Your Directors are pleased to present the Thirty Eighth (38^th) Annual Report on
business and operations of Carysil Limited ('the Company') together with the Audited
Annual Financial Statements for the financial year ended March 31,2025. This report
states compliance as per the requirements of the Companies Act, 2013 ("the Act"),
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other rules and
regulations as applicable to the Company.

FINANCIAL RESULTS

The summary of Standalone and Consolidated financial performance for the year
under review as compared to the previous financial year are given below:

COMPANY'S PERFORMANCE

On a consolidated basis, the Company has recorded a revenue from operations of
' 815.57 Crore which was increased by 19.28 % as compared to previous year of
' 683.76 Crore. The net profit after tax stood at ' 64.32 Crore in 2024-25 as compared
to previous year ' 58.36 Crore.

On standalone basis, the Company has recorded a revenue from operations of ' 420.31
Crore which was increased by 13.21 % as compared to previous year of ' 371.26 Crore.
The net profit after tax stood at ' 36.90 Crore in 2024-25 as compared to previous year
' 36.27 Crore.

There has been no change in the nature of business of the Company during the financial
year under review, in accordance with Rule 8(5)(ii) of the Companies (Accounts) Rules,
2014.

DIVIDEND AND RESERVES

Considering the consistent financial performance of your Company and promising
future prospects while retaining capital to maintain a healthy Capital Adequacy Ratio
and to support future growth, your Directors are pleased to recommend for approval
of Members a final dividend of ' 2.4/- (Rupees Two and Forty Paise Only) per equity
share of face value of ' 2/- each, i.e. 120% for the financial year ended March 31,2025.

The Board has recommended the final dividend based on the parameters laid down in
the Dividend Distribution Policy and the dividend will be paid out of the profits of the
year.

The said dividend, if approved by the Shareholders at the ensuing Annual General
Meeting ("AGM") will be paid to those Members whose name appears on the register
of Members (including Beneficial Owners) of the Company as at the end of Wednesday,
September 17, 2025. The said dividend, if approved by the Shareholders, would involve
cash outflow of ' 6.83 Crore approx.

The Company proposes to transfer sum of ' 10 Crore to the General Reserves.

In view of the applicable provisions of the Income Tax Act, 1961, the dividend paid or
distributed by the Company shall be taxable in the hands of the shareholders. Your
Company shall, accordingly, make the payment of the final dividend after deduction of
tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Director
of the Company had formulated a Dividend Distribution Policy. The said policy is
available on the website of the Company at Dividend Distribution Policy.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any
deposits from the public and members within the meaning of Section 73 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014.

CHANGES IN SHARE CAPITAL

As on March 31, 2025, the Issued and Paid-up Share Capital of the Company stood
at ' 5,68,31,212/- divided into 2,84,15,606 fully paid up equity shares of face value of
' 2/- per share. The following allotments took place during the year under review:

a) Employee Stock Option Plan

During the year under review, the Nomination and Remuneration Committee of the
Board had issued and allotted 29,325 Equity Shares of ' 2/- each fully paid to its
employees against exercise of equal number of stock options pursuant to Acrysil
Limited - Employees Stock Option Plan 2021. The said Scheme has been posted
on the website of the Company at www.carysil.com

As required under SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB Regulation”), a disclosure is given as Annexure I to this
Report. The same is posted on the website of the Company at www.carysil.com

b) Qualified Institutions Placement (QIP)

Details of Qualified institutions placement of equity shares of face value of ' 2
under the provisions of Chapter VI of Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended

(the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act,
2013. The gist of Qualified institutions placement (QIP) are given below:

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitment affecting financial position of the Company which
have occurred between the end of the financial year, to which the financial statement
relates, and the date of the Report:

1. Allotment of Equity Shares under Acrysil Limited - Employees Stock Option Plan
2021 (ESOP):

On May 15, 2025, the Company issued and allotted 27,000 equity shares to eligible
employees against exercise of equal number of stock options under the Acrysil
Limited - Employees Stock Option Plan 2021 (ESOP). Detailed information about
the ESOP, including the vesting period and exercise price, can be found in the
Corporate Governance Report.

