Chemcrux Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

1. FINANCIALS:

[Rupees in Lakhs except EPS1

PARTICULARS	2024-25	2023-24	2024-25	2023-24
	STANDALONE		CONSOLIDATED
Revenue from Operations	7025.39	7846.53	7,000.99	7846.53
Other Income	152.96	133.54	148.74	133.54
Total Revenue	7178.35	7980.07	7149.73	7980.07
Less: Expenses before Interest and Depreciation	-6118.64	-6525.15	-6078.08	-6525.15
Less: (a) Interest	-163.84	-83.24	-174.55	-83.24
(b) Depreciation	-313.06	-228.52	-320.56	-228.52
Share in Profit or Loss of Joint Venture (before tax)	-	-	-0.5	-
Profit Before Tax	582.81	1143.15	576.04	1143.15
Less: Tax Expenses
Current Tax	-75	-285	-75	-285
Deferred Tax	-90.06	-11.89	-110.85	-11.89
Prior year''s Income Tax Adjustment	1.11	-1.83	1.11	-1.83
Profit after Tax	418.86	844.43	391.31	844.43
Other comprehensive income
i. Items that will not be reclassified to profit or loss: Defined Benefit Plan	26.18	-45.09	26.18	-45.09
ii. Income tax relating to items that will not be re-classified to profit or loss	-6.59	11.35	-6.59	11.35
iii. Items that will be reclassified to profit or loss -Fair Value Gain on Investments	126.92	133.65	126.92	133.65
iv. Income tax relating to items that will be reclassified to profit or loss	-31.95	-33.64	-31.95	-33.64
Total other comprehensive income, net of tax	114.57	66.27	114.57	66.27
Total comprehensive income for the year	533.42	910.70	505.87	910.70
Earnings per Share	2.83	5.70	2.64	5.70

2. KEY FINANCIAL RATIOS :

Ratio	Numerator	Denominator	Mar-25	Mar-24	% Variance	Reason for variance
(a) Current ratio	Total Current Assets	Total Current Liabilities	3.18	3.85	-17.37%	Decrease in ratio is due to decrease in Current assets and increase in current liabilities
(b) Debt-equity ratio	Short Term Borrowing Long Term Borrowing	Total Equity	0.34	0.35	-3.24%	Decrease in ratio is due to decrease in Long T erm Borrowings
(c) Debt service coverage ratio	Profit Before Interest and Tax	Total Debts Service (Interest Finance Lease Payment Principal Repayment)	0.31	0.42	-25.69%	The decrease in the ratio is due to an increase in the borrowing upto capitalisation of work in progress cost and deacrease in profit as compared to last year.

Ratio	Numerator	Denominator	Mar-25	Mar-24	% Variance	Reason for variance
(d) Return on equity ratio	Net Profit after Tax	Total Equity	5.65%	12.18%	-53.64%	Decrease in ratio is due to decrease in net profit
(e) Inventory turnover ratio	Net Sales	Average Inventory	7.78	6.97	11.56%	-
(f) Trade receivables turnover ratio	Net Sales	Average Trade Receivables	5.11	5.46	-6.47%	-
(g) Trade payables turnover ratio	Net Purchases	Average Trade Payable	11.56	7.17	61.24%	The ratio has impoved due to decrease in average trade payable and increase in purchase as compare to last year.
(h) Net Working capital turnover ratio	Net Sales	Working Capital	2.08	2.01	3.88%	-
(i) Net profit ratio	Net Profit	Sales	5.96%	10.76%	-44.60%	Decrease in ratio is due to decrease in net profit
(j) Return on capital employed	Earning Before Interest and Tax	Capital Employed	7.07%	12.27%	-42.36%	Decrease in ratio is due to decrease in net profit
(k) Return on investment	Profit After Tax	Total Assets	3.73%	7.69%	-51.41%	Decrease in ratio is due to decrease in net profit

3. DIVIDEND:

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

4. OPERATIONAL HIGHLIGHTS:

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

Rs. In Lakhs (except EPS)	FY 2022-23	FY 2023-24	FY 2024-25	% Change (1 year)	% Change (2 years)
Revenue	9620.45	7980.07	7178.35	-10.05	-25.38
EBDITA	2250.36	1454.92	1059.71	-27.16	-52.91
Profit before Tax	1964.80	1143.15	582.81	-49.02	-70.34
Net Profit	1435.83	844.43	418.86	-50.40	-70.83
Networth	6640.58	7225.85	7611.19	5.33	14.62
EPS	9.7	5.7	2.83	-50.35	-70.82

RE''

ZENUE (IN LAKH

S) 7178.35 i

N 1435.83

ET PROFIT (IN LAKHS) 844.43 | 418.86 l 1

9620.45

7C

00.

N7

PY 2022-23

PY 2023-24

FY 2024-25

FY 2022-23

FY 2023-24

FY 2024-25

5. SHARE CAPITAL:

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

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

6. TRANSFER TO RESERVE:

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

7. CREDIT FACILITIES:

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

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

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

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

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

10. ORDER OF AUTHORITIES/ COURT/ REGULATORS:

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

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

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

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

(A) Conservation of energy:

Steps taken / impact on conservation of energy:

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

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

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

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

• Changed lightings to LED

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

• The consumption of Diesel is under close supervision

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

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption.

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

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

Improvement in quality and better product mix.

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

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

3. Expenditure incurred on Research and Development:

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

RESEARCH AND DEVELOPMENT EXPENDITURE	Rs. (In Lakhs)
Capital expenditure	Nil
Revenue expenditure	13.85

(C) Foreign exchange earnings and Outgo:

PARTICULARS	Rs. (In Lakhs)
Foreign Exchange earned in terms of actual inflows during the year	1085.17
Foreign Exchange outgo during the year in terms of actual outflows	535.92

(D) Environment:

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

12. RISK MANAGEMENT:

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

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

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

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

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

15. RELATED PARTY TRANSACTIONS:

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

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

16. DIRECTORS & KEY MANAGERIAL PERSONNELS:

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

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

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

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

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

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

> BOARD EVALUATION:

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

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

> REMUNERATION POLICY:

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

> MEETINGS:

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

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

> DECLARATION BY INDEPENDENT DIRECTORS:

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

17. AUDIT COMMITTEE AND VIGIL MECHANISM & WHISTLE BHLOWER:

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

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

19. ANNUAL RETURN

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

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

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

21. DEPOSITS:

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

22. AUDITORS:

> STATUTORY AUDITORS

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

> SECRETARIAL AUDITORS:

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

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

> INTERNAL AUDITORS:

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

23. OBSERVATION OF AUDITORS:

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

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

25. SHARES:

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

under review.

