Chemcon Speciality Chemicals Ltd Directors Report

To,

The Members,

Chemcon Speciality Chemicals Limited

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

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company for the year ended March 31, 2024, is summarised below: (Rs. in Lakhs)

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

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

STATE OF COMPANYS AFFAIR:

During the financial year under review, the Company witnessed a decline in sales, reporting Rs. 26,709.21 Lakhs, down from Rs. 30,288.47 Lakhs in the previous year. Profit Before Tax (PBT) also decreased, reaching Rs. 2,625.76 Lakhs, compared to Rs. 7,415.14 Lakhs in the prior year. Similarly, Profit After Tax (PAT) fell to Rs. 1,919.30 Lakhs, a significant drop from Rs. 5,511.01 Lakhs in the previous financial year. As a result, Earnings Per Share (EPS) for FY 2023-24 declined to Rs. 5.24, compared to Rs. 15.04 in the preceding year. The decline in margins can be attributed to several challenges, including supply chain disruptions, chip shortages, rising inflation, increased interest rates, foreign currency fluctuations, geopolitical conflicts, higher employee costs, and increased costs of goods sold due to material price hikes. In response to these inflationary pressures, we implemented cost optimization strategies and enhanced cost control measures.

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

DIVIDEND:

The directors have thought fit to plough back the profit in operations for providing long-term working capital and hence, opted not to declare any dividend for the financial year ended March 31, 2024. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (LODR) Regulations, 2015 is available on the Companys website at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies/

UNPAID / UNCLAIMED DIVIDEND:

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

TRANSFER TO RESERVE:

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

SHARE CAPITAL:

As on March 31, 2024:

The Authorised Share Capital of the Company was INR 50,00,00,000/- (INR Fifty Crores Only) divided in to 5,00,00,000 (Five Crores) Equity Shares of INR 10/- (INR Ten only) each; and The Issued, subscribed and Paid-up Share Capital of the Company was INR 36,63,07,010/- (INR Thirty-Six Crores Sixty-Three Lakhs Seven Thousand and Ten only) divided into 3,66,30,701 (Three Crores Sixty-Six Lakhs Thirty Thousand Seven Hundred and One) Equity Shares of INR 10/- (INR Ten Only) each. During the financial year ended March 31, 2024, the Company has not bought back any of its securities, has not issued any Sweat Equity Shares or Bonus Shares and has not provided any Stock Option Scheme to the employees. Further, the Company has not raised any funds through preferential allotment or qualified institutions placement during the financial year ended March 31, 2024.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

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

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

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

A. Resignations during the financial year 2023-24:

Mr. Samir Chandrakant Patel (DIN: 00086774) stepped down from his role as an independent director at the Company, with effect from May 13, 2023, due to personal reasons and other business commitments. Mr. Pradeep Vishambhar Agrawal (DIN: 00048699) resigned from the position of independent director of the company with effect from June 26, 2023, due to many other engagements and occupations. The Board placed on record their appreciation for the assistance and guidance provided by them during their tenure as Independent Directors of the Company.

B. Appointments during the financial year 2023-24:

During the financial year 2023-24, Mr. Pankaj Amritlal Shah (DIN: 10417855) and Mr. Lalit Ramniklal Mehta (DIN: 00903743) were appointed as an Additional Directors (Non-Executive, Independent) by the Board of Directors at their meeting held on December 16, 2023. Further, the Company had sought the approval of Shareholders on the Business as set out below and as contained in the Postal Ballot Notice dated December 16, 2023 ("Postal Ballot Notice"), by passing the said resolutions through Postal Ballot, only by way of remote e-voting process:

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

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

C. Changes in the Board of Directors between the period from the closure of the Financial Year till the date of this report: Appointment of Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as an Additional Director.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 3, 2024, appointed Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as an Additional Director of the Company who holds office with effect from August 3, 2024 upto the date of ensuing Annual General Meeting of the Company. Mr. Naresh Vijaykumar Goyal is eligible for appointment as a Director of the Company, thus, shareholders approval by way of ordinary resolution is sought at the ensuing Annual General Meeting for appointment of Mr. Naresh Vijaykumar Goyal as a Director on the Board of the Company who shall not be liable to retire by rotation. A brief profile of Mr. Naresh Vijaykumar Goyal along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his appointment.

