Patel Chem Specialities Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 18th Board s Report of Patel chem Specialities Limited( the Company ) for the year ended on March 31, 2026 ( period under review ).

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

(Rs.in Lakhs)

Financial result	For the year ended March 31, 2026	For the year ended March 31, 2025
Gross Total Income / Gross Receipt	13908.19	10555.18
Profit Before Interest & Depreciation	1889.25	1573.03
Less: Interest & Financial Cost	96.56	91.85
Profit Before Depreciation & Taxation	1792.69	1481.18
Less: Depreciation	94.41	71.65
Profit After Depreciation Before Tax	1,698.28	1,409.53
Less: Current Income tax	425.00	352.36
Deferred tax Assets/ Liability (-)	15.17	2.40
Tax adjustment for earlier period	33.23	3.05
Net Profit After	1255.22	1,056.52
APPROPRIATIONS	-	-
Proposed Dividend	0	0
Tax on Proposed Dividend	0	0
Transfer to General Reserve	0	0
Balance Carried Forward to Next Year	1255.22	1056.52

2. STATE OF THE COMPANYS AFFAIRS & FUTURE PROSPECTS:

Patel Chem Specialities Limited has established itself as a trusted manufacturer of high-quality pharmaceutical excipients and specialty chemicals, serving the evolving needs of the pharmaceutical industry. With a strong foundation built on quality, innovation, operational excellence and customer satisfaction, the Company continues to strengthen its position as a reliable partner for domestic as well as international customers.

The Company offers a diversified portfolio of pharmaceutical excipients, (Sodium CMC), (SSG), (CCS), Calcium CMC, Magnesium Stearate and Pregelatinised Starch. In addition, the Company manufactures Sodium Monochloroacetate, a key intermediate used in the pharmaceutical and specialty chemical industries. Through consistent focus on quality assurance, process optimization and customer-centric solutions, the Company continues to enhance its product offerings and expand its market presence.

The Financial Year 2025-26 marked a significant milestone in the Company s journey with the successful listing of its Equity Shares on the SME Platform of the Bombay Stock Exchange. The listing has strengthened the Company s capital base, enhanced corporate governance standards and positioned the Company to pursue its long-term growth strategy with greater financial flexibility and market visibility.

Highlights of Financial Performance:

During the year under review, Revenue from Operations increased to 13,726.33 Lakhs in FY 2025-26 from 10,508.78 Lakhs in the previous year, registering a growth of 30.61% and reflecting healthy business growth. Profit After Tax (PAT) increased to 1,255.22 Lakhs in FY 2025-26 from 1,056.52 Lakhs in the previous year, registering a growth of 18.81% and demonstrating improved operational performance and sustained profitability.

The growth in revenue and profitability reflects the Company s continued emphasis on operational efficiency, product quality, customer confidence and disciplined financial management.

Status on expansion and workings of the Company:

The Company has successfully completed the expansion of its Talod Plant, pursuant to which the plant s annual production capacity has increased substantially from 720 MT per annum to 4,500 MT per annum.

Following the completion of the expansion, the trial batches have already commenced, and the Company expects to commence commercial production from the expanded facility shortly. The increased capacity is expected to enable the Company to cater to growing market demand and support its future business growth.

The Company has also commenced the construction of a new manufacturing facility at Survey No. 779, Village Indrad, Taluka Kadi, District Mehsana, Gujarat, spread across approximately 9,409 square metres. The proposed facility is designed for the manufacture of Croscarmellose Sodium (CCS), Sodium Starch Glycolate (SSG) and Calcium CMC, with an expected installed production capacity of 6,012 MTPA.

This expansion is a significant step towards enhancing the Company s manufacturing capabilities, meeting growing market demand and strengthening its position in the pharmaceutical excipients industry. The Board remains confident that this strategic investment will support the Company s long-term growth and create sustainable value for its stakeholders. This expansion represents a strategic investment towards strengthening the Company s manufacturing capabilities, increasing production capacity and broadening its product portfolio. The project is expected to improve operational efficiencies, support growing customer demand and reinforce the Company s competitive position in the pharmaceutical excipients industry.

3. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

4. DIVIDEND:

The Directors have not recommended any Dividend during the year under review due to conservation of profits and continued investment in the business.

5. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business of the Company during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the company. Hence no further disclosures are made pursuant to Section 134(3)(l) of the Companies Act, 2013.

