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CLEAN SCIENCE & TECHNOLOGY LTD.

09 September 2026 | 03:54

Industry >> Chemicals - Speciality

Select Another Company

ISIN No INE227W01023 BSE Code / NSE Code 543318 / CLEAN Book Value (Rs.) 155.91 Face Value 1.00
Bookclosure 05/09/2026 52Week High 1212 EPS 21.61 P/E 38.21
Market Cap. 8775.88 Cr. 52Week Low 652 P/BV / Div Yield (%) 5.30 / 0.73 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 :2026-03 

The Directors are pleased to present their report on the business and operations of your Company along with the Audited
Financial Statements for the Financial Year ("FY") ended 31st March, 2026.

1. | FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

8,153.35

9,223.16

9,565.47

9,666.44

Other Income

275.04

361.83

325.55

385.87

Total Revenue

8,428.39

9,584.99

9,891.02

10,052.31

Profit Before interest, tax,
depreciation and amortisation

3,800.76

4,352.74

3,876.03

4,262.02

Finance Cost

2.61

2.81

3.54

4.16

Depreciation and amortisation

442.03

444.43

775.79

690.55

Profit before tax (PBT)

3,356.11

3,905.50

3,096.70

3,567.31

Tax

843.94

923.48

800.15

923.26

Net Profit

2,512.17

2,923.02

2,296.55

2,644.05

2. | (A) FINANCIALS

During FY 2025-26, on standalone basis revenue
from operations were ' 8,153.35 million as
against ' 9,223.16 million in 2024-25. The Profit
Before Tax was ' 3,356.11 million as against
' 3905.50 million in 2024-25. The Profit after
tax was ' 2,512.17 million as against ' 2,923.02
million in 2024-25.

During 2025-26, on consolidated basis revenue
from operations were ' 9,565.47 million. The
Profit Before Tax was ' 3,096.70 million and the
Profit after tax was ' 2,296.55 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed
in the Management Discussion and Analysis
which forms part of this Annual Report.

(C) HIGHLIGHTS OF PERFORMANCE OF
SUBSIDIARY/ASSOCIATE/JOINTVENTURE
COMPANIES

The Shareholders are requested to refer
Annexure II (Form-AOC-1) to get the highlights
of performance of subsidiaries and their
contribution to the overall performance of the
Company during the year under review.

3. | DIVIDEND

The Board of Directors, at its meeting held on 31st
January, 2026, declared an interim dividend of
' 2/- (200%) per equity share of ' 1/- each for
FY 2025-26. The said interim dividend was paid
to those members whose names appeared in the
Register of Members as on 6th February, 2026, being
the record date fixed for the purpose. The total cash
outflow on account of the interim dividend amounted
to ' 212.55 Million.

Further, the Board of Directors, at its meeting held on
14th May, 2026, has recommended a final dividend of
' 4/- (400%) per equity share of ' 1/- each for
FY 2025-26, subject to the approval of the members
at the ensuing Annual General Meeting ("AGM").
The final dividend, if approved, shall be paid after
deduction of tax at source, as applicable.

The Company has complied with its Dividend
Distribution Policy in respect of the declaration and
payment/recommendation of dividend during the
year under review.

Your Company is in compliance with the Company's
Dividend Distribution Policy.

The Dividend Distribution Policy in accordance with
Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations 2015") is attached to this report
as
Annexure I and is also available on the Company's
website on web link https://cleanscience.co.in/wp-
content/uploads/2023/02/Dividend-Distribution-
Policy.pdf

4. | CAPITAL STRUCTURE

The Authorised Share Capital of the Company as at
31st March, 2026 stood at
' 150 million comprising

150.000. 000 Equity Shares of ' 1/- each.

During the year under review, the Company allotted
10,040 Equity Shares of
' 1/- each to eligible
employees pursuant to the Clean Science and
Technology Limited Employee Stock Option Scheme,
2021. Consequently, the Issued, Subscribed and Paid-
up Equity Share Capital of the Company increased
from
' 106.27 million comprising 10,62,67,259 Equity
Shares of
' 1/- each to ' 106.28 million comprising
10,62,77,299 Equity Shares of
' 1/- each.

