The Directors are pleased to present their report on the
business and operations of your Company along with the
Audited Financial Statements for the Financial Year ("FY")
ended 31st March, 2025.

1. | FINANCIAL HIGHLIGHTS

2. | (A) FINANCIALS

During the 2024-25, on standalone basis revenue
from operations were ' 9,223.16 million as
against ' 7,894.39 million in 2023-24. Profit
Before Tax was ' 3905.50 million as against
' 3,309.81 million in 2023-24. Profit after tax was
' 2,923.02 million as against ' 2,476.88 million
in 2023-24.

During the FY 2024-25, on consolidated basis
revenue from operations were ' 9,666.44 million.
Profit Before Tax was ' 3,567.31 million and
Profit after tax was ' 2644.05 million.

(B) BUSINESS OUTLOOK

Outlook of the Business has been discussed in
the Management Discussion and Analysis which
forms part of this Annual Report.

(C) HIGHLIGHTS OF PERFORMANCE OF
SUBSIDIARY/ASSOCIATE/JOINTVENTURE
COMPANIES

Shareholders are requested to refer
Annexure II (Form-AOC-1) to get the highlights
of performance of subsidiaries and their
contribution to the overall performance of the
Company during the year under review.

3. | DIVIDEND

The Board of Directors at its meeting held on
30th January, 2025 declared an interim dividend of
' 2/- (200%) per equity share of ' 1/- each which
was paid by the Company to the members whose
names appeared in the Register of Members as on
7^th February, 2025 being the record date fixed for the
payment of interim dividend. The total cash outflow
was ' 212.53 million.

In addition, the Board of Directors at its meeting held
on 22^nd May, 2025 has recommended a final dividend
of ' 4/- (400%) per equity share of ' 1/- each for the
FY 2024-25. The final dividend is subject to the
approval of members at the ensuing Annual General
Meeting and shall be subject to tax deduction at
source.

The final dividend for the FY 2024-25 of ' 4/- would
result in cash outflow of ' 425.07 million. Total
dividend payout for FY 2024-25 would be ' 637.60
million which is equivalent to 21.81% of the PAT. We
are pleased to inform that payout ratio has increased
from 21.45% in FY 2023-24 to 21.81% in FY 2024-25.
Cash balance continues to be healthy, led by robust
cash conversion cycle, despite increased payout and
capex.

Your Company is in compliance with the Company's
Dividend Distribution Policy.

The Dividend Distribution Policy in accordance with
Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations 2015") is attached to this report
as Annexure I and is also available on the Company's
website on web link https://cleanscience.co.in/wp-
content/uploads/2023/02/Dividend-Distribution-
Policy.pdf

4. | CAPITAL STRUCTURE

The Authorised Share Capital of the Company as
on 31^st March, 2025 was ' 150 million divided into

150,000,000 Equity Shares of ' 1/- (Rupee One)
each. During the year, your Company allotted 15,255
Equity Shares of ' 1/- each to the Eligible Employees
under Clean Science and Technology Limited
Employee Stock Option Scheme 2021. Consequently,
the Issued, Subscribed and Paid-up Equity Share
Capital increased from ' 106.25 million divided into
106,252,004 Equity Shares of ' 1/- each to ' 106.26
million divided into 10,62,67,259 Equity Shares of
' 1/- each.

There were no rights issue, bonus issue or preferential
issue etc. during the year under review. Also, the
Company has not issued shares with differential
voting rights or sweat equity shares.

5. | EMPLOYEE STOCK OPTION SCHEME 2021

Clean Science and Technology Limited values its
employee and believes that employees play vital role
in growth. The Company considers its employees
as one of the important stakeholders. To reward the
employees for their performance and to motivate
them to contribute to the growth and profitability,
the Company implemented the Clean Science and
Technology Limited Employee Stock Option Scheme
2021 (CSTL ESOS 2021).

In terms of Regulation 14 read with Part F of Schedule
- I of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, the details of CSTL ESOS
2021 are provided as Annexure VII which forms part
of this report.