7. SHARE CAPITAL:

a. Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company remained unchanged at 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 Equity Shares of 10 /- each. b. Paid-Up Share Capital:

During the financial year, the Company made an Initial Public Issue ( IPO ) comprising a fresh issue of 70,00,000 Equity Shares of face value of 10/- each for cash at an issue price of 84/- per Equity Share (including a securities premium of 74/- per Equity Share), aggregating to 5,880.00 Lakhs. The Issue comprised entirely of a fresh issue of Equity Shares and did not include any Offer for Sale. The Equity Shares of the Company were listed on the SME Platform of BSE Limited.

The Paid-up Equity Share Capital of the Company increased from 17,87,00,000 divided into 1,78,70,000 Equity Shares of 10/- each to 24,87,00,000 divided into 2,48,70,000 Equity Shares of 10/- each, pursuant to the allotment of 70,00,000 Equity Shares of face value of 10/- each at an issue price of 84/- per Equity Share (including a securities premium of 74/- per Equity Share) under the IPO.

Accordingly, as on March 31, 2026, the Paid-up Equity Share Capital of the Company stood at 24,87,00,000 (Rupees Twenty-Four Crores Eighty-Seven Lakhs Only) comprising 2,48,70,000 Equity Shares of 10/- each.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

The Company does not have any Subsidiary, Joint Ventures or Associate Companies during the period under review. Hence the applicability with respect to disclosure in Form AOC-1 is not applicable for the period under review.

9. AUDITORS:

A. Statutory Auditor:

At the 16th Annual General Meeting held on 30th September, 2024, the Members approved the appointment of M/s. Parikh Shah & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 123999W) as the Statutory Auditors of the Company to hold office for a term of five consecutive years, from the conclusion of the 16th Annual General Meeting until the conclusion of the 21st Annual General Meeting to be held in the year 2029.

Boards Comment on the Statutory Auditors Report:

The Statutory Auditors Report on the Financial Statements of the Company for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer and, therefore, does not call for any further comments by the Board of Directors.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. RTBR & Associates, Company Secretaries, Ahmedabad, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year 2025-26, in Form No. MR-3, is annexed to this Report as Annexure-A.

Boards Comment on the Secretarial Audit Report:

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and, accordingly, does not call for any further comments by the Board of Directors.

C. Internal Auditor:

The Board of Directors appointed M/s. Bimal Shah Associates, Chartered Accountants (Firm Registration No. 101505W), as the Internal Auditors of the Company for the Financial Year 2025-26 in accordance with the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Internal Auditors carried out internal audit of the Company s functions and operations during the year. The Internal Audit Reports were reviewed by the Audit Committee and the Board of Directors. No material weaknesses in the internal financial controls were reported during the year.

10. REPORTING OF FRAUD:

None of the Auditors have not reported any Fraud under the provisions of Section 143(12) of Companies Act 2013.

11. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. During the year under review, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company.

As on 31st March, 2026, the Board of Directors and the Key Managerial Personnel of the Company comprised the following:

Sr. No. Name	Designation	DIN
1 Bhupesh Vahalabhai Patel	Managing Director	02075545
2 Anshu Bhupesh Patel	Whole-Time Director	02148403
3 Vini Bhupesh Patel	Director	09127826
4 Krunal Shashikant Patel	Independent Director	03574314
5 Ashish Prakash Tripathi	Independent Director	06594281
6 Vaishakhi Ambrishbhai Shukla	Independent Director	09738364
7 SonalKumari Kalpesh Yadav	Company Secretary	-
8 Kalpesh Veljibhai Prajapati	CFO	-

12. DEPOSITS:

The Company has not invited / accepted any deposits from the public during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of energy conservation, technology absorption and foreign exchange earning in term of section 134 of the Companies Act, 2013 and rules made there under are tabled below:

a) Conservation of Energy:

(i) The steps taken or impact on conservation of energy	The Company is taking due care for using electricity. The Company usually takes care for optimum utilization of energy.
(ii) The steps taken by the Company for utilizing alternate sources of energy	The Company continuously uses its best endeavour for identifying and utilizing alternate sources of energy wherever it is possible.
(iii) The capital investment on energy conservation equipment \u2019 s	No capital investment on energy conservation equipment made during the financial Year.

b) Technology Absorption:

(i) The efforts made towards technology absorption	N.A.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial years)	N.A.

(a) The details of technology imported (b) The year of import (c) Whether the technology been fully absorbed

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) The expenditure incurred on Research and Development	N.A.

c) Foreign exchange earnings and Outgo:

During the year under review, your Company has following foreign exchange earnings and Expenditure:

(Rs. in Lacs)

Foreign Exchange Earnings	1904.29
Foreign Exchange Outgo	3603.19

14. ANNUAL RETURN:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company shall be placed on the website of the Company. The link for the same is https://patelchem.com/.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on an arm s length basis and were in compliance with the provisions of Section 188 of the Companies Act, 2013. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are provided in Annexure-B in Form AOC-2, forming part of this Report.

