Your Directors’ take pleasure in presenting the Annual Report on the business and operations of your Company together with the
audited financial statements for the year ended 31st March, 2025.

Financial Results and State of Affairs

Your directors are pleased to inform that the Composite Scheme of Arrangement between Chembond Material Technologies
Limited (formerly Chembond Chemicals Limited) (“Demerged Company” / “Transferee Company”) and Chembond Chemicals
Limited (formerly Chembond Chemical Specialties Limited) (“Resulting Company”) and Chembond Clean Water Technologies
Limited (“Transferor Company No. 1” Or “CCWTL”) and Chembond Material Technologies Private Limited (“Transferor Company
No. 2” Or “CMTPL”) and Phiroze Sethna Private Limited (“Transferor Company No. 3” Or “PSPL”) and Gramos Chemicals (India)
Private Limited (“Transferor Company No. 4” Or “GCIPL”) and their respective shareholders has been sanctioned by the Hon’ble
National Company Law Tribunal, Mumbai Bench (NCLT) vide its order dated April 7, 2025 and certified copy of the order was
received by Demerger Company on April 22, 2025. The Scheme of Arrangement became effective upon filing the NCLT order with
the Registrar of Companies on May 3, 2025. In accordance with the Scheme, the ‘Appointed Date’ is April 1,2024.

The restated financial performance of your Company is as summarized below for the year under review:

solutions for water treatment, industrial and institutional
cleaning and hygiene, and high-performance construction
chemicals.

Dividend

The Board of Directors has recommended a final dividend
of T1.25 per share for the financial year ended 31^st March
2025. This includes a special dividend of T0.50 per share to
commemorate the 50^th anniversary of the founding of the
Chembond Group.

Change in the Nature of Business

Except for the realignment resulting from the implementation
of the Composite Scheme of Arrangement duly approved by the
NCLT, Mumbai vide their order dated April 7, 2025 there is no
other change in the nature of business or the business line of
the Company. We are engaged in the manufacturing and sales
of specialty chemicals. Your Company offers comprehensive

Composite Scheme of Arrangement

The Board of Directors of the Company at its meeting held on 12^th
December 2023 approved the Composite Scheme of Arrangement
between:

1. Chembond Chemicals Ltd, now known as Chembond Material
Technologies Ltd ("Demerged Company"/ "Transferee
Company"), and

2. Chembond Chemical Specialties Ltd, now known as
Chembond Chemicals Ltd ("Resulting Company"), and

3. Chembond Clean Water Technologies Ltd ("Transferor
Company No. 1" or "CCWTL"), and

4. Chembond Material Technologies Pvt Ltd ("Transferor
Company No. 2" or "CMTPL"), and

5. Phiroze Sethna Pvt Ltd ("Transferor Company No. 3" or
"PSPL"), and

6. Gramos Chemicals (India) Pvt Ltd ("Transferor Company no.
4" or "GCIPL"), and

7. their respective shareholders under Section 230-232 and
other applicable provisions of the Act.

The Scheme envisages the transfer of the construction chemicals
and water treatment ("CC & WT") businesses to its wholly
owned subsidiary ("WOS") Chembond Chemical Specialties
Ltd (since renamed as Chembond Chemicals Ltd) by way of
demerger and, post demerger amalgamation of CCWTL with the
Resulting Company. The National Company Law Tribunal (NCLT)
has approved the scheme vide its order dated April 7, 2025.
The Company has filed INC 28 on May 3, 2025, and accordingly,
the Scheme has become effective from Saturday, May 3, 2025.
Pursuant to Clause 42 of the Composite Scheme of Arrangement,
the name of the Company has been changed from 'Chembond
Chemical Specialties Ltd' to 'Chembond Chemicals Ltd' with effect
from June 24, 2025.

Share Capital

The movement of Equity Capital is as under:

Pursuant to and in accordance to the above-referred NCLT
approved Scheme, the Allotment Committee has allotted
2,68,96,576 (Two Crores Sixty-Eight Lakhs Ninety-Six
Thousand Five Hundred Seventy-Six) new equity shares of

face value T5/- each (Rupees Five) to the eligible shareholders
of Chembond Chemicals Ltd, now known as Chembond
Material Technologies Ltd, (“Demerged Company” ), at a share
entitlement ratio of 1:2 (two new equity share for every one
shares held) as on the record date, which was Friday, May 9,
2025.

