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You can view full text of the latest Director's Report for the company.

BSE: 540395ISIN: INE298W01016INDUSTRY: Chemicals - Speciality

BSE   ` 109.90   Open: 108.55   Today's Range 108.30
111.30
+0.85 (+ 0.77 %) Prev Close: 109.05 52 Week Range 100.20
210.00
Year End :2025-03 

Your Directors have pleasure in presenting the 29th Annual Report on the business and operations of the
Company and the Audited Accounts for the Financial Year ended 31st March 2025.

1. FINANCIALS:

[Rupees in Lakhs except EPS1

PARTICULARS

2024-25

2023-24

2024-25

2023-24

STANDALONE

CONSOLIDATED

Revenue from Operations

7025.39

7846.53

7,000.99

7846.53

Other Income

152.96

133.54

148.74

133.54

Total Revenue

7178.35

7980.07

7149.73

7980.07

Less: Expenses before Interest and
Depreciation

-6118.64

-6525.15

-6078.08

-6525.15

Less: (a) Interest

-163.84

-83.24

-174.55

-83.24

(b) Depreciation

-313.06

-228.52

-320.56

-228.52

Share in Profit or Loss of Joint
Venture (before tax)

-

-

-0.5

-

Profit Before Tax

582.81

1143.15

576.04

1143.15

Less: Tax Expenses

Current Tax

-75

-285

-75

-285

Deferred Tax

-90.06

-11.89

-110.85

-11.89

Prior year's Income Tax Adjustment

1.11

-1.83

1.11

-1.83

Profit after Tax

418.86

844.43

391.31

844.43

Other comprehensive income

i. Items that will not be reclassified
to profit or loss: Defined Benefit
Plan

26.18

-45.09

26.18

-45.09

ii. Income tax relating to items that
will not be re-classified to profit
or loss

-6.59

11.35

-6.59

11.35

iii. Items that will be reclassified to
profit or loss -Fair Value Gain on
Investments

126.92

133.65

126.92

133.65

iv. Income tax relating to items that
will be reclassified to profit or
loss

-31.95

-33.64

-31.95

-33.64

Total other comprehensive
income, net of tax

114.57

66.27

114.57

66.27

Total comprehensive income for
the year

533.42

910.70

505.87

910.70

Earnings per Share

2.83

5.70

2.64

5.70

2. KEY FINANCIAL RATIOS :

Ratio

Numerator

Denominator

Mar-25

Mar-24

%

Variance

Reason for variance

(a) Current ratio

Total Current
Assets

Total Current Liabilities

3.18

3.85

-17.37%

Decrease in ratio is due to decrease
in Current assets and increase in
current liabilities

(b) Debt-equity
ratio

Short Term
Borrowing Long
Term Borrowing

Total Equity

0.34

0.35

-3.24%

Decrease in ratio is due to decrease
in Long T erm Borrowings

(c) Debt service
coverage ratio

Profit Before
Interest and Tax

Total Debts Service (Interest
Finance Lease Payment
Principal Repayment)

0.31

0.42

-25.69%

The decrease in the ratio is due to an
increase in the borrowing upto
capitalisation of work in progress
cost and deacrease in profit as
compared to last year.

Ratio

Numerator

Denominator

Mar-25

Mar-24

%

Variance

Reason for variance

(d) Return on
equity ratio

Net Profit after Tax

Total Equity

5.65%

12.18%

-53.64%

Decrease in ratio is due to decrease
in net profit

(e) Inventory
turnover ratio

Net Sales

Average Inventory

7.78

6.97

11.56%

-

(f) Trade
receivables
turnover ratio

Net Sales

Average Trade Receivables

5.11

5.46

-6.47%

-

(g) Trade
payables turnover
ratio

Net Purchases

Average Trade Payable

11.56

7.17

61.24%

The ratio has impoved due to
decrease in average trade payable
and increase in purchase as compare
to last year.

