The Board of Directors present the Company’s Forty First Annual Report along with the Audited Financial Statements for the
financial year ended March 31,2025.

Financial Summary - Standalone and Consolidated

Financial Performance - Standalone

On a Standalone basis, the revenue from operations and
other income increased to ' 2409 Crores for FY 2024-25
from ' 1697 Crores in FY 2023-24. Loss before Tax for FY
2024-25 was ' 112 Crores against ' 156 Crores loss in FY
2023-24.

Financial Performance - Consolidated

On a consolidated basis, the revenue from operations and
other income stood at ' 4393 Crores for FY 2024-25 against
' 4003 Crores for FY 2023-24. Loss Before Tax for FY 2024¬
25 was '169 Crores against ' 226 Crores in FY 2023-24.

Dividend and Transfer to Reserves

Considering the loss incurred for the FY 2024-25, the
Directors have decided not to recommend any dividend for
the FY 2024-25. The Directors also do not recommend any
transfer to reserves.

Share Capital

The Company’s paid-up equity share capital stood at ' 79.06
Crores as on March 31, 2025, consisting of 15,81,09,574
equity shares of '5/- each. There is no change in the share
capital of the Company.

Borrowings

The total borrowings, including interest accrued, on a
consolidated basis stood at ' 1840.60 Crores as on March
31,2025 as against ' 1542.28 Crores as on March 31,2024.

Capacity Expansion

During the year, the Company commissioned Phase 2
multipurpose facility for Custom Manufactured Chemicals
at Berigai.

Statement of Company's Affairs

Chemplast Sanmar Ltd (CSL) is a leading Speciality
chemicals manufacturer in India with focus on Speciality
Paste PVC resin and custom manufacturing of starting
materials and intermediates for pharmaceutical, agro¬
chemical and fine chemicals sectors. CSL is the largest
manufacturer of Speciality Paste PVC resin in India. In
addition, CSL is also the fourth largest manufacturer of
Caustic Soda and the largest manufacturer of Hydrogen
Peroxide in South India and the oldest manufacturer of
Chloromethanes in India.

I. Speciality Chemicals
PVC Paste Resin

(FY = Financial Year and Q=Quarter)

The domestic demand for Speciality Paste PVC Resin
in FY 2024-25 registered a healthy growth of 9%,
growing from 161 kt in FY 2023-24 to 176 kt in FY
2024-25. With additional volume from the new facility
at Cuddalore, the Company registered a growth of 26%
in sales volumes, registering market share of 55% (up
from 44% last year).

Indian demand for artificial leather grew on the back
of growth of allied industries and consumer spending
in India for footwear and other essential items of daily
use.

The demand in US and Europe was weak due to high
inflationary pressures and rising interest rates while
Chinese demand was also lower than usual due to the
country’s economic downturn. The Russia-Ukraine
war also affected the sales by European producers into

Russia, resulting in more quantities being dumped into
India.

The Company has been working with the regulatory
authorities to counter this very serious problem of
dumping. During the year, anti-dumping duties have
been imposed on imports from a few countries and
another investigation is ongoing on dumping from
certain other countries.

The new Paste PVC facility at Cuddalore was
commissioned towards the end of the last financial
year. This year, the operations of this new facility have
been steadily ramped up and have reached 100% by
the end of the year.

The Company recorded the highest ever production
and sale of Speciality Paste PVC Resin during FY
2024-25, with a 26% growth in Sales volumes for FY
2024-25.

Custom Manufactured Chemicals

The Custom Manufactured Chemicals business
manufactures advanced intermediates for global
innovators and originators in the Pharmaceutical and
Agrochemical markets. The Company markets unique
chemistry and process capabilities to its customers
based on which customers approach the Company
with projects for products that they wish to outsource.
Therefore, unlike other chemical companies, the
Company does not have a catalogue of products to
sell. The Company is well renowned in the industry for
its ability to handle various chemistries and chemicals.
The Company offers a world-class research and
development capability combined with a broad range
of chemical technologies at production scale.

