Chemfab Alkalis Ltd Directors Report

Dear Shareholders,

Your Directors have the pleasure of presenting the 16^th Annual Report of Chemfab Alkalis Limited along with the Audited Standalone and consolidated financial statements for the^st March 2025.

The summarized financial results are as under:

FINANCIAL SUMMARY

( Rs In Lakhs)

Particulars	Consolidated		Standalone
	Year ended. 31 March 2025	Year ended. 31 March 2024	Year ended. 31 March 2025	Year ended. 31 March 2024
Summary of Profit and Loss Statement:
Total Revenue	33,437.43	32,729.68	32,209.05	32,728.78
Profit before Finance Cost and Depreciation	5,083.86	6,243.95	5,913.59	6,540.77
Less: Finance Cost	492.50	94.22	491.58	93.08
Profit before Depreciation	4,591.36	6,149.73	5,422.01	6,447.69
Less: Depreciation and amortization	3,633.13	2,235.08	3,238.79	2,185.01
Profit Before Exceptional Items	958.23	3,914.65	2,183.22	4,262.68
Exceptional Items	(988.77)	-	-	-
Profit before Tax	(30.54)	3,914.65	2,183.22	4,262.68
Less: Tax including Deferred Tax	663.49	1,282.34	660.80	1,263.96
Profit/(Loss) after	(694.03)	2,632.31	1,522.42	2,998.72
Other Comprehensive Income/(Loss)	38.43	21.94	38.43	21.94
Total Comprehensive Income/(Loss)	(655.60)	2,654.25	1,560.85	3,020.66
Summary of Retained Earnings Movement:
Balance brought forward from last year	1,150.48	(1,320.62)	1,712.98	(1,124.53)
Add: Profit/(Loss) after	(694.03)	2,632.31	1,522.42	2,998.72
Add: Other Comprehensive Income	41.19	16.20	41.19	16.20
Less: Appropriations
Final Dividend	178.46	177.41	178.46	177.41
Tax on Dividend	-	-		-
Balance Carried to Balance Sheet	319.18	1,150.48	3,098.13	1,712.98

Performance and State of Affairs of the Company

The overall performance and more details are covered under the Management section, which forms part of the Annual Report.

Change in Nature of Business

During the year under review, there is no change in nature of business of your Company.

Change in the registered office of the

Company

There was no change in the registered office of the company during the financial year 2024-2025.

Capital Structure

During the year under consideration, there is no change in authorized share capital. However, the paid-up share capital was increased due to allotment of equity shares under Companys employee stock option scheme "CAESOS 2020". As on 31^st March 2025, the authorised and paid - up capital stands as stated below: The Authorized Share Capital of the Company is Rs39,14,00,000 (Rupees Thirty Nine Crores Fourteen Lakhs Only) divided into 3,91,40,000 (Rupees Three Crores Ninety-One Lakh Forty Thousand Only) Equity Shares of Rs10/- each.

The Paid-up Share capital of the Company stands at Rs14,36,37,020 (Rupees Fourteen Crore Thirty Six Lakh Thirty Seven Thousand Twenty Only) divided into 1,43,63,702 (Rupees One Crore Forty Three Lakh Sixty Three Thousand Seven Hundred Two Only) Equity Shares of Rs10/- each.

Dividend

Your directors recommended the payment of Dividend of Rs1.25/- per share for the year ended March 31, 2025, absorbing a sum of Rs179.55 Lakhs considering shares outstanding as on 31 March 2025, subject to the approval of the Members at the ensuing Annual General Meeting.

Transfer of profit to reserves

The Company has not proposed transferring any of its profits to reserves.

Material Changes during the reporting period

No material changes have occurred, or any commitments made between the financial year ended 31^st March 2025 and the date of this report, which would adversely affect the financial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprise of total eight directors including Non- Executive Chairman who is a promoter of the Company, Non - Executive Directors and Independent Directors. The Company has two women Independent Directors. The composition of the Board of Directors is in compliance with Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as specified in Section

149(6) of the Companies Act, 2013 and as per the SEBI

(Listing Obligations and Disclosures Requirements)

Regulations, 2015.

The Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment and

Qualification of Directors) Fifth Amendment Rules, 2019.The Registration details are as below:

Sl. No	Name of the Director	Registration number
01.	Mr. A. Janakiraman	IDDB-DI-202002-007989
02.	Mrs. J. Sujatha Jayarajan	IDDB-DI-201912-001692
03.	Mrs. R. Drushti Desai	IDDB-DI-202002-015500
04.	Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th May, 2025)	IDDB-DI-202110-039184

Board Composition:

The Board is well balanced with the composition of four Non- Independent Directors and Four Independent Directors (including two Women Independent directors).