A certificate from the Secretarial Auditors of the
Company that the Scheme had been implemented in
accordance with SEBI Regulations, shall be placed at
the ensuing Annual General Meeting and be available
for inspection of the members. A copy of the same
will be available for inspection at the Company's
Registered Office.

6. | SUBSIDIARY, ASSOCIATES OR JOINT VENTURES

The Company has 4 (Four) wholly owned subsidiaries
at the end of the financial year namely Clean Fino-
Chem Limited, Clean Science Private Limited, Clean
Organics Private Limited and Clean Aromatics Private
Limited.

Investment in Clean Fino-Chem Limited

During the year, the Company made additional
equity investment of ' 2,149 million in Clean Fino-
Chem Limited (CFCL) to fund its capex plans. CFCL

completed the civil construction of factory building,
R&D facility, other utility buildings along with
installation of plant and machineries at the ~ 34 acre
MIDC plot located in MIDC, Kurkumbh, Taluka Daund,
Pune.

CFCL achieved several key milestones that reflect
its strategic growth and operational expansion. The
Company successfully commercialised its BHT and
DHDT plant in December 2024, marking significant
additions to its specialty chemicals portfolio.
Further, strengthening its commitment to growth,
CFCL conducted the Bhoomi Poojan for a new
chemical plant under the Performance segment on
31st January 2025, signaling the commencement of
a major expansion initiative. Additionally, the HALS
and DHDT blocks became fully operational during
the year and collectively generated approximately
' 45 crores in revenue, highlighting a strong first full
year of operations by wholly owned subsidiary of the
Company.

Mr. Parth Maheshwari, Whole-Time Director of the
Company, was appointed as an Additional Director in
CFCL w.e.f. 1st August, 2024. He was subsequently
regularised as a Director on 30th August, 2024.

In compliance with Regulation 24 of the SEBI Listing
Regulations, 2015, Mr. Keval Doshi, Independent
Director of the Company, who was appointed as an
Additional Director in CFCL with effect from 8th
November, 2023, was regularised as a Director on
29th July, 2024.

In accordance with Section 203 of the Companies
Act, 2013, every company having a paid-up share
capital of ' 10 crores or more is required to appoint
whole-time Key Managerial Personnel (KMP),
including a Company Secretary and a Chief Financial
Officer. During the period under review, the paid-
up share capital of the Company exceeded '10
crores. Accordingly, the Company appointed Mr.
Krishnakumar S. Saboo as Chief Executive Officer, Mr.
Sanjay Parnerkar as Chief Financial Officer, and Ms.
Ruchita Vij as Company Secretary. All three individuals
have been designated as Key Managerial Personnel
with effect from 1st August 2024, in compliance with
the statutory requirements.

In compliance with Regulation 24A of the SEBI Listing
Regulations, 2015, Secretarial Audit Report of Clean
Fino-Chem Limited is annexed as Annexure X to this
report.

7. | RESERVES

The Directors do not propose to transfer any amount
to the Free Reserves.

8. | DEPOSITS

During the year under review your Company has not
accepted any deposits from the public pursuant to
Section 73 and Section 76 of the Companies Act, 2013
read with The Companies (Acceptance of Deposits)
Rules 2014.

9. | DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2013, the Directors of the Company, to the best of
their knowledge and belief state that:

i) in the preparation of the annual accounts for the
period ended 31st March, 2025, the applicable
accounting standards have been followed
with proper explanation relating to material
departures;

ii) they 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 31st March, 2025
and of the profit and loss of the Company for the
year ended on that date;

iii) they 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;

iv) they have prepared the annual accounts on a
going concern basis;

v) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively for the period ended 31^st
March 2025;

vi) the Directors, had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate
and operating effectively for the period ended
31st March 2025.

10. | CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate
section titled 'Report on Corporate Governance' and
Shareholders' Information has been included in this
Annual Report.

A Certificate from Secretarial Auditor of the Company
regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of SEBI
Listing Regulation 2015 is annexed to the Report on
Corporate Governance.

11. | MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report
containing details relating to Industry Trends,
Company Performance, Business and Operations
forms part of this Annual Report.