These activities have resulted in an increase in the Company's equity base,
underscoring our commitment to the growth and value creation for our
shareholders.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year, as stipulated under the
SEBI Listing Regulations is presented in a separate section, forming part of the Annual
Report.

CREDIT RATING

The ratings given by ICRA, a Credit Rating Agency on the Long-Term bank facility(ies)
of the Company is ICRA A (Stable) and Short-Term bank facility(ies) of the Company is
ICRA A2 . There was no revision in the said ratings during the year under review.

SUBSIDIARIES

As on March 31, 2025, the Company has thirteen (13) subsidiaries, including five (5)
overseas subsidiaries, four (4) step down overseas Subsidiaries and four (4) Indian
Subsidiaries.

In accordance with Section 129(3) of the Act and Regulation 34 of the SEBI Listing
Regulations, the Consolidated Financial Statements of the Company have been
prepared and are forming part of this Annual Report. A statement containing salient
features of the Financial Statements of subsidiary, joint ventures and associate
companies are stated in the prescribed Form AOC-1 which is attached at the end of
the Financials which forms part of the Annual Report. The statement also provides
details of the performance and the financial position of each of the subsidiaries, joint
ventures and associates. The consolidated financial statements presented in this
Annual Report include financial performance and financial position of the subsidiaries.

The policy for determining material subsidiaries of the Company is available on the
Company's website at Determine Material Subsidiary

Performance Highlights

The Company has Nine (9) operating subsidiary companies including step down
subsidiaries.

The performance highlights of subsidiaries and their contribution to the overall
performance of the Company during the financial year ended March 31, 2025 are as
under:

BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL
Composition

Your Company's Board is duly constituted and is in compliance with the requirements
of the Act, the SEBI Listing Regulations and provisions of the Articles of Association
of your Company. Your Board has been constituted with requisite diversity, wisdom,
expertise and experience commensurate to the scale of operations of your Company.

Board Meetings

During the year under review, Eight (8) Meetings of the Board of Directors were held. A
detailed update on the Board, its composition, governance of committees, number of
Board and Committee meetings held during 2024-25 and attendance of the Directors
thereat, is provided in the Report on Corporate Governance, which forms part of this
Annual Report.

Changes in Board Composition

Details of changes in the Board Composition during the year under review are as under:

Other Information

Other details pertaining to the Directors, their appointment / cessation during the year
under review and their remuneration are given in the Corporate Governance Report
annexed hereto and forming part of this Report.

Director seeking appointment / re-appointment

In accordance with the provisions of Section 152 of the Act read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the
Company, Mr. Chirag Parekh (DIN: 00298807) Chairman and Managing Director of
the Company, will retire by rotation at the ensuing AGM and being eligible, has offered
himself for reappointment. The Board, on the recommendation of the Nomination &
Remuneration Committee, recommended his re-appointment at the ensuing AGM.

The brief details of Mr. Chirag Parekh to be reappointed as directors, required under
Secretarial Standard 2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the SEBI Listing Regulations is provided in the Notice of ensuing AGM
of the Company.

Key Managerial Personnel

As on March 31,2025, Mr. Chirag Parekh, Chairman and Managing Director, Mr. Anand
Sharma, Executive Director & Group Chief Financial Officer and Mrs. Reena Shah,
Company Secretary and Compliance Officer are the Key Managerial Personnel of
your Company in accordance with the provisions of Section 2(51) read with Section
203 of the Act read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. During the year under review, there has been no change in the
Key Managerial Personnel of the Company by way of resignation.

Declaration of Independence by Independent Directors & adherence to the Company's
Code of Conduct for Independent Directors

All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down
under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)
(b) of the SEBI Listing Regulations and have complied with the Code of Conduct of
the Company as applicable to the Board and Senior Managerial Personnel. In terms

of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.
The Company has received confirmation from all the Independent Directors of their
registration on the Independent Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

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

The details of the Committees along with their composition, number of meetings held
and attendance at the meetings are provided in the Corporate Governance Report.

Compliance with Secretarial Standards

During the year under review, your Company has duly complied with the applicable
provisions of the Revised Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS- 2) issued by the Institute of Company Secretaries of
India (ICSI).