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

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 3, 2024, approved the appointment and remuneration of Mr. Naresh Vijaykumar Goyal (DIN: 00139277) as the Joint Managing Director of the Company for a period of 3 (Three) years beginning from August 3, 2024, till August 2, 2027, subject to the approval of the members. Accordingly, shareholders approval is sought at the ensuing Annual General Meeting of the Company for appointment & remuneration of Mr. Naresh Vijaykumar Goyal as a Joint Managing Director of the Company, who shall not be liable to retire by rotation, for a period of 3 (Three) years beginning from August 3, 2024, till August 2, 2027.

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

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

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

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

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

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

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

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

Appointment of Mr. Ketan Bhailal Shah (DIN: 00058966) as an Additional Director (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 22, 2024, appointed Mr. Ketan Bhailal Shah (DIN: 00058966) as an Additional Director (Non-executive and Independent) of the Company who holds office with effect from August 22, 2024, upto the date of ensuing Annual General Meeting of the Company. Further, Mr. Ketan Bhailal Shah was appointed as Independent Director for a term of five years commencing from August 22, 2024. Pursuant to Regulation 17 and Regulation 25 of SEBI (LODR) Regulations, 2015, the appointment of an independent director shall be approved by the shareholders at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier by way of a special resolution. Also, Mr. Ketan Bhailal Shah is eligible for appointment as an Independent Director of the Company. Accordingly, shareholders approval by way of a special resolution is sought at the ensuing Annual General Meeting for the appointment of Mr. Ketan Bhailal Shah as an Independent Director for a term of five years commencing from August 22, 2024, who shall not be liable to retire by rotation. A brief profile of Mr. Ketan Bhailal Shah along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company. The Board recommends his appointment.

D. Retirement by Rotation:

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

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

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

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

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

The Board of Directors at their meeting held on August 22, 2024, has also approved the remuneration payable to Mr. Kamalkumar Rajendra Aggarwal, Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit, subject to the approval of the members. Accordingly, shareholders approval is sought at the ensuing Annual General Meeting of the Company for re-appointment & remuneration of Mr. Kamalkumar Rajendra Aggarwal as a Managing Director of the Company, who shall not be liable to retire by rotation, and reappointment & remuneration of Mr. Rajesh Chimanlal Gandhi and Mr. Himanshu Prafulchandra Purohit as the Whole-time Directors of the Company, who shall be liable to retire by rotation, for a period of 3 (Three) years beginning from May 1, 2025, till April 30, 2028. A brief profile of the Managing Director and Whole-time Directors seeking re-appointment along with additional information required under Regulation 36(3) of SEBI (LODR) Regulations, 2015, and Secretarial Standard on General Meetings is provided separately by way of Annexure to the Notice convening the 35^th Annual General Meeting of the Company.

F. Declaration by Independent Directors:

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

G. Compliance with the Code of Conduct:

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

H. Familiarisation programme for Independent Directors:

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

MEETINGS OF THE BOARD OF DIRECTORS:

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

COMMITTEES OF THE BOARD:

The Company has duly constituted the following Committees in terms of the provisions of the Companies Act, 2013 read with relevant rules framed thereunder and SEBI (LODR) Regulations, 2015: a. Audit Committee b. Stakeholders Relationship Committee c. Nomination and Remuneration Committee d. Corporate Social Responsibility Committee e. Risk Management Committee

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

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. As of March 31, 2024, the Companys Audit Committee comprised of Mr. Bharat Chunilal Shah as the Chairperson and Ms. Neelu Atulkumar Shah, Mr. Pankaj Amritlal Shah and Mr. Kamalkumar Rajendra Aggarwal as members of the Committee. During the financial year 2023-24, Mr. Samir Chandrakant Patel resigned from the position of independent director and as member of Audit Committee of the company with effect from May 13, 2023. Further, Mr. Pankaj Amritlal Shah was appointed as an Independent Director and as a member of the Audit Committee with effect from December 16, 2023.

B. Stakeholders Relationship Committee:

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

C. Nomination and Remuneration Committee:

Pursuant to Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015, the Company has constituted the Nomination and Remuneration Committee comprising of Mr. Lalit Devidutt Chaudhary as the Chairperson and Ms. Neelu Atulkumar Shah and Mr. Bharat Chunilal Shah as members of the Committee. The Nomination and Remuneration Committee has formulated a policy defining the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees known as Nomination and Remuneration Policy (NRC Policy). The NRC Policy is available on the Companys website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

The salient features of the NRC Policy are as under:

1. Setting out scope and objective of the policy.

2. Defining role of the Committee.

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

4. Identification of criteria of independence for Independent Director.

5. Identifying the entitlement to non-executive Directors.

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

and other employees.

