Your Directors have the immense pleasure to present the 27th (Twenty-Seventh) Board's Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2024 is summarized below:

2. OPERATIONS & STATE OF COMPANY'S AFFAIRS

During the financial year ended on March 31, 2024, the Standalone total revenue is Rs. 5,158.65lakhs as compared to revenue of Rs. 4,783.72 lakhs in the previous year. The Standalone profit before tax stood at Rs. 885.24lakhs as against profit of Rs. 820.02lakhs in the previous year. TheStandalone net profit for the year 2024 stood at Rs. 663.39 lakhs against profit of Rs. 614.71lakhs reported in the previous year.

During the financial year ended on March 31, 2024, the Consolidated total revenue is Rs. 5,053.68 lakhs as compared to revenue of Rs. 4,783.73 lakhs in the previous year. The Consolidated profit before tax stood at Rs. 821.03lakhs as against profit of Rs. 817.28lakhs in the previous year. TheConsolidated net profit for the year 2024 stood at Rs. 597.28lakhs against profit of Rs. 611.97lakhs reported in the previous year.

₃. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year the Company is in the business of manufacturers,producers, refiners, exporters and importers of anddealers in sulphuric acid, oleums chlore-sulphonieacid, hydrochloric acid and other inorganic acids ofall kinds alums of all grades, pyrites, gypsum,bauxite, alumina, aluminium hydroxide or anyother aluminium compounds, sulphur, zinc,copper, mag- nesium, zinc sulphate coppersulphate, magnesium sulphate and othersulphates hydrogen, chlorine, fertilisers, pestcides,pharmaceutcals, polymers plastcs, detergents,dyes, essences, etc.

There is no change in nature of the business of the Company.

₄. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31, 2024. The Company does not propose to transfer any amount to reserves.

5. INITIAL PUBLIC OFFER OF EQUITY SHARES

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer ("IPO") of 28,80,000 Equity Shares of face value of 10/- each at an issue price of Rs. 80/-aggregatng to Rs. 23,04,00,000/- (Rupees Twenty-Three Crores Four Lakh only).

The Offer was made pursuant to Regulaton 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulatons, 2018. The equity shares of the Company were listed on BSE Limited on December 06, 2023.

6. SHARE CAPITAL

The authorized share capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crores only) comprising of 1,10,00,000(0ne Crore Ten Lakhs only)equity shares of Rs. 10/- each.

The paid-up Share Capital as on March 31, 2024, was Rs. 10,86,40,000/- (Rupees TenCrores Eighty-Six Lakhs Forty Thousand only) consistng of 1,08,64,000 (One Crore Eight Lakh Sixty-Four Thousand Only) equity shares of Rs. 10/- each fully paid-up.

During the period under review, the Company has:

a. sub-divided the shares resultng into change of face value of the Company from Rs. 100/- per share to Rs. 10/- per share vide its Extra Ordinary General Meetng held on June 10, 2023.

b. Increased the authorized share capital of the Company from Rs. 50,00,000/- to Rs. 11,00,00,000/- at its Extra Ordinary General Meetng held on July 28, 2023.

c. issued and allotted Bonus Shares on August 09, 2023in the rato of 15:1 during the financial year 2023-24.

The Company has not issued shares with differental votng rights during the year under review.

The Company has not issued any sweat equity shares during the year under review and hence no

informaton as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2024, the Company is having two (2) subsidiary viz.

1. DCPL Speciality Chemicals Private Limited

2. South west Corporation (wholly-owned subsidiary)

The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding theper-formance and financial positon of the said Subsidiary are provided in Form AOC-1, which form part ofthe Consolidated Financial Statements for the financial year ended March 31, 2024.

₈. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013("the Act") and as prescribed by the SEBIListng Regulatons, the Audited Consolidated Financial Statements are provided in this Annual Report.

Pursuant to Secton 129(3) of the Act, a statement containing the salient features of the Finan-cialStatements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed formAOC-1 is annexed as "Annexure-I" to this Annual Report.

Pursuant to Secton 136 of the Act, the Financial Statements of the Subsidiary are available on thewebsite of the Company i.e. www.deepakchemtex.inunder the Investors Secton.

9. CORPORATE GOVERNANCE

Your company provides utmost importance at best Governance Practces and are designated to act in the best interest of its stakeholders. Better governance practce enables the Company to introduce more effectve internal controls suitable to the changing nature of business opera-tons, improve performance and also provide an opportunity to increase stakeholders understanding of the key actvites and policies of the organizaton.