Further, pursuant to Regulation 29 of the SEBI
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, members of the Promoter and
Promoter Group, during August 2025, offloaded

2.55.00. 480 Equity Shares aggregating to 24% of
the paid-up equity share capital of the Company
through the open market mechanism. The requisite
compliances and disclosures in this regard were duly
complied with.

Further, during November 2025, pursuant to
Regulation 29 of the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011, an inter-se
transfer of 1,78,49,476 Equity Shares was undertaken
amongst the members of the Promoter and Promoter
Group of the Company. All applicable disclosures
and compliances under the SEBI Regulations and the
Companies Act, 2013 were duly complied with from
time to time.

During the year under review, the Company did not
undertake any rights issue, bonus issue, preferential
allotment or any other form of capital issuance.
Further, the Company has not issued any shares with
differential voting rights or sweat equity shares.

5. | EMPLOYEE STOCK OPTION SCHEME 2021

The Company recognises that its employees are
integral to its sustained growth and success and
regards them as one of its key stakeholders. In

order to recognise and reward employees for their
performance and to encourage their continued
contribution towards the growth and profitability of
the Company, the Company has implemented the
Clean Science and Technology Limited Employee
Stock Option Scheme 2021 (CSTL ESOS 2021).

Pursuant to Regulation 14 read with Part F of Schedule
I of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, the details of the
CSTL ESOS 2021 are provided in
Annexure VII forming
part of this Report.

A certificate from the Secretarial Auditors
confirming that the Scheme has been implemented
in accordance with the applicable provisions of the
SEBI Regulations will be placed before the ensuing
Annual General Meeting and shall be available for
inspection by the Members. The certificate will also
be available for inspection at the Registered Office of
the Company.

6. | SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries
at the end of FY namely Clean Fino-Chem Limited,
Clean Science Private Limited, Clean Organics Private
Limited and Clean Aromatics Private Limited.

Investment in Clean Fino-Chem Limited

During the year, the Company made additional equity
investment of
' 2030 million in Clean Fino-Chem
Limited (CFCL) to fund its capex plans.

Changes in Management of CFCL:

Mr. Pradeep Mehendale was appointed as an
Additional Director - factory occupier of the CFCL on
16th July, 2025

Mr. Parth Maheshwari, resigned as Director of the
Company to pursue his personal interest with effect
from 1st January, 2026.

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Audit Report of
Clean Fino-Chem Limited forms part of this Annual
Report as Annexure X.

7. | RESERVES

The Directors do not propose to transfer any amount
to the Free Reserves.

8. | DEPOSITS

During the year under review, your Company has
not accepted any deposits from the public pursuant
to Section 73 and Section 76 of the Companies
Act, 2013 read with The Companies (Acceptance of
Deposits) Rules 2014.

9. | DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013, the Directors of the Company, to the best of
their knowledge and belief state that:

i) i n the preparation of the annual accounts for
the FY ended 31st March, 2026, the applicable
accounting standards have been followed
with proper explanation relating to material
departures;

ii) they 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 31st March, 2026
and of the profit and loss of the Company for the
year ended on that date;

iii) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

iv) t hey have prepared the annual accounts on a
going concern basis;

v) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively for the FY ended 31st March
2026;

vi) the Directors, had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate
and operating effectively for the FY ended 31st
March 2026.

10. |CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations, 2015,
a separate section titled 'Report on Corporate
Governance' and Shareholders' Information has been
included in this Annual Report.

A Certificate from Secretarial Auditor of the Company
regarding compliance with the conditions of
Corporate Governance as stipulated under Schedule
V of SEBI Listing Regulation 2015 is annexed to the
Report on Corporate Governance.

11. | MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report
containing details relating to Industry Trends,
Company Performance, Business and Operations
forms part of this Annual Report.

12. | BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT

In terms of Regulation 34(2) of the SEBI Listing
Regulations, 2015, a Business Responsibility and
Sustainability Report (BRSR) for the FY 2025-26
forms part of this Annual Report.

13. | INSURANCE

The properties, insurable assets of the Company
such as buildings, plants, machineries and stocks
among others are adequately insured.

14. | CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in
the nature of Company's business.

15. | MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Apart from additional equity investment of ' 500
million in Clean Fino-Chem Limited on 8th April 2026,
there were no material changes and commitments,
occurred from the end of the FY till the date of this
report, which may materially affect the financial
position of the Company.

16. | CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy,
technology absorption and other details stipulated
under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of The Companies (Accounts) Rules,
2014, is attached to this report as
Annexure III.

17. | SAFETY, HEALTH AND ENVIRONMENT

Your Company has in place Responsible Care Policy
and is committed to excellence and continued
improvements in Environment, Health, Safety and
Security (EHSS) performance at all manufacturing
units.

Safety

The Company encourages a high level of Safety,
awareness amongst the employees and strive for
continual improvement. Employees are trained in
safe practices to be followed at the workplace.
Following steps were taken by the Company for Safe
work environment:

• As a new initiative Behaviour Based Safety
(BBS) training had been imparted to almost all
employees at the manufacturing locations.

• The manufacturing units were equipped with
self-contained breathing apparatus (SCBA), gas
leak detectors, foam and water sprinkler system
and other protective devices.

• Review meetings conducted monthly by the
safety department for the root-cause-analysis
(RCA) of incidents occurred and to design
corrective-and-preventive-actions (CAPA).

• Hazardous chemicals like Phenol, DCC were
handled in closed loop and wearing PPE's like
pressure suit, hand gloves.

• Strict compliance with all legal and statutory
requirement. PESO guidelines is followed
for flammable solvents, Gas cylinder rule for
handling and storage of gas cylinders and NDPS
Act (Acetic anhydride) etc.

• Certifications awarded such as ISO 9001, ISO
14001, ISO45001, US FDA (Bioterrorism), FSSC
22000 EU Reach, Responsible Care.

• The Company follow OSHA PSM element to
maintain EHS system.

• Risk assessment carried out for all activities by
various techniques like PSI, HAZOP HIRA, QRA,
PSSR, LOPA, JSA and Engineering controls are
implemented to mitigate risk

• Protective gears provided to all employees
for safe material handling. Plant level training
and development programmes are organised
regularly.

• Training and awareness session are organised
by in-house as well as from external expertise.

• Promotional activities are carried out at site like
National Safety Week, Road Safety Week, Fire
service week, World Environment day.

• Annual Day Celebration includes safety plays,
skits to create awareness amongst employees.

During the year Company conducted 18,112 hours of
training in following departments: -

a) Safety & Environment: 1,304

b) Production: 11,874

c) Engineers and Project Engineers: 3,456

d) QC R&D: 819

e) Admin, Purchase, Store, IT: 658
Health

The health and well-being of employees remains a
foremost priority for the Company. All new employees
at the manufacturing facilities undergo pre¬
employment medical examinations and induction
training programmes. In addition, periodic health
check-ups of employees are conducted by qualified
medical professionals.

The Company regularly monitors work areas to assess
chemical concentration levels, noise levels and
ambient air quality in accordance with the National
Ambient Air Quality Standards. The manufacturing
units are equipped with Occupational Health Centres
staffed with qualified doctors and nursing personnel,
along with ambulance facilities to provide immediate
medical assistance to employees. The Company has
also entered into arrangements with nearby hospitals
for specialised medical support, whenever required.

Further, the Company has trained employees in
first-aid practices to provide emergency medical
assistance during duty hours. Employees are
also covered under adequate health and accident
insurance policies.

Environment

Environmental protection remains one of the highest
priorities of the Company. The Company is committed
to conducting its operations in an environmentally
responsible and sustainable manner and ensures
that its facilities are equipped with adequate effluent
treatment systems to minimise environmental
contamination and pollution.

The Company actively promotes and encourages
the "3R" principles — Reduce, Recycle and Reuse
— across all levels of the organisation as part of its
sustainability initiatives.

Detailed disclosures relating to environmental
protection and sustainability initiatives are provided
in the Business Responsibility and Sustainability
Report, forming part of the Board's Report as an
Annexure thereto.

Significant Achievements in Sustainability:

The Company remains committed to minimising
the environmental impact of its operations by
reducing the discharge of wastewater, emissions and
hazardous substances into the environment. During
the year under review, the Company implemented
various sustainability initiatives aimed at improving
environmental performance and promoting
sustainable operations.

