Crestchem Ltd

TO

The Members,

Your directors have pleasure in presenting the THIRTY THIRD ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2025.

1. FINANCIAL RESULTS (Rs. In lacs)

2. TRANSFER TO RESERVES:

The Company has transferred the above profit amount under the head reserves and surplus and stakeholders net worth of the Company has been increased and that will help the stake holders for value maximization in periods to come.

3. DIVIDEND

Your directors are pleased to inform that Company has declared 10% ( Rs.1/- per Share) Dividend for the year 2024-25 (Subject to TDS as per Income tax Act) subject to approval of members at ensuing Annual General Meeting. Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the Dividend Distribution Policy of the Company is available on the Company's website

4. MATERIAL CHANGES AND COMMITMENTS:

During the year under review there were no material changes or commitments which affect the financial position of the Company. With the ease of doing business mechanism followed by Government may give an add on to the Company to create the sustainable growth and development.

5. OPERATIONS & FUTURE PROSPECTS

The operations of the company are improved substantially for the year 2024-25, resulting into the improvisation in the bottom-line figures. The Board of Directors recommended 10% Dividend (Rs.1/- per share) for the year 2024-25.

The Price volatilities is remains continued during the year under review. Your company managed to procure raw materials from time to time and has also improved sales turnover during the year under review. The Company has focused to improve the turnover and ultimately it resulted to improve the profitability of the Company.

As was reported in previous financial year's Annual Report the Company is now actively planning to expand and invest in new/start up business in limited liability partnership (LLP) firms, within our Speciallity Chemicals and related fields of operations. Accordingly, requisite pilot plant facility, for such products, is likely to be established by our company at such LLP firms, in due Course.

Shri Nirmit D Patel who retires by rotation and being eligible offers himself offer for reappointment.

Smt. Rinkal Maulik Jasani is appointed additional director in the Category of Woman Independent & Non Executive Director w.e.f. 28-05-2025

During the year Smt. Binaben Parasbhai Patel has resigned as an Independent Director Due to her pre occupation she has given resignation from the post of Independent Director w.e.f. 20-09-2024

During the year under the review none of the Director of the Company has been disqualified to act as the Director of the Company.

BSE vide its letter dated May 19,2025 has approved reclassification of shareholders under Regulation 31A of SEBI (LODR) Regulations, 2015 as was applied for by the Company, where by 15 shareholders of promoters group whose holding aggregating to 2.84% had been reclassified as public shareholders. The First quarter of Financial year 2025-25 i.e. for the quarter ended on June 30,2025 will reflet the Same in Shareholding Pattern.

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure-A.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for the financial year ended 31st March, 2025 given by Mehul Raval & Associates, Practicing Company Secretary is annexed as Annexure - B to this report. There is no qualification or any adverse remarks and observations made by PCS is self-explanatory and does not need any explanation from the Board.

During the year the Board of Directors met Eight (8) times. The details of the Board meetings are provided in the Corporate Governance Report Annexure-E.

The meetings held were in compliance with the secretarial standards issued by ICSI and section 118(10) of CA-2013 to be read with SEBI (LODR) provisions.

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Company's statutory and internal audit activities.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by The Companies Act, 2013. They act in accordance with the terms of reference as stipulated.

The Company has established the terms of reference of the Audit Committee in all respect. The Company is not mandated with CG Requirement however the provisions of the Companies Act, 2013 are followed in all respect. The Composition of the same with attendance is forming part of the Corporate Governance Report which is separately attached forming part of the said Directors Report.

6. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed. (b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2025 and of the profit of the Company for that period. (c) Proper and sufficient care has been taken 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) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (e) The annual accounts have been prepared on a going concern basis.

(f) The Directors have devised proper systems to ensure compliances with the provisions of applicable laws and such systems are adequate and operating effectively.

