Chembond Chemicals Ltd

To,

The Members,

th

Your Directors take pleasure in presenting the 49 Annual Report on the business and operations of your

st

Company together with the audited financial statements for the year ended 31 March, 2024.

State of Companys Affairs

Financial Results

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

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	5,259.57	5,086.45	46,198.61	44,044.41
Total expense	5,540.45	5,172.42	41,938.88	41,113.27
Profit Before Tax	883.23	455.37	5,986.47	3,393.63
Profit for the year	723.81	395.93	4,440.97	2,509.57
Add: Balance as per last year	22,296.64	22,573.12	29,431.04	27,755.32
Add: Effect of previous year transaction	-	-	-	-
Add: Addition during the year	-	-	-	-
Less: Deduction during the year	-	-	(31.57)	(57.48)
Total	23,020.45	22,969.05	33,840.44	30,207.42
Appropriation
General Reserves	-	-	-	93.96
Dividend Paid	403.45	672.41	403.45	672.41
Tax on Dividend Paid	-	-	-	10.00
Balance carried to Balance Sheet	22,617.00	22,296.64	33,436.99	29,431.04
Total	23,020.45	22,969.05	33,840.44	30,207.42

Results of Operations

Income

During the year under review, consolidated revenue from operations was Rs.46,198.61 lakhs as compared to Rs.44,044.41 lakhs in the previous year. On the standalone basis, your Companys revenue from operations was Rs.5,259.57 lakhs as compared to Rs. 5,086.45 lakhs in the previous year.

Profit Before Tax

Consolidated profit before tax for the current year was Rs. 5,986.47 lakhs as against Rs.3,393.63 lakhs in the previous year. On a standalone basis, your CompanyPs profit before tax for the current year was Rs.883.23 lakhs as against Rs.455.37 lakhs in the previous year.

Profit After Tax

Consolidated profit after tax for the current year was Rs.4,440.97 lakhs as against Rs.2,509.57 lakhs in the previous year. On a standalone basis, your CompanyPs profit after tax for the current year was Rs.723.81 lakhs as against Rs.395.93 lakhs in the previous year.

Recent Developments at Micro and Macro Economic

Levels

The governments road map for turning India into a 5 trillion economy focuses on growth at the macro level complimenting it with all inclusive welfare at the micro level. Strong economic growth in the first quarter of FY23 helped India pass the UK to become the fifth-largest economy after it recovered from the COVID-19 pandemic. Strong domestic demand for consumption and investment, along with Governments continued emphasis on capital expenditure are seen as among the key driver of the GDP in the first half of FY24. During the period January-March 2024, Indias exports stood at US$ 119.10 billion, with Engineering Goods (25.01%), Petroleum Products (17.88%) and Organic and Inorganic Chemicals (7.65%) being the top three exported commodity. Rising employment and increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months. (source:ibef)

The Company is continuously monitoring the economic conditions, redefining our strategies, the changing market conditions and has outlined measures to minimize its impact on business and safeguard stakeholders interest.

Amalgamation of CPML into CMTPL

Chembond Material Technologies Private Limited and Chembond Polymers and Materials Limited had entered into a Scheme of merger and arrangement (under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (SSchemeP) which was filed with HonPble National Company Law

Tribunal, Mumbai Bench (NCLT) on 6 May, 2022. The said Scheme of Amalgamation of Chembond Polymers and Materials Limited (Transferor Company) into Chembond Material Technologies Private Limited (Transferee Company) and their respective shareholders was approved by NCLT vide their order dated 11 September, 2023 with an Appointed Date of 1 April, 2022.

Incorporation of new Company

During the year under review, a new Company has been incorporated as Wholly Owned Subsidiary of theCompany namely Chembond Chemical Specialties limited w.e.f. 12 December, 2023.

Change in the Nature of Business

The Company continues to engage in manufacturing specialty chemicals like water treatment, polymers, construction chemicals, high performance coatings, animal health and industrial biotech products. There is no change in the nature of business or the business line of the Company.

Composite Scheme of Arrangement

The Board of Directors of the Company at its meeting held on 12 December, 2023 approved the Composite Scheme of Arrangement between Chembond Chemicals Limited (ADemerged CompanyB/ ATransferee CompanyB) and Chembond Chemical Specialties Limited (AResulting CompanyB) and Chembond Clean Water Technologies Limited (ATransferor Company No. 1B or ACCWTLB) and Chembond Material Technologies Private Limited (ATransferor Company No. 2B or ACMTPLB) and Phiroze Sethna Private Limited (ATransferor Company No. 3B or APSPLB) and Gramos Chemicals (India) Private Limited (T ransferor Company no. 4B or AGCIPLB) and their respective shareholders under Section 230 to 232 and other applicable provisions of the Act.

