The Board of Directors of your Company (Board) are pleased to present their report and the audited accounts for the financial year
ended March 31,2026.

Financial Results and State of Affairs

The financial performance for the year under review of your Company is summarized below (in f lakhs):

Dividend

The Board has recommended a final dividend of T1.25 (Rupee One and Paise Twenty-Five only) per equity share of T5 (Rupees
Five only) each, aggregating to T336.20 lakhs for the financial year ended March 31, 2026. The dividend is subject to approval of
members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

Details of changes in business

Your Company is engaged in the manufacturing and sale of specialty chemicals and provides comprehensive solutions in the
areas of water treatment, industrial and institutional cleaning and hygiene, and high-performance construction chemicals. There
have been no changes in the business of the Company.

Share Capital

The movement of Equity Capital is as under:

In accordance to the NCLT approved scheme of arrangement 2,68,96,576 (Two Crores Sixty-Eight Lakhs Ninety-Six Thousand Five
Hundred Seventy-Six) new equity shares of your Company having face value T5 each (Rupees Five) were allotted to the eligible
shareholders holding shares of Chembond Material Technologies Limited (formerly Chembond Chemicals Limited)("Demerged
Company") as on the Record Date i.e. May 9, 2025 at a share entitlement ratio of 1:2 (two new equity shares of your Company for
every one share of Demerged Company held).

The Allotment Committee noted the cancellation and reduction of the entire pre-Scheme paid-up share capital of the Resulting
Company, comprising 10,000 (Ten Thousand) fully paid-up equity shares of face value T5 each ("Resulting Company Cancelled
Shares"), which were held entirely by Chembond Material Technologies Limited (formerly Chembond Chemicals Limited),

("Demerged Company"). The reduction in share capital of
the Resulting Company is an integral part of the scheme in
accordance with the provision section 66 of the Companies
Act 2013 and/or any other applicable provision of the Act
without any further act or deed on the part of Resulting
Company and without any approval or acknowledgement of
any third party. With the allotment of the new equity shares
and the cancellation of the Resulting Company Cancelled
Shares, as outlined above, the Resulting Company will no
longer be considered a WOS of the Demerged Company, in
accordance with the provisions of the Scheme. Your Company
has only one class of Equity Shares and it has neither issued
shares with differential rights for dividend, voting or otherwise,
nor issued shares (including sweat equity shares) to the
employees or Directors of the Company, under any Scheme.
No disclosure is required under Section 67(3)(c) of the Act in
respect of voting rights not exercised directly by the employees
or Key Managerial Personnel of the Company as the provisions
of the Section are not applicable.

Deposits

The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014, as
amended from time to time, during the year under review.

Directors and Key Managerial Personnel

The Board consists of six Directors comprising of one Non¬
Executive, Non-Independent Director, one Executive Director,
and four Independent Directors, of whom one is a Woman. The
Chairman of the Board is an Executive Director and is a part of
the Promoters and Promoter Group.

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Sameer V. Shah (DIN:00105721)
Non-Executive Director, retires by rotation at the ensuing
Annual General Meeting, and being eligible, has offered
himself for re-appointment. His profile is detailed in the
Corporate Governance Report, which forms a part of this
Annual Report.

The Board appointed Mrs Anuradha Paraskar (DIN:02331564)
and Prof. Aniruddha B. Pandit (DIN:02471158) as Non¬
Executive Independent Directors of the Company with effect
from April 1,2025, for a term of five year. The Board appointed
Mr. Sushil U. Lakhani (DIN:01578957) and Mr. Mahendra
K. Ghelani (DIN:01108297) as Non-Executive Independent
Directors of the Company with effect from May 6, 2025, for a
period of five year. Their appointments were duly approved by
the Members through an Extraordinary General Meeting by the
requisite majority.

In terms of key managerial changes, the Company appointed
Mrs. Prachi Mahadik as its Chief Financial Officer with effect
from April 1, 2025, and Mr. Kiran Mukadam as its Company
Secretary and Compliance Officer with effect from May 6,
2025.

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, Mr. Nirmal V. Shah, Chairman and Managing
Director; Mrs Prachi Mahadik, Chief Financial Officer; and Mr.
Kiran Mukadam, Company Secretary and Compliance Officer
are the Key Managerial Personnel of the Company as on the
date of this Report.

