Your Directors take great pleasure in presenting
the 11th Annual Report of CHD CHEMICALS
LIMITED the "Company" on business and
operations of the Company along with the
audited financial statements of accounts for
the financial year ended 31^st March 2025.

1. FINANCIAL SUMMARY

The Company's financial performance, for the
year ended March 31,2025 is summarized below:

The Board's Report shall be prepared based on
the stand alone financial statements of the
company.

Amount in Lacs.

2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY’S AFFAIRS

• The company is engaged in the business
of trading of chemicals and dyes.

• The Total revenue for the Current year is
Rs. 688.45 lacs in comparison to Last
year's revenue I.e. Rs. 1623.04 Lacs

• The profit in the Current year is Rs.(19.64)
lacs in comparison to Rs. 25.81Lacs last
year's.

During the year under review, there has been no
change in the nature of the business of the
Company. Further, there were no significant and
material order passed by the regulators or courts

or tribunals impacting the going concern status
and Company's operations in future.

3. MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred between
Balance Sheet date and the date on which the
financial statement are approved by the Board
of Directors.

5. TRANSFER TO GENERAL RESERVES IN TERMS OF
SECTION 134(3) (J) OF THE COMPANIES ACT,

2013

No amount has been transferred to the general
reserve during the year under review.

6. SHARE CAPITAL

During the Financial Year 2024-25,

Company increased its Share Capital on
following occasions:

(i) Authorized Share Capital

No Change in the Authorized capital of the
company during the year under review.

(ii) Paid up Share Capital:

No change in the paid up share capital of the
company during the year

(iii) ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with
differential rights during the year under review.
Hence the provisions of Section 43 of the
Companies Act, 2013 are not applicable.

(iv) ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any sweat equity
shares during the year under review. Hence the
provisions of Section 54 of the Companies Act,
2013 are not applicable.

7. DEPOSITS

DETAILS RELATING TO DEPOSITS COVERED UNDER
CHAPTER V OF THE ACT

DETAILS OF DEPOSITS WHICH ARE NOT IN
COMPLIANCE WITH THE REQUIREMENTS OF
CHAPTER V OF THE ACT

During the Financial Year under review, the
Company has not accepted any deposit under
Section 73 to 76 of the Companies Act, 2013
read with Companies (Acceptance of Deposits)
Rule, 2014 as amended from time to time which
are not in compliance with the requirements of
Chapter V of the Act.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

Ms Divya Kothari appointed during the year
under review on 17^th july, 2024 and resigned on
3^rd September, 2024

KEY MANAGERIAL PERSONNEL

No change in Key Manaerial Personnel
BOARD COMMITTEES

Details of Board committees and term of
reference is provided in the "Annexure V”
corporate Governance report of the company.

9. BOARD MEETINGS

The details of the Number of Meetings of the
Board held during the financial year 2024-25 form
part of the Corporate Governance.

There were 8meetings held during the year

10. DECLARATION BY INDEPENDENT DIRECTORS

Mr Pawan Kumar Joshi and Mr Satyaveer Singh
Dangi Independent Directors of the Company
have given their respective declaration as
required under Section 149(7) of the Companies
Act, 2013 to the effect that they meet the criteria
of independence as provided in Section 149(6)
of the Companies Act, 2013 and that they abide
by the provisions specified in Schedule IV to the
Companies Act, 2013. The Board has, taken on
record the declarations received from Mr Pawan
Kumar Joshi and Mr Satyaveer Singh Dangi.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements set
out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

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 as
at March 31, 2025 and of the profit of the
Company for the year ended on that date;

c) The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the sAct 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;

e) The Directors have laid down internal financial
controls to be followed by the Company and
that such internal financial controls are
adequate and are operating effectively; and

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

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and
implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.

13. CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All contracts / arrangements / transactions
entered by the Company during the financial
year with related parties were in the ordinary
course of business and on an arm's length basis,
therefore, the provisions of Section 188 of the
Companies Act, 2013 were not attracted.