In addition, the Company is also well known for
its Environmental and Safety stewardship. In fact,
customers use this as the first criterion for screening
before they decide to work with a supplier. The
Company is also unique in having, internally, access
to many basic starting materials important for this
business - such as Caustic, Chlorine, Hydrogen &
Chloromethanes as also the ability to handle gases like
Ethylene.

The Company has long-standing partnerships and
relationships with global innovator companies in
the agro chemical and pharmaceutical space. The
Company focusses on engaging with its customers at
an early stage of the life cycle of a product to ensure
this. Global innovator companies are increasing
their outsourcing pie constantly. This, together with

the China 1 strategy of the innovators, is resulting
in increased enquires for Indian players including
Chemplast Sanmar.

Due to its efforts over the years in building relationships
and partnerships, the Company has a strong pipeline of
products under various stages of development. Many
of these will require the Company to make investments
in new capacity in the coming months and years. The
Company has already committed to invest to set up a
world class facility to accommodate the new product
pipelines. Phase 1 of the new production block was
successfully commissioned in FY 23-24 and Phase 2
was commissioned in December 2024. Apart from this,
the Company had commissioned a new R&D block
this year. This year, the Company has signed multiple
letters of intent with global agrochemical innovators
for the manufacture of advanced intermediates.

During the year, in spite of ongoing weak global
demand and inventory rationalisation in speciality
chemicals, Company saw strong ongoing demand for
the new molecules which were commercialised during
last year.

II. Value added Chemicals
Chloromethanes

During FY 2024-25, more capacities for
Chloromethanes were added in the country, especially
in South India, thereby increasing the supply in the
market.

The demand for Methylene dichloride was stable
during the year from both Pharma and Polyurethane
foam segments, and grew by 6% to reach 425
KT. Though end product demand for Methylene
dichloride from the key sectors was stable, the
excess supply scenario severely impacted domestic
prices. On a positive note, the shift in refrigerant gas
demand from HydroChloroFluoro Carbons (HCFC) to
HydroFluoroCarbons (HFC) is likely to increase the
demand for Methylene Chloride in the coming years.

Chloroform too witnessed headwinds despite near
normal demand from key sectors like Pharma,
Footwear, Polymer and Adhesives, due to excess
availability of material in the domestic market.
Demand from the refrigerant gas segment dropped by
50% starting January 2025, in line with the Montreal
Protocol quota reduction for HCFC - 22. Prices of
Chloroform continued to remain low following intense
competition from domestic players for the available
market besides regular import arrivals in bulk.

The market demand for Carbon tetrachloride (CTC)
during the year remained stable. Increased supply
forced producers to adjust prices downwards through
the year. During the coming year, recovery in synthetic
pyrethroids demand is expected to help stabilise the
market prices for CTC.

Caustic Soda

Being a very basic alkali with a strong correlation
between economic activity and consumption, Caustic
Soda witnessed a steady demand during the year,
driven largely by the Alumina and Paper and Pulp
sectors. Prices by and large remained stable to bullish
for most quarters of FY 2024-25. This was mainly due
to stronger Asian prices for Caustic Soda, driven by
weaker demand for chlorine derivatives. Indian players
were able to take advantage of stronger international
prices, and exported to the Middle East, Africa and
South East Asia. Demand from Textile segment
improved during the year.

Prices for caustic saw a jump of around 20% through
FY 2024-25 in North East Asia, from $400 pdmt to
$485 pdmt. The prices appear to have peaked during
Q4 FY25. 2025-26 has started with trade uncertainties
between different geographies, which is expected to
soften demand across different segments and thus
prices.

Hydrogen Peroxide

The Hydrogen Peroxide market saw capacity addition
during the second half of the year by competition.
Increased volumes of Hydrogen Peroxide were
imported into India from Bangladesh, following
political developments impacting demand in that
country. These increased volumes put pressure on
prices in India.

