Directors Report of Clean Science & Technology Ltd.

Mar 31, 2025

The Directors are pleased to present their report on the
business and operations of your Company along with the
Audited Financial Statements for the Financial Year ("FY")
ended 31st March, 2025.

1. | FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	2024-25 2023-24		2024-25 2023-24
Revenue from Operations	9,223.16 7,894.39		9,666.44 7,914.85
Other Income	361.83	383.51	385.87 412.86
Total Revenue	9,584.99 8,277.90		10,052.31 8,327.71
Profit Before interest, tax, depreciation and amortisation	4352.74 3,755.98		4262.02 3733.50
Finance Cost	2.81	8.34	4.16 9.25
Depreciation and amortisation	444.43	437.83	690.55 459.26
Profit before tax (PBT)	3,905.50 3,309.81		3,567.31 3,265.00
Tax	982.48	832.93	923.26 824.74
Net Profit	2,923.02 2,476.88		2,644.05 2,440.26

2. | (A) FINANCIALS

During the 2024-25, on standalone basis revenue
from operations were '' 9,223.16 million as
against '' 7,894.39 million in 2023-24. Profit
Before Tax was '' 3905.50 million as against
'' 3,309.81 million in 2023-24. Profit after tax was
'' 2,923.02 million as against '' 2,476.88 million
in 2023-24.

During the FY 2024-25, on consolidated basis
revenue from operations were '' 9,666.44 million.
Profit Before Tax was '' 3,567.31 million and
Profit after tax was '' 2644.05 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed in
the Management Discussion and Analysis which
forms part of this Annual Report.

Shareholders are requested to refer
Annexure II (Form-AOC-1) to get the highlights
of performance of subsidiaries and their
contribution to the overall performance of the
Company during the year under review.

3. | DIVIDEND

The Board of Directors at its meeting held on
30th January, 2025 declared an interim dividend of
'' 2/- (200%) per equity share of '' 1/- each which
was paid by the Company to the members whose
names appeared in the Register of Members as on
7^th February, 2025 being the record date fixed for the
payment of interim dividend. The total cash outflow
was '' 212.53 million.

In addition, the Board of Directors at its meeting held
on 22^nd May, 2025 has recommended a final dividend
of '' 4/- (400%) per equity share of '' 1/- each for the
FY 2024-25. The final dividend is subject to the
approval of members at the ensuing Annual General
Meeting and shall be subject to tax deduction at
source.

The final dividend for the FY 2024-25 of '' 4/- would
result in cash outflow of '' 425.07 million. Total
dividend payout for FY 2024-25 would be '' 637.60
million which is equivalent to 21.81% of the PAT. We
are pleased to inform that payout ratio has increased
from 21.45% in FY 2023-24 to 21.81% in FY 2024-25.
Cash balance continues to be healthy, led by robust
cash conversion cycle, despite increased payout and
capex.

Your Company is in compliance with the Company''s
Dividend Distribution Policy.

The Dividend Distribution Policy in accordance with
Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations 2015") is attached to this report
as Annexure I and is also available on the Company''s
website on web link https://cleanscience.co.in/wp-
content/uploads/2023/02/Dividend-Distribution-
Policy.pdf

4. | CAPITAL STRUCTURE

The Authorised Share Capital of the Company as
on 31^st March, 2025 was '' 150 million divided into

150,000,000 Equity Shares of '' 1/- (Rupee One)
each. During the year, your Company allotted 15,255
Equity Shares of '' 1/- each to the Eligible Employees
under Clean Science and Technology Limited
Employee Stock Option Scheme 2021. Consequently,
the Issued, Subscribed and Paid-up Equity Share
Capital increased from '' 106.25 million divided into
106,252,004 Equity Shares of '' 1/- each to '' 106.26
million divided into 10,62,67,259 Equity Shares of
'' 1/- each.

There were no rights issue, bonus issue or preferential
issue etc. during the year under review. Also, the
Company has not issued shares with differential
voting rights or sweat equity shares.

5. | EMPLOYEE STOCK OPTION SCHEME 2021

Clean Science and Technology Limited values its
employee and believes that employees play vital role
in growth. The Company considers its employees
as one of the important stakeholders. To reward the
employees for their performance and to motivate
them to contribute to the growth and profitability,
the Company implemented the Clean Science and
Technology Limited Employee Stock Option Scheme
2021 (CSTL ESOS 2021).

In terms of Regulation 14 read with Part F of Schedule
- I of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, the details of CSTL ESOS
2021 are provided as Annexure VII which forms part
of this report.

A certificate from the Secretarial Auditors of the
Company that the Scheme had been implemented in
accordance with SEBI Regulations, shall be placed at
the ensuing Annual General Meeting and be available
for inspection of the members. A copy of the same
will be available for inspection at the Company''s
Registered Office.

6. | SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries
at the end of the financial year namely Clean Fino-
Chem Limited, Clean Science Private Limited, Clean
Organics Private Limited and Clean Aromatics Private
Limited.

Investment in Clean Fino-Chem Limited

During the year, the Company made additional
equity investment of '' 2,149 million in Clean Fino-
Chem Limited (CFCL) to fund its capex plans. CFCL

completed the civil construction of factory building,
R&D facility, other utility buildings along with
installation of plant and machineries at the ~ 34 acre
MIDC plot located in MIDC, Kurkumbh, Taluka Daund,
Pune.

CFCL achieved several key milestones that reflect
its strategic growth and operational expansion. The
Company successfully commercialised its BHT and
DHDT plant in December 2024, marking significant
additions to its specialty chemicals portfolio.
Further, strengthening its commitment to growth,
CFCL conducted the Bhoomi Poojan for a new
chemical plant under the Performance segment on
31st January 2025, signaling the commencement of
a major expansion initiative. Additionally, the HALS
and DHDT blocks became fully operational during
the year and collectively generated approximately
'' 45 crores in revenue, highlighting a strong first full
year of operations by wholly owned subsidiary of the
Company.

Mr. Parth Maheshwari, Whole-Time Director of the
Company, was appointed as an Additional Director in
CFCL w.e.f. 1st August, 2024. He was subsequently
regularised as a Director on 30th August, 2024.

In compliance with Regulation 24 of the SEBI Listing
Regulations, 2015, Mr. Keval Doshi, Independent
Director of the Company, who was appointed as an
Additional Director in CFCL with effect from 8th
November, 2023, was regularised as a Director on
29th July, 2024.

In accordance with Section 203 of the Companies
Act, 2013, every company having a paid-up share
capital of '' 10 crores or more is required to appoint
whole-time Key Managerial Personnel (KMP),
including a Company Secretary and a Chief Financial
Officer. During the period under review, the paid-
up share capital of the Company exceeded ''10
crores. Accordingly, the Company appointed Mr.
Krishnakumar S. Saboo as Chief Executive Officer, Mr.
Sanjay Parnerkar as Chief Financial Officer, and Ms.
Ruchita Vij as Company Secretary. All three individuals
have been designated as Key Managerial Personnel
with effect from 1st August 2024, in compliance with
the statutory requirements.

In compliance with Regulation 24A of the SEBI Listing
Regulations, 2015, Secretarial Audit Report of Clean
Fino-Chem Limited is annexed as Annexure X to this
report.

7. | RESERVES

The Directors do not propose to transfer any amount
to the Free Reserves.

8. | DEPOSITS

During the year under review your Company has not
accepted any deposits from the public pursuant to
Section 73 and Section 76 of the Companies Act, 2013
read with The Companies (Acceptance of Deposits)
Rules 2014.

9. | DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013, the Directors of the Company, to the best of
their knowledge and belief state that:

i) in the preparation of the annual accounts for the
period ended 31st March, 2025, the applicable
accounting standards have been followed
with proper explanation relating to material
departures;

ii) 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 as at 31st March, 2025
and of the profit and loss of the Company for the
year ended on that date;

iii) 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;

iv) they have prepared the annual accounts on a
going concern basis;

v) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively for the period ended 31^stMarch 2025;

vi) the Directors, had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate
and operating effectively for the period ended
31st March 2025.

10. | CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate
section titled ''Report on Corporate Governance'' and
Shareholders'' Information has been included in this
Annual Report.

A Certificate from Secretarial Auditor of the Company
regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of SEBI
Listing Regulation 2015 is annexed to the Report on
Corporate Governance.

11. | MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report
containing details relating to Industry Trends,
Company Performance, Business and Operations
forms part of this Annual Report.

12. I BUSINESSRESPONSIBILITYANDSUSTAINABILITY

REPORT

In terms of Regulation 34(2) of the SEBI Listing
Regulations, 2015, a Business Responsibility and
Sustainability Report (BRSR) for the FY 2024-25
forms part of this Annual Report.

13. | INSURANCE

The properties, insurable assets of the Company such
as buildings, plants, machineries and stocks among
others are adequately insured.

14. | CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review there was no
change in the nature of Company''s business.

15. I MATERIALCHANGESANDCOMMITMENTS,IFANY,

AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Apart from additional equity investment of '' 500
million in Clean Fino-Chem Limited on 22nd April 2025,
there were no material changes and commitments,
occurred from the end of the financial year till the date
of this report, which may materially affect the financial
position of the Company.

16. I CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and other details stipulated under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, is
attached to this report as Annexure III.

17. | SAFETY, HEALTH AND ENVIRONMENT

Your Company has in place Responsible Care Policy
and is committed to excellence and continued
improvements in Environment, Health, Safety and
Security (EHSS) performance at all manufacturing
units.

Safety

The Company encourages a high level of Safety,
awareness amongst the employees and strive for
continual improvement. Employees are trained in safe
practices to be followed at the workplace. Following
steps were taken by the Company for Safe work
environment:

â¢ As a new initiative Behavior Based Safety
(BBS) training had been imparted to almost all
employees at the manufacturing locations.

â¢ The manufacturing units were equipped with
self-contained breathing apparatus (SCABA),
gas leak detectors, foam and water sprinkler
system and other protective devices.

â¢ Review meetings conducted monthly by the
safety department for the root-cause-analysis
(RCA) of incidents occurred and to design
corrective-and-preventive-actions (CAPA).

â¢ Hazardous chemicals like Phenol, DCC were
handled wearing pressure suite as per the
government rules.

â¢ Strict compliance is ensured with PESO
guidelines (for inflammable solvent) and NDPS
Act (Acetic anhydride).

â¢ Certifications awarded such as ISO 9001, ISO
14001, ISO45001, US FDA (Bioterrorism), FSSC
22000 EU Reach, Responsible Care.

â¢ Protective gears provided to all employees for
safe material handling. Plant level training and
development programs are organised regularly.

â¢ Annual Day Celebration includes safety plays,
skits to create awareness amongst employees.

During the year Company conducted 18,470 hours of
training in following departments: -

a) Safety & Environment: 1,562

b) Production: 12,136

c) Engineers and Project Engineers: 3,008

d) QC R&D: 1,049

e) Admin, Purchase, Store, IT: 715

Health

Health of employees is the topmost priority of
the Company. New employees at factory undergo
pre-employment medical checkup also training
programmes, periodic health checkup of employees
is done. Regular work area monitoring to check
concentration of chemicals, noise level, and quality of
ambient air is carried out based on National Ambient
Air Quality Standard. The manufacturing units are
equipped with Occupation Health Centre with qualified
doctor, nursing staff, ambulance facility for employees
to reach out for medical support. The Company has tie
ups with local hospitals for required medical support.
The Company has a team of employees trained in first
aid facility who use their acquired skills for emergency
medical treatment while on duty. The employees are
also covered with adequate health and accident
Insurance.

Environment

Environment protection is the utmost priority for our
organisation. The Company believes that the facilities
possess adequate effluent treatment processes
and minimise any contamination of the surrounding
environment or pollution. The Company encourages
and promotes 3R Process-Reduce, Recycle, Reuse at
all levels in the organisation.

â¢ Significant Achievements in Sustainability:

The Company focuses to reduce the disposal
of water, emissions and hazardous substances
into the environment and had implemented
several sustainability initiatives that have
helped to minimise the environmental impacts
of operations. Total energy consumption, GHG
emission and water consumption in 2024-25
was 37.40 GJ/MT, 3.39 MT CO₂/MT and 10.65
m3/MT of production respectively.

â¢ Reducing fresh water consumption: The

Company had built a robust rain water harvesting
system to direct rain water to the underground
water storage tank, filter and recycle it for
internal consumption. The Company has been
continuously working on reducing process
heat utilisation which would minimising
water evaporation losses and reduce water
consumption. About 103940 MT steam was
generated in FY 2024-25 which was almost 27%
of total steam consumption.

â¢ Responsible Care Certificate: During the year
the Company renewed the Responsible Care
Certification from Indian Chemical Council for
further period of three years.

â¢ Tree Plantation: Under the CSR initiative, the
Company planted 15,000 trees to develop a
Total Area admeasuring 10 Hectare situated at
situated Village - Girim Taluka Daund District
Pune belonging to Forest Department.

18. I CONTRACTSORARRANGEMENTSWITHRELATED
PARTIES

All transactions entered into with related parties
during the financial year were in ordinary course
of business and at arm''s length basis, which were
approved by the Audit Committee. In compliance
with Regulation 23(2) of the SEBI Listing Regulations,
2015 Audit Committee of the Company approved
the Related Party Transaction entered into by the
Subsidiary Company(ies).

