Citichem India Ltd Directors Report

To,

Dear Members,

Citichem India Limited

Your Directors have pleasure in presenting the 33 rd Annual Report on the business and operations of your Company, together with the Audited Financial Statements for the financial year ended on 31 st March, 2025.

1. FINANCIAL PERFORMANCE

The performance of the Company for the Financial Year ended 31 st March, 2025 is summarized as below:

Amount in Rs. Lakhs

Particulars	F.Y.2024-25	F.Y.2023-24
Total Revenue	547,347,063	196,057,798
Less: Total Expenditure	527,587,364	178,128,569
Finance Cost	3,061,130	664,018
Depreciation and amortisation Expenses	70,049	162,801
Profit/(Loss) before Tax	16,628,519	17,102,410
Tax Expenses	4,341,389	3,224,518
Profit/(Loss) after Tax	12,287,130	13,877,892
Basic EPS	2.26	2.78
Diluted EPS	2.26	2.78

2. STATE OF COMPANY S AFFAIRS

During the year under review, revenue from operations of the Company was Rs. 186,953,623 as compared to Rs. 196,057,798 in the previous financial year. During the year under review Company had profit after tax of Rs. 12,287,130/-.

3. SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 7,50,00,000/- (Rupees Seven Crores Fifty Lakhs only) divided into 75,00,000 (Seventy Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each. There were no changes made to the Authorized Share Capital of the Company during the year under review.

As on March 31, 2025, the Paid-up Equity Share Capital of the Company is Rs. 6,80,00,000/- (Rupees Six Crores Eighty Lakhs only) divided into 68,00,000 (Sixty Eight Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.

During the year under review your Company also made an Initial Public Offer of 18,00,000 equity shares of Rs. 10/- each at an issue price of Rs. 70/- each (including the share premium of Rs. 60/- per Equity Share) vide prospectus dated 20 th December, 2024. The allotment for the same was made on 1 st January, 2025 and got listed on SME Platform of BSE Limited on 3 rd January, 2025.

4. DIVIDEND

Considering a conservative approach, your directors do not recommend payment of any dividend for the financial year ended on 31 st March, 2025.

5. AMOUNTS TRANSFERRED TO RESERVES

No amount is proposed to be transferred to general reserves for the financial year ended on 31 st March, 2025.

6. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES

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

7. 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/

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition & category of the Directors along with their attendance at Board Meetings as on during the year ended March 31, 2025 are given below:-

S.	Name of the Director and	Designation	No. of Board Meetings
No.	KMP		Held during the tenure	Attended
1.	Mr. Arif Esmail Merchant	Managing Director	9	9
2.	Mr. Hashim Arif Merchant	Director	9	9
3.	Mr. Wasim Nisar Rizvi	Non Executive	9	9
		Director
4.	Ms. Valentina Priyanka	Independent Director	9	9
	Ekberth Creado
5.	Mr. Vijay Kumar Bhatt	Independent Director	9	9

The composition of the Board reflects the judicious mix of professionalism, competence and sound knowledge which enables the Board to provide effective leadership to the Company. The Board periodically evaluates the need for change in its size and composition to ensure that it remains aligned with statutory and business requirements. None of the Director hold office as a director, including any alternate directorship, in more than twenty companies, nor is a Director on the Board of more than ten Public Companies or acts as an Independent Director in more than seven Listed Companies. Further, none of the Director is a Member of more than ten Committees or Chairman of more than five Committees, across all the Companies in which he/she is a Director. The Company has issued the formal letter of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment has been uploaded on the website of the Company.

The Board is entrusted with ultimate responsibility of the management, directions and performance of the Company. Board conducts and exercises the overall supervision and control by setting the goals and policies, reporting mechanism and decision-making processes to be followed.

The Company has received necessary declaration from each Independent Director of the Company stating that:

(a) they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and (b) as required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors Databank maintained by the Indian Institute of

Corporate Affairs.

Based on the declarations received from the Directors, the Board confirms, there has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors.

In accordance with Section 152 of the Companies Act, 2013, Mr. Hashim Arif Merchant (DIN: 03015945) is retiring by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment.

Ms. Farheen Ansari has been appointed as the Chief Financial Officer of the Company. Ms. Puja Sharma (M. No. ACS 56982), Company Secretary and Compliance Officer of the Company had tendered her resignation from the Company with effect from 10 th January, 2025.

Post the closure of the financial year, Ms. Khyati Palash Sheth (M. No. ACS 74357) was appointed as the Company Secretary & Compliance Officer of the Company by the Board of Directors on the recommendation of the Nomination and Remuneration Committee with effect from 10 th April, 2025, fulfilling the requirements of Section 203 of the Companies Act, 2013 and rules made there under and as per Regulation 6(1) of SEBI Listing Regulations.