The Allotment Committee noted the cancellation and
reduction of the entire pre-Scheme paid-up share capital of
the Resulting Company, comprising 10,000 (Ten Thousand)
fully paid-up equity shares of face value T5/- each (“Resulting
Company Cancelled Shares”), which were held entirely by
Chembond Chemicals Ltd (“Demerged Company”). The
reduction in share capital of the Resulting Company is an
integral part of the scheme in accordance with the provision
section 66 of the Companies Act 2013 and/or any other
applicable provision of the Act without any further act or deed
on the part of Resulting Company and without any approval
or acknowledgement of any third party. With the allotment of
the new equity shares and the cancellation of the Resulting
Company Cancelled Shares, as outlined above, the Resulting
Company will no longer be considered a WOS of the Demerged
Company, in accordance with the provisions of the Scheme.
Your Company has only one class of Equity Shares and it has
neither issued shares with differential rights for dividend,
voting or otherwise, nor issued shares (including sweat equity
shares) to the employees or Directors of the Company, under
any Scheme. No disclosure is required under Section 67(3)(c)
of the Act in respect of voting rights not exercised directly by
the employees or Key Managerial Personnel of the Company
as the provisions of the Section are not applicable.

The Company is in the process of the listing of 2,68,96,576 (Two
Crores Sixty-Eight Lakhs Ninety-Six Thousand Five Hundred
Seventy-Six) new equity shares of face value T5/- each on BSE
Ltd [BSE] and the National Stock Exchange of India Ltd [NSE].
The shares will be listed upon receipt of the requisite listing
and trading approvals from the respective stock exchanges.

Deposits

The Company has not accepted any deposits within the
meaning of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended from time
to time.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Sameer V. Shah (DIN: 00105721)
Non-Executive Director, retires by rotation at the ensuing
Annual General Meeting, and being eligible, has offered
himself for re-appointment. His profile is detailed in the
Corporate Governance Report, which forms a part of this
Annual Report.

Mrs. Rashmi Gavli (DIN: 08001649) resigned as a Non¬
Executive Director with effect from April 1, 2025. The Board
places on record its appreciation for her contributions during
her tenure with the Company.

The Board appointed Mrs. Anuradha Paraskar (DIN: 02331564)
and Prof. Aniruddha B. Pandit (DIN: 02471158) as Independent
Non-Executive Directors of the Company with effect from
April 1, 2025, for a term of five years. The Board appointed
Mr. Sushil U. Lakhani (DIN: 01578957) and Mr. Mahendra
K. Ghelani (DIN: 01108297) as Independent Non-Executive
Directors of the Company with effect from May 6, 2025, for a
period of five years. Their appointments were duly approved by
the Members through an Extraordinary General Meeting by the
requisite majority.

In terms of key managerial changes, the Company appointed
Mrs. Prachi Mahadik as its Chief Financial Officer with effect
from April 1, 2025, and Mr. Kiran Mukadam as its Company
Secretary and Compliance Officer with effect from May 6,
2025.

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, Mr. Nirmal V. Shah, Chairman and Managing
Director; Mrs. Prachi Mahadik, Chief Financial Officer; and Mr.
Kiran Mukadam, Company Secretary and Compliance Officer
are the Key Managerial Personnel of the Company as on the
date of this Report.

Declaration by Independent Directors

All the Independent Directors of the Company have furnished
a declaration to the effect that they meet the criteria of
independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) and Regulation 25 of the Listing Regulations.
The Board opines that all the Independent Directors possess
the integrity, expertise, experience, and proficiency required
to be Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act and the
Listing Regulations, are independent of the management,
and have complied with the Code for Independent Directors
as prescribed in Schedule IV of the Act. Declaration of their
independence as required under the Listing Regulations have
also been received from the Directors.

Policy on Directors appointment and remuneration

The Company has put in place an appropriate policy on
appointment and remuneration of Directors and other matters
provided under Section 178(3) of the Act. This policy is uploaded
on the Company’s website https://www.chembondindia.com/
all-policies/. Salient features of the policy on remuneration of
Directors have been disclosed in the Corporate Governance
section of this Annual Report.

Number of Board Meetings

Four (4) meetings of the Board were held during the year
under review, details of which are furnished in the Corporate
Governance Report forming part of the Annual Report.

Performance evaluation and its criteria

During the year under review, the provisions relating to
the Nomination and Remuneration Committee and the
requirement for a separate meeting of Independent Directors
were not applicable to the Company. Accordingly, the
evaluation of the performance of Non-Independent Directors,
the Board as a whole, and the Chairman was not required.
Correspondingly, the assessment of the quality, quantity, and
timeliness of the flow of information to the Board, as reviewed
by the Independent Directors for the effective and reasonable
discharge of its duties, was also not applicable.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of their knowledge and ability, in respect of the year
ended 31^st March, 2025, confirm that:

(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures;

(b) they had 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 the financial year and of the profit of the Company for
that period;

(c) they took proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

(d) they prepared the annual accounts on a going concern
basis;

(e) they laid down internal financial controls to be followed
by the Company and that such internal financial controls
are adequate and were operating effectively; and

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

Audit Committee

The details in respect of role/powers/composition of the
Audit Committee and other information are included in the
Corporate Governance Report forming part of this Annual
Report.