Policies on the appointment of Directors and their Remuneration

The Board recognises the importance of having a diversified board viz constructive
discussion, better decision making and long-term value creation for all the

stakeholders. In order to ensure diversity, standardise the process of selection of an
individual at the Board or senior management level and pursuant to the provisions
of Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations,
the Company has formulated and adopted a Nomination & Remuneration Policy on
appointment and remuneration of directors, senior management and Key Managerial
Personnel including criteria for determining qualifications, positive attributes,
independence of a director and other matters. The Nomination and Remuneration
Policy is available on the website of the Company at Nomination and Remuneration
policy

We affirm that the remuneration paid to the directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.

Annual Evaluation by the Board

The Nomination and Remuneration Committee (NRC) has approved a framework
/ policy for performance evaluation of the Board, Committees of the Board and the
individual members of the Board (including the Chairperson) which includes criteria for
performance evaluation, which is reviewed annually by the Committee. A questionnaire
for the evaluation of the Board, its committees and the individual members of the
Board (including the Chairperson), designed in accordance with the said framework
and covering various aspects of the performance of the Board and its Committees,
including composition and quality, roles and responsibilities, processes and functioning,
adherence to Code of Conduct and Ethics and best practices in Corporate Governance
as mentioned in the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on January 5, 2017 was circulated to the Directors.

The board performance was evaluated on inputs received from all the Directors after
considering criteria as mentioned aforesaid. The performance of the committees
was evaluated by the Board of Directors on inputs received from all the committee
members after considering criteria as mentioned aforesaid. Pursuant to SEBI Listing
Regulations, performance evaluation of independent director was done by the entire
board, excluding the independent director being evaluated. The performance evaluation
of non- independent directors and the board as a whole and Chairman of the Board
was also carried out by the Independent Directors of the Company through separate

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Familiarisation Program for Independent Directors

The Company has developed and adopted structured induction programs for
orientation and training of directors at the time of joining and during their term to
ensure familiarisation of directors with, the management and operations of the
Company including business models, services, products, processes, culture and the
industry in which it operates. A note on the familiarisation programme adopted by
the Company for orientation and training of the Directors is provided in the report on
Corporate Governance, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best
of their knowledge and based on the information and explanations received from your
Company, confirms that:

a. the applicable Accounting Standards had been followed in the preparation of the
annual accounts along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and such
judgments and estimates 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 at the end of the
financial year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

e. the proper internal financial controls were in place and that such internal financial
controls are adequate and were operating effectively; and

f. the system to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE ON NON
DISQUALIFICATION OF DIRECTORS

Ms. Riddhi Shah (COP No.17035), Practicing Company Secretary has issued a
certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none
of the Directors on the Board of your Company have been debarred or disqualified
from being appointed or continuing as Director of companies by the SEBI / Ministry
of Corporate Affairs or any such statutory Authority. The certificate forms part of this
Report.

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors and Auditor's Report

In accordance with the provisions of the Act, M/s. P A R K & Company, Chartered
Accountants (Firm Registration No 116825W) have been appointed as the Statutory
Auditors of the Company, for a period of five years i.e. upto the conclusion of 40^th AGM
to be held for the adoption of accounts for the financial year ending March 31, 2027.
Auditors have confirmed that they are not disqualified from continuing as Auditors of
the Company.

The Auditors' Report does not contain any qualification, observation, adverse remark
or disclaimer.

Cost Auditors

The Company has maintained cost records as specified by Central Government u/s
148(1) of the Act. M/s. S. K. Rajani & Co., Cost Accountants, were appointed as the
Cost Auditor for the financial year 2024-25 to conduct the audit of the cost records
of the Company. However, due to the relocation of the firm to Ahmedabad and with a
view to ensuring continued alignment with the Company's operational requirements
and other relevant factors they have not been reappointed as the Cost Auditor for the
financial year 2025-26.

Further, the board on the recommendation of the Audit Committee, appointed M/s. S
S Puranik & Associates, Cost Accountants (FRN: 100133) as the Cost Auditors for the

Financial Year 2025-26. In terms of the provisions of Section 148(3) of the Act, read
with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration
payable to the Cost Auditor has to be ratified by the Members of the Company.
Accordingly, at the ensuing AGM, the Board seeks ratification of the remuneration
payable to the Cost Auditor for the financial year 2025-26.