The Scheme envisages transfer of Construction Chemical and Water Treatment (CC & WT) business to its wholly owned subsidiary namely Chembond Chemical Specialties Limited by way of demerger and post demerger, amalgamation of CCWTL with Resulting Company (Amalgamation I) and amalgamation of CMTPL, PSPL and GCIPL with Demerged Company (Amalgamation II). Pursuant to the demerger, shares in the ratio of 1:2 will be issued to shareholders of CCL and shares held by CCL in CCSL will get cancelled replicating mirror shareholding pattern of CCL in CCSL. Shares held by CWTL in CCWTL will get cancelled pursuant to amalgamation I and shares held by CCL in CMTPL, PSPL and GCIPL will get cancelled pursuant to amalgamation II.

As on the date of this report the Company had satisfactorily responded to all the queries of the exchanges and was awaiting SEBIs queries / consent to the Scheme.

Dividend

The Board of Directors have recommended final dividend of Rs.3.50/- (Rupees Three and Fifty Paisa only) per share (70%) for the financial year ended 31 March, 2024.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Board of Directors of the Company has voluntarily adopted a Dividend Distribution Policy (P olicy) which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. Dividend payout is in accordance with the Policy which is available on the website of the Company i.e. https://www.chembondindia.com/all-policies/.

Share Capital

The movement of Equity Capital is as under:

Particulars	No. of Equity Shares	Equity Share Capital (Rs.)
Equity Capital as on 1 April 2023	1,34,48,288	6,72,41,440
Increase/ Decrease during the year	Nil	Nil
Equity Capital as on 31 March 2024	1,34,48,288	6,72,41,440

During the year 2023-24, there was no change in the authorized and paid-up capital of the Company.

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.

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.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the retained earnings.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Act, Mr. Nirmal V. Shah (DIN: 00083853) Vice-Chairman and Managing Director, retires by rotation and being eligible, offers himself for re-appointment. His background is given in the Corporate Governance Report, which forms part of Annual Report.

Pursuant to the provisions of Section 203 of the Act, Mr. Sameer V. Shah, Chairman and Managing Director, Mr. Nirmal V. Shah, Vice Chairman and Managing Director, Mrs. Rashmi Gavli, Chief Financial Officer and Mrs. Suchita Singh, Company Secretary are the Key Managerial Personnel of the Company as on the date of this Report.

Appointment of Director

Based on the recommendation of Nomination and Remuneration Committee (NRC) and in accordance with the provisions of the Act and the Listing Regulations, the Company has appointed Mr. Jayesh Prabhulal Shah (DIN:00138346) as an Additional

(Non-Executive and Independent) Director of the Company w.e.f. 25 May, 2024 for a period of five years, subject to approval of the members of the Company in the ensuing Annual General Meeting.

After the appointment of Mr. Shah your Company has eight Directors consisting of five Independent Directors (62.50%) including a Woman Director, two Executive Directors (25%) and one Non-executive Director (12.50%).

Inter-se relationship between Directors

Mr. Sameer V. Shah, Chairman and Managing Director and Mr. Nirmal V. Shah, Vice Chairman and Managing Director are relatives (siblings). Apart from this none of the Directors of the Company are in any way related to each other.

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. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

Further declaration of independence as required under the Listing Regulations were also given by 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

Five (5) 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. The maximum gap between two Board Meetings did not exceed 120 days, as prescribed under the Act.

Performance evaluation and its criteria

The Board of Directors have carried out an evaluation of its own performance and that of its Committee and of the individual Directors for the year pursuant to the provisions of the Act and Corporate Governance requirements as prescribed by the Listing Regulations.

The performance of the Board and its Committees was evaluated by the Board after seeking inputs from the Board / Committee Members based on criteria such as composition of the Board / Committees and structure, effectiveness of the Board / Committee processes, providing of information and functioning etc. The Board and the NRC reviewed the performance of individual Directors based on criteria such as attendance in Board / Committee meetings, contribution in the meetings like preparedness on issues to be discussed etc.

The Independent Directors at its separate meeting held on 12 March, 2024, reviewed the performance of Non-Independent Directors and performance of the Board as a whole, performance of the Chairman of the Company taking into account the views of Executive and Non-executive Directors and assessed the quality, quantity and timeliness of flow of information to the Board to perform their duties effectively and reasonably.

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 March, 2024, 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.

Auditors and Auditors Report

Statutory Auditor

Bathiya & Associates, LLP Chartered Accountants

(FRN:101046W/W100063) were appointed for second term as the Statutory Auditor of the Company for aperiod of 5 (five) consecutive years at the 48 AnnualGeneral Meeting (AGM) held on 19 August, 2023 untilthe conclusion of the 53 AGM to be held in the FY 2028 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.

Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records every year.

The Board of Directors on the recommendation of Audit Committee, at their meeting held on 25 May, 2024 appointed M/s. Aatish Dhatrak & Associates, Cost & Management Accountants, Mumbai, (FRN: 101575/Membership No. 30105) as the Cost Auditor to conduct audit of the cost records of the Company for FY 2024-25. The Company is seeking the approval of the Members for the remuneration to be paid to M/s. Aatish Dhatrak & Associates, Cost & Management Accountants for the FY ending 31 March, 2025.

M/s. Aatish Dhatrak & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company.

The relevant Cost Audit Report for the FY 2022-23 was filed with Ministry of Corporate Affairs on 1 September, 2023 in Form CRA-4.

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 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 March, 2024 has been annexed as Annexure 1.

There are no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their report for the year under review.

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 (WOS) and step-down subsidiaries (SDS) and step-down associate Companies as detailed below:

Your Company has seven subsidiaries and four step-down subsidiaries and one step-down Associate Company:

i. Chembond Biosciences Limited

ii. Chembond Calvatis Industrial Hygiene Systems Limited

iii. Chembond Distribution Limited

iv. Chembond Material Technologies Private Limited (CMTPL)

v. Chembond Polymers and Materials Limited (merged with CMTPL w.e.f. 11 Sepember, 2023)

vi. Chembond Chemical Specialties Limited

vii. Chembond Water Technologies Limited viii. Phiroze Sethna Private Limited

Step-down subsidiaries ix. Chembond Clean Water Technologies Limited x. Chembond Water Technologies (Malaysia) Sdn Bhd xi. Chembond Water Technologies (Thailand) Co. Ltd. xii. Gramos Chemicals India Private Limited

Step-down Associate Company

xiii. Rewasoft Solutions Private Limited

The details of financial performance of the subsidiaries, step-down subsidiaries and step-down associate companies are given in AOC-I as

Annexure 2.

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 Companys website https://www.chembondindia.com/subsid iary-financials/.

Remuneration to Directors and Key Managerial

Personnel

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in

Annexure 3.

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.

Remuneration to Managing Director from wholly

owned subsidiary

During the FY 2023-24, Mr. Sameer V. Shah T Chairman and Managing Director received remuneration of Rs.33.75 lakhs from Chembond Biosciences Limited, WOS Company, and Mr. Nirmal V. Shah, Vice Chairman and Managing Director received remuneration of Rs.65.18 lakhs from Chembond Water Technologies Limited, WOS Company.

Incentive / Commission to Directors

Considering the performance of the Company, on the basis of recommendation by NRC, the Board of Directors at its meeting held on 25 May, 2024,

approved incentive / performance linked bonus of

Rs.27.25 lakhs to Mr. Sameer V. Shah Chairman and Managing Director and Rs.40.00 lakhs to Mr. Nirmal V. Shah Vice Chairman and Managing Director for the FY 2023-24 which will be paid in FY 2024-25.

The NRC also recommended commission to Non-executive Director for the FY 2023-24 a sum not exceeding 1% of net profit as calculated in accordance with Section 198 of the Act, as per the details mentioned below. The said incentive / commission will be paid in FY 2024-25.

Sr. No. Name of the Director	Amount (Rs. In lakhs)
1 Ashwin R. Nagarwadia	1.00
2 Mahendra K. Ghelani *	0.00
3 Prakash D. Trivedi	1.00
4 Sushil U. Lakhani	0.00
5 Saraswati Sankar	1.00

* Shall receive Rs.0.50 lakh from Chembond Water Technologies Limited and Rs.2.50 lakh from Chembond Material Technologies Private Limited, which will be paid in FY 2024-25.

$ Shall receive Rs.1.50 lakh from Chembond Clean Water Technologies Limited and Rs.0.50 lakhs from Chembond Water Technologies Limited, which will be paid in FY 2024-25.

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.chem bondindia.com/all-policies/.

All Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the FY 2023-24.

The Companys 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 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 Plan & Policy in place which is also displayed on the website of the Company i.e. https://www.chembondindia.com/all-policies/. In the opinion of the Board, during the FY 2023-24, no elements of risk which may threaten the existence of the Company were noticed by the Board. The Committee monitors the risk management plan and ensures its effectiveness. The details of Committee are set out in the Corporate Governance Report.

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 control 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 exercises financial controls on the operations through standard operating procedures covering all financial and operating functions which is designed to provide a reasonable assurance with regards to maintaining of proper accounting controls for ensuring reliability of financial reporting, effectiveness and efficiency of operations, safeguarding assets from unauthorized use or losses and compliance with applicable laws and regulations. Key controls have been tested during the year and corrective and preventive actions has been taken for any weakness. During the year no frauds were detected or reported to the Audit Committee.