The Board has approved a policy for related party
transactions which is available on the Company''s
website at https://cleanscience.co.in/wp-content/
uploads/2025/04/Policy-on-Related-Party-
Transactions-Amended-30012025.pdf

The particulars of contracts or arrangements made
with related parties is covered in Notes to the
Financial Statements. There are no material contracts
/ arrangements made with related parties as required
under Section 134(3)(h) of the Companies Act, 2013
as given in Form AOC-2 which is attached as Annexure

IV to this report. None of the transactions with any of
the related parties were in conflict with the interest of
the Company.

The particulars of loans/advances/investments etc.,
required to be disclosed pursuant to Para A of Schedule

V of the SEBI Listing Regulations, 2015, are furnished
as a part of the Financial Statements.

The transaction(s) of the Company with any person
or entity belonging to the promoter/promoter group
which hold(s) more than 10% shareholding in the
Company as required pursuant to Para A of Schedule
V of the SEBI Listing Regulations, 2015 is disclosed
separately in the Financial Statements of the
Company.

19. | BOARD AND ITS COMMITTEES

During the FY 2024-25, 4(Four) Board Meetings were
held. For the details of composition and meetings
of the Board and its Committees, please refer the
Corporate Governance Report forming part of this
annual report.

20. | CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") activities
of the Company are governed by the Corporate
Social Responsibility Policy approved by the Board.
We strongly believe that, CSR and sustainability
are interdependent. We endeavor to shape a better
tomorrow and strive continuously to contribute
to the social and economical development of the
communities we operate within.

The Company recognises the social accountability and
aim to shape a sustainable future for our generations
to come so that the society as a whole is developed
and uplifted from our initiatives.

During the year the Company spent '' 69.65 million
as CSR Expenditure. The Company carried out CSR
activities in the following areas:-

a) Promoting Health Care,

b) Promoting Education,

c) Environment sustainability,

d) Livelihood enhancement projects.

e) Conservation of Water

f) Ensuring animal welfare

In terms of Section 135 read with Schedule VII of the
Companies Act, 2013, and Rules made thereunder the
details of CSR activities undertaken by the Company
are attached to this report as Annexure V. The CSR
Policy of the Company is in terms of Companies
(Corporate Social Responsibility) Rules, 2014 and
is available on the Company''s website at https://
cleanscience.co.in/wp-content/uploads/2023/02/
Corporate-Social-Responsibility-Policy.pdf

21. | NOMINATION AND REMUNERATION POLICY

Your Company has framed a Nomination
and Remuneration Policy to formulate the
criteria for determining qualifications, competencies,
positive attributes and independence for appointment

of a director (executive/ non-executive/ independent),
Senior Management and other employees. Nomination
and Remuneration Policy is placed on the website of
the Company https://cleanscience.co.in/wp-content/
uploads/2024/06/NRC_Policy_updated_06_2024.pdf

22. I RISK MANAGEMENT AND INTERNAL FINANCIAL
CONTROLS

Risk Management

Your Company has in place a risk management
framework and policy that provides an all-inclusive
approach to safeguard the organisation from
strategic, operational, financial, legal and compliance
risks through adequate and timely actions. The risk
management framework works at various levels
across the enterprise and is designed to identify risks,
evaluate the impact and mitigate the risks that could
affect the business. The potential risks are identified
and mitigation measures are implemented to address
the same. The Company has maintained Risk Register
on the basis of event probability and impact analysis
on the organisation. The risks are categorised on the
basis of high, medium and low impact subject to a
series of discussions with Senior Leadership Team,
Management and the Committee. For periodic review
and monitoring, risk register are placed before the
Risk Management Committee stating the actions
taken to mitigate the risks.

In terms of the of SEBI Listing Regulations, 2015, a
Risk Management Committee has been constituted
with responsibility to formulate a detailed risk
management policy, identify, monitor, mitigate and
oversee implementation of the risk management
policy, including evaluating the adequacy of risk
management and internal control systems, ensure
appropriate methodology, processes and systems are
in place, review the risks considering the changing
industry dynamics and evolving complexity and keep
the board informed about the nature and content of
its discussions, recommendations and actions to be
taken on a regular basis.

The Risk Management Committee meeting is Chaired
by Non-Executive Director and Chairman of Audit
Committee is also a member of the Committee. The
Chairman of the Committee briefs the Board about
significant discussions held in the Risk Management
Committee meeting.

The Risk Management Policy of the Company is
available on the Company''s website at https://
cleanscience.co.in/wp-content/uploads/2023/02/
Risk-Management-Policy.pdf

Internal Financial Controls

The Audit Committee deliberates with the members of the
Management, considers the systems as laid down and met
the internal auditors and statutory auditors to ascertain
their views on the internal financial control systems. The
Audit Committee satisfies itself as to the adequacy and
effectiveness of the internal financial control systems.

Internal financial controls and their adequacy are included
in the Management Discussion and Analysis, forming part
of this report.

23. I SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTSOR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

No significant material orders were passed by the
Regulators/Court which would impact the going
concern status of the Company and its future
operations.

24. | AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, and rules made thereunder,
M/s. Price Waterhouse Chartered Accountants LLP
(Firm Registration No. 012754N/ N500016) were
appointed as the Statutory Auditors of the Company
for a period of 5 (five) years as approved at the 21st
Annual General Meeting (AGM) held on 5th September,
2024 and will complete their 5 years tenure on the
conclusion of the 26th Annual General Meeting.

appointment of Statutory Auditors at the ensuing
Annual General Meeting. Pursuant to Section 139 of
the Companies Act, 2013 and Rules made thereunder,
the Statutory Auditors have confirmed they are eligible
to continue as Auditors. The notes to the Audited
Financial Statements referred to in the Auditor''s
Report are self-explanatory and hence do not call for
any further comments.

The statutory auditor''s report does not contain any
qualifications, reservations, or adverse remarks or
disclaimer and the Auditor''s Report is unmodified.

With reference to the comments made by the auditors
in their report on other legal and regulatory requirement
point no. 16 (b), Board hereby submits that, backup
of certain books of accounts was not taken due to
festival holidays as the complete system was shut
down during that period. The system is configured to
take complete backup and not incremental backup
because of which the risk of non-backup of those
days is eliminated. Further, with respect certain
books of accounts, the Company has used software
configured to take daily backups, however software
did not capture evidences/logs of these backups.
After required modifications in such software we are
now able to get evidences. With respects to auditors
comments on point 16 (h)(vi) Audit log at database
level in accounting software, we state that audit log at
data base level consumes significant space on server
resulting in slow-down of accounting software and
impacting normal business operations. The Company
is currently exploring ways to resolve this issue.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, The Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and SEBI Listing Regulations, 2015, as amended,
the Board of Directors, appointed M/s J. B. Bhave &
Co., Practising Company Secretary, Pune (Certificate
of Practice Number 3068) to undertake the Secretarial
Audit of the Company for the financial year ending
31st March, 2025. Further, in Board Meeting held on
22nd May 2025, in terms of SEBI LODR Amendments,
recommended M/s J. B. Bhave & Co., Practising
Company Secretaries, Pune for Annual Secretarial
Audit and Annual Secretarial compliance of the
Company for period of 5 years subject to approval of
the shareholders of the Company.

The Secretarial Audit Report for financial year
31st March, 2025 is annexed herewith and forms part
of this report as Annexure VI.

The report does not contain any qualification,
reservation or adverse remark.

c) Cost Auditors

In terms of Section 148 of the Companies Act, 2013
read with the Companies (Cost Record and Audit)
Rules, 2014, the Company to maintain cost accounting
records and have them audited every year.

The Board has on the recommendation of the
Audit Committee re-appointed M/s Dhananjay
V. Joshi & Associates, Cost Accountants, (Firm
Registration No. 000030) as the Cost Auditors of
the Company for conducting the cost audit for the
FY 2024-25 and they have been re-appointed as Cost
Auditors of the Company for the FY 2025-26.

The remuneration payable to the Cost Auditors is
required to be placed before the members in a general
meeting for their ratification. Accordingly, resolution
seeking members ratification for the remuneration
payable to M/s Dhananjay V. Joshi & Associates as
Cost Auditors for Financial Year 2025-26 is included
in the Notice convening Annual General Meeting.

M/s Dhananjay V. Joshi & Associates had confirmed
that their appointment is within the limits of Section
141(3)(g) of the Companies Act, 2013 and Rules made
thereunder and had certified that they are free from
any disqualifications specified under Section 141(3)
and other applicable provisions of the Companies Act,
2013.

Further, the Board hereby confirms that the
maintenance of cost records specified by the Central
Government as per Section 148(1) of the Companies
Act, 2013 and rules made thereunder has been made
and maintained.

d) Internal Auditors

In accordance with the provisions of Section 138 of the
Companies Act, 2013, M/s. CNK JBMS & Associates,
Chartered Accountants conducted Internal Audit of
the Company for the FY 2024-25. Further, pursuant
to the recommendation of Audit Committee, the
Board of Directors at their meeting held on 22nd May
2025 had re-appointed M/s CNK JBMS & Associates,
Chartered Accountants as the Internal Auditor of the
Company to conduct Internal Audit for 2024-25.

25. | REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances
of fraud, which required the Statutory Auditors, Cost
Auditors and Secretarial Auditors to report to the Audit
Committee and / or Board under Section 143(12) of
Act and Rules framed thereunder.

26. I PARTICULARS OF LOANS, GUARANTEES,

INVESTMENTS AND SECURITIES

During the year under review, Company has made
investments, the details of which are given under
Note No. 7 and 11 of the Notes to Standalone Financial
Statements of the Company for the year ended 31st
March 2025.

27. | DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies Act,
2013 and the Articles of Association of the Company
Mr. Pradeep Ramwilas Rathi (DIN- 00018577) WholeÂ¬
time Director of the Company is liable to retire by
rotation in the ensuing Annual General Meeting and
being eligible offer himself for re-appointment.

During the year, Ms. Ruchita Vij has been appointed as
the Company Secretary and Key Managerial Personnel
of the Company with effect from 1st August, 2024, in
place of Mr. Mahesh Kulkarni, who resigned from the
said position with effect from 31st July, 2024.

28. I ANNUAL EVALUATION OF BOARD OF DIRECTORS,

ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of performance of the Board, its
Committees and the Individual Directors was carried
out for 2024-25. The evaluation was carried out
using individual questionnaires covering, amongst
others, contribution to areas impacting company''s
performance, participation in Board and Committee
meetings. In addition to the above the Executive
Directors were evaluated based on annual targets,
financial and operational controls, risk management,
strategies, expansion, maintaining corporate culture,
integrity and ethics, succession planning, core
governance and compliance management.

The performance of the respective Committees was
evaluated by the Board after seeking inputs from
the Committee members on the basis of criteria
such as composition of committee, timely inputs,
open communications, meaningful participation and
resolution of issues.

The performance of the Board was evaluated after
seeking inputs from the members on proper mix of
competencies of the Board, timeliness and adequacy
of information availability to take decisions, plan of
actions, reporting systems, governance practices,
potential conflict of interest etc.

The Board and the Nomination and Remuneration
Committee reviewed the performance of the individual
Directors including Independent Directors, on the
basis of criteria such as contribution of the individual
Director to the Board and Committee meetings
and preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs
in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

The Board is of the opinion that during the year all
Directors including the Independent Directors of the
Company possess requisite qualifications, integrity,
expertise and experience (including proficiency) in
their respective fields.

29. I FAMILIARISATION PROGRAMME FOR
-¹ INDEPENDENT DIRECTORS

The members of the Board are familiarised with the
activities of the Company. The Directors are provided
with documents to enable them to have better
understanding of the Company, its various operations
and the industry in which it operates.

The Independent Directors are made aware of their
roles and responsibilities at the time of appointment
through formal letter of appointment. The Directors
interact with the management, senior leadership team
of the Company which enables them to understand the
Company''s strategy, business updates and its model,
group structure, operations, update on research and
development, product offerings, markets, organisation
structure, finance, human resources, technology,
quality, facilities, risk management strategy,
regulatory updates and governance policies. Factory
visit are organised for the Directors to enable them to
familiarise them with the manufacturing facilities and
the processes.

The details of familiarisation programme imparted to
the Independent Directors are placed on website of the
Company and web link thereto is https://cleanscience.
co.in/companypolicies-policy-for-familiarisation-
programme-for-independent-directors/

30. | DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the
Companies Act, 2013, the Independent Directors have
submitted declarations that they meet the criteria of
independence as provided under Section 149(6) of
the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015. There was no change in the
circumstances affecting their status of Independent
Directors of the Company.

The Board of Directors is of the opinion that the
Independent Directors of the Company holds highest
standards of integrity and possess requisite expertise
and experience required to fulfil their duties as
Independent Directors. The Independent Directors
have confirmed that they have registered themselves
with Independent Directors database of The Indian
Institute of Corporate Affairs (IICA) and have cleared
online proficiency test as applicable.

31. | AWARDS AND RECOGNITION

During the year the Company received the following:-

1. "Lifetime Achievement Award for the year 2024"
by the Indian Chemical Society on 28th January,
2025 honoured to Mr. Ashok Boob, Managing
Director of the Company and "Rasayan Udyog
Yuva Ratna Award" to Mr. Siddhartha Sikchi,
Executive Director of the Company.