Statutory Auditor

M/s. Bathiya & Associates, LLP, Chartered Accountants
(FRN:101046W/W100063) name changed to S H B A & CO
LLP were appointed for first term as the Statutory Auditor of
the Company for a period of 5 (five) consecutive years at the
1^st Annual General Meeting (AGM) held on July 20, 2024 until
the conclusion of the 6^th AGM to be held in the FY 2029 at a
remuneration as may be mutually agreed upon by the Board of
Directors and the Statutory Auditor.

The Report given by the Auditors on the financial statements
of the Company is part of this Report. There has been no
modified opinion, qualification, reservation, adverse remark
or disclaimer given by the Auditors in their Report during the
year under review and the observations and comments given
in the report of the Statutory Auditors read together with Notes
to Accounts are self-explanatory and hence do not call for any
further explanation or comments under Section 134 (f)(i) of
the Act.

Reporting of Fraud

During the year under review, the Statutory Auditor, Cost
Auditor and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its officers
or employees, to the Audit Committee under Section 143(12)
of the Act details of which needs to be mentioned in this
Annual Report.

Subsidiaries and Step-down subsidiaries

The Company has been carrying on its domestic and
international operations through its wholly owned subsidiaries,
step-down subsidiaries, and step-down associate Companies.
The details of financial performance of these companies are
given in AOC-I as Annexure A.

Further, pursuant to the provisions of Section 136 of the
Act, the standalone financial statements of the Company,
consolidated financial statements along with relevant
documents and separate audited financial statements in
respect of subsidiaries, are available on the Company’s
website https://www.chembondindia.com/subsidiary-

financials/.

Pursuant to the Composite Scheme of Arrangement and
NCLT order dated April 7, 2025, Chembond Clean Water
Technologies Ltd stands amalgamated on May 3, 2025.

Particulars of Related Party Transactions

All transactions entered into with related parties during the
financial year were in the ordinary course of business and on
arm’s length basis and do not attract the provisions of Section
188(1) of the Act. Suitable disclosures as required by the
Indian Accounting Standards (Ind AS-24) have been made in

the notes to the Financial Statements. The Board has a policy
for related party transactions which has been uploaded on the
Company’s website https://www.chembondindia.com/all-
policies/. Material RPT entered during the year are attached
as Annexure B in Form No. AOC-2, prescribed under the
provisions of Section 134(3)(h) of the Act and Rule 8 of the
Companies (Accounts) Rules, 2014.

The Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required to be disclosed under Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Account) Rules, 2014,
as amended from time to time, are provided in Annexure C.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as
amended from time to time, the Board of Directors of
the Company has duly constituted the Corporate Social
Responsibility (CSR) Committee, adopted CSR policy. The
CSR policy is available on Company’s website at https://www.
chembondindia.com/all-policies/.

During the year, the Company was not subject to the
Corporate Social Responsibility (CSR) spending obligation,
as it did not meet the eligibility criteria prescribed under
Section 135(1) of the Companies Act, 2013. However, the CSR
obligations were applicable to Chembond Water Technologies
Limited (WOS) and Chembond Clean Water Technologies
Limited which was amalgamated with the Company on
May 3, 2025. These companies spent Rs. 47.96 lakhs and
Rs. 8.07 lakhs, respectively, on CSR activities during the financial
year 2024-25 through Visan Trust. The Company has identified
key focus areas for CSR engagement, which are detailed in the
Annual Report on CSR Activities, attached as Annexure D.

Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company
has appointed Mr. Virendra G. Bhatt, Practicing Company
Secretary (C.P. No.: 124) to undertake the Secretarial Audit
of the Company for the year ended 31^st March, 2025. The
Company has received their written consent and confirmation
that the appointment will be in accordance with the applicable
provisions of the Act and rules framed thereunder.

The Secretarial Audit Report in Form MR- 3 for the Financial
Year ended 31^st March, 2025 has been annexed as Annexure
E. The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries

of India (ICSI) during the year under review. There are no
qualification, reservation, adverse remark or disclaimer given
by the Secretarial auditor in their report for the year under
review.

Remuneration to Directors and Key Managerial Personnel

Information regarding Directors’ Remuneration Policy &
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under
sub-section (3) of Section 178 are provided in the Corporate
Governance Report.