Reduction in Fresh Water Consumption:

The Company has established a robust rainwater
harvesting system for collection, filtration and
recycling of rainwater for internal consumption.
Further, the Company continues to undertake
initiatives to optimise process heat utilisation,
thereby minimising water evaporation losses and
reducing overall water consumption.

Responsible Care Certification:

The Company has received Responsible Care
Certification from the Indian Chemical Council for
a period of three years, (2025-2027) reaffirming its
commitment towards sustainable and responsible
chemical manufacturing practices.

Tree Plantation Initiative:

As part of its Corporate Social Responsibility ("CSR")
initiatives, the Company planted more than 18,000
trees over an area admeasuring approximately 10
hectares situated at Village Girim, Taluka Daund,
District Pune, on land belonging to the Forest
Department

18. | CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All transactions entered into with related parties
during the financial year were in ordinary course
of business and at arm's length basis, which were
approved by the Audit Committee. In compliance
with Regulation 23(2) of the SEBI Listing Regulations,
2015, the Audit Committee of the Company approved

the Related Party Transaction entered into by the
Subsidiary Company(ies).

The Board has approved a policy for related party
transactions which is available on the Company's
website at https://cleanscience.co.in/wp-content/
uploads/2025/04/Policy-on-Related-Party-
Transactions-Amended-30012025.pdf

The particulars of contracts or arrangements made
with related parties is covered in Notes to the
Financial Statements. There are no material contracts
/ arrangements made with related parties as required
under Section 134(3)(h) of the Companies Act,
2013 as given in
Form AOC-2 which is attached as
Annexure IV to this report. None of the transactions
with any of the related parties were in conflict with
the interest of the Company.

The particulars of loans/advances/investments
etc., required to be disclosed pursuant to Para A of
Schedule V of the SEBI Listing Regulations, 2015, are
furnished as a part of the Financial Statements.

The transaction(s) of the Company with any person
or entity belonging to the promoter / promoter
group which hold(s) more than 10% shareholding
in the Company as required pursuant to Para A of
Schedule V of the SEBI Listing Regulations, 2015 is
disclosed separately in the Financial Statements of
the Company.

19. | BOARD AND ITS COMMITTEES

During the FY 2025-26, 4 (Four) Board Meetings were
held. For the details of composition and meetings
of the Board and its Committees, please refer the
Corporate Governance Report forming part of this
annual report.

The committees of Board has been reconstituted on
31st January, 2026 consequent to changes in Board
members.

20. | CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") activities
of the Company are governed by the Corporate Social
Responsibility Policy approved by the Board of
Directors. The Company firmly believes that CSR and
sustainability are intrinsically linked and endeavors
to contribute meaningfully towards building a better
and more sustainable future. Through its CSR
initiatives, the Company continuously strives to
support the social and economic development of the
communities in which it operates.

The Company recognises its social responsibility
and remains committed to creating long-term
value for society by undertaking initiatives aimed at
sustainable development and community welfare for
future generations.

During the year under review, the Company spent
'76.44 million towards CSR activities. The Company
undertook CSR initiatives in the following areas:

a) Promoting Education;

b) Promoting Healthcare including Preventive
Healthcare;

c) Ensuring environmental sustainability;

d) Livelihood enhancement Projects;

e) promotion and development of traditional arts
and handicrafts;

f) Promotions of Sports Activities;

g) Skill Development;

h) Eradicating hunger, poverty and Malnutrition.

In terms of Section 135 read with Schedule VII of the
Companies Act, 2013, and Rules made thereunder the
details of CSR activities undertaken by the Company
are attached to this report as
Annexure V. The CSR
Policy of the Company is in terms of Companies
(Corporate Social Responsibility) Rules, 2014 and
is available on the Company's website at https://
cleanscience.co.in/wp-content/uploads/2023/02/
Corporate-Social-Responsibility-Policy.pdf

21. | NOMINATION AND REMUNERATION POLICY

Your Company has framed a Nomination and
Remuneration Policy to formulate the criteria for
determining qualifications, competencies, positive
attributes and independence for appointment of a
director (executive/ nonexecutive/ independent),
Senior Management and other employees. The
Nomination and Remuneration Policy is placed on
the website of the Company https://cleanscience.
co.in/wp-content/uploads/2024/06/NRC_Policy_
updated_06_2024.pdf

22. | RISK MANAGEMENT AND INTERNAL FINANCIALCONTROLSRisk Management

The Company has established a comprehensive Risk
Management framework and policy, which adopts an

integrated approach to safeguard the organisation
against strategic, operational, financial, legal and
compliance risks through timely identification and
appropriate mitigation measures. The framework
operates across various levels of the enterprise and
is designed to identify potential risks, assess their
impact and implement suitable mitigation strategies
to address such risks effectively.

