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Company Information

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CHEMFAB ALKALIS LTD.

12 September 2025 | 12:00

Industry >> Chemicals - Inorganic - Caustic Soda/Soda Ash

Select Another Company

ISIN No INE783X01023 BSE Code / NSE Code 541269 / CHEMFAB Book Value (Rs.) 268.99 Face Value 10.00
Bookclosure 05/09/2025 52Week High 1230 EPS 0.00 P/E 0.00
Market Cap. 942.38 Cr. 52Week Low 627 P/BV / Div Yield (%) 2.44 / 0.19 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have the pleasure of presenting the 16th Annual Report of Chemfab Alkalis Limited along with the
Audited Standalone and consolidated financial statements for the Financial Year Ended 31st March 2025.

The summarized financial results are as under:

FINANCIAL SUMMARY

Particulars

Consolidated

Standalone

Year ended.
31 March
2025

Year ended.
31 March
2024

Year ended.
31 March
2025

Year ended.
31 March
2024

Summary of Profit and Loss Statement:

Total Revenue

33,437.43

32,729.68

32,209.05

32,728.78

Profit before Finance Cost and Depreciation

5,083.86

6,243.95

5,913.59

6,540.77

Less: Finance Cost

492.50

94.22

491.58

93.08

Profit before Depreciation

4,591.36

6,149.73

5,422.01

6,447.69

Less: Depreciation and amortization

3,633.13

2,235.08

3,238.79

2,185.01

Profit Before Exceptional Items

958.23

3,914.65

2,183.22

4,262.68

Exceptional Items

(988.77)

-

-

-

Profit before Tax

(30.54)

3,914.65

2,183.22

4,262.68

Less: Tax including Deferred Tax

663.49

1,282.34

660.80

1,263.96

Profit/(Loss) after Tax

(694.03)

2,632.31

1,522.42

2,998.72

Other Comprehensive Income/(Loss)

38.43

21.94

38.43

21.94

Total Comprehensive Income/(Loss)

(655.60)

2,654.25

1,560.85

3,020.66

Summary of Retained Earnings Movement:

Balance brought forward from last year

1,150.48

(1,320.62)

1,712.98

(1,124.53)

Add: Profit/(Loss) after Tax

(694.03)

2,632.31

1,522.42

2,998.72

Add: Other Comprehensive Income

41.19

16.20

41.19

16.20

Less: Appropriations

Final Dividend

178.46

177.41

178.46

177.41

Tax on Dividend

-

-

-

Balance Carried to Balance Sheet

319.18

1,150.48

3,098.13

1,712.98

Performance and State of Affairs of the
Company

The overall performance and more details are
covered under the Management section, which forms
part of the Annual Report.

Change in Nature of Business

During the year under review, there is no change in
nature of business of your Company.

Change in the registered office of the
Company

There was no change in the registered office of the
company during the financial year 2024-2025.

Capital Structure

During the year under consideration, there is no
change in authorized share capital. However, the
paid-up share capital was increased due to allotment
of equity shares under Company's employee stock

option scheme "CAESOS 2020". As on 31st March
2025, the authorised and paid - up capital stands as
stated below:

The Authorized Share Capital of the Company is
' 39,14,00,000 (Rupees Thirty Nine Crores Fourteen
Lakhs Only) divided into 3,91,40,000 (Rupees Three
Crores Ninety-One Lakh Forty Thousand Only) Equity
Shares of
' 10/- each.

The Paid-up Share capital of the Company stands
at
' 14,36,37,020 (Rupees Fourteen Crore Thirty Six
Lakh Thirty Seven Thousand Twenty Only) divided
into 1,43,63,702 (Rupees One Crore Forty Three Lakh
Sixty Three Thousand Seven Hundred Two Only)
Equity Shares of
' 10/- each.

Dividend

Your directors recommended the payment of
Dividend of
' 1.25/- per share for the year ended March
31, 2025, absorbing a sum of
' 179.55 Lakhs considering
shares outstanding as on 31 March 2025, subject to
the approval of the Members at the ensuing Annual
General Meeting.

Transfer of profit to reserves

The Company has not proposed transferring any of its
profits to reserves.