Particulars of employees

The statement containing particulars of employees as
required under Section 197 of the Act read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, will be provided
upon request to the Company. None of the employees of
the Company are being paid remuneration exceeding the
prescribed limit under the said provisions and Rules.

In terms of Section 136 of the Act, the Report and Accounts
are being sent to the members and others entitled thereto,
excluding the information on employees’ particulars which
is available for inspection by the members at the registered
office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General
Meeting

Policies and Disclosure Requirements

In terms of the provisions of the Act and the Listing Regulations,
the Company has adopted all the applicable policies. The
policies are available on the website of the Company at
https://www.chembondindia.com/all-policies/.

All Directors and Senior Management Personnel have affirmed
their adherence to the provisions of the Code of Conduct
during the FY 2024-25. The Company’s policy on Directors’
appointment, remuneration and other matters provided
in Section 178(3) of the Act forms part of Nomination and
Remuneration Policy and has been disclosed in the Corporate
Governance Report.

Risk Management

As per the requirements of the Listing Regulations, a Risk
Management Committee was constituted voluntarily with
responsibility of preparation of Risk Management Plan,
reviewing and monitoring the same on regular basis, to identify
and review critical risks on regular basis, to report key changes
in critical risks to the Board on an on-going basis, to report
critical risks to Audit Committee in detail on yearly basis and
such other functions as may be prescribed by the Board. The
Company has its Risk Management Policy in place which is
also displayed on the website of the Company i.e. https://
www.chembondindia.com/all-policies/.

Internal Financial Control System

The Board is responsible for establishing and maintaining
adequate internal financial control as per Section 134 of
the Act. Your Company has in place an adequate system of
internal controls to ensure compliance with various policies,
practices and statutes. The Company maintains robust
internal financial controls systems and processes that are
commensurate with the size, nature, geographical spread and
complexities of its operation both at entity and process levels
of the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year
under review, as stipulated under the Listing Regulations, is
presented , forming part of this Annual Report.

Corporate Governance & Vigil Mechanism

A separate Corporate Governance Report on compliance
with Corporate Governance requirements as required
under Regulation 34(3) read with Schedule V of the Listing
Regulations forms part of this Annual Report. The same has
been reviewed and certified by Mr. Virendra G. Bhatt, Practicing
Company Secretary, the Secretarial Auditor of the Company
and Compliance Certificate in respect thereof is enclosed.

The Company has formulated a Whistle Blower Policy,
details of which are furnished in the Corporate Governance
Report, thereby establishing a vigil mechanism for Directors
and permanent employees for reporting genuine concerns
or grievances, if any, about unethical behaviour, actual or
suspected fraud or violation of Company’s Code of Conduct
or policies. It also provides adequate safeguards against the
victimization of employees and allows direct access to the
chairperson of Audit Committee in appropriate or exceptional
cases. The vigil mechanism / whistle blower policy is available
on Company’s website https://www.chembondindia.com/all-
policies/.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments have been
disclosed in the Financial Statements.

Prevention, Prohibition and Redressal of Sexual
Harassment of Women

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The policy for Prevention of Sexual Harassment at
workplace is available on the website of the Company https://
www.chembondindia.com/all-policies. Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees

(permanent, contractual, temporary and trainees) are covered
under this policy. They are also provided training about the
Act. During the year under review, no complaint was received.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the
year ended 31^st March, 2025 as stipulated under Regulation 34
of the Listing Regulations is not applicable to the Company.

Material changes and commitment

Except as disclosed elsewhere in the Report, there have
been no material changes and commitment affecting (except
mentioned in share capital , name change and scheme of
arrangement related point) , the financial position of your
Company, which have occurred between the end of the
financial year of the Company and the date of this Report.

Significant and Material Orders

During the year under review, there is no pending litigation
against the Company and its Directors. There has been no
significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status of the
Company and its future operations.

Research and Development

The Company recognizes the need to have well-equipped
R&D facilities to meet customer requirements and to develop
cutting edge products. As a natural corollary, your Company
continues to invest in a R&D programme with processes that
suit the business and strategy of the Company.

Acknowledgements

The Board of Directors places on record its sincere appreciation
for the hard work, dedication, and commitment demonstrated
by its personnel across all levels of the organization. The
Board also gratefully acknowledges the continued support
and cooperation extended by the bankers, suppliers, business
partners, members, various government authorities, and all
other stakeholders who have contributed to the Company’s
progress.

By Order of the Board of Director
of Chembond Chemicals Limited

(formerly Chembond Chemical Specialties Limited)

Nirmal Vinod Shah

Chairman & Managing Director

June 30, 2025, Navi Mumbai DIN-00083853