2. The Company honoured as 2024 DET Hurun
Award for Outstanding Contribution to India''s
Manufacturing Economy.

32. | VIGIL MECHANISM / WHISTLE BLOWER POLICY

It also provides for adequate safeguards against
victimisation of persons who avails this mechanism
and allows direct access to the Chairman of Audit
Committee in exceptional cases. A quarterly report
on the whistle blower complaints received is placed
before the Audit Committee for its review. The said

policy has been posted on website of the Company
and web link thereto https://cleanscience.co.in/wp-
content/uploads/2023/02/Whistle-Blower-Policy.pdf

33. | ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on 31st March,
2025 is available on the Company''s website https://
cleanscience.co.in/investors/compliance/corporate-
governance/annual-returns/

34. | EMPLOYEES

The information required under section 197(12)
of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is provided in
Annexure VIII and IX of the Board''s Report.

35. I DISCLOSURE UNDER SEXUAL HARASSMENT
-OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention
of Sexual Harassment at workplace. This policy is in
line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees, whether
permanent, contractual, temporary and trainees are
covered under this Policy.

The Company has duly constituted internal complaint
committee as required under the provisions Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year
under review, no complaints were received by the
Committee. The Company is committed to provide
safe and conducive work environment to all its
employees and associates.

To ensure all the employees are sensitised regarding
issues of sexual harassment, the Company conducts
regular training and awareness programmes for its
employees.

36. | HUMANRESOURCESANDINDUSTRIALRELATIONS

The Company believes that its employees are the key
growth drivers towards the sustainable performance
and develop a competitive advantage. The HR policies
and procedures of your Company are geared towards
nurturing and development of Human Capital.

The Company firmly believe not just right hiring but
also on boarding new joinee as an equally important
factor. Fresh talent is hired through campus
recruitment both from local and Premier Colleges. We
ensure our new Talent is acclimatised to the new work
environment and is supported through their induction
in the respective departments which involves
technical, functional, leadership development and
culture building programme.

With an eye to promote home grown leaders we have
High Potential programs to nurture talent and prepare
them to take the next position. We also provide
accelerated growth to our High Potential employees
across various departments.

The organisation provides ample opportunities for
employees to enhance their skills by internal job
rotations as well.

As an equal opportunity employer, we promote
diversity and inclusion. Our women employees find
this enabling environment conducive for growth. We
promote women in various leadership positions in
our organisation. Employee care and well-being are
a priority for Clean Science. Under this the Company
takes various initiatives including running an annual
Health Check-up, celebrating festivals, Annual Cultural
Function, Cricket Tournament, Dusshera, Christmas,
Women''s Day, felicitation of children of employees
who have cleared higher secondary exams.

Your Company has transparent processes for
rewarding performance and retaining talent.

The Company had 457 employees as on 31st March,
2025. Employee relations at all locations continued to
remain cordial. Your directors wish to acknowledge
the sincere and dedicated efforts of the employees
of the Company and would like to thank them for the
same.

37. | APPLICATION MADE OR ANY PROCEEDING

PENDINGUNDERINSOLVENCYANDBANKRUPTCY

CODE

During the year, no application was made or any
proceeding was pending under Insolvency and
Bankruptcy code, 2016.

38. | DETAILS OF DIFFRENCE BETWEEN AMOUNT OF

VALUATIONS

During the year, no one-time settlement was done
accordingly the question of difference between
amount of valuation done at the time of one-time
settlement and valuation done while taking loans
from Banks or financial Institutions did not arise.

39. | COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has
complied with applicable Secretarial Standards.

40. | TRANSFEROFAMOUNTSTOINVESTOREDUCATION

AND PROTECTION FUND

The Company was not required to transfer any
amounts to Investor Education and Protection Fund
(IEPF).

41. | ACKNOWLEDGEMENTS

Your directors take this opportunity to thank
various Government Authorities, Central and State
Governments and Shareholders for their support,
continuous cooperation and guidance. Your Board
appreciates the relentless effort of the Management
Team and employees who steers the Company in
achieving its goals and gratefully acknowledge their
contribution to the Company. Your directors also
take this opportunity to express their gratitude for
the valuable assistance and the trust placed by the
Bankers, Lenders, Vendors, Customers, Shareholders,
Advisors, Rating Agencies, Stock Exchange and the
general Public towards the Company.

For and on behalf of the Board of Directors
For Clean Science and Technology Limited

Ashok R. Boob Krishnakumar R Boob

Place: Pune Managing Director Whole-time Director

Date: 22nd May, 2025 (DIN: 00410740) (DIN: 00410672)

Mar 31, 2024

The Directors are pleased to present their report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2024.

| FINANCIAL HIGHLIGHTS:

('' in million)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	7,894.39	9,357.99	7,914.85	9,357.99
Other Income	383.51	387.97	412.86	298.25
Total Revenue	8,277.90	9,745.96	8,327.71	9,656.24
Profit before interest, tax, depreciation and amortisation	3,755.98	4,414.23	3733.51	4,319.20
Finance Cost	8.34	1.53	9.26	1.95
Depreciation and amortisation	437.83	358.21	459.25	360.90
Profit Before Tax (PBT)	3,309.81	4,054.49	3,265.00	3,956.35
Tax	832.93	1,019.39	824.74	1,004.59
Net Profit	2,476.88	3,035.10	2,440.26	2,951.76

| (A) FINANCIALS

During the year 2023-24, on standalone basis revenue from operations were '' 7,894.39 million as against '' 9,357.99 million in 2022-23. Profit Before Tax was '' 3,309.81 million as against '' 4,054.49 million in 2022-23. Profit after tax was '' 2,467.88 million as against '' 3,035.10 million in 2022-23. The decrease was primarily due to global destocking and general slowdown in consumption. Despite degrowth in revenue, operating margins remained steady led by stringent cost control measures.

During the year 2023-24, on consolidated basis revenue from operations were '' 7,914.85 million. Profit Before Tax was '' 3,265.00 million and Profit After Tax was '' 2,440.26 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed in the Management Discussion and Analysis which forms part of this Annual Report.

Shareholders are requested to refer Annexure II (Form-AOC-1) to get the highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the year under review.

| DIVIDEND

The Board of Directors at its meeting held on 3rd February, 2024 declared an interim dividend of '' 2/-(200%) per share of '' 1/- each. The same was paid by the Company to the members whose names appeared in the Register of Members as on 12th February, 2024 being the record date fixed for the payment of interim dividend. The total cash outflow was '' 212.50 million. In addition, the Board of Directors at its meeting held on 15th May, 2024 has recommended a final dividend of '' 3 (300%) per share of '' 1/- each for the year 202324. The final dividend is subject to the approval of members at the ensuing Annual General Meeting and shall be subject to tax deduction at source.

The final dividend for the year 2023-24 of '' 3/- would result in cash outflow of '' 318.76 million. Total dividend payout for year 2023-24 would be '' 531.26 million which is equivalent to 21.44% of the PAT. We are pleased to inform that, payout ratio has increased from 17.50% in 2022-23 to 21.44% in 2023-24. The cash balance continues to be healthy, led by robust cash conversion cycle, despite increased payout and capex.

Your Company is in compliance with the Companyâs Dividend Distribution Policy.

The Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations 2015") is attached to this report as Annexure I and is also available on the Companyâs website on web link https://cleanscience.co.in/wp-content/uploads/7073/07/Dividend-Distribution-Policy.pdf

| CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on 31st March, 2024 was '' 150.00 million divided into 150,000,000 Equity Shares of '' 1/- (Rupee One) each. During the year, your Company allotted 14,465 Equity Shares of '' 1/- each to the Eligible Employees under Clean Science and Technology Limited Employee Stock Option Scheme 2021. Consequently, the Issued, Subscribed and Paid-up Equity Share Capital increased

from '' 106.24 million divided into 106,237,539 Equity Shares of '' 1 each to '' 106.25 million divided into 106,252,004 Equity Shares of '' 1 each

There were no rights issue, bonus issue or preferential issue etc. during the year under review. Also, the Company has not issued shares with differential voting rights or sweat equity shares.

| EMPLOYEE STOCK OPTION SCHEME 2021

Clean Science and Technology Limited values its employees and believes that employees play vital role in growth. The Company considers its employees as one of the important stakeholders. To reward the employees for their performance and to motivate them to contribute to the growth and profitability, the Company implemented the Clean Science and Technology Limited Employee Stock Option Scheme 2021 (CSTL ESOS 2021).

During the year under review, the Company obtained approval of shareholders at the Annual General Meeting held on 10th August, 2023 to amend Clean Science and Technology Limited Employee Stock Option Scheme 2021 ("CSTL ESOS 2021"). The key amendments to CSTL ESOS 2021 were as under:

1) Increase the aggregate number of Employee Stock Options ("Options") as originally approved from 1,00,000 (One Lacs) Options to 3,50,000 (Three Lacs Fifty Thousand) Options with an addition of 2,50,000 (Two Lacs Fifty Thousand) options for grant to Eligible Employees under CSTL ESOS 2021 .

2) Grant of Options to the Eligible Employees of Subsidiary Company(ies) of the Company under CSTL ESOS 2021 .

The Company subsequently obtained in-principal approval from BSE Limited and National Stock Exchange of India Limited for the said amendments of CSTL ESOS 2021.

In terms of Regulation 14 read with Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of CSTL ESOS 2021 are provided as Annexure VII which forms part of this report.

A certificate from the Secretarial Auditors of the Company that the Scheme had been implemented in accordance with SEBI Regulations, shall be placed at the ensuing Annual General Meeting and be available for inspection of the members. A copy of the same will be available for inspection at the Companyâs Registered Office.

| CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the period under review, the Registered office of the Company was shifted within the local limits of Pune city from "Office No. 503, Pentagon Tower P-4, Magarpatta City, Hadapsar, Pune- 411013" to "Office No. 603 & 604, 6th Floor, Tower No.15, Cybercity, Magarpatta City, Hadapsar, Pune - 411013 w.e.f 3rd October, 2023.

| SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries at the end of the financial year namely - Clean Fino-Chem Limited, Clean Science Private Limited, Clean Organics Private Limited and Clean Aromatics Private Limited. During the year, in terms of Regulation 16(1) (c) of SEBI Listing Regulations, 2015, Clean Fino-Chem Limited, a Wholly Owned Subsidiary of the Company became the Material Subsidiary of the Company.

Investment in Clean Fino-Chem Limited

During the year, the Company made additional equity investment of ''2,150 million in Clean Fino-Chem Limited (CFCL) to fund its capex plans. CFCL completed the civil construction of factory building, R&D facility, other utility buildings along with installation of plant and machineries at the ~ 34 acre MIDC plot located in MIDC, Kurkumbh, Taluka Daund, Pune.

The formal inauguration of the new manufacturing facility was done in February 2024. CFCL commenced the commercial production of HALS Series w.e.f 1st March, 2024. The installed capacity of entire HALS Series being 10,500 Metric Tonnes per annum. The HALS series belongs to the Performance Chemical segment and will cater to domestic as well as international market. In order to meet the capex requirements in CFCL, the Company infused additional equity of '' 500 million in April 2024.

In compliance with Regulation 24 of the SEBI Listing Regulations, 2015, Mr. Keval Doshi, Independent Director of the Company was appointed as an additional director in CFCL w.e.f 8th November, 2023.

In compliance with Regulation 24A of the SEBI Listing Regulations, 2015, Secretarial Audit Report of Clean Fino-Chem Limited is annexed as Annexure X to this report.

Investment in Clean Organics Private Limited

During the year, the Company made equity investment of ''0.7 million in Clean Organics Private Limited (COPL) a Wholly Owned Subsidiary to meet its capital requirements.

Pursuant to Section 129(3) of the Companies Act, 2013 a separate statement containing salient features of the financial statements of subsidiaries is attached to this report in Form AOC-1 to the Financial Statements of the Company as Annexure II. Policy on material subsidiary is available on weblink https:// cleanscience.co.in/wp-content/uploads/2023/02/ Policy-on-Material-Subsidiaries.pdf.

|RESERVES

The Directors do not propose to transfer any amount to the Free Reserves.

| DEPOSITS

During the year under review, your Company has not accepted any deposits from the public pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules 2014.

| DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company, to the best of their knowledge and belief state that:

i) i n the preparation of the annual accounts for the FY ended 31st March, 2024, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii) 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 as at 31st March, 2024 and of the profit and loss of the Company for the year ended on that date;

iii) 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively for the FY ended 31 st March 2024;

vi) the Directors, had laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and operating effectively for the FY ended 31 st March, 2024.

| CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate section titled ''Report on Corporate Governanceâ and Shareholdersâ Information has been included in this Annual Report.

A Certificate from Secretarial Auditor of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of SEBI Listing Regulation 2015 is annexed to the Report on Corporate Governance.

| MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report containing details relating to Industry Trends, Company Performance, Business and Operations forms part of this Annual Report.

EE1 BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2) of the SEBI Listing Regulations, 2015, a Business Responsibility and Sustainability Report (BRSR) for the year FY 2023-24 forms part of this Annual Report.

| INSURANCE

The properties, insurable assets of the Company such as buildings, plants, machineries and stocks among others are adequately insured.

| CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the FY under review there was no change in the nature of Companyâs business.

I MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Apart from additional equity investment of '' 500 million in Clean Fino-Chem Limited on 5th April, 2024, there were no material changes and commitments, occurred from the end of the FY till the date of this report, which may materially affect the financial position of the Company.

I CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached to this report as Annexure III.

| SAFETY, HEALTH AND ENVIRONMENT

Your Company has in place Responsible Care Policy and is committed to excellence and continued improvements in Environment, Health, Safety and Security (EHSS) performance at all manufacturing units.

Safety

The Company encourages a high level of Safety, awareness amongst the employees and strive for continual improvement. Employees are trained in safe practices to be followed at the workplace. Following steps were taken by the Company for Safe work environment:

â¢ As a new initiative Behaviour Based Safety (BBS) training had been imparted to almost all employees at the manufacturing locations.

â¢ The manufacturing units were equipped with self-contained breathing apparatus (SCABA), gas leak detectors, foam and water sprinkler system and other protective devices.

â¢ Review meetings conducted monthly by the safety department for the root-cause-analysis (RCA) of incidents occurred and to design corrective-and-preventive-actions (CAPA).

â¢ Hazardous chemicals like Phenol, DCC were handled wearing pressure suite as per the government rules.

â¢ Strict compliance is ensured with PESO guidelines (for inflammable solvent) and NDPS Act (Acetic anhydride).

â¢ Certifications awarded such as ISO 9001, ISO 14001, ISO45001, US FDA (Bioterrorism), FSSC 22000 EU Reach, Responsible Care.

â¢ Protective gears provided to all employees for safe material handling. Plant level training and development programmes are organised regularly.

â¢ Annual Day Celebration includes safety plays, skits to create awareness amongst employees.

During the year Company conducted 17,179 hours of

training in following departments: -

a) Safety & Environment: 1,516

b) Production: 10,905

c) Engineers and Project Engineers: 2,794

d) QC R&D: 1,094

e) Admin, Purchase, Store, IT: 870

Health

Health of employees is the topmost priority of the Company. New employees at factory undergo pre-employment medical checkup and training programmes, periodic health checkup of employees is done. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is carried out based on National Ambient Air Quality Standard. The manufacturing units are equipped with Occupation Health Centre with qualified doctor, nursing staff, ambulance facility for employees to reach out for medical support. The Company has tie ups with local hospitals for required medical support. The Company has a team of employees trained in first aid facility who use their acquired skills for emergency medical treatment while on duty. The employees are also covered with adequate health and accident Insurance.

Environment

Environment protection is the prime concern for your organisation. The Company believes that the facilities possess adequate effluent treatment processes and minimise any contamination of the surrounding environment or pollution. The Company encourages and promotes 3R Process-Reduce, Recycle, Reuse at all levels in the organisation.

â¢ Significant Achievements in Sustainability:

The Company focuses to reduce the disposal of water, emissions and hazardous substances into the environment and had implemented several sustainability initiatives that have helped to minimise the environmental impacts of operations. Total energy consumption, GHG emission and water consumption in 2023-24 was 37.08 GJ/MT, 3.56 MT CO2/MT and 11.25 m3/ MT of production respectively.

â¢ Reducing fresh water consumption: The

Company had built a robust rain water harvesting system to direct rain water to the underground water storage tank, filter and recycle it for internal consumption. The Company has been continuously working on reducing process heat utilisation which would minimising water evaporation losses and reduce water consumption. About 82,242 MT steam was generated in 2023-24 which was almost 34% of total steam consumption.

â¢ Minimising Waste Disposal: The Company has set up state-of-the-art Effluent Treatment Plants in all three manufacturing units. Through these plants, the Company achieved ZLD status (Zero Liquid Discharge). Majority of the liquid effluent is

converted into clean water and recycled it to the plants (cooling towers). For handling solid waste generated in ETR the Company has Glass house in all manufacturing units. A strong in-house R&D team benefits us immensely in this effort. Change in chemistry of one of the process has resulted in the reduction of the generation of solid waste by 39% as well as reduced water evaporation load by 50%.

â¢ Responsible Care Certificate: During the year the Company received Responsible Care Certification from Indian Chemical Council.

â¢ Tree Plantation: Under the CSR initiative, the Company planted 11,000 trees to develop a Total Area admeasuring 10 Hectare situated at situated Village - Girim Taluka Daund District Rune belonging to Forest Department.

n91 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties during the financial year were in ordinary course of business and at armâs length basis, which were approved by the Audit Committee. In compliance with Regulation 23(2) of the SEBI Listing Regulations, 2015. Audit Committee of the Company approved the Related Rarty Transaction entered into by the Subsidiary Company(ies).

The Board has approved a policy for related party transactions which is available on the Companyâs website at https://cleanscience.co.in/wp-content/ uploads/2023/02/Policy-on-Related-Party-Transactions.pdf.

The particulars of contracts or arrangements made with related parties is covered in Notes to the Financial Statements. There are no material contracts / arrangements made with related parties as required under Section 134(3) (h) of the Companies Act, 2013 as given in Form AOC-2 which is attached as Annexure IV to this report. None of the transactions with any of the related parties were in conflict with the interest of the Company.

The particulars of loans/advances/investments etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015, are furnished as a part of the Financial Statements.

The transaction(s) of the Company with any person or entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

| BOARD AND ITS COMMITTEES

During the year 2023-24, 4 (Four) Board Meetings were held. For the details of composition and meetings of the Board and its Committees, please refer the Corporate Governance Report forming part of this annual report.

| CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") activities of the Company are governed by the Corporate Social Responsibility Policy approved by the Board. We strongly believe that CSR and sustainability are interdependent. We endeavor to shape a better tomorrow and strive continuously to contribute to the social and economical development of the communities we operate within.

The Company recognises the social accountability and aim to shape a sustainable future for our generations to come so that the society as a whole is developed and uplifted from our initiatives.

During the year, the Company spent '' 65.38 million as CSR Expenditure. Company carried out CSR activities in the following areas:-

a) Promoting Health Care,

b) Promoting Education,

c) Environment sustainability,

d) Livelihood enhancement projects.

e) Conservation of Water

f) Ensuring animal welfare

g) Protection of art and culture

In terms of Section 135 read with Schedule VII of the Companies Act, 2013, and Rules made thereunder the details of CSR activities undertaken by the Company are attached to this report as Annexure V. The CSR Policy of the Company is in terms of Companies (Corporate Social Responsibility) Rules, 2014 and is available on the Companyâs website at https:// cleanscience.co.in/wp-content/uploads/7073/07/ Corporate-Social-Responsibility-Policy.pdf.

| NOMINATION AND REMUNERATION POLICY

Your Company has framed a Nomination and Remuneration Policy to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/ nonexecutive/ independent), Senior Management and other employees and their remuneration. Nomination and Remuneration Policy

is placed on the website of the Company https:// cleanscience.co.in/companypolicies-nomination-and-remuneration-policy/.

B3I RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

Risk Management

Your Company has in place a risk management framework and policy that provides an all-inclusive approach to safeguard the organisation from strategic, operational, financial, legal and compliance risks through adequate and timely actions. The risk management framework works at various levels across the enterprise and is designed to identify risks, evaluate the impact and mitigate the risks that could affect the business. The potential risks are identified and mitigation measures are implemented to address the same. The Company has maintained Risk Register on the basis of event probability and impact analysis on the organisation. The risks are categorised on the basis of high, medium and low impact subject to a series of discussions with Senior Leadership Team, Management and the Committee. For periodic review and monitoring, risk register are placed before the Risk Management Committee stating the actions taken to mitigate the risks.

In terms of the SEBI Listing Regulations, 2015, a Risk Management Committee has been constituted with responsibility to formulate a detailed risk management policy, identify, monitor, mitigate and oversee implementation of the risks including evaluating the adequacy of risk management and internal control systems, ensure appropriate methodology, processes and systems are in place, review the risks considering the changing industry dynamics and evolving complexity and keep the board informed about the nature and content of its discussions, recommendations and actions to be taken on a regular basis.

The Risk Management Committee meeting is Chaired by Non-Executive Director and Chairman of Audit Committee is also a member of the Committee. The Chairman of the Committee briefs the Board about significant discussions held in the Risk Management Committee meeting.

The Risk Management Policy of the Company is available on the Companyâs website at https://cleanscience.co.in/wp-content/uploads/7073/07/Risk-Management-Policy.pdf

Internal Financial Controls

The Audit Committee deliberates with the members of the Management, considers the systems as laid down and met the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfies itself as to the adequacy and effectiveness of the internal financial control systems.

Internal financial controls and their adequacy are included in the Management Discussion and Analysis, forming part of this report.

09 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant material orders were passed by the Regulators/ Court which would impact the going concern status of the Company and its future operations.

9 AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made thereunder, M/s B S R & Co., LLP Chartered Accountants, (Firm Regn. No.: 1 16231W/W-100024) were appointed as the Statutory Auditors of the Company for the second term of 5 (five) years at the 16th Annual General Meeting (AGM) held on 28th September, 2019 and will complete their second term on the conclusion of the 21st Annual General Meeting.

The Board of Directors of the Company, at its meeting held on 3rd February, 2024 upon the recommendation of the Audit Committee and considering the experience and expertise, proposed the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/ N500016), as Statutory Auditors of the Company in place of M/s. BSR & CO LLP Chartered Accountants, for a term of 5 (five) consecutive years from the conclusion of 21st AGM till the conclusion of the 26th AGM to be held in 2028-29. Accordingly, resolution seeking Memberâs approval for the appointment of M/s Price Waterhouse Chartered Accounts LLP as Statutory Auditors of the Company for the term of 5 years as mentioned above would be placed before the ensuing Annual General Meeting.

The notes on the Audited Financial Statements referred to in the Auditorâs Report are self-explanatory and hence do not call for any further comments.

With reference to comments made by the auditors in their report on other legal and regulatory requirement point no. 2A b. the Board hereby submits that, in order to enhance IT risk control measure, the Company

implemented disaster recovery (DR) server for ERP application to mitigate the risk of business interruption in case the main server is down. During the DR server implementation, the shut down was taken hence back up of main server for 42 days was disturbed due to technical challenges. The DR server was subsequently went live successfully and back up of main server is available on daily basis. For the interrupted duration whilst there is no daily backup subsequent incremental backup covers from the start of the financial year. Since these back-up are taken daily as on date there are no issues of not having back up at any point of time.

b) Secretarial Auditor

The Secretarial Audit Report for financial year 31st March, 2024 is annexed herewith and forms part of this report as Annexure VI.

The report does not contain any qualification, reservation or adverse remark.

c) Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the Company to maintain cost accounting records and have them audited every year.

The Board has on the recommendation of the Audit Committee appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants, (Firm Registration No. 000030) as the Cost Auditors of the Company for conducting the cost audit for the Financial Year 202324 and they have been re-appointed as Cost Auditors of the Company for the Financial Year 2024-25.

The remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, resolution seeking members ratification for the remuneration payable to M/s Dhananjay V. Joshi & Associates as Cost Auditors for Financial Year 2024-25 is included in the Notice convening Annual General Meeting.

M/s Dhananjay V. Joshi & Associates had confirmed that their appointment is within the limits of Section

141(3)(g) of the Companies Act, 2013 and Rules made thereunder and had certified that they are free from any disqualifications specified under Section 141(3) and other applicable provisions of the Companies Act, 2013.

Further, the Board hereby confirms that the cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and rules made thereunder has been complied and maintained.

d) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, M/s PricewaterhouseCoopers Private Limited Chartered Accountants completed Internal Audit of the Company for the 2023-24. Further pursuant to the recommendation of Audit Committee, the Board of Directors at their meeting held on 15th May, 2024 had appointed M/s CNK JBMS & Associates, Chartered Accountants as the internal auditor of the Company to conduct internal audit for the financial year 2024-25.

| REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances of fraud, which required the Statutory Auditors, Cost Auditors and Secretarial Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

BRi PARTICULARS OF LOANS, GUARANTEES,

INVESTMENTS AND SECURITIES

During the year under review, the Company has made investments, the details of which are given under Note No. 10 of the Notes to Standalone Financial Statements of the Company for the year ended 31st March, 2024.

| DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Siddhartha Sikchi (DIN- 02351154) Whole-time Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. During the year, there are no changes in Key Managerial Personnel of the Company.

EH ANNUAL EVALUATION OF BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of performance of the Board, its Committees and the Individual Directors was carried out for 2023-24. The evaluation was carried out using individual questionnaires covering, amongst others, contribution to areas impacting companyâs

performance, participation in Board and Committee meetings. In addition to the above the Executive Directors were evaluated based on annual targets, financial and operational controls, risk management, strategies, expansion, maintaining corporate culture, integrity and ethics, succession planning, core governance and compliance management.

The performance of the respective Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as composition of committee, timely inputs, open communications, meaningful participation and resolution of issues.

The performance of the Board was evaluated after seeking inputs from the members on proper mix of competencies of the Board, timeliness and adequacy of information availability to take decisions, plan of actions, reporting systems, governance practices, potential conflict of interest etc.

The Board reviewed the performance of the individual Directors including Independent Directors, on the basis of criteria such as contribution of the individual Director to the Board and Committee meetings and preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Board is of the opinion that during the year, all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience (including proficiency) in their respective fields.

IQ FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The members of the Board are familiarised with the activities of the Company. The Directors are provided with documents to enable them to have better understanding of the Company, its various operations and the industry in which it operates.

