Citichem India Ltd Directors Report

To,

The Members

The Board of Directors ("the Board") are pleased to present the 34^th Annual Report of Citichem India Limited ("the Company") together with Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31, 2026.

01. FINANCIAL HIGHLIGHTS:

[Amount in INR)

Particulars	FY 2025-26	FY 2024-25
Net Sales/ Income from Operation	9,47,82,071	18,69,53,623
Other Income	6,00,23,621	36,03,93,440
Total Income	15,48,05,692	54,73,47,063
Profit before interest, Depreciation &	2,01,82,309	1,97,59,699
Tax
Less Interest (Financial Cost)	58,36,947	30,61,130
Depreciation	6,03,233	70,049
Profit/Loss Before Exceptional	1,37,42,130	1,66,28,519
Item &Tax Exp.
Add/Less Exceptional Items	0	0
Profit/Loss Before Tax	1,37,42,130	1,66,28,519
Less Current tax	35,00,000	44,00,000
Deferred Tax	2,27,953	(58, 611)
Net Profit/Loss after tax	1,00,14,177	1,22,87,130
Total Comprehensive Income/loss	0	0
Total	1,00,14,177	1,22,87,130
EPS (Basic)	1.47	2.26
EPS (Diluted)	1.47	2.26

02. DIVIDEND

Your directors have not recommended any dividend for the year. This is mainly to preserve financial resources of the Company.

03. TRANSFER TO RESERVES

The Company has earned profit of Rs.1,00,14,177/- during the Financial Year. The entire amount has been transferred to General Reserve. As a result the Balance of Reserve and Surplus remain at Rs. 14,30,05,595 at the end of the year.

04. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

_

There has been no change in the nature of the Business of the Company.

05. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY BETWEEN BALANCE SHEET DATE AND DATE OF

BOARDS REPORT: l

In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any material changes and commitments affecting the financial position of the Company which have occurred during the financial year ended on 31^st March 2026 and between the end of the financial year and the date of this Report.

06. STATE OF COMPANYS AFFAIRS AND REVIEW OF BUSINESS OPERATIONS &

FUTURE PROSPECTS:

During the year under review, the Company has generated revenue of Rs.9,47,82,071 from operations as compared to Rs.18,69,53,623.Profit after tax decreased from Rs. 1,22,87,130 in FY 2024-25 to Rs. 1,00,14,177 in FY 2025-26. Earnings per share have decreased from Rs. 2.26 per share in the FY 2024-25 to Rs. 1.47 per share in FY 2025-26.

07. SHARE CAPITAL AND CHANGE THEREIN

Authorised Share Capital

The Authorised Share Capital of the Company as on end of the Financial year is remain at Rs. 7,50,00,000/- consisting of 75,00,000 Equity Shares of Rs.10/- each.

Issued, Subscribed and Paid-Up Share Capital Equity Share Capital

The Authorised Share Capital of the Company as on end of the Financial year is remain at Rs. 6,80,00,000/- consisting of 68,00,000 Equity Shares of Rs.10/- each.

Preference Share Capital

Your Company has not issued any Preference Shares during the year under review.

Buy Back of Securities

Your Company has not bought back any of its securities during the year under review.

15

Sweat Equity

Your Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

Your Company has not issued any Bonus Shares during the year under review.

Employee Stock Option Plan

Your Company has not provided any Stock Option Scheme to the employees.

08. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND

CHANGE THEREIN

During the year under review, there were no changes in the composition of the board of directors and KMP of the company.

At the end of the year following are the directors of the company

Sr. No. Name of Directors	Designation
1 Mr. Arif Esmail Merchant	Managing Director
2 Mr. Hashim Arif Merchant	Director
3 Mr. Wasim Nisar Rizvi	Non Executive Director
4 Ms. Valentina Priyanka Ekberth Creado	Independent Director
5 Mr. Vijay Kumar Bhatt	Independent Director

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons were acting as Key Managerial Personnel of the Company as on 31^st March, 2026:

i. Ms. Farheen Ansari, Chief Financial officer ii. Ms. Ms. Khyati Palash Sheth, Company Secretary

During the year under review, the Board of Directors at its meeting held on 10^th April,2025 has appointed Ms. Khyati Palash Sheth as Company Secretary and Compliance officer of the Company.