The Company maintains a Risk Register based on
probability and impact analysis. Identified risks are
categorised as high, medium or low based on their
potential impact on the organisation. These risks are
periodically reviewed through detailed discussions
with the Senior Leadership Team, Management and
the Risk Management Committee. The Risk Register
is placed before the Risk Management Committee at
regular intervals, along with updates on actions taken
for risk mitigation and control.

In accordance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Risk
Management Committee has been constituted. The
Committee is responsible for formulating a detailed
risk management policy, identifying, monitoring and
mitigating risks, overseeing the implementation
of the risk management framework, and reviewing
the adequacy of risk management and internal
control systems. The Committee also ensures that
appropriate methodologies, processes and systems
are in place, reviews risks in light of evolving industry
dynamics and ensures that the Board is kept informed
of its discussions, recommendations and actions on
a regular basis.

The Risk Management Committee is chaired by a
Non-Executive Director, and the Chairman of the
Audit Committee is also a member of the Committee.
The Chairman of the Committee briefs the Board of
Directors on the significant matters discussed and
decisions taken at the Risk Management Committee
meetings.

The Risk Management Policy of the Company is
available on the Company's website at https://
cleanscience.co.in/wp-content/uploads/2023/02/
Risk-Management-Policy.pdf

Internal Financial Controls

The Company has in place adequate internal financial
controls over financial reporting. It has laid down
certain guidelines, policies, processes and structures
which are commensurate with the nature, size,

complexity of operations and business processes
followed by the Company.

The Audit Committee deliberates with the members
of the Management, considers the systems as laid
down and met the internal auditors and statutory
auditors to ascertain their views on the internal
financial control systems. The Audit Committee
satisfies itself as to the adequacy and effectiveness
of the internal financial control systems.

Internal financial controls and their adequacy
are included in the Management Discussion and
Analysis, forming part of this report.

23. | SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

No significant material orders were passed by the
Regulators/ Court which would impact the going
concern status of the Company and its future
operations.

24. | AUDITORS AND AUDITORS REPORTa) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, and rules made thereunder,
M/s. Price Waterhouse Chartered Accountants
LLP (Firm Registration No. 012754N/ N500016)
were appointed as the Statutory Auditors of
the Company for a period of 5 (five) years as
approved at the 21st Annual General Meeting
(AGM) held on 5th September, 2024 and will
complete their 5 years tenure on the conclusion
of the 26th Annual General Meeting.

With reference to the comments made by the
auditors in paragraph 15(b) of the "Other Legal
and Regulatory Requirements" section of the
audit report, the Board submits that, in respect
certain books of accounts, the Company had
implemented software configured to take daily
backups. However, software did not maintain
evidences/logs of such backups. Further,
necessary modifications have since been
implemented, and backup evidences/logs are
available from 7th May, 2025 onwards.

With respects to auditors' comments on point
15 (h)(vi) maintenance of audit log at database
level in accounting software, the Board submits

that enabling audit logs at the database level
requires significant server storage capacity,
which adversely impacts system performance
and normal business operations. Further, the
non-availability of pre-modified values in the
accounting software and audit logs in Excel
(mentioned as certain software) are due subject
to the inherent technical limitations of such
software.

The Companies (Amendment) Act, 2017, has
amended Section 139(1) of the Companies Act,
2013, effective from 7th May, 2018, whereby first
proviso to Section 139(1) has been omitted
which provided for ratification of appointment
of Auditors by members at every Annual
General Meeting. Accordingly, no resolution is
being proposed for ratification of appointment
of Statutory Auditors at the ensuing Annual
General Meeting. Pursuant to Section 139 of the
Companies Act, 2013 and Rules made thereunder,
the Statutory Auditors have confirmed they are
eligible to continue as Auditors. The notes to the
Audited Financial Statements referred to in the
Auditor's Report are self-explanatory and hence
do not call for any further comments.