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

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

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

26. CORPORATE GOVERNANCE:

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

27. AWARDS AND RECOGNITIONS:

The Company has following recognitions and/or awards:

• One Star Export House

• AEO - T1 Certificate

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

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

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

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

• Company has also received "COMMITTED" badge from ECOVADIS

28. MANAGEMENT DISCUSSION AND ANALYSIS:

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

29. PARTICULARS OF EMPLOYEES: -

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

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

Name of Directors	Designation	Ratio to median remuneration (i.e., Rs. 3,57,803)	Remuneration
Mr. Sanjay Marathe	Managing Director	33.54:1	Rs. 1,20,00,000
Mr. Girishkumar Shah	WTD - Executive Chairman	33.54:1	Rs. 1,20,00,000
Mr. Vipul Sanghvi$	WTD - Executive Director	1.01:1	Rs. 3,61,689

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

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

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

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

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

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

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

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

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

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

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

crore or above per annum are as under-

NAME	MR. GIRISHKUMAR SHAH, aged 69 years (DIN: 00469291)	MR. SANJAY MARATHE, aged 68 years (DIN: 01316388)
Designation	Whole Time Director (Executive Chairman)	Managing Director
Date of Appointment	15/04/1996	15/04/1996
Experience	4 decades	4 decades
Nature of Employment, whether contractual / otherwise	Whole Time Director, designated as Executive Chairman for 5 years as per appointment resolution dated 12/09/2023 w.e.f. 01/01/2024	Managing Director for 5 years as per appointment resolution dated 12/09/2023 w.e.f. 01/01/2024
Qualifications	Bachelor of Engineering in Chemical Post-graduate in Industrial Management	Bachelor of Engineering in Chemical (M. Tech) from Indian Institute of Technology (IIT)
No. & % of Equity Shares held in the company (as on 31/03/2025)	5399240 (36.46%)	5399740 (36.46%)
The last employment held by such employee before joining the Company	Self - Employed	Self - Employed
Details of remuneration last drawn (F.Y. 2024-25)	Rs. 1,20,00,000/- as Salary	Rs. 1,20,00,000/- as Salary
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	Husband of Mrs. Sidhdhi Shah (Non-Executive & Non¬ Independent Director)	NA

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

Sr. No.	Name	Designation	Salary (p.a.)	Nature of employment (permanent/ Contractual/ Otherwise)	Qualific ation	Experien ce (in years) as on 31.03.25	Date of joining	Age as on 31.03.25	Last employm ent	% of equity shares held as on 31.03.25	Whether relative of director
1	Mr. Yagnesh Dave*	Head R & D	1800000	Contractual	M.Sc. PhD	27	01.10.2024	53	Atul India Ltd		No
2	Mr. Ramnaresh Yadav	Production Manager	1044000	Permanent	M. Sc.	26	04-03-2024	51	Ipca Laboratori es Limited		No
3	Mrs. Heena Shah	QC Manager	846664	Permanent	B.Pharm	17	01-01-2007	48		0.0007	No
4	Mr. Balasaheb Bapurao ladhav	Executive Commerce	751792	Permanent	B.Com	29	01-03-1995	55			No
5	Mr. Rupesh Tribhuwan*	Head Quality	700000	Permanent	M.Sc	24	01-09-2024	49	SPC Lifescience		No
6	Mrs. Dipika Rajpal	Company Secretary & Compliance Officer	603400	Permanent	CS, LL.B.	5	05-03-2021	29	Anmac Associates	0.0000338	No
7	Mrs. Sunita Borade	Executive Officer	560188	Permanent	B.Com	17	01-11-2007	55	Baroda Citizen Council	0.0000675	No
8	Mr. Ramesh Kambariya	Chief Financial Officer	530400	Permanent	M.Com, CA Inter	6	13-09-2023	33	Kalintis Healthcare Private Limited		No
9	Mr. Sushil Tripathi	Assistant Manager Account	513496	Permanent	Graduate	23	10-01-2011	52	Environ Engineerin g Company	0.0000338	No
10	Mrs. Swati Amrendra Sinha	Executive Officer	497970	Permanent	B.Sc	15	15-06-2009	38			No

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

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

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

Particulars
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	NA
Number of cases pending for more than ninety days	NA

31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

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

32. MAINTENANCE OF COST RECORDS:

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

33. COPORATE GOVERNANCE AND FAIR BUSINESS PRACTICES:

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

34. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

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

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

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

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

37. HUMAN RESOURCES:

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

38. CAUTIONARY STATEMENT:

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

39. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants,
employees and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledge gratefully the shareholders for
their relentless support and confidence reposed on the Company.

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

Sd/-

Place : Vadodara GIRISHKUMAR SHAH

Date : 6^th August 2025 CHAIRMAN

(DIN:00469291)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 28^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March 2024.

1. FINANCIALS:

fRunees in Lakhs except EPS1

PARTICULARS	2023-24	2022-23	2023-24	2022-23
	STANDALONE		CONSOLIDATED
Revenue from Operations	7846.53	9515.24	7846.53	9515.24
Other Income	133.54	105.21	133.54	105.21
Total Revenue	7980.07	9,620.45	7980.07	9,620.45
Less: Expenses before Interest and Depreciation	-6525.15	-7370.10	-6525.15	-7370.10
Less: (a)Interest	-83.24	-81.84	-83.24	-81.84
(b) Depreciation	-228.52	-203.72	-228.52	-203.72
Profit Before Tax	1143.15	1964.80	1143.15	1964.80
Less: Tax Expenses Current Tax	-285	-476.26	-285	-476.26
Deferred Tax	-11.89	-52.87	-11.89	-52.87
Prior year''s Income Tax Adjustment	-1.83	0.15	-1.83	0.15
Profit after Tax Other comprehensive income	844.43	1435.83	844.43	1435.83
i. Items that will not be
reclassified to profit or loss: Defined Benefit Plan	-45.09	11.79	-45.09	11.79
ii. Income tax relating to items
that will not reclassified to profit or loss	11.35	-2.97	11.35	-2.97
iii. Items that will be
reclassified to profit or loss -Fair Value Gain on	133.65	31.76	133.65	31.76
Investments
iv. Income tax relating to
items that will be reclassified to profit or loss	-33.64	-7.99	-33.64	-7.99
Total other comprehensive income, net of tax	66.27	32.59	66.27	32.59
Total comprehensive income for the year	910.70	1468.42	910.70	1468.42
Earnings per Share	5.70	9.70	5.70	9.70

2. KEY FINANCIAL RATIOS :

Ratio	Numerator	Denominator	Mar-24	Mar-23	% Variance	Reason for variance
(a) Current ratio (times)	Total Current Assets	Total Current Liabilities	3.88	3.99	-2.65%	-
(b) Debt-equity ratio (times)	Short Term Borrowing Long Term Borrowing	Total Equity	0.35	0.20	75.00%	The increase in the ratio is due to an increase in long term borrowings.
(c) Debt service coverage ratio (times)	Profit Before Interest and Tax	Total Debts Service (Interest Finance Lease Payment Principal Repayment)	0.42	1.13	-62.47%	The decrease in the ratio is due to an increase in the borrowinng cost.

