Your Directors have the pleasure of presenting the 17th Annual Report of Chemfab Alkalis Limited along with theAudited Standalone and consolidated financial statements for the Financial Year Ended 31st March 2026.
The summarized financial results are as under:
FINANCIAL SUMMARY
Particulars
Consolidated
Standalone
Year ended31 March 2026
Year ended31 March 2025
Summary of Profit and Loss Statement:
Total Revenue
31,102.27
33,437.43
28,856.60
32,209.05
Profit before Finance Cost andDepreciation
3,590.64
5,083.86
4268.65
5,913.59
Less: Finance Cost
768.69
492.50
754.01
491.58
Profit before Depreciation
2,821.95
4,591.36
3514.64
5,422.01
Less: Depreciation and amortization
2,841.95
3,633.13
2442.46
3,238.79
Profit Before Exceptional Items
(20.00)
958.23
1072.18
2,183.22
Exceptional Items
-
(988.77)
Profit before Tax
(30.54)
Less: Tax including Deferred Tax
322.65
663.49
321.59
660.80
Profit/(Loss) after Tax
(342.65)
(694.03)
750.59
1,522.42
Other Comprehensive Income/(Loss)
59.08
38.43
Total Comprehensive Income/(Loss)
(283.57)
(655.60)
809.67
1,560.85
Summary of Retained EarningsMovement:
Balance brought forward from last year
319.18
1,150.48
3098.13
1,712.98
Add: Profit/(Loss) after Tax
Add: ESOP option lapsed
15.05
Add: Other Comprehensive Income
61.10
41.19
Less: Appropriations
Final Dividend
(179.55)
(178.46)
Tax on Dividend
Balance Carried to Balance Sheet
(126.87)
3745.32
3,098.13
Performance And State Of Affairs Of TheCompany
The overall performance and more details arecovered under the Management section, which formspart of the Annual Report.
Change In Nature Of Business
During the year under review, there is no change innature of business of your Company.
Change In The Registered Office Of TheCompany
There was no change in the registered office of thecompany during the financial year 2025-2026.
Capital Structure
During the year under consideration, there is nochange in authorized share capital. However, thepaid-up share capital was increased due to allotment
of equity shares under Company's employee stockoption scheme "CAESOS 2020". As on 31st March 2026,the authorised and paid - up capital stands as statedbelow:
The Authorized Share Capital of the Company is' 39,14,00,000 (Thirty-Nine Crores Fourteen Lakhs Only)divided into divided into 2,85,00,000 (Two Crore eighty-five lakhs) Equity Shares of ' 10/- (Rupees Ten Only)each amounting to ' 28,50,00,000/-(Rupees Twenty-Eight Crores Fifty Lakhs) and 2,64,000 (Two LakhsSixty-Four Thousand)-11% Redeemable CumulativePreference Shares of 100/- (Rupees Hundred only)each amounting to ' 2,64,00,000/- (Rupees TwoCrore Sixty-Four Lakhs) and 8,00,000 (Eight Lakhs) -12% Redeemable Preference Shares of ' 100/- eachamounting to ' 8,00,00,000/- (Rupees Eight Crore).
The Paid-up Share capital of the Company stands at' 14,37,37,020 (Fourteen Crore Thirty Seven Lakh ThirtySeven Thousand Twenty Only) divided into 1,43,73,702(One Crore Forty Three Lakh Seventy Three ThousandSeven Hundred Two Only) Equity Shares of ' 10/- each.
Dividend
Your directors recommended the payment ofDividend of ' 1.25/- per share for the year ended March31, 2026, absorbing a sum of ' 179.67 Lakhs consideringshares outstanding as on 31 March 2026, subject tothe approval of the Members at the ensuing AnnualGeneral Meeting.
Transfer Of Profit To Reserves
The Company has not proposed transferring any of itsprofits to reserves.
Material Changes During The ReportingPeriod
No material changes have occurred, or anycommitments made between the financial yearended 31st March 2026 and the date of this report,which would adversely affect the financial position ofthe company.