Declaration by Independent Directors

All the Independent Directors of the Company have furnished
a declaration to the effect that they meet the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16(1)(b) and Regulation 25 of the Listing
Regulations. The Board opines that all the Independent
Directors possess the integrity, expertise, experience, and
proficiency required to be Independent Directors of the
Company, fulfil the conditions of independence as specified
in the Act and the Listing Regulations, are independent of
the management, and have complied with the Code for
Independent Directors as prescribed in Schedule IV of the
Act. Declaration of their independence as required under the
Listing Regulations have also been received from the Director.

Policy on Directors appointment and remuneration

The Company has a policy for the appointment and
remuneration of Directors and matters under Section 178(3)
of the Act. This policy is uploaded on the Company’s website,
and its salient features have been disclosed in the Corporate
Governance section of this Annual Report.

Number of Board Meetings

Seven (7) Board meetings were held in the year, details are
furnished in the Corporate Governance Report.

Performance evaluation and its criteria

In accordance with the Act and the corporate governance
requirements under the Listing Regulations, the Board
evaluated its own performance, that of its Committees, and
individual Directors for the year. Factors such as composition,
structure, process effectiveness, quality of information, and
overall functioning were considered. The Board and the NRC
also reviewed the performance of individual Directors based
on attendance, preparedness, and contributions at Board
and Committee meetings. At their separate meeting held
on March 06, 2026, the Independent Directors reviewed the
performance of the Non-Independent Directors, the Board
as a whole, and the Chairman, considering the views of the
Executive and Non-Executive Director. They also assessed
the quality, quantity, and timeliness of information flow to the
Board for effective discharge of its duties.

Directors’ Responsibility Statement

The Board confirms that pursuant to Section 134(5) of the Act,
and to the best of its knowledge and ability, for the FY 2025-26:

a) the applicable accounting standards have been followed
and there is no material departure in the preparation of
the annual accounts;

b) accounting policies were selected and applied
consistently, and judgments and estimates made were
reasonable and prudent to give a true and fair view of the
state of affairs and the profit of the Company;

c) adequate accounting records were maintained for
safeguarding the assets of the Company and for preventing
and detecting fraud and irregularities, in accordance with
the provisions of the Act;

d) annual accounts were prepared on a going concern basis;

e) adequate and effective internal financial controls were
laid down and followed in the operations; and

f) proper and adequate systems were devised and were
operating effectively in compliance with the provisions of
all applicable laws.

Audit Committee

The details in respect of role / powers / composition of the
Audit Committee and other information are included in the
Corporate Governance Report forming a part of this Annual
Report.

Statutory Auditors

The Statutory Auditors of the Company - Bathiya & Associates
LLP, Chartered Accountants (FRN:101046W/W100063)
(Auditors) - were appointed for a 5 (five) consecutive year
term (first term) at the 1^st Annual General Meeting (AGM) held
on July 20, 2024, at a remuneration mutually agreed upon
by the Board and the Auditor Effective December 17, 2024,
their name has changed to S H B A & Co LLP. The first term
of the Auditors concludes at the 6^th AGM i.e. in FY 2029. The
Auditors Report on the financial statements of the Company
is a part of this Annual Report. There is no modified opinion,
qualification, reservation, adverse remark or disclaimer given
by the Auditors for the year under review. The observations
and comments given in their report read together with the
Notes to Accounts are self-explanatory and hence do not call
for any further explanation or comments under Section 134 (f)
(i) of the Act.

Secretarial Auditor and Secretarial Audit Report

The Board appointed Mr. Virendra G. Bhatt, Practicing
Company Secretary (CP:124) to undertake the Secretarial
Audit of the Company for a period of five (5) years from FY 2025¬
26 to FY 2029-30. This was done pursuant to the provisions of
Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with
Regulation 24A of SEBI Listing Regulations, and under approval
of the shareholders obtained at the 2^nd AGM of the Company
held on August 14, 2025. Annexure E contains the Secretarial
Audit Report in Form MR-3 along with the Secretarial Audit
Report of material unlisted subsidiaries for the FY ended
31^st March 2026. The Company has complied with the
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) during the year under

review. There are no qualifications, reservations, adverse
remarks or disclaimers given by the Secretarial Auditor.
In terms of Section 118(10) of the Act, the Company is
compliant to the Secretarial Standards issued by the ICSI.
Board Meetings, General Meetings, and systems as such were
adequate and operating effectively.