Ratio	Numerator	Denominator	Mar-24	Mar-23	% Variance	Reason for variance
(d) Return on equity ratio (percentage)	Net Profit after Tax	Total Equity	12.18%	23.72%	-48.64%	Decrease in ratio due to decrease in net profit
(e) Inventory turnover ratio (times)	Net Sales	Average Inventory	6.97	7.42	-5.95%	-
(f) Trade receivables turnover ratio (times)	Net Sales	Average Trade Receivables	5.46	5.89	-7.27%	-
(g) Trade payables turnover ratio (times)	Net Purchases	Average Trade Payable	3.34	4.45	-25.05%	The decrease in the ratio is due to an increase in average trade payable.
(h) Net Working capital turnover ratio (times)	Net Sales	Working Capital	3.75	4.13	-9.14%	-
(i) Net profit ratio (percentage)	Net Profit	Sales	10.76%	15.09%	-28.68%	Decrease in ratio due to decrease in net profit
(j) Return on capital employed (percentage)	Earning Before Interest and Tax	Capital Employed	11.82%	21.57%	-45.18%	Decrease in ratio due to decrease in earning before interest and tax
(k) Return on investment (percentage)	Profit After Tax	Total Assets	7.69%	15.40%	-50.10%	Decrease in ratio due to decrease in net profit

3. DIVIDEND:

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

4. OPERATIONAL HIGHLIGHTS:

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

Rs. In Lakhs (except EPS)	FY 2021-22	FY 2022-23	FY 2023-24	% Change (1 year)	% Change (2 years)
Revenue	9626.89	9620.45	7980.07	-17.05	-17.11
EBDITA	2170.35	2250.36	1454.92	-35.35	-32.96
Profit before Tax	1994.81	1964.80	1143.15	-41.82	-42.69
Net Profit	1485.87	1435.83	844.43	-41.19	-43.17
Networth	5468.34	6640.58	7225.85	8.81	32.14
EPS	10.03	9.7	5.7	-41.24	-43.17

					REVENUE
	9626.09	9620.45
						7980.07
FV 2021-22 FY 2022-23					FY 2023-24

	1485.8"		L435.83	NET PROFIT 844.48 1
FY 2021-22 FY 2022-23 FY 2023-24

5. SHARE CAPITAL:

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10 each. The paid-up share capital of the company is Rs. 14,80,88,400/- divided into 1,48,08,840 equity shares of Rs. 10 each. The Company had raised fund through Public Issue of shares in F/Y 2016-17 and the Equity shares of your Company were listed on SME segment of BSE Limited since March, 2017. Further, equity shares of the Company have Migrated from SME Platform of BSE Limited to Main Board of BSE Limited w.e.f. 05^th May 2022.

6. TRANSFER TO RESERVE:

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

7. CREDIT FACILITIES:

The Company has been optimally utilizing its fund based and non-fund based working capital requirements as tied up with Kotak Mahindra Bank Limited. The Company has taken credit facilities of up to Rs. 32 Cr in nature of Term Loan and Cash credit for expansion. Effective financial measures have been continued to reduce cost of interest and bank charges.

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

There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the FY 2023-24.

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

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

10. ORDER OF AUTHORITIES/ COURT/ REGULATORS:

No order of any government, state, local or statutory authorities were received during the FY 2023-24 which could have affected the workings of the company.

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

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

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

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

Your Company is certified with ISO 50001: 2018 Certification by TUV Rheinland. Your Company is compliant with the Energy Management Systems and aims to improve energy efficiency and consumption thereby resulting in costs reduction and increase in productivity. During the FY 2023-24, Energy consumption was 3336.555 mwh and cost incurred was Rs. 300.27 lakhs.

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not entered into any technology-based ventures during the year under review.

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

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

2. Expenditure incurred on Research and Development:

The Company has R&D facility located at GIDC, Ankleshwar Gujarat.

RESEARCH AND DEVELOPMENT EXPENDITURE	Amt (In Lakhs)
Capital expenditure	427.94
Revenue expenditure	13.14

(C) Foreign exchange earnings and Outgo:

PARTICULARS	Amt (In Lakhs)
Foreign Exchange earned in terms of actual inflows during the year	1437.79
Foreign Exchange outgo during the year in terms of actual outflows	558.79

(D) Environment:

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

12. RISK MANAGEMENT:

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

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are applicable to the Company. In line with same, a Corporate Social Responsibility Committee has been constituted by the Board of directors. As on 31^st March 2024, the Committee composition is as follows: Mr. Sanjay Marathe- Chairman of the CSR Committee, Mrs. Sidhdhi Shah & Mr. Mukund Bakshi - members of the CSR Committee. The Company has in place a Corporate Social Responsibility Policy which indicates the activities to be undertaken by the Company in areas or subjects specified in schedule VII of the Companies Act, 2013. Accordingly, during the FY 2023-24 as approved by the CSR Committee, the amount for CSR expenditure amounting to Rs. 34,51,000/- was spent in areas specified under schedule VII of the Companies Act, 2013. Please refer Annexure V for further details and click on the link https://www.chemcrux.com/investor-info.php under investors info/Corporate Policy link to access the CSR Policy of Company.

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

There Company has granted loan to Kalichem Private Limited and given Corporate Guarantee for Kalichem Private Limited (Joint Venture Company) by complying with section 185 & 186 of the Companies Act, 2013 - a company where directors are interested. The amount of Loan granted during the FY 2023-24 is amounting to Rs. 70 Lakhs and no Corporate Guarantee given during FY 2023-24. However, the Corporate Guarantee amounting to Rs. 750 Lakhs was given in previous year (FY 2022-23). The same was in line with the resolution approved by members at the 25^th AGM held on 24^th August 2021. The details are given in the financial statements. Investments in short term UTI Mutual Fund schemes were made during the year which was within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee as per the omnibus approval of Audit Committee. Further, as there are no material related party transactions during the year and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

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

16. DIRECTORS / KEY MANAGERIAL PERSONNEL:

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

¦ Mrs. Neela Marathe has resigned as Director (Non-Executive Non-Independent) w.e.f. end of business hours of 04^th August 2023.

¦ Mrs. Sidhidhi Shah was appointed an Additional (Non-Executive Non-Independent) Director w.e.f. 04^th August 2023 and at the 27^th AGM held on 12^th September 2023 her appointment was regularised and she was appointed as a Non-Executive (Non-Independent) Director by members and she is liable to retire by rotation.

¦ Mr. Krutarth Parikh resigned from the post of Chief Financial Officer (CFO) of the Company from close of business hours of 13^th September 2023 and Mr. Ramesh Kambariya has been appointed in his place to take over the charge as the Chief Financial Officer of the Company w.e.f. 08^th December 2023.

¦ Mr. Girishkumar Shah has been re-appointed as Whole Time Director of the Company designated as Executive Chairman w.e.f. 01^st January 2024 for a term of 5 years and remuneration to him is payable as per the resolution approved by the members at AGM held on 12^th September 2023.

¦ Mr. Sanjay Marathe has been re-appointed as Managing Director of the Company w.e.f. 01^st January 2024 for a term of 5 years and remuneration to him is payable as per the resolution approved by the members at AGM held on 12^th September 2023.

¦ In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Sanjay Marathe, Managing Director shall retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment has offered his candidature for directorship.