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

In today s dynamic business environment, effective risk management is integral to the Company s sustainable growth and long-term success. The Company has established a process to identify, evaluate, monitor and mitigate risks that may affect its business and operations. The Board of Directors periodically reviews the key risks facing the Company and ensures that appropriate mitigation measures are in place to safeguard the interests of the Company and its stakeholders.

The Company has identified key business risks, including price risk, uncertainties in the global economic environment, interest rate risk, human resource risk, competition, regulatory and compliance risks, and industrial health and safety risks, and continues to implement appropriate measures to manage and mitigate these risks effectively.

17. POLICIES ADOPTED BY THE COMPANY:

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violation of the Company s Code of Conduct. The mechanism provides adequate safeguards against victimisation of whistle blowers and ensures direct access to the Chairperson of the Audit Committee in appropriate cases.

Policy for Determination of Materiality of Events or Information

The Policy provides the framework for identification and timely disclosure of material events or information to the Stock Exchange in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring prompt dissemination of information to investors.

Policy on Related Party Transactions

The Policy lays down the framework for identification, approval, review and reporting of Related Party Transactions to ensure that such transactions are undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy Pertaining to the Identification of Material Creditors and Material Litigations

The Policy sets out the criteria for identification and disclosure of material creditors and material litigations in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

Corporate Social Responsibility (CSR) Policy Provides the guiding framework for undertaking Corporate Social Responsibility initiatives in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

All the above policies are available on the Company s website at www.patelchem.com under the Investor Relations section.

18. INITIAL PUBLIC OFFER OF EQUITY SHARES:

The Board is pleased to inform the Members that the Company successfully completed its Initial Public Offer ( IPO ) during the financial year under review. The Company issued 70,00,000 Equity Shares of face value 10/- each at an issue price of 84/- per Equity Share, aggregating to 5,880.00 Lakhs. The IPO opened for subscription on 25th July, 2025 and closed on 29th July, 2025, receiving an overwhelming response from investors and being oversubscribed 155.63 times, reflecting the strong market acceptance of the Company s business fundamentals and future growth potential.

Following the successful completion of the IPO, the Equity Shares of the Company were listed on the BSE SME Platform of the Bombay Stock Exchange of India Limited on 1st August, 2025. The proceeds from the Initial Public Offer are to be utilised primarily towards funding the capital expenditure for setting up the Company s new manufacturing facility at Indrad, District Mehsana, Gujarat as mentioned in the Prospectus.

The Board places on record its sincere appreciation to all shareholders, investors, customers, business associates and other stakeholders for their continued trust and confidence. The successful listing marks the beginning of a new chapter in the Company s journey, reinforcing its commitment to sustainable growth, operational excellence, sound corporate governance and long-term value creation.

19. UTILIZATION OF IPO PROCEEDS:

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there was no deviation or variationin the utilisation of the proceeds raised through the Initial Public Offer ( IPO ) from the objects stated in the Prospectus. The Statement of Deviation or Variation has been reviewed by the Audit Committee and taken on record by the Board of Directors in accordance with the applicable provisions of the SEBI (LODR) Regulations, 2015.

The utilisation of the IPO proceeds as on 31st March, 2026 is as follows:

Sr. No. Objects of the Issue	Original Allocation (Rs)	Amount Utilised (Rs)	Unutilised Balance (Rs)
1 Issue Related Expenses	7,25,00,000.00	6,90,36,751.00	34,63,249.00
2 General Corporate Purposes	8,40,22,000.00	8,40,22,000.00	Nil
3 Capital Expenditure	43,14,78,000.00	7,25,79,532.00	35,88,98,468.00
Total	58,80,00,000.00	22,56,38,283.00	36,23,61,717.00

The unutilised amount of 34.63 Lakhs pertaining to Issue Related Expenses has been reallocated towards the Capital Expenditure object in accordance with the applicable provisions and approvals.

The unutilised balance of the IPO proceeds amounting to 36.24 Crores as at March 31, 2026 is temporarily parked in Fixed Deposits with Axis bank and shall be utilised towards the respective objects of the Issue as and when required.

