Chembond Chemicals Ltd Directors Report

To,

The Members

Chembond Chemicals Limited

(formerly Chembond Chemical Specialties Limited)

The Board of Directors of your Company (Board) are pleased to present their report and the audited accounts for the financial year ended March 31,2026.

Financial Results and State of Affairs

The financial performance for the year under review of your Company is summarized below (in Rs lakhs):

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	7,364.75	6,940.04	32,615.06	29,227.34
Other Income	450.43	381.08	395.68	582.98
Total Income	7,815.18	7,321.12	33,010.75	29,810.32
Total Expense	6,635.59	6,562.74	28,484.84	25,593.34
Profit Before Taxes and Exceptional Items	1,179.59	758.39	4,525.90	4,216.98
Profit Before Taxes after Exceptional Items	1,179.59	758.39	4,525.90	4,217.43
Provision for Taxation including Deferred Tax	140.70	155.53	1,047.87	1,125.53
Profit After Tax	1,038.90	602.86	3,478.03	3,091.45
Profit for the year	1,038.90	602.86	3,478.03	3,091.90

Dividend

The Board has recommended a final dividend of Rs1.25 (Rupee One and Paise Twenty-Five only) per equity share of Rs5 (Rupees Five only) each, aggregating to Rs336.20 lakhs for the financial year ended March 31, 2026. The dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

Details of changes in business

Your Company is engaged in the manufacturing and sale of specialty chemicals and provides comprehensive solutions in the areas of water treatment, industrial and institutional cleaning and hygiene, and high-performance construction chemicals. There have been no changes in the business of the Company.

Share Capital

The movement of Equity Capital is as under:

Particulars	Number of Equity Shares	Equity Share Capital (Rs)
Equity Capital as on March 31,2025	10,000	50,000
Allotment of shares on May 13, 2025, as per composite scheme of arrangement	2,68,96,576	13,44,82,880
Cancellation of initial share capital held by Chembond Material Technologies Limited (formerly Chembond Chemicals Limited) as per composite scheme of arrangement	(10,000)	(50,000)
Equity Capital as on March 31,2026	2,68,96,576	13,44,82,880

In accordance to the NCLT approved scheme of arrangement 2,68,96,576 (Two Crores Sixty-Eight Lakhs Ninety-Six Thousand Five Hundred Seventy-Six) new equity shares of your Company having face value Rs5 each (Rupees Five) were allotted to the eligible shareholders holding shares of Chembond Material Technologies Limited (formerly Chembond Chemicals Limited) ("Demerged Company") as on the Record Date i.e. May 9, 2025 at a share entitlement ratio of 1:2 (two new equity shares of your Company for every one share of Demerged Company held).

The Allotment Committee noted the cancellation and reduction of the entire pre-Scheme paid-up share capital of the Resulting Company, comprising 10,000 (Ten Thousand) fully paid-up equity shares of face value Rs5 each ("Resulting Company Cancelled Shares"), which were held entirely by Chembond Material Technologies Limited (formerly Chembond Chemicals Limited), ("Demerged Company"). The reduction in share capital of the Resulting Company is an integral part of the scheme in accordance with the provision section 66 of the Companies Act 2013 and/or any other applicable provision of the Act without any further act or deed on the part of Resulting Company and without any approval or acknowledgement of any third party. With the allotment of the new equity shares and the cancellation of the Resulting Company Cancelled Shares, as outlined above, the Resulting Company will no longer be considered a WOS of the Demerged Company, in accordance with the provisions of the Scheme. Your Company has only one class of Equity Shares and it has neither issued shares with differential rights for dividend, voting or otherwise, nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by the employees or Key Managerial Personnel of the Company as the provisions of the Section are not applicable.

Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, during the year under review.

Directors and Key Managerial Personnel

The Board consists of six Directors comprising of one NonExecutive, Non-Independent Director, one Executive Director, and four Independent Directors, of whom one is a Woman. The Chairman of the Board is an Executive Director and is a part of the Promoters and Promoter Group.

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

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

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

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

Declaration by Independent Directors

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

Policy on Directors appointment and remuneration

The Company has a policy for the appointment and remuneration of Directors and matters under Section 178(3) of the Act. This policy is uploaded on the Companys website, and its salient features have been disclosed in the Corporate Governance section of this Annual Report.

Number of Board Meetings

Seven (7) Board meetings were held in the year, details are furnished in the Corporate Governance Report.

