Chemplast Sanmar Ltd Directors Report

The Board of Directors present the Companys Forty First Annual Report along with the Audited Financial Statements for the financial year ended March 31,2025.

Financial Summary - Standalone and Consolidated

Crores

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations and Other income	2409	1697	4393	4003
Profit before interest, depreciation and taxes	123	(17)	266	106
Depreciation	148	107	199	151
Interest	87	33	236	181
Profit / (Loss) before tax	(112)	(156)	(169)	(226)
Tax Expenses	46	52	59	67
Profit / (Loss) after tax	(66)	(104)	(110)	(158)
Total Other Comprehensive Income for the year	422	0	478	1
Total Comprehensive Income for the year	356	(103)	368	(158)
Basic and Diluted Earnings per share (equity shares, par value 5/- each)	(4.15)	(6.57)	(6.92)	(10.02)

Financial Performance - Standalone

On a Standalone basis, the revenue from operations and other income increased to Rs. 2409 Crores for FY 2024-25 from Rs. 1697 Crores in FY 2023-24. Loss before Tax for FY 2024-25 was Rs. 112 Crores against Rs. 156 Crores loss in FY 2023-24.

Financial Performance - Consolidated

On a consolidated basis, the revenue from operations and other income stood at Rs. 4393 Crores for FY 2024-25 against Rs. 4003 Crores for FY 2023-24. Loss Before Tax for FY 202425 was 169 Crores against Rs. 226 Crores in FY 2023-24.

Dividend and Transfer to Reserves

Considering the loss incurred for the FY 2024-25, the Directors have decided not to recommend any dividend for the FY 2024-25. The Directors also do not recommend any transfer to reserves.

Share Capital

The Companys paid-up equity share capital stood at Rs. 79.06 Crores as on March 31, 2025, consisting of 15,81,09,574 equity shares of 5/- each. There is no change in the share capital of the Company.

Borrowings

The total borrowings, including interest accrued, on a consolidated basis stood at Rs. 1840.60 Crores as on March 31,2025 as against Rs. 1542.28 Crores as on March 31,2024.

Capacity Expansion

During the year, the Company commissioned Phase 2 multipurpose facility for Custom Manufactured Chemicals at Berigai.

Statement of Companys Affairs

Chemplast Sanmar Ltd (CSL) is a leading Speciality chemicals manufacturer in India with focus on Speciality Paste PVC resin and custom manufacturing of starting materials and intermediates for pharmaceutical, agrochemical and fine chemicals sectors. CSL is the largest manufacturer of Speciality Paste PVC resin in India. In addition, CSL is also the fourth largest manufacturer of Caustic Soda and the largest manufacturer of Hydrogen Peroxide in South India and the oldest manufacturer of Chloromethanes in India.

I. Speciality Chemicals PVC Paste Resin

(FY = Financial Year and Q=Quarter)

The domestic demand for Speciality Paste PVC Resin in FY 2024-25 registered a healthy growth of 9%, growing from 161 kt in FY 2023-24 to 176 kt in FY 2024-25. With additional volume from the new facility at Cuddalore, the Company registered a growth of 26% in sales volumes, registering market share of 55% (up from 44% last year).

Indian demand for artificial leather grew on the back of growth of allied industries and consumer spending in India for footwear and other essential items of daily use.

The demand in US and Europe was weak due to high inflationary pressures and rising interest rates while Chinese demand was also lower than usual due to the countrys economic downturn. The Russia-Ukraine war also affected the sales by European producers into Russia, resulting in more quantities being dumped into India.

The Company has been working with the regulatory authorities to counter this very serious problem of dumping. During the year, anti-dumping duties have been imposed on imports from a few countries and another investigation is ongoing on dumping from certain other countries.

The new Paste PVC facility at Cuddalore was commissioned towards the end of the last financial year. This year, the operations of this new facility have been steadily ramped up and have reached 100% by the end of the year.

The Company recorded the highest ever production and sale of Speciality Paste PVC Resin during FY 2024-25, with a 26% growth in Sales volumes for FY 2024-25.

Custom Manufactured Chemicals

The Custom Manufactured Chemicals business manufactures advanced intermediates for global innovators and originators in the Pharmaceutical and Agrochemical markets. The Company markets unique chemistry and process capabilities to its customers based on which customers approach the Company with projects for products that they wish to outsource. Therefore, unlike other chemical companies, the Company does not have a catalogue of products to sell. The Company is well renowned in the industry for its ability to handle various chemistries and chemicals. The Company offers a world-class research and development capability combined with a broad range of chemical technologies at production scale.