The Company confirms that the IPO proceeds have been utilised in accordance with the objects stated in the Prospectus and that there was no deviation or variation in the utilisation of the funds during the financial year under review.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company believes that sustainable business growth goes hand in hand with creating a positive impact on society. Guided by this philosophy, the Company remains committed to undertaking Corporate Social Responsibility ( CSR ) initiatives that contribute towards the social, environmental and economic well-being of the communities in which it operates, while creating long-term value for all stakeholders.

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated a Corporate Social Responsibility ( CSR ) Policy. The composition of the Corporate Social Responsibility Committee, the salient features of the CSR Policy and the Annual Report on CSR activities for the financial year ended 31st March, 2026, in the prescribed format, are annexed to this Report as Annexure-C.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures from the same;

(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 for the Financial Year ended on March 31, 2026 and of the profit and loss of the Company for that period;

(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) Proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively

(f) 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.

22. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 19 (Nineteen) Board Meetings were held during the Financial Year ended March 31, 2026. The maximum gap between any two Board Meetings was less than one 120 Days.

Sr. No. Date of Board Meeting	No. of Directors Present
1 01.04.2025	06
2 12.04.2025	03
3 12.05.2025	03
4 15.05.2025	05
5 17.05.2025	03
6 19.05.2025	03
7 05.06.2025	03
8 02.07.2025	03
9 16.07.2025	03
10 24.07.2025	03
11 29.07.2025	03
12 30.07.2025	03
13 04.08.2025	03
14 22.09.2025	03
15 14.11.2025	05
16 22.12.2025	03
17 06.01.2026	03
18 20.01.2026	04
19 14.02.2026	04

23. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations/ confirmations from all the Independent Directors of the Company as required under Section 149(6) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

24. POLICY ON NOMINATION AND REMUNERATION (NRC):

The Company s Nomination and Remuneration Policy is aimed at fostering a performance-driven work culture by ensuring fair, transparent and merit-based appointment and remuneration practices. The Policy enables the Company to attract, motivate and retain competent professionals while aligning individual performance with the Company s long-term objectives. The Executive Directors and Key Managerial Personnel are remunerated by way of salary, allowances, benefits and perquisites. Annual revisions in remuneration, wherever applicable, are recommended by the Nomination and Remuneration Committee within the limits approved by the Members and become effective from 1st April of each financial year.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and Remuneration Policy.

The Nomination and Remuneration Policy is available on the Company s website at www.patelchem.com.

The salient features of the NRC Policy are as under: 1) Setting out the objectives and scope of the Policy.

2) Defining the terms and expressions used in the Policy.

3) Laying down the criteria for appointment, re-appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel.

4) Providing the framework for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

5) Prescribing the remuneration framework for Non-Executive and Independent Directors.

6) Providing for evaluation of the performance of the Board, its Committees and Individual Directors.

7) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

25. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance of Board Meetings and Committee Meetings;

2. Quality of contribution to Board Deliberations;

3. Strategic perspectives or inputs regarding future growth of the Company and its performance;

4. Providing perspectives and feedback going beyond information provided by the management.

The Board was satisfied with the overall effectiveness of the evaluation process and the performance of the Board, its Committees and the individual Directors.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the Financial Year under review, the Company neither granted any loans, provided any guarantees or security, nor made any investments.

27. 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 material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company s operations in future.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal control systems, including internal financial controls, commensurate with the nature, size and complexity of its business. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of financial reliable information.

The adequacy and effectiveness of the internal control systems are reviewed periodically by the Internal Auditor and the observations, if any, are placed before the Audit Committee and the Board of Directors. During the Financial Year under review, no material weakness in the design or operating effectiveness of the internal financial controls was observed.

29. MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Companies Act, 2013 with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. B R S & Associates, Cost & Management Accountants as Cost Auditors for conducting audit of the cost records maintained by the Company for the Financial Year 2026-27.

30. PARTICULARS OF EMPLOYEE:

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure required under Rule 5(1) of the said Rules is annexed to this Report as Annexure-D.

31. DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING, IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, no application has been made nor is any application pending by / against the Company under the Insolvency and Bankruptcy Code, 2016.

32. 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:

During the period under review, there was no instance of one-time settlement with any Bank / Financial Institution. Hence, the disclosure relating to the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks / Financial Institutions is not applicable to the Company.

33. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

During the period under review, the Company has complied with Secretarial Standards-1 (SS-1) and Secretarial Standards-2 (SS-2) issued by the Institute of Company Secretaries of India.

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing and maintaining a safe, secure and respectful workplace for women and to fostering a work environment that is free from sexual harassment.

The Company has adopted a Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ). An Internal Committee ( IC ) has been duly constituted in compliance with the provisions of the POSH Act to redress complaints relating to sexual harassment at the workplace.