9. MEETINGS OF BOARD OF DIRECTORS

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 2024-25, Nine 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:

01	Monday, 1 st April, 2024
02	Tuesday, 18 th June, 2024
03	Thursday, 4 th September, 2024
04	Monday, 9 th September, 2024
05	Tuesday, 17 th December,2024
06	Saturday, 20 th December, 2024
07	Thursday, 1 st January, 2025
08	Tuesday, 6 th January, 2025
09	Tuesday, 18 th March, 2025

10. COMMITTEES OF BOARD

Under the provisions of the Act and the SEBI Listing Regulations, the Board of the Company have three committees namely:

I. Audit Committee

II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee

These are briefly enumerated as under:

I. 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 Company s 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 Board s overall responsibilities.

a.) Composition:

The constitution of the Audit Committee as on 31 st March, 2025 is as under:

Name of Members	Designation
Mr. Vijay Kumar Bhatt	Chairman
Ms. Valentina Priyanka Creado	Member
Mr. Wasim Nisar Rizvi	Member

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

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

Oversight of the Issuer s 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 Director s Responsibility Statement to be included in the Board s 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 auditor s 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.

c.) Audit Committee Meetings and Attendance-

During the Financial Year 2024-25, seven 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:

01	Monday, 1 st April, 2024
02	Tuesday, 18 th June, 2024
03	Thursday, 4 th September, 2024
04	Monday, 9 th September, 2024
05	Tuesday, 17 th December,2024
06	Saturday, 20 th December, 2024
07	Tuesday, 6 th January, 2025

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 Committee s meetings. All the recommendations of the Audit Committee was accepted by the Board during the year.

II. 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.

a.) Composition:

Constitution of the Committee is as under:

Name of Members	Designation
Mr. Vijay Kumar Bhatt	Chairman
Ms. Valentina Priyanka Creado	Member
Mr. Wasim Nisar Rizvi	Member

b.) 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 /Investor s 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

c.) Stakeholders Relationship Committee Meetings and attendance

During the year 2024-25, two meeting of the committee were held on 4 th September, 2024 and 18 th March, 2025 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

d.) Details of Complaints:

Opening balance at the beginning of the year		0
Received during the year		3
Disposed during the year		3
Closing balance at the end of the year	0

III. 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.

a.) Composition:-

Name of Members	Designation
Mr. Vijay Kumar Bhatt	Chairman
Ms. Valentina Priyanka Creado	Member
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.

b.) Terms 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 director s 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 Company s 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.

c.) Nomination and Remuneration Committee Meetings and attendance

During the Financial Year 2024-25, one meetings was held on 4 th September, 2024 and was attended by all members. The necessary quorum was present in all the meetings. d.) 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 company s Nomination & Remuneration policy includes director s 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 Company s website and can be accessed at https://www.citichemindia.com/privacy-policy/

11. Meeting of Independent Directors

The meeting of Independent Directors was conducted to enable the Independent Directors to discuss matters pertaining to inter alia review the performance of Non Independent Directors and the Board as a whole, review the performance of the Executive Chairman of the Company (taking into account the views of the Executive and Non- Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company, Management and the Board which is necessary for the Board to effectively and reasonably perform their duties and considered preferential issue.

The meeting of the Independent Directors for the financial year under review was held on 18 th March, 2025.

The Chairman of the meeting of Independent Directors apprises the Chairman of the Company regarding the views/ concerns, if any, of Independent Directors.

12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND

SECURITIES PROVIDED BY THE COMPANY U/s 186

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.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions that were entered during the financial year are done on arm s length basis and in the ordinary course of business. The details of related party transactions are provided in the financial statements.

The policy on dealing with and materiality of Related Party Transactions has been placed on the Company s website and can be accessed at https://www.citichemindia.com/privacy-policy/

14. MATERIAL CHANGES AND COMMITMENTS

There were no material changes occurred and commitments that took place between the end of the financial year to which the financial statements relate and the date of this Report which can affect the financial position of the Company.

15. SIGNIFICANT AND MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company s operations in future.

16. RISK MANAGEMENT POLICY

In compliance with the requirements of regulations contained in the SEBI Listing Regulations and the provisions of the Act, Company has a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. Company has a well-established Risk Management framework in place for identification, evaluating and management of risks, including the risks which may threaten the existence of the Company. In line with Company s commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. A detailed exercise is carried out to identify, evaluate, manage and monitor the risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The detailed risk management policy of Company is available on https://www.citichemindia.com/privacy-policy/

17. PUBLIC DEPOSITS

During the year under review, Company has neither invited nor accepted or renewed any fixed deposit in terms of provisions of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

18. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

19. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND

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.

20. 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 31 st Annual General Meeting till the conclusion of 36 th 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.

