Chembond Material Technologies Limited

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SE/CS/2025-26/48

July 22, 2025

To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex, Bandra (W), Mumbai – 400 001 Mumbai – 400 051 Scrip Code – 530871 Scrip Code – CHEMBOND

Ref: ISIN: INE995D01025

Sub: 50[th] Annual Report 2024-25 and notice of 50[th] Annual General Meeting (AGM)

Dear Sir/Madam,

This is to inform you that the 50[th] AGM of the Company will be held on Thursday, August 14, 2025 at 3.00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

Pursuant to Regulation 30 and 34(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the Annual Report of the Company for the Financial Year 2024-25 along with the Notice convening the 50[th] AGM of the Company.

Notice of the 50[th] AGM and Annual Report for the financial year 2024-25 can also be downloaded from website of the Company https://chembond.in/annual-reports/.

The same may please be taken on record and suitably disseminated to all concerned.

Thanking You

Yours faithfully,

For Chembond Material Technologies Limited (formerly Chembond Chemicals Limited)

Suchita Digitally signed by Suchita Hemantku Hemantkumar Singh mar Singh Date: 2025.07.22 17:37:42 +05'30' Suchita Singh Company Secretary & Compliance Officer

(formerly Chembond Chemicals Limited)

EL-71, Chembond Centre, Mahape MIDC, Navi Mumbai 400710. INDIA T: +91 22 62643000 - 03 ● F: +91 22 27681294

www.chembond.in

CIN : L24100MH1975PLC018235

Chembond Material Technologies Limited

NOTICE

NOTICE is hereby given that the 50[th] Annual General Meeting (“AGM”) of the Members of Chembond Material Technologies Limited (CIN: L24100MH1975PLC018235) will be held on Thursday, August 14, 2025, at 3.00 p.m. through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt

(a) the audited standalone financial statements of the Company for the financial year ended March 31, 2025 together with the reports of the Board of Directors and Auditors thereon; and
(b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 together with the report of the Auditors thereon.

2. To declare final dividend on equity shares for the financial year ended March 31, 2025

3. To appoint a Director in place of Mr. Nirmal V. Shah (DIN:00083853), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

4. Resignation of Statutory Auditor

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 140 of the Companies Act, 2013 read with Rule 8 of the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the resignation of M/s. S H B A & CO LLP, Chartered Accountants (Firm Reg. No. 101046W / W100063) as the Statutory Auditors of the Company w.e.f. the date of the 50[th] Annual General Meeting of the Company to be held in the year 2025, be and is hereby noted and accepted;

RESOLVED FURTHER THAT the Board places on record its appreciation for the assistance and guidance provided M/s. S H B A & CO LLP, Chartered Accountants during their tenure as Statutory Auditor of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company and the Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds, matters and

things as it may, in its absolute discretion, deem necessary or proper or expedient to give effect to the aforesaid resolution.”

5. Appointment of Statutory Auditor

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 139, 141 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s), amendment(s) or reenactment(s) thereof for the time being in force) M/s. Kastury & Talati, Chartered Accountants, Mumbai (Firm Reg. No. 104908W), who have confirmed their eligibility to be appointed as the Statutory Auditors of the Company for a period of five (5) years, from ensuing 50[th] Annual General Meeting to be held in 2025 until the conclusion of the 55[th] Annual General Meeting to be held in 2030 to conduct audit of accounts of the Company on such terms and conditions and at a remuneration as mentioned in the Statement annexed herewith pursuant to Section 102 of the Act;

RESOLVED FURTHER THAT the Board of Directors of the Company and the Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or proper or expedient to give effect to the aforesaid resolution.”

6. To appoint Mr. Virendra G. Bhatt – Practicing Company Secretary (ACS – 1157 / CP – 124) as a Secretarial Auditor of the Company

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to provision of Section 204 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1)(b) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement), Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Audit Committee and Board of Directors, approval of the Members of the Company be and is hereby given for appointment of Mr. Virendra G. Bhatt (ACS – 1157 / CP – 124), Practicing Company Secretary as the Secretarial Auditor of the Company,

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for a term of five (5) consecutive years, commencing from FY 2025-26 till FY 2029-30, to undertake the Secretarial Audit and issue Secretarial Audit Report and Secretarial compliance for the aforesaid period at such remuneration plus taxes and out of pocket expenses as stated in the statement annexed herewith and as may be determined by the Audit Committee and / or Board of Directors of the Company in such manner and to such extent as may be mutually agreed with the Secretarial Auditor and as mentioned in the Explanatory Statement;

7. To approve remuneration to Cost Auditor

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (“the Act”), M/s. Aatish & Associates, Cost & Management Accountants, Mumbai, (FRN: 006726/Membership No. 30105), appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the FY ending March 31, 2026, be paid a remuneration of ₹1,21,000/- (Rupees One Lakh Twenty One Thousand only), plus Goods and Services Tax and reimbursement of out of pocket expenses incurred by them in connection with the aforesaid audit.”