BOARD OF DIRECTORS AND ITS COMMITTEESA. Composition of the Board of Directors
The Board of Directors of the Company comprisesseven Non-Executive Directors, including fourIndependent Directors and a Non-ExecutiveChairperson who is a promoter of the Company. TheCompany has two women Independent Directors. Thecomposition of the Board of Directors is in compliancewith Regulation 17(1)(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 andSection 149 of the Companies Act, 2013.
The Company has received necessary declarationsfrom the Independent Directors under section 149(7)of the Companies Act, 2013 stating that they meetthe criteria of independence as specified in Section149(6) of the Companies Act, 2013 and as per the SEBI(Listing Obligations and Disclosures Requirements)Regulations, 2015.
The Independent Directors are registered with the data bank as per rule 6 of the Companies (Appointment andQualification of Directors) Fifth Amendment Rules, 2019.The Registration details are as below:
Sl. No.
Name of the Director
Registration number
01.
Mr. A. Janakiraman
IDDB-DI-202002-007989
02.
Mrs. J. Sujatha Jayarajan
IDDB-DI-201912-001692
03
Mrs. R. Drushti Desai
IDDB-DI-202002-015500
04.
Mr. Satish Narain Jajoo
IDDB-DI-202110-039184
Board Composition:
The Board is well balanced with the composition of three Non-Independent Directors and Four IndependentDirectors (including two Women Independent directors) as on 31st March 2026.
Category
Name of Directors
Non - Independent Directors
Mr. Suresh Krishnamurthi Rao
Mr. C.S. Ramesh - Resigned w.e.f 31st July 2025
Mr. R. Mahendran
Mr. Nitin S. Cowlagi
Independent Directors
Mr. A. JanakiramanMrs. Drushti DesaiMrs. Sujatha Jayarajan
Mr. Satish Narain Jajoo - Appointed w.e.f. 30th May 2025
Thus, the composition of the Board is in line with the terms of Section 149 of the Companies Act 2013 andRegulations 17(1)(b) of the SEBI (LODR) Regulations, 2015.
B. Meetings
The number of Board Meetings held during the year along with the dates of the meetings:(Disclosure pursuant to 134 (3)(b) of the Companies Act, 2013).
During the Financial Year 2025-2026, the Board of Chemfab Alkalis Limited met Six times as under:
Sl.
No.
Date of Boardmeetings
Quarter
No. of Directors as on thedate of Meeting
Total No. of Directorsattended
1.
14th May 2025
First
7
2.
30th May 2025
8
4
3.
16th July 2025
Second
4.
31st July 2025
6
5.
31st October 2025
Third
6.
28th January 2026
Fourth
The meetings of the Board were held periodically,with an interval of not more than one hundred andtwenty days between two consecutive meetings, asprescribed under Section 173(1) of the Act.
C. Re-appointment of Directors Retiring byRotation
In terms of Section 152 of the Companies Act, 2013,Mr. Suresh Krishnamurthi Rao (DIN: 00127809) isliable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible, offers himselffor re-appointment. The Board of Directors, basedon the recommendation of the Nomination andRemuneration Committee has recommended there-appointment of Mr. Suresh Krishnamurthi Rao(DIN: 00127809) retiring by rotation.
D. Committees of the Board
The constitution and terms of reference of theAudit Committee, Nomination and RemunerationCommittee, Stakeholders Relationship Committee,Corporate Social Responsibility Committee arealso aligned with the requirements of Regulations18 to 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and the CompaniesAct, 2013. Further the Company has constituted RiskManagement Committee though it is not mandatedfor your company under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.
A detailed note on the Committees is given in theCorporate Governance Report forming part of theAnnual Report.
E. Performance Evaluation
Section 134 of the Companies Act, 2013 states thatformal evaluation needs to be made by the Board, ofits performance and that of its committees and theindividual Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 statethat the performance evaluation of each Independent
Director shall be done by the entire Board of Directorsexcluding the Director being evaluated.