7. DECLARATION BY INDEPENDENT DIRECTORS

The Following Directors are independent in terms of section 149(6) of the Act and under SEBI (LODR) Regulation, 2015:

The Company has received requisite declarations/confirmations from all the above Directors confirming their independence.

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from M/s. Mehul Raval & Associates, Practicing Company Secretary, that none of the Directors on the Board of the Company have been disqualified to act as Director. The same is annexed here wit has Annexure-C.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement containing Particulars of Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the Report and financial statement are being sent to the members and others entitled there to, excluding the statements containing Particulars of Employees, which is available for inspection by the members at the / Corporate /Registered office of the Company during business hours on all working days (except Saturdays), up to the date of ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company at the Corporate / registered office of the Company.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the company for the period under review, hence, no committee in this regard has been constituted.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual return of the company for the Financial Year ended on 31st March, 2025 will be placed on the Company's website at https:// www.crestchemlimited.in

Details of Contracts/arrangement with the Related Parties are appearing under Note no. 27 and form part of this report. All related party transactions that were entered into during the year under report were on arm's length basis and were in the ordinary course of business and in line with the domestic transfer pricing rules. The related party transactions made by the Company with erstwhile promoter companies have no potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The Company's management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and Related Party transaction during the year, the details, required to be mentioned in AOC-2 which is annexed here with Annexure-D.

Company has not invited any public deposit which is falling under the provisions of Section 73 to 76 of the Companies Act, 2013. The Company is debt free.

The company has, from time to time availed of FD-OD facility from banks, against company's own fixed deposits (FDs), in routine course of Business. The company also paid- off the facilities so utilized It is Continuous process. The company has no borrowings from any Bank or any Institution. There are no outstanding interest payments. Our company is debt free. The company has adopted Indian Accounting Standard (INDAS), since 1st pril, 2016.

ALF invoice of BSE dated 12-04-2025 of Rs. 3,25,000/- +Rs. 58,500/- GST, totaling to Rs 3,83,500/- has been paid on 16-04-2025 vide Bhuj Mercantile Co-op bank Limited by UTR :HDFCR52025041661374981 dated 16-04-2025 well within the stipulated time period, of due date.

While filing reclassification of share from promote group category to public category BSE has issued various previous SOP under various regulation of LODR and the company has made payment of RS. 357540/- to BSE on 05-03-25 vide UTR : INDBR32025030500948930, as previous years penalty raised by BSE for various late filing.

There are no any other disputed or undisputed outstanding to BSE.

The Board approved Vigil Mechanism of the Company at its meeting held on 31-03-2025. The purpose of the policy is to provide a framework to promote a responsible and secure Whistle Blowing and to protect directors/ employees wishing to raise a concern about serious irregularities within the Company. Under the policy, protected disclosures against below Board level employees will be addressed to the Whole Time Director / Managing Director and against Board level employees to the Chairman, Audit Committee. During the year, no reporting under Vigil Mechanism was made by any employee or Director of the Company.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the listing agreement, includes an Ethics & Compliance Task Force comprising senior executives of the company, is in place with the company. Available in company's website https://www.crestchemlimited.in/download/cd/policy-on-whistle-blower.pdf

M/s Samir M. Shah & Associate, Chartered Accountants, will hold office for the period of five consecutive years till the conclusion of 35th Annual General meeting to be held in 2027.

The Central Government of India has not prescribed the maintenance of Cost Accounting Records under subSection (1) of Section 148 of the Companies Act, 2013 and hence this clause is not applicable to the company.

Internal Financial Controls are part and parcel of process and system procedures. It is being monitored by the Board of Directors of the Company & Audit Committee comprising of one of the professionals at periodic intervals. The Internal auditor is appointed in compliance of Section 138 of the Act and is conducted to examine the adequacy, relevance and effectiveness of control systems, compliance with policies, plans and statutory requirements and reports are placed before the Audit Committee for its review. During the previous financial year, the Company had in place requisite internal financial controls, for smooth functioning commensurate with the size and operation of our company. The Company has IFCS commensurate with the size and operation of the Company.