Based on the confirmation received from the Directors, neither of these Directors are disqualified under Section 164(2) of the Act.

I09. INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations and they are independent of the management and they have complied with the code for Independent prescribed in Schedule IV of the Act.

The Board is of the opinion that the all Directors including the Independent Directors of the Company possess requisite qualifications, experience and expertise in their relative fields and that they hold highest standards of integrity.

10. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND

EXPERIENCE (INCLUDING PROFICIENCY) OF THE INDEPENDENT DIRECTORS:

The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking, decision making and vast experience in varied fields has immensely contributed in strengthening the Companys processes to align the same with good industry practices.

I11. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own, the Chairperson, Boards

Committees, as well as, Directors individually including performance of Independent Directors, after seeking inputs from all the Directors/Committee members and finds it satisfactory. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Your Company has also received declaration from all the Directors and senior management personnel on compliance of Code of Conduct as, formulated by the Company.

I12. BOARD AND COMMITTEE MEETINGS

Board meetings are conducted in accordance with the provisions of the Companies

Act, 2013 (hereinafter referred as "the Act") read with Articles of Association of the

Company, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the SEBI Listing Regulations") and Secretarial Standard-1.

The Board meets at regular intervals (at least once in a calendar quarter) to discuss and decide on business strategies/policy and review the financial performance of the Company.

During the year 2025-26, 5 Board Meetings were held, and the intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing Regulations, including relaxations/extensions as time to time provided by the Ministry of Corporate affairs and Securities and Exchange Board of India. The dates on which the said meetings were held are as follows:

Sr.No	Date of Meeting	No of Directors entitled to attend the meeting	No of Directors present at the meeting
1.	10/04/2025	05	05
2.	30/05/2025	05	05
3.	06/09/2025	05	05
4.	14/11/2025	05	05
5.	21/01/2026	05	05

Details of Committee Meetings of Board of Directors

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time viz.

a. Audit Committee; b. Nomination and Remuneration Committee; c. Stakeholders Relationship Committee and

These are briefly enumerated as under:

a. Audit Committee:

The Audit Committee is duly constituted in accordance with Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The

Committee acts as a link between the Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the Board of Directors.

The Audit Committee comprises of three Directors, all of whom are Non-Executive Independent Directors. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance. The Audit Committee seeks to ensure both corporate governance and provides assistance to the Board of Directors in fulfilling the Boards overall responsibilities.

Sr.No	Name of Members	Designation
1.	Mr. Vijay Kumar Bhatt	Chairman
2.	Ms. Valentina Priyanka Creado	Member
3.	Mr. Wasim Nisar Rizvi	Member

The Company Secretary and Compliance Officer of the Company will act as the Secretary to the Audit Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

-Oversight of the Issuers financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. -Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. -Approval of payment to statutory auditors for any other services rendered by the statutory auditors. -Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013. -Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

-Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

-Review and monitor the auditors independence and performance, and effectiveness of audit process. -Approval or any subsequent modification of transactions of the Company with related parties. -Scrutiny of inter-corporate loans and investments. -Valuation of undertakings or assets of the Company, wherever it is necessary; -Evaluation of internal financial controls and risk management systems; -Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. -Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. -Discussion with internal auditors any significant findings and follow up there on. -Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. -Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern. -To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. -To review the functioning of the Whistle Blower mechanism. -Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

Audit Committee Meetings and Attendance

During the Financial Year 2025-26, Two meetings of the Audit Committee were held and were attended by all the Directors. The necessary quorum was present in all the meetings. The dates of the meetings are:

Sr.No	Date of Meeting	No of members entitled to attend the meeting	No of members present at the meeting
1.	30/05/2025	03	03
2.	14/11/2025	03	03

The Audit Committee invites such of the executives as it considers appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the Statutory Auditors, Secretarial Auditors etc. to attend the Committees meetings. All the recommendations of the Audit Committee were accepted by the Board during the year.

b. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is duly constituted in accordance with Section 178(5) of the Act. The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders/ investors complaints with respect to transfer, transmission of shares, issuance of duplicate share certificate, non-receipt of Annual Report, non-receipt of dividend etc. This committee overlooks the performance of the Registrar and Share Transfer Agent and to recommend measures for overall improvement in the Quality of Investor services. The Company has always valued its customer relationships.

