarial Auditor:

“The Company was in process of scrutinizing and selecting optimum D and O insurance plan for the Independent Directors. However, the Company has undertaken the Directors and Officers insurance which is effective from 06-04-2022.”

Internal Auditor:

The Internal Auditor of the Company is appointed by the Board on yearly basis, on the recommendation of the Audit Committee. The findings of internal audit are reported by the Internal Auditor to the Audit Committee on a periodic basis.

M/s. Sahu & Co., Chartered Accountants, (FRN: 130001W), were appointed as the Internal Auditors of the Company to conduct the internal audit for the financial year 2022-23.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Disclosures with respect to information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement required under Rule 5(2) of the said rule is appended as Annexure III.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31,2022 and of the profit and loss of the company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report, as stipulated under Regulation 34(2)(f) of Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure IV.

CORPORATE GOVERNANCE:

As per Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, a separate section on Report on Corporate Governance practices followed by the Company is included in the Annual Report.

A Certificate from M/s. Kuldeep Bengani & Associates LLP, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is appended as Annexure V.

ANNUAL RETURN:

As required under Section 134(3)(a) of the Companies Act, 2013, the draft of the Annual Return, referred to in sub-section (3) of section 92,

for the financial year ended March 31, 2022, is placed on the Company’s website and can be accessed at https://www.cscpl.com/33rd-agm.php.

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integrated part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements are commensurate with the size and nature of business of the Company.

This internal financial control system of the Company is being checked by the Internal Auditors. The system helps in improving operational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any. No material observations have been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls.

During the financial year 2021-22, the Company has tested its controls and the same are effectively working. Statutory Auditors’ Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, is annexed with the Independent Auditors’ Report.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee to consider and resolve all complaints relating to sexual harassment to its women employees at workplace. The Company has taken various initiatives to ensure a safe and healthy workplace for its women employees.

The Company has also adopted a policy for prevention of Sexual Harassment of Women at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints of sexual harassment were received by the Company during the financial year 2021-22.

CREDIT RATING:

As at the financial year ended March 31, 2022, the Company had a Long-Term Rating of CRISIL BBB /Watch Negative (Placed on ‘Rating Watch with Negative Implications’). The Credit Rating Letter is also available on the website of the Company at, https://www.cscpl.com/other-shareholder-information.php.

The Company has also submitted the disclosure in respect of the above to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited as required under Regulation 30 of the Lising Regulations.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into by the Company with the Related Parties, during the financial year 2021-22, were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the name of the Related Party, nature and value of the transactions.

During the year under review, there were no material contracts or arrangement or transactions entered into by the Company with related parties hence, there were no transactions with Related Parties during the year which are required to be reported in Form AOC-2.

Disclosure of all the transactions entered by the Company with related parties are set out in Note No. 35 of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has adopted a Policy on Related Party Transactions which is available on the website of the Company at https://www.cscpl.com/policies.php.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

During the financial year 2021-22, the Company received a notice dated September 9, 2021 from Gujarat Pollution Control Board (GPCB) directing closure of operations of manufacturing plant situated at Manjusar, Vadodara under Environmental (Protection) Act with immediate effect for violation of the Hazardous & Other Waste (Management & Transboundary Movement) Rules, 2016. Upon application for revocation made by the Company, GPCB, vide its revocation order dated October 22, 2021, granted temporary revocation of closure directions for three months’ subject to compliance of conditions as stated in the revocation order. Subsequently, the Company made representation before GPCB for permanent revocation of the closure order and GPCB granted permanent revocation of closure order on May 19, 2022.

DEPOSITS:

No public deposits have been accepted or renewed by the Company during the financial year 2021-22 pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act, 2013 or the details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the financial year 2021-22, the Company has not given any loan, has not provided any guarantee or security for any loan nor has made any investments under the provisions of Section 186 of the Companies Act, 2013.

ISO CERTIFICATE:

The Company is holding ISO 9001: 2015 and ISO 14001:2015 certification with respect to the manufacture and supply of pharmaceutical intermediates, silanes and oilfield chemicals.

INDUSTRIAL RELATIONS:

Industrial relations at all divisions of the Company have always been cordial and continue to be so. The relationship with the workmen and staff remained cordial and harmonious during the year and the management received full cooperation from the employees. The Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of quality, productivity, efficiency and customer delight.

INSURANCE:

The Company has obtained public liability insurance in compliance with requirements under the Public Liability Insurance Act, 1991, as amended, as well as industrial all risk insurance (including material damage and business interruption insurance) with respect to our manufacturing facility, covering inter alia buildings, plant and machinery, furniture and stock located therein and a marine cargo open policy with respect to our key products and raw materials. The Company had also obtained standard fire and special perils policies with respect to our corporate office, our sales and marketing office in Mohali, a fire floater policy with respect to external leased warehouses and a money insurance policy covering our corporate office and manufacturing facility at Vadodara. Further, the Company has also undertaken Directors and Officers insurance (‘D and O insurance’).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The details pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure VI.

COMPLIANCE OF SECRETARIAL STANDARDS:

During the financial year 2021-22, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the

Central Government, in terms of Section 118(10) of the Companies Act, 2013.

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;

b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable.

c. 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;

d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section

67(3) of the Companies Act, 2013 is not applicable.

e. The Company has not made any application and there are no pending proceedings under the Insolvency and Bankruptcy Code, 2016.

f. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2021-22.

ACKNOWLEDGEMENT:

The Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. The Directors would also like to express their appreciation for the assistance and co-operation of Central and State Government authorities, bankers, customers, suppliers and business associates. The Directors acknowledge with gratitude, the encouragement and support extended by the Company’s valued stakeholders.