> BOARD EVALUATION:

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

> REMUNERATION POLICY:

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

> MEETINGS:

During the year under review, five Board Meetings and five Audit Committee Meetings were held. The Company has also constituted Nomination and Remuneration Committee, Stakeholders relationship committee and Corporate Social Responsibility Committee as per the provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015. The Committee meetings are held as per the requirement of the applicable laws. The details are given in the Corporate Governance Report which is annexed as Annexure I. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

> DECLARATION OF INDEPENDENT DIRECTORS:

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

17. AUDIT COMMITTEE AND VIGIL MECHANISM & WHISTLE BHLOWER:

The Audit Committee as on 31^st March 2024, has 3 members - Mr. Mukund Bakshi -Independent Director (Chairman), Mr. Shailesh Patel - Independent Director and Mr. Bhanubhai Patel - Independent Director. During the year five Audit Committee Meetings were held. The details of the same are given in Corporate Governance Report. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The revised Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company at https://chemcrux.com/investor-info.php investors info/Corporate Policy.

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

19. ANNUAL RETURN

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

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

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company. A Joint venture Agreement has been entered with Kalintis Healthcare Private Limited & a Joint Venture Company under the name Kalichem Private Limited w.e.f. 22^nd December 2021 has been formed. The details are in form AOC-1 (Annexure IV).

21. DEPOSITS:

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

22. AUDITORS:

> STATUTORY AUDITORS

M/s. R.J. Shah & Associates completed their term of 5 years as Statutory Auditors upon conclusion of 27^th Annual General Meeting of the Company held on 12^th September 2023.

During the year, the Board of Directors at their meeting held on 04^th August 2023, recommended the appointment of M/s. Naresh & Co., Chartered Accountants, Vadodara (FRN: 106928W) as Statutory Auditors from the conclusion of the 27^th AGM till conclusion of 32^nd AGM to be held in the year 2028 (for FY ending 31^st March 2028. Their appointment has been approved by the shareholders at the 27^th AGM. As required under Listing Regulations, the auditors confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The report of the Statutory Auditors of the Company is annexed and is forming part of the Annual Report.

> SECRETARIAL AUDIT:

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

> INTERNAL AUDITORS:

M/s. Naresh & Co., Chartered Accountants, Vadodara were the Internal Auditors till completion of 1^st Quarter of FY 2023-24. Then, the Board has appointed K R & Associates, Chartered Accountants, Vadodara (FRN: 131846W) as the Internal Auditors, to conduct the Internal Audit from the 2^nd quarter onwards for the FY 2023-24. The report of Internal Auditors is reviewed by the Audit Committee.

Based on the work performed by them during FY 2023-24, the Board has re-appointed M/s KR & Associates, Chartered Accountants, Vadodara (FRN: 131846W) from the FY 2024-25 onwards as Internal Auditors for conducting Internal Audit of the Company w.e.f. 01/04/2024 at their meeting held on 06^th May 2024.

23. OBSERVATION OF AUDITORS:

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

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

25. SHARES:

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

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

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

d. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.

26. CORPORATE GOVERNANCE:

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

27. AWARDS AND RECOGNITIONS:

The Company has following recognitions and/or awards:

• One Star Export House

• AEO - T1 Certificate

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

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

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

• Recognized as FT High-Growth Companies Asia-Pacific 2023 & India''s Growth Champions 2023

• Company has recently received "COMMITTED" badge from ECOVADIS

28. MANAGEMENT DISCUSSION AND ANALYSIS:

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

29. PARTICULARS OF EMPLOYEES: -

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

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

Ratio of remuneration of Managing Director - 46.59:1 (Rs. 1,53,60,000: 3,29,700)

Ratio of remuneration of Whole Time Director - 46.59:1 (Rs. 1,53,60,000: 3,29,700)

Other Directors - Not Applicable as they are only paid sitting fees.

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year - During the FY 2023-24, there was 30.61% increase in remuneration of WTD and MD. There is 3.28% of increase in remuneration of CS and for CFO no comparative figures are available as he is appointed w.e.f. 08/12/2023.

c) The percentage increase in the median remuneration of employees in the financial year - Median Remuneration is Rs. 3,29,700 and average increase was 5% during the F.Y. 2023-24.

d) The number of permanent employees on the rolls of the Company as on 31.03.2024 - 98

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average 5% increase in salaries of Employees and 30.61% increase in Managerial Remuneration of Directors during F.Y. 2023-24. The increase in remuneration of managerial personnel is commensurate with the efforts put in by them in leading the Company to greater heights and as per required approvals.

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

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

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

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

ii. The particulars of employees in the Company drawing remuneration aggregating to Rs. Rs. 1.02 crore or above per annum are as under:

NAME	MR. GIRISHKUMAR SHAH, aged 68 years (DIN:004692911	MR. SANJAY MARATHE, aged 67 years (DIN:01316388)
Designation	Whole Time Director (Executive Chairman)	Managing Director
Date of Appointment	15/04/1996	15/04/1996
Experience	4 decades	4 decades
Nature of Employment, whether contractual / otherwise	Whole Time Director, designated as Executive Chairman for 5 years as per appointment resolution dated 12/09/2023 w.e.f. 01/01/2024	Managing Director for 5 years as per appointment resolution dated 12/09/2023 w.e.f. 01/01/2024
Qualifications	Bachelor of Engineering in Chemical Post-graduate in Industrial Management	Bachelor of Engineering in Chemical (M. Tech) from Indian Institute of Technology (IIT)
No. & % of Equity Shares held in the company (as on 31/03/2024)	5399240 (36.46%)	5399740 (36.46%)
The last employment held by such employee before joining the Company	Self - Employed	Self - Employed
Details of remuneration last drawn (FY 2023-24)	Rs. 1,20,00,000/- as Salary Rs. 33,60,000/- as Performance Bonus	Rs. 1,20,00,000/- as Salary Rs. 33,60,000/- as Performance Bonus
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	Husband of Mrs. Sidhdhi Shah (Non-Executive & NonIndependent Director w.e.f 04/08/2023)	Husband of Mrs. Neela Marathe (Non-Executive & NonIndependent Director upto 04/08/2023)

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

Sl No	EMPLOYEE NAME	DESIGNATI ON	Salary (pa)	Nature of employment (permanent/ Contract/ Otherwise)	Qualifica tion	Experien ce (in years) as on 31.03.24	date of joining	Age as on 31.03 .2024	Last employeme nt	% of equity shares held as on 31.03.24	wheth er relativ e of direct or
1	Mr. Vipul Sanghvi	Factory Manager	1740000	Permanent	Mechani cal Engineer	36	17-07-2009	57	Self employed	0.0006687	No
2	Mr. Ramnaresh Yadav*	Production Manager	1044000*	Permanent	M. Sc.	25	04-03-2024	50	Ipca Laboratorie s Limited	-	No
3	Mrs. Heena Shah	QC Manager	799452	Permanent	B.pharm	16	01-01-2007	47	-	-	No
4	Mr. Balasaheb B. ladhav	Executive Commerce	721704	Permanent	B.com	28	01-03-1995	54	-	-	No
5	Mrs. Sunita Borade	Executive Officer	532224	Permanent	B.Com	16	01-11-2007	54	Baroda Citizen Council	0.0000675	No
6	Mr. Ramesh Kambariya*	Chief Financial Officer	515400*	Permanent	M.Com, CA Inter	5	13-09-2023	32	Kalintis Healthcare Private Limited	-	No
7	Mr. Sushil Tripathi	Assistant Manager Account	486192	Permanent	Graduate	22	10-01-2011	51	Environ Engineering Company	0.0000338	No
8	Mr. lignesh Chauhan	Lab Chemist	482832	Permanent	10, ITI -Lab Chemist	16	10-07-2009	35	-	-	No
9	Mrs. Swati Sinha	Executive Officer	472152	Permanent	B.Sc	14	15-06-2009	37	-	-	No
10	Mrs. Dipika Rajpal	Company Secretary & Complianc e Officer	446172	Permanent	CS, LL.B.	4	05-03-2021	28	Anmac Associates	0.0000338	No

* Have joined during the FY 2023-24 but their salaries have been adjusted to reflect full year s remuneration to ensure consistency and give accurate representation.

