Chemiesynth (Vapi) Ltd

Dear Shareholders,

Your Directors present the 38th Annual Report and Audited Financial Statements of the company for the year ended 31st

March, 2024.

During the year under review, the financial results on the operations of the Company are as under:

Your Company's Total Income during the year under review was Rs. 16,44,37,140/- as compared to Rs. 20,94,47,760/- in the Previous Year. ii. Profits

Loss (before tax) for the year 2023-24 was Rs. 45,09,461/- against Profit before Tax at Rs. 8,139,632/- in the previous year.

Loss (after Tax) for the year 2023-24 stood at Rs. 38,81,369 as against Profit after tax at Rs. 55,54,922/- in the previous year.

Profit of the Company was adversely impacted due to increase in costs, especially, raw materials, labour charges and power and fuel.

However, internally, we will be concentrating on increased operational efficiency, tighter credit control, focus on retaining our share with existing customers, increased focus on increasing sales of high value-added products and widening customer base.

No material changes have occurred from the end of the financial year till the date of this report affecting the financial position of the Company. passed by the regulators or Courts or Tribunals impacting the going concern Nosignificant status and the company's operations in future during the year under review.

There has been no change in the nature of Business of the Company during the year.

The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 3.07 crore comprising of 30,70,000 equity shares of 10 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2023-24, to Bombay Stock Exchanges, where its equity shares are listed.

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

With a view to deploy cash profits into the existing operations of your Company, Board of Directors has not recommended any dividend for the year.

During the Financial Year 2023-24, Rs. 1,87,00,170/- was incurred towards capital expenditure primarily on account of maintenance, upgradation and replacement of machinery and other miscellaneous assets.

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The company accords high priority to control environment and conservation of energy, which is an ongoing process. The

Company has planted trees to control and maintain environment surrounding of the factory. As required by the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 such details are given in separate statement attached here to and forming part of the report (Annexure B).

The Company gives highest priority to safety and occupational health. The workers, officers and other staff members of the Company are given training, from time to time, to deal with any safety and health related emergency situations. The factory buildings, machineries and intellectual information properties are maintained in safe condition. Process operations and handling of chemicals at the factory are reviewed frequently for safety. Adequate safety equipment are given to workers for safeguard.

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed. (Annexure C).

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial

Company has not received any complaints on sexual harassment.

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company's Shares are listed.

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website http://www.chemiesynth.com/.

M/s. Manoj Shah & Co., Chartered Accountants, statutory auditors were appointed at the 36^th Annual General Meeting for a term of 5 years till the conclusion of 41^st Annual General Meeting.

The provisions of section 148(2) for appointment of Cost Auditors are not applicable to the Company. The Company has maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies

Act, 2013.

The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. Nitin Sarfare, Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2024. A Secretarial Audit Report for the year ended 31^st March, 2024 in prescribed form duly audited by the Practising Company

Secretary, Mr. Nitin Sarfare, Proprietor of Nitin Sarfare, Company Secretaries, is annexed herewith and forming part of the report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed there under, the annual return is uploaded in the website of the Company. The same is available on https://www.chemiesynth.com/investor.html DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 and also on the basis of discussions with the Statutory Auditors of the Company from time to time, the Board of Directors, to the best of its knowledge and ability confirm that: (a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts for the Financial Year ended March 31, 2024 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 operating effectively; (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

(a) The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives: (b) Providing assurance regarding the effectiveness and efficiency of operations; (c) Efficient (d) Compliance with policies, procedures and applicable laws and regulations; and (e) Transactions being accurately recorded and reported timely.

(f) The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

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

The Board of directors have met 5 times and Independent Directors once during the year ended 31^st March, 2024.

Meetings of Board of Directors were held during financial year 2023-24 are as follows:

The Board as on 31^st March, 2024 comprises of 6 (Six) Directors out of which two Directors are Non-Executive Independent Directors and three directors are Non-Executive Directors and one Director is Managing Director who is responsible for the day-to-day management of the Company subject to the supervision, direction and control of the Board of Directors. no of independent directors in the board as per the provisions of TheCompanysatisfies

Companies Act 2013. Further, the Company is not required to satisfy the criteria of minimum of Independent Directors as per SEBI (LODR) 2015 regulations, as the corporate governance clauses are not applicable to the company.

Detail of attendance at Board Meeting is as follows:

*Excludes directorships in Private Limited Companies, Section 25 Companies, Foreign Companies. Membership/ Chairmanship in Committee of Directors includes Audit Committee and Stakeholders' Relationship/Grievance Committee of Directors only. This does not include Membership/Chairmanship in Committee of Directors of Chemiesynth (Vapi) Limited.

The composition of Audit Committee consists of two independent directors and a Managing Director.

The terms of reference stipulated by the Board to the Audit Committee are as per the Companies Act, 2013 and SEBI

(LODR) Regulations, 2015.

Attendance of Committee members during 2023-24 is as follows:

Audit Committee meeting were held 4 times on the following dates during the year 2023-24 1) 17th May 2023, 2.) 14th August 2023, 3.) 8th November 2023, 4.) 7^th February 2024 The recommendation by the Audit committee as and whenever made to Board has been accepted by it.

Composition of Nomination and Remuneration Committee:

During the financial year 2023-24, Nomination and Remuneration Committee met one time. The meeting was held on 17^th May, 2023. All committee members were present at the meeting.

Your Company is not required to constiture a Shareholder/Investors Grievance committee under section 178 (5) of Companies Act, 2013 and under regulation 20 of SEBI (LODR) Regulations, 2015

The Board of Directors in its meeting dated 28^th May, 2016 had constituted Share transfer committee for approving transfer request received from Registrar & Share Transfer Agent. Composition of the committee is as follows:

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188 (1) in Form AOC-2 are annexed as "Annexure D" to this Report.

The company is not falling within the criteria of Section 135 of the Companies Act, 2013. Board of Directors will formulate the policy once it comes within the provisions of Section 135 of the Companies Act, 2013.

Changes has been made in the key managerial personnel of the company during the year.

Ms. Pallavi Singh resigned as Company Secretary cum Compliance Officer on 14 th August, 2023 and Mr. Jay Pansuria was appointed on the same day as Company Secretary cum Compliance Officer.

Mr. Jay Pansuria resigned from the post of Company Secretary cum Compliance Officer on 31 ^st May, 2024. The following is list of Key Managerial Personnel of the company as on 31^st March, 2024.

Mr. Rushabh S. Mehta (DIN: 00784327) Director of the Company, would retire by rotation, at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that –

Remuneration to unionised workmen is based on the periodical settlement with the workmen union.

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (Non-Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy provides adequate safeguard against victimisation of director(s) / employee(s) who raise the concern and have access to Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The Policy is available on the website of the Company http://www.chemiesynth.com

The Board of Directors has formulated the following policies which are available on web site of the company http://www.chemiesynth.com

1. Code Of Business Conduct for Directors And Senior Executives

2. Nomination and Remuneration Policy

3. Vigil Mechanism / Whistle Blower Policy

4. Insider Trading - Code of Conduct

5. Code of Fair Disclosure CSL

6. Preservation of Documents and Archival Policy

7. Policy on Determination of Materiality of Events/Information

As on 31^st March, 2024, Company has no subsidiaries and associate companies.

The Management's Discussion and Analysis Report for the year under review is annexed to this report (Annexure E).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS which were passed by the Regulators or Courts or Tribunals which impact the Therearenosignificant going concern status and the Company's Operations in future.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The company does not fall under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of thepreviousfinancialyear. Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.