(h) Net Working
capital turnover
ratio

Net Sales

Working Capital

2.08

2.01

3.88%

-

(i) Net profit ratio

Net Profit

Sales

5.96%

10.76%

-44.60%

Decrease in ratio is due to decrease
in net profit

(j) Return on
capital employed

Earning Before
Interest and Tax

Capital Employed

7.07%

12.27%

-42.36%

Decrease in ratio is due to decrease
in net profit

(k) Return on
investment

Profit After Tax

Total Assets

3.73%

7.69%

-51.41%

Decrease in ratio is due to decrease
in net profit

3. DIVIDEND:

Dividend is recommended by your Board taking into consideration the factors like overall profitability, cash flow,
capital requirements and other business needs of your company. Your Board of Directors are pleased to
recommend a final dividend of Re. 1/- per equity share (10%) on 1,48,08,840 equity shares of Rs.10/- each subject
to approval of shareholders at the forthcoming Annual General Meeting. The Dividend when approved, would
result in a total outflow of Rs. 148.09 Lakhs. According to Finance Act, 2020, with effect from April 1, 2020,
dividend declared and paid by the Company is taxable in the hands of shareholders and the Company is required
to deduct tax at source (TDS) from dividend paid to the shareholders at the applicable rates.

4. OPERATIONAL HIGHLIGHTS:

Your Company's financial highlights during preceding three years period can be summarized as follows:

Rs. In Lakhs
(except EPS)

FY 2022-23

FY 2023-24

FY 2024-25

% Change
(1 year)

% Change
(2 years)

Revenue

9620.45

7980.07

7178.35

-10.05

-25.38

EBDITA

2250.36

1454.92

1059.71

-27.16

-52.91

Profit before Tax

1964.80

1143.15

582.81

-49.02

-70.34

Net Profit

1435.83

844.43

418.86

-50.40

-70.83

Networth

6640.58

7225.85

7611.19

5.33

14.62

EPS

9.7

5.7

2.83

-50.35

-70.82

RE'

ZENUE (IN LAKH

S)

7178.35

i

N

1435.83

ET PROFIT (IN LAKHS)

844.43

|

418.86

l 1

9620.45

7C

00.

N7

PY 2022-23

PY 2023-24

FY 2024-25

FY 2022-23

FY 2023-24

FY 2024-25

5. SHARE CAPITAL:

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The
authorised share capital of the company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.
10 each. The paid-up share capital of the company is Rs. 14,80,88,400/- divided into 1,48,08,840 equity
shares of Rs. 10 each. Further, the Company has proposed to Increase its Authorised Share Capital to Rs.

20.00. 00.000 (Rupees Twenty Crores only), subject to members approval as provided under item no. 8 of
the Notice accompanying this Annual Report. The Company had raised fund through Public Issue of
shares in F.Y. 2016-17 and the Equity shares of your Company were listed on SME segment of BSE Limited
since March, 2017. Further, equity shares of the Company have Migrated from SME Platform of BSE
Limited to Main Board of BSE Limited w.e.f. 05th May 2022.

6. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the general reserve out of the amount available
in reserves and surplus.

7. CREDIT FACILITIES:

The Company has been optimally utilizing its fund based and non-fund based working capital
requirements as tied up with Kotak Mahindra Bank Limited. The Company has taken credit facilities in
nature of Term Loan and Cash credit, the details of which are available in financial statements. Effective
financial measures have been continued to reduce cost of interest and bank charges.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

There was no amount outstanding to be transferred as unclaimed dividend to investor education and
protection fund during the F.Y. 2024-25.

9. MATERIAL EVENTS OCCURING AFTER THE END OF FINANCIAL YEAR AND UPTO THE DATE OF
REPORT:

No material changes and commitments affecting the financial position of the Company have occurred
between the end of the financial year of the Company to which the financial statement relates and the date
of the Board Report.

10. ORDER OF AUTHORITIES/ COURT/ REGULATORS:

No order of any government, state, local or statutory authorities were received during the FY 2024-25
which could have affected the workings of the company, except the Direction under Section 31-A of the
Air (Prevention and Control of Pollution) Act, 1981 levying Environment Damage Compensation of Rs.

