Your Directors have the pleasure of presenting the 15th Annual Report of Chemfab Alkalis Limited along with the Audited Standalone and consolidated financial statements for the Financial Year Ended 31st March 2024.

The summarized financial results are as under:

Financial Summary:

Performance and State of Affairs of the Company:

The Overall performance of the Company, including the financial performance of the Company has been provided under the management section, forming part of this annual report.

Dividend:

Your directors recommended the payment of Dividend of Rs

1.25/- per share for the year ended March 31,2024, absorbing a sum of H 177.83 Lakhs considering shares outstanding as on 31 March 2024, subject to the approval of the Members at the ensuing Annual General Meeting.

Transfer of profit to reserves:

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

Material Changes during the reporting period:

No material changes have occurred, or any commitments made between the financial period ended 31st March 2024 and the date of this report, which would adversely affect the financial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of a NonExecutive Chairman who is a promoter of the Company. Along with him on the Board there are Seven Non -Executive Directors, including four Independent Directors. The Company has two women Independent Directors. The composition of the Board of Directors is in compliance with Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 149 of the Companies Act, 2013.

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

Mr. T Ramabadhran, Non - Executive - Independent Director of the Company, vacated the office on account of completion of his tenure of second term as the Independent Director of

the Company. The Vacation of office was given effect only after the close of business hours of 31st March 2024.

All the four Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

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

B. Meetings

Board Composition:

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

The number of Board Meetings held during the year along with the dates of the meetings:

(Disclosure pursuant to 134 (3)(b) of the

Companies Act, 2013).

During the Financial Year 2023-2024, the Board of Chemfab Alkalis Limited met Five times as under:

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

C. Re-appointment of Directors Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Nitin S Cowlagi (DIN: 06703283) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Nitin S Cowlagi (DIN: 06703283) retiring by rotation.

D. Committees of the Board

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

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

E. Performance Evaluation

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

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

F. Directors’ Responsibility Statement

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

(a) In the preparation of the Annual Accounts for the financial year ended 31st March 2024, the applicable Accounting Standards and Schedule III of the Act have been followed and there are no material departures.

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year 2023-2024.

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

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

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

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

G. Changes in Directors and Key Managerial Personnel

Mr. T Ramabadhran, Non - Executive - Independent Director of the Company, vacated the office on account of completion of his tenure of second term as the Independent Director of the Company. The Vacation of office was given effect only after the close of business hours of 31st March 2024.

There was no change in the Key Managerial Personnel.

H. Changes in Subsidiaries, Joint Ventures, and Associates

There were no changes in the Subsidiaries, Joint ventures, and Associates during the financial year 2023-2024.

I. Significant or Material Orders Passed by Regulators / Courts

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

J. Declaration by Independent Directors

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

Regulations 2015 and their Declarations have been taken on record.

K. Details in respect of Frauds

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

L. Fixed Deposits:

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

M. Details of contracts or arrangements with related parties:

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

N. Code of Conduct for prevention of Insider Trading:

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

O. Development and implementation of a Risk Management Policy:

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

The Company has also obtained certification for ISO 14001 and OHSAS 18001 systems to take care of critical operational areas. The Company has also implemented Process Safety Management (PSM). We are the first company in our industry to implement the same.

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

P. Technology absorption, Conservation of energy and Research and development:

The detailed note on the technical absorption and conversation of energy and research and development is given in the Management Section, which is forming part of the Annual Report.

Q. Cost Records

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

AUDIT RELATED MATTERS:

A. Statutory Auditors

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

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

B. Cost Auditor:

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

In conformity with the said provisions of the Companies Act, 2013, the Company has appointed M/s. Madhavan, Mohan & Associates, Cost Auditors, as the Cost Auditor, for the audit of cost accounts for your Company for the year ending 31st March 2024. The remuneration to be paid to him is being ratified at this Annual General meeting.

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

C. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Damodaran & Associates LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form No.MR.3 for the financial year 2023-2024, is annexed herewith, as Annexure - H

A Certificate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is annexed herewith, as Annexure - J.

There were no adverse remarks/observations from the Statutory Auditor or the Secretarial Auditor of the Company that needs the response of the Board.

D. Internal Financial Controls:

Your Company has well-defined and adequate internal controls and procedures, commensurate with its size and the nature of its operations. This is further strengthened by the Internal Audit done concurrently. During the year, the Company got its internal controls over financial reporting and risk management process evaluated by independent consultants.

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

The Audit Committee at its meeting held on 18th May 2023, has evaluated the internal financial controls and risk management system.