In addition, the Company is also well known for its Environmental and Safety stewardship. In fact, customers use this as the first criterion for screening before they decide to work with a supplier. The Company is also unique in having, internally, access to many basic starting materials important for this business - such as Caustic, Chlorine, Hydrogen & Chloromethanes as also the ability to handle gases like Ethylene.

The Company has long-standing partnerships and relationships with global innovator companies in the agro chemical and pharmaceutical space. The Company focusses on engaging with its customers at an early stage of the life cycle of a product to ensure this. Global innovator companies are increasing their outsourcing pie constantly. This, together with the China+1 strategy of the innovators, is resulting in increased enquires for Indian players including Chemplast Sanmar.

Due to its efforts over the years in building relationships and partnerships, the Company has a strong pipeline of products under various stages of development. Many of these will require the Company to make investments in new capacity in the coming months and years. The Company has already committed to invest to set up a world class facility to accommodate the new product pipelines. Phase 1 of the new production block was successfully commissioned in FY 23-24 and Phase 2 was commissioned in December 2024. Apart from this, the Company had commissioned a new R&D block this year. This year, the Company has signed multiple letters of intent with global agrochemical innovators for the manufacture of advanced intermediates.

During the year, in spite of ongoing weak global demand and inventory rationalisation in speciality chemicals, Company saw strong ongoing demand for the new molecules which were commercialised during last year.

II. Value added Chemicals Chloromethanes

During FY 2024-25, more capacities for Chloromethanes were added in the country, especially in South India, thereby increasing the supply in the market.

The demand for Methylene dichloride was stable during the year from both Pharma and Polyurethane foam segments, and grew by 6% to reach 425 KT. Though end product demand for Methylene dichloride from the key sectors was stable, the excess supply scenario severely impacted domestic prices. On a positive note, the shift in refrigerant gas demand from HydroChloroFluoro Carbons (HCFC) to HydroFluoroCarbons (HFC) is likely to increase the demand for Methylene Chloride in the coming years.

Chloroform too witnessed headwinds despite near normal demand from key sectors like Pharma, Footwear, Polymer and Adhesives, due to excess availability of material in the domestic market. Demand from the refrigerant gas segment dropped by 50% starting January 2025, in line with the Montreal Protocol quota reduction for HCFC - 22. Prices of Chloroform continued to remain low following intense competition from domestic players for the available market besides regular import arrivals in bulk.

The market demand for Carbon tetrachloride (CTC) during the year remained stable. Increased supply forced producers to adjust prices downwards through the year. During the coming year, recovery in synthetic pyrethroids demand is expected to help stabilise the market prices for CTC.

Caustic Soda

Being a very basic alkali with a strong correlation between economic activity and consumption, Caustic Soda witnessed a steady demand during the year, driven largely by the Alumina and Paper and Pulp sectors. Prices by and large remained stable to bullish for most quarters of FY 2024-25. This was mainly due to stronger Asian prices for Caustic Soda, driven by weaker demand for chlorine derivatives. Indian players were able to take advantage of stronger international prices, and exported to the Middle East, Africa and South East Asia. Demand from Textile segment improved during the year.

Prices for caustic saw a jump of around 20% through FY 2024-25 in North East Asia, from $400 pdmt to $485 pdmt. The prices appear to have peaked during Q4 FY25. 2025-26 has started with trade uncertainties between different geographies, which is expected to soften demand across different segments and thus prices.

Hydrogen Peroxide

The Hydrogen Peroxide market saw capacity addition during the second half of the year by competition. Increased volumes of Hydrogen Peroxide were imported into India from Bangladesh, following political developments impacting demand in that country. These increased volumes put pressure on prices in India.

The demand from Paper and Pulp, Textile segments were stable to strong through the year. The increased availability from new capacity and lower price imports from Bangladesh would continue to remain a challenge for the industry during FY 2025-26.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Companys wholly owned subsidiary, CCVL, incurred a Loss before tax of Rs. 56 Crores for FY 202425 against Rs. 69 Crores loss for FY 2023-24. The Loss after tax for FY 2024-25 was Rs. 44 Crores, as against loss of Rs. 54 Crores in FY 2023-24.