9.00. 000/- by Gujarat Pollution Control Board for gas leak incident occurred in the plant causing mainly
NOx emission for few minutes. The Company has complied with the said direction and accordingly there
is no litigation or legal proceedings pending against the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings
and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy:

Your Company is certified with ISO 50001:2018 Certification by TUV Rheinland. Your Company is
compliant with the Energy Management Systems and aims to improve energy efficiency and consumption
thereby resulting in costs reduction and increase in productivity. During the F.Y. 2024-25, Energy
consumption was 3995 mwh and cost incurred was Rs. 332.35 lakhs. Additionally, the Company
generated 61629.6 units of power through its Diesel Generator at a cost of Rs. 18.95 Lakhs. The Steam
Purchase Agreement entered in the previous year has contributed to lowering steam costs. As a result of
which the Company has been able to reduce overall utility cost per Kg. of production approximately by
15% as compared to F.Y. 2023-24

Steps taken by the company for utilizing alternate sources of energy including waste generated:

The Company is not utilizing alternate energy sources. However, the Company is trying to reduce the cost
of energy and improve efficiency as under:

• The Company has out sourced the steam as was available at low cost from M/s. Steam House

• Changed lightings to LED

• The numbers as well as capacity of capacitors changed to achieve improved power factor

• The consumption of Diesel is under close supervision

Further, the Company has not made any capital investment on energy conservation equipments.

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption.

The Company continuously make improvements/ upgradations to manufacturing processes, adopted
advanced chemical technologies and deploys trained technical personnel to effectively utilize these
innovations. These initiatives have enhanced product quality, process efficiency and competitiveness
of your Company. Through indigenous in-house R&D company focuses to develop continuous process
technologies in that creates significant reduction in energy consumption and less process times.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction,
product development, import substitution, etc.

Improvement in quality and better product mix.

In case of imported technology (imported during the last 3 years reckoned from the beginning
of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

3. Expenditure incurred on Research and Development:

The Company has R&D facility located at GIDC, Ankleshwar Gujarat. The Expenditure during the F.Y.
2024-25 is as under:

RESEARCH AND DEVELOPMENT EXPENDITURE

Rs. (In Lakhs)

Capital expenditure

Nil

Revenue expenditure

13.85

(C) Foreign exchange earnings and Outgo:

PARTICULARS

Rs. (In Lakhs)

Foreign Exchange earned in terms of actual inflows during the year

1085.17

Foreign Exchange outgo during the year in terms of actual outflows

535.92

(D) Environment:

Your Company is ISO 14001:2015 certified which specifies the requirements for the formulation and
maintenance of an environmental management system (EMS). During the year your Company has
complied with local and regulatory environment laws and regulations. We strive actively to reduce
the overall impact on the environment by targeting annual reductions in our carbon intensity and the
management of waste, water, vehicle emissions and energy consumption. The Board of Directors
have the Environment Policy outlining our commitment to conduct operations in environment
friendly and responsible way. The policy can be accessed at the website at
www.chemcrux.com.

12. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and
opportunities and the same has become integral part of Company's Day to day operations. The key
business risks identified by the Company are as follows viz. Industry Risk, Management and Operations
Risk, Market Risk, Government Policy risk, Liquidity risk and Systems risk. The Company has in place
adequate mitigation plans for the aforesaid risks. On account of outbreak of Covid global pandemic and
uncertainty caused by it, Company adopted Risk Management Policy to minimize the impact on its
operations, customers, suppliers and employees.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts)
Rules, 2013 are applicable to the Company. In line with same, a Corporate Social Responsibility
Committee has been constituted by the Board of directors. As on 31st March 2025, the Committee
composition is as follows: Mr. Girishkumar Shah- Chairman of the CSR Committee, Mrs. Sidhdhi Shah &
Mr. Nayankumar Shah - members of the CSR Committee. The Company has in place a Corporate Social
Responsibility Policy which indicates the activities to be undertaken by the Company in areas or subjects
specified in schedule VII of the Companies Act, 2013. Accordingly, during the F.Y. 2024-25 as approved by
the CSR Committee, the amount for CSR expenditure amounting to Rs. 34,22,406/- was spent in areas
specified under schedule VII of the Companies Act, 2013. Please refer
Annexure V for further details and
click on the
https: //www.chemcrux.com/investor-info.php under Investors Info/Corporate Policies (link
to access the CSR Policy of Company).