12. I BUSINESSRESPONSIBILITYANDSUSTAINABILITY

REPORT

In terms of Regulation 34(2) of the SEBI Listing
Regulations, 2015, a Business Responsibility and
Sustainability Report (BRSR) for the FY 2024-25
forms part of this Annual Report.

13. | INSURANCE

The properties, insurable assets of the Company such
as buildings, plants, machineries and stocks among
others are adequately insured.

14. | CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year under review there was no
change in the nature of Company's business.

15. I MATERIALCHANGESANDCOMMITMENTS,IFANY,

AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Apart from additional equity investment of ' 500
million in Clean Fino-Chem Limited on 22nd April 2025,
there were no material changes and commitments,
occurred from the end of the financial year till the date
of this report, which may materially affect the financial
position of the Company.

16. I CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and other details stipulated under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, is
attached to this report as Annexure III.

17. | SAFETY, HEALTH AND ENVIRONMENT

Your Company has in place Responsible Care Policy
and is committed to excellence and continued
improvements in Environment, Health, Safety and
Security (EHSS) performance at all manufacturing
units.

Safety

The Company encourages a high level of Safety,
awareness amongst the employees and strive for
continual improvement. Employees are trained in safe
practices to be followed at the workplace. Following
steps were taken by the Company for Safe work
environment:

• As a new initiative Behavior Based Safety
(BBS) training had been imparted to almost all
employees at the manufacturing locations.

• The manufacturing units were equipped with
self-contained breathing apparatus (SCABA),
gas leak detectors, foam and water sprinkler
system and other protective devices.

• Review meetings conducted monthly by the
safety department for the root-cause-analysis
(RCA) of incidents occurred and to design
corrective-and-preventive-actions (CAPA).

• Hazardous chemicals like Phenol, DCC were
handled wearing pressure suite as per the
government rules.

• Strict compliance is ensured with PESO
guidelines (for inflammable solvent) and NDPS
Act (Acetic anhydride).

• Certifications awarded such as ISO 9001, ISO
14001, ISO45001, US FDA (Bioterrorism), FSSC
22000 EU Reach, Responsible Care.

• Protective gears provided to all employees for
safe material handling. Plant level training and
development programs are organised regularly.

• Annual Day Celebration includes safety plays,
skits to create awareness amongst employees.

During the year Company conducted 18,470 hours of
training in following departments: -

a) Safety & Environment: 1,562

b) Production: 12,136

c) Engineers and Project Engineers: 3,008

d) QC R&D: 1,049

e) Admin, Purchase, Store, IT: 715

Health

Health of employees is the topmost priority of
the Company. New employees at factory undergo
pre-employment medical checkup also training
programmes, periodic health checkup of employees
is done. Regular work area monitoring to check
concentration of chemicals, noise level, and quality of
ambient air is carried out based on National Ambient
Air Quality Standard. The manufacturing units are
equipped with Occupation Health Centre with qualified
doctor, nursing staff, ambulance facility for employees
to reach out for medical support. The Company has tie
ups with local hospitals for required medical support.
The Company has a team of employees trained in first
aid facility who use their acquired skills for emergency
medical treatment while on duty. The employees are
also covered with adequate health and accident
Insurance.

Environment

Environment protection is the utmost priority for our
organisation. The Company believes that the facilities
possess adequate effluent treatment processes
and minimise any contamination of the surrounding
environment or pollution. The Company encourages
and promotes 3R Process-Reduce, Recycle, Reuse at
all levels in the organisation.

• Significant Achievements in Sustainability:

The Company focuses to reduce the disposal
of water, emissions and hazardous substances
into the environment and had implemented
several sustainability initiatives that have
helped to minimise the environmental impacts
of operations. Total energy consumption, GHG
emission and water consumption in 2024-25
was 37.40 GJ/MT, 3.39 MT CO₂/MT and 10.65
m3/MT of production respectively.