8. Appointment of Mr. Jaywant Tawade (DIN: 08231696) as a Director of the Company

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as Special Resolution:

“RESOLVED THAT Mr. Jaywant Tawade (DIN: 08231696), who was appointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee as an Additional (Executive) Director of the Company with effect from May 31, 2025 and who holds office up to the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (‘the Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Articles of Association of the Company and who is eligible for appointment

and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of Securities and Exchange Board of India Listing Regulation and other applicable provisions, if any, consent of the members of the Company be and is hereby accorded to the appointment and continuation of Mr. Jaywant Tawade (DIN:08231696) as an Executive Director of the Company, who has attained the age of 75 years.

RESOLVED FURTHER THAT approval of the Company be and is hereby accorded to the Board of Directors of the Company (including any Committee thereof) and the key managerial personnel to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to execute all necessary documents, applications, returns and writings as may be necessary, proper or expedient”.

9. Appointment of Mr. Jaywant Tawade (DIN: 08231696) as an Executive Director of the Company

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors (Board), consent of the members of the Company be and is hereby accorded to appoint Mr. Jaywant Tawade (DIN: 08231696), as an Executive Director of the Company w.e.f. May 31, 2025 for a term upto 3 consecutive years i.e. from the date of appointment, on terms and conditions of appointment and remuneration and commission as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, with liberty to the Board to vary the terms and conditions of the said appointment including remuneration, as may be mutually agreed with Mr. Tawade from time to time, without being required to seek further approval of the members

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of the Company or otherwise to the end intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.;

RESOLVED FURTHER THAT approval of the Company be and is hereby accorded to the payment of remuneration as set out in the Explanatory Statement annexed hereto or such other remuneration as may be mutually agreed in the manner as set out above, as minimum remuneration for a period not exceeding three (3) years or such other period as may be statutorily permitted, in the event of inadequacy or absence of profits as contemplated under Section 197 and all other applicable provisions of the Act read with Schedule V of the Act;

10. To approve re-appointment of Mr. Sameer V. Shah (DIN: 00105721) as the Chairman and Managing Director

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualification of Directors) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors (Board), consent of the members of the Company be and is hereby accorded for re-appointment of Mr. Sameer V. Shah (DIN: 00105721), as the Chairman and Managing Director of the Company with effect from August 1, 2025 for a term upto 3 consecutive years i.e. from the date of appointment , on terms and conditions of appointment and remuneration and commission as set out in the Explanatory Statement annexed hereto, which shall be deemed to form part hereof, with liberty to the Board to vary the terms and conditions of the said appointment including remuneration, as may be mutually agreed with Mr.

Shah from time to time, without being required to seek further approval of the members of the Company or otherwise to the end intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution;

RESOLVED FURTHER THAT approval of the Company be and is hereby accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to execute all necessary documents, applications, returns and writings as may be necessary, proper or expedient.”

11. Approval of CHEMBOND Employee Stock Option Scheme 2025 (“CHEMBOND ESOP 2025”) and granting of stock options to the employees of the Company under CHEMBOND ESOP 2025

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (“the Act”), the applicable provisions of the Securities and Exchange Board of India ("SEBI") (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with all the circulars and notifications issued in this regard (“the SBEB Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), including any statutory modifications or amendments or re-enactment thereof for the time being in force, the Foreign Exchange Management Act, 1999 and rules and regulations framed thereunder and such other applicable laws, rules, regulations of any statutory/regulatory authority(ies), (‘Applicable Laws’), the relevant provisions of the Memorandum and Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee

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of the Company (“NRC”) (also designated as Compensation Committee (“CC”) and the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), and subject to such other approvals, permissions and sanctions as may be required from the appropriate authorities or bodies and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, approval of the Members of the Company be and is hereby accorded for adoption and implementation of ‘CHEMBOND Employees Stock Option Scheme 2025’ (‘CHEMBOND ESOP 2025’), the salient features of which are set out in the explanatory statement annexed hereto, and to create, offer, grant, issue and allot Employee Stock Options (‘Stock Options’) under CHEMBOND ESOP 2025, from time to time in one or more tranches not exceeding 4,00,000 (Four Lakh only) Stock Options constituting of approximately 3% of the issued Equity Share Capital of the Company as on March 31, 2025 to or for the benefit of such Eligible Employees of the Company, exclusively working in India or abroad as determined in the terms of the Scheme exercisable into not more than 4,00,000 equity shares of face value of ` 5 (Rupees Five Only) each fully paid up (‘Shares’) where one option would convert into one equity share upon exercise, on such terms and in such manner, in accordance with the provisions of the applicable laws and the provisions of the CHEMBOND ESOP 2025.”