Further, there are no materially significant related
party transactions during the year under review
made by the Company with Promoters, Directors,

or other designated persons which may have a
potential conflict with the interest of the
Company at large.

Your Directors draw attention of the members to
in the Accounting Policies to the Financial
Statement which sets out related party
disclosures as prescribed under Accounting
Standard 18.

Information on transactions with related parties
pursuant to Section 134(3) (h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules,2014
are given in “Annexure - 1” Form AOC-2 and the
same forms part of this report.

14. COMPANY'S POLICY RELATING TO DIRECTORS
APPOINTMENT. PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

In accordance with Section 178 of the
Companies Act, 2013 the Nomination and
Remuneration Committee has formulated
Remuneration Policy ("the policy"). The objective
of the policy is to ensure that Executive Directors
and other employees are sufficiently
compensated for their performance. The Policy
seeks to provide criteria for determining
qualifications, positive attributes and
independence of a director.

15. STATUTORY AUDITORS

In the Annual General Meeting held for financial
year 2021-22 Members approved appointment of
D S P & Associates, Chartered Accountants (Firm
Registration No. 006791N) as Statutory Auditors of
the Company to hold office for from the financial
year 2021-2022

16. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse
remark made by the statutory Auditor in their
report.

There are some matter of emphasis given by the
auditor board of director took the note of the
esame.

Secretarial Auditor in his Secretarial made the
some qualification

There were instances where company if delay in
filing some forms were are taking precautions in
filing the forms in due time.

Regarding the Independent director not
registered on independent director database or
not clear exam .

The one of our independent director was
exempted from test and he was registered in
database also but his membership was due for
renewal.

One of director was preparing for her exams.

But now after the period under review company
has appointed new independent director. Mr
satyaveer singh dangi has been exempted from
exam and Mr pawan kumar joshi is registered on
database and preparing for exam.

There were certain instance (for the quarter
ended 30.09.2024), where disclosure required
under Sebi (LODR), Regulations (2015) by the
company was made by after due date, the
regulation are: Reg 13(3) (LODR), 2015, Reg 27(2)
(LODR), 2015 and Reg 31 (LODR), 2015, A
monetary penalty of INR 5900/- was imposed,
which was paid by the company

The company was not able to file the
compliances due to facing some issue on BSE
listing Portal. We have paid the fine also for the
same.

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

Company has not granted any loans and made
investments, or given guarantees or provided
securities to other bodies corporate under the
provisions of Section 186 the Companies Act,
2013.

18. EXTRACT OF ANNUAL RETURN

P Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Companies (Management
and Administration) Rules, 2014, the draft Annual
Return of the Company in Form MGT-7 for FY
2024-25 has been placed on the Company's
website and can be accessed at the company
website www.chdchemicals.com

19. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying
unpaid or unclaimed for a period of seven years.
Therefore there were no funds which were
required to be transferred to Investor Education

and Protection Fund (IEPF) during the financial
year 2024-25.

20. STATEMENT INDICATING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT

The Company does not have any Risk
Management Policy as the elements of risk
threatening the Company's existence are very
minimal.

21. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS PURSUANT TO RULE
8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES,
2014

The Company has a formal system of internal
control testing which examines both the design
effectiveness and operational effectiveness to
ensure reliability of financial and operational
information and all statutory / regulatory
compliances. The Company has a strong
monitoring and reporting process resulting in
financial discipline and accountability.

22. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section
197(12) read with Rule, 5 (1) of The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the
"Annexure-IV” of the Annual Report.

The Company has not appointed any
employee(s) in receipt of remuneration
exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.

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

The Company has duly set up an Internal
Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints
received regarding sexual harassment. The
following is a summary of sexual harassment
complaints received and disposed off during the
year 2024-25.

No of complaints received : Nil

No of complaints disposed off: Nil

24. CONSERVATION OF ENERGY. TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

Pursuant to applicable provisions of the
Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements)

Regulations, 2015, the Board had adopted a
formal mechanism for evaluating its own
performance and as well as that of its
Committees and individual Directors, including
the Chairperson of the Board.

29. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for
the year under review, as stipulated under
Regulation 34(2(e) of the SEBI (LORD) 2015, is
presented in Annexure VI and the same is for the
part of this report.

30. BUSINESS RESPONSIBILITY REPORT (BRR)

The Board of Directors of the Company hereby
confirms that, according to the provisions of
Regulation 34(2)(f) of the Securities Exchange
Board of India (Listing Obligation and Disclosure
Requirement) Regulation 2015, the give report on
Business Responsibility Report (BRR) is not
mandatorily applicable to our company, hence
not annexed with Annual Report.

31. DISCLOSURE IN RESPECT OF SCHEME
FORMULATED UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013

Since the Company has not formulated any
scheme in terms of Section 67(3) of the
Companies Act, 2013, therefore no disclosures
are required to be made.

32. DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES:

There has been no subsidiary/Associate/Joint
Venture incorporated/ceased of your company
during the financial year 2024-25

33. DISCLOSURES PURSUANT TO SECTION 197(14)
OF THE COMPANIES ACT, 2013:

No disclosure under section 197(14) of the
Companies Act, 2013 is required. Company has
no Holding or Subsidiary company as on 31^st
March, 2025

34. Dividend

No dividend has been declared by the company
during the financial year 2024-25

34. SHARES IN SUSPENSE ACCOUNT

There are no shares lying in suspense account

35. REPORTING OF FRAUDS

There was no instance of fraud during the year
under reivew, which required the Statutory
Auditors to report to the Audit Committee and /
or Board under Section 143(12) of Act and Rules
framed there under.

36. STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32(1) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, there
is no deviation or variation in the use of proceeds

37. OTHER DISCLOSURES

a. There was no revision of financial statements
and Board's Report of the Company during the
year under review

b. There has been no change in the nature of
business of the Company as on the date of this
report

c. No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application
made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at
the end of the financial year is not applicable.

d. The requirement to disclose the details of the
difference between the amount of valuation
done at the time of onetime settlement and the
valuation done while taking a loan from the
Banks or Financial Institutions along with the
reasons thereof, is not applicable.

e. CODE FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate,
monitor and report trading by insiders in
securities of the Company. The code inter alia
requires pre-clearance for dealing in the
securities of the Company and prohibits the
purchase or sale of securities of the company
while in possession of unpublished price
sensitive information in relation to the
Company and during the period when the
trading window is closed.

38. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The
Company's policy requires the conduct of
operations in such a manner to ensure the
safety of all concerned, compliance with
environmental regulations and preservation of
natural resources.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company
has complied with the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India.

40. REPORTING OF FRAUDS

There was no instance of fraud during the year
under review, which required the Statutory
Auditors to report to the Audit Committee
and/or Board under Section 143(12) of the Act
and Rules framed thereunder.

41. CAUTIONARY STATEMENT

Statements in this Directors' Report and
Management Discussion and Analysis Report
describing the Company's objectives,
projections, estimates, expectations or
predictions may be "forward-looking
statements" within the meaning of applicable
securities laws and regulations. Actual results
could differ materially from those expressed or
implied. Important factors that could make
difference to the Company's operations include
raw material availability and its prices, cyclical
demand and pricing in the Company's principal
markets, changes in Government regulations,
Tax regimes, economic developments within
India and the countries in which the Company
conducts business and other ancillary factors.

42 ACKNOWLEDGEMENT

The Board of Directors acknowledges with
gratitude the co-operation and assistance
provided to your company by its bankers,
financial institutions, government and other
agencies. Your Directors thank the customers,
vendors and other business associates for their
continued support in the company's growth.

For and on behalf of Board of
Directors

SD/- SD/-

Mehtab Singh Ankit kOthari

Director Director

DIN - 10294514 DIN -06883692

Place: Panchkula
Dated: 8^th September, 2025