CCVL is the second largest manufacturer in India

of Suspension PVC resin. The domestic demand of Suspension PVC in FY 2024-25, at 4.38 Million mt, was healthy, registering a year-on-year growth of close to 7.5%. Import in India touched a new high of 2.89 Million mt in the year, up by around 0.3 Million mt compared to the previous year. While the year started well with prices improving till July, prices quickly started to fall subsequently and remained depressed for the rest of the year as the demand in the rest of the world remained weak for a variety of reasons. There was a flood of low-priced imports into India, particularly from China. This led to a situation where market sentiments in India tended towards maintaining low inventory in the anticipation of further price decreases. Margins were therefore adversely impacted, though there was a marginal improvement as compared to the previous year. The domestic Suspension PVC industry has represented to the Government for the imposition of anti-dumping duties and the Company is confident that these efforts will bear fruit in the year ahead.

Agreements - Green Energy (Wind and Solar)

In February 2025, the Company and its wholly owned subsidiary (WOS) Chemplast Cuddalore Vinyls Limited (CCVL) had entered into Power Purchase Agreement with JSW Green Energy Nine Limited (SPV) and a Share Subscription and Shareholders Agreement with JSW Neo Energy Limited and JSW Green Energy Nine Limited. These Agreements, entered into under Group Captive Power Scheme, would enable the Company and CCVL to source environment friendly Green Energy (Wind and Solar) for captive consumption on a long-term basis and would help in reducing the energy costs of the Company and CCVL significantly in the years to come.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report for the year under review, is presented in a separate section as Exhibit A, forming part of the Annual Report.

Corporate Governance Report

The report on corporate governance along with a certificate from the Practising Company Secretary as required under the Listing Regulations is annexed to this Report as Exhibit B.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) read with Schedule II of Part B of the Listing Regulations which is annexed to the report on corporate governance.

The Board and senior management personnel have affirmed that they have complied with the Code of Conduct of the Company. A declaration from Mr Ramkumar Shankar, Managing Director, as required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to this effect is annexed to the report on corporate governance.

Business Responsibility and Sustainability Report

In terms of Regulation 34 (2) (f) of the Listing Regulations, Business Responsibility and Sustainability Report is presented in a separate section, forming part of this Report as Exhibit C.

Safety and Environment

The Company is systematically working towards creating a "Zero Harm Culture" by implementing various standards like ISO 45001, Responsible Care Codes, Process Safety Management and Behaviour Based Safety practices.

A. Responsible Care Codes: It is a voluntary initiative, which goes beyond legislative and regulatory compliance and commits companies towards continual improvement in Safety, Health and Environment. This consists of 7 codes.

Responsible Care Codes

1. Process Safety Code: Helps in establishing risk-based awareness of the safety impacts due to technology, facilities and personnel.

2. Employee Health and Safety Code: Enables achieving Zero accidents and Zero injuries or harm to human health and the environment.

3. Pollution Prevention Code: Achieves ongoing reductions in the amount of all contaminants, and pollutants released to the air, water and land.

4. Emergency Response Code: Guide companies to prepare a set of detailed emergency plans, based on potential risks a facility might face.

5. Distribution Code: To prevent or mitigate the consequences of incidents during distribution activities to the General public, Environment, Employees customer etc.

6. Product Safety and Stewardship Code: To understand, manage and communicate the health and environmental impacts of chemical products.

7. Security Code: To reduce the potential for theft and subsequent misuse, the intentional release of chemicals or sabotage of chemical processes causing a release in fixed facilities.

B. SANSAFE - Transforming Safety Culture:

The Company has engaged the reputed agency DSS+ (formerly called as Dupont Sustainable Solutions) to implement Risk Based Process Safety Management and Behaviour Based Safety Management with the view of Transforming Safety Culture to the highest level.

C. Safety Performance:

The Company continues to focus on leading indicators such as hazard reporting and elimination, near miss reporting, employees suggestions to improve process safety and work place safety. Software has been implemented to aid the above.

D. Awards

• Mettur Plant III has received the "Sword of Honour" for Occupational Health and Safety Performance from British Safety Council in October 2024.

• Chemplast Sanmar has received "ICC- EPSILON CARBON" Certificate of Merit for Best Compliant Company for Distribution code from Indian Chemical Council.

Finance

The Company has established a good track record with the Bankers and Financial institutions, thereby enjoying their full confidence.