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

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

31. MAINTENANCE OF COST RECORDS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014. the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is applicable to your Company and your Company has maintained costs records for the FY 2023-24. However, cost audit was not applicable for the FY 2023-24.

32. COPORATE GOVERNANCE AND FAIR BUSINESS PRACTICES:

The extant provisions of corporate governance prescribed under SEBI Listing Regulations were applicable to the Company for the FY 2023-24 and the Company has followed the said provisions and the report on the Corporate Governance is given in Annexure I to this Report. Company''s approach to business is based upon core set of values and ethics. The management of Company is dedicated to ethical, fair and just business practices. In line with this vision, the Board of Directors of the Company have in place the Business Ethics Policy, which is available at the website of company www.chemcrux.com.

33. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

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

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

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

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

36. HUMAN RESOURCES:

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

37. CAUTIONARY STATEMENT:

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

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the Company.

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

Sd/-

Place : Vadodara GIRISHKUMAR SHAH

Date : 30^th July 2024 CHAIRMAN

(DIN:00469291)

---

Mar 31, 2023

Your Directors have pleasure in presenting the 27^th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March 2023.

1. FINANCIALS:

TRunpps in Lakhs pvrpnt EPS1

PARTICULARS	2022-23	2021-22	2022-23	2021-22
	STANDALONE		CONSOLIDATED
Revenue from Operations	9515.24	9527.06	9,515.24	9,527.06
Other Income	105.21	99.83	105.21	99.83
Total Revenue	9,620.45	9626.89	9,620.45	9,626.89
Less: Expenses before Interest and Depreciation	-7370.1	-7456.54	-7370.1	-7456.54
Less: (a) Interest	-81.84	-16.73	-81.84	-16.73
(b) Depreciation	-203.72	-158.81	-203.72	-158.81
Profit Before Tax	1964.79	1994.81	1964.79	1994.81
Less: Tax Expenses Current Tax	-476.26	-491.5	-476.26	-491.5
Deferred Tax	-52.87	-17.85	-52.87	-17.85
Prior year’s Income Tax Adjustment	0.15	0.41	0.15	0.41
Profit after Tax Other comprehensive income	1435.81	1485.87	1435.81	1485.87
i. Items that will not be
reclassified to profit or loss: Defined Benefit Plan	11.79	-0.22	11.79	-0.22
ii. Income tax relating to items
that will not reclassified to profit or loss	-2.97	-0.06	-2.97	-0.06
iii. Items that will be
reclassified to profit or loss -Fair Value Gain on	31.76	7.33	31.76	7.33
Investments
iv. Income tax relating to
items that will be reclassified to profit or loss	-7.99	-1.84	-7.99	-1.84
Total other comprehensive income, net of tax	32.59	5.32	32.59	5.32
Total comprehensive income for the year	1468.40	1491.20	1468.40	1491.20
Earnings per Share	9.70	10.03	9.70	10.03

Note: The Company has first time adopted Indian Accounting Standards (Ind AS) owing to migration to main Board of BSE Limited w.e.f. 05^th May 2022 and the figures mentioned are as per the Financials prepared on the basis of Ind AS.

2. KEY FINANCIAL RATIOS :

Ratio	Numerator	Denominator	Mar-23	Mar-22	% Variance	Reason for variance
(a) Current ratio	Total Current Assets	Total Current Liabilities	3.36	2.10	60.58%	The increase in the ratio is due to an increase in current investments.
(b) Debt-equity ratio	Short Term Borrowing Long Term Borrowing	Total Equity	0.202	0.147	37.83%	The increase in the ratio is due to an increase in long term borrowings.

Ratio	Numerator	Denominator	Mar-23	Mar-22	% Variance	Reason for variance
(c) Debt service coverage ratio	Profit Before Interest and Tax	Total Debts Service (Interest Finance Lease Payment Principal Repayment)	1.13	1.79	-36.96%	The decrease in the ratio is due to an increase in the borrowinng cost.
(d) Return on equity ratio	Net Profit after Tax	Total Equity	0.24	0.31	-23.84%	-
(e) Inventory turnover ratio	Net Sales	Average Inventory	7.42	10.06	-26.28%	The decrease in the ratio is due to an increase in average inventories.
(f) Trade receivables turnover ratio	Net Sales	Average Trade Receivables	5.89	8.59	-31.42%	The decrease in the ratio is due to an increase in average trade receivables.
(g) Trade payables turnover ratio	Net Purchases	Average Trade Payable	4.61	7.62	-39.55%	The decrease in the ratio is due to an increase in average trade payable.
(h) Net Working capital turnover ratio	Net Sales	Working Capital	4.12	5.59	-26.39%	The decrease in the ratio is due to an increase in current assets.
(i) Net profit ratio	Net Profit	Sales	0.15	0.16	-3.25%	-
(j) Return on capital employed	Earning Before Interest and Tax	Capital Employed	0.22	0.26	-18.62%	-
(k) Return on investment	Profit After Tax	Total Assets	0.15	0.18	-17.09%	-

3. DIVIDEND:

Dividend is recommended by your Board taking into consideration the factors like overall profitability, cash flow, capital requirements and other business needs of your company. Your Board of Directors are pleased to recommend a final dividend of Rs. 2/- per equity share (20%) on 1,48,08,840 equity shares of Rs.10/- each subject to approval of shareholders at the forthcoming Annual General Meeting. The Dividend when approved, would result in a total outflow of Rs. 296.18 Lakhs. According to Finance Act, 2020, with effect from April 1, 2020, dividend declared and paid by the Company is taxable in the hands of shareholders and the Company is required to deduct tax at source (TDS) from dividend paid to the shareholders at the applicable rates.

4. OPERATIONAL HIGHLIGHTS:

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

Rs. In Lacs (except EPS)	FY 2020-21	FY 2021-22	FY 2022-23	% Change (1 year)	% Change (3 years)
Revenue	5412.74	9626.89	9620.45	-0.07	77.74
EBDITA	1334.89	2170.35	2250.35	3.69	68.58
Profit before Tax	1199.93	1994.81	1964.79	-1.50	63.74
Net Profit	893.36	1485.87	1435.81	-3.37	60.72
Networth	4075.89	5468.34	6640.56	21.44	62.92
EPS	6.03	10.03	9.7	-3.29	60.86

5. SHARE CAPITAL:

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10 each. The paid-up share capital of the company is Rs. 14,80,88,400/- divided into 1,48,08,840 equity shares of Rs. 10 each. The Company had raised fund through Public Issue of shares in F/Y 2016-17 and the Equity shares of your Company were listed on SME segment of BSE Limited since March, 2017. Further, equity shares of the Company have Migrated from SME Platform of BSE Limited to Main Board of BSE Limited w.e.f. 05^th May 2022.