Independent Directors are made aware of their roles and responsibilities at the time of appointment through formal letter of appointment. Directors interact with the management, senior leadership team of the Company which enables them to understand the Companyâs strategy, business updates and its model, group structure, operations, update on research and development, product offerings, markets, organisation structure, finance, human resources, technology, quality, facilities, risk management strategy, regulatory updates

and governance policies. Factory visit are organised for the Directors to enable them to familiarise them with the manufacturing facilities and the processes.

The details of familiarisation programme imparted to the Independent Directors are placed on website of the Company and web link thereto is https://cleanscience. co.in/wp-content/uploads/2024/04/FY-23-24-Familiarisation-programme.pdf

| DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.

The Board of Directors is of the opinion that the Independent Directors of the Company holds highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. The Independent Directors have confirmed that they have registered themselves with Independent Directors database of The Indian Institute of Corporate Affairs (IICA) and have cleared online proficiency test as applicable.

| AWARDS AND RECOGNITION

During the year, the Company received the following:-

1. Maharashtra State Export Award" under Silver Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2021-22 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.

2. Maharashtra State Export Award" under Gold Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2020-21 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.

3. Maharashtra State Export Award" under Gold Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2019-20 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.

4. Maharashtra State Export Award" under Gold Category- Chemical Sector for significant contribution to exports from Maharashtra for the year 2018-19 from Government of Maharashtra, Directorate of Industries, Industries Department on 8th February, 2024.

5. Mr. Ashok Boob, Managing Director received Lala Shriram National Award 2023 for Leadership in Chemical Industry from Indian Institute of Chemical Engineers.

Responsible Care Certification

The Company successfully completed Responsible Care certification of Indian Chemical Council.

Four Star Export House Certificate

The Company was granted Four Star Export House Recognition Certificate by Ministry of Commerce and Industry, Director General of Foreign Trade for a period of 5 years upto 31st March, 2028.

| VIGIL MECHANISM / WHISTLE BLOWER POLICY

It also provides for adequate safeguards against victimisation of persons who avails this mechanism and allows direct access to the Chairman of Audit Committee. A quarterly report on the whistle blower complaints received is placed before the Audit Committee for its review. The said policy has been posted on website of the Company and web link thereto https://cleanscience.co.in/wp-content/ uploads/2023/02/Whistle-Blower-Policy.pdf .

| ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2024 is available on the Companyâs website at https:// cleanscience.co.in/investors/compliance/corporate-governance/annual-returns/

| EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in

Annexure VIII and IX of the Boardâs Report.

HH DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy.

The Company has duly constituted internal complaint committee as required under the provisions Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee. The Company is committed to provide safe and conducive work environment to all its employees and associates.

To ensure all the employees are sensitised regarding issues of sexual harassment, the Company conducts regular training and awareness programmes for its employees.

| HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that its employees are the key growth drivers towards the sustainable performance and develop a competitive advantage. The HR policies and procedures of your Company are geared towards nurturing and development of Human Capital.

The Company firmly believe not just right hiring but also on boarding new joinee as an equally important factor. Fresh talent is hired through campus recruitment both from local and Premier Colleges. We ensure our new Talent is acclimatised to the new work environment and is supported through their induction in the respective departments which involves technical, functional, leadership development and culture building programme.

With an eye to promote home grown leaders we have High Potential programmes to nurture talent and prepare them to take the next position. We also provide accelerated growth to our High Potential employees across various departments.

The organisation provides ample opportunities for employees to enhance their skills by internal job rotations as well.

As an equal opportunity employer, we promote diversity and inclusion. Our women employees find

this enabling environment conducive for growth. We promote women in various leadership positions in our organisation. Employee care and well-being are a priority for Clean Science. Under this it takes various initiatives including running an annual Health Checkup, celebrating festivals, Annual Cultural Function, Cricket Tournament, Dusshera, Christmas, Womenâs Day, felicitation of children of employees who have cleared higher secondary exams.

Your Company has transparent processes for rewarding performance and retaining talent.

The Company had 457 employees as on 31st March, 2024. Employee relations at all locations continued to remain cordial. Your directors wish to acknowledge the sincere and dedicated efforts of the employees of the Company and would like to thank them for the same.

DU APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year no application was made or any proceeding was pending under Insolvency and Bankruptcy code.

D9| DETAILS OF DIFFRENCE BETWEEN AMOUNT OF VALUATIONS

During the year no one-time settlement was done accordingly the question of difference between amount of valuation done at the time of one-time settlement

and valuation done while taking loans from Banks or financial Institutions did not arise.

ECT COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with applicable Secretarial Standards.

E1Â« TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amounts to Investor Education and Protection Fund (IEPF).

02| ACKNOWLEDGEMENTS

Your directors take this opportunity to thank various Government Authorities, Central and State Governments and Shareholders for their support, continuous cooperation and guidance. Your Board appreciates the relentless effort of the Management Team and employees who steers the Company in achieving its goals and gratefully acknowledge their contribution to the Company. Your directors also take this opportunity to express their gratitude for the valuable assistance and the trust placed by the Bankers, Lenders, Vendors, Customers, Shareholders, Advisors, Rating Agencies, Stock Exchange and the general Public towards the Company.

For and on behalf of the Board of Directors For Clean Science and Technology Limited

Ashok R. Boob Krishnakumar R Boob

Managing Director Whole-time Director

(DIN: 00410740) (DIN: 00410672)

Place: Pune Date: 15th May, 2024

Mar 31, 2023

The Directors are pleased to present their report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31st March, 2023.

1. I FINANCIAL HIGHLIGHTS:

('' In million)
Particulars	Standalone		Consolidated
	2022-23	2021-22		2021-22
Revenue from Operations	9,357.99	6,848.86	9,357.99	6,848.86
Other Income	387.97	299.39	298.25	299.73
Total Income	9,745.96	7,148.25	9,656.24	7,148.59
Profit Before interest, tax, depreciation and amortisation	4,414.23	3,299.64	4,319.20	3,298.61
Finance Cost	1.53	1.47	1.95	1.47
Depreciation and amortisation expenses	358.21	249.18	360.90	249.18
Profit before tax (PBT)	4,054.49	3,048.99	3,956.35	3,047.96
Tax	1,019.39	762.93	1,004.59	763.01
Net Profit	3,035.10	2,286.06	2,951.76	2,284.95

2. | (A) FINANCIALS

During the financial year 2022-23, on standalone basis revenue from operations were '' 9,357.99 million as against '' 6,848.86 million in the previous financial year witnessing an increase of 36.63%. Profit Before Tax was '' 4,054.49 million as against '' 3,048.99 million in the previous financial year reflecting an increase of 33% Profit after tax was '' 3,035.11 million as against '' 2,286.06 million, an increase of 33% over the previous financial year.

During the financial year 2022-23, on consolidated basis revenue from operations were '' 9,357.99 million. Profit Before Tax was '' 3,956.35 million and Profit after tax was '' 2,951.76 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed in the Management Discussion and Analysis which forms part of this Annual Report.

Shareholders are requested to refer Annexure II (Form-AOC-1) to get the highlights of performance of subsidiaries and their contribution

to the overall performance of the Company during the year under review.

3. | DIVIDEND

The Board of Directors at its meeting held on 2nd February, 2023 declared an interim dividend of '' 2/- (200%) per share of '' 1/- each which was paid by the Company to the members whose names appeared in the Register of Members as on 10th February, 2023 being the record date fixed for the payment of interim dividend. The total cash outflow was '' 212.47 million. In addition, the Board of Directors at its meeting held on 18th May, 2023 has recommended a final dividend of '' 3/- (300%) per share of ''.1/- each for the financial year 2022-23. The final dividend is subject to the approval of Members at the ensuing Annual General meeting and shall be subject to tax deduction at source.

The final dividend for the financial year 2022-23 of '' 3/- would result in cash outflow of '' 318.71million. Total dividend payout for 2022-23 would be '' 531.18 million which is equivalent to 17.50% of the PAT.

The payment and proposed dividend is in compliance with the Dividend Distribution Policy.

The Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations 2015") is attached to this report as Annexure I and is also available on the Companyâs website on web link https://cleanscience.co.in/wp-content/uploads/2023/02/Dividend-Distribution-Policy.pdf

4. | CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on 31st March, 2023 was '' 150,000,000 (Rupees Fifteen Crores Only) divided into 150,000,000 Equity Shares of '' 1 (Rupee One) each. During the year under review, your Company allotted 18,579 equity shares to the eligible employees on the exercise of stock options granted under Clean Science and Technology Limited Employee Stock Option Scheme 2021. Consequently, the issued, subscribed and paid-up equity share capital increased from '' 106,218,960 (Rupees Ten Crores Sixty-Two Lakhs Eighteen Thousand Nine Hundred Sixty Only) divided into 106,218,960 Equity Shares of '' 1/- (Rupee One) each to '' 106,237,539 (Rupees Ten Crores Sixty-Two Lakhs Thirty Seven Thousand Five Hundred Thirty-Nine Only) divided into 106,237,539 Equity Shares of '' 1 (Rupee One) each.

There were no rights issue, bonus issue or preferential issue etc. during the year under review. Also, the

Company has not issued shares with differential voting rights or sweat equity shares.

5. | EMPLOYEE STOCK OPTION SCHEME

Employee Stock Options are recognised as an effective instrument to attract and retain talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to participate in the growth of the Company.

a) During the year the Company made application to SEBI requesting to permit allotment of shares arising out of exercise of stock options granted under Clean Science and Technology Limited Employee Stock Option Scheme 2021 ("CSTL ESOS 2021") be counted towards compliance under Minimum Public Shareholding (MPS) requirements in terms of SEBI Circular dated 22nd February, 2018. SEBI vide its letter dated 7th June, 2022 permitted the Company to allot shares under CSTL ESOS 2021 to be counted towards meeting MPS obligations. The Company further received In-principle approval from BSE Limited (BSE) on 9th June, 2022 and National Stock Exchange of India Limited (NSE) on 16th June, 2022 for the entire pool of 100,000 Equity shares of '' 1/- each under CSTL ESOS 2021.

I n terms of Regulation 14 read with Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 the details of CSTL ESOS 2021 is provided as Annexure VII which forms part of this report.

A certificate from the Secretarial Auditors of the Company that the Scheme had been implemented in accordance with SEBI Regulations, shall be placed at the ensuing Annual General Meeting and be available for inspection of the members. A copy of the same will be available for inspection at the Companyâs Registered Office.

b) Considering the benefits of the Employee Stock Option Scheme and to attract the new and retain the existing talent in the Company for sustained growth, the Nomination and Remuneration Committee and the Board of Directors at their meeting held on 18th May, 2023 had recommended the Members to amend CSTL ESOS 2021. Proposed amendments in brief are as follows-

(i) Increase the number of Employee Stock Options as originally approved from 100,000 (One Lakhs) Options to 350,000 (Three Lakhs Fifty Thousand) Options by creating additional pool for grant to the Eligible Employees;

(ii) Include an employees of Subsidiary Company(ies) as an Eligible Employee entitled for stock options;

(iii) Other miscellaneous amendments to give effect to the applicability of terms of CSTL ESOS 2021 to the subsidiary company(ies).

6. | SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries at the end of the financial year namely - Clean Science Private Limited, Clean Organics Private Limited, Clean Aromatics Private Limited and Clean Fino-Chem Limited. During the year the Company did not have any material subsidiary.

Investment in Clean Fino-Chem Limited

During the year the Company made additional '' 650 million equity investment in Clean Fino-Chem Limited (CFCL) a Wholly Owned Subsidiary to set up its manufacturing facility. CFCL acquired 33.17 acre land on lease from MIDC Kurkumbh, Tal. Daund, Dist. Pune to set up the state of art facility to manufacture speciality chemicals including HALS series. The progress of the project is satisfactory.

The subsidiaries of the Company function independently, with an adequately empowered Board of Directors. For more effective governance in terms of Regulation 24(3) of SEBI Listing Regulations, 2015, the minutes of the Board Meetings of subsidiaries placed before the Board of Directors of the Company for their review.

Further pursuant to Section 129(3) of the Companies Act, 2013 a separate statement containing salient features of the financial statements of subsidiaries is attached to this report in Form AOC-1 to the Financial Statements of the Company as Annexure II. Policy on material subsidiary is available on weblink https:// cleanscience.co.in/wp-content/uploads/2073/07/ Policy-on-Material-Subsidiaries.pdf .

7. | RESERVES

The Directors do not propose to transfer any amount to the Free Reserves.

8. | DEPOSITS

During the year under review your Company has not accepted any deposits from the public in terms of Section 73 and Section 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules 2014.

9. | DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company, to the best of their knowledge and belief state that:

i) in the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii) 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 as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

iii) 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively for the financial year ended 31st March, 2023;

vi) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively for the financial year ended 31st March, 2023.

10. |CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ''Report on Corporate Governanceâ and Shareholdersâ Information has been included in this Annual Report.

A Certificate from Secretarial Auditor of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of SEBI Listing Regulation 2015 is annexed to the Report on Corporate Governance.

11. | MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report containing details relating to Industry Trends, Company Performance, Business and Operations forms part of this Annual Report.

12. | BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT

In terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility and Sustainability

Report (BRSR) for the financial year 2022-23 forms part of this Annual Report.

13. | INSURANCE

The properties, insurable assets of the Company such as buildings, plants, machineries and stocks among others are adequately insured.

14. | CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review there was no change in the nature of Companyâs business.

15. | MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, occurred from the end of the Financial Year till the date of this report, which may materially affect the financial position of the Company.