E. Internal Auditor:

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

BOARD COMMITTEE COMPOSITION

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

A. Audit Committee

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

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

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

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

B. Nomination and Remuneration Committee:

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

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

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

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

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

C. Stakeholders’ Relationship Committee:

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

D. Risk Management Committee:

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

E. Corporate Social Responsibility (CSR) Committee:

The Board has constituted the Corporate Social Responsibility Committee in accordance with Section 135 of the Companies Act, 2013. The Company is committed to operating in a socially responsible manner in terms of protecting the environment and conserving water resources and energy. Details of the CSR Policy drawn up by the Company and the CSR expenditure and initiatives were taken during the year 2023-24 are given in Annexure - E to this Report.

OTHER MATTERS

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

During the year under review, the Company did not provide any loans, guarantees or investments u/s 186 of the Companies Act 2013.

During the Financial Year under review the Company has invested H 6,300 Lakhs towards subscription of 6,30,00,000 shares of H 10 each in the form of 0.01% Cumulative Convertible Preference Shares in Chemfab Alkalis Karaikal Limited, a Wholly Owned Subsidiary.

B. Remuneration details of Directors and Employees

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

C. Debentures

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

D. Bonus Shares

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

E. Borrowings

The Company has outstanding borrowings including IND AS accounting adjustment entries and interest accrued of H 1,832.29 Lakhs during the financial Year ended March 31,2024.

F. Deposits

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

G. Transfer to Investor Education and Protection Fund

The details of the transfer of unclaimed dividends and the shares for seven consecutive years to the Investor Education and Protection Fund are given in the Corporate Governance Report forming part of the Annual Report, which is also available on the company’s website.

H. Credit Ratings

CARE has re-affirmed its rating of “CARE A - Stable” for Long term Bank facilities; and “CARE A2 ” for Short term Bank facilities.

I. Code of Corporate Governance

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

J. Code of conduct for Directors and Senior Management:

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

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

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

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

K. Management Discussion and Analysis Report

In accordance with the requirement of the Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section of the Annual Report, which is appended as Annexure - A.

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

The Company has in place a Sexual Harassment Policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

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

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

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

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

M. Vigil Mechanism:

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

N. Annual Return - MGT - 7

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

O. Employees’ Stock Option Scheme 2015

The Shareholders of the Amalgamated entity Chemfab Alkalis Limited had approved the Employees’ Stock Option Scheme titled “CAESOS - 2015” through Postal Ballot on March 05, 2016. “CAESOS-2015” complies with SEBI (Share Based Employee Benefits) Regulations, 2014. The details are available on our website www. chemfabalkalis.com.

The purpose of the Scheme is:

i) to attract, retain and motivate talented and critical employees.

ii) to encourage employees to align individual performance with the Company’s objectives, and

iii) to reward employee performance with ownership.

The details of CAESOS - 2015 form part of the Notes to Accounts of the Financial Statements in this Annual Report.

As per the approval given by the Shareholders of Chemfab Alkalis Limited, the Options granted to the employees of the amalgamated Company Chemfab Alkalis Limited also carry the eligibility of application of the Swap ratio of 10:7 (i.e., 10 shares of H 10 each for every 7 shares of H 5 each held) mentioned in the Scheme of Amalgamation of erstwhile Chemfab Alkalis Limited to the Company approved by the NCLT vide its Order dated 30.03.2017. Shares allotted during the reporting period under the employee stock option scheme are as provided below:

Price at which shares were issued: H 52.43

Diluted EPS - H 46.26/- (Standalone), Diluted EPS -H 45.12/- (Consolidated)

Equity Shares with differential voting rights: NA; Sweat Equity Shares: NA

Details of voting rights not exercised: NA.

P. Employees’ Stock Option Scheme 2020

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

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

During the Financial Year 2023-2024 the Company has allotted 44,600 equity shares under Employee Stock Option Scheme (‘CAESOS -2020’).

Q. Green initiatives

Pursuant to the Ministry of Corporate Affairs (MCA) circulars dated April 08, 2020, April 13, 2020, and May 05, 2020, the Company is providing the facility of remote e-voting to its members in respect of the business to be transacted at the AGM. Electronic copies of the Annual Report 2023-2024 and Notice of the fifteenth 15th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website https:// chemfabalkalis.com/investors/

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

R. Statement on Secretarial Standards

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

S. Human Resources

Employee relations continue to be cordial and harmonious at all levels and in all the divisions of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

The number of Direct employees as of March 31, 2024, was 210. The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - F to the Board’s Report.

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

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

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

The company has not entered into a one-time settlement with any Banks & Financial Institutions during the Financial Year 2023-24.

Acknowledgment

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

By Order of the Board of Directors For Chemfab Alkalis Limited

Sd/-

Suresh Krishnamurthi Rao,

Place: Chennai Chairman

Date: 08th August 2024 DIN: 00127809