Category	Name of Directors
Non – Independent Directors	Mr. Suresh Krishnamurthi Rao
	Mr. C S Ramesh
	Mr. R Mahendran
	Mr. Nitin S Cowlagi
Independent Directors	Mr. A Janakiraman
	Mrs. Drushti Desai
	Mrs. Sujatha Jayarajan
	Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th May, 2025)

Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 and

Regulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.

B. Meetings

The number of Board Meetings held during the year along with the dates of the meetings:

(Disclosure pursuant to 134 (3)(b) of the Companies Act, 2013).

During the Financial Year 2024-2025, the Board of Chemfab Alkalis Limited met Five times as under:

Sl. No	Date of Board meetings	Quarter	No. of Directors as on the date of Meeting	Total No. of Directors attended
1.	22nd May 2024	First	7	7
2.	08th August 2024	Second	7	7
3.	25th September 2024	Second	7	5
4.	04th November 2024	Third	7	7
5.	30th January 2025	Fourth	7	7

The meetings of the Board were held periodically, with an interval of not more than one hundred and twenty days between two consecutive meetings, as prescribed under Section 173(1) of the Act.

C. Re-appointment of Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. R. Mahendran (DIN: 07451058) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. R. Mahendran (DIN: 07451058) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee are also aligned with the requirements of Regulations 18 to 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

A detailed note on the Committees is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 state that the performance evaluation of each Independent Director shall be done by the entire Board of Directors excluding the Director being evaluated.

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) regulations,

2015, the Board has carried out an evaluation of its performance, the Directors individually as well as its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report forming part of the Annual Report.

F. Directors Responsibility Statement

As required under Section 134(5) of the Companies

Act, 2013, the Board of Directors hereby confirms, that -

(a) In the preparation of the Annual Accounts for the financial year ended 31^st March 2025, the applicable Accounting Standards and Schedule III of the Act 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 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 the financial year 2024-2025.

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with 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 on a going-concern basis.

(e) They have laid down proper internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

(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.

G. Changes in Directors and Key Managerial Personnel

During the year under review there were no changes in Directors or Key Managerial Personnel. After the end of financial year, Mr. Satish Narain Jajoo was appointed as Additional Director (Independent) w.e.f. 30^th May, 2025. Mr. B. Vignesh Ram resigned from the position of Company Secretary and Compliance Officer on 18 ^th April, 2025 and Mr. Bharatraj Panchal was appointed as Company Secretary and Compliance Officer w.e.f. 16^th July, 2025.

H. Changes in Subsidiaries, Joint Ventures, and Associates

During the financial year ended 31^st March 2025, there were no changes in the subsidiaries, joint ventures and associates. The salient feature on financial statements or performance is given in Annexure A of this report.

I. Significant or Material Orders Passed by

Regulators/Courts passedThere were no significant by any regulator/court during the reporting period.

J. Declaration by Independent Directors

The Company has received necessary declarations from Mr. A. Janakiraman, Mrs. Sujatha Jayarajan, and Mrs. Drushti Desai independent directors, under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 and their Declarations have been taken on record.

K. Independent Directors Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, a meeting of the Independent Directors of the Company was held on March 29, 2025 without the presence of Non-Independent Directors and Companys Management.

The Company Secretary was an invitee to the said meeting and acted as a facilitator to the Independent Directors.

L. Details in respect of Frauds

The Companys auditors report does not have any statement on suspected fraud in the companys operations to explain as per Sec. 134(3) (ca) of the Companies Act 2013.

M. Fixed Deposits

During the year under review, the Company did not raise funds, by way of fixed deposits, from the public.

N. Details of contracts or arrangements with related parties

The details of contracts or arrangements entered into with related parties along with justification for entering into such contract or arrangement, referred to in subsection (1) of Section 188 in the prescribed form no. AOC 2 is given in Annexure B of this report.

O. Code of Conduct for prevention of Insider Trading

The Company has a policy viz., "Code of Conduct for prevention of Insider Trading" and the same has been posted on its website www.chemfabalkalis.com. The Company also monitors insider trading activities through Structured digital database software in accordance with Regulation 5(3) of SEBI (LODR)

(Amendment) Regulations 2020.