The demand from Paper and Pulp, Textile segments
were stable to strong through the year. The increased
availability from new capacity and lower price imports
from Bangladesh would continue to remain a challenge
for the industry during FY 2025-26.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Company’s wholly owned subsidiary, CCVL,
incurred a Loss before tax of ' 56 Crores for FY 2024¬
25 against ' 69 Crores loss for FY 2023-24. The Loss
after tax for FY 2024-25 was ' 44 Crores, as against
loss of ' 54 Crores in FY 2023-24.

CCVL is the second largest manufacturer in India

of Suspension PVC resin. The domestic demand of
Suspension PVC in FY 2024-25, at 4.38 Million mt, was
healthy, registering a year-on-year growth of close to
7.5%. Import in India touched a new high of 2.89 Million
mt in the year, up by around 0.3 Million mt compared
to the previous year. While the year started well with
prices improving till July, prices quickly started to fall
subsequently and remained depressed for the rest
of the year as the demand in the rest of the world
remained weak for a variety of reasons. There was a
flood of low-priced imports into India, particularly from
China. This led to a situation where market sentiments
in India tended towards maintaining low inventory in
the anticipation of further price decreases. Margins
were therefore adversely impacted, though there was
a marginal improvement as compared to the previous
year. The domestic Suspension PVC industry has
represented to the Government for the imposition of
anti-dumping duties and the Company is confident
that these efforts will bear fruit in the year ahead.

Agreements - Green Energy (Wind and Solar)

In February 2025, the Company and its wholly owned
subsidiary (WOS) Chemplast Cuddalore Vinyls Limited
(CCVL) had entered into Power Purchase Agreement
with JSW Green Energy Nine Limited (SPV) and a
Share Subscription and Shareholders’ Agreement with
JSW Neo Energy Limited and JSW Green Energy Nine
Limited. These Agreements, entered into under Group
Captive Power Scheme, would enable the Company
and CCVL to source environment friendly Green
Energy (Wind and Solar) for captive consumption on a
long-term basis and would help in reducing the energy
costs of the Company and CCVL significantly in the
years to come.

Management Discussion and Analysis Report

Pursuant to Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and
Analysis Report for the year under review, is presented
in a separate section as Exhibit A, forming part of the
Annual Report.

Corporate Governance Report

The report on corporate governance along with a
certificate from the Practising Company Secretary as
required under the Listing Regulations is annexed to
this Report as Exhibit B.

The Managing Director and the Chief Financial Officer

have submitted a certificate to the Board regarding the
financial statements and other matters as required
under Regulation 17(8) read with Schedule II of Part
B of the Listing Regulations which is annexed to the
report on corporate governance.

The Board and senior management personnel have
affirmed that they have complied with the Code
of Conduct of the Company. A declaration from
Mr Ramkumar Shankar, Managing Director, as required
under Regulation 34(3) and Schedule V (D) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 to this effect is annexed to the
report on corporate governance.

Business Responsibility and Sustainability Report

In terms of Regulation 34 (2) (f) of the Listing
Regulations, Business Responsibility and Sustainability
Report is presented in a separate section, forming part
of this Report as Exhibit C.

Safety and Environment

The Company is systematically working towards
creating a "Zero Harm Culture" by implementing
various standards like ISO 45001, Responsible Care
Codes, Process Safety Management and Behaviour
Based Safety practices.

A. Responsible Care Codes: It is a voluntary
initiative, which goes beyond legislative and
regulatory compliance and commits companies
towards continual improvement in Safety, Health
and Environment. This consists of 7 codes.

Responsible Care Codes

1. Process Safety Code: Helps in establishing
risk-based awareness of the safety impacts
due to technology, facilities and personnel.

2. Employee Health and Safety Code: Enables
achieving Zero accidents and Zero injuries or
harm to human health and the environment.

3. Pollution Prevention Code: Achieves
ongoing reductions in the amount of all
contaminants, and pollutants released to
the air, water and land.

4. Emergency Response Code: Guide
companies to prepare a set of detailed
emergency plans, based on potential risks a
facility might face.

5. Distribution Code: To prevent or mitigate

the consequences of incidents during
distribution activities to the General public,
Environment, Employees customer etc.