Material Changes during the reporting
period

No material changes have occurred, or any
commitments made between the financial year
ended 31st March 2025 and the date of this report,
which would adversely affect the financial position of
the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprise
of total eight directors including Non- Executive
Chairman who is a promoter of the Company, Non
- Executive Directors and Independent Directors. The
Company has two women Independent Directors. The
composition of the Board of Directors is in compliance
with Regulation 17(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 and
Section 149 of the Companies Act, 2013.

The Company has received necessary declarations
from the Independent Directors under Section 149(7)
of the Companies Act, 2013 stating that they meet
the criteria of independence as specified in Section
149(6) of the Companies Act, 2013 and as per the SEBI
(Listing Obligations and Disclosures Requirements)
Regulations, 2015.

The Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2019.The Registration details are as below:

Sl. No

Name of the Director

Registration number

01.

Mr. A. Janakiraman

IDDB-DI-202002-007989

02.

Mrs. J. Sujatha Jayarajan

IDDB-DI-201912-001692

03.

Mrs. R. Drushti Desai

IDDB-DI-202002-015500

04.

Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th Me

y, 2025)

IDDB-DI-202110-039184

Board Composition:

The Board is well balanced with the composition of four Non- Independent Directors and Four Independent
Directors (including two Women Independent directors).

Category

Name of Directors

Non - Independent Directors

Mr. Suresh Krishnamurthi Rao
Mr. C S Ramesh
Mr. R Mahendran
Mr. Nitin S Cowlagi

Independent Directors

Mr. A Janakiraman
Mrs. Drushti Desai
Mrs. Sujatha Jayarajan

Mr. Satish Narain Jajoo (Additional) (w.e.f. 30th May, 2025)

Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 and
Regulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.

B. Meetings

The number of Board Meetings held during the year along with the dates of the meetings:
(Disclosure pursuant to 134 (3)(b) of the Companies Act, 2013).

During the Financial Year 2024-2025, the Board of Chemfab Alkalis Limited met Five times as under:

Sl. No

Date of Board meetings

Quarter

No. of Directors as on
the date of Meeting

Total No. of Directors
attended

1.

22nd May 2024

First

7

7

2.

08th August 2024

Second

7

7

3.

25th September 2024

Second

7

5

4.

04th November 2024

Third

7

7

5.

30th January 2025

Fourth

7

7

The meetings of the Board were held periodically,
with an interval of not more than one hundred and
twenty days between two consecutive meetings, as
prescribed under Section 173(1) of the Act.

C. Re-appointment of Directors Retiring by
Rotation

In terms of Section 152 of the Companies Act, 2013,
Mr. R. Mahendran (DIN: 07451058) is liable to retire by
rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The
Board of Directors, based on the recommendation
of the Nomination and Remuneration Committee
has recommended the re-appointment of Mr. R.
Mahendran (DIN: 07451058) retiring by rotation.

D. Committees of the Board

The constitution and terms of reference of the
Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, and
Risk Management Committee are also aligned with
the requirements of Regulations 18 to 22 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013.

A detailed note on the Committees is given in the
Corporate Governance Report forming part of the
Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that
formal evaluation needs to be made by the Board, of
its performance and that of its committees and the
individual Directors. Schedule IV of the Companies Act,
2013 and regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 state
that the performance evaluation of each Independent
Director shall be done by the entire Board of Directors
excluding the Director being evaluated.

Pursuant to the provisions of Section 134 (3) (p) of
the Companies Act, 2013 and SEBI (LODR) regulations,
2015, the Board has carried out an evaluation of its
performance, the Directors individually as well as its
Committees. The manner in which the evaluation has
been carried out has been explained in the Corporate
Governance Report forming part of the Annual Report.

F. Directors' Responsibility Statement

As required under Section 134(5) of the Companies
Act, 2013, the Board of Directors hereby confirms, that -

(a) In the preparation of the Annual Accounts for
the financial year ended 31st March 2025, the
applicable Accounting Standards and Schedule
III of the Act have been followed and there are no
material departures.

(b) They have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
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 loss of the Company for the financial
year 2024-2025.

(c) They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

(d) They have prepared the annual accounts on a
going-concern basis.