Pursuant to the provisions of section 134 (3) (p) ofthe Companies Act, 2013 and SEBI (LODR) regulations,2015, the Board has carried out an evaluation of itsperformance, the Directors individually as well as itsCommittees. The manner in which the evaluation hasbeen carried out has been explained in the CorporateGovernance Report forming part of the Annual Report.
F. Directors' Responsibility Statement
As required under Section 134(5) of the CompaniesAct, 2013, the Board of Directors hereby confirms, that:
(a) In the preparation of the Annual Accounts forthe financial year ended 31st March 2026, theapplicable Accounting Standards and ScheduleIII of the Act have been followed and there are nomaterial departures.
(b) They have selected such accounting policies andapplied them consistently and made judgmentsand estimates that are reasonable and prudentto give a true and fair view of the state of affairsof the Company at the end of the financial yearand of the loss of the Company for the financialyear 2025-2026.
(c) They have taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities.
(d) They have prepared the annual accounts on agoing-concern basis.
(e) They have laid down proper internal financialcontrols to be followed by the Company andsuch internal financial controls are adequate andare operating effectively; and
(f) They have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems are adequate andoperating effectively.
G. Changes in Directors and Key ManagerialPersonnel
During the year under review, Mr. C. S. Rameshresigned from the office of Director with effectfrom 31st July 2025 and Mr. Satish Narain Jajoo wasappointed as an Additional Independent Director bythe Board with effect from 30th May 2025 and wassubsequently appointed as an Independent Directorwith the approval of the members at the ensuingAnnual General Meeting held on 12th September 2025for a term of five consecutive years starting from 30thMay 2025 to 29th May 2030.
Further, Mr. B. Vignesh Ram resigned from the positionof Company Secretary and Compliance Officer w.e.f.18th April, 2025 and Mr. Bharatraj Panchal has beenappointed as Company Secretary and ComplianceOfficer w.e.f. 16th July, 2025.
H. Changes in Subsidiaries, Joint Ventures,and Associates
During the year under review, your companyhas incorporated a Wholly owned subsidiarycompany named CHEMFAB HIITECH PIPING LIMITED
(CIN: U22191TN2025PLC186167) on 28th October, 2025.The Company was incorporated with an objectiveof manufacturing, buying, selling, importing andexporting high quality OPVC (Oriented PolyvinylChloride) pipes of all sizes and varieties and fittingsused in agricultural, engineering, electrical andmechanical industries and allied business activities.
Further, Your Company has another Wholly-ownedsubsidiary namely CHEMFAB KARAIIKAL LIMITED'(Formerly known as "CHEMFAB ALKALIS KARAIKALLIMITED") which is a "material subsidiary" pursuantSEBI (LODR) Regulation 2015. During the year underreview, your Company has changed the name of thiswholly-owned subsidiary from "CHEMFAB ALKALISKARAIKAL LIMITED" to "CHEMFAB KARAIIKAL LIMITED"with effect from 3rd December, 2025.
Other than this, there were no changes in theSubsidiaries, Joint ventures, and Associates during theFinancial Year 2025-2026.
The salient feature on financial statements orperformance of subsidiaries is given in Annexure A ofthis report.
I. Significant or Material Orders Passed byRegulators/Courts
There were no significant or material orders passedby any regulator/court during the reporting period.
J. Declaration by Independent Directors
The Company has received necessary declarationsfrom Mr. A. Janakiraman, Mrs. Sujatha Jayarajan,Mrs. Drushti Desai and Mr. Satish Narain Jajooindependent directors, under Section 149 (7) of theCompanies Act 2013, that they meet the criteria ofindependence laid down in Section 149(6) of theCompanies Act 2013 and regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 and their Declarations have beentaken on record.