The Company also avails the services from the professionals of repute i.e. a Firm of Chartered Accountant (Laxmi Patre & Associates) and Advocate Hardik Bhupendra Shah, Corporate Law Advisor to assist the company broadly in strategic matters, implementation of the policy, legal and internal financial controls etc.

Your Company attaches the highest priority to safety, occupational health and protection of environment in and around its working areas.

The Company has taken sufficient measures to maintain Industrial Health and Safety at its work place for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/rules. The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy available at Code Of Conduct (crestchemlimited.in)

Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, form part of this report. However, as per the provisions of section 134, the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director / Company Secretary at the Corporate Office of the Company at Ahmedabad. The same is sufficiently disclosed in notes to accounts.

As per SEBI circular CIR/ CFD/POLICY CELL//2014 dated 15th September 2014, The Company's Capital is below Rs.

10 Crore and Net Worth is below Rs. 25 Crore as on 31/03/2025. The Company does not have to file corporate governance report. The Paid-up Share Capital and net worth of the Company for last three financial year are as under:

Accordingly our Company has not applicable Corporate Governnance Criterea as per SEBI (LODR) Regulations, 2015. Company has obtained the Certificate from Practicising Company secretary, Mehul Raval & Associates for the period ended March 31,2025. As per Annexure-F.

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors, its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The performance of Non-Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their satisfaction with the evaluation process. Policy on Directors appointment and remuneration Criteria determining the qualifications, positive attributes and independence of Directors.

• Qualifications of Independent Director. An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Company's business.

• Positive attributes of Independent Directors. An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications& experience, expertise in any area of business, association with the Company etc. He / She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

• Independence of Independent Directors. An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

Risks are events, situations or circumstances which may lead to adverse consequences for the Company's business. Effective risk management process is key to sustained operations thereby protecting shareholder value, improving governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen circumstances, if they occur in the life cycle of the business activities. Your company has followed the technique of following the Risk Transfer by taking various Insurance policies and all Assets of the Company are sufficiently insured including Human Capital.

During the year under review ,industrial relations remained harmonious and cordial.

During the year under review, the Company has received the notice from income tax demand of Rs. 2,06000/-for prior period is yet pending though as per our company the same is not required to be paid for which we have already submitted our clarification to the income tax department. But still the department has not removed the same demand notice on us for which we have again requested to do so.

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation process covering various aspects of the Board's functioning.

The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the company at https://www.crestchemlimited.in/code-of-conduct.html

Further details on election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

There are permanent employees on the rolls of the Company as on 31st March, 2025 Including Shri Dipak Narendraprasad Patel who is Managing Director of the Company, Shri Nirmit Dipak Patel Executive Whole time Director, Ms Khyati Vyas who is Company Secretary cum Compliance office and CFO, Smt. Parul Dipak Patel Manager admin & Shri Joe Cyril Harrish, Technical person, Ratio/ Mean remuneration compliance is applicable to the Company as is part of the report.

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence placed in the management of the Company.

1. AGM held during the financial year 2023-24, on 30TH August, 2024. Stock Exchange where the shares of the company are listed: BSE Ltd.

2. Scrip Code of the Company: 526269.

3. The Company has now appointed CDSL for monitoring of foreign investments and the System Driven Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/ ISD/CIR/P/2020/168 dated September 09, 2020 regarding Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. The company has now obtained certain ISO certification which will help in furthering the business of the company.

4. Other Statutory Disclosures:

- The company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property

- The company has not carried out any revaluation of its Property, Plant and Equipment.

- The company holds all properties in its own name.

- The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

- The company has not traded or invested in Crypto currency or Virtual Currency during the year.

- The financial statements were authorized for issue in accordance with a resolution passed by the Board of Directors. The financial statements as approved by the Board of Directors are subject to final approval by its Shareholders.

- The company have not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

- The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.