• Reducing fresh water consumption: The

Company had built a robust rain water harvesting
system to direct rain water to the underground
water storage tank, filter and recycle it for
internal consumption. The Company has been
continuously working on reducing process
heat utilisation which would minimising
water evaporation losses and reduce water
consumption. About 103940 MT steam was
generated in FY 2024-25 which was almost 27%
of total steam consumption.

• Responsible Care Certificate: During the year
the Company renewed the Responsible Care
Certification from Indian Chemical Council for
further period of three years.

• Tree Plantation: Under the CSR initiative, the
Company planted 15,000 trees to develop a
Total Area admeasuring 10 Hectare situated at
situated Village - Girim Taluka Daund District
Pune belonging to Forest Department.

18. I CONTRACTSORARRANGEMENTSWITHRELATED
PARTIES

All transactions entered into with related parties
during the financial year were in ordinary course
of business and at arm's length basis, which were
approved by the Audit Committee. In compliance
with Regulation 23(2) of the SEBI Listing Regulations,
2015 Audit Committee of the Company approved
the Related Party Transaction entered into by the
Subsidiary Company(ies).

The Board has approved a policy for related party
transactions which is available on the Company's
website at https://cleanscience.co.in/wp-content/
uploads/2025/04/Policy-on-Related-Party-
Transactions-Amended-30012025.pdf

The particulars of contracts or arrangements made
with related parties is covered in Notes to the
Financial Statements. There are no material contracts
/ arrangements made with related parties as required
under Section 134(3)(h) of the Companies Act, 2013
as given in Form AOC-2 which is attached as Annexure

IV to this report. None of the transactions with any of
the related parties were in conflict with the interest of
the Company.

The particulars of loans/advances/investments etc.,
required to be disclosed pursuant to Para A of Schedule

V of the SEBI Listing Regulations, 2015, are furnished
as a part of the Financial Statements.

The transaction(s) of the Company with any person
or entity belonging to the promoter/promoter group
which hold(s) more than 10% shareholding in the
Company as required pursuant to Para A of Schedule
V of the SEBI Listing Regulations, 2015 is disclosed
separately in the Financial Statements of the
Company.

19. | BOARD AND ITS COMMITTEES

During the FY 2024-25, 4(Four) Board Meetings were
held. For the details of composition and meetings
of the Board and its Committees, please refer the
Corporate Governance Report forming part of this
annual report.

20. | CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") activities
of the Company are governed by the Corporate
Social Responsibility Policy approved by the Board.
We strongly believe that, CSR and sustainability
are interdependent. We endeavor to shape a better
tomorrow and strive continuously to contribute
to the social and economical development of the
communities we operate within.

The Company recognises the social accountability and
aim to shape a sustainable future for our generations
to come so that the society as a whole is developed
and uplifted from our initiatives.

During the year the Company spent ' 69.65 million
as CSR Expenditure. The Company carried out CSR
activities in the following areas:-

a) Promoting Health Care,

b) Promoting Education,

c) Environment sustainability,

d) Livelihood enhancement projects.

e) Conservation of Water

f) Ensuring animal welfare

In terms of Section 135 read with Schedule VII of the
Companies Act, 2013, and Rules made thereunder the
details of CSR activities undertaken by the Company
are attached to this report as Annexure V. The CSR
Policy of the Company is in terms of Companies
(Corporate Social Responsibility) Rules, 2014 and
is available on the Company's website at https://
cleanscience.co.in/wp-content/uploads/2023/02/
Corporate-Social-Responsibility-Policy.pdf

21. | NOMINATION AND REMUNERATION POLICY

Your Company has framed a Nomination
and Remuneration Policy to formulate the
criteria for determining qualifications, competencies,
positive attributes and independence for appointment

of a director (executive/ non-executive/ independent),
Senior Management and other employees. Nomination
and Remuneration Policy is placed on the website of
the Company https://cleanscience.co.in/wp-content/
uploads/2024/06/NRC_Policy_updated_06_2024.pdf