Composition

Sr.No	Name of Members	Designation
1.	Mr. Vijay Kumar Bhatt	Chairman
2.	Ms. Valentina Priyanka Creado	Member
3.	Mr. Wasim Nisar Rizvi	Member

Terms of reference of the Stakeholders Relationship Committee are broadly as under

The Stakeholders Relationship Committee specifically looks into various issues of the Shareholders such as:

-Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

-Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of

Shareholders /Investors grievances.

-Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties. -Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them. -Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time. -Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

Stakeholders Relationship Committee Meetings and attendance

During the year 2025-26, two meeting of the committee were held on 10^th April, 2025 and 21^st January, 2026 and were attended by all members. The necessary quorum was present in the meeting. The Company Secretary of the Company acts as the Secretary of the Committee

During the Financial year under review, no complaint has been received.

c. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Company in terms of the provisions of Section 178 of the Act. The Nomination and Remuneration Committee reviews and recommends the payment of salaries, commission and finalizes appointment and other employment conditions of Directors, Key Managerial Personnel and other Senior Employees.

Composition

Sr.No	Name of Members	Designation
1.	Mr. Vijay Kumar Bhatt	Chairman
2.	Ms. Valentina Priyanka Creado	Member
3.	Mr. Wasim Nisar Rizvi	Member

The Nomination and Remuneration Committee has been constituted in order to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders.

Term of Reference

The broad terms of reference of the Nomination and Remuneration Committee, as amended from time includes the following- -Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance;

-Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees; -Formulation of criteria for evaluation of performance of independent directors and the board of directors; -Devising a policy on diversity of board of directors; -Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

-Determine our Companys policy on specific remuneration package for the

Managing Director / Executive Director including pension rights;

-Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors; -Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose. -Decide the amount of Commission payable to the Whole Time Directors; -Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.; and -To formulate and administer the Employee Stock Option Scheme.

Nomination and Remuneration Committee Meetings and attendance

During the Financial Year 2025-26, two meetings were held on 10^th April,2025, 6^th September,2026 and 14^th November,2025. All the Meetings were attended by all members. The necessary quorum was present in all the meetings.

This Nomination and Remuneration Policy (the "Policy")

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Citichem India Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and includes formal evaluation framework of the Board. The companys Nomination & Remuneration policy includes directors appointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director.

The objective of this Policy is to serve as a guiding charter to appoint qualified persons as directors on the Board of Directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), persons who may be appointed in senior management positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.

The policy has been placed on the Companys website and can be accessed at https://www.citichemindia.com/privacy-policy.

I13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, one Separate meeting of Independent Directors was held on 21^st January, 2026.

14. LISTING ON STOCK EXCHANGES

I

The Equity Shares of the Company continue to remain listed on BSE Limited ("BSE"). The annual listing fees for the 2026-27 has been paid.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended 31^st March, 2026 the Board hereby submits its Responsibility Statements that: -

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

24 c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

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

f) Internal financial controls (as required by explanation to section 134(5)(e) of the Act) is being followed by the Company and that such internal financial controls are adequate and were operating effectively;

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186 OF THE COMPANIES ACT 2013

During the year under review, the Company has not given any loans or guarantee or provided security in connection with a loan nor it has acquired by way of subscription, purchase or otherwise the securities of any other body corporate.

17. UTILISATION OF PROCEEDS OF IPO Fund

The Company has utilized part proceeds of the IPO fund as per objects of the issue and the remaining amount has been kept as Fixed Deposit.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed an Internal Complaint Committee ("ICC") for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a detailed policy for prevention of sexual harassment at workplace which ensures a free and fair enquiry process with clear timelines for resolution. During the Year under review, the details regarding complaints on sexual harassment are given as under.

a)	Number of complaints of sexual harassment received in the year	Nil
b)	Number of complaints disposed off during the year	NA
c)	Number of cases pending for more than ninety days	NA

19. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT

ACT, 1961

During the FY 2025-26, the Company has implemented the policy for the benefit of the maternity in compliance of the provisions of the Maternity Benefit Act, 1961.