D. Corporate Social Responsibility (CSR) Committee:

The Company has constituted as Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013 and the rules made thereunder. As of March 31, 2024, the CSR Committee of the Company comprised of three members, Mr. Navdeep Naresh Goyal as the Chairperson and Mr. Bharat Chunilal Shah and Mr. Rajveer Kamal Aggarwal as members of the Committee. During the financial year 2023-24, Mr. Pradeep Vishambhar Agrawal resigned from the position of independent director of the Company and as a member of CSR Committee with effect from June 26, 2023. Subsequently, the Board of Director at its meeting held on August 11, 2023, reconstituted the Corporate Social Responsibility Committee by appointing Mr. Rajveer Kamal Aggarwal, Wholetime director of the Company, as member of the CSR Committee. The Company has adopted the Corporate Social Responsibility Policy as recommended by CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy is available on

Companys website at https://cscpl.com/investors-relations/shareholder-information/disclosure-policies/.

In accordance with the provisions of Section 135(5) of the Companies Act, 2013, the Company had a Corporate Social Responsibility (CSR) obligation of Rs. 155.42 Lakhs for the financial year 2023-24. During the year ending March 31, 2024, the Company spent Rs. 53.61 Lakhs on various CSR initiatives. The remaining unspent amount of Rs. 101.81 Lakhs is required to be transferred to a fund specified in Schedule VII within six months of the end of the financial year. Accordingly, the Company shall transfer this amount on or before September 30, 2024. A detailed Annual Report on CSR activities for the financial year 2023-24, prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - I to this report.

E. Risk Management Committee:

The Risk Management Committee (RMC) of the Company is constituted in line with the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015. As of March 31, 2024, The Risk Management Committee of the Company comprised of three members, Mr. Rajesh Chimanlal Gandhi as the Chairperson and Ms. Neelu Atulkumar Shah and Mr. Himanshu Prafulchandra Purohit as members of the Committee. During the financial year 2023-24, Mr. Samir Chandrakant Patel resigned from the position of independent director of the Company and as a member and chairman of Risk Management Committee with effect from May 13, 2023. Subsequently, The Board of Director at its meeting held on August 11, 2023, reconstituted the Risk Management Committee by appointing Ms. Neelu Atulkumar Shah, Independent Director, as a member of the committee and designated Mr. Rajesh Chimanlal Gandhi as Chairperson of the committee.

The Board of Directors periodically evaluates the processes for Risk Identification and Risk Mitigation. The management of the Company has duly adopted the Risk Management Policy to articulate the Companys approach and expectations in relation to the management of risk across the organisation. The Risk Management Policy is available on Companys 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 Companys Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company have been denied access to the Chairman of the Audit Committee.

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

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors have carried out annual performance evaluation of the Board as a whole, Board Committees, Individual Directors and Independent Directors on the basis of criteria laid down in Performance Evaluation Policy of the Company. The performance of Independent Directors, Non-executive Directors, Executive Directors, Whole-time Directors, Managing Directors and Chairperson was evaluated by all the members of the Nomination and Remuneration Committee (other than the member evaluating) on the basis of criteria laid down in Performance Evaluation Policy. As required under Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson, 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 30^th Annual General Meeting ("AGM") held on June 14, 2019, approved the appointment of M/s. K C Mehta & Co, Chartered Accountants, (now known as M/s. K C Mehta & Co LLP) as the Statutory Auditors of the Company for a period of five years from the conclusion of the said 30^th AGM till the conclusion of 35^th AGM. Accordingly, the tenure of M/s. K C Mehta & Co LLP shall end at the conclusion of the 35^th AGM. The Board places on record the highest sense of appreciation for the valuable services rendered by them as the Statutory Auditors of the Company during their association with the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, proposes the appointment of M/s. Shah Mehta & Bakshi, Chartered Accountants (FRN 103824W), as the Statutory Auditors of the Company for a period of five years, from the conclusion of the 35^th AGM until the conclusion of the 40^th AGM of the Company. The Company has received a certificate from M/s. Shah Mehta & Bakshi, Chartered Accountants (FRN. 103824W), confirming that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the Section 139(1), 141(2) and 141(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

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

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

Accordingly, the board is not required to provide any explanation or comments in terms of Section 134(3)(f)(i) of the Companies Act, 2013. Further, there are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013, for the financial year ended March 31, 2024.

Cost Auditor:

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has reappointed, M/s Chetan Gandhi & Associates, Cost Accountants (Firm Registration No. 101341) as the Cost Auditor of the Company for the financial year 2024-25. The remuneration payable to the Cost Auditor is required to be ratified by the Shareholders at the ensuing AGM and accordingly, a resolution seeking ratification has been included in the Notice convening the 35^th AGM. The Company has made and maintained necessary cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark and has been furnished to the Central Government within the prescribed time limits.