22. I RISK MANAGEMENT AND INTERNAL FINANCIAL
CONTROLS

Risk Management

Your Company has in place a risk management
framework and policy that provides an all-inclusive
approach to safeguard the organisation from
strategic, operational, financial, legal and compliance
risks through adequate and timely actions. The risk
management framework works at various levels
across the enterprise and is designed to identify risks,
evaluate the impact and mitigate the risks that could
affect the business. The potential risks are identified
and mitigation measures are implemented to address
the same. The Company has maintained Risk Register
on the basis of event probability and impact analysis
on the organisation. The risks are categorised on the
basis of high, medium and low impact subject to a
series of discussions with Senior Leadership Team,
Management and the Committee. For periodic review
and monitoring, risk register are placed before the
Risk Management Committee stating the actions
taken to mitigate the risks.

In terms of the of SEBI Listing Regulations, 2015, a
Risk Management Committee has been constituted
with responsibility to formulate a detailed risk
management policy, identify, monitor, mitigate and
oversee implementation of the risk management
policy, including evaluating the adequacy of risk
management and internal control systems, ensure
appropriate methodology, processes and systems are
in place, review the risks considering the changing
industry dynamics and evolving complexity and keep
the board informed about the nature and content of
its discussions, recommendations and actions to be
taken on a regular basis.

The Risk Management Committee meeting is Chaired
by Non-Executive Director and Chairman of Audit
Committee is also a member of the Committee. The
Chairman of the Committee briefs the Board about
significant discussions held in the Risk Management
Committee meeting.

The Risk Management Policy of the Company is
available on the Company's website at https://
cleanscience.co.in/wp-content/uploads/2023/02/
Risk-Management-Policy.pdf

Internal Financial Controls

The Company has in place adequate internal financial
controls over financial reporting. It has laid down certain
guidelines, policies, processes and structures which
are commensurate with the nature, size, complexity
of operations and business processes followed by the
Company.

The Audit Committee deliberates with the members of the
Management, considers the systems as laid down and met
the internal auditors and statutory auditors to ascertain
their views on the internal financial control systems. The
Audit Committee satisfies itself as to the adequacy and
effectiveness of the internal financial control systems.

Internal financial controls and their adequacy are included
in the Management Discussion and Analysis, forming part
of this report.

23. I SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTSOR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

No significant material orders were passed by the
Regulators/Court which would impact the going
concern status of the Company and its future
operations.

24. | AUDITORS AND AUDITORS REPORT

a) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, and rules made thereunder,
M/s. Price Waterhouse Chartered Accountants LLP
(Firm Registration No. 012754N/ N500016) were
appointed as the Statutory Auditors of the Company
for a period of 5 (five) years as approved at the 21st
Annual General Meeting (AGM) held on 5th September,
2024 and will complete their 5 years tenure on the
conclusion of the 26th Annual General Meeting.

The Companies (Amendment) Act, 2017, has
amended Section 139(1) of the Companies Act, 2013,
effective from 7th May 2018, whereby first proviso to
Section 139(1) has been omitted which provided for
ratification of appointment of Auditors by members
at every Annual General Meeting. Accordingly, no
resolution is being proposed for ratification of

appointment of Statutory Auditors at the ensuing
Annual General Meeting. Pursuant to Section 139 of
the Companies Act, 2013 and Rules made thereunder,
the Statutory Auditors have confirmed they are eligible
to continue as Auditors. The notes to the Audited
Financial Statements referred to in the Auditor's
Report are self-explanatory and hence do not call for
any further comments.

The statutory auditor's report does not contain any
qualifications, reservations, or adverse remarks or
disclaimer and the Auditor's Report is unmodified.