16. | IMPACT OF COVID -19 AND GEOPOLITICAL ISSUES

There was no significant impact of COVID-19 pandemic and geopolitical issues during the year.

17. | CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached to this report as Annexure III.

18. | SAFETY, HEALTH AND ENVIRONMENT

We at Clean Science and Technology Limited (CSTL) are committed to maintain high standards of safety, health and environment protection.

Safety

Following steps are taken by the Company for Safe work environment:

â¢ All the manufacturing units have been equipped with self-contained breathing apparatus (SCABA), gas leak detectors, foam and water sprinkler system and other protective devices.

â¢ Monthly review meetings are conducted by safety department for the root-cause-analysis (RCA) of

incidents occurred and to design corrective-and-preventive-actions (CAPA).

â¢ Third party Safety audit is conducted every quarter and findings are shared with Board members.

â¢ Hazardous chemicals like Phenol, DCC are handled wearing pressure suite as per the government rules.

â¢ Automation interlocks are in place to avoid any process incidents, spillage, contamination, overflow, etc.

â¢ Strict compliance is ensured with PESO guidelines (for inflammable solvent) and NDPS Act (Acetic anhydride).

â¢ Training on continuous basis is imparted to the employees including tool box talk.

â¢ Protective gears are provided to the employees for safe material handling. Plant level training and development programmes are organised regularly.

During the year Company conducted 17,250 hours of

training in following departments: -

a)	Safety & Environment:	1,991
b)	Production:	10,088
c)	Engineers and Project Engineers:	3,513
d)	QC, R&D:	773
e)	Admin, Purchase, Store, IT:	885

Health

Health of employees is of utmost importance and periodic medical check-up of employees is done to monitor their health. Detailed training is imparted to the employees on safe work practices and behavior along with proper safety protocols. Regular work area monitoring to check concentration of chemicals, noise level, and quality of air at manufacturing locations i s carried out as per statutory requi rement. The manufacturing units are equipped with Occupation Health Centre with qualified doctor, nursing staff, ambulance facility for employees to reach out for medical support. The Company has tie ups with local hospitals for required medical support. The Company has a team of employees trained in first aid facility who use their acquired skills for emergency medical treatment while on duty. The employees are also covered with adequate health and accident Insurance.

Environment

Environment protection is the topmost priority of our organisation. We believe that our facilities possess adequate effluent treatment processes and minimise any contamination of the surrounding environment or pollution. We encourage and promote 3R Process-Reduce, Recycle, Reuse at all levels in the organisation.

â¢ Significant Achievements in Sustainability:

We focus on minimising the disposal of water, emissions and hazardous substances into the environment. We have implemented several sustainability initiatives that have helped in minimising environmental impacts of operations. Total energy consumption, GHG emission and water consumption in the 2022-23 was 37.55 GJ/MT, 3.69 MT CO2/MT and Il.52.m3/MT of production respectively.

â¢ Reducing freshwater consumption: We have built a robust rain water harvesting system to direct rain water to our underground water storage tank, filter and recycle it for internal consumption. We are focusing on reducing process heat utilisation thereby minimising water evaporation losses and reducing water consumption. About 85,290 MT steam is generated in 2022-23 which is almost 24% of total steam consumption.

â¢ Minimising Waste Disposal: We have state-of-the-art Effluent Treatment Plants set up in all our three units. Through these plants, we have achieved ZLD status (Zero Liquid Discharge). We convert majority of our liquid effluent into clean water and recycle it back to our plants (cooling towers). For handling solid waste generated in ETP we have installed a Glass house in all our manufacturing units. We recycle and reuse almost all of solid waste generated across the Company. One of our key focus area is to continuously innovate processes to minimise waste and achieve best possible recycle & reuse of by-products generated. A strong in-house R&D team benefits us immensely in this effort. All our manufacturing facilities are fully compliant with regulatory approvals and are ISO 14001 and ISO 45001 certified.

â¢ GreenCo Silver Rating: The Company has been certified as "GreenCo Silver Rating" by Confederation of Indian Industry.

19. | CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements made with related parties is covered in Notes to the Financial Statements. There are no material contracts / arrangements made with related parties as required under Section 134(3)(h) of the Companies Act, 2013 as given in Form AOC-2 which is attached as Annexure

IV to this report. None of the transactions with any of the related parties were in conflict with the interest of the Company.

The particulars of loans/advances/investments etc., required to be disclosed pursuant to Para A of Schedule

V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are furnished as a part of the Financial Statements.

The transaction(s) of the Company with any person or entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

20. | BOARD AND ITS COMMITTEES

During the Financial Year 2022-23, 4 (Four) Board Meetings were held. For the details of composition and meetings of the Board and its Committees, please refer the Corporate Governance Report forming part of this annual report.

21. | CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") activities of the Company are governed by the Corporate Social Responsibility Policy approved by the Board. Our CSR philosophy is interlinked with our core focus on sustainability. We endeavor to shape a better tomorrow and strive continuously to contribute to the social and economical development of the communities we operate within.

Since inception we have been deploying and supporting a host of initiatives largely in selected core area of Education, Environment Sustainability, Health and Sanitation, Skill Development and Community Development. We are sensitive to the greater needs of our nation and additionally support projects for preservation of our heritage, support disabled persons by making them Aatma Nirbhar.

Our aim is to shape a sustainable future for our generations to come so that the society as a whole is developed and uplifted from our initiatives.

During the year the Company spent '' 51.44 million in carrying out CSR activities in the following areas:-

a) Promoting Health Care, and facilities for women, orphan children''s day care centres,

b) Promoting education,

c) Environment sustainability and protection of flora and fauna,

d) Livelihood enhancement projects.

Further, in terms of Section 135 read with Schedule VII of the Companies Act, 2013, and Rules made thereunder the details of CSR activities undertaken by the Company are attached to this report as Annexure V. The CSR Policy of the Company is in terms of Companies (Corporate Social Responsibility) Rules, 2014 and is available on the Company''s website at https://cleanscience.co.in/wp-content/ uploads/2023/02/Corporate-Social-Responsibility-Policy.pdf .

22. | NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination

and Remuneration Policy to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/ non-executive/ independent), Senior Management and other employees. Nomination and Remuneration Policy is placed on the website of the Company https://cleanscience.co.in/wp-content/ uploads/2023/04/Nomination-and-Remuneration-Policy.pdf.

23. | RISK MANAGEMENT AND INTERNAL FINANCIALCONTROLSRisk Management

The Company has in place a risk management framework and policy that provides an all-inclusive approach to safeguard the organisation from strategic, operational, financial, legal and compliance risks through adequate and timely actions. The Risk Management framework is designed to identify risks, evaluate the impact and mitigate the risks that could affect the business. The potential risks are identified and mitigation measures are implemented to address the same. The Company has maintained Risk Register on the basis of impact analysis on the organisation. The risks are categorised on the basis of high, medium and low impact. For periodic review and monitoring, risk register is placed before the Risk Management Committee and the actions taken to mitigate the risks.

In terms of the of SEBI Listing Regulations, 2015, a Risk Management Committee has been constituted with responsibility to formulate a detailed risk management policy, identify, monitor, mitigate and oversee implementation of the risk management policy, including evaluating the adequacy of risk management and internal control systems, ensure appropriate methodology, processes and systems are in place, review the risks considering the changing industry dynamics and evolving complexities and keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken on a regular basis.

The Risk Management Committee meeting is chaired by Non-Executive Director and Chairman of Audit Committee is also a member of the Committee. The Chairman of the Committee briefs the Board about significant discussions held in the Risk Management Committee meeting.

The Risk Management Policy of the Company is available on the Companyâs website at https:// cleanscience.co.in/wp-content/uploads/2023/02/ Risk-Management-Policy.pdf

Internal Financial Controls

The Audit Committee deliberates with the members of the Management, considers the systems as laid down and met the internal auditors and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfies itself as to the adequacy and effectiveness of the internal financial control systems.

Internal financial controls and their adequacy are included in the Management Discussion and Analysis, forming part of this report.

24. | SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant material orders were passed by the Regulators/ Court /Tribunal which would impact the going concern status of the Company and its future operations.

25. | AUDITORS AND AUDITORS REPORTa) Statutory Auditors and Audit Report

period of 5 (five) years as approved at the Annual General Meeting (AGM) held on 28th September, 2019 and will complete their 5 years tenure on the conclusion of the 21st Annual General Meeting.

The Companies (Amendment) Act, 2017, has amended Section 139(1) of the Companies Act, 2013, effective from 7th May 2018, whereby first proviso to Section 139(1) has been omitted which provided for ratification of appointment of Auditors by members at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing Annual General Meeting. Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Statutory Auditors have confirmed they are eligible to continue as Auditors. The notes to the Audited Financial Statements referred to in the Auditorâs Report are self-explanatory and hence do not call for any further comments.

The Auditorâs Report is unmodified i.e. it does not contain any qualifications, reservations, adverse remarks or disclaimer and is enclosed with the financial statements in this Annual Report.

b) Secretarial Auditor

The Secretarial Audit Report for financial year ended 31st March, 2023 is annexed herewith and forms part of this report as Annexure VI.

The report does not contain any qualification, reservation or adverse remark.

c) Cost Auditors

I n terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year.

The Board has on the recommendation of the Audit Committee appointed M/s Dhananjay V. Joshi & Associates, Cost Accountants, (Firm Registration No. 000030) as the Cost Auditors

of the Company for conducting the cost audit for the Financial Year 2022-23 and they have been re-appointed as Cost Auditors of the Company for the Financial Year 2023-24.

The remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, resolution seeking members ratification for the remuneration payable to M/s Dhananjay V. Joshi & Associates as Cost Auditors for Financial Years 2023-24 is included in the Notice convening Annual General Meeting.

M/s Dhananjay V Joshi & Associates have confirmed that their appointment is within the limits of Section 141 (3)(g) of the Companies Act, 2013 and Rules made thereunder and have also certified that they are free from any disqualifications specified under Section 141(3) and other applicable provisions of the Companies Act, 2013.

Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and rules made thereunder has been made and maintained.

d) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, M/s. Aneja Associates, Chartered Accountants conducted the Internal Audit of the Company for the 2022-23 Further pursuant to the recommendation of Audit Committee, the Board of Directors had in their meeting held on 18th May, 2023, appointed M/s PricewaterhouseCoopers India Private Limited, as the Internal Auditors of the Company to conduct Internal Audit of the Company for the Financial Years 2023-24 and 2024-25.

26. | REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances of fraud, which required the Statutory Auditors, Cost Auditors and Secretarial Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

27. | PARTICULARS OF LOANS, GUARANTEES,INVESTMENTS AND SECURITIES

During the year under review, Company has made investments, the details of which are given under Note No. 6 of the Notes to Standalone Financial Statements of the Company for the year ended 31st March, 2023.

28. | DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Krishnakumar Ramnarayan Boob (DIN- 00410672) Whole-time Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible to offer himself for re-appointment.

Key Managerial Personnel

During the year, Mr. Pratik Bora was re-designated as Vice President Corporate Finance w.e.f. 3rd February, 2023 and thus ceased to be the Chief Financial Officer and Key Managerial Personnel effective from the close of business hours of 2nd February, 2023.

Pursuant to the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board appointed Mr. Sanjay Parnerkar, as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 3rd February, 2023.

In terms of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 following have been designated as the Key Managerial Personnel -

a) Mr Ashok Boob- Managing Director

b) Mr Siddhartha Sikchi- Whole-time Director

c) Mr Krishnakumar Boob- Whole-time Director

d) Mr Sanjay Parnerkar- Chief Financial Officer

e) Mr Mahesh Kulkarni- Company Secretary

29. | ANNUAL EVALUATION OF BOARD OF DIRECTORS,ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

A formal evaluation of the performance of the Board, its Committees and the Individual Directors was done in for Financial Year 2022-23. The evaluation was carried out using individual questionnaires covering, amongst others, contribution to areas impacting companyâs performance, participation in Board and Committee meetings. In addition to the above the Executive Directors were evaluated based on annual targets, financial and operational controls, risk management, strategies, expansion, maintaining corporate culture, integrity and ethics, succession planning, core governance and compliance management.

The performance of the respective Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as composition of Committee, timely inputs, open communications, meaningful participation and resolution of issues.

The performance of the Board was evaluated after seeking inputs from the members on proper mix of competencies of the Board, timeliness and adequacy of information availability to take decisions, plan of actions, reporting systems, governance practices, potential conflict of interest etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The Board is of the opinion that during the year all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience (including proficiency) in their respective fields.

30. | FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

The members of the Board are familiarised with the activities of the Company. The Directors are provided with documents to enable them to have better understanding of the Company, its various operations and the industry in which it operates.

I ndependent Directors are made aware of their roles and responsibilities at the time of appointment through a formal letter of appointment. Directors interact with the management, senior leadership team of the Company which enables them to understand the Companyâs strategy, business updates and its model, group structure, operations, update on research and development, product offerings, markets, organisation structure, finance, human resources, technology, quality, facilities, risk management strategy, regulatory updates and governance policies.

During the year, the Independent Directors of the Company were familiarised and the details of familiarisation programme imparted to them are placed on website of the Company and web link thereto is https://cleanscience.co.in/wp-content/ uploads/2023/04/Familarisation-Programme-FY-22-23.pdf.

31. | DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Independent Directors have submitted declarations that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.