21. STATUTORY AUDITOR S REPORT

The Board has duly received the Statutory Auditor s 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.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s Krishna Rathi & Associate, Company Secretaries, as Secretarial Auditor of the Company to conduct secretarial audit of the secretarial records for the Financial Year 2024-25.

A Secretarial Audit Report in Form MR-3 issued by M/s Krishna Rathi & Associate, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended 31 st March, 2025 annexed to this Report and does not contain any qualification, reservation or adverse remark.

Further, as per recommendation of the Audit Committee, the Board of Director has appointed M/s. Krishna Rathi & Associate, Practicing Company Secretaries as Secretarial Auditors of your Company for the Financial Year 2025-26.

23. CORPORATE GOVERNANCE

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

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 Company s business forms an integral part of this Report .

25. PARTICULARS OF EMPLOYEES

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.

26. LISTING REGULATIONS

During the period under review, the Company has complied with all the mandatory requirements of the SEBI Listing Regulations and other applicable regulations.

27. BOARD EVALUATION

The parameters for the performance evaluation of the Board, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc., and such evaluation was done by the means of questioners circulated to all the directors.

The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the Board, domain knowledge, vision, strategy, etc.

The Chairman of the respective Committees based on the feedback received from the committee members on the outcome of performance evaluation exercise of the committee, shares a report to the Board.

Board Level Performance Evaluation

The Act and the SEBI Listing Regulations stipulates the performance evaluation of the Directors including Chairman, Board and its Committees. Considering the said provisions, the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination & Remuneration committee and approved by the Board. During the year the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and Individual Directors based on an indicative list of factors.

The criteria for performance evaluation are as under:

Performance Evaluation of Non-Executive Directors and Chairman

Participation at Board / Committee Meetings, Managing Relationship, Knowledge and skill, Personal attributes, Compliance and Corporate Governance; Leadership; Strategy Formulation, Strategy Execution, Financial Planning/Performance, Relationships with the Board, Human Resource Management and Succession Planning, Personal Qualities, Resources and Conduct of Meetings.

Performance Evaluation of Board

Composition and Diversity; Strategic Foresight, Value Creation, Process and Procedures, Oversight of the Financial Reporting Process and Internal Controls, Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring of business activities, Understanding of the business of the Company and Regulatory environment;

Contribution to effective corporate governance and transparency in the Company s Operations; Deliberations/decisions on the Company s strategies, policies, plans and guidance to the Executive Management.

Performance Evaluation of Committees

The performance and effectiveness of the Committee; Frequency and duration; Spread of talent and diversity in the Committee; Understanding of regulatory environment and developments; Interaction with the board.

28. CORPORATE SOCIAL RESPONSIBILITY

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.

29. 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/

30. INTERNAL FINANCIAL CONTROL

The Company s 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.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

32. CODE OF CONDUCT

The Company has adopted a Code of Conduct for all the employees including the members of the Board and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance with the said code of conduct for the financial year 2024-25.

The Code has been posted on the website and can be accessed through the following link https://www.citichemindia.com/privacy-policy/

33. ANTI-SEXUAL HARASSMENT POLICY

The Company s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 framed thereunder.

The Company conducts sessions for employees across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act. The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment. During the Financial Year 2024-25, no complaint of sexual harassment was received by the Company details/particulars for the same are as follows:

Particulars	No. of Complaints
No. of Complaints pending at the beginning of the year	0
No. of Complaints received during the year	0
No. of Complaints disposed off during the year	0
No. of Complaints pending for more than Ninety days	0

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The policy is also available on the website of Company at https://www.citichemindia.com/privacy-policy/

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Act with respect to Directors Responsibility Statement, your directors confirm 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 Companies Act, 2013, have been followed and that no material departures have been made from the same;

b) They 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 at the end of the financial year and of the profits of the Company for that period;

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 internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

35. OTHER DISCLOSURES

Other disclosures with respect to Board s Report as required under the Act, Rules notified thereunder and Listing

Regulations are:

In compliance with the provisions of Regulation 32(8) of Listing Regulations, there has been no Deviation(s) and / or Variation(s) in the utilization of the fund raised from the Initial Public Offer (IPO) as disclosed in the Companys Prospectus for the period ended March 31, 2025, as it has been utilized for the purpose for which funds was raised.

The Company is not amongst the top 1000 listed entities based on market capitalization, hence adoption of Dividend Distribution Policy is not applicable to the Company

The Company confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, and has extended all applicable benefits to eligible women employees as mandated under the Act.

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

The Company has not made any valuation for one-time settlement with Banks and Financial Institutions. Hence, there is no reason for elaboration on the said aspect.

36. ACKNOWLEDGEMENT

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors For Citichem India Limited

	Sd/-	Sd/-
	Arif Esmail Merchant	Hashim Arif Merchant
	Managing Director	Director
	DIN: 00500363	DIN: 03015945
Date: 06/09/2025
Place: Mumbai