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The Company has granted loan to and given Corporate Guarantee for Kalichem Private Limited (erstwhile
Joint Venture Company, now converted into a Wholly Owned Subsidiary of the Company) by complying
with section 185 & 186 of the Companies Act, 2013 - a company where directors are interested. The
details are as under:

During the year under review, the Company has granted a loan of Rs. 209 Lakhs. No fresh Corporate
Guarantee has been extended during the financial year 2024-25. It may be noted that the Company had
provided a Corporate Guarantee of Rs. 750 Lakhs in respect of the erstwhile Joint Venture. During the
current financial year, the said Joint Venture has been converted into a Wholly Owned Subsidiary (WOS)
of the Company. Consequently, the total outstanding loan of WOS amounting to Rs. 1249 Lakhs as on 31st
March 2025; stands secured by the Corporate Guarantee of the Company. The details are given in the
financial statements. Investments in short term UTI Mutual Fund schemes were made during the year
which was within the limits approved by Board of Directors and the limits prescribed under section 186
of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and
were in the ordinary course of business. There were no materially significant related party transactions
with the Company's Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company. Transactions with related parties entered by the
Company in the normal course of business are periodically placed before the Audit Committee as per the
omnibus approval of Audit Committee. A statement showing particulars of contracts and arrangements
with related parties in the prescribed
Form AOC-2 is annexed as Annexure-B which forms an integral
part of this Board's Report.

The Board of Directors of the Company have adopted policy to regulate transactions between the
Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013,
the Rules thereunder and the Listing Regulations. This policy has been uploaded on the website of the
Company at
https://www.chemcrux.com/investor-info.php under Investor Info/Corporate Policies.

16. DIRECTORS & KEY MANAGERIAL PERSONNELS:

During the year, following changes were there in the directors and KMPs:

Ý Mr. Nayankumar Shah was appointed as an Independent Director w.e.f. 21st December 2024 by
shareholders through Postal Ballot and he is not liable to retire by rotation.

Ý Mr. Vipul Sanghvi was appointed as a Director w.e.f. 21st December 2024 by shareholders through
Postal Ballot. Further, he was designated as an executive director by the shareholders on even date.

Ý Mr. Mukund Bakshi resigned as Director (Non-Executive, Independent) w.e.f. close of business hours
of 11th February 2025.

Ý Mr. Rohit Kothari was appointed an Additional (Non-Executive Non-Independent) Director w.e.f. 12th
February 2025 and his appointment was regularised and he was appointed as a Non-Executive
(Independent) Director for 5 years by members w.e.f. 12th February 2025 and he is not liable to retire
by rotation.

Ý In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and
Articles of Association of the Company, Mrs. Sidhdhi Shah, Non-Executive Director shall retire by
rotation in the ensuing Annual General Meeting and being eligible for re-appointment, has offered her
candidature for directorship.

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual
performance evaluation of its own performance, committees and the directors individually. Evaluation
criteria include accountability, governance, board operations, legal responsibilities, financial overview,
board management relations and personal leadership. The Board of the Company was satisfied with the
functioning of the Board and its Committees as well as contribution of Directors, individually.

In the opinion of the Board, the Independent Directors appointed during the year, namely Mr.
Nayankumar Shah and Mr. Rohit Kothari, possess the requisite integrity, expertise, experience and
proficiency for performing their duties as Independent Directors of the Company.

> REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated
criteria for determining, qualifications, positive attributes and independence of a director and also a
policy for remuneration of directors, key managerial personnel and senior management. The policy was
last revised on 08th December 2023 and is available at the website of company at
https://www.chemcrux.com/investor-info.php under Investor Info/Corporate Policy. Further, the
salient features of the policy are available in the Corporate Governance Report which is annexed as
Annexure I.

> MEETINGS:

During the year under review, five Board Meetings and five Audit Committee Meetings were held. The
Company has also constituted Nomination and Remuneration Committee, Stakeholders relationship
committee and Corporate Social Responsibility Committee as per the provisions of the Companies Act

2013 and SEBI (LODR) Regulations, 2015. The Committee meetings are held as per the requirement of
the applicable laws. The details are given in the Corporate Governance Report which is annexed as
Annexure I. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and Listing Regulations.

> DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
SEBI (LODR) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and the relevant rules.
The letter of appointment to Independent Directors as provided under Companies Act, 2013 has been
issued and placed on website of the Company:
www.chemcrux.com. The Independent Directors confirm
that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence and that they are independent of the management.