During the Year under review, there was no any application received for the maternity leave and for other benefits applicable under the Maternity Benefit Act, 1961.

I20. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

I21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees of the Company was in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Act read with rule 5, sub-rule 2 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(as amended) during the year under review.

Further none of the Directors have been paid any remuneration during the financial year, hence details in terms of sub section 12 of Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not disclosed.

22. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, there was no Associate, Joint Venture and Subsidiary Company.

I23. RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transactions as defined under Section 188 of the Companies Act,2013. Hence requirement of disclosures of information as per form AOC-2 is not applicable to the Company.

I24. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo during the financial year as required to be disclosed pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules 2014 is not applicable during the financial year.

25. ANNUAL RETURN

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, the Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at https://www.citichemindia.com/annual-return.

I26. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

Subject to the provisions of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2015, the Company is not mandatorily required to undertake CSR initiatives. The report of the CSR activities is not applicable to the Company.

I27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its whistle blower policy, approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act.

The policy also provides protection to the employees and Directors who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy. The employees are encouraged, to raise voice, for their concerns by way of whistle blowing and all the employees have been given access to Chairperson of the Audit Committee. It also provides adequate safeguards against victimization of Directors/ Employees who avail the mechanism and are free to report violations of applicable laws and regulations and the code of conduct. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Whistle Blower Policy is available on the following web link: https://www.citichemindia.com/privacy-policy.

28. RISK MANAGEMENT POLICY

The Risk Management Process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process so that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

I29. AUDITORS & THEIR REPORTS

A) STATUTORY AUDITORS

M/s. NGST & Associates, Chartered Accountants (Firm Reg. No. 135159W) were appointed as Statutory Auditors for a term of 5 years the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting to be held in the year 2028.

M/s. NGST & Associates, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board has duly received the Statutory Auditors Report on the financial

Statements of the Company for the financial year ended March 31, 2025. The Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report and the observations made by the Auditors are self-explanatory and have been dealt with in Independent Auditors Report & its annexures and hence do not require any further clarification.

Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Act.

B) SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed Mrs. Kalpana Srinivasan, Practising Company Secretary as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2025-26. A Secretarial Audit Report in Form MR-3 issued by Mrs. Kalpana Srinivasan in respect of the secretarial audit of the Company for the financial year ended 31st March, 2026 annexed to this Report and does not contain any qualification, reservation or adverse remark.

I30. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW

During the FY 2025-26, The Auditors have not reported any instances of frauds committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

31. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS &

ANALYSIS REPORT

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

In compliance with the Regulation 34 (2) of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving details of overall industry structure, developments, performance and state of affairs of Companys business forms an integral part of this Report.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN

STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant and/or material orders were passed by any Regulator or Court or

Tribunal impacting the going concern status and the Companys operation in future.

I33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal financial control framework is commensurate with the size and operations of the business and is in line with requirements of the Act. The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms ensure timely identification of risks and issues. The Management, Statutory and Internal Auditors undertake rigorous testing of the control environment of the Company. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

34. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF

AUTHORITY

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) as Company has not declared any dividend in the past.

35. SECRETARIAL STANDARDS

I

All the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Board and General Meeting are being followed by the Company.

36. DEPOSITS

The Company has not accepted any fixed deposits, within the meaning of section 73 of the companies Act 2013, Read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

37. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

During the FY 2025-26 the Company has not availed any loan from the Director or their relative of the Company.

38. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016 ("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, even upto the date of this report.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE

AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks / Financial institutions occurred during the year.

40. REVISION IN FINANCIAL STATEMENT OR BOARDS REPORT

During the year under review, no revision in Financial Statement or Boards Report has been made pursuant to section 131 of the Companies Act, 2013.

I41. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

As on the date of this Report, your Directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the result or the operations of your Company for the financial year in respect of which this report is made.

I42. CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management

Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the

31 CITICHEM INDIA LIMITED ANNUAL REPORT 2025-26 meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

43. ACKNOWLEDGEMENTS

The Bankers and financial institutions have extended their full support, cooperation and valuable assistance to the Company. Your Directors place on record their appreciation for the same.