(e) They have laid down proper internal financial
controls to be followed by the Company and
such internal financial controls are adequate and
are operating effectively; and

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

G. Changes in Directors and Key Managerial
Personnel

During the year under review there were no changes in
Directors or Key Managerial Personnel. After the end of
financial year, Mr. Satish Narain Jajoo was appointed
as Additional Director (Independent) w.e.f. 30th May,
2025. Mr. B. Vignesh Ram resigned from the position
of Company Secretary and Compliance Officer on 18th
April, 2025 and Mr. Bharatraj Panchal was appointed
as Company Secretary and Compliance Officer w.e.f.
16th July, 2025.

H. Changes in Subsidiaries, Joint Ventures,
and Associates

During the financial year ended 31st March 2025, there
were no changes in the subsidiaries, joint ventures
and associates. The salient feature on financial
statements or performance is given in
Annexure A of
this report.

I. Significant or Material Orders Passed by
Regulators/Courts

There were no significant or material orders passed
by any regulator/court during the reporting period.

J. Declaration by Independent Directors

The Company has received necessary declarations
from Mr. A. Janakiraman, Mrs. Sujatha Jayarajan, and
Mrs. Drushti Desai independent directors, under Section
149 (7) of the Companies Act 2013, that they meet the
criteria of independence laid down in Section 149(6)
of the Companies Act 2013 and regulation 25 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and their Declarations have been
taken on record.

K. Independent Directors' Meeting

In accordance with the provisions of Schedule IV
(Code for Independent Directors) of the Companies
Act, 2013 and Regulation 25 of the SEBI Listing
Regulations, a meeting of the Independent Directors
of the Company was held on March 29, 2025 without
the presence of Non-Independent Directors and
Company's Management.

The Company Secretary was an invitee to the said
meeting and acted as a facilitator to the Independent
Directors.

L. Details in respect of Frauds

The Company's auditors' report does not have any
statement on suspected fraud in the company's
operations to explain as per Sec. 134(3) (ca) of the
Companies Act 2013.

M. Fixed Deposits

During the year under review, the Company did not
raise funds, by way of fixed deposits, from the public.

N. Details of contracts or arrangements with
related parties

The details of contracts or arrangements entered into
with related parties along with justification for entering
into such contract or arrangement, referred to in sub¬
section (
1) of Section 188 in the prescribed form no.
AOC 2 is given in
Annexure B of this report.

O. Code of Conduct for prevention of Insider
Trading

The Company has a policy viz., "Code of Conduct
for prevention of Insider Trading" and the same has
been posted on its website
www.chemfabalkalis.com.
The Company also monitors insider trading activities
through Structured digital database software in
accordance with Regulation 5(3) of SEBI (LODR)
(Amendment) Regulations 2020.

P. Development and implementation of a
Risk Management Policy

The main objective of Risk Management is risk reduction
and avoidance, as also identification of the risks faced
by the business and optimizing the risk management
strategies. The Company has put in place a well-
defined Risk Management framework. The Company
has constituted a Risk Management Committee even
though the constitution of the same does NOT apply
to the Company since it is mandatory only for the top
1000 listed Companies as per the listing regulations.
The Risk Management Committee assists the Board in
drawing up, implementing, monitoring, and reviewing
the Risk Management Plan. The Committee lays down
the Risk Assessment and Minimization Procedures and
it reviews the Procedures periodically to ensure that
the Executive Management controls the risks through
a properly defined framework.

The Company has also obtained certification for
ISO 14001 and ISO 45001 systems to take care of
critical operational areas. The Company has also
implemented Process Safety Management (PSM). We
are the first company in our industry to implement the
same.

We are continuing with the publishing of a
sustainability report, enhancing our commitment to
sustainable development.

Q. Technology absorption, Conservation of
energy and Research and development and
Foreign Exchange earning and Outgo

The detailed note on the technical absorption
and conversation of energy and research and
development and Foreign Exchange earning and
Outgo is annexed herewith as
Annexure C.

R. Cost Records

Your Company is maintaining cost records and
reports pursuant to the Companies (Cost Records
and Audit) Rules, 2014, as amended prescribed by the
Central Government under sub-section (1) of Section
148 of the Companies Act, 2013.