Fraud Reporting

The Statutory Auditors, Cost Auditors and Secretarial Auditors
have not reported any instances of fraud committed by officers
or employees of the Company to the Audit Committee. As per
Section 143(12) of the Act, details of such instances need to
be mentioned in the Annual Report.

Subsidiaries and Step-down subsidiaries

The Company operates its domestic and international
business through wholly owned or step-down subsidiaries.
The financial performance of these companies is given in
Annexure A - form AOC 1. Chembond Water Technologies
Ltd, a wholly owned subsidiary of your Company transferred
its entire shareholding in Rewasoft Solutions Pvt Ltd and
effective January 1, 2026, Rewasoft ceased to be a step-
down associate. The standalone and consolidated financial
statements, relevant documents, and audited financial
statements of subsidiaries, are available on the Company’s
website https://www.chembondindia.com/subsidiary-

financials/ in compliance with Section 136 of the Act.

Particulars of Related Party Transactions (RPT)

All transactions entered with related parties during the
financial year were in the ordinary course of business on an
arm’s length basis and do not attract the provisions of Section
188(1) of the Act. Suitable disclosures as required by the
Indian Accounting Standards (Ind AS-24) have been made in
the notes to the financial statements. The Company’s RPT
policy is available on its website https://www.chembondindia.
com/all-policies/. in compliance to the provisions of Section
136 of the Act. Annexure B - form AOC-2 contains details of
material RPT for the year as prescribed by Section 134(3)(h) of
the Act and Rule 8 of the Companies (Accounts) Rules, 2014.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo

Annexure C of this report contains particulars required to be
disclosed under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Account) Rules, 2014, amended from
time to time.

Corporate Social Responsibility (CSR)

The Company’s CSR policy (available on its website https://
www.chembondindia.com/all-policies/) prioritizes fulfilling
CSR spend commitments in certain focus areas. Constituted
by the Board pursuant to Section 135 of the Act read with the
Companies CSR Policy Rules, 2014 amended periodically,
the CSR Committee spent ^ 13.55 lakhs during the year
enumerated in Annexure D.

Remuneration to Directors and Key Managerial Personnel

Information regarding Directors’ remuneration policy, criteria
and other matters as per sub-section (3) of Section 178 are
provided in the Corporate Governance Report. Annexure F
contains the prescribed disclosures and details pursuant
to Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Particulars of employees

None of the employees have remuneration exceeding the
prescribed limits set under Section 197 of the Act read with
Rule 5(2) of the Companies Rules, 2014 as amended expect
Mr Nirmal Shah. The prescribed details are mentioned in
Annexure F. In line with Section 136 of the Act, this Annual
Report is being sent to the members and others entitled
thereto without information and details of employees. The
particulars are available for inspection by members during
business hours on working days at the registered office of the
Company up to the date of the ensuing AGM.

Policies and Disclosure Requirements

The Company has adopted all the applicable policies in line
with the provisions of the Act and the Listing Regulations.
Policies are available on the Company website https://www.
chembondindia.com/all-policies/. All Directors and senior
management personnel have affirmed their adherence to
the provisions of the Code of Conduct in FY 2025-26. The
Company’s policy on Directors’ appointment, remuneration
and other matters provided in Section 178(3) of the Act forms
a part of the Nomination and Remuneration Policy and can be
found in the Corporate Governance Report.

Risk Management

The Company has voluntarily constituted a Risk Management
Committee (RMC) to prepare, review and monitor a risk
management plan. The RMC meets on a required basis
to identify and review critical risks and reports changes
to the Board and Audit Committee in detail. The Risk
Management Policy can be viewed on the Company website
https://www.chembondindia.com/all-policies/

Internal Financial Control Systems

Your Company has an adequate system of internal controls
in place to ensure compliance with various policies,
practices and statutes. The Company also maintains robust
internal financial control systems and processes that are
commensurate with the size, nature, geographical spread and
complexities of its operation both at entity and process levels.
The Board is responsible for the same as per Section 134 of
the Act.

Management Discussion and Analysis Report

Management Discussion and Analysis Report forming a part
of this Annual Report is included as stipulated by the Listing
Regulations.