Secretarial Auditor:

Pursuant to provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended or re-enacted from time to time), and as recommended by the Audit Committee, M/s. Rathod & Co, Practicing Company Secretaries, were re-appointed as Secretarial Auditor by the Board for conducting the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year 2023-24 as provided by M/s. Rathod & Co, Practicing Company Secretaries, is appended as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. In accordance with SEBI Circular dated 8 February 2019 read with Regulation 24A of SEBI (LODR) Regulations, 2015, the Company has obtained an Annual Secretarial Compliance Report from M/s. Rathod & Co, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2023-24. The Annual Secretarial Compliance Report for abovesaid financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year. M/s. Rathod & Co, Practising Company Secretaries, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to the Report on Corporate Governance which forms part of the Annual Report.

Internal Auditor:

The Internal Auditor of the Company is appointed by the Board on yearly basis, on the recommendation of the Audit Committee. The findings of internal audit are reported by the Internal Auditor to the Audit Committee on a periodic basis. M/s Kulin Shah & Associates, Chartered Accountants, (FRN: 139661W), are appointed as the Internal Auditors of the Company to conduct the internal audit for the financial year 2024-25.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that: a. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there is no material departures; b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2024, and of the profit and loss of the company for that period; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

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

CORPORATE GOVERNANCE:

As per Regulation 34 read with Schedule V(C) of SEBI (LODR) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company is included in the Annual Report. A Certificate from M/s. Rathod & Co, Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance is appended as Annexure V.

ANNUAL RETURN:

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

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

INTERNAL FINANCIAL CONTROLS:

Internal Financial Controls are an integral part of the risk management process. The Company has adequate internal financial controls in place to address financial and financial reporting risks. The internal financial controls with reference to the financial statements are commensurate with the size and nature of business of the Company. This internal financial control system of the Company is being checked by the Internal Auditors. The system helps in improving operational and financial efficiency of the Company, safeguarding of assets and prevention and detection of frauds, if any. No material observations have been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls. During the financial year 2023-24, the Company has tested its controls and the same are effectively working. Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, is provided by the Statutory Auditor of the Company and forms part of the Independent Auditors Report.

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

The Company has zero tolerance for sexual harassment at workplace and has set up an Internal Complaints Committee to consider and resolve all complaints relating to sexual harassment to its women employees at workplace. The Company has taken various initiatives to ensure a safe and healthy workplace for its women employees. The Company has also adopted a policy for prevention of Sexual Harassment of Women at workplace pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaints of sexual harassment were received by the Company during the financial year 2023-24.

CREDIT RATING:

As of the financial year ended March 31, 2024, the Company had a Long-Term Rating of CRISIL BBB+/Negative (Outlook revised from ‘Stable; Rating Reaffirmed). The Credit Rating Letter is available on the website of the Company at, https://cscpl.com/wp-content/uploads/investors-relations/credit-ratings/crisil-ratings_sep-23.pdf The Company has also submitted the disclosure in respect of the above to both the exchanges where the shares of the Company are listed, namely, BSE Limited and National Stock Exchange of India Limited as required under Regulation 30 of SEBI (LODR) Regulations, 2015.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into by the Company with the Related Parties, during the financial year 2023-24, were on an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. All Related Party Transactions are appropriately approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the name of the Related Party, nature and value of the transactions. During the year under review, there were no material contracts or arrangement, or transactions entered into by the Company with related parties hence, there were no transactions with Related Parties during the year which are required to be reported in Form AOC-2. Disclosure of all the transactions entered by the Company with related parties are set out in Note No. 27(e) of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards. In terms of the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has adopted a Policy on Related Party Transactions which is available on the website of the Company at https://cscpl.com/investors-relations/disclosure-under-regulation-46-of-the-lodr/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY:

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

DEPOSITS:

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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

ISO CERTIFICATE:

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

INDUSTRIAL RELATIONS:

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

INSURANCE:

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

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

GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section

43(a)(ii) of the Companies Act, 2013. b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable. c. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable. e. The Company has not made any application and there are no pending proceedings under the

Insolvency and Bankruptcy Code, 2016. f. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2023-24.

ACKNOWLEDGEMENT:

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

	For and on behalf of the Board
	Chemcon Speciality Chemicals Limited
	Kamalkumar Rajendra Aggarwal
Place: Vadodara	Chairman & Managing Director
Date: August 22, 2024	DIN: 00139199