The Policy applies to all women employees of the Company, whether permanent, contractual, temporary or trainees, as well as women visiting the Company s premises in connection with its business or operations, and aims to ensure a work environment free from sexual harassment, whether physical, verbal or psychological.

During the period under review, the Company has complied with the applicable provisions of the POSH Act and the rules made thereunder. The status of complaints received during the year is as under:

» Number of complaints of sexual harassment received during the year:Nil

» Number of complaints disposed of during the year: Nil

» Number of complaints pending as on the end of the year:Nil

35. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

36. COMMITTEES AND THEIR COMPOSITION:

A. NOMINATION AND REMUNERATION COMMITTEE:

During the year under review, the Nomination and Remuneration Committee held 1 meeting. The composition of the Committee and the attendance of its members at such meetings are as follows:

Sr. No. Name of Director	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1 Krunal Patel	Chairman	1	1
2 Vaishakhi Shukla	Member	1	1
3 Ashish Tripathi	Member	1	0
4 Vini Patel	Member	1	0

B. AUDIT COMMITTEE:

During the year under review, the Audit Committee held 7 meetings. The composition of the Committee and the attendance of its members at such meetings are as follows:

Sr. No. Name of Director	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1 Ashish Tripathi	Chairman	7	7
2 Anshu Patel	Member	7	7
3 Krunal Patel	Member	7	4
4 Vaishakhi Shukla	Member	7	4

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year under review, the Stakeholders Relationship Committee held 1 meeting. The composition of the Committee and the attendance of its members at such meetings are as follows:

Sr. No. Name of Director	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1 Vaishakhi Shukla	Chairman	1	1
2 Anshu Patel	Member	1	1
3 Bhupesh Patel	Member	1	1
4 Krunal Patel	Member	1	1

D. CSR COMMITTEE:

During the year under review, the Corporate Social Responsibility Committee held 1 meeting. The composition of the Committee and the attendance of its members at such meetings are as follows:

Sr. No. Name of Director	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1 Bhupesh Patel	Chairman	1	1
2 Anshu Patel	Member	1	1
3 Ashish Tripathi	Member	1	1

E. INTERNAL COMMITTEE:

During the year under review, the Internal Committee held 1 meeting. The composition of the Committee and the attendance of its members at such meetings are as follows:

Sr. No. Name of Director	Designation	No. of Meetings Entitled to Attend	No. of Meetings Attended
1 Anshu Patel	Presiding Officer	1	1
2 Sonal Yadav	Member	1	1
3 Kalpesh Prajapati	Member	1	1
4 Neerav Samuel Christian	External Member	1	1

37. CORPORATE GOVERNANCE REPORT:

Since the Company s specified securities are listed on the BSE SME Exchange, the provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Paras C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company in terms of Regulation 15 thereof. Non-Applicability of submission of Report on Corporate Governance is given in Annexure-E.

38. LISTING OF SECURITIES:

The equity shares of the Company are listed on BSE SME platform with security ID/symbol of PATELCHEM. The ISIN for equity shares is INE161701011. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2026-27 have been paid.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, prepared in accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is annexed to the Directors Report as Annexure F.

The Report contains certain forward-looking statements based on the Company s current expectations, estimates and assumptions regarding future events. Actual results may differ materially from those expressed or implied in such statements due to various risks, uncertainties and other factors beyond the Company s control.

40. CFO CERTIFICATION:

CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure-G.

41. ACKNOWLEDGMENT:

Your Directors place on record their sincere gratitude to the Central and State Governments, regulatory authorities, banks, financial institutions and other statutory authorities for their continued guidance, cooperation and support.

The Directors also place on record their appreciation to the Merchant Banker, Registrar and Share Transfer Agent, legal advisors and all intermediaries associated with the successful completion of the Company s Initial Public Offer and listing process, as well as to the Company s customers, suppliers, business associates, bankers, investors and other stakeholders for their continued trust and support.

The Board places on record its deep appreciation for the dedication, commitment and valuable contribution of the employees at all levels, whose continued efforts have been instrumental in the Company s growth and success.

The Directors also convey their sincere gratitude to the Members of the Company for their continued confidence and unwavering support and look forward to their continued encouragement as the Company embarks on the next phase of its growth journey

By Order of the Board of Directors,

For, Patel Chem Specialities Limited

BHUPESH PATEL	Anshu Patel
Managing Director	Whole-Time Director
DIN: 02075545	DIN: 02148403
Place: Ahmedabad
Date: 01stSeptember, 2026