K. Independent Directors' Meeting
In accordance with the provisions of Schedule IV(Code for Independent Directors) of the CompaniesAct, 2013 and Regulation 25 of the SEBI ListingRegulations, a meeting of the Independent Directorsof the Company was held on March 10, 2026 withoutthe presence of Non-Independent Directors andCompany's Management.
The Company Secretary was an invitee to the saidmeeting and acted as a facilitator to the IndependentDirectors.
L. Details in respect of Frauds
The Company's auditors' report does not have anystatement on suspected fraud in the company'soperations to explain as per Sec. 134(3) (ca) of theCompanies Act 2013.
M. Fixed Deposits
During the year under review, the Company did notraise funds, by way of fixed deposits, from the public.
N. Details of contracts or arrangements withrelated parties
The details of contracts or arrangements enteredinto with related parties along with justification forentering into such contract or arrangement, referredto in sub-section (1) of section 188 in the prescribedform no. AOC 2 is given in Annexure B of this report.
O. Code of Conduct for prevention of InsiderTrading
The Company has a policy viz., "Code of Conductfor prevention of Insider Trading" and the same hasbeen posted on its website www.chemfabalkalis.com.The Company also monitors insider trading activitiesthrough Structured Digital Database (SDD) software inaccordance with the applicable SEBI regulations.
P. Development and implementation of aRisk Management Policy
The main objective of Risk Management is risk reductionand avoidance, as also identification of the risks facedby the business and optimizing the risk managementstrategies. The Company has put in place a well-
defined Risk Management framework. The Companyhas constituted a Risk Management Committee eventhough the constitution of the same does NOT applyto the Company since it is mandatory only for the top1000 listed Companies as per the listing regulations.The Risk Management Committee assists the Board indrawing up, implementing, monitoring, and reviewingthe Risk Management Plan. The Committee lays downthe Risk Assessment and Minimization Procedures andit reviews the Procedures periodically to ensure thatthe Executive Management controls the risks througha properly defined framework.
The Company has also obtained certification forISO 14001 and ISO 45001 systems to take care ofcritical operational areas. The Company has alsoimplemented Process Safety Management (PSM). Weare the first company in our industry to implement thesame.
We are continuing with the publishing of asustainability report, enhancing our commitment tosustainable development.
Q. Technology absorption, Conservation ofenergy and Research and development
The detailed note on the technical absorptionand conversation of energy and research anddevelopment and Foreign Exchange earning andOutgo is annexed herewith as Annexure C.
R. Cost Records
Your Company is maintaining cost records andreports pursuant to the Companies (Cost Recordsand Audit) Rules, 2014, as amended prescribed by theCentral Government under sub-section (1) of Section148 of the Companies Act, 2013.
AUDIT RELATED MATTERSA. Statutory Auditors
M/s. Deloitte Haskins & Sells LLP (Firm Registration No117366W/W-100018) were re-appointed as StatutoryAuditors of the Company for a term of 4 (four) years,to hold office from the conclusion of the 13th AnnualGeneral Meeting held on 15th September 2022 till theconclusion of the 17th Annual General Meeting on suchprofessional fees as may be fixed by the Board ofDirectors as recommended by the Audit Committeein consultation with them.
There are no qualifications or adverse remarks in theStatutory Audit Report which require any explanationfrom the Board of Directors.
B. Cost Auditor
As per Sec. 148 (6) of Companies Act, 2013 and rule6(6) of the Companies (Cost Records and Audit)Rules, 2014, the applicability of Cost audit is basedon the overall annual turnover of the company, fromall its products and services during the immediatelypreceding financial year, being rupees one hundredcrores or more. Under Rule 3 of the same Regulations,the maintenance of cost records applies to companies
whose aggregate turnover of the individual productor products, or service or services is Rupees thirty-fivecrores or more.
In conformity with the said provisions of theCompanies Act, 2013, the Company has appointedM/s. Madhavan, Mohan & Associates, Cost Auditors,as the Cost Auditor, for the audit of cost accounts foryour Company for the year ending 31st March 2026.The remuneration to be paid to him is being ratified atthis Annual General meeting.