AUDIT RELATED MATTERS

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration No
117366W/W-100018) were re-appointed as Statutory
Auditors of the Company for a term of 4 (four) years,
to hold office from the conclusion of the 13th Annual
General Meeting held on 15th September 2022 till the
conclusion of the 17th Annual General Meeting on such
professional fees as may be fixed by the Board of
Directors as recommended by the Audit Committee
in consultation with them.

There are no qualifications or adverse remarks in the
Statutory Audit Report which require any explanation
from the Board of Directors.

B. Cost Auditor

As per Sec. 148 (6) of Companies Act, 2013 and rule
6(6) of the Companies (Cost Records and Audit)
Rules, 2014, the applicability of Cost audit is based
on the overall annual turnover of the company, from
all its products and services during the immediately
preceding financial year, being rupees one hundred
crores or more. Under Rule 3 of the same Regulations,
the maintenance of cost records applies to companies
whose aggregate turnover of the individual product
or products, or service or services is Rupees thirty-five
crores or more.

In conformity with the said provisions of the
Companies Act, 2013, the Company has appointed
M/s. Madhavan, Mohan & Associates, Cost Auditors,
as the Cost Auditor, for the audit of cost accounts for
your Company for the year ending 31st March 2025.
The remuneration to be paid to him is being ratified at
this Annual General meeting.

There are no qualifications or adverse remarks in the
Cost Audit Report which require any explanation from
the Board of Directors.

C. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company
has appointed M/s. M Damodaran & Associates LLP,
Practicing Company Secretaries to undertake the
Secretarial Audit of the Company. The Secretarial
Audit Report in Form No. MR-3 for the financial year
2024-2025, is annexed herewith, as
Annexure F.

A Certificate from a Company Secretary in practice
that none of the directors on the board of the company
have been debarred or disqualified from being
appointed or continuing as directors of companies

by the Board/Ministry of Corporate Affairs or any such
statutory authority is annexed herewith, as
Annexure G.

During the financial year ended 31st March, 2025,
the following observations were submitted from the
Secretarial Auditor of the Company that needs the
response of the Board.

1. As per Regulation 17(1) (b) of SEBI LODR, where the
regular non-executive chairperson is a promoter
of the listed entity, at least half of the board of
directors of the listed entity shall consist of
independent directors.

"During the review period, the listed entity had 3
independent directors out of total 7 directors."

Response from the Board of Directors: The listed
entity has complied with said regulation 17(1) (b)
of SEBI LODR by appointing one more independent
director in the Board as on date of Secretarial
Audit Report.

2. As per Regulation 18(1) (b) of SEBI LODR, every
listed entity shall constitute a qualified and
independent audit committee with at least two-
thirds of the members of audit committee shall
be independent directors.

"The Audit Committee was not constituted with
at least two-thirds of the independent directors
during the period from April 01, 2024 to September
24, 2024 as required u/r. 18(1) (b) of SEBI LODR."

Response from the Board of Directors: The

Company has reconstituted the Audit Committee
in compliance with regulation 18 (1) (b) of SEBI
LODR as on date of Secretarial Audit Report.

The Company has paid fine amounting to
' 3,56,000 as imposed by NSE under protest and
fine of
' 4,20,080 as imposed by BSE is subject to
protest.

Pursuant to the provisions of Regulation 24A and
other applicable provisions, if any, of the SEBI Listing
Regulations, read with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
and based on the recommendation of the Audit
Committee, the Board of Directors, at their meeting
held on May 14, 2025, approved the appointment
of M/s. M. Damodaran & Associates LLP, practicing
Company Secretaries (Firm Registration Number:
L2019TN006000), a peer-reviewed practicing
Company Secretaries, as the Secretarial Auditor of
the Company for a first term of five consecutive years
commencing from the Financial Year 2025-26 to
Financial Year 2029-30, subject to the approval of the
shareholders at the ensuing AGM.

D. Internal Financial Controls

Your Company has well-defined and adequate
internal controls and procedures, commensurate with
its size and the nature of its operations. This is further

strengthened by the Internal Audit done concurrently.
During the year, the Company got its internal controls
over financial reporting and risk management process
evaluated by independent consultants.

Besides, the Company has an Audit Committee,
comprising Independent and Non-Executive
Directors, which monitors systems, controls, financial
management, and operations of the Company.

The Audit Committee has evaluated the internal
financial controls and risk management system at its
meeting held on the following dates

Sl. No.