With reference to the comments made by the auditors
in their report on other legal and regulatory requirement
point no. 16 (b), Board hereby submits that, backup
of certain books of accounts was not taken due to
festival holidays as the complete system was shut
down during that period. The system is configured to
take complete backup and not incremental backup
because of which the risk of non-backup of those
days is eliminated. Further, with respect certain
books of accounts, the Company has used software
configured to take daily backups, however software
did not capture evidences/logs of these backups.
After required modifications in such software we are
now able to get evidences. With respects to auditors
comments on point 16 (h)(vi) Audit log at database
level in accounting software, we state that audit log at
data base level consumes significant space on server
resulting in slow-down of accounting software and
impacting normal business operations. The Company
is currently exploring ways to resolve this issue.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, The Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 and SEBI Listing Regulations, 2015, as amended,
the Board of Directors, appointed M/s J. B. Bhave &
Co., Practising Company Secretary, Pune (Certificate
of Practice Number 3068) to undertake the Secretarial
Audit of the Company for the financial year ending
31st March, 2025. Further, in Board Meeting held on
22nd May 2025, in terms of SEBI LODR Amendments,
recommended M/s J. B. Bhave & Co., Practising
Company Secretaries, Pune for Annual Secretarial
Audit and Annual Secretarial compliance of the
Company for period of 5 years subject to approval of
the shareholders of the Company.

The Secretarial Audit Report for financial year
31st March, 2025 is annexed herewith and forms part
of this report as Annexure VI.

The report does not contain any qualification,
reservation or adverse remark.

c) Cost Auditors

In terms of Section 148 of the Companies Act, 2013
read with the Companies (Cost Record and Audit)
Rules, 2014, the Company to maintain cost accounting
records and have them audited every year.

The Board has on the recommendation of the
Audit Committee re-appointed M/s Dhananjay
V. Joshi & Associates, Cost Accountants, (Firm
Registration No. 000030) as the Cost Auditors of
the Company for conducting the cost audit for the
FY 2024-25 and they have been re-appointed as Cost
Auditors of the Company for the FY 2025-26.

The remuneration payable to the Cost Auditors is
required to be placed before the members in a general
meeting for their ratification. Accordingly, resolution
seeking members ratification for the remuneration
payable to M/s Dhananjay V. Joshi & Associates as
Cost Auditors for Financial Year 2025-26 is included
in the Notice convening Annual General Meeting.

M/s Dhananjay V. Joshi & Associates had confirmed
that their appointment is within the limits of Section
141(3)(g) of the Companies Act, 2013 and Rules made
thereunder and had certified that they are free from
any disqualifications specified under Section 141(3)
and other applicable provisions of the Companies Act,
2013.

Further, the Board hereby confirms that the
maintenance of cost records specified by the Central
Government as per Section 148(1) of the Companies
Act, 2013 and rules made thereunder has been made
and maintained.

d) Internal Auditors

In accordance with the provisions of Section 138 of the
Companies Act, 2013, M/s. CNK JBMS & Associates,
Chartered Accountants conducted Internal Audit of
the Company for the FY 2024-25. Further, pursuant
to the recommendation of Audit Committee, the
Board of Directors at their meeting held on 22nd May
2025 had re-appointed M/s CNK JBMS & Associates,
Chartered Accountants as the Internal Auditor of the
Company to conduct Internal Audit for 2024-25.

25. | REPORTING OF FRAUDS BY AUDITORS

During the year under review, there were no instances
of fraud, which required the Statutory Auditors, Cost
Auditors and Secretarial Auditors to report to the Audit
Committee and / or Board under Section 143(12) of
Act and Rules framed thereunder.

26. I PARTICULARS OF LOANS, GUARANTEES,

INVESTMENTS AND SECURITIES

During the year under review, Company has made
investments, the details of which are given under
Note No. 7 and 11 of the Notes to Standalone Financial
Statements of the Company for the year ended 31st
March 2025.

27. | DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152(6) of the Companies Act,
2013 and the Articles of Association of the Company
Mr. Pradeep Ramwilas Rathi (DIN- 00018577) Whole¬
time Director of the Company is liable to retire by
rotation in the ensuing Annual General Meeting and
being eligible offer himself for re-appointment.

During the year, Ms. Ruchita Vij has been appointed as
the Company Secretary and Key Managerial Personnel
of the Company with effect from 1st August, 2024, in
place of Mr. Mahesh Kulkarni, who resigned from the
said position with effect from 31st July, 2024.