P. Development and implementation of a Risk Management Policy

ThemainobjectiveofRiskManagementisriskreduction and avoidance, as also identification of the risks faced by the business and optimizing the risk management strategies. The Company has put in place a well-defined Risk Management framework. The Company has constituted a Risk Management Committee even though the constitution of the same does NOT apply to the Company since it is mandatory only for the top 1000 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring, and reviewing the Risk Management Plan. The Committee lays down the Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through a properly defined framework.

The Company has also obtained certification for ISO 14001 and ISO 45001 systems to take care of critical operational areas. The Company has also implemented Process Safety Management (PSM). We are the first company in our industry to implement the same.

We are continuing with the publishing of a sustainability report, enhancing our commitment to sustainable development.

Q. Technology absorption, Conservation of energy and Research and development and Foreign Exchange earning and Outgo

The detailed note on the technical absorption and conversation of energy and research and development and Foreign Exchange earning and Outgo is annexed herewith as Annexure C.

R. Cost Records

Your Company is maintaining cost records and reports pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

AUDIT RELATED MATTERS

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration No

117366W/W-100018) were re-appointed as Statutory Auditors of the Company for a term of 4 (four) years, to hold office from the conclusion of the 13 ^th Annual General Meeting held on 15^th September 2022 till the conclusion of the 17^th Annual General Meeting on such professional fees as may be fixed by the Board of Directors as recommended by the Audit Committee in consultation with them.

There are no qualifications or adverse remarks in the

Statutory Audit Report which require any explanation from the Board of Directors.

B. Cost Auditor

As per Sec. 148 (6) of Companies Act, 2013 and rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, the applicability of Cost audit is based on the overall annual turnover of the company, from all its products and services during the immediately preceding financial year, being rupees one hundred crores or more. Under Rule 3 of the same Regulations, the maintenance of cost records applies to companies whose aggregate turnover of the individual product or products, or service or services is Rupees thirty-five crores or more.

In conformity with the said provisions of the Companies Act, 2013, the Company has appointed M/s. Madhavan, Mohan & Associates, Cost Auditors, as the Cost Auditor, for the audit of cost accounts for your Company for the year ending 31^st March 2025.

The remuneration to be paid to him is being ratifiedat this Annual General meeting.

There are no qualifications or adverse remarks in the

Cost Audit Report which require any explanation from the Board of Directors.

C. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Damodaran & Associates LLP,

Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form No. MR-3 for the financial year 2024-2025, is annexed herewith, as Annexure F.

A Certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith, as Annexure G.

During the financial year ended 31 ^st March, 2025, the following observations were submitted from the Secretarial Auditor of the Company that needs the response of the Board.

1. As per Regulation 17(1) (b) of SEBI LODR, where the regular non-executive chairperson is a promoter of the listed entity, at least half of the board of directors of the listed entity shall consist of independent directors.

"During the review period, the listed entity had 3 independent directors out of total 7 directors."

Response from the Board of Directors: The listed entity has complied with said regulation 17(1) (b) of SEBI LODR by appointing one more independent director in the Board as on date of Secretarial Audit Report.

2. As per Regulation 18(1) (b) of SEBI LODR, every listed entity shall constitute a qualified and independent audit committee with at least two-thirds of the members of audit committee shall be independent directors.

"The Audit Committee was not constituted with at least two-thirds of the independent directors during the period from April 01, 2024 to September

24, 2024 as required u/r. 18(1) (b) of SEBI LODR."

Response from the Board of Directors: The Company has reconstituted the Audit Committee in compliance with regulation 18 (1) (b) of SEBI LODR as on date of Secretarial Audit Report.

The Company has paid fine amounting to Rs3,56,000 as imposed by NSE under protest and fine of Rs4,20,080 as imposed by BSE is subject to protest.

Pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing

Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on May 14, 2025, approved the appointment of M/s. M. Damodaran & Associates LLP, practicing Company Secretaries (Firm Registration Number: L2019TN006000), a peer-reviewed practicing Company Secretaries, as the Secretarial Auditor of the Company for a first term of five consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the shareholders at the ensuing AGM.

D. Internal Financial Controls

Your Company has well-defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent consultants.

Besides, the Company has an Audit Committee, comprising Independent and Non-Executive Directors, which monitors systems, controls, financial management, and operations of the Company.