During the last week of December 2024, CRISIL Ratings reaffirmed Chemplast Sanmar Limiteds and its wholly owned subsidiary, Chemplast Cuddalore Vinyl Limiteds credit ratings to AA- (long term), with outlook reaffirmed "Negative" as earlier. CRISIL has also reaffirmed short term rating of A1+, which is the highest rating possible.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing Regulations, 2015, as amended, the Board of Directors has approved the Dividend Distribution Policy and the said Policy is available in the following link https://www.chemplastsanmar.com/downloads/ investor-relations/csl-policies/dividend-distribution- policy.pdf

Change in the Nature of Business

There was no change in the nature of business of the Company during the financial year.

Risk Assessment and Management

The Company has a well-defined Risk Management System. The Board of Directors have constituted a Risk Management Committee to monitor and oversee the Risk Management System. The composition of the Risk Management Committee, terms of reference and number of committee meetings held during the year under review are given in the Corporate Governance report.

The Risk Management Policy of the Company, as recommended by the Risk Management Committee and approved by the Board of Directors of the Company, can be accessed in the Companys website using the link https://www.chemplastsanmar.com/ d own load s/investor-relati ons/csl-pol icies/risk- management-policy.pdf. The Risk Management System of the Company ensures that all risks that the organisation faces including strategic, financial, credit, operational, market, liquidity, security, property, legal, regulatory, IT, reputational and other risks are identified and the impact assessed. Mitigation plans are then drawn up and these plans are effectively reviewed and implemented.

Internal Control Systems

Adequate internal controls, systems, and checks are in place, commensurate with the nature of the Companys business and size. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

Internal audit for the year 2024-25 was carried out by RGN Price & Co, Chartered Accountants, covering all significant areas of operations. All significant observations of the Internal Auditors are placed before the Audit Committee, together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company, and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas.

Internal Financial Control over Financial Reporting

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessment carried out by management with the help of the internal auditors, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Deposits

During the year under review, the Company has not accepted any public deposit within the meaning of the provisions of The Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as on March 31,2025, the Company did not have any outstanding public deposit.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of investments and guarantees under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended March 31,2025.

The Company has not given any loans under the provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 6,2016 as amended from time to time.

Subsidiary

Chemplast Cuddalore Vinyls Limited continues to be the wholly-owned subsidiary of the Company. The details on operations / performance of the said subsidiary during the year under review are given hereinabove.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the details of investments made in the subsidiary and the details of guarantees issued by the Company to the lenders of the wholly-owned subsidiary have been furnished in the Notes forming part of the Accounts.

A statement containing the salient features of the financial statements of the Companys wholly-owned subsidiary under the provisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 has been annexed in prescribed Form AOC 1 as Annexure 6.

The audited financial statements of the wholly-owned subsidiary Company are placed on the Companys website www.chemplastsanmar.com

The Company does not have any joint venture or associate Company during the year or at any time after the closure of the year and till the date of the report.

Related Party Transactions

There are no contracts / arrangements / transactions which are not at arms length basis and there are no material contracts / arrangements / transactions. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188 (1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website and is available in the following link https://www. chemplastsanmar.com/downloads/investor- relations/csl-policies/related-party-transaction- policy.pdf

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and Companys operations in future.

Material Changes and Commitment affecting the financial position of the Company that occurred after March 31, 2025

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year to which the Financial Statements relate to and the date of this report.

Directors and Key Managerial Personnel

Mr Sumit Maheshwari (DIN:06920646) Non-Executive Director, is liable to retire by rotation pursuant to Section 152 (6) of the Companies Act, 2013. Being eligible, he offers himself for re-appointment. As recommended by the Nomination and Remuneration Committee of Directors, the Board of Directors at its meeting held on May 13, 2025 has approved his reappointment, liable to retire by rotation and recommended to the Shareholders for their approval at the ensuing 41st Annual General Meeting.

The Board of Directors, at its meeting held on May 13, 2025, on the recommendation of Nomination and Remuneration Committee has approved the appointment of Mr Vikram Taranath Hosangady

(DIN: 06920646) as a Non-Executive and Independent Director of the Company for a term of five (5) consecutive years, subject to the approval of shareholders at the ensuing 41 st Annual General Meeting of the Company. Mr Vikram Taranath

Hosangady has also submitted declaration stating that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and under the applicable Regulations of Listing Regulations. The Company has received a notice under Section 160 of the Companies Act, 2013 from a member of the Company, proposing the appointment of Mr Vikram Taranath Hosangady as a Non-Executive Independent Director of the Company for a term of five (5) consecutive years, not liable to retire by rotation.