The statutory auditor's report does not contain
any qualifications, reservations, or adverse
remarks or disclaimer and the Auditor's Report
is unmodified.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, The Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and SEBI
Listing Regulations, 2015, as amended, as
recommended by Board , Shareholders of the
Company on 22nd Annual General Meeting held
on 11th September, 2025 have appointed M/s J.
B. Bhave & Co., Practising Company Secretary,
Pune (Certificate of Practice Number 3068) to
undertake the Secretarial Audit of the Company
for period of 5 years i.e. upto Financial Year
ended 31st March, 2030.

The Secretarial Audit Report for FY 31st March,
2026 is annexed herewith and forms part of this
report as Annexure VI.

The report does not contain any qualification,
reservation or adverse remark.

c) Cost Auditors

I n terms of Section 148 of the Companies Act,
2013 read with the Companies (Cost Record and
Audit) Rules, 2014, the Company to maintain
cost accounting records and have them audited
every year.

The Board has on the recommendation of the
Audit Committee re-appointed M/s Dhananjay
V. Joshi & Associates, Cost Accountants, (Firm
Registration No. 000030) as the Cost Auditors
of the Company for conducting the cost audit
for the FY 2025-26 and they have been re¬
appointed as Cost Auditors of the Company for
the FY 2026-27.

The remuneration payable to the Cost Auditors
is required to be placed before the members
in a General Meeting for their ratification.
Accordingly, resolution seeking members
ratification for the remuneration payable to
M/s Dhananjay V. Joshi & Associates as a Cost
Auditors for FY 2026-27 is included in the Notice
convening Annual General Meeting.

M/s Dhananjay V. Joshi & Associates had
confirmed that, their appointment is within the
limits of Section 141(3)(g) of the Companies
Act, 2013 and Rules made thereunder and
had certified that they are free from any
disqualifications specified under Section
141(3) and other applicable provisions of the
Companies Act, 2013.

Further, the Board hereby confirms that, the
maintenance of cost records specified by the
Central Government as per Section 148(1) of the
Companies Act, 2013 and rules made thereunder
has been made and maintained.

d) Internal Auditors

I n accordance with the provisions of Section
138 of the Companies Act, 2013, M/s. CNK
JBMS & Associates, Chartered Accountants,
conducted Internal Audit of the Company
for the FY 2025-26. Further, pursuant to the
recommendation of Audit Committee, the
Board of Directors at their meeting held on
14th May, 2026 had re-appointed M/s CNK
JBMS & Associates, Chartered Accountants, as
the Internal Auditor of the Company to conduct
Internal Audit for FY 2026-27.

25. | REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances
of fraud, which required the Statutory Auditors,
Cost Auditors and Secretarial Auditors to report to
the Audit Committee and / or Board under Section
143(12) of Act and Rules framed thereunder.

26. | PARTICULARS OF LOANS, GUARANTEES,INVESTMENTS AND SECURITIES

During the year under review, the Company has
made investments, the details of which are given
under Note No. 7 and 11 of the Notes to Standalone
Financial Statements of the Company for the year
ended 31st March 2026.

27. | DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies
Act, 2013 and the Articles of Association of the
Company Mr. Krishnakumar Ramnarayan Boob (DIN-
00410672) Whole Time Director of the Company
is liable to retire by rotation in the ensuing Annual
General Meeting and being eligible offer himself for
re-appointment.

During the year, the Shareholders approved the
appointment of Mr. Raj Kamal (DIN- 01083088) and
Ms. Pallavi Pratap Gokhale (DIN-00036369) as an
Independent Directors with effect from 6thNovember,
2025 through postal ballot which was concluded on
16th December, 2025.

Mr. Parth Ashok Maheshwari has tendered his
resignation from the post of Whole Time Director with
effect from 31st December, 2025.

Prof. Ganapati Dadasaheb Yadav, has completed
his term as a Non-Executive - Independent Director
and consequently, ceased to be a Non-Executive -
Independ ent Director with effect from 5th February,
2026.