Date of Meeting

1.

22nd May 2024

2.

08th August 2024

3.

04th November 2024

4.

30th January 2025

E. Internal Auditor

The Board appointed M/s. V Sankar Aiyar & Co,
Chartered Accountants, as an internal auditor
for the Financial Year 2024-2025 based on the
recommendations of the Audit Committee.

BOARD COMMITTEE COMPOSITION

The Board has constituted the following committees
viz. Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, and Risk
Management Committee.

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations
2015 and the provision of Section 177(8) read with Rule
6 of the Companies (Meeting of Board and its Powers)
Rules 2014, the Company has duly constituted a
qualified and independent Audit Committee. The Audit
Committee of the Board consists of four "Independent
Directors" and Two "Non - Independent Directors" as
members having adequate financial and accounting
knowledge. The composition, procedures, powers, and
role/functions of the audit committee and its terms
of reference are set out in the Corporate Governance
Report forming part of the Boards Report.

During the period under review, the suggestions put
forth by the Audit Committee were duly considered
and accepted by the Board of Directors. There
were no instances of non-acceptance of such
recommendations.

The Audit Committee acts in accordance with the
terms of reference specified by the Board of Directors
in terms of Section 177(4) of the Act and in terms of
Regulation 18 of the SEBI (LODR) Regulations, 2015. It also
oversees the vigil mechanism and is obliged to take
suitable action against the Directors or employees
concerned, when necessary.

A detailed note on the Audit Committee is given in
the Corporate Governance Report forming part of the
Annual Report.

B. Nomination and Remuneration Committee

According to Section 178 of the Companies Act, 2013
and in terms of Regulation 19 of SEBI (LODR) Regulations,
2015, the Company has set up a Nomination and
Remuneration Committee which has formulated the
criteria for determining the qualifications, positive
attributes, and independence of a Director and
ensures that:

1) The level and composition of remuneration are
reasonable and sufficient to attract, retain and
motivate Directors having the quality required to
run the Company successfully.

2) The relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

3) Remuneration to Directors, key managerial
personnel, and senior management involves a
balance between fixed and variable pay, reflecting
short-term and long-term performance,
objectives appropriate to the working of the
Company and its goals.

The Nomination and Remuneration Policy of your
Company is set out and available on your company
website
www.chemfabalkalis.com. A detailed note
on the Nomination and Remuneration Committee is
given in the Corporate Governance Report forming
part of the Annual Report.

C. Stakeholders' Relationship Committee

A detailed note on the Stake Holders' Relationship
Committee is given in the Corporate Governance
Report forming part of the Annual Report.

D. Risk Management Committee

The Company has constituted a Risk Management
Committee even though the constitution of Risk
Management Committee does NOT apply to the
Company since it is mandatory only for the top 1000
listed Companies as per the listing regulations. The
Risk Management Committee assists the Board in
drawing up, implementing, monitoring, and reviewing
the Risk Management Plan. The Committee lays down
Risk Assessment and Minimization Procedures and it
reviews the Procedures periodically to ensure that the
Executive Management controls the risks through the
properly defined framework.

E. Corporate Social Responsibility (CSR)
Committee

The Board has constituted the Corporate Social
Responsibility Committee in accordance with Section
135 of the Companies Act, 2013. The Company is
committed to operating in a socially responsible
manner in terms of protecting the environment and
conserving water resources and energy. Details of the
CSR Policy drawn up by the Company and the CSR

expenditure and initiatives were taken during the year
2024-25 are given in
Annexure D to this Report.

OTHER MATTERS

A. Particulars of loans, guarantees, or
investments u/s 186 of the Companies Act,
2013

During the year under review, the details of loans,
guarantees or investments u/s 186 of the Companies
Act 2013 forms part of the financial statements for
financial year ended 31st March, 2025 which includes
the Loan of
' 3,800 Lakhs (Principal ' 3,761.43 Lakhs
and interest at 8.80% net of TDS
' 38.57 Lakhs) which
was subsequently converted to Preference shares
additionally the Company has invested
' 600 Lakhs
towards subscription of 0.01% Cumulative Convertible
Preference Shares and the overall investment is
4,40,00,000 shares of
' 10 each in Chemfab Alkalis
Karaikal Limited, a Wholly Owned Subsidiary.