Further Pursuant to Regulaton 27(2) of SEBI (Listng Obligatons and Disclosure Requirements), Regulatons, 2015, read with Regulaton 15 of SEBI (Listng Obligatons and Disclosure Requirements), Regulatons, 2015 regulaton of corporate governance are not applicable to company Hence, 27th Annual Report does not contain the Corporate Governance Report.

₁₀. ANNUAL RETURN

Pursuant to Secton 92(3) read with Secton 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2024 is available on the website of the Company at ww-w.deepakchemtex.in under Investor Informaton tab.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Associa tion of the Company, Mrs. Trishla Baid Arora (DIN: 07063446), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment.

• All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regu laton 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

• During the year 2023-24, following Directors/KMP were appointed:

a. Mr. Saurabh Deepak Arora was appointed and re-designate as a Chairman and Managing Director of the Company w.e.f. July 28, 2023.

b. Mrs. Trishla Baid was appointed and re-designatedasWhole Time Director of the Company w.e.f. July 28, 2023.

c. Mr. Narendra Kumar Baid was appointed as Non-Executive Director of the Company w.e.f. July 28, 2023.

d. Mr. Gautam Lathwas appointed as Non-Executive Independent Director of the Company w.e.f. July 28, 2023.

e. Mrs. Pinky Kedia was appointed as Non-Executive Independent Director of the Company w.e.f. July 28, 2023.

f. Mrs. Sonam Sharma was appointed as Company Secretary and Compliance officer of the Company w.e.f. September 20, 2023.

g. Mrs. Trishla Baid was appointed as Chief Financial Officer (CFO) of the Company w.e.f. on September 20, 2023.

₁₂. MEETINGS

The Board of Directors of your Company met 10(Ten) times during the financial year 2023-24. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

13. BOARD OF DIRECTORS AND COMMITTEES THERE OF

i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution anof the Board of Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of the Company is composed of Executive, Non-Executive and Independent Directors.

11. The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulatons, 2015

As on March 31, 2024, the strength of the Board of Directors of the Company was at Six Directors comprising of Three Executive, One Non-Executive Director and Two Non-Executive Independent

Directors. 1/3rd of the Board comprised of Independent Directors. The details of the Board of Directors as on March 31, 2024 are given below:

Name of the Designation Date of No. of Directorships / Committee Memberships/

Director Joining Chairmanships

Public Private Limited Committee Committee

Limited and Section 8 Membership Chairman Companies Companies s Ships

(including this)

Mr. Saurabh Chairman, 10.06.1997 NTT 01 11

Deepak Arora Managing

Director

Mrs.Trishla Whole-time 20.01.2014 NIT 01 1 NIT

Baid Director &

CFO

Mr. Rajesh Executive 30.11.2021 Nil 02 1 Nil

Kalikaprasad Director

Tiwari

Mr. Narendra Non- 28.07.2023 01 01 3 Nil

Kumar Baid Executive

Director

Mr. Gautam Independent 28.07.202 Nil 01 2 1

Lath Director 3

Mrs. Pinki Independent 28.07.202 Nil 01 2 2

Kedia Director 3

As on March 31, 2024, Mr. Saurabh Deepak Arora and Mrs. Trishla BaidArora holding 71,37,552 and,7,98,400equity shares of the Company respectively. Mr.Narendra Kumar Baid, Mr.Sidharth Baid and Mrs.Chandan Baid, relatves of the Directors holding 16equity shares each of the Company. Except above, no other Director or their relatve hold shares of the Company.

ii. Board Meetings

During the financial year under review, 12 (Twelve) Board meetngs were held on May 17, 2023; August 02, 2023; August 08, 2023; August 09, 2023; September 01, 2023;September 20, 2023; September 30, 2023; November 21, 2023; December 04, 2023, December 13, 2023, January 04, 2024 and February 20, 2024. The gap between two Board meetngs was in compliance with the provisions of the Act. Details of Directors as on March 31, 2024 and their attendance at the Board meetngs and Annual General Meetng ("AGM") during the financial year ended March 31, 2024 are given below:

iii. Audit Committee:

Our Company has formed an Audit Committee, vide Board Resolution dated September 20, 2023 as per the applicableprovisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and itspower) Rules, 2014 and Regulation 18 of SEBI Listing Regulations. The Audit Committee comprises followingmembers:

During the year under review, Four (4) meetings of the AuditCommittee were held on September 30, 2023; November 21, 2023; December 04, 2023 and February 20, 2024

Terms of Reference

The Audit Committee has inter-alia the following mandate:

1. Overseeing the Company's financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2. Recommending to the Board for the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors of the Company;

3. Reviewing and monitoring the statutory auditor's independence and performance, and effectiveness of audit process;

4. Approving payments to the statutory auditors for any other services rendered by the statutory auditors;

5. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-secton 3 of Secton 134 of the Companies Act;

ii. Changes, if any, in accountng policies and practces and reasons for the same;

iii. Major accountng entries involving estmates based on the exercise of judgment by manage ment;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listng and other legal requirements relatng to financial statements;

vi. Disclosure of any related party transactons; and

vii. Qualificatons and modified opinions in the draft audit report.

6. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

7. Reviewing, with the management, the statement of uses/ applicaton of funds raised through an issue (public issue, rights issue, preferental issue, etc.), the statement of funds utlized for purposes other than those stated in the offer document/ prospectus/ not ce and the report submitted by the monitoring agency monitoring the utlizaton of proceeds of a public or rights issue, and making appropriate recommendatons to the Board to take up steps in this matter. This also includes monitoring the use/applicaton of the funds raised through the proposed inital public offer by the Company;

8. Approval or any subsequent modificatons of transactons of the Company with related partes and omnibus approval for related party transactons proposed to be entered into by the Company subject to such conditons as may be prescribed;

9. Scrutny of inter-corporate loans and investments;

10. Valuaton of undertakings or assets of the Company, wherever it is necessary;

11. Evaluaton of internal financial controls and risk management systems;

12. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

13. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15. Discussing with internal auditors on any significant findings and follow up thereon;

16. Reviewing the findings of any internal investgatons by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reportng the matter to the Board;

17. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18. Looking into the reasons for substantal defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

19. Reviewing the functoning of the whistle blower mechanism;

20. Approving the appointment of the chief financial officer or any other person heading the finance functon or discharging that functon after assessing the qualificatons, experience and background, etc. of the candidate;

21. Reviewing the utlizaton of loans and/ or advances from/investment by the holding company in any subsidiary exceeding ^100 Crore or 10% of the asset size of the subsidiary, whichever is lower including existng loans / advances / investments;

22. Considering and commentng on the ratonale, cost-benefits and impact of schemes involving merger, demerger, amalgamaton etc., on the Company and its shareholders;

23. Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listng Regulatons or other applicable law.

iv. Nomination and Remuneration Committee

Our Company has formed a Nominaton and Remuneraton Committee vide Board Resolut on dated September 20, 2023as per the applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read withrule 6 of the companies (Meetng of board and its power) rules, 2014 and Regulaton 19 of SEBI Listng Regulatons.The Nominaton and Remuneraton Committee comprises following members:

During the year under review, Two (2) meetings of the Nomination and RemuneratonCommittee were held on December 04, 2023 and February 20, 2024.

Terms of Reference

The Nomination and Remuneration Committee has the following mandate:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2. For the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

3. formulation of criteria for evaluation of the performance of independent directors and the Board;

4. devising a policy on diversity of our Board;

5. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director's performance;

6. determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;

8. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

10. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

11. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

12. analyzing, monitoring and reviewing various human resource and compensation matters;

13. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

14. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; and

15. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

Our Company has formed a Stakeholders Relationship Committee vide Board Resolution dated September 20, 2023 asper the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies(Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations. The StakeholdersRelationship Committee comprises following members:

During the year under review, Two (2) meetings of the Stakeholders Relationship Committee were held on December 04, 2023 and February 20, 2024

Terms of Reference

The Nomination and Remuneration Committee has the following mandate:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the company;

5. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized;

6. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

7. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/securi-ty(ies) certificate(s) of the Company;

8. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/ dividend warrants, non-receipt of annual report and any other grievance/ complaints with Company or any officer of the Company arising out in discharge of his duties;

9. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them;

10. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time;

11. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting; and

12. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

14. GENERAL MEETING

The Annual General Meeting of the Company was held at its registered office for the Financial Year 2023-24.

15. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Bigshare Service Private Limited

S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre,

Mahakali Caves Road, Andheri (East),

Mumbai, Maharashtra-400093

Tel: 91 -22-262638200

Email Id:- info@bigshareonline.com.

16. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Company's website and can be accessed by weblink ww-w.deepakchemtex.in

17. INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the Listing Regulations and are independent of management.

During the financial year 2023-24, one (1) meeting of the Independent Directors was held on February 20, 2024,

inter-alia, to review the following:

(i) Review performance of non-independent directors and the Board of Directors as a whole.

(ii) Review performance of the Chairperson of the Company.

(iii) Assess the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board of Directors that is necessary for the Board to perform their duties effectively and reasonably.

The meeting was attended by all the Independent Directors.

The familiarization program and other disclosures as specified under SEBI (LODR) Regulations, 2015 is available on the Company's websitewww.deepakchemtex.in

18. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Particulars of Loans, Guarantees and Investments made during the year as required under the provisionsof Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") particulars ofLoans/Advances given to subsidiary have been disclosed in the notes to the Financial Statementsforming part of Annual Report.

20. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink www.deep-akchemtex.in

₂₁. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors.

The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company's website and can be accessed by weblink ww-w.deepakchemtex.in

₂₂. RELATED PARTY TRANSACTIONS AND POLICY

All the transactons/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party(ies) are in the ordinary course of business and on arms' length basis.

The particulars of related party transaction at arms' length basis is disclosed in Board report and marked as "Annexure-II".

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

₂₄. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

During the year under review, the Status of the Company has been converted from Private Limited to Public Limited vide its Extra-Ordinary General Meeting held on August 17, 2023.

Since the closure of the Financial Year i.e., March 31, 2024, the Company vide Prospectus dated-December04, 2023 issued its securities via Initial Public Offering and the Company got listed on BSEEmerge stock exchange on December06, 2023. Therefore, the Company now being a Listed Company, theFinancial Position of the Company is varied.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estmates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken for the maintenance of adequate account ng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites;

iv. the annual accounts have been prepared on a "going concern" basis;

v. proper internal financial controls are laid down and such internal financial controls are adequate and operatng effectvely;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operatng effectvely.

Your Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operatng effectvely

26. STATUTORY AUDIT

Pursuant to the provisions of Secton 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014,M/s. ADV& Associates (Firm Registraton No. 128045W), were appointed as the Statutory Auditors of the Company for a period of 5 years tll the conclusion of the AGM to be held in the year 2024.

As the term of Statutory Auditor will end at the ensuing Annual General Meetng ("AGM") of the Company, the Company is required to appoint new Statutory Auditor.

Pursuant to the provisions of Secton 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the Board has recommended the appointment of M/s.Mittal & Associates (Firm Registraton No. 106456W) as new Statutory Auditors of the Company to hold office for a period of 5 years i.e., from the conclusion of this AGM untl the conclusion of the AGM to be held in the year 2029, at a remuneraton to be determined by theBoard of Directors and Auditors.

Further, The Auditors' Report is unmodified i.e., it does not contain any qualificaton, reserva-ton or adverse remark.

₂₇. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Secton 143(12) of the Act and the Rules made thereunder.

28. COST AUDIT AND COST RECORDS

We are aware of the potental applicability of cost audit requirements and will ensure the tmelyappointment of a cost auditor if the need arises, in accordance with the Act.

₂₉. SECRETARIAL AUDIT

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of secton 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneraton of Managerial Personnel) Rules, 2014 the company has appointed M/s. NKM & Associates, Practcing Company Secretary (Membership No. A54970 and C.P. No.:

20414) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year ended March 31, 2024 is annexed herewith as "Annexure-III" to this report. The Secretarial Audit Report does not contain any qualificaton, reservaton and adverse remark.

Further A certificate has been issued by M/s. NKM & Associates., Company Secretaries in prac-tce, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or contnuing as director by the Securites and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certficate is annexed as "Annexure - IV" to this Report.

30. INTERNAL AUDITOR:

As per Secton 138 of the Companies Act, 2013, the Company has appointed M/s. A D M S and Company, Chartered Accountants., as an internal auditor for the year 2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through periodical checks and internal audit.

31. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetngs of the Board of Directors) and SS-2 (Secretarial Standard on General Meetngs) issued by the Insttute of Company Secretaries of India and approved by the Central Government under Secton 118(10) of the Companies Act, 2013.

