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

FINANCIAL SUMMARY AND HIGHLIGHTS:

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

(Rs. in Lakhs)

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

STATE OF COMPANY'S AFFAIR:

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

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

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

DIVIDEND:

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

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

UNPAID / UNCLAIMED DIVIDEND:

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

TRANSFER TO RESERVE:

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

As on March 31, 2025:

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

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

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

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

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

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

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

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

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

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

till the date of this report:

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

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

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

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

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

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

C. Retirement by Rotation:

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

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

D. Declaration by Independent Directors:

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

E. Compliance with the Code of Conduct:

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

F. Familiarisation programme for Independent Directors:

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

MEETINGS OF THE BOARD OF DIRECTORS:

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

COMMITTEES OF THE BOARD:

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

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

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

A. Audit Committee:

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

B. Stakeholders Relationship Committee:

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

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

C. Nomination and Remuneration Committee:

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

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

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

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy.

2. Defining role of the Committee.

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

4. Identification of criteria of independence for Independent Director.

5. Identifying the entitlement to non-executive Directors.

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

D. Corporate Social Responsibility (CSR) Committee:

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

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

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

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

E. Risk Management Committee:

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

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

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

VIGIL MECHANISM:

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

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

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

PERFORMANCE EVALUATION:

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

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

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

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

AUDITORS:

Statutory Auditor:

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

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

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

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

Cost Auditor:

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

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

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

Secretarial Auditor:

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

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

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

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

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

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

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

Internal Auditor:

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

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

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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

CORPORATE GOVERNANCE:

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

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

ANNUAL RETURN:

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

INTERNAL FINANCIAL CONTROLS:

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

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

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

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

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

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

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

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

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

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

CREDIT RATING:

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

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

RELATED PARTY TRANSACTIONS:

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

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

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

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

DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

Companies Act, 2013.

ISO CERTIFICATE:

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

INDUSTRIAL RELATIONS:

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

INSURANCE:

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY:

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

GENERAL DISCLOSURES:

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

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

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

c. The Company does not have any scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees.

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

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

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

ACKNOWLEDGEMENT:

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

For and on behalf of the Board
Chemcon Speciality Chemicals Limited

Kamalkumar Rajendra Aggarwal

Place: Vadodara Chairman & Managing Director

Date: August 5, 2025 DIN: 00139199