Performance evaluation and its criteria

In accordance with the Act and the corporate governance requirements under the Listing Regulations, the Board evaluated its own performance, that of its Committees, and individual Directors for the year. Factors such as composition, structure, process effectiveness, quality of information, and overall functioning were considered. The Board and the NRC also reviewed the performance of individual Directors based on attendance, preparedness, and contributions at Board and Committee meetings. At their separate meeting held on March 06, 2026, the Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairman, considering the views of the Executive and Non-Executive Director. They also assessed the quality, quantity, and timeliness of information flow to the Board for effective discharge of its duties.

Directors Responsibility Statement

The Board confirms that pursuant to Section 134(5) of the Act, and to the best of its knowledge and ability, for the FY 2025-26:

a) the applicable accounting standards have been followed and there is no material departure in the preparation of the annual accounts;

b) accounting policies were selected and applied consistently, and judgments and estimates made were reasonable and prudent to give a true and fair view of the state of affairs and the profit of the Company;

c) adequate accounting records were maintained for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities, in accordance with the provisions of the Act;

d) annual accounts were prepared on a going concern basis;

e) adequate and effective internal financial controls were laid down and followed in the operations; and

f) proper and adequate systems were devised and were operating effectively in compliance with the provisions of all applicable laws.

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 a part of this Annual Report.

Statutory Auditors

The Statutory Auditors of the Company - Bathiya & Associates LLP, Chartered Accountants (FRN:101046W/W100063) (Auditors) - were appointed for a 5 (five) consecutive year term (first term) at the 1^st Annual General Meeting (AGM) held on July 20, 2024, at a remuneration mutually agreed upon by the Board and the Auditor Effective December 17, 2024, their name has changed to S H B A & Co LLP. The first term of the Auditors concludes at the 6^th AGM i.e. in FY 2029. The Auditors Report on the financial statements of the Company is a part of this Annual Report. There is no modified opinion, qualification, reservation, adverse remark or disclaimer given by the Auditors for the year under review. The observations and comments given in their report read together with the 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.

Secretarial Auditor and Secretarial Audit Report

The Board appointed Mr. Virendra G. Bhatt, Practicing Company Secretary (CP:124) to undertake the Secretarial Audit of the Company for a period of five (5) years from FY 202526 to FY 2029-30. This was done pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI Listing Regulations, and under approval of the shareholders obtained at the 2^nd AGM of the Company held on August 14, 2025. Annexure E contains the Secretarial Audit Report in Form MR-3 along with the Secretarial Audit Report of material unlisted subsidiaries for the FY ended 31^st March 2026. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) during the year under review. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor. In terms of Section 118(10) of the Act, the Company is compliant to the Secretarial Standards issued by the ICSI. Board Meetings, General Meetings, and systems as such were adequate and operating effectively.

Fraud Reporting

The Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed by officers or employees of the Company to the Audit Committee. As per Section 143(12) of the Act, details of such instances need to be mentioned in the Annual Report.

Subsidiaries and Step-down subsidiaries

The Company operates its domestic and international business through wholly owned or step-down subsidiaries. The financial performance of these companies is given in Annexure A - form AOC 1. Chembond Water Technologies Ltd, a wholly owned subsidiary of your Company transferred its entire shareholding in Rewasoft Solutions Pvt Ltd and effective January 1, 2026, Rewasoft ceased to be a step- down associate. The standalone and consolidated financial statements, relevant documents, and audited financial statements of subsidiaries, are available on the Companys website https://www.chembondindia.com/subsidiary- financials/ in compliance with Section 136 of the Act.

Particulars of Related Party Transactions (RPT)

All transactions entered with related parties during the financial year were in the ordinary course of business on an 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 Companys RPT policy is available on its website https://www.chembondindia. com/all-policies/. in compliance to the provisions of Section 136 of the Act. Annexure B - form AOC-2 contains details of material RPT for the year as prescribed by Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014.

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

Annexure C of this report contains particulars required to be disclosed under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Account) Rules, 2014, amended from time to time.

Corporate Social Responsibility (CSR)

The Companys CSR policy (available on its website https:// www.chembondindia.com/all-policies/) prioritizes fulfilling CSR spend commitments in certain focus areas. Constituted by the Board pursuant to Section 135 of the Act read with the Companies CSR Policy Rules, 2014 amended periodically, the CSR Committee spent Rs 13.55 lakhs during the year enumerated in Annexure D.