RESOLVED FURTHER THAT the Board and/or NRC and/or CC or any other committee authorised by the Board, be and is hereby authorised to issue Stock Options to Eligible Employees and allot Equity Shares, from time to time, upon exercise of Stock Options by Eligible Employees, in accordance with the terms of the CHEMBOND ESOP 2025 and such Equity Shares shall rank pari-passu in all respects with the then existing Equity Shares of the Company;

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split or consolidation of shares, buyback of shares, change in capital structure, scheme of arrangement etc., the outstanding Stock Options, granted/to be granted under the CHEMBOND ESOP 2025 and/or the exercise price shall be suitably adjusted, as may be required in compliance with the provisions of the Applicable Laws;

RESOLVED FURTHER THAT any one of the Directors

of the Company and/or the Company Secretary be and are hereby severally authorised to take requisite steps for listing of the Equity Shares allotted under the CHEMBOND ESOP 2025 on the Stock Exchanges where the Equity Shares of the Company are listed in due compliance with the provisions of the Applicable Laws;

RESOLVED FURTHER THAT for the purpose of bringing into effect and implementing CHEMBOND ESOP 2025 and generally for giving effect to these Resolutions, the Board and/or NRC and/or CC be and are hereby authorised, on behalf of the Company, to do all such acts, matters, deeds, things and give such directions as may be considered necessary, expedient, incidental or desirable for giving effect to the above and with the authority to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage and to carry out any modifications, changes, variations, alterations or revisions in the terms and conditions of the CHEMBOND ESOP 2025, to the extent permissible under the Applicable Laws, without requiring the Board and/or NRC and / or CC to obtain any further consent or approval of the Members of the Company;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any powers conferred herein, to any committee of directors with a power to further delegate to any executives / officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary to give effect to this resolution.”

12. To consider and approve grant of Employee Stock Options to the Employees of Subsidiary / Associate Companies of the Company under CHEMBOND ESOP 2025

To consider and if deemed fit, to pass with or without modification(s), the following resolution as a Special Resolution

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Management Act, 1999 and rules and regulations framed thereunder and such other applicable laws, rules, regulations of any statutory/regulatory authority(ies), (‘Applicable Laws’), the relevant provisions of the Memorandum and Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee of the Company (“NRC”) (also designated as Compensation Committee (“CC”) and the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall be deemed to include any Committee thereof which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), and subject to such other approvals, permissions and sanctions as may be required from the appropriate authorities or bodies and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, approval of the Members of the Company be and is hereby accorded to extend the benefit of and under the ‘CHEMBOND Employees Stock Option Scheme 2025’ (‘CHEMBOND ESOP 2025’), including the grant of Employee Stock Options and issuance of equity shares thereunder not exceeding 4,00,000 (Four Lakh only) Employee Stock Options constituting of approximately 3% of the issued Equity Share Capital of the Company as on March 31, 2025, to the eligible employees of the subsidiary company (ies) and / or associate company (ies) exclusively working in India or abroad, as determined in the terms of the CHEMBOND ESOP 2025 and to authorise the Board / NRC / CC to offer, issue, grant and allot from time to time in one or more tranches Employee Stock Options (‘Stock Options’) under CHEMBOND ESOP 2025 to the eligible employees of the subsidiary / associate companies as determined in terms of CHEMBOND ESOP 2025, within the ceiling of total number of options and equity shares, as specified in CHEMBOND ESOP 2025 along with such other terms and in such manner, in accordance with the provisions of Applicable Laws and provisions of the CHEMBOND ESOP 2025 and such Equity Shares shall rank pari-passu in all respects with the existing Equity Shares of the Company;

RESOLVED FURTHER THAT any one of the Directors of the Company and/or the Company Secretary be and are hereby severally authorised to take requisite steps for listing of the Equity Shares allotted under the CHEMBOND ESOP 2025 on the Stock Exchanges where the Equity Shares of the Company are listed in due compliance with the provisions of the Applicable Laws;

RESOLVED FURTHER THAT for the purpose of bringing into effect and implementing CHEMBOND ESOP 2025 and generally for giving effect to these Resolutions, the Board and/or NRC and / or CC be and are hereby authorised, on behalf of the Company, to do all such acts, matters, deeds, things and give such directions as may be considered necessary, expedient, incidental or desirable for giving effect to the above and with the authority to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage and to carry out any modifications, changes, variations, alterations or revisions in the terms and conditions of the CHEMBOND ESOP 2025, to the extent permissible under the Applicable Laws, without requiring the Board and/or NRC and / or CC to obtain any further consent or approval of the Members of the Company;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any powers conferred herein, to any committee of directors with a power to further delegate to any executives / officers of the company to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary to give effect to this resolution.”