28. I ANNUAL EVALUATION OF BOARD OF DIRECTORS,

ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of performance of the Board, its
Committees and the Individual Directors was carried
out for 2024-25. The evaluation was carried out
using individual questionnaires covering, amongst
others, contribution to areas impacting company's
performance, participation in Board and Committee
meetings. In addition to the above the Executive
Directors were evaluated based on annual targets,
financial and operational controls, risk management,
strategies, expansion, maintaining corporate culture,
integrity and ethics, succession planning, core
governance and compliance management.

The performance of the respective Committees was
evaluated by the Board after seeking inputs from
the Committee members on the basis of criteria
such as composition of committee, timely inputs,
open communications, meaningful participation and
resolution of issues.

The performance of the Board was evaluated after
seeking inputs from the members on proper mix of
competencies of the Board, timeliness and adequacy
of information availability to take decisions, plan of
actions, reporting systems, governance practices,
potential conflict of interest etc.

The Board and the Nomination and Remuneration
Committee reviewed the performance of the individual
Directors including Independent Directors, on the
basis of criteria such as contribution of the individual
Director to the Board and Committee meetings
and preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs
in meetings, etc. In addition, the Chairman was also
evaluated on the key aspects of his role.

The Board is of the opinion that during the year all
Directors including the Independent Directors of the
Company possess requisite qualifications, integrity,
expertise and experience (including proficiency) in
their respective fields.

29. I FAMILIARISATION PROGRAMME FOR
-¹ INDEPENDENT DIRECTORS

The members of the Board are familiarised with the
activities of the Company. The Directors are provided
with documents to enable them to have better
understanding of the Company, its various operations
and the industry in which it operates.

The Independent Directors are made aware of their
roles and responsibilities at the time of appointment
through formal letter of appointment. The Directors
interact with the management, senior leadership team
of the Company which enables them to understand the
Company's strategy, business updates and its model,
group structure, operations, update on research and
development, product offerings, markets, organisation
structure, finance, human resources, technology,
quality, facilities, risk management strategy,
regulatory updates and governance policies. Factory
visit are organised for the Directors to enable them to
familiarise them with the manufacturing facilities and
the processes.

The details of familiarisation programme imparted to
the Independent Directors are placed on website of the
Company and web link thereto is https://cleanscience.
co.in/companypolicies-policy-for-familiarisation-
programme-for-independent-directors/

30. | DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the
Companies Act, 2013, the Independent Directors have
submitted declarations that they meet the criteria of
independence as provided under Section 149(6) of
the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations, 2015. There was no change in the
circumstances affecting their status of Independent
Directors of the Company.

The Board of Directors is of the opinion that the
Independent Directors of the Company holds highest
standards of integrity and possess requisite expertise
and experience required to fulfil their duties as
Independent Directors. The Independent Directors
have confirmed that they have registered themselves
with Independent Directors database of The Indian
Institute of Corporate Affairs (IICA) and have cleared
online proficiency test as applicable.

31. | AWARDS AND RECOGNITION

During the year the Company received the following:-

1. "Lifetime Achievement Award for the year 2024"
by the Indian Chemical Society on 28th January,
2025 honoured to Mr. Ashok Boob, Managing
Director of the Company and "Rasayan Udyog
Yuva Ratna Award" to Mr. Siddhartha Sikchi,
Executive Director of the Company.

2. The Company honoured as 2024 DET Hurun
Award for Outstanding Contribution to India's
Manufacturing Economy.

32. | VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism as a
part of Whistle Blower Policy required under Section
177(9) of the Companies Act, 2013 and SEBI Listing
Regulations, 2015. The policy provides a mechanism
for its Directors, Employees and other stakeholders to
report concerns about unethical behaviour, actual or
suspected fraud, actual violation of Company's Code
of Conduct.

It also provides for adequate safeguards against
victimisation of persons who avails this mechanism
and allows direct access to the Chairman of Audit
Committee in exceptional cases. A quarterly report
on the whistle blower complaints received is placed
before the Audit Committee for its review. The said

policy has been posted on website of the Company
and web link thereto https://cleanscience.co.in/wp-
content/uploads/2023/02/Whistle-Blower-Policy.pdf

33. | ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on 31st March,
2025 is available on the Company's website https://
cleanscience.co.in/investors/compliance/corporate-
governance/annual-returns/

34. | EMPLOYEES

The information required under section 197(12)
of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is provided in
Annexure VIII and IX of the Board's Report.