Remuneration to Directors and Key Managerial Personnel

Information regarding Directors remuneration policy, criteria and other matters as per sub-section (3) of Section 178 are provided in the Corporate Governance Report. Annexure F contains the prescribed disclosures and details pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of employees

None of the employees have remuneration exceeding the prescribed limits set under Section 197 of the Act read with Rule 5(2) of the Companies Rules, 2014 as amended expect Mr Nirmal Shah. The prescribed details are mentioned in Annexure F. In line with Section 136 of the Act, this Annual Report is being sent to the members and others entitled thereto without information and details of employees. The particulars are available for inspection by members during business hours on working days at the registered office of the Company up to the date of the ensuing AGM.

Policies and Disclosure Requirements

The Company has adopted all the applicable policies in line with the provisions of the Act and the Listing Regulations. Policies are available on the Company website https://www. chembondindia.com/all-policies/. All Directors and senior management personnel have affirmed their adherence to the provisions of the Code of Conduct in FY 2025-26. The Companys policy on Directors appointment, remuneration and other matters provided in Section 178(3) of the Act forms a part of the Nomination and Remuneration Policy and can be found in the Corporate Governance Report.

Risk Management

The Company has voluntarily constituted a Risk Management Committee (RMC) to prepare, review and monitor a risk management plan. The RMC meets on a required basis to identify and review critical risks and reports changes to the Board and Audit Committee in detail. The Risk Management Policy can be viewed on the Company website https://www.chembondindia.com/all-policies/

Internal Financial Control Systems

Your Company has an adequate system of internal controls in place to ensure compliance with various policies, practices and statutes. The Company also 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. The Board is responsible for the same as per Section 134 of the Act.

Management Discussion and Analysis Report

Management Discussion and Analysis Report forming a part of this Annual Report is included as stipulated by the Listing Regulations.

Corporate Governance and Vigil Mechanism

A Corporate Governance Report covering compliances with stipulations and requirements of Regulation 34(3) read with Schedule V of the Listing Regulations forms a part of this Annual Report. The same has been reviewed and certified by Mr. Virendra G. Bhatt, Practicing Company Secretary and Secretarial Auditor of the Company and a compliance certificate is included herein. The Company has formulated a Whistle Blower Policy 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 the Companys Code of Conduct or policies. It also provides adequate safeguards against the victimization of employees and allows direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Details are furnished in the Corporate Governance Report. The policy is available on the Companys website https://www.chembondindia.com/all- policies/

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments have been disclosed in the financial statements.

Transfer to Investor Education and Protection Fund (IEPF)

Chembond Material Technologies Limited (formerly Chembond Chemicals Limited) ("Demerged Company") held 42,764 equity shares in the IEPF established by the Central Government. Consequent to the scheme of arrangement coming into effect, Chembond Chemicals Limited (formerly Chembond Chemical Specialties Ltd) has transferred 85,528 equity shares as per the share entitlement ratio of the scheme of arrangement to the IEPF and Form IEPF-4 has been filed on September 16, 2025. The list of shareholders whose shares or dividends have been transferred to the IEPF has been uploaded on the Companys website. Members / Claimants can make an application to IEPF Authority in Form IEPF-5 (available on www.iepf.gov.in) and reclaim such transferred shares or dividends. The Member / Claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

Annual Return

The Annual Return as per Section 92(3) and Section 134(3) (a) of the Act, and Form MGT-7 prescribed by the Companies (Management and Administration) Rules, 2014, is available at https://www.chembondindia.com/forms-and-notices/

Prevention, Prohibition and Redressal of Sexual Harassment of Women

The Company has a Policy for Prevention of Sexual Harassment (at: https://www.chembondindia.com/all-policies) meeting the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy and have been provided training on the same. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review, no complaints were received.

Compliance with the Maternity Benefit Act, 1961

The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. Necessary internal systems and HR policies are aligned to uphold the spirit and letter of the Maternity Benefit Act, 1961, including all amendments and rules framed thereunder, and is fully compliant with the provisions.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as stipulated in Section 34 of the Listing Regulations is not applicable to the Company.

Material changes and commitment

Except for changes in the share capital, name of the Company, and some scheme of arrangement related points disclosed elsewhere in this report, no material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company and the date of this Report.

Significant and Material Orders

During the year under review, there is no pending litigation against the Company. There have been no significant and material orders 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 proceedings or appeals pending, and no applications have been filed during the year and till the date of this report under the Insolvency and Bankruptcy Code, 2016. No One-time settlement or revaluation was done while availing or discharging loans from Banks / Financial Institutions during the year.

Research and Development

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

Acknowledgements

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

	By order of the Board of Directors of
	Chembond Chemicals Limited (formerly Chembond Chemical Specialties Limited)
	Nirmal Vinod Shah
	Chairman and Managing Director
16th May 2026, Navi Mumbai	DIN 00083853