The Audit Committee has evaluated the internal financial controls and risk management system at its meeting held on the following dates

Sl. No.	Date of Meeting
1.	22nd May 2024
2.	08th August 2024
3.	04th November 2024
4.	30th January 2025

E. Internal Auditor

The Board appointed M/s. V Sankar Aiyar & Co, Chartered Accountants, as an internal auditor for the Financial Year 2024-2025 based on the recommendations of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations

2015 and the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit

Committee of the Board consists of four "Independent Directors" and Two "Non – Independent Directors" as members having adequate financial and accounting knowledge. The composition, procedures, powers, and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors in terms of Section 177(4) of the Act and in terms of

Regulation 18 of the SEBI (LODR) Regulations, 2015. It also oversees the vigil mechanism and is obliged to take suitable action against the Directors or employees concerned, when necessary.

A detailed note on the Audit Committee is given in the Corporate Governance Report forming part of the Annual Report.

B.NominationandRemunerationCommittee

According to Section 178 of the Companies Act, 2013 and in terms of Regulation 19 of SEBI (LODR) Regulations,

2015, the Company has set up a Nomination and Remuneration Committee which has formulated the criteria for determining the qualifications, attributes, and independence of a Director and ensures that:

1) The level and composition of remuneration are reasonable and sufficient to attract, retain and motivate Directors having the quality required to run the Company successfully.

2) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

3) Remuneration to Directors, key managerial personnel, and senior management involves a balance between fixed and variable pay, reflecting short-term and long-term performance, objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy of your Company is set out and available on your company website www.chemfabalkalis.com. A detailed note on the Nomination and Remuneration Committee is given in the Corporate Governance Report forming part of the Annual Report.

C. Stakeholders Relationship Committee

A detailed note on the Stake Holders Relationship

Committee is given in the Corporate Governance Report forming part of the Annual Report.

D. Risk Management Committee

The Company has constituted a Risk Management Committee even though the constitution of Risk Management Committee does NOT apply to the Company since it is mandatory only for the top 1000 listed Companies as per the listing regulations. The Risk Management Committee assists the Board in drawing up, implementing, monitoring, and reviewing the Risk Management Plan. The Committee lays down Risk Assessment and Minimization Procedures and it reviews the Procedures periodically to ensure that the Executive Management controls the risks through the properly defined framework.

E. Corporate Social Responsibility (CSR) Committee

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operating in a socially responsible manner in terms of protecting the environment and conserving water resources and energy. Details of the CSR Policy drawn up by the Company and the CSR expenditure and initiatives were taken during the year 2024-25 are given in Annexure D to this Report.

OTHER MATTERS

A. Particulars of loans, guarantees, or investments u/s 186 of the Companies Act, 2013

During the year under review, the details of loans, guarantees or investments u/s 186 of the Companies

Act 2013 forms part of the financial statements for financial year ended 31 ^st March, 2025 which includes the Loan of Rs3,800 Lakhs (Principal Rs3,761.43 Lakhs and interest at 8.80% net of TDS Rs38.57 Lakhs) which was subsequently converted to Preference shares additionally the Company has invested Rs600 Lakhs towards subscription of 0.01% Cumulative Convertible Preference Shares and the overall investment is 4,40,00,000 shares of Rs10 each in Chemfab Alkalis

Karaikal Limited, a Wholly Owned Subsidiary.

B. Remuneration details of Directors and Employees

The Companys policy on Directors appointment and remuneration, including criteria for determining qualification, positive attributes and independence of a director and other matters provided under subsection (3) of Section 178, is posted on our companys website in the following link https://chemfabalkalis. com/investors/ and forms part of this Report pursuant to the first proviso of Sec. 178 of the Companies Act 2013.

C. Debentures

During the year under review, the Company has not issued any debentures. As of date, the Company does not have any outstanding debentures.

D. Bonus Shares

During the year under review, the Company has not issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including IND AS accounting adjustment entries and interest accrued of Rs8,101.34 Lakhs during the financial Year ended March 31, 2025.

F. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

G. Transfer to Investor Education and Protection Fund

The details of the transfer of unclaimed dividends and the shares for seven consecutive years to the Investor Education and Protection Fund are given in the Corporate Governance Report forming part of the Annual Report, which is also available on the companys website.

H. Credit Ratings

India Ratings has assigned initial rating of "IND A-/

Stable" for Long term Bank facilities; and "IND A2+" for

Short term Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations

24 to 27 of SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure H along with a Certificate M/s. M. Damodaran & Associates LLP, Practicing Company Secretaries, Chennai affirming compliance with the said Code which is appended as Annexure I.

J. Code of conduct for Directors and Senior Management

The Board of Directors had adopted a code of conduct for the Board Members and employees of the company. This Code helps the Company to maintain the standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any misconduct and promoting ethical conduct at the Board level and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

K. Management Discussion and Analysis Report

In accordance with the requirement of the Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section, which forms an integral part of this Annual Report.