35. I DISCLOSURE UNDER SEXUAL HARASSMENT
-OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a policy on Prevention
of Sexual Harassment at workplace. This policy is in
line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees, whether
permanent, contractual, temporary and trainees are
covered under this Policy.

The Company has duly constituted internal complaint
committee as required under the provisions Sexual
Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year
under review, no complaints were received by the
Committee. The Company is committed to provide
safe and conducive work environment to all its
employees and associates.

To ensure all the employees are sensitised regarding
issues of sexual harassment, the Company conducts
regular training and awareness programmes for its
employees.

36. | HUMANRESOURCESANDINDUSTRIALRELATIONS

The Company believes that its employees are the key
growth drivers towards the sustainable performance
and develop a competitive advantage. The HR policies
and procedures of your Company are geared towards
nurturing and development of Human Capital.

The Company firmly believe not just right hiring but
also on boarding new joinee as an equally important
factor. Fresh talent is hired through campus
recruitment both from local and Premier Colleges. We
ensure our new Talent is acclimatised to the new work
environment and is supported through their induction
in the respective departments which involves
technical, functional, leadership development and
culture building programme.

With an eye to promote home grown leaders we have
High Potential programs to nurture talent and prepare
them to take the next position. We also provide
accelerated growth to our High Potential employees
across various departments.

The organisation provides ample opportunities for
employees to enhance their skills by internal job
rotations as well.

As an equal opportunity employer, we promote
diversity and inclusion. Our women employees find
this enabling environment conducive for growth. We
promote women in various leadership positions in
our organisation. Employee care and well-being are
a priority for Clean Science. Under this the Company
takes various initiatives including running an annual
Health Check-up, celebrating festivals, Annual Cultural
Function, Cricket Tournament, Dusshera, Christmas,
Women's Day, felicitation of children of employees
who have cleared higher secondary exams.

Your Company has transparent processes for
rewarding performance and retaining talent.

The Company had 457 employees as on 31st March,
2025. Employee relations at all locations continued to
remain cordial. Your directors wish to acknowledge
the sincere and dedicated efforts of the employees
of the Company and would like to thank them for the
same.

37. | APPLICATION MADE OR ANY PROCEEDING

PENDINGUNDERINSOLVENCYANDBANKRUPTCY

CODE

During the year, no application was made or any
proceeding was pending under Insolvency and
Bankruptcy code, 2016.

38. | DETAILS OF DIFFRENCE BETWEEN AMOUNT OF

VALUATIONS

During the year, no one-time settlement was done
accordingly the question of difference between
amount of valuation done at the time of one-time
settlement and valuation done while taking loans
from Banks or financial Institutions did not arise.

39. | COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has
complied with applicable Secretarial Standards.

40. | TRANSFEROFAMOUNTSTOINVESTOREDUCATION

AND PROTECTION FUND

The Company was not required to transfer any
amounts to Investor Education and Protection Fund
(IEPF).

41. | ACKNOWLEDGEMENTS

Your directors take this opportunity to thank
various Government Authorities, Central and State
Governments and Shareholders for their support,
continuous cooperation and guidance. Your Board
appreciates the relentless effort of the Management
Team and employees who steers the Company in
achieving its goals and gratefully acknowledge their
contribution to the Company. Your directors also
take this opportunity to express their gratitude for
the valuable assistance and the trust placed by the
Bankers, Lenders, Vendors, Customers, Shareholders,
Advisors, Rating Agencies, Stock Exchange and the
general Public towards the Company.

For and on behalf of the Board of Directors
For Clean Science and Technology Limited

Ashok R. Boob Krishnakumar R Boob

Place: Pune Managing Director Whole-time Director

Date: 22nd May, 2025 (DIN: 00410740) (DIN: 00410672)