Cost records as specified by the Central Government under sub section (1) of Section
148 of the Act are made and maintained by the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed Ms. Riddhi Shah, Company Secretary in Practice to undertake the Secretarial
Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for
the financial year ended March 31, 2025, in the prescribed Form MR - 3 is attached
to this Report as Annexure II. The said Secretarial Audit Report was issued with
qualifications and the management response on the same are detailed in the report
which is self- explanatory.

The Board of Directors, on the recommendation of the Audit Committee, has approved
the appointment of M/s. P C. Shah & Co., Practising Company Secretaries, a proprietary
concern of Mr. Punit Shah (Proprietor), as the Secretarial Auditor of the Company for
a period of five (5) consecutive financial years commencing from the financial year
2025-26 till the financial year 2029-30. Mr. Punit Shah has confirmed his eligibility and
consent for the said appointment, in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance
Report for the financial year ended March 31, 2025, has been submitted to the Stock
Exchanges.

Further, in this regard, please note that the Company does not have any material
unlisted Indian subsidiaries during financial year 2024-25.

Internal Auditors

M/s. PBMN & Co. Chartered Accountants (Firm Regn No. 007878) conducted ar
Internal Audit of the Company for the financial year 2024-25. Auditors suggestions anc
corrective actions thereon are presented to the Audit Committee of the Board.

Details of fraud reported by the Auditors

During the year under review, there were no instances of fraud reported by the
Statutory Auditors, Secretarial Auditor, or Cost Auditor under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca
of the said Act.

INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

In the opinion of the Board, the Company has an Internal Financial Control System
commensurate with size, scale and complexity of its operations. The internal financia
controls are adequate and are operating effectively so as to ensure orderly and efficien
conduct of business operations.

The Act has mandated the Company to have a formal framework of Internal Financia
Controls (IFC) and has also laid down specific responsibilities on the Board, Audi'
Committee, Independent Directors and Statutory Auditors with regard to IFC.

Accordingly, the Company has adopted financial control system and framework tc
ensure:

• The orderly and efficient conduct of its business,

• 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 Board reviews the effectiveness of controls documented as part of IFC framework
and take necessary corrective actions wherever weaknesses are identified as a resul
of such reviews. These have been designed to provide reasonable assurance abou
recording and providing reliable financial and operational information, complying

with applicable statutes, safeguarding assets from unauthorised use, executing
transactions with proper authorisation and ensuring compliance of Corporate Policies

Based on this evaluation, no significant events had come to notice during the yeai
that have materially affected, or are reasonably likely to materially affect, our IFC. The
management has also come to a conclusion that the IFC and other financial reporting
was effective during the year and is adequate considering the business operations of
the Company.

The Statutory Auditors of the Company has audited the IFC with reference to Financia
Reporting and their Audit Report is annexed as "Annexure B" to the Independent
Auditors' Report under Standalone Financial Statements and Consolidated Financia
Statements respectively.

Internal Controls are continuously evaluated by the Internal Auditors and Management
Findings from internal audits are reviewed by the Management and by the Audil
Committee and corrective actions and controls have been put in place wherevei
necessary. Scope of work of Internal Auditors covers review of controls on accounting
statutory and other compliances and operational areas in addition to reviews relating
to efficiency and economy in operations.

During the year, Internal Financial Controls (IFC) testing process was done in order tc
review adequacy and strength of IFC followed by the Company. As per the assessment
there are no major concerns and controls are strong.

The Board has also put in place requisite legal compliance framework to ensure
compliance of all the applicable laws and those systems are adequate and operating
effectively.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Act and Rules framed thereunder
your Company has adopted a policy for Corporate Social Responsibility (CSR) and the
Board has constituted a Committee for implementing the CSR activities. Composition
of the Committee and other details are provided in the Corporate Governance Report. In
the financial year 2024-25, the Company has undertaken various CSR activities directly
and/or through implementing agency and the projects undertaken by the Company are

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under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in
"Annexure III", forming part of this report.