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 attached as Annexure 4.

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 Companys 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 Companys website https://www.chembondi ndia.com/all-policies/.

Corporate Social Responsibility

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 and spent amount on CSR activities in accordance with the Act, applicable to your Company.

The Company reviews and revises its CSR Policy pursuant to the Companies (Corporate Social Responsibility) Amendment Rules, 2021 from time to time. The CSR policy is available on Companys website at https://www.chembondindia.com/all-policies/.

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is part of this Annual report.

During the year, the Company has spent Rs.13.98 lakhs on CSR activities through Visan Trust. The Company has identified focus areas of engagement which have been enumerated in the Annual Report on CSR Activities attached as Annexure 5. Chembond Water Technologies Limited (CWTL ), Chembond Material Technologies Private Limited (CMTPL ), WOS and Chembond Clean Water Technologies Limited (CCWTL ) step down subsidiary of the Company spent an amount of Rs.32.74 lakhs, Rs.4.91 lakhs and

Rs.6.25 lakhs respectively on CSR activities. CWTL donated Rs.12.61 lakhs to Visan Trust, Rs.14.75 lakhs to Rotary Club of Bombay Bayview Charitable Trust which was utilized for installing one of the latest operation theatre lights in the obstetrics department of Sir J J Hospital, Byculla and Rs.5.38 lakhs to Thirumalai Charity Trust, CMTPL donated Rs.4.91 Lakhs to Visan Trust and CCWTL donated Rs.5 lakhs to the Akshay Patra Foundation and Rs.1.25 lakhs to PM Cares Fund towards CSR activities.

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 arms 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 Companys website https://www.chembondindia.com/all-policies/. Material Related Party Transactions entered during the year are attached as Annexure 6 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 7.

Particulars of Loans, Guarantees and Investments

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

Promoters

The Promoter Groups holding in the Company as on 31 March, 2024 was 67.55% of the Companys paid-up Equity Capital. The members may note that the shareholding and other details of Promoters has been provided in Annual Return.

Annual Return as on 31 March, 2024

The Annual Return as provided under Section 92(3) read with Section 134(3)(a) of the Act as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company at https://www.chembo ndindia.com/annual-reports/.

Management Discussion and Analysis Report

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

Transfer to Investor Education and Protection Fund

Members are requested to note that all unpaid / unclaimed dividends for a period of seven consecutive years from the date of transfer to the Companys Unpaid Dividend Account, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF Fund) established by the Central Government. Further, pursuant to the provisions of Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to IEPF Authority as notified by the Ministry of Corporate Affairs.

The Company has transferred shares to the demat account of the IEPF authority in respect of which dividend has not been claimed for seven consecutive years or more. The Company had communicated to all the concerned shareholders individually whose shares were liable to be transferred to IEPF. The Company had also given newspaper advertisements, before such transfer in favour of IEPF. The Company has also uploaded the details of such shareholders and shares transferred on the website of the Company.

The Members/Claimants whose shares and unclaimed dividend amount have been transferred to IEPF may claim the shares or apply for refund by making an application to IEPF Authority in Form IEPF-5 (available on www.iepf.gov.in). The Member/Claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

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 March, 2024 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, 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 has been one pending litigation against the Company and its Directors whose order is yet to be received. The matter is explained in detail in the Corporate Governance Section of the Annual Report. Except this 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.

Proceedings Pending Under the Insolvency and Bankruptcy Code

There are no such proceedings or appeals pending and no applications has been filed under Insolvency and Bankruptcy Code, 2016 during the year under review and from the end of the financial year upto the date of this report.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial Institutions

No such instance of one-time settlement or valuation was done while taking or discharging loan from the banks/ financial institutions occurred during the year.

Compliance with Secretarial Standards

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

Research and Development

The Company recognizes the need to have well equipped R&D facilities to meet customer requirements and developing cutting edge products. As a natural corollary your Company continues to invest in a comprehensive Research and Development programme leveraging its world-class infrastructure, benchmarked processes, state-of-the-art technology and a business-focused R&D strategy.

The Company has spent approx. Rs.65.47 lakhs during the year under report on research and development.

Acknowledgements

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the Government authorities, Bankers, customers, vendors, employees and members during the year under review and look forward to their continued support.

On behalf of the Board
sd/-	sd/-
Sameer V. Shah	Nirmal V. Shah
Chairman &	Vice Chairman &
Managing Director	Managing Director
DIN: 00105721	DIN: 00083853
Mumbai
25 May, 2024