There are no qualifications or adverse remarks in theCost Audit Report which require any explanation fromthe Board of Directors.
C. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013and the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, your Companyhas appointed M/s. M Damodaran & Associates LLP,Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The SecretarialAudit Report in Form No.MR.3 for the financial year2025-2026, is annexed herewith, as Annexure - F.Further, Pursuant to SEBI (LODR) Regulations, 2015, Copyof the Secretarial Audit Report of Material SubsidiaryCHEMFAB KARAIIKAL LIMITED' (Formerly known as"CHEMFAB ALKALIS KARAIKAL LIMITED") is annexedherewith as Annexure-F-1.
A Certificate from a Company Secretary in practicethat none of the directors on the board of thecompany have been debarred or disqualifiedfrom being appointed or continuing as directors ofcompanies by the Board/Ministry of Corporate Affairsor any such statutory authority is annexed herewith,as Annexure - G.
During the financial year ended 31st March, 2026,the following observations were submitted from theSecretarial Auditor of the Company that needs theresponse of the Board.
1. As per Regulation 17(1) (b) of SEBI LODR, where theregular non-executive chairperson is a promoterof the listed entity, at least half of the board ofdirectors of the listed entity shall consist ofindependent directors.
"During the period from April 01, 2025 to May 29,2025, the listed entity had 3 independent directorsout of total 7 directors."
Response from the Board of Directors: The listedentity has complied with said regulation 17(1) (b)of SEBI LODR by appointing one more independentdirector in the Board w.e.f May 30, 2025.
The Company has paid fine for the aboveamounting to ' 4,20,080 (including GST) each asimposed by NSE and BSE.
2. As per Regulation 17(1C) (a) of SEBI LODR, the listedentity shall ensure that approval of shareholders
for appointment or reappointment of a person onthe board of directors or as a manager is taken atthe next general meeting or within a time periodof three months from the date of appointment,whichever is earlier.
There was 12 days delay in obtaining approval ofshareholders for appointment of Mr. Satish NarainJajoo (DIN: 07524333) as an Non-Executive-Independent Director. In this regard, NSE soug htclarification for Corporate Governance Report forthe quarter ended September 2025.
Response from the Board of Directors: The
listed entity has submitted its response to theclarification and data requested by NSE duringthe period under review which was duly acceptedwith no further clarification or action required byNSE till date.
D. Internal Financial Controls
Your Company has well-defined and adequateinternal controls and procedures, commensurate withits size and the nature of its operations. This is furtherstrengthened by the Internal Audit done concurrently.During the year, the Company got its internal controlsover financial reporting and risk management processevaluated by independent consultants.
Besides, the Company has an Audit Committee,comprising of Non-Executive Directors, whichmonitors systems, controls, financial management,and operations of the Company.
The Audit Committee has evaluated the internalfinancial controls and risk management system at itsmeeting held on the following dates:
Date of Meeting
E. Internal Auditor
The Board appointed M/s. Brahmayya & Co., CharteredAccountants, as an internal auditor for the FinancialYear 2025-2026 based on the recommendations ofthe Audit Committee.
BOARD COMMITTEE COMPOSITION
The Board has constituted the following committeesviz. Audit Committee, Nomination and RemunerationCommittee, Stakeholders Relationship Committee,Corporate Social Responsibility Committee, and RiskManagement Committee.
A. Audit Committee
Pursuant to regulation 18 of SEBI (LODR) Regulations2015 and the provision of Section 177(8) read with Rule6 of the Companies (Meeting of Board and its Powers)
Rules 2014, the Company has duly constituted aqualified and independent Audit Committee. The AuditCommittee of the Board consists of four "IndependentDirectors" and One "Non - Independent Director" asmembers having adequate financial and accountingknowledge. The composition, procedures, powers, androle/functions of the audit committee and its termsof reference are set out in the Corporate GovernanceReport forming part of the Boards Report.