₃₂. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Secton 124 of the Act read with the Investor Educaton and Protecton Fund Authority (Accountng, Audit, Transfer and Refund Rules), 2016 ('the IEPF Rules'), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

₃₃. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operatons. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the preven-ton and detecton of frauds and errors, the accuracy and completeness of the accountng

records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

34. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act

₃₅. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

36. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2023-24, no case of Sexual Harassment was reported.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that Corporate Social Responsibility (CSR) is an integral part of its business. It seeks to operate its business in a sustainable manner that benefits society at large and aligns with the interests of its stakeholders. In accordance with section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has constituted a CSR Committee.

The CSR Committee has developed a CSR Policy, which has been uploaded to the company's website at www.deepakchemtex.in

The committee's composition and the meetings held during the year are as follows:

Terms of Reference

The Corporate Social Responsibility Committee has the following mandate:

1. To formulate and recommend to the board a corporate social responsibility policy that specifies the activities to be undertaken by the company in accordance with Schedule VII of the Companies Act and the rules made there under. The committee may also suggest revisions to the policy as decided by the board.

2. To identify partners and programs for corporate social responsibility initiatives.

3. To recommend the amount of expenditure to be allocated for corporate social responsibility activities and to distribute the funds among various programs undertaken by the company.

4. To delegate responsibilities to the corporate social responsibility team and oversee the proper execution of all delegated tasks.

5. To review and monitor the implementation of corporate social responsibility programs, providing necessary directions for their proper execution and timely completion.

6. To perform any other duties and functions as required by the board to promote the company's corporate social responsibility activities, and to exercise any additional powers conferred upon the CSR Committee under the provisions of Section 135 of the Companies Act.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under review is enclosed as "Annexure V" to this Report.

38. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

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

Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 are asunder:

Conservaton of Energy: The range of actvites of the Company requires minimal energy con-sumpton and every endeavor has been made to ensure optmal utlizaton of energy and avoid wastage through automaton and deployment of energy-efficient equipment. The Company takes adequate measures to reduce energy consumpt on by using efficient computer terminals and by using latest technology. The impact of these efforts has enhanced energy efficiency. As energy cost forms a very small part of total expenses, the financial impact of these measures is not material and measured.

Technology Absorpton: Company is committed towards technology driven innovaton and lays strong emphasis in inculcatng driven culture within the organizaton.

The Company has best of operatng machines and highly precisions equipment for producton and quality management also the Company has hired the optmal of quality team who dedicates their full enthusiasm and work trelessly for delivering best quality and services. The team along with state-of-the-art quality equipment's as necessary for the Machine Shop.

The Company is all well equipped with its current quality control machine and will modify itself for any future advancement

The transactons involving foreign exchange earnings and outgo during the period under review is as follows:

Foreign Exchange Income: Rs. 2282.34 Lakhs Foreign Exchange Outgo: Rs. 303.41 Lakhs

₄₀. PUBLIC DEPOSITS

The Company has not accepted or renews any deposits, within the meaning of Secton 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

41. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The informaton required under secton 197 of the Companies Act, 2013 read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneraton of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in "Annexure - VI and VII" to this report.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

43. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 23-24 as stpulated under SEBI (LODR), Regulatons, 2015 has annexed as "Annexure - VIII" of this Report.

44. LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listng Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed

45. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listng Obligatons and Disclosure Requirements) Regulatons, 2015, are not applicable to the Company during the financial year.

46. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, notce to the Shareholders or elsewhere in this Annual Report, describing the Company's objectves, projectons, estmates and expectatons may consttute 'forward looking statement' within the meaning of applicable laws and regulatons. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditons and circumstances.

47. RESIDUAL DISCLOSURES

1. During the year under review no applicaton was made and no proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

2. During the year under review there was no One Time settlement with any bank or Financial Insttuton.

48. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciaton to all Stakeholders, Clients, Financial Insttutons, Banks, Central and State Governments, the Company's valued Investors and all other Business Partners, for their contnued co-operaton and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their contnued contributon to promote its development.

For and on behalf of the Board of Directors of Deepak Chemtex Limited

Sd/- Sd/-

Saurabh Deepak Aror Trishla Baid Arora

Chairman &Managing Director Whole-time Director

DIN:00404150 DIN:07063446

Registered Office:

Aawashi, 28/1A, A/P Adgul Aawashi, Lote,

Ratnagiri, Maharashtra, India, 415722

Place: Ratnagiri Dated: August 29, 2024