The Board of Directors are of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company. All Independent Directors have confirmed that they have registered themselves with Independent Directors database of The Indian Institute of Corporate Affairs (IICA) and have cleared online proficiency test as applicable.

32. | AWARDS AND RECOGNITION

Mr. Ashok Boob, Managing Director and Mr. Siddhartha Sikchi, Whole-time Director were adjudged Finalists at the EYâs Entrepreneur Of The Year

2022 (India) Awards. The combining strength of their experience and energy, together have navigated Clean Science and Technology Limited onto a fast track on growth and innovation.

Mr. Pratik Bora, erstwhile CFO of the Company was awarded "FE CFO awards" in Manufacturing Small Enterprises sector.

33. | VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism as a part of Whistle Blower Policy required under Section 177(9) of the Companies Act, 2013 and SEBI Listing Regulations, 2015. The policy provides a mechanism for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud, actual violation of Companyâs Code of Conduct. It also provides for adequate safeguards against victimisation of persons who avails this mechanism and allows direct access to the Chairman of Audit Committee in exceptional cases. A quarterly report on the whistle blower complaints received is placed before the Audit Committee for its review. The said policy has been posted on website of the Company and web link thereto https://cleanscience.co.in/wp-content/uploads/2023/02/Whistle-Blower-Policy.pdf .

34. | ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March,

2023 is available on the Companyâs website at https:// cleanscience.co.in/investors/compliance/corporate-governance/annual-returns/

35. | EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure VIII and IX of the Boardâs Report.

36. | DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy.

The Company has duly constituted Internal Complaint Committee as required under the provisions Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee. The Company is committed to provide safe and conducive work environment to all its employees and associates.

To ensure all the employees are sensitised regarding issues of sexual harassment, the Company conducts regular training and awareness programmes for its employees.

37. | APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year no application was made or any proceeding was pending under Insolvency and Bankruptcy code.

38. | DETAILS OF DIFFRENCE BETWEEN AMOUNT OF VALUATIONS

During the year no one time settlement was done accordingly the question of difference between amount of valuation done at the time of one time settlement and valuation done while taking loans from Banks or financial Institutions did not arise.

39. | TRADEMARK

During the year the Company received Certificate of Registration from the Registrar of Trademark, for the below mentioned trademark.

f Clean/

\Scienc9 /

40. {human resources and industrial

RELATIONS

The Company believes that its employees are the key to drive sustainable performance and develop a competitive advantage. The HR policies and procedures of your Company are geared towards nurturing and development of Human Capital.

The Company firmly believes not just right hiring but also on boarding new joinees as an equally important

factor. We ensure our new talent is acclimatized to the new work environment and is supported through their induction in the respective departments. Our communication meeting with the new joinees further support in reaching out to them.

The Company believes that campus hiring from reputed colleges assists to attract fresh talent both from local and Premier Engineering Colleges.

The organisation provides ample opportunities for employees to enhance their skills by internal job rotations as well.

As an equal opportunity employer we promote diversity and inclusion. Our women employees find this enabling environment conducive for growth. We promote women in various leadership positions in our organisation.

Your Company has transparent processes for rewarding performance and retaining talent.

The Company had 502 employees as on 31st March, 2023. Employee relations at all locations continued to remain cordial. Your Directors wish to acknowledge the sincere and dedicated efforts of the employees of the Company and would like to thank them for the same.

41. | ACKNOWLEDGMENTS

Your Directors take this opportunity to thank various Government Authorities, Central and State Governments and Shareholders for their support, continuous cooperation and guidance. Your Board appreciates the relentless effort of the Management Team and employees who steers the Company in achieving its goals and gratefully acknowledge their contribution to the Company. Your Directors also take this opportunity to express their gratitude for the valuable assistance and the trust placed by the Bankers, Lenders, Vendors, Customers, Shareholders, Advisors, Rating Agencies, Stock Exchange and the general Public towards the Company.

For and on behalf of the Board of Directors

For Clean Science and Technology Limited

Ashok R. Boob Krishnakumar R. Boob

Managing Director Whole-time Director

(DIN: 00410740) (DIN: 00410672)

Place: Pune

Date: 18th May 2023

Mar 31, 2022

The Directors are pleased to present their Report on the business and operations of your Company along with the Audited Financial Statements for the year ended 31^st March, 2022.

1. FINANCIAL HIGHLIGHTS:

('' in million)
Particulars	Standalone		Consolidated
	FY 21-22	FY 20-21	FY 21-22	FY 20-21
Revenue from Operations	6,848.86	5,124.28	6,848.86	5,124.28
Other Income	299.39	256.22	299.73	256.43
Total Revenue	7,148.24	5,380.50	7,148.59	5,380.71
Profit Before interest, tax, depreciation and amortisation	3,299.64	2,845.88	3,298.61	2,845.97
Finance Cost	1.47	0.91	1.47	0.91
Depreciation	249.18	172.06	249.18	172.05
Profit before tax (PBT)	3,048.99	2,672.91	3,047.96	2,673.01
Tax	762.93	689.16	763.01	689.21
Net Profit	2,286.06	1,983.75	2,284.95	1,983.80

2. (A) FINANCIALS:

During the financial year 2021-22, on standalone basis revenue from operations were '' 6,848.86 million as compared to '' 5,124.28 million in the previous financial year witnessing an increase of 33.66%. Profit Before Tax was '' 3,048.99 million as compared to '' 2,672.91 million in the previous financial year reflecting an increase of 14.07%. Profit after tax was '' 2,286.06 million as against '' 1,983.75 million, an increase of 15.24% from previous financial year.

During the financial year 2021-22, on consolidated basis revenue from operations were '' 6,848.86 million. Profit Before Tax was '' 3,047.96 million Profit after tax was '' 2,284.95 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed in the Management Discussion and Analysis which forms part of this Annual Report.

3. DIVIDEND:

Considering the financial performance, the Board of Directors at its meeting held on 28^th May, 2022 recommended final divided of '' 3.25 (325%) per share of ''1/- each for the financial year 2021-22. The dividend would result in cash outflow of '' 345.21 million well in line with the Companyâs Dividend Distribution Policy.

The dividend on Equity Shares is subject to the approval of shareholders at the 19^th Annual General Meeting (AGM) scheduled to be held on 8^th August, 2022. The Register of Members and Share Transfer books of the Company will remain closed from 2^nd August, 2022 to 8^th August, 2022 (both days inclusive) for the purpose of AGM and payment of dividend for the financial year ended 31^st March, 2022.

The Dividend Distribution Policy in accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure I and also available on the Companyâs website on web link https://www.cleanscience.co.in/company-policies

4. CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on 31^st March, 2022 was '' 150,000,000 (Rupees Fifteen Crores Only) divided into 150,000,000 Equity Shares of '' 1 (Rupee One) each. The Issued, Subscribed and Paid-up Capital at the end of the financial year 31^st March, 2022 was '' 106,218,960 (Rupees Ten Crores Sixty-Two Lacs Eighteen Thousand Nine Hundred Sixty Only) divided into 106,218,960 Equity Shares of '' 1 (Rupees One) each. There were no rights issue, bonus issue or preferential issue etc. during the year under review. Also the Company has not issued shares with differential voting rights or sweat equity shares.

5. LISTING OF EQUITY SHARES

The Company made an Initial Public Offer (IPO) during the year through the Offer For Sale (OFS) route and listed its equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on 19^th July, 2021. The annual listing

fee for the Financial Year 2022-23 has been paid to both the stock exchanges. The stock code of the Company at BSE is 543318 and NSE symbol is CLEAN.

6. SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries at the end of the financial year namely; Clean Science Private Limited, Clean Organics Private Limited, Clean Aromatics Private Limited and Clean Fino-Chem Limited.

During the year, your Company incorporated a new Wholly Owned Subsidiary to manufacture speciality chemicals including the HALS series under the name "Clean Fino-Chem Limited" (CFCL) with an initial Capital of ''1 million. Subsequently, the Company made additional equity investments of ''550 million in CFCL.

Pursuant to Section 129(3) of the Companies Act, 2013 a separate statement containing salient features of the financial statements of subsidiaries is attached to this report in Form AOC-1 to the Financial Statements of the Company as Annexure II. During the year, the Company did not have any material subsidiary. Policy on material subsidiary is available on weblink https://www.cleanscience.co.in/company-policies

7. RESERVES

The Directors do not propose to transfer any amount to the General Reserves.

8. DEPOSITS

During the year under review your Company has not accepted any deposits from the public pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules 2014.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, Directors of the Company, to the best of their knowledge and belief with respect to 2021-22, state that:

i. i n the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. t he Directors 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 at

the end of financial year and of the profit and loss of the Company for that period;

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

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems are adequate and operating effectively;

vi. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

10. CORPORATE GOVERNANCE

A certificate from Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance is annexed to the Report on Corporate Governance.

11. MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report containing details relating to Industry Trends, Company Performance, Business and Operations has been included in this Annual Report.

12. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report for the financial year 2021-22 has been included in this Annual Report.

13. INSURANCE

The properties, insurable assets of the Company such as buildings, plants, machineries and stocks among others are adequately insured.

14. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

During the financial year under review there was no change in the nature of Companyâs business.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There were no material changes and commitments, occurred from the end of the Financial Year till the date of this report, which may materially affect the financial position of the Company.

16. IMPACT OF COVID -19

There was no significant impact of COVID-19 pandemic during the year.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is attached to this report as Annexure III.

18. SAFETY, HEALTH AND ENVIRONMENT

We at Clean Science and Technology Limited (CSTL) are committed to maintain all standards of safety, health and environment protection.

Safety

We aim to comply with applicable health and safety regulations and other requirements in our operations and have adopted an occupational health and safety policy that is aimed at, inter alia, complying with applicable environmental laws and regulations. We encourage a high level of Safety awareness amongst our associates and strive for continual improvement. Employees are trained in safe practices to be followed at the workplace. The Company conducts routine mock drills for emergency scenarios with the active involvement of its staff and the gaps, if any, are immediately addressed for closure. All the incidents/near miss are investigated thoroughly and corrective actions are implemented across the locations. Walkthrough rounds by managers are conducted and each area of the factory is visited regularly.

During the year company conducted 5,252 hours of training in following departments :-

a)	Safety & Environment:	576
b)	Production:	2,544
c)	Engineers and Project Engineers:	456
d)	QC R&D:	1,392
e)	Admin, Purchase, Store, IT:	284

Health

Health of employees is of utmost importance and periodic medical check-up of employees is done to monitor their health. We believe that accidents and occupational health hazards can be significantly reduced through a systematic analysis and control of risks and by providing appropriate training to the employees. Regular work area monitoring to check concentration of chemicals, noise level, and quality of air at manufacturing locations is carried out as per statutory requirement. The Company also have equipped Occupation Health Centre with a Doctor, appropriate staff and equipped with ambulance at the manufacturing sites. We have a team of employees trained in first aid facility who use their acquired skills while on duty. COVID-19 related precautions and safety protocols of temperature sensing, wearing of safety gears like masks, goggles, face shields, social distancing, sanitising and washing hands are being adhered to very stringently. The offices and manufacturing facilities are regularly sanitised so that our employees are safe and secure.

Environment

Environment protection and adherence to statutory pollution control norms is of high priority for our company. We believe that our facilities possess adequate effluent treatment processes and minimise any contamination of the surrounding environment or pollution. As part of our efforts to minimise effluent discharge and encourage sustainable and environmentally conscious manufacturing processes, we have invested in renewable energy projects, including installing solar panels for generating electricity.

i) We regularly monitor air emissions from our activities as per statute. Projects are undertaken for reduction of emissions. Advanced air emission mitigation measures like Electrostatic Precipitator and scrubbers are provided to reduce stack emissions from Boilers.

ii) We have full-fledged integrated Effluent Treatment Plant with inbuilt redundancy at various stages of treatment. Segregation of Effluent streams on basis of pollution strength and provision of appropriate treatment pathway has been the area of top priority. We maintain outlet standards within the prescribed limits. We recycle majority of our effluent at Kurkumbh by installing Reverse Osmosis (RO)/Multi Effect Evaporator (MEE). An Environment friendly STP has been installed and treated sewage is used for gardening. Your Company undertakes many GO GREEN activities at the plant.

iii) Solid wastes are sent to the Authorised Hazardous waste disposal facility for waste management.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance and is done on a regular basis. In and around Kurkumbh, Tal. Daund and other nearby villages the Company has developed 94,731 sq.m green belt and planted approx 14000 various species of plants.

v) The company has been certified as "GreenCo Silver Rating" by Confederation of Indian Industry.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties during the financial year were in ordinary course of business and at armâs length basis, which were approved by the Audit Committee. The Board has approved a policy for related party transactions which is available on the Companyâs website at www.cleanscience.co.in/company-policies The particulars of contracts or arrangements made with related parties pursuant to Section 188 is covered in Notes to the Financial Statements and material contracts / arrangements made with related parties is given in Form AOC-2 which is attached as Annexure IV to this report. None of the transactions with any of the related parties were in conflict with the interest of the Company.