6. Product Safety and Stewardship Code: To

understand, manage and communicate
the health and environmental impacts of
chemical products.

7. Security Code: To reduce the potential
for theft and subsequent misuse, the
intentional release of chemicals or sabotage
of chemical processes causing a release in
fixed facilities.

B. SANSAFE - Transforming Safety Culture:

The Company has engaged the reputed agency
DSS (formerly called as Dupont Sustainable
Solutions) to implement Risk Based Process
Safety Management and Behaviour Based Safety
Management with the view of Transforming
Safety Culture to the highest level.

C. Safety Performance:

The Company continues to focus on leading
indicators such as hazard reporting and
elimination, near miss reporting, employee's
suggestions to improve process safety and work
place safety. Software has been implemented to
aid the above.

D. Awards

• Mettur Plant III has received the "Sword of
Honour" for Occupational Health and Safety
Performance from British Safety Council in
October 2024.

• Chemplast Sanmar has received "ICC-
EPSILON CARBON" Certificate of Merit for
Best Compliant Company for Distribution
code from Indian Chemical Council.

Finance

The Company has established a good track record
with the Bankers and Financial institutions, thereby
enjoying their full confidence.

During the last week of December 2024, CRISIL
Ratings reaffirmed Chemplast Sanmar Limited's and
its wholly owned subsidiary, Chemplast Cuddalore
Vinyl Limited's credit ratings to AA- (long term), with
outlook reaffirmed "Negative" as earlier. CRISIL has
also reaffirmed short term rating of A1 , which is the
highest rating possible.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the
Listing Regulations, 2015, as amended, the Board
of Directors has approved the Dividend Distribution
Policy and the said Policy is available in the following
link https://www.chemplastsanmar.com/downloads/
i n vestor- relations/csl-pol icies/d i vidend-distri bution-
policy.pdf

Change in the Nature of Business

There was no change in the nature of business of the
Company during the financial year.

Risk Assessment and Management

The Company has a well-defined Risk Management
System. The Board of Directors have constituted a
Risk Management Committee to monitor and oversee
the Risk Management System. The composition of the
Risk Management Committee, terms of reference and
number of committee meetings held during the year
under review are given in the Corporate Governance
report.

The Risk Management Policy of the Company, as
recommended by the Risk Management Committee
and approved by the Board of Directors of the
Company, can be accessed in the Company’s website
using the link https://www.chemplastsanmar.com/
d own load s/in vestor-relations/csl-policies/risk-
management-policy.pdf. The Risk Management
System of the Company ensures that all risks that the
organisation faces including strategic, financial, credit,
operational, market, liquidity, security, property, legal,
regulatory, IT, reputational and other risks are identified
and the impact assessed. Mitigation plans are then
drawn up and these plans are effectively reviewed and
implemented.

Internal Control Systems

Adequate internal controls, systems, and checks
are in place, commensurate with the nature of the
Company’s business and size. The management
exercises financial control on the operations through
a well-defined budget monitoring process and other
standard operating procedures.

Internal audit for the year 2024-25 was carried out
by RGN Price & Co, Chartered Accountants, covering
all significant areas of operations. All significant
observations of the Internal Auditors are placed before
the Audit Committee, together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy
and adequacy of internal control in the Company,
and compliance with operating systems, accounting
procedures and policies at all locations of the
Company. Based on the reports of Internal Auditors,
the management undertakes appropriate corrective
action in their respective areas.

Internal Financial Control over Financial Reporting

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
Such controls have been assessed during the year
taking into consideration the essential components of
internal controls stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting
issued by The Institute of Chartered Accountants
of India. Based on the results of such assessment
carried out by management with the help of the
internal auditors, no reportable material weakness or
significant deficiencies in the design or operation of
internal financial controls were observed.

Deposits

During the year under review, the Company has not
accepted any public deposit within the meaning of
the provisions of The Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014 and
as on March 31,2025, the Company did not have any
outstanding public deposit.