6. TRANSFER TO RESERVE:

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

7. CREDIT FACILITIES:

The Company has been optimally utilizing its fund based and non-fund based working capital requirements as tied up with Kotak Mahindra Bank Limited. The Company has taken credit facilities totaling to Rs. 32 Cr in nature of Term Loan and Cash credit for expansion. Effective financial measures have been continued to reduce cost of interest and bank charges.

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

There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the FY 2022-23.

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

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

10. ORDER OF AUTHORITIES/ COURT/ REGULATORS:

No order of any government, state, local or statutory authorities were received during the FY 2022-23 which could have affected the workings of the company.

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

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

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

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

Your Company is certified with ISO 50001: 2018 Certification from BSI (British Standards Institution) and ANAB (American National Standards Institution Accreditation Board). Your Company is compliant with the Energy Management Systems and aims to improve energy efficiency and consumption thereby resulting in costs reduction and increase in productivity. During the FY 2022-23, Energy consumption was 2861.052 mwh and cost incurred was Rs. 237.25 lakhs.

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not entered into any technology-based ventures during the year under review.

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

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

2. Expenditure incurred on Research and Development:

The Company has R&D facility located at GIDC, Ankleshwar Gujarat.

	RESEARCH AND DEVELOPMENT EXPENDITURE	Amt (In Lakhs)
	Capital expenditure	427.94
	Revenue expenditure	13.24
(C) Foreign exchange earnings and Outgo:
	PARTICULARS	Amt (In Lakhs)
	Foreign Exchange earned in terms of actual inflows during the year	832.47
	Foreign Exchange outgo during the year in terms of actual outflows	1495.31

(D) Environment:

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

12. RISK MANAGEMENT:

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

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 are applicable to the Company. In line with same, a Corporate Social Responsibility Committee has been constituted by the Board of directors. As on 31^st March 2023, the Committee composition is as follows: Mr. Sanjay Marathe- Chairman of the CSR Committee, Mrs. Neela Marathe & Mr. Mukund Bakshi- members of the CSR Committee. The Company has in place a Corporate Social Responsibility Policy which indicates the activities to be undertaken by the Company in areas or subjects specified in schedule VII of the Companies Act, 2013. Accordingly, during the FY 2022-23 as approved by the CSR Committee, the amount for CSR expenditure amounting to Rs. 30,93,399/- was spent in areas specified under schedule VII of the Companies Act, 2013. Please refer Annexure V for further details and click on the link www.chemcrux.com/investor-info.php under investors info/Corporate Policy link to access the CSR Policy of Company.

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

There Company has granted loan to Kalichem Private Limited and given Corporate Guarantee for Kalichem Private Limited (Joint Venture Company) by complying with section 185 & 186 of the Companies Act, 2013 - a company where directors are interested. The amount of Loan granted during the FY 2022-23 is amounting to Rs. 155 Lakhs /- and Corporate Guarantee for an amount of Rs. 750 Lakhs. The same was in line with the resolution approved by members at the 25^th AGM held on 24^th August 2021. The details are given in the financial statements. Investments in short term UTI Mutual Fund schemes were made during the year which was within the limits approved by Board of Directors and the limits prescribed under section 186 of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee as per the omnibus approval of Audit Committee. Further, as there are no material related party transactions during the year and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required.

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

16. DIRECTORS / KEY MANAGERIAL PERSONNEL:

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

¦ Mr. Mukund Bakshi was appointed an Additional (Non-Executive Independent) Director w.e.f. 22^nd December 2021 and at the 26^th AGM held on 23^rd September 2022 his appointment was regularised and he was appointed as an Independent Director for a term of 5 years by members.

¦ In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Girishkumar Shah, Whole Time Director shall retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment has offered his candidature for directorship.

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual performance evaluation of its own performance, committees and the directors individually.

> REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a Director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at www.chemcrux.com/investor-info.php.

> MEETINGS:

During the year under review, six Board Meetings and five Audit Committee Meetings were held. The Company has also constituted Nomination and Remuneration Committee, Stakeholders relationship committee and Corporate Social Responsibility Committee as per the provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015. The Committee meetings are held as per the requirement of the applicable laws. The details are given in the Corporate Governance Report which is annexed as Annexure I. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

> DECLARATION OF INDEPENDENT DIRECTORS:

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

17. AUDIT COMMITTEE AND VIGIL MECHANISM & WHISTLE BHLOWER:

The Audit Committee as on 31^st March 2023, has 3 members -Mr. Mukund Bakshi -Independent Director (Chairman) Mr. Shailesh Patel- Independent Director and Mr. Bhanubhai Patel - Independent Director. During the year five Audit Committee Meetings were held. The details of the same are given in Corporate Governance Report. In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism & Whistle Blower Policy has been uploaded on the website of the Company at http://www.chemcrux.com/investor-info.php.

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

19. ANNUAL RETURN

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

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

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company. A Joint venture Agreement has been entered with Kalintis Healthcare Private Limited & a Joint Venture Company under the name Kalichem Private Limited w.e.f. 22^nd December 2021 has been formed. The details are in form AOC-1 (Annexure IV).

21. DEPOSITS:

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

22. AUDITORS:

> STATUTORY AUDITORS

M/s. R.J. Shah & Associates has been appointed as the Statutory Auditor of the Company at the 22^nd Annual General Meeting and will be completing term of 5 years upon conclusion of ensuing 27^th Annual General Meeting of the Company. The report of the Statutory Auditors of the Company is annexed and is forming part of the Annual Report.

The Board of Directors at their meeting held on 04^th August 2023, have recommended appointment of M/s. Naresh & Co., Chartered Accountants, Vadodara (FRN: 106928W) as Statutory Auditors from the conclusion of the ensuing 27^th AGM till 32^nd AGM to be held in the year 2028 (for FY 31/03/2028). As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Their appointment is subject to the approval of the shareholders at the ensuing AGM.

> SECRETARIAL AUDIT:

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

> INTERNAL AUDITORS:

M/s. Naresh & Co., Chartered Accountants, Vadodara were the Internal Auditors till completion of 1^st Quarter of FY 2022-23 (till 30^th June 2023). The report of Internal Auditors is reviewed by the Audit Committee from time to time.

The Board has appointed K R & Associates, Chartered Accountants, Vadodara (FRN: 131846W) as the Internal Auditors, to conduct the Internal Audit from the 2^nd quarter onwards for the FY 2023-24.

23. OBSERVATION OF AUDITORS:

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

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

25. SHARES:

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

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

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

d. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.

26. CORPORATE GOVERNANCE:

As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, a separate Section on Corporate Governance (Annexure I to the Board’s Report) on

corporate governance practices followed by the Company, together with a certificate from the Company’s

Secretarial Auditor confirming compliance forms an integral part of this Report. e provided in

27. AWARDS AND RECOGNITIONS:

The Company has following recognitions and/or awards:

• One Star Export House

• AEO - T1 Certificate

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

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

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

• Recognized as FT High-Growth Companies Asia-Pacific 2023 & India''s Growth Champions 2023

28. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is presented in a separate section forming part of this

Annual Report at Annexure II.