The particulars of loans/advances/investments etc., required to be disclosed pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are furnished as a part of the Financial Statements. The transaction(s) of the Company with any person or entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

20. BOARD AND ITS COMMITTEES

During the Financial Year 2021 22, 8 (Eight) Board Meetings were held. For details of composition and meetings of the Board and its committees, please refer the Corporate Governance Report forming part of this report.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company had spent ''41.15 million in carrying out CSR activities in the following areas:-

a) Promoting Health Care, and facilities for women, orphan childrenâs, day care centres,

b) Promoting Education,

c) Environment sustainability and protection of flora and fauna,

Further, in terms of Section 135 read with Schedule VII of the Companies Act, 2013, and Rules made thereunder the details of CSR activities undertaken by the Company are attached to this report as Annexure V. The CSR Policy of the Company is in terms of Companies (Corporate Social Responsibility) Rules, 2014 and is available on the Companyâs website at www.cleanscience.co.in/company-policies

22. NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy to formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/ non executive/ independent), key managerial personnel and other employees Nomination and Remuneration Policy is placed on the website of the Company https://www.cleanscience.co.in/company-policies

23. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

The Company has in place a risk management framework and policy that provides an all-inclusive approach to safeguard the organisation from various risks, both operational and strategic through adequate and timely actions. It is designed to anticipate, evaluate and mitigate the risks that could materially impact the business objectives. The potential risks are identified and mitigation measures are implemented to address the same.

In terms of the of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee has been constituted with responsibility to formulate risk management policy, identify, monitor, mitigate and oversee implementation of the risk management policy, including evaluating the adequacy of risk management and internal control systems, ensure appropriate methodology, processes and systems that are in place, review the risks considering the changing industry dynamics, evolving complexity and keep the board informed about the nature and content of its discussions, recommendations and actions to be taken on a regular basis. The Risk Management Policy of the Company is available on the Companyâs website at https://www.cleanscience.co.in/company-policies.

The Company has in place adequate internal financial controls over financial reporting. It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and business processes followed by the Company. Internal financial controls and their adequacy are included in the Management Discussion and Analysis, forming part of this report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant material orders were passed by the Regulators/ Court which would impact the going concern status of the Company and its future operations. With reference to a compounding application filed by the Company on 21^st June, 2021, with Honâble Regional Director, Western Region Mumbai in relation to allotment of sweat equity shares contrary to the provisions of Section 79A of the Companies Act 1956 read with Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003, The Regional Director levied a compounding fees of '' 2 Lacs on the Company and '' 50,000 on Mr. Ashok R. Boob, Managing Director of the Company, which was duly paid. The impact of this compounding fees on the financial statement is negligible.

25. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made thereunder, M/s B S R & Co, LLP Chartered Accountants, (Firm Regn. No.: 101248W/W-100022) were appointed as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of 16^th Annual General Meeting, till the conclusion of the 21^st Annual General Meeting of the Company to be held in 2024.

The Companies (Amendment) Act, 2017, has amended Section 139(1) of the Companies Act, 2013, effective from 7^thMay 2018, whereby first proviso to Section 139(1) has been omitted which provided for ratification of appointment of Auditors by members at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the ensuing Annual General Meeting. Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Statutory Auditors have confirmed that they are eligible to continue as Auditors. The notes to the Audited Financial Statements referred to in the Auditorâs Report are self-explanatory and hence do not call for any further comments.

The Auditorâs Report does not contain any qualifications, reservations, adverse remarks or disclaimer and is enclosed with the financial statements in this Annual Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors had, appointed M/s J. B. Bhave & Co., Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year ending 31^st March, 2022.

The Secretarial Audit Report for financial year 31^st March, 2022 is attached herewith and forms part of this report as Annexure VI. The report does not contain any qualification, reservation or adverse remark.

c) Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year.

The Board has on the recommendation of the Audit Committee appointed M/s Dhananjay V Joshi & Associates, Cost Accountants, (Firm Registration No. 000030) as the Cost Auditors of the Company for conducting the cost audit of the

Company for the Financial Year 2021-22 and they have been re-appointed as Cost Auditors of the Company for the Financial Year 2022-23.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification. Accordingly, resolution seeking Members ratification for the remuneration payable to M/s Dhananjay V. Joshi & Associates as Cost Auditors for Financial Year 2022-23 is included in the Notice convening Annual General Meeting.

M/s Dhananjay V. Joshi & Associates have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and Rules made thereunder and have also certified that they are free from any disqualifications specified under Section 141(3) and other applicable provisions of the Companies Act, 2013.

Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013 and rules made thereunder has been made and maintained.

d) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors appointed M/s Aneja & Associates, Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company.

26. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

During the year under review, Company made investments, the details of which are given under Note No. 6 and 10 of the Notes to Standalone Financial Statements of the Company for the year ended 31^st March, 2022.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company Mr. Sanjay Kothari (DIN- 00258316) Non-Executive and Non-Independent Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Further, members of the Company vide Postal Ballot resolution dated 17^th March, 2022 approved continuation of employment of Mr. Ashok Ramnarayan Boob for his remaining period i.e. upto 27^th July, 2022 as Managing Director who has attained the Age of 70 years and his further re-appointment as Managing Director by way of special resolution for a period of 5 years w.e.f. 28^th July, 2022 to 27^th July, 2027.

In terms of the Regulation 17(6) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the shareholders vide Postal Ballot resolution dated 17^th March, 2022 approved payment of aggregate annual remuneration in excess of 5% of net profit of the Company in a year collectively to all Executive Directors who are promoters of the Company for their respective term of appoinment.

Key Managerial Personnel

During the year there were no changes in the key Managerial Personnel of the Company.

29. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

A formal evaluation of the performance of the Board, its Committees and the Individual Directors was carried out for Financial Year 2021-22. The evaluation was carried out using individual questionnaires covering, amongst others, contribution to areas impacting companyâs performance, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in the Board and Committee meetings. In addition to the above the Executive Directors were evaluated based on annual targets, financial and operational controls, risk management, business strategies, succession planning, core governance and compliance management. The performance of individual Directors, performance of the Board / Committee was also discussed at the Board meeting held on 28^th May, 2022. The preformance evalution of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluted. The Board expresed satisfaction in respect thereof.

30. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

During the year, the Independent Directors of the Company were familiarised and the details of familiarisation programme imparted to them had been hosted on website of the Company and web link thereto is https://www.cleanscience.co.in/ corporate-governance

31. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.

32. AWARDS AND RECOGNITION

The Company was selected as the Winner of Business Excellence Awards in the category of "Chemicals and Pharmaceuticals - Mid- Corporate awarded by Dun & Bradstreet (NYSE: DNB), on the ''Business Enterprises of Tomorrow 2021â event to recognise the achievements of Indiaâs SMEs and Mid-Corporates.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism as a part of Whistle Blower Policy required under Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides a mechanism for its Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud, actual violation of Companyâs Code of Conduct. It also provides for adequate safeguards against victimisation of persons who avails this mechanism and allows direct access to the Chairman of Audit Committee in exceptional cases. The said policy has been hosted on website of the Company and web link thereto is https://www.cleanscience.co.in/company-policies

34. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2022 is available on the Companyâs website at https://www.cleanscience.co.in

35. EMPLOYEES

a) CSTL ESOS 2021

In terms of Regulation 14 read with Part F of Schedule - I of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 the details of Clean Science and Technology Limited Employee Stock Option Scheme 2021 (CSTL ESOS 2021) is attached as Annexure VII which forms part of this report.

A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI Regulations, shall be placed at the ensuing Annual General Meeting for inspection of the members. A copy of the same will also be available for inspection at the Companyâs Registered Office.

The Company had made an application in April, 2022 to BSE and NSE for granting in-principle approval for CSTL ESOS 2021. The CSTL ESOS 2021 comprises of 100,000 options to be granted to Eligible Employees of the Company. Since allotment of shares to employees would result in dilution in Promoter Shareholding to a marginal extent, the Company made an application to SEBI to grant approval to allot shares under CSTL ESOS 2021 and to consider it as one of the option to meet Minimum Public Shareholding obligation under SEBI Circular SEBI/HO/CFD/CMD/CIR/P/43/2018 dated 22^nd February, 2018. Approval from SEBI is awaited, as on the date of this report.

b) Disclosure under Section 197 of the Companies Act, 2013

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached to this report as Annexure VIII and IX of the Boardâs Report.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy.

The Company has duly constituted internal complaint committee as required under the provisions Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the committee. The Company is committed to provide safe and conducive work environment to all its employees and associates.

37. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that its employees are the key to driving sustainable performance and developing competitive advantage. The HR policies and procedures of your Company are geared towards nurturing and development of Human Capital. The Company had 438 permanent employees as on 31^st March, 2022. Your Company has transparent processes for rewarding performance and retaining talent. Skill Gap Analysis and other systems are also in place to identify the trainings required. Employee relations at all locations continued to remain cordial. Your Directors wish to acknowledge the sincere and dedicated efforts of the employees of the Company and would like to thank them for the same.

38. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank various Government Authorities, Central and State Governments and Shareholders for their support, continuous co operation and guidance. Your Board appreciates the relentless effort of the Management Team and employees who steers the Company in achieving its goals and gratefully acknowledge their contribution to the Company. Your Directors also take this opportunity to express their gratitude for the valuable assistance and the trust placed by the Bankers, Lenders, Vendors, Customers, Shareholders, Advisors, Rating Agencies, Stock Exchanges and the general public towards the Company.

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Directors Report of Clean Science & Technology Ltd.

1. | FINANCIAL HIGHLIGHTS

2. | (A) FINANCIALS

(B) BUSINESS OUTLOOK

3. | DIVIDEND

4. | CAPITAL STRUCTURE

5. | EMPLOYEE STOCK OPTION SCHEME 2021

6. | SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

Investment in Clean Fino-Chem Limited

7. | RESERVES

8. | DEPOSITS

9. | DIRECTORS'' RESPONSIBILITY STATEMENT

10. | CORPORATE GOVERNANCE

11. | MANAGEMENT DISCUSSION AND ANALYSIS

12. I BUSINESSRESPONSIBILITYANDSUSTAINABILITY

REPORT

13. | INSURANCE

14. | CHANGE IN THE NATURE OF BUSINESS, IF ANY

15. I MATERIALCHANGESANDCOMMITMENTS,IFANY,

AFFECTING THE FINANCIAL POSITION OF THECOMPANY

16. I CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

17. | SAFETY, HEALTH AND ENVIRONMENT

Safety

During the year Company conducted 18,470 hours oftraining in following departments: -

Health

Environment

â¢ Significant Achievements in Sustainability:

â¢ Reducing fresh water consumption: The

18. I CONTRACTSORARRANGEMENTSWITHRELATEDPARTIES

19. | BOARD AND ITS COMMITTEES

20. | CORPORATE SOCIAL RESPONSIBILITY

21. | NOMINATION AND REMUNERATION POLICY

22. I RISK MANAGEMENT AND INTERNAL FINANCIALCONTROLS

Risk Management

Internal Financial Controls

23. I SIGNIFICANT AND MATERIAL ORDERS PASSED

24. | AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

b) Secretarial Auditor

c) Cost Auditors

d) Internal Auditors

25. | REPORTING OF FRAUDS BY AUDITORS

26. I PARTICULARS OF LOANS, GUARANTEES,

INVESTMENTS AND SECURITIES

27. | DIRECTORS AND KEY MANAGERIAL PERSONNEL

28. I ANNUAL EVALUATION OF BOARD OF DIRECTORS,

ITS COMMITTEES AND INDIVIDUAL DIRECTORS

29. I FAMILIARISATION PROGRAMME FOR-1 INDEPENDENT DIRECTORS

30. | DECLARATION BY INDEPENDENT DIRECTORS

31. | AWARDS AND RECOGNITION

32. | VIGIL MECHANISM / WHISTLE BLOWER POLICY

33. | ANNUAL RETURN

34. | EMPLOYEES

35. I DISCLOSURE UNDER SEXUAL HARASSMENT-OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

36. | HUMANRESOURCESANDINDUSTRIALRELATIONS

37. | APPLICATION MADE OR ANY PROCEEDING

PENDINGUNDERINSOLVENCYANDBANKRUPTCY

CODE

38. | DETAILS OF DIFFRENCE BETWEEN AMOUNT OF

VALUATIONS

39. | COMPLIANCE WITH SECRETARIAL STANDARDS

40. | TRANSFEROFAMOUNTSTOINVESTOREDUCATION

AND PROTECTION FUND

41. | ACKNOWLEDGEMENTS

Ashok R. Boob Krishnakumar R Boob

| FINANCIAL HIGHLIGHTS:

| (A) FINANCIALS

(B) BUSINESS OUTLOOK

| DIVIDEND

| CAPITAL STRUCTURE

| EMPLOYEE STOCK OPTION SCHEME 2021

| CHANGE IN REGISTERED OFFICE OF THE COMPANY

| SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

Investment in Clean Fino-Chem Limited

Investment in Clean Organics Private Limited

|RESERVES

| DEPOSITS

| DIRECTORS'' RESPONSIBILITY STATEMENT

AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

During the year Company conducted 18,470 hours of
training in following departments: -

â¢ Significant Achievements in Sustainability:

â¢ Reducing fresh water consumption: The

18. I CONTRACTSORARRANGEMENTSWITHRELATED
PARTIES

22. I RISK MANAGEMENT AND INTERNAL FINANCIAL
CONTROLS

29. I FAMILIARISATION PROGRAMME FOR
-¹ INDEPENDENT DIRECTORS

35. I DISCLOSURE UNDER SEXUAL HARASSMENT
-OF WOMEN AT WORKPLACE (PREVENTION,