Ms. Madhu Dubhashi, has completed her term
as a Non-Executive - Independent Director and
consequently, ceased to be a Non-Executive -
Independent Director with effect from 19th February,
2026.

28. | ANNUAL EVALUATION OF BOARD OF DIRECTORS,ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of performance of the Board, its
Committees and the Individual Directors was carried

out for FY 2025-26. The evaluation was carried out
using individual questionnaires covering, amongst
others, contribution to areas impacting company's
performance, participation in Board and Committee
meetings. In addition to the above, the Executive
Directors were evaluated based on annual targets,
financial and operational controls, risk management,
strategies, expansion, maintaining corporate culture,
integrity and ethics, succession planning, core
governance and compliance management.

The performance of the respective Committees was
evaluated by the Board after seeking inputs from
the Committee members on the basis of criteria
such as composition of committee, timely inputs,
open communications, meaningful participation and
resolution of issues.

The performance of the Board was evaluated after
seeking inputs from the members on proper mix of
competencies of the Board, timeliness and adequacy
of information availability to take decisions, plan of
actions, reporting systems, governance practices,
potential conflict of interest etc.

The Board and the Nomination and Remuneration
Committee reviewed the performance of the
individual Directors including Independent Directors,
on the basis of criteria such as contribution of the
individual Director to the Board and Committee
meetings and preparedness on the issues to be
discussed, meaningful and constructive contribution
and inputs in meetings, etc. In addition, the Chairman
was also evaluated on the key aspects of his role.

The Board is of the opinion that during the year all
Directors including the Independent Directors of the
Company possess requisite qualifications, integrity,
expertise and experience (including proficiency) in
their respective fields.

29. | FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The members of the Board are familiarised with the
activities of the Company. The Directors are provided
with documents to enable them to have better
understanding of the Company, its various operations
and the industry in which it operates.

Independent Directors are made aware of their roles
and responsibilities at the time of appointment
through formal letter of appointment. Directors
interact with the management, senior leadership

team of the Company which enables them to
understand the Company's strategy, business
updates and its model, group structure, operations,
update on research and development, product
offerings, markets, organisation structure, finance,
human resources, technology, quality, facilities,
risk management strategy, regulatory updates and
governance policies. Factory visit are organised for
the Directors to enable them to familiarise them with
the manufacturing facilities and the processes.

The details of familiarisation programme imparted
to the Independent Directors are placed on website
of the Company and web link thereto is https://
cleanscience.co.in/wp-content/uploads/2026/04/
Familiarisation-programme-FY-25-26.pdf

30. |DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the
Companies Act, 2013, the Independent Directors
have submitted declarations that they meet the
criteria of independence as provided under Section
149(6) of the Companies Act, 2013 along with
Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations, 2015. There was no
change in the circumstances affecting their status of
Independent Directors of the Company.

The Board of Directors is of the opinion that the
Independent Directors of the Company holds
highest standards of integrity and possess requisite
expertise and experience required to fulfil their duties
as Independent Directors. The Independent Directors
have confirmed that, they have registered themselves
with Independent Directors database of The Indian
Institute of Corporate Affairs (IICA) and have cleared
online proficiency test as applicable.

31. | VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism as a
part of Whistle Blower Policy required under Section
177(9) of the Companies Act, 2013 and the SEBI
Listing Regulations, 2015. The policy provides a
mechanism for its Directors, Employees and other
stakeholders of the Company to report concerns
about unethical behaviour, actual or suspected fraud,
actual violation of Company's Code of Conduct.

It also provides for adequate safeguards against
victimisation of persons who avails this mechanism
and allows direct access to the Chairman of Audit

Committee in exceptional cases. A quarterly report
on the whistle blower complaints received is placed
before the Audit Committee for its review. The said
policy has been posted on website of the Company
and web link thereto https://cleanscience.co.in/wp-
content/uploads/2023/02/Whistle-Blower-Policy
.
pdf

32. |ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on 31st March,
2026 is available on the Company's website
https://cleanscience.co.in/investors/compliance/
corporate-governance/annual-returns/

33. |EMPLOYEES

The information 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 is provided in
Annexure VIII and IX of the Board's Report.