29. PARTICULARS OF EMPLOYEES: -

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

Ratio of remuneration of MD and Whole Time Director - 35.34: 1 (Rs. 1,17,60,000: 3,32,745)

Other Directors - Not Applicable as they are only paid sitting fees.

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year - During the FY 2022-23, there was 12 % increase in remuneration of WTD and 12 % increase in remuneration of MD. There is 20% of increase in remuneration of CS and 20% of increase in remuneration of CFO, in FY 2022-23.

c) The percentage increase in the median remuneration of employees in the financial year - Median Remuneration is Rs. 3,32,745 and average increase is 20% for the F.Y. 2022-23.

d) The number of permanent employees on the rolls of the Company as on 31.03.2023 - 94

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average 20% increase in salaries of Employees and 12 % increase in Managerial Remuneration of Directors during F.Y. 2022-23. The increase in remuneration of managerial person is commensurate with the efforts put in by them in leading the Company to greater heights and as per the prescribed limits of Schedule V of the Companies Act, 2013.

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

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

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

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

ii. The particulars of employees in the Company drawing remuneration aggregating to Rs. Rs. 1.02 crore or above per annum are as under:

NAME	MR. GIRISHKUMAR SHAH, aged 67 years (DIN:00469291)	MR. SANJAY MARATHE, aged 66 years (DIN:01316388)
Designation	Whole Time Director (Executive Chairman)	Managing Director
Date of Appointment	15/04/1996	15/04/1996
Experience	More than 42 years	More than 42 years
Nature of Employment, whether contractual / otherwise	Whole Time Director, designated as Executive Chairman for 5 years as per appointment resolution w.e.f. 01/01/2019	Managing Director for 5 years as per appointment resolution w.e.f. 01/01/2019
Qualifications	Bachelor of Engineering in Chemical Post-graduate in Industrial Management	Bachelor of Engineering in Chemical (M. Tech) from Indian Institute of Technology (IIT)
No. & % of Equity Shares held in the company (as on 31/03/2023)	5400240 (36.47%)	5400240 (36.47%)
The last employment held by such employee before joining the Company	Self - Employed	Self - Employed
Details of remuneration last drawn (FY 22-23)	Rs. 84,00,000/- as Salary Rs. 33,60,000/- as Performance Bonus	Rs. 84,00,000/- as Salary Rs. 33,60,000/- as Performance Bonus
Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	Executive Chairman, Husband of Mrs. Sidhdhi Shah (Additional Director (NonExecutive & Non-Independent w.e.f 04/08/2023)	Husband of Mrs. Neela Marathe, Director (Non-Executive & Non-Independentupto 04/08/2023)

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

Sl No	EMPLOYEE NAME	DESIGNAT ION	Salary (p.a.)	Nature of employmen t (permanent / Contract/ Otherwise)	Qualific ation	Experien ce (in years) as on 31.03.23	date of joining	Age as on 31.03 .2023	Last employe ment	% of equity shares held as on 31.03.23	wheth er relati e of direct or
1	Vipul Sanghvi	Factory Manager	1525800	Permanent	Mecanic al Engineer	35	17-07-09	56	Self employed	0.00067527	No
2	Manharbhai Maganbhai Patel	Executive Logistic	844872	Permanent	B.com	33	15-04-96	57	-	-	No
3	Heena Shah	QC Manager	814236	Permanent	B.pharm	15	01-01-07	46	-	-	No
4	Balasaheb Bapurao ladhav	Executive Commerce	750408	Permanent	B.com	27	01-03-95	53	-	-	No
5	Krutarth Parikh	Chief Financial Officer	636792	Permanent	B.com, Certified Accounti ng Technici an & semi qualified CA	8	01-02-21	36	Larsen and T oubro Limited	0.0000338	No
6	Sunita Borade	Executive Office	560916	Permanent	B.Com	15	01-11-07	53	Baroda Citizen Council	0.0000675	No
7	Ajay Shinde	Office Assistant	544284	Permanent	11th	31	01-09-04	54	-	0.0000338	No
8	Sushil T ripathi	Assistant Manager Account	517380	Permanent	Graduate	22	10-01-11	50	Environ Engineerin g Company	-	No
9	Swati Amrendra sinha	Executive Office	478791	Permanent	B.Sc	13	15-06-09	36	-	-	No
10	Jaykrishnan kurup	Assistant Manager Sales	441600	Permanent	Diploma in Sales	30	01-02-22	57	Farmson Pharmaceu tical Gujarat Private Limited	0.0000338	No

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

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

31. MAINTENANCE OF COST RECORDS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014. the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is applicable to your Company and your Company has maintained costs records for the F Y 2022-23. However, cost audit was not applicable for the Financial Year 2022-23.

32. COPORATE GOVERNANCE AND FAIR BUSINESS PRACTICES:

The extant provisions of corporate governance prescribed under SEBI Listing Regulations were applicable to the Company for the FY 2022-23 and the Company has followed the said provisions and the report on the Corporate Governance is given in Annexure I to this Report. Company’s approach to business is based upon core set of values and ethics. The management of Company is dedicated to ethical, fair and just business practices. In line with this vision, the Board of Directors of the Company have in place the Business Ethics Policy, which is available at the website of company www.chemcrux.com.

33. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

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

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

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

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

36. HUMAN RESOURCES:

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

37. CAUTIONARY STATEMENT:

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

38. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the Company.

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

Sd/-

Place : Vadodara GIRISHKUMAR SHAH

Date : 04^th August 2023 CHAIRMAN

(DIN:00469291)

---

Mar 31, 2018

BOARD''S REPORT

The Directors have pleasure in presenting the 22^nd Board Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March 2018.

1. FINANCIALS:

_[Rupees in Lacs]

PARTICULARS	2017-18	2016-17
Revenue from Operations	3146.47	2749.76
Other Income	29.52	34.71
Total Revenue	3175.99	2784.47
Less: Expenses before Interest and Depreciation	2673.55	2404.41
Less: (a) Interest	31.09	35.45
(b) Depreciation	67.02	55.44
Profit before Tax & Extra Ordinary Items	404.33	289.18
Less : Prior period expenses	-	00.30
Less: Prior year''s Income Tax Adjustment	-	3.44
Profit Before Tax	404.33	285.44
Less: Tax Expenses
Current Tax	104.11	80.00
Deferred Tax	63.89	55.61
Profit after Tax	236.32	149.83

2. DIVIDEND:

Your Directors have recommended a final dividend of Rs. 00.25/- per share (i.e. 2.5%) on Company''s paid up equity share capital comprising of 49,36,280 numbers of equity shares of Rs. 10/- each.

3. OPERATIONAL HIGHLIGHTS:

Your Company''s Revenue increased to Rs. 31.76 crore in FY18 as compared to Rs. 27.84 crore in previous year FY17 recording a remarkable growth of 14.06% (YoY) despite operational period of 10 months and volatile raw materials prices which have been well absorbed by higher sales volume and better product value realization. Export Turnover grew remarkably by 36.13% to reach 4.82 crore as compared to P/Y figure of 3.54 crore.