Particulars of loans, guarantees or investments
under Section 186 of the Companies Act, 2013

Particulars of investments and guarantees under
Section 186 of the Companies Act, 2013 are given in
the Notes forming part of the Financial Statements for
the year ended March 31,2025.

The Company has not given any loans under the
provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

Consolidated Financial Statements are prepared
by the Company in accordance with the applicable
Indian Accounting Standards (Ind AS) issued by the
Ministry of Corporate Affairs and the same together
with Auditors’ Report thereon form part of the Annual
Report. The financial statements have been prepared
as per Division II of Schedule III issued by the Ministry
of Corporate Affairs vide its Notification dated April
6,2016 as amended from time to time.

Subsidiary

Chemplast Cuddalore Vinyls Limited continues to
be the wholly-owned subsidiary of the Company.
The details on operations / performance of the said
subsidiary during the year under review are given
hereinabove.

Pursuant to the requirements of Regulation 34(3)
read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015, the
details of investments made in the subsidiary and the
details of guarantees issued by the Company to the
lenders of the wholly-owned subsidiary have been
furnished in the Notes forming part of the Accounts.

A statement containing the salient features of the
financial statements of the Company’s wholly-owned
subsidiary under the provisions of Section 129(3)
of the Companies Act 2013 read with Rule 5 of the
Companies (Accounts) Rules 2014 has been annexed
in prescribed Form AOC 1 as Annexure 6.

The audited financial statements of the wholly-owned
subsidiary Company are placed on the Company’s
website www.chemplastsanmar.com

The Company does not have any joint venture or
associate Company during the year or at any time after
the closure of the year and till the date of the report.

Related Party Transactions

There are no contracts / arrangements / transactions
which are not at arm’s length basis and there are no
material contracts / arrangements / transactions.
Accordingly, particulars of contracts or arrangements
with related parties referred to in Section 188 (1) along
with the justification for entering into such contract or
arrangement in Form AOC-2 does not form part of the
report.

The Policy on Related Party Transactions as approved
by the Board is uploaded on the Company’s website
and is available in the following link https://www.
chemplastsanmar.com/downloads/investor-
relations/csl-policies/related-party-transaction-
policy.pdf

Significant and Material Orders passed by the
Regulators or Courts or Tribunals impacting the
going concern status of the Company

There were no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company and
Company’s operations in future.

Material Changes and Commitment affecting the
financial position of the Company that occurred after
March 31, 2025

There were no material changes and commitments
affecting the financial position of the Company, which
have occurred between the end of the financial year to
which the Financial Statements relate to and the date
of this report.

Directors and Key Managerial Personnel

Mr Sumit Maheshwari (DIN:06920646) Non-Executive
Director, is liable to retire by rotation pursuant to Section
152 (6) of the Companies Act, 2013. Being eligible, he
offers himself for re-appointment. As recommended
by the Nomination and Remuneration Committee of
Directors, the Board of Directors at its meeting held
on May 13, 2025 has approved his reappointment,
liable to retire by rotation and recommended to
the Shareholders for their approval at the ensuing
41^st Annual General Meeting.

The Board of Directors, at its meeting held on May
13, 2025, on the recommendation of Nomination
and Remuneration Committee has approved the
appointment of Mr Vikram Taranath Hosangady

(DIN: 06920646) as a Non-Executive and Independent
Director of the Company for a term of five (5)
consecutive years, subject to the approval of

shareholders at the ensuing 41 ^st Annual General
Meeting of the Company. Mr Vikram Taranath

Hosangady has also submitted declaration stating
that he meets the criteria of independence as

provided in Section 149(6) of the Companies Act,
2013 and under the applicable Regulations of Listing
Regulations. The Company has received a notice
under Section 160 of the Companies Act, 2013 from a
member of the Company, proposing the appointment
of Mr Vikram Taranath Hosangady as a Non-Executive
Independent Director of the Company for a term of five
(5) consecutive years, not liable to retire by rotation.