L. Disclosure on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Compliant Committee (ICC) has been set up to redress the complaints received in connection with sexual harassment in any form.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

a. Number of complaints filed during the financial year: NIL

b. Number of complaints disposed of during the financial year:NIL

c. Number of complaints pending as of the end of the financial year:NIL

M. Vigil Mechanism

The Company has established a vigil mechanism, also called the Whistle Blower Policy, which has been adopted by the Board, applicable to Directors and employees, to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. It provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The confidentiality of Whistle Blower shall be maintained to the greatest extent possible. Details of the vigil mechanism are available on our

Companys website.

N. Annual Return – MGT – 7

As per the provisions of Section 134(3)(a) of the companies Act, 2013, the Annual Return of the Company is available on our website at www. chemfabalkalis.com/investors

O. Employees Stock Option Scheme

The Company has adopted two Employees Stock Option Schemes: i. Chemfab Alkalis Employees Stock Option Scheme

– 2015 ("CAESOS -2015") and

ii. Chemfab Alkalis Employees Stock Option Scheme

– 2020 ("CAESOS -2020").

Your Company has received a certificate from the

Secretarial Auditors of the Company that ESOP Schemes viz., CAESOS -2015 and CAESOS -2020 has been implemented in accordance with Regulation

13 of the SEBI (Share Based Employee Benefits)

Regulations, 2014 and the resolution(s) passed by the Members of the Company

i. Chemfab Alkalis Employees Stock Option Scheme 2015

The Shareholders of the Amalgamated entity

Chemfab Alkalis Limited had approved the Employees

Stock Option Scheme titled "CAESOS – 2015" through Postal Ballot on March 05, 2016. "CAESOS-2015" complies with SEBI (Share Based Employee Benefits)

Regulations, 2014. The details as required under the

SEBI regulations is part of the financial statements of this Annual Report.

During the year under review, there were no ESOPs granted or equity allotted upon conversion of option under said Plan.

ii. Chemfab Alkalis Employees Stock Option Scheme 2020

At the 11^th Annual General Meeting held on 29^th July 2020, the Shareholders approved Employee Stock

Option Scheme (‘CAESOS -2020) covering 4,00,000 equity shares. There have been no material changes to the Scheme during the year under review. The relevant disclosures pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee

Benefits) Regulations, 2014 is forming part of the financial statements of this Annual report.

Your Company has received a certificate from the

Secretarial Auditors of the Company that ESOP Schemes viz., CAESOS -2015 and CAESOS -2020 has been implemented in accordance with Regulation

13 of the SEBI (Share Based Employee Benefits)

Regulations, 2014 and the resolution(s) passed by the Members of the Company is given in Annexure J.

During the Financial Year 2024-2025 the Company has allotted 1,37,100 equity shares under ‘CAESOS -2020 scheme.

P. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA) circulars dated April 08, 2020, April 13, 2020, and May 05, 2020, and other circulars issued from time to time, the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. Electronic copies of the Annual Report 2024-2025 and Notice of the fourteen (16^th) Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https://chemfabalkalis.com/ investors/

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and

Administration) Rules, 2014, and Listing Regulations, the Company is providing an e-voting facility to all members to enable them or their nominees to cast their votes electronically on all resolutions outlined in the notice. The instructions for e-voting are provided in the notice.

Q. Statement on Secretarial Standards

The Company is adopting compliances of applicable secretarial standards and other secretarial standards to ensure good governance.

R. Human Resources

Employee relations continue to be cordial and harmonious at all levels and in all the divisions of the

Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

The number of Direct employees as of March 31, 2025, was 213. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure E to the Boards Report.

S. Details of application made or proceedings under IBC 2016 during the year

The Company has not applied any application under Insolvency and Bankruptcy code,2016.

T. Details of one-time settlement and the valuation done while taking loan from Banks and Financial Institutions

The company has not entered into a one-time settlement with any Banks & Financial Institutions during the Financial Year 2024-25.

ACKNOWLEDGMENT

The Directors thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions and all other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their cooperation. The Directors wish to record their sincere appreciation of the significant contribution made by the CCAL mates at all levels to its successful operations.

	By Order of the Board of Directors
	For Chemfab Alkalis Limited
	Sd/-
	Suresh Krishnamurthi Rao,
Place: Chennai	Chairman
Date: 31st July 2025	DIN: 00127809