B. Remuneration details of Directors and
Employees

The Company's policy on Directors' appointment
and remuneration, including criteria for determining
qualification, positive attributes and independence
of a director and other matters provided under sub¬
section (3) of Section 178, is posted on our company's
website in the following link
https://chemfabalkalis.
com/investors/ and forms part of this Report pursuant
to the first proviso of Sec. 178 of the Companies
Act 2013.

C. Debentures

During the year under review, the Company has not
issued any debentures. As of date, the Company does
not have any outstanding debentures.

D. Bonus Shares

During the year under review, the Company has not
issued any bonus shares.

E. Borrowings

The Company has outstanding borrowings including
IND AS accounting adjustment entries and interest
accrued of
' 8,101.34 Lakhs during the financial Year
ended March 31, 2025.

F. Deposits

The Company has not accepted any deposits in terms
of Chapter V of the Companies Act, 2013 read with
the Companies (Acceptance of Deposit) Rules, 2014,
during the year under review and as such, no amount
on account of principal or interest on public deposits
was outstanding as of the balance sheet date.

G. Transfer to Investor Education and
Protection Fund

The details of the transfer of unclaimed dividends
and the shares for seven consecutive years to the
Investor Education and Protection Fund are given

in the Corporate Governance Report forming part
of the Annual Report, which is also available on the
company's website.

H. Credit Ratings

India Ratings has assigned initial rating of "IND A-/
Stable" for Long term Bank facilities; and "IND A2 " for
Short term Bank facilities.

I. Code of Corporate Governance

In compliance with the requirement of regulations
24 to 27 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, a detailed report
on Corporate Governance is annexed to this
report as
Annexure H along with a Certificate from
M/s. M. Damodaran & Associates LLP, Practicing
Company Secretaries, Chennai affirming compliance
with the said Code which is appended as
Annexure I.

J. Code of conduct for Directors and Senior
Management

The Board of Directors had adopted a code of
conduct for the Board Members and employees
of the company. This Code helps the Company to
maintain the standard of Business Ethics and ensure
compliance with the legal requirements of the
Company.

The Code is aimed at preventing any misconduct and
promoting ethical conduct at the Board level and by
employees. The Compliance Officer is responsible to
ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which
is expected to be followed by the Directors and the
designated employees in their business dealings and
in particular on matters relating to integrity in the
workplace, in business practices, and in dealing with
stakeholders.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.

K. Management Discussion and Analysis
Report

In accordance with the requirement of the Listing
Regulations, the Management Discussion and
Analysis Report is presented in a separate section,
which forms an integral part of this Annual Report.

L. Disclosure on 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 requirement of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Internal Compliant Committee (ICC) has been set up
to redress the complaints received in connection with
sexual harassment in any form.

All employees (permanent, contractual, temporary,
trainees) are covered under this policy.

a. Number of complaints filed during the financial
year:
NIL

b. Number of complaints disposed of during the
financial year:
NIL

c. Number of complaints pending as of the end of
the financial year:
NIL

M. Vigil Mechanism

The Company has established a vigil mechanism,
also called the Whistle Blower Policy, which has
been adopted by the Board, applicable to Directors
and employees, to report concerns about unethical
behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct or Ethics Policy. It
provides adequate safeguards against victimization
of persons who use such mechanism and makes
provision for direct access to the Chairperson of
the Audit Committee in appropriate or exceptional
cases. The confidentiality of Whistle Blower shall
be maintained to the greatest extent possible.
Details of the vigil mechanism are available on our
Company's website.

N. Annual Return - MGT - 7

As per the provisions of Section 134(3)(a) of the
companies Act, 2013, the Annual Return of the
Company is available on our website at
www.
chemfabalkalis.com/investors

O. Employees' Stock Option Scheme

The Company has adopted two Employees' Stock
Option Schemes:

i. Chemfab Alkalis Employees' Stock Option Scheme

- 2015 ("CAESOS -2015") and

ii. Chemfab Alkalis Employees' Stock Option Scheme

- 2020 ("CAESOS -2020").