The Independent Directors of the Company have submitted declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Based on the declarations received from all the Independent Directors and in the opinion of the Board, all the Independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules thereunder, the Key Managerial Personnel (KMP) of the Company are Mr Ramkumar Shankar, Managing Director, Mr N Muralidharan, Chief Financial Officer and Mr M Raman, Company Secretary. They are also the KMPs of the Companys wholly-owned subsidiary, Chemplast Cuddalore Vinyls Limited.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed by the Company.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the loss of the Company for the year ended on that date.

(c) The Directors have taken proper and sufficient care 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 have prepared the annual accounts of the Company on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) The Directors have laid down internal financial controls to be followed and confirm that such internal financial controls were adequate and operating effectively.

Number of Board Meetings

During the year, the Board of Directors met Nine (9) times as per details furnished in the Corporate Governance Report.

Audit Committee

The Members of the Audit Committee met Six (6) times during the financial year under review. The details of the constitution of the Audit Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration Committee met four (4) times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

The Policy on formal Annual Evaluation by the Board can be accessed through the following link https:// www.chemplastsanmar.com/downloads/investor- relations/csl-policies/2024/Nomination and Remuneration Policy and Board Evaluation Policy. pdf

Stakeholders Relationship Committee

The Members of the Stakeholders Relationship Committee met once (1) during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, terms of reference have been stated in the Corporate Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met two (2) times during the financial year under review. The details of the constitution of the Risk Management Committee, terms of reference have been stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility Committee met once (1) during the financial year under review. The details of the constitution of the CSR Committee have been stated in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out evaluation of its own performance, the Directors individually and evaluation of working of the committees of the Board during the financial year 2024-25 as per the criteria laid down by Nomination and Remuneration Committee. The evaluation process contained various aspects of the functioning of the Board and its committees and their roles, frequency of meetings, level of participation, and independence of judgement, performance of duties and obligations.

The Board expressed its satisfaction on the performance of all the Directors, Board and its committees which reflected the overall engagement of the Directors, the Board and its committees of the Company.

Familiarisation Programme for the Independent Directors:

The details with respect to familiarisation programme for the Independent Directors are furnished in the Corporate Governance Report.

Personnel

I ndustrial relations with employees remained cordial during the year. Human Resource Development activities continued to receive considerable attention. The emphasis was on imparting training and developing the skill set of employees to enable them face the challenges in an increasingly complex work environment.

Particulars of employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure 3.

Statement containing particulars of employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is provided in the Annexure forming part of this report. In terms of proviso to Section 136 (1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Statement is open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

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

The Company has complied with the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in regard to constitution of an internal Committee as prescribed. During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal with an instance of fraud or mismanagement, if any. The Directors are pleased to report that during the year under review, no untoward or fraud case was reported.

The Company has adopted an ethical code of conduct for the highest degree of transparency, integrity, accountability and corporate social responsibility. Any actual or potential violation of the Code would be a matter of serious concern for the Company.

This policy has been formulated with a view:

• To provide a mechanism for employees of the Company and other persons dealing with the Company to report to a person nominated by the Audit Committee, any instance of unethical behaviour, actual or suspected fraud or violation of the Companys Ethics Policy.

• To safeguard the confidentiality and interest of such employees / other persons dealing with the Company against victimisation, who notice and report any unethical or improper practices and

• To appropriately communicate the existence of such mechanism, within the organisation and to outsiders and

• To ensure that no personnel is denied access to the Chairman of the Audit Committee in respect of reporting any of above instances.

Corporate Social Responsibility (CSR)

In the year under review, the Company continued to work closely with the communities around its plants, with an emphasis on making a tangible difference to their quality of life.

As mandated by the Companies Act, 2013 and the rules framed thereunder, the Company has formulated a Policy on CSR and has constituted a CSR Committee to recommend and monitor expenditure on CSR.

Details of CSR Expenditure, in the prescribed format, form part of this Report and are enclosed as Annexure 2.

Statutory Auditors

BSR & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed

as the Statutory Auditors of the Company for a period of 5 years, from the conclusion of 38th Annual General Meeting to 43rd Annual General Meeting of the Company, that is, for the Financial Years 2022-23 to 2026-27.