The Independent Directors of the Company have
submitted declarations stating that they meet the
criteria of independence as provided in Section 149(6)
of the Companies Act, 2013. Based on the declarations
received from all the Independent Directors and in the
opinion of the Board, all the Independent Directors
possess integrity, expertise, experience and proficiency
and are independent of the management.

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 read with the rules thereunder,
the Key Managerial Personnel (KMP) of the Company

are Mr Ramkumar Shankar, Managing Director,
Mr N Muralidharan, Chief Financial Officer and Mr M
Raman, Company Secretary. They are also the KMPs of
the Company’s wholly-owned subsidiary, Chemplast
Cuddalore Vinyls Limited.

Directors' Responsibility Statement

To the best of our knowledge and belief and according
to the information and explanations obtained by us,
your Directors make the following statements in terms
of Section 134(3)(c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed by the
Company.

(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 as at March
31,2025 and of the loss of the Company for the
year ended on that date.

(c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities.

(d) The Directors have prepared the annual accounts
of the Company on a going concern basis.

(e) 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.

(f) The Directors have laid down internal financial
controls to be followed and confirm that such
internal financial controls were adequate and
operating effectively.

Number of Board Meetings

During the year, the Board of Directors met Nine
(9) times as per details furnished in the Corporate
Governance Report.

Audit Committee

The Members of the Audit Committee met Six (6) times
during the financial year under review. The details
of the constitution of the Audit Committee, terms of
reference and the meetings held during the financial

year have been stated in the Corporate Governance
Report.

During the year under review, all the recommendations
made by the Audit Committee were accepted by the
Board.

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration
Committee met four (4) times during the financial year
under review. The details of the constitution of the
Nomination and Remuneration Committee, terms of
reference and the meetings held during the financial
year have been stated in the Corporate Governance
Report.

The Policy on formal Annual Evaluation by the Board
can be accessed through the following link https://
www.chemplastsanmar.com/downloads/investor-
relations/csl-policies/2024/Nomination and
Remuneration Policy and Board Evaluation Policy.
pdf

Stakeholders Relationship Committee

The Members of the Stakeholders Relationship
Committee met once (1) during the financial year
under review. The details of the constitution of
the Stakeholders Relationship Committee, terms
of reference have been stated in the Corporate
Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met
two (2) times during the financial year under review.
The details of the constitution of the Risk Management
Committee, terms of reference have been stated in the
Corporate Governance Report.

Corporate Social Responsibility Committee

The Members of the Corporate Social Responsibility
Committee met once (1) during the financial year
under review. The details of the constitution of the
CSR Committee have been stated in the Corporate
Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act,
2013, the Board has carried out evaluation of its own
performance, the Directors individually and evaluation
of working of the committees of the Board during the
financial year 2024-25 as per the criteria laid down
by Nomination and Remuneration Committee. The
evaluation process contained various aspects of the

functioning of the Board and its committees and their
roles, frequency of meetings, level of participation, and
independence of judgement, performance of duties
and obligations.

The Board expressed its satisfaction on the
performance of all the Directors, Board and its
committees which reflected the overall engagement
of the Directors, the Board and its committees of the
Company.

Familiarisation Programme for the Independent
Directors:

The details with respect to familiarisation programme
for the Independent Directors are furnished in the
Corporate Governance Report.

Personnel

I ndustrial relations with employees remained cordial
during the year. Human Resource Development
activities continued to receive considerable attention.
The emphasis was on imparting training and
developing the skill set of employees to enable them
face the challenges in an increasingly complex work
environment.

Particulars of employees

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure 3.

Statement containing particulars of employees drawing
remuneration in excess of limits prescribed under
Section 197 (12) of the Act read with Rule 5 (2) and
5 (3) of the Companies (Appointment and Remuneration
of Managerial Personnel), Rules, 2014 is provided in
the Annexure forming part of this report. In terms of
proviso to Section 136 (1) of the Act, the Report and
Accounts are being sent to the Shareholders excluding
the aforesaid Annexure. The said Statement is open
for inspection. Any member interested in obtaining a
copy of the same may write to the Company Secretary.

Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has complied with the provisions of
Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, in regard to constitution of an internal Committee
as prescribed. During the year, there were no cases

filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
201 3.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism Policy to deal
with an instance of fraud or mismanagement, if any.
The Directors are pleased to report that during the year
under review, no untoward or fraud case was reported.

The Company has adopted an ethical code of conduct
for the highest degree of transparency, integrity,
accountability and corporate social responsibility. Any
actual or potential violation of the Code would be a
matter of serious concern for the Company.

This policy has been formulated with a view:

• To provide a mechanism for employees of the
Company and other persons dealing with the
Company to report to a person nominated by
the Audit Committee, any instance of unethical
behaviour, actual or suspected fraud or violation
of the Company’s Ethics Policy.

• To safeguard the confidentiality and interest of
such employees / other persons dealing with the
Company against victimisation, who notice and
report any unethical or improper practices and

• To appropriately communicate the existence of
such mechanism, within the organisation and to
outsiders and

• To ensure that no personnel is denied access to
the Chairman of the Audit Committee in respect
of reporting any of above instances.

Corporate Social Responsibility (CSR)

In the year under review, the Company continued to
work closely with the communities around its plants,
with an emphasis on making a tangible difference to
their quality of life.

As mandated by the Companies Act, 2013 and the
rules framed thereunder, the Company has formulated
a Policy on CSR and has constituted a CSR Committee
to recommend and monitor expenditure on CSR.

Details of CSR Expenditure, in the prescribed
format, form part of this Report and are enclosed as
Annexure 2.

Statutory Auditors

BSR & Co. LLP Chartered Accountants (Firm
Registration No. 101248W/W-100022) were appointed

CHEMPLAST SANMAR LIMITED

DIRECTORS' REPORT (CONTD.)

as the Statutory Auditors of the Company for a
period of 5 years, from the conclusion of 38^th Annual
General Meeting to 43^rd Annual General Meeting of the
Company, that is, for the Financial Years 2022-23 to
2026-27.

Internal Auditors

RGN Price & Co. LLP Chartered Accountants (Firm
Registration No.002785S) are the Internal Auditors of
the Company.

Cost Records, Audit and Auditor

Pursuant to Section 148(1) of the Companies Act,
2013 and rules thereunder, the Company is required to
maintain cost records/ accounts as specified therein
in respect of its products and the Company maintains
cost records/ accounts in the prescribed format.

As per provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules 2014, the cost audit
records maintained by the Company in respect of the
products of the Company are required to be audited.
The Company had appointed N. Sivashankaran &
Co, Cost & Management Accountants, Chennai (Firm
Registration No. 100662) as cost auditors to audit the
cost accounts of the Company for the Financial Year

2024- 25.

As recommended by the Audit committee, the Board
of Directors at its meeting held on May 13, 2025 has
also approved the appointment of N. Sivashankaran &
Co, Cost & Management Accountants, Chennai (Firm
Registration No. 100662) as cost auditors to audit the
cost accounts of the Company for the Financial Year

2025- 26.

The Cost Auditors have given a Certificate to the effect
that the appointment is within the prescribed limits
specified under Section 141 of the Companies Act,
201 3.

As required under the Companies Act, 2013, the
remuneration payable to the cost auditors for
FY 2025-26 is placed before the Members for their
ratification.

Secretarial Audit

The Board of Directors had appointed B Ravi &
Associates, Company Secretaries in Practice, Chennai
to carry out the Secretarial Audit of the Company
for the Financial Year 2024-25. The Report of the
Secretarial Auditor is annexed herewith as Annexure 4
and forms part of this Report.

Pursuant to Regulation 24A of the Listing Regulations,
the Secretarial Audit Report issued by B Ravi &
Associates, Company Secretaries in Practice, Chennai
to the Company’s material unlisted subsidiary
Chemplast Cuddalore Vinyls Limited is also annexed
herewith as Annexure 5.