RISK MANAGEMENT

In compliance with Regulation 21 of the SEBI Listing Regulations, a Risk Management
Committee has been constituted by the Board. The Risk Management Committee is
entrusted with roles and powers as specified in Part D of Schedule II of SEBI Listing
Regulations.

The Company has laid out a risk management policy which can be accessed at Risk
Management Policy for identification and mitigation of risks. The Company has also
constituted a Risk Management Committee which is chaired by the Managing Director
and has Senior Leadership of the Company as its members. The Management Risk
Committee identifies the key risks for the Company, develops and implements the risk
mitigation plan, reviews and monitors the risks and corresponding mitigation plans on
a regular basis and prioritises the risks, if required, depending upon the effect on the
business/reputation. In the opinion of the Board, there are no risks at present which
may threaten the existence or continuity of the Company."

The other details in this regard are provided in the Report on Corporate Governance,
which forms a part of this Annual Report.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration under Section 197 of the Act and Rule
5(1) and Rules 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('Rules'), is attached to this Report as Annexure IV.

INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate cover
has been taken for all movable and immovable assets against unforeseeable perils
like fire, riot, earthquake, floods, terrorism etc. and other risks which are considered
necessary by the management. In addition to this coverage, a statutory Public Liability
Insurance Policy has been taken to cover the Company for providing against the public
liability arising out of industrial accidents for employees working in plants.

RELATED PARTY TRANSACTIONS

All the related party transactions entered during the financial year were at arm's length
basis and in the ordinary course of the Company's business. All such contracts or
arrangements were entered into only with prior approval of the Audit Committee.
Omnibus approval was obtained for the transactions of repetitive nature. In compliance
with the requirement of SEBI Listing Regulations, names of related parties and details
of transactions with them have been included in notes to the financial statements
provided in this Annual Report.

During the year under review, the Board of Directors based on recommendations of
the Audit Committee approved and took note of the revision to the Policy on dealing
with and materiality of Related Party Transactions and framework for transaction with
related parties of the Company in terms of amendments to the law and further enhance
the governance mechanism. The Policy on Materiality of Related Party Transactions
and dealing with Related Party Transactions are available on the Company's website
at Material RPT Policy.

There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large and thus,
a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not
required.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in Form MGT 7 in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules,
2014, is available on the website of the Company at Annual Return.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate
Governance, reinforcing the valuable relationship between the Company and its
Stakeholders.

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on
Corporate Governance has been included in this Annual Report along with a certificate

from the Statutory Auditors of the Company regarding the compliance with the
provisions of the Corporate Governance.

All Board members and senior management personnel have affirmed compliance with
the Code of Conduct for the year 2025-26. A declaration to this effect signed by the
Chairman & Managing Director of the Company is contained in this Annual Report.

CHAIRMAN & MANAGING DIRECTOR (CMD) AND CHIEF FINANCIAL OFFICER
(CFO) CERTIFICATE

In compliance with the SEBI Listing Regulations, the Company have obtained the
compliance certificate outlined in Part B of Schedule II from Mr. Chirag A. Parekh,
Chairman and Managing Director and Mr. Anand Sharma, Executive Director and
Group Chief Financial Officer for the financial year 2024-25, affirming the accuracy and
completeness of the Financial Statements and associated matters. This certificate is
included as an integral component of this annual report.

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe
operations. Your Company endeavours that the conduct of all operations is in such
manner so as to ensure safety of all and compliance of statutory and industrial
requirements for environment protection and conservation of natural resources to the
extent possible.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Business Responsibility
and Sustainability Report covering disclosures on the Company's performance
on Environment, Social and Governance parameters for 2024-25 is attached and
forms part of this Report and also available on the Company's website at Business
Responsibility and Sustainability Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has implemented a Vigil Mechanism Policy, also known as the
Whistleblower Policy, to address instances of fraud and mismanagement. This
policy empowers the Company's stakeholders to report genuine concerns regarding

unethical behavior, suspected fraud, or breaches of the Code of Conduct. Additionally, it
facilitates the reporting of incidents or suspected leaks of unpublished price- sensitive
information.