Internal Auditors

RGN Price & Co. LLP Chartered Accountants (Firm Registration No.002785S) are the Internal Auditors of the Company.

Cost Records, Audit and Auditor

Pursuant to Section 148(1) of the Companies Act, 2013 and rules thereunder, the Company is required to maintain cost records/ accounts as specified therein in respect of its products and the Company maintains cost records/ accounts in the prescribed format.

As per provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, the cost audit records maintained by the Company in respect of the products of the Company are required to be audited. The Company had appointed N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditors to audit the cost accounts of the Company for the Financial Year

2024- 25.

As recommended by the Audit committee, the Board of Directors at its meeting held on May 13, 2025 has also approved the appointment of N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditors to audit the cost accounts of the Company for the Financial Year 2025- 26.

The Cost Auditors have given a Certificate to the effect that the appointment is within the prescribed limits specified under Section 141 of the Companies Act, 201 3.

As required under the Companies Act, 2013, the remuneration payable to the cost auditors for FY 2025-26 is placed before the Members for their ratification.

Secretarial Audit

The Board of Directors had appointed B Ravi & Associates, Company Secretaries in Practice, Chennai to carry out the Secretarial Audit of the Company for the Financial Year 2024-25. The Report of the Secretarial Auditor is annexed herewith as Annexure 4 and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report issued by B Ravi & Associates, Company Secretaries in Practice, Chennai to the Companys material unlisted subsidiary Chemplast Cuddalore Vinyls Limited is also annexed herewith as Annexure 5.

Pursuant to the Regulation 24A (1) (b) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with Section 204 of Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed B Ravi & Associates (Firm Registration No. P2016TN052400; Peer Review Certificate Number 930/2020), Company Secretaries in Practice, Chennai as Secretarial Auditor for a term of five (5) years from the Financial Year 2025-26.

Explanations or comments on the qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors or by the Company Secretary in Practice in their report (Secretarial Auditor)

For the year under review, there is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor or Secretarial Auditor of the Company. The report of the Statutory Auditor forms part of the financial statement. The Report of the Secretarial Auditor is annexed herewith as Annexure 4 and forms part of this Report.

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder by officers or employees reported by the Statutory Auditor of the Company during the course of the audit conducted.

Secretarial Standards

The Board confirms compliance with the Secretarial Standards notified by the Institute of Company Secretaries of India, New Delhi and applicable to the Company.

Annual Return

Draft Annual return in Form MGT 7 as on March 31,2025 is available on the Companys website at https://www. chemplastsanmar.com/downloads/cslfinancials/ CSL-Extract-of-Annual-Return-MGT-7-2024-25.pdf

Green initiative

The Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, as may be amended from time to time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, the Company appeals to all those members who have not registered their e-mail addresses so far, to register their e-mail address in respect of electronic holdings with their concerned Depository Participants and / or with the Company.

Further, the Company will also send the Annual Report for the Financial Year 2024-25 to all the shareholders only through electronic means as per the relaxations provided by MCA Circulars dated May 5, 2020, January 13, 2021, December 14, 2021, May 5, 2022, December 28, 2022, September 25, 2023 and September 19, 2024 and SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and October 3, 2024 which enhances the Green initiative measures taken by the Company.

Other disclosures

During the year under review, there were no:

a) Issues of Equity Shares with differential voting rights, dividend or otherwise as per Section 43(a)

(ii) of the Companies Act 2013;

b) Issues of shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54 (1) (d) of the Companies Act, 2013;

c) Instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Companies Act, 2013 and

d) Revisions to the financial statements.

Other Particulars

Additional information on conservation on energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of section 134(3)(m) of the Companies Act, 2013, read with Rule 9 of the Companies (Accounts) Rules 2014 is set out in Annexure 1 and forms part of this Report.

Acknowledgements

The Board of Directors thank the customers, vendors, bankers, regulatory and Government authorities, stock exchanges, business associates and all other stakeholders for their assistance, support and cooperation extended. The Directors also thank the Shareholders for reposing faith on the Companys performance. The Board of Directors places on record its appreciation of the committed service of all the employees of the Company.

Cautionary Statement

Statements made in the report, including those stated under the caption "Management Discussion and Analysis" describing the Companys plans, and expectations may constitute, "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

	For and on behalf of the Board
	Vijay Sankar
Chennai	Chairman
May 13, 2025	DIN:00007875