Net profit increased to Rs. 2.36 crore in FY18 compared to Rs. 1.49 crore during the same period of last year, representing 57.73 % increase in profits. The Company managed to register a commendable growth in profits inspite of increasing overhead costs and non-operation of plant for two months.

EBIDTA increased to Rs, 5.02 crore from Rs. 3.80 crore as compared to same period last year recording a growth of 32.20% due to sales growth propelled by increase in demand of its products.

4. SHARE CAPITAL:

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs. 4,93,62,800/- divided into 49,36,280 equity shares of Rs. 10 each. The Company had raised fund through Public Issue of shares in F/Y 2016-17 and the equity shares of the Company are now listed on SME platform of BSE Limited.

5. IPO FUND UTILISATION:

The Company had raised the fund to meet the working capital requirement and general corporate purpose in the F/Y 2016-17. The amount raised in IPO has been fully utilized for the specified purposes. Particulars of the utilization of fund raised through Public Issue in the month of March, 2017 is as below:

Particulars	Amount allotted for Object, as disclosed in the Prospectus (Rs.)	Utilization of fund received from allotment of shares till September 30, 2017 (Rs.)	Balance amount to be utilized (Rs.)	Deviation (if any) (Rs.)
For IPO Issue Expense	40,00,000	39,76,952		(23,048)
For General Corporate Purpose	40,48000	40,48,000
For Working Capital Purpose	1,60,00,000	1,60,23,048		23,048
Total	2,40,48,000	2,40,48,000	-	-

6. TRANSFER TO RESERVE:

The Company proposes to transfer Rs. 2,21,40,878 to its General Reserve.

7. CREDIT FACILITIES:

The Company has been optimally utilizing its fund based and non-fund based working capital requirements as tied up with Kotak Mahindra Bank Limited. During the year Company transferred its Banking facilities from State Bank of India to Kotak Mahindra Bank Limited. All the dues of State Bank of India were cleared. The Company was comfortable in meeting its financial requirements from Kotak Mahindra Bank Limited. Effective financial measures have been continued to reduce cost of interest and bank charges.

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

There is no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund.

9. MATERIAL EVENTS OCCURING AFTER BALANCE SHEET DATE :

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

10. ORDER OF AUTHORITIES :

At the time of filing Draft Prospectus for public issue of 13,36000 equity shares of the Company, there was a reference of litigation against the Company by Commercial Tax Officer, Ankleshwar relating to pending sales tax liability of Rs. 32,91,032/-.In the aforesaid matter, Deputy Commissioner of Commercial Tax has granted relief by way of setting aside entire sales tax liability of Rs. 32,91,032/vide its order dated 28.02.2018 and has granted refund of Rs. 15,03,636/- to the Company vide its final order dated 23.03.2018. As on date there is no pending Tax liability.

The Company received on 4^th August, 2017 closure notice of the factory located at 4712 -14, GIDC, Road South 10, Ankleshwar, Gujarat form Gujarat Pollution Control Board (GPCB) for noncompliance of LrV I LM LIU. certain technical requirements observed by them. However Company quickly responded to resolve the issue and the factory operations were reinstated vide GPCB order dated 04/10/2017.

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

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

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

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

(B) Technology absorption:

1. Efforts in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not entered into any technology based ventures during the year under review. However the Company aims for digitization of processes of purchase, sales, marketing and other operations over next year and gradual increase in manpower, facilities and office workspace.

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

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

3. Expenditure incurred on Research and Development :

The Company has not incurred any expenditure on research and development

(C) Foreign exchange earnings and Outgo:

PARTICULARS	Amt (In Rs.)
Foreign Exchange earned in terms of actual inflows during the year	4,11,80,272
Foreign Exchange outgo during the year in terms of actual outflows	2,54,64,936

12. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company''s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence furnishing of above information is not applicable.

15. RELATED PARTY TRANSACTIONS:

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

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This Policy has been uploaded on the website of the Company at www.chemcrux.com/investor-info.php under investors info/Corporate Policy link.

16. DIRECTORS / KEY MANAGERIAL PERSONNEL:

During the year no directors were appointed or have resigned. Mr. Alpesh Makwana, Company Secretary resigned from office w.e.f. March 1^st, 2018.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mrs, Neela Marathe Director retire by rotation and being eligible for re-appointment has offered her candidature for director. The present term of Whole Time Director and Managing Director will expire on 31^st December, 2018. They are eligible for reappointment and hence resolution for re-appointment of Whole Time Director and Managing Director is put forth for approval of members.

- BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

- REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

- MEETINGS:

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Details. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The required particulars of various Committee Meetings held during the year are stated in the Corporate Governance Details.

- DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

17. AUDIT COMMITTEE AND VIGIL MECHANISM:

The composition and other particulars of Audit Committee are provided in the Corporate Governance Details, attached herewith.

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.chemcrux.com/investor-info.php.

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

19. ANNUAL RETURN:

Extract of Annual Return of Company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed at website of the Company. We blink of the same is as http://www.chemcrux.com/investor-info.php

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

21. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

22. AUDITORS:

- STATUTORY AUDITORS

The Company''s Auditors M/s. Talati & Talati Chartered Accountants, Vadodara will retire at ensuring Annual General Meeting of the Company. In terms of section 139 to 141 of the Companies Act, 2013 and the Rules framed thereunder, it has been proposed to make appointment of M/s. R. J. Shah & Associates, Chartered Accountants, as Auditors of the Company to hold the office from the conclusion of ensuing Annual General Meeting until conclusion of 27^th Annual General Meeting. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

- SECRETARIAL AUDIT:

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

- INTERNAL AUDITORS:

The Company has appointed Naresh & Co. as the Internal Auditors for the F.Y. 2017-18.

23. OBSERVATION OF AUDITORS:

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors and Secretarial Auditors.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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

25. SHARES:

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

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

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

d. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.

e. Fresh issue of shares: The Company has not issued any shares during the year under review.

26. CORPORATE GOVERNANCE:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed Company. However, as a better corporate practice, a separate Section on Corporate Governance has been annexed.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure - to this Report.

28. PARTICULARS OF EMPLOYEES:

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

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

Ratio of remuneration of MD and Whole Time Director - 8.06 : 1 (Rs. 30,00,000 : 3,72,234)

Other Directors - Not Applicable

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year - During the FY 2017-18 there was nil % increase in remuneration of WTD, MD, other Directors, CFO and Company Secretary.

c) The percentage increase in the median remuneration of employees in the financial year - Median Remuneration is Rs. 3,72,234 and average % increase is 15%

d) The number of permanent employees on the rolls of the Company as on 31.03.2018 - 52

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - Average 15% increase in salaries of Employees and nil % increase in Managerial Remuneration during F.Y. 2017-18.

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

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

g) Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed - None of the employees were in receipt of remuneration above 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.

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

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

30. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, cost audit and maintenance of cost records is not applicable to the Company for the Financial Year 2017-18.

31. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS :

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

32. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

33. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

For CHEMCRUX ENTERPRISES LIMITED

Sd/-

Place: Vadodara GIRISHKUMAR SHAH

Date: 24^th August, 2018 CHAIRMAN