Pursuant to the Regulation 24A (1) (b) of SEBI
(Listing obligations and Disclosure Requirements)
Regulations, 2015 read with Section 204 of Companies
Act, 2013 and Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors have appointed B Ravi &
Associates (Firm Registration No. P2016TN052400;
Peer Review Certificate Number 930/2020), Company
Secretaries in Practice, Chennai as Secretarial Auditor
for a term of five (5) years from the Financial Year
2025-26.

Explanations or comments on the qualification,
reservation, adverse remark or disclaimer made by
the Statutory Auditors or by the Company Secretary
in Practice in their report (Secretarial Auditor)

For the year under review, there is no qualification,
reservation or adverse remark or disclaimer made
by the Statutory Auditor or Secretarial Auditor of the
Company. The report of the Statutory Auditor forms
part of the financial statement. The Report of the
Secretarial Auditor is annexed herewith as Annexure 4
and forms part of this Report.

During the year under review, there were no material or
serious instances of fraud falling within the purview of
Section 143(12) of the Companies Act, 2013 and rules
made thereunder by officers or employees reported
by the Statutory Auditor of the Company during the
course of the audit conducted.

Secretarial Standards

The Board confirms compliance with the Secretarial
Standards notified by the Institute of Company
Secretaries of India, New Delhi and applicable to the
Company.

Annual Return

Draft Annual return in Form MGT 7 as on March 31,2025
is available on the Company’s website at https://www.
chemplastsanmar.com/downloads/cslfinancials/
CSL-Extract-of-Annual-Return-MGT-7-2024-25.pdf

Green initiative

The Directors would like to draw your attention to
Section 20 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules

2014, as may be amended from time to time, which
permits paperless compliances and also service of
notice/documents (including annual report) through
electronic mode to its members. To support this green
initiative of the Central Government in full measure, the
Company appeals to all those members who have not
registered their e-mail addresses so far, to register
their e-mail address in respect of electronic holdings
with their concerned Depository Participants and / or
with the Company.

Further, the Company will also send the Annual Report
for the Financial Year 2024-25 to all the shareholders
only through electronic means as per the relaxations
provided by MCA Circulars dated May 5, 2020, January
13, 2021, December 14, 2021, May 5, 2022, December
28, 2022, September 25, 2023 and September 19,
2024 and SEBI Circulars dated May 12, 2020, January
15, 2021, May 13, 2022, January 5, 2023, October 7,
2023 and October 3, 2024 which enhances the Green
initiative measures taken by the Company.

Other disclosures

During the year under review, there were no:

a) Issues of Equity Shares with differential voting
rights, dividend or otherwise as per Section 43(a)
(ii) of the Companies Act 2013;

b) Issues of shares including Sweat Equity Shares
to the employees of the Company under any
scheme as per provisions of Section 54 (1) (d) of
the Companies Act, 2013;

c) Instances of non-exercising of voting rights
in respect of shares purchased directly by
employees under a scheme pursuant to Section
67 (3) of the Companies Act, 2013 and

d) Revisions to the financial statements.

Other Particulars

Additional information on conservation on energy,
technology absorption, foreign exchange earnings and
outgo as required to be disclosed in terms of section
134(3)(m) of the Companies Act, 2013, read with Rule
9 of the Companies (Accounts) Rules 2014 is set out in
Annexure 1 and forms part of this Report.

Acknowledgements

The Board of Directors thank the customers, vendors,
bankers, regulatory and Government authorities,
stock exchanges, business associates and all other
stakeholders for their assistance, support and
cooperation extended. The Directors also thank the
Shareholders for reposing faith on the Company’s
performance. The Board of Directors places on record
its appreciation of the committed service of all the
employees of the Company.

Cautionary Statement

Statements made in the report, including those
stated under the caption "Management Discussion
and Analysis" describing the Company’s plans,
and expectations may constitute, "forward looking
statements" within the meaning of applicable laws and
regulations. Actual results may differ materially from
those either expressed or implied.

For and on behalf of the Board
Vijay Sankar

Chennai Chairman

May 13, 2025 DIN: 00007875