During the period under review, the suggestions putforth by the Audit Committee were duly consideredand accepted by the Board of Directors. Therewere no instances of non-acceptance of suchrecommendations.
The Audit Committee acts in accordance with theterms of reference specified by the Board of Directorsin terms of Section 177(4) of the Act and in terms ofRegulation 18 of the SEBI (LODR) Regulations, 2015. It alsooversees the vigil mechanism and is obliged to takesuitable action against the Directors or employeesconcerned, when necessary.
A detailed note on the Audit Committee is given inthe Corporate Governance Report forming part of theAnnual Report.
B. Nomination and Remuneration Committee
According to Section 178 of the Companies Act, 2013and in terms of Regulation 19 of SEBI (LODR) Regulations,2015, the Company has set up a Nomination andRemuneration Committee which has formulated thecriteria for determining the qualifications, positiveattributes, and independence of a Director andensures that:
1) The level and composition of remuneration arereasonable and sufficient to attract, retain andmotivate Directors having the quality required torun the Company successfully.
2) The relationship of remuneration to performanceis clear and meets appropriate performancebenchmarks; and
3) Remuneration to Directors, key managerialpersonnel, and senior management involves abalance between fixed and variable pay, reflectingshort-term and long-term performance,objectives appropriate to the working of theCompany and its goals.
The Nomination and Remuneration Policy of yourCompany is set out and available on your companywebsite www.chemfabalkalis.com. A detailed noteon the Nomination and Remuneration Committee isgiven in the Corporate Governance Report formingpart of the Annual Report.
C. Stakeholders' Relationship Committee
A detailed note on the Stake Holders' RelationshipCommittee is given in the Corporate GovernanceReport forming part of the Annual Report.
D. Risk Management Committee
The Company has constituted a Risk ManagementCommittee even though the constitution of RiskManagement Committee does NOT apply to theCompany since it is mandatory only for the top 1000listed Companies as per the listing regulations. TheRisk Management Committee assists the Board indrawing up, implementing, monitoring, and reviewingthe Risk Management Plan. The Committee lays downRisk Assessment and Minimization Procedures and itreviews the Procedures periodically to ensure that theExecutive Management controls the risks through theproperly defined framework.
E. Corporate Social Responsibility (CSR)Committee
The Company has compiled with the CSR provisionsand the Board has constituted Corporate SocialResponsibility Committee in accordance with Section135 of the Companies Act, 2013 read with rules madethere under. The Company is committed to operatingin a socially responsible manner in terms of protectingthe environment and conserving water resourcesand energy. Details of the CSR Policy drawn up by theCompany and the CSR expenditure and initiativeswere taken during the year 2025-26 are given inAnnexure - D to this Report.
OTHER MATTERS
A. Particulars of loans, guarantees, orinvestments u/s 186 of the Companies Act,2013
During the year, company has invested ' 5 Lakhs in itswholly owned subsidiary M/s Chemfab Hiitech PipingLimited by way of subscription to Equity share capitalof 50,000 at ' 10 each fully paid up.
B. Remuneration details of Directors andEmployees
The Company's policy on Directors' appointmentand remuneration, including criteria for determiningqualification, positive attributes and independenceof a director and other matters provided under sub¬section (3) of section 178, is posted on our company'swebsite in the following linkhttps://chemfabalkalis.com/investors/and forms part of this Report pursuantto the first proviso of Sec. 178 of the CompaniesAct 2013.
C. Debentures
During the year under review, the Company has notissued any debentures. As of date, the Company doesnot have any outstanding debentures.
During the year under review, the Company has notissued any bonus shares.
E. Borrowings
The Company has outstanding borrowings includingIND AS accounting adjustment entries and interestaccrued of ' 12,337.34 Lakhs during the financial Yearended March 31, 2026.
F. Deposits
The Company has not accepted any deposits in termsof Chapter V of the Companies Act, 2013 read withthe Companies (Acceptance of Deposit) Rules, 2014,during the year under review and as such, no amounton account of principal or interest on public depositswas outstanding as of the balance sheet date.