Corporate Governance and Vigil Mechanism

A Corporate Governance Report covering compliances with
stipulations and requirements of Regulation 34(3) read with
Schedule V of the Listing Regulations forms a part of this
Annual Report. The same has been reviewed and certified
by Mr. Virendra G. Bhatt, Practicing Company Secretary
and Secretarial Auditor of the Company and a compliance
certificate is included herein. The Company has formulated a
Whistle Blower Policy thereby establishing a vigil mechanism
for Directors and permanent employees for reporting genuine
concerns or grievances, if any, about unethical behaviour,
actual or suspected fraud or violation of the Company’s
Code of Conduct or policies. It also provides adequate
safeguards against the victimization of employees and allows
direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases. Details are furnished in the
Corporate Governance Report. The policy is available on the
Company’s website https://www.chembondindia.com/all-
policies/

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments have been
disclosed in the financial statements.

Transfer to Investor Education and Protection Fund (IEPF)

Chembond Material Technologies Limited (formerly
Chembond Chemicals Limited)("Demerged Company") held
42,764 equity shares in the IEPF established by the Central
Government. Consequent to the scheme of arrangement
coming into effect, Chembond Chemicals Limited (formerly
Chembond Chemical Specialties Ltd)has transferred 85,528
equity shares as per the share entitlement ratio of the scheme
of arrangement to the IEPF and Form IEPF-4 has been filed on
September 16, 2025. The list of shareholders whose shares
or dividends have been transferred to the IEPF has been
uploaded on the Company’s website. Members / Claimants
can make an application to IEPF Authority in Form IEPF-5
(available on www.iepf.gov.in) and reclaim such transferred
shares or dividends. The Member / Claimant can file only one
consolidated claim in a Financial Year as per the IEPF Rules.

Annual Return

The Annual Return as per Section 92(3) and Section 134(3)
(a) of the Act, and Form MGT-7 prescribed by the Companies
(Management and Administration) Rules, 2014, is available at
https://www.chembondindia.com/forms-and-notices/

Prevention, Prohibition and Redressal of Sexual
Harassment of Women

The Company has a Policy for Prevention of Sexual Harassment
(at: https://www.chembondindia.com/all-policies) meeting
the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary
and trainees) are covered under this policy and have been
provided training on the same. An Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. During the year under
review, no complaints were received.

Compliance with the Maternity Benefit Act, 1961

The Company is committed to ensuring a safe, inclusive,
and supportive workplace for women employees. Necessary
internal systems and HR policies are aligned to uphold the
spirit and letter of the Maternity Benefit Act, 1961, including
all amendments and rules framed thereunder, and is fully
compliant with the provisions.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as
stipulated in Section 34 of the Listing Regulations is not
applicable to the Company.

Material changes and commitment

Except for changes in the share capital, name of the
Company, and some scheme of arrangement related points
disclosed elsewhere in this report, no material changes
and commitments affecting the financial position of your
Company have occurred between the end of the financial year
of the Company and the date of this Report.

Significant and Material Orders

During the year under review, there is no pending litigation
against the Company. There have been no significant and
material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company
and its future operations.

Proceedings Pending under the Insolvency and Bankruptcy
Code

There are no proceedings or appeals pending, and no
applications have been filed during the year and till the date of
this report under the Insolvency and Bankruptcy Code, 2016.
No One-time settlement or revaluation was done while availing
or discharging loans from Banks / Financial Institutions during
the year.

Research and Development

The Company recognizes the need to have well-equipped
R&D facilities to meet customer requirements and develop
cutting edge products. As a natural corollary, your Company
continues to invest in a R&D programme with processes that
suit the business and strategy of the Company.

Acknowledgements

The Board of Directors places on record its sincere appreciation
for the hard work, dedication, and commitment demonstrated
by its personnel across all levels of the organization. The
Board also gratefully acknowledges the continued support
and cooperation extended by the bankers, suppliers, business
partners, members, various government authorities, and all
other stakeholders who have contributed to the Company’s
progress.

By order of the Board of Directors of
Chembond Chemicals Limited

(formerly Chembond Chemical Specialties Limited)

Nirmal Vinod Shah

Chairman and Managing Director

16^th May 2026, Navi Mumbai DIN 00083853