17. AUDIT COMMITTEE AND VIGIL MECHANISM & WHISTLE BHLOWER:

The Audit Committee as on 31st March 2025, has 3 members - Mr. Rohit Kothari -Independent Director
(Chairman), Mr. Bhanubhai Patel - Independent Director and Mr. Nayankumar Shah - Independent
Director. During the year five Audit Committee Meetings were held. The details of the same are given in
Corporate Governance Report. In pursuance of the provisions of section 177(9) & (10) of the Companies
Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The revised Vigil Mechanism & Whistle
Blower Policy has been uploaded on the website of the Company at
https://chemcrux.com/investor-
info.php
under Investor Info/Corporate Policies.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its responsibility statement: -

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

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

(c) the directors have 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 have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

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

19. ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual Return of the Company has been placed on
the website of the Company at
https://www.chemcrux.com/investor-info.php.

In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return shall be filed with the Registrar of Companies, within the prescribed timelines.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year, the Company acquired an additional 50% equity stake in Kalichem Private Limited.
Consequently, Chemcrux Enterprises Limited now holds 100% of the shareholding in Kalichem Private
Limited. With this acquisition, the erstwhile Joint Venture has ceased and Kalichem Private Limited stands
converted into a Wholly Owned Subsidiary of the Company, effective 27th February 2025. Accordingly, as
on 31st March 2025, the Company has one Wholly Owned Subsidiary. The details are in form AOC-1
(Annexure IV).

21. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review. No
Unsecured loan availed from Directors during the year.

22. AUDITORS:

> STATUTORY AUDITORS

M/s. Naresh & Co., Chartered Accountants, Vadodara (FRN: 106928W) continue to act as the Statutory
Auditors of the Company. Their appointment was approved by the shareholders at the 27th AGM and they
hold office upto the conclusion of 32nd AGM to be held in the year 2028 (for the financial year ended 31st
March 2028). As required under Listing Regulations, the auditors confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The
report
of the Statutory Auditors
of the Company is annexed and is forming part of the Annual Report.

> SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Kashyap Shah &
Co., Practising Company Secretaries; to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit Report is annexed herewith as
"Annexure III”.

Further, the Board of Directors of the Company at their meeting held on 6th August 2025, have
recommended the appointment of M/s. KSPS & Co LLP, Company Secretaries for conducting secretarial
audit of the Company for 5 consecutive years starting from F.Y. 2025-26 to 2029-30; which is subject to
approval of the shareholders (the required details are provided in Item No. 4 of the accompanying
Notice). The auditors have also confirmed that they hold a valid certificate issued by the Peer Review
Board of the Institute of Company Secretaries of India. The required consent to act as the Secretarial
Auditors of the Company has been received by the Company from M/s. KSPS & Co. LLP, Company
Secretaries on terms & conditions as mutually agreed upon between the Secretarial Auditors and the
Board of Directors of the Company.

> INTERNAL AUDITORS:

The Board has appointed M/s. K R & Associates, Chartered Accountants, Vadodara (FRN: 131846W) as
the Internal Auditors, to conduct the Internal Audit from F.Y. 2024-25 onwards. They have carried out
internal audit functions as per the scope and have submitted their reports periodically. The report of
Internal Auditors is reviewed by the Audit Committee.

23. OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, Internal
Auditors and Secretarial Auditors. The auditors have not reported any frauds under sub section 12 of
section 143 other than those which are reportable to the Central Government.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised
use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with policy adopted by the company. The
Company continues to ensure proper and adequate systems and procedures commensurate with its size
and nature of its business.

25. SHARES:

a. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year

under review.

b. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under
review.

c. BONUS SHARES: The Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN/ SCHEME: During the F.Y. 2024-25, the Company has not
provided any Stock Option Scheme to the employees. Further, the Company has proposed Employee
Stock Option Scheme which is subject to members approval as provided under item no. 9 of the
notice accompanying this Annual Report.

26. CORPORATE GOVERNANCE:

As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Section on Corporate Governance (
Annexure I to the Board's Report) on
corporate governance practices followed by the Company, together with a certificate from the Company's
Secretarial Auditor confirming compliance forms an integral part of this Report.

27. AWARDS AND RECOGNITIONS:

The Company has following recognitions and/or awards:

• One Star Export House

• AEO - T1 Certificate

• 2019 - SKOCH order of Merit (top 200 MSMEs)

• 2020 - 4th IPF Excellence Award (fast growing SME)

• 2021 - 1st Rank in Top 50 SME Companies (Dalal Street Investment Journal June 07-20, 2021 edition)

• Recognized in FT High-Growth Companies Asia-Pacific 2024

• Company has also received "COMMITTED" badge from ECOVADIS

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is presented in a separate section forming part of this
Annual Report at
Annexure II.