G. Transfer to Investor Education andProtection Fund
The details of the transfer of unclaimed dividendsand the shares for seven consecutive years to theInvestor Education and Protection Fund are givenin the Corporate Governance Report forming partof the Annual Report, which is also available on thecompany's website.
H. Credit Ratings
India Ratings has assigned initial rating of IND BBB /Negative/IND A2 for Long term Bank and Short termBank facilities.
I. Code of Corporate Governance
In compliance with the requirement of regulations24 to 27 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations, 2015, a detailed reporton Corporate Governance is annexed to this reportas Annexure - H along with a Certificate from M/s. M.Damodaran & Associates LLP, Practicing CompanySecretaries, affirming compliance with the said Codewhich is appended as Annexure - I.
J. Code of conduct for Directors and SeniorManagement:
The Board of Directors had adopted a code ofconduct for the Board Members and employeesof the company. This Code helps the Company tomaintain the standard of Business Ethics and ensurecompliance with the legal requirements of theCompany.
The Code is aimed at preventing any misconduct andpromoting ethical conduct at the Board level and byemployees. The Compliance Officer is responsible toensure adherence to the Code by all concerned.
The Code lays down the standard of conduct whichis expected to be followed by the Directors and thedesignated employees in their business dealings andin particular on matters relating to integrity in theworkplace, in business practices, and in dealing withstakeholders.
All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code.
K. Management Discussion and AnalysisReport
In accordance with the requirement of the ListingRegulations, the Management Discussion and AnalysisReport is presented in a separate section, which formsan integral part of this Annual Report.
L. Disclosure on Sexual Harassmentof Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013
The Company has in place a Prevention of SexualHarassment (POSH) Policy in line with the requirementof Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
Internal Complaint Committee (ICC) has been set upto redress the complaints received in connection withsexual harassment in any form.
All employees (permanent, contractual, temporary,trainees) are covered under this policy.
a. Number of complaints filed during the financialyear: NIL
b. Number of complaints disposed of during thefinancial year: NIL
c. Number of complaints pending as of the end ofthe financial year: NIL
M. Vigil Mechanism
The Company has established a vigil mechanism,also called the Whistle Blower Policy, which hasbeen adopted by the Board, applicable to Directorsand employees, to report concerns about unethicalbehaviour, actual or suspected fraud or violation ofthe Company's Code of Conduct or Ethics Policy. Itprovides adequate safeguards against victimizationof persons who use such mechanism and makesprovision for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptionalcases. The confidentiality of Whistle Blower shall bemaintained to the greatest extent possible. Details ofthe vigil mechanism are available on our Company'swebsite.
N. Annual Return - MGT - 7
As per the provisions of section 134(3) (a) of thecompanies Act, 2013, the Annual Return of theCompany is available on our website at www.chemfabalkalis.com/investors
O. Employees' Stock Option Scheme
The Company has adopted two Employees' StockOption Schemes:
i. Chemfab Alkalis Employees' Stock Option Scheme
- 2015 ("CAESOS -2015"); and
ii. Chemfab Alkalis Employees' Stock Option Scheme- 2020 ("CAESOS -2020").
i. Chemfab Alkalis Employees' Stock OptionScheme 2015
The Shareholders of the Amalgamated entity ChemfabAlkalis Limited had approved the Employees' StockOption Scheme titled "CAESOS - 2015" through PostalBallot on March 05, 2016. "CAESOS-2015" covering totaloption pool of 4,00,000 to be granted under the saidscheme. Out of which 2,40,000 options have beengranted as on date.
ii. Chemfab Alkalis Employees' Stock OptionScheme 2020
At the 11th Annual General Meeting held on 29th July2020, the Shareholders approved Employee StockOption Scheme ('CAESOS -2020'). Further Shareholdersapproved the amendment to Employee Stock OptionScheme ('CAESOS -2020') in the Annual GeneralMeeting held on September 12, 2025 covering thetotal options to be granted under the said schemenot to exceed 5,00,000 (Five Lakhs). The relevantdisclosures pursuant to Rule 12 (9) of the Companies(Share Capital and Debentures) Rules, 2014 and SEBI(Share Based Employee Benefits and Sweat Equity)Regulations, 2021 is forming part of the financialstatements of this Annual report.