This policy ensures the strict confidentiality of whistleblowers while handling their
concerns and stipulates non-discriminatory treatment for individuals raising genuine
concerns. Moreover, it includes a provision for direct access to the Chairman of the
Audit Committee in emergency cases. The Vigil Mechanism/Whistleblower Mechanism
Policy is publicly accessible on the Company's website at Vigil Mechanism Policy

During the year under review, Nil complaint pertaining to the Company were received
under the Whistle Blower mechanism.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ('ICC') is in place for all works and offices of the Company to redress
complaints received regarding sexual harassment.

Further,

1. The number of sexual harassment complaints pending at the beginning of the
year - NIL

2. The number of sexual harassment complaints received during the year - NIL

3. The number of such complaints disposed of during the year - NIL

4. The number of cases pending for a period exceeding ninety days - NIL

MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including the amendments therein. Appropriate benefits and facilities have been
extended to eligible women employees as per the applicable laws.

UNCLAIMED DIVIDEND

In terms of applicable provisions of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), unclaimed dividend amounting to ' 8.99 Lakhs was transferred by the
Company to the Investor Education and Protection Fund ("IEPF"), established by the
Government of India, during the year under review.

Further, 7770 shares were transferred to the demat account of the IEPF Authority
during the year under review, in accordance with the IEPF Rules, as the dividend(s) has
not been claimed by the shareholders on those shares for 7 consecutive years or more.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE COMPANIES ACT,
2013

The information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be given under Section 134 of the Act,
read with the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms
part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has extended a loan to its wholly owned subsidiary and renewed/
enhanced a corporate guarantee in favour of a subsidiary company to support their
business requirements. These transactions fall within the limits already approved by
the shareholders under Section 186 of the Companies Act, 2013, and have been made
in compliance with the applicable provisions of the Act.

The loan to the wholly owned subsidiary is exempt from certain requirements under
Section 186(3), while the guarantee extended to the subsidiary company is within the
approved limits and in accordance with the law.

These transactions have been appropriately disclosed in the financial statements.
Further, as mandated under Rule 12(1C) of the Companies (Accounts) Rules, 2014 (as
amended), the requisite particulars shall also be disclosed in the extract of the Board's
Report to be filed in Form AOC-4.

HUMAN RESOURCE

Your Company firmly believes that Human Resource function is closely integrated with
the business and has been an important pillar supporting growth aspiration.

The function focuses on Leadership Development, Succession Planning and Skills
& Competency Development. At Carysil, the Human Resource function is a business
partner that focuses on improving the way of life, work culture, employee engagement,
productivity, effectiveness and efficiency. The Company believes in developing an
engaged, efficient and committed employee base that is aware and empowered.
Employee Engagement Programs are integral part of the function and are designed
in a manner that keeps motivational levels high and they range from competitive
sports to celebration festivals, cultural events to recognition through rewarding for
exceptional achievement. Company also conducts in-house training programs to
develop leadership as well as technical /functional capabilities in order to meet future
talent requirements. Industrial relations were cordial throughout the year.

GENERAL

Your directors state that no disclosures or reporting is required in respect of the
following items, as the same is either not applicable to the Company or relevant
transactions/events have not taken place during the year under review.

1. The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.

2. I ssue of Shares (including sweat Equity shares) to employees of the Company
under any Scheme save and except Employee Stock Option Scheme and Qualified
Institutional Placement referred to in this Report.

3. There is no application/proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review. Further, there are no instances of one¬
time settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

Your Directors would like to thank all the stakeholders viz., Consumers, Shareholders,
Employees, Government, Suppliers, Business Partners, Bankers and all other Business
Associates for their continuous support to the Company and its Management.

By Order of the Board of Directors
For Carysil Limited

Chirag A. Parekh

Chairman and Managing Director
DIN: 00298807

Place: Bhavnagar
Date: August 12, 2025

Registered Office:

A-702, Kanakia Wall Street, Andheri - Kurla Road,

Andheri (East), Mumbai - 400 093.

Tel.: 022 4190 2000

CIN: L26914MH1987PLC042283

Email: investors@carysil.com Website: www.carysil.com