29. PARTICULARS OF EMPLOYEES: -

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) The ratio of the remuneration of each director to the median remuneration of the employees of the
Company for the financial year:

Name of Directors

Designation

Ratio to median
remuneration
(i.e., Rs. 3,57,803)

Remuneration

Mr. Sanjay Marathe

Managing Director

33.54:1

Rs. 1,20,00,000

Mr. Girishkumar Shah

WTD - Executive Chairman

33.54:1

Rs. 1,20,00,000

Mr. Vipul Sanghvi$

WTD - Executive Director

1.01:1

Rs. 3,61,689

For other Directors - Ratio is not applicable as they are remunerated by way of sitting fees only.

$ -appointed w.e.f. 21-12-2024 - Remuneration as well as ratio is calculated from that date.

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, if any, in the financial year - During the F.Y. 2024-25,
there was no increase in the remuneration of Mr. Sanjay Marathe and Mr. Girishkumar Shah. In fact,
their remuneration declined by 21.88% as compared to previous financial year. For Mr. Vipul
Sanghvi (Executive Director w.e.f. 21st December, 2024); no comparison with the previous year is
available. The remuneration of the CS increased by 35.02%, while there was no change in the
remuneration of the CFO.

c) The percentage increase in the median remuneration of employees in the financial year - The
Median Remuneration for F.Y. 2024-25 is Rs. 3,57,803 and it has been increased by 7.62%.

d) The number of permanent employees on the rolls of the Company as on 31.03.2025 - 102

e) Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration - Average 7% increase in the salaries of
employees other than the managerial personnel and remuneration of managerial personnel (Mr.
Sanjay Marathe and Mr. Girishkumar Shah) decreased by 21.88%, while for Mr. Vipul Sanghvi, no
comparison with is available as he is appointed during the financial year. The managerial
remuneration paid is in accordance with the requisite approvals and the remuneration changes
(increase/ decrease) are in accordance with the performance of the Company during the year and
their continued efforts to lead the Company to greater heights.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

The Company's remuneration policy is driven by the success and performance of the individual
employees and the Company. Through the compensation package, the company endeavors to
attract, retain, develop and motivate high performing staff. The Company follows a compensation
mix of fixed pay, benefits and performance-based variable pay - The Company affirms that the
remuneration is as per remuneration policy of the Company.

g) Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed -

i. None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month.

ii. The particulars of employees in the Company drawing remuneration aggregating to Rs. 1.02

crore or above per annum are as under-

NAME

MR. GIRISHKUMAR SHAH,
aged 69 years (DIN: 00469291)

MR. SANJAY MARATHE,
aged 68 years (DIN: 01316388)

Designation

Whole Time Director
(Executive Chairman)

Managing Director

Date of Appointment

15/04/1996

15/04/1996

Experience

4 decades

4 decades

Nature of Employment,
whether contractual /
otherwise

Whole Time Director, designated as
Executive Chairman for 5 years as
per appointment resolution dated
12/09/2023 w.e.f. 01/01/2024

Managing Director for 5 years as
per appointment resolution dated
12/09/2023 w.e.f. 01/01/2024

Qualifications

Bachelor of Engineering in
Chemical

Post-graduate in Industrial
Management

Bachelor of Engineering in
Chemical

(M. Tech) from Indian Institute of
Technology (IIT)

No. & % of Equity Shares held
in the company
(as on 31/03/2025)

5399240 (36.46%)

5399740 (36.46%)

The last employment held by
such employee before joining
the Company

Self - Employed

Self - Employed

Details of remuneration last
drawn (F.Y. 2024-25)

Rs. 1,20,00,000/- as Salary

Rs. 1,20,00,000/- as Salary

Whether any such employee
is a relative of any director or
manager of the company and
if so, name of such director or
manager

Husband of Mrs. Sidhdhi Shah
(Non-Executive & Non¬
Independent Director)

NA

h) The statement containing names of top Ten employees (excluding directors) in terms of
remuneration drawn and the particulars of employees as required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
managerial personnel) Rules, 2014 is furnished as below-

Sr. No.

Name

Designation

Salary (p.a.)