Your Company has complied with Companies Act,2013 and SEBI (Share Based Employee Benefits andSweat Equity) Regulations, 2021 ("Regulations") wrt.ESOP Schemes viz., CAESOS-2015 and CAESOS-2020and the required disclosures under said regulationsare placed on the website at https://chemfabalkalis.com/wp-content/uploads/?0?6/08/CCAI-ESOP-Disclosure-Under-Regulation-14-2025-26-Final.pdf.Further, a certificate in this regard has been receivedfrom the Secretarial Auditors of the Company thatESOP Schemes viz., CAESOS-2015 and CAESOS-2020has been implemented in accordance with SEBI(Share Based Employee Benefits and Sweat Equity)Regulations, 2021 and the resolution(s) passed by theMembers of the Company. The certificate is given inAnnexure-J.
During the Financial Year 2025-2026 the Companyhas allotted 10,000 equity shares under 'CAESOS -2020'scheme.
P. Green initiatives
Pursuant to the Ministry of Corporate Affairs (MCA)circulars dated April 08, 2020, April 13, 2020, and May05, 2020, and other circulars issued from time totime, the Company is providing the facility of remotee-voting to its members in respect of the businessto be transacted at the AGM. Electronic copies of theAnnual Report 2025-2026 and Notice of the Seventeen(17th) Annual General Meeting are sent to all themembers whose email addresses are registered withthe Company/Depository Participant(s). Further, thesoft copy of the Annual Report (in pdf format) is alsoavailable on our websitehttps://chemfabalkalis.com/investors/
Pursuant to Section 108 of the Companies Act,2013, Rule 20 of the Companies (Management andAdministration) Rules, 2014, and Listing Regulations,the Company is providing an e-voting facility to allmembers to enable them or their nominees to casttheir votes electronically on all resolutions outlined inthe notice. The instructions for e-voting are providedin the notice.
Q. Statement on Secretarial Standards
The Company is adopting compliances of applicablesecretarial standards and other secretarial standardsto ensure good governance.
R. Human Resources
Employee relations continue to be cordial andharmonious at all levels and in all the divisions of theCompany. The Board of Directors would like to expresstheir sincere appreciation to all the employees fortheir continued hard work and dedication.
The number of Direct employees as of March 31, 2026,was 219. The table containing the names and otherparticulars of employees in accordance with theprovisions of Section 197(12) of the Companies Act,2013, read with Rule 5(1) and 5 (2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is appended as Annexure - Eto the Board's Report.
S. Details of application made or proceedingsunder IBC 2016 during the year
The Company has not applied any application underInsolvency and Bankruptcy code, 2016.
T. Details of one-time settlement and thevaluation done while taking loan from Banksand Financial Institutions
The company has not entered into a one-timesettlement with any Banks & Financial Institutionsduring the Financial Year 2025-26.
U. During FY 2025-26, the Company has complied withall the applicable provisions relating to the MaternityBenefit Act, 1961.
ACKNOWLEDGMENT
The Directors thank the Shareholders, Customers,Dealers, Suppliers, Bankers, Financial Institutions andall other business associates for their continuedsupport to the Company and the confidence reposedin its Management. The Directors also thank theGovernment authorities for their co-operation. TheDirectors wish to record their sincere appreciation ofthe significant contribution made by the CCAL matesat all levels to its successful operations.
By Order of the Board of DirectorsFor Chemfab Alkalis Limited
Place: Chennai Suresh Krishnamurthi Rao
Date: 29th July 2026 Chairperson
DIN: 00127809