Your Company has received a certificate from the
Secretarial Auditors of the Company that ESOP
Schemes viz., CAESOS -2015 and CAESOS -2020 has
been implemented in accordance with Regulation
13 of the SEBI (Share Based Employee Benefits)
Regulations, 2014 and the resolution(s) passed by the
Members of the Company

i. Chemfab Alkalis Employees' Stock Option
Scheme 2015

The Shareholders of the Amalgamated entity
Chemfab Alkalis Limited had approved the Employees'
Stock Option Scheme titled "CAESOS - 2015" through
Postal Ballot on March 05, 2016. "CAESOS-2015"
complies with SEBI (Share Based Employee Benefits)
Regulations, 2014. The details as required under the
SEBI regulations is part of the financial statements of
this Annual Report.

During the year under review, there were no ESOPs
granted or equity allotted upon conversion of option
under said Plan.

ii. Chemfab Alkalis Employees' Stock Option
Scheme 2020

At the 11th Annual General Meeting held on 29th July
2020, the Shareholders approved Employee Stock
Option Scheme ('CAESOS -2020') covering 4,00,000
equity shares. There have been no material changes
to the Scheme during the year under review. The
relevant disclosures pursuant to Rule 12 (9) of the
Companies (Share Capital and Debentures) Rules,
2014 and Regulation 14 of SEBI (Share Based Employee
Benefits) Regulations, 2014 is forming part of the
financial statements of this Annual report.

Your Company has received a certificate from the
Secretarial Auditors of the Company that ESOP
Schemes viz., CAESOS -2015 and CAESOS -2020 has
been implemented in accordance with Regulation
13 of the SEBI (Share Based Employee Benefits)
Regulations, 2014 and the resolution(s) passed by the
Members of the Company is given in
Annexure J.

During the Financial Year 2024-2025 the Company
has allotted 1,37,100 equity shares under 'CAESOS
-2020' scheme.

P. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA)
circulars dated April 08, 2020, April 13, 2020, and May
05, 2020, and other circulars issued from time to
time, the Company is providing the facility of remote
e-voting to its members in respect of the business
to be transacted at the AGM. Electronic copies of the
Annual Report 2024-2025 and Notice of the fourteen
(16th) Annual General Meeting are sent to all the
members whose email addresses are registered with
the Company/Depository Participant(s). Further, the
soft copy of the Annual Report (in pdf format) is also
available on our website
https://chemfabalkalis.com/
investors/

Pursuant to Section 108 of the Companies Act,
2013, Rule 20 of the Companies (Management and
Administration) Rules, 2014, and Listing Regulations,
the Company is providing an e-voting facility to all
members to enable them or their nominees to cast
their votes electronically on all resolutions outlined in
the notice. The instructions for e-voting are provided
in the notice.

Q. Statement on Secretarial Standards

The Company is adopting compliances of applicable
secretarial standards and other secretarial standards
to ensure good governance.

R. Human Resources

Employee relations continue to be cordial and
harmonious at all levels and in all the divisions of the

Company. The Board of Directors would like to express
their sincere appreciation to all the employees for
their continued hard work and dedication.

The number of Direct employees as of March 31, 2025,
was 213. The table containing the names and other
particulars of employees in accordance with the
provisions of Section 197(12) of the Companies Act,
2013, read with Rule 5(1) and 5 (2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is appended as
Annexure E to
the Board's Report.

S. Details of application made or proceedings
under IBC 2016 during the year

The Company has not applied any application under
Insolvency and Bankruptcy code,2016.

T. Details of one-time settlement and the
valuation done while taking loan from Banks
and Financial Institutions

The company has not entered into a one-time
settlement with any Banks & Financial Institutions
during the Financial Year 2024-25.

ACKNOWLEDGMENT

The Directors thank the Shareholders, Customers,
Dealers, Suppliers, Bankers, Financial Institutions
and all other business associates for their continued
support to the Company and the confidence
reposed in its Management. The Directors also
thank the Government authorities for their co¬
operation. The Directors wish to record their sincere
appreciation of the significant contribution made
by the CCAL mates at all levels to its successful
operations.

By Order of the Board of Directors
For
Chemfab Alkalis Limited

Sd/-

Suresh Krishnamurthi Rao,

Place: Chennai Chairman

Date: 31st July 2025 DIN: 00127809