Nature of
employment
(permanent/
Contractual/
Otherwise)

Qualific

ation

Experien
ce (in
years)
as on
31.03.25

Date of
joining

Age as
on

31.03.25

Last

employm

ent

% of
equity
shares
held as on
31.03.25

Whether

relative

of

director

1

Mr. Yagnesh Dave*

Head R & D

1800000

Contractual

M.Sc.

PhD

27

01.10.2024

53

Atul India
Ltd

No

2

Mr. Ramnaresh Yadav

Production Manager

1044000

Permanent

M. Sc.

26

04-03-2024

51

Ipca

Laboratori
es Limited

No

3

Mrs. Heena Shah

QC Manager

846664

Permanent

B.Pharm

17

01-01-2007

48

0.0007

No

4

Mr. Balasaheb Bapurao
ladhav

Executive Commerce

751792

Permanent

B.Com

29

01-03-1995

55

No

5

Mr. Rupesh Tribhuwan*

Head Quality

700000

Permanent

M.Sc

24

01-09-2024

49

SPC

Lifescience

No

6

Mrs. Dipika Rajpal

Company Secretary &
Compliance Officer

603400

Permanent

CS, LL.B.

5

05-03-2021

29

Anmac

Associates

0.0000338

No

7

Mrs. Sunita Borade

Executive Officer

560188

Permanent

B.Com

17

01-11-2007

55

Baroda

Citizen

Council

0.0000675

No

8

Mr. Ramesh Kambariya

Chief Financial Officer

530400

Permanent

M.Com,
CA Inter

6

13-09-2023

33

Kalintis

Healthcare

Private

Limited

No

9

Mr. Sushil Tripathi

Assistant Manager
Account

513496

Permanent

Graduate

23

10-01-2011

52

Environ
Engineerin
g Company

0.0000338

No

10

Mrs. Swati Amrendra
Sinha

Executive Officer

497970

Permanent

B.Sc

15

15-06-2009

38

No

* Joined during the F.Y. 2024-25 but their salaries have been adjusted to reflect full year's remuneration to
ensure consistency and give accurate representation.

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

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. An Internal complaints
committee is formed to look after complaints of employees. No complaints for sexual harassment were
received during the year.

Particulars

Number of complaints of sexual harassment received in the year

Nil

Number of complaints disposed off during the year

NA

Number of cases pending for more than ninety days

NA

31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the benefits as prescribed under the Act. The Company remains
committed to supporting working mothers and promoting a gender inclusive workplace.

32. MAINTENANCE OF COST RECORDS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014 dated 31/12/2014. the maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is applicable to your
Company and your Company has maintained costs records for the F.Y. 2024-25. However, cost audit was
not applicable for the F.Y. 2024-25.

33. COPORATE GOVERNANCE AND FAIR BUSINESS PRACTICES:

The extant provisions of corporate governance prescribed under SEBI Listing Regulations were applicable
to the Company for the F.Y. 2024-25 and the Company has followed the said provisions and the report on
the Corporate Governance is given in
Annexure I to this Report. Company's approach to business is based
upon core set of values and ethics. The management of Company is dedicated to ethical, fair and just
business practices
. In line with this vision, the Board of Directors of the Company have in place the
Business Ethics Policy, which is available at the website of company
www.chemcrux.com.

34. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of
Company Secretaries of India and approved by the Central Government under section 118(10) of the
Companies Act, 2013.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made, nor any proceedings were pending
under Insolvency and Bankruptcy Code, 2016.

36. 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 THE REASONS THEREOF:
Not Applicable

37. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained
cordial in all respects. The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the
principle of rewarding performance. The Company has in place Human Rights Policy Statement to express
Company's commitment to do business with ethical values and embrace practices that supports human
rights and labour laws on a continuous basis. The revised policy is available on the website of Company
www.chemcrux.com.

38. CAUTIONARY STATEMENT:

Statements in these reports describing company's projection statements, expectations and hopes are
forward looking statements. Though, these are based on reasonable assumption, the actual results may
differ.

39. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants,
employees 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 relentless support and confidence reposed on the Company.

For and on behalf of the Board of Directors
CHEMCRUX ENTERPRISES LIMITED

Sd/-

Place : Vadodara GIRISHKUMAR SHAH

Date : 6th August 2025 CHAIRMAN

(DIN:00469291)