34. | DISCLOSURE UNDER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention
of Sexual Harassment at workplace. This policy is in
line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees, whether
permanent, contractual, temporary and trainees are
covered under this Policy.

The Company has duly constituted internal complaint
committee as required under the provisions Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year
under review, no complaints were received by the
Committee. The Company is committed to provide
safe and conducive work environment to all its
employees and associates.

To ensure all the employees are sensitised regarding
issues of sexual harassment, the Company conducts
regular training and awareness programmes for its
employees.

Details are as below:

No. of complaints received in the
year

Nil

No. of Complaints disposed of in the
year;

Nil

Cases pending for more than 90
days;

Nil

Nature of action by employer or

Not

District Officer, if any

Applicable

35. | HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that its employees
are the key drivers of sustainable growth and the
development of competitive advantage. The Human
Resources policies and practices of the Company
are focused on nurturing talent and building strong
human capital.

The Company places equal emphasis on not only
right hiring but also effective onboarding of new
employees. Fresh talent is recruited through campus
placements from both local institutions and premier
educational institutes. New employees are provided
with structured induction programmes to help them
adapt to the work environment and are supported
through training across technical, functional,
leadership development and culture-building
domains.

With a focus on developing internal leadership, the
Company has instituted High Potential programmes
to identify and groom talent for future leadership
roles. The Company also provides accelerated
career progression opportunities for high-potential
employees across various functions. In addition,
employees are encouraged to enhance their skills
through internal job rotations and cross-functional
exposure.

As an equal opportunity employer, the Company
is committed to fostering diversity and inclusion.
Women employees are provided with an enabling
environment for professional growth, and the
Company actively promotes women in leadership
positions across the organisation.

Employee well-being and engagement remain a
priority. The Company undertakes various employee
welfare initiatives, including annual health check¬
ups, celebration of festivals and employee birthdays,
annual cultural programmes, sports activities such

as cricket tournaments, and observance of occasions
such as Dussehra, Christmas and Women's Day. The
Company also recognises employee contributions
through felicitation of children of employees who
achieve academic excellence, awards for whistle¬
blower employees, and special gifts on the occasion
of employees' marriages.

The Company maintains transparent processes for
performance management, recognition and talent
retention. As on 31st March 2026, the Company
had 395 employees. Employee relations across
all locations remained cordial throughout the
year. The Board of Directors places on record its
sincere appreciation for the dedicated efforts and
contribution of all employees of the Company.

36. | APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE

During the year under review, no application was made
or any proceeding was pending under Insolvency and
Bankruptcy code.

37. | DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
VALUATIONS

During the year under review, no one-time settlement
was done accordingly the question of difference
between amount of valuation done at the time of
one-time settlement and valuation done while taking
loans from Banks or financial Institutions did not
arise.

38. | COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has
complied with applicable Secretarial Standards.

39. | TRANSFER OF AMOUNTS TO INVESTOREDUCATION AND PROTECTION FUND

The Company was not required to transfer any
amounts to Investor Education and Protection Fund
(IEPF).

40. | ACKNOWLEDGEMENTS

Your Directors wish to place on record their
profound appreciation and gratitude to the Central
and State Governments, regulatory authorities, and
various statutory and administrative bodies for
their continued support, guidance, and cooperation
extended to the Company.

The Board also conveys its sincere appreciation
to the management team and employees across
all levels of the organisation for their unwavering
commitment, dedication, and exemplary efforts.
Their professionalism, resilience, and collective
contribution have been instrumental in driving the
Company's performance and enabling it to achieve
its strategic objectives during the year.

Your Directors further express their heartfelt gratitude
to the Company's bankers, financial institutions,
lenders, customers, suppliers, shareholders,
advisors, rating agencies, stock exchanges, and other
stakeholders for their continued trust, confidence,
and support. The Board deeply values the strong
relationships built over the years and looks forward to
their continued partnership in the Company's journey
towards sustainable growth and value creation.

For and on behalf of the Board of Directors
For
Clean Science and Technology Limited

Siddhartha A. Sikchi Krishnakumar R Boob

Place: Pune Managing Director Whole-time Director

Date: 14th May, 2026 (DIN: 02351154) (DIN: 00410672)