13. Appointment of Mr. Kamal Tandon (DIN: 09664746) as a Director and an Independent Director

To consider and, if thought fit, to give ASSENT / DISSENT to the following resolution as Special Resolution :

“RESOLVED THAT Mr. Kamal Tandon (DIN: 09664746), who was appointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee as an Additional (Non-Executive, Independent) Director of the Company with effect from July 16 , 2025 and who holds office up to the date of this Annual General Meeting of the Company under Section 161(1) of the Companies Act, 2013 (‘the Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Articles of Association of the Company and who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a

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Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule IV to the Act, and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17, 25 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’), as amended, the appointment of Mr. Kamal Tandon,

who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) years commencing from July 16, 2025 up to July 15, 2030, be and is hereby approved;

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Navi Mumbai May 30, 2025

By Order of the Board of Director of Chembond Material Technologies Limited (formerly Chembond Chemicals Limited)

REGISTERED OFFICE:

Chembond Centre, EL-71, MIDC, Mahape, Navi Mumbai- 400 710 Maharashtra, India. Tel: +91 22 6264 3000 Fax: +91 22 2768 1294 E-mail: [email protected] Website: www.chembond.in CIN: L24100MH1975PLC018235

sd/- Suchita Singh Company Secretary

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NOTES:

The Ministry of Corporate Affairs (“MCA”) has vide its general circular dated read with circulars dated April 8, 2020, April 13, 2020, May 5, 2020 January 13, 2021, May 5, 2022, December 28, 2022 and September 25, 2023, September 19, 2024 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (SEBI), vide its circulars dated May 12, 2020, January 15, 2021, January 5, 2023, October 7, 2023 and October 3, 2024 (“SEBI Circulars”) permitted to hold Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue.

In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), MCA Circulars and SEBI Circulars, the 50[th] AGM is being held through VC / OAVM only. Hence Members can attend the AGM through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company. The Company has made arrangements through National Securities Depository Limited (“NSDL”), to provide VC / OAVM facility for the AGM and for conducting the e-AGM. The Members can join the e-AGM 15 minutes before the scheduled time of the AGM following the procedure mentioned in the Notice.

The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business item Nos. 4 to 13 of the Notice, is annexed hereto.
Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the Proxy need not be a Member of the Company. Since this AGM is being held through VC / OAVM pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies shall not be available for AGM and hence Proxy Form and Attendance Slip are not annexed to this Notice. Institutional / Corporate shareholders intending to depute their authorised representatives to attend the AGM through VC/ OAVM and participate thereat and cast their votes

through e-voting are requested to send a certified copy of its Board Resolution / authorisation letter, authorising its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution / authorisation should be sent by email to [email protected] or: [email protected] or upload on the website of NSDL http://www.evoting.nsdl.com.

Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.
The Members can join the AGM in the VC/OAVM mode 15 minutes before the scheduled time of the AGM and the facility shall be made available to the Members on first-cum-first served basis. The facility to join the AGM will close 15 minutes after the scheduled time or when the capacity is full whichever is earlier by following the procedure mentioned below. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 Members only on a first-cumfirst served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first-cum-first served basis. In case of joint holders, attending the meeting, only such joint holder who is higher in order of names will be entitled to vote.
In terms of Section 152 of the Act, Mr. Nirmal V. Shah (DIN: 00083853), Director, retires by rotation at the AGM and being eligible, offers himself for re-appointment. As per explanation to Section 152(6)(e) of the Act, total number of Directors for the purpose of determining Directors liable to retire by rotation shall not include Independent Directors, whether appointed under the Act or any other law for the time being in force. Information of Director proposed to be re-appointed at the AGM as required by Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is annexed to the Notice. The Director has furnished the requisite declarations for his reappointment, as applicable.

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Queries on financial statements and/ or operations of the Company, if any, may please be sent to the Company atleast seven days in advance of the meeting so that the answers may be made available at the AGM.
The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred to in the Notice will be available for inspection in electronic mode by the Members from the date of circulation of this notice upto the date of 50[th] AGM.
The Board of Directors has recommended a Final Dividend of ₹ 1.75/- (Rupees One Rupee Seventy Five paisa only) per equity share of ₹5/- (Rupees Five only) each (35%) for the financial year ended March 31, 2025 subject to approval of the Members at the ensuing AGM. The Dividend, if approved by the Members at the ensuing AGM will be paid to those shareholders whose names stand registered.
a. Beneficial owners at the end of business hours on July 31, 2025, being the record date as per the list to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) will be paid the Final Dividend for the financial year ended March 31, 2025, as recommended by the Board, if approved at the AGM, on or after August 19 , 2025.
b. As members in the Register of Members of the Company after giving effect to valid transmission/ transposition in physical form lodged with the Company’s Registrar and Share Transfer Agent (RTA) MUFG Intime India Private Limited (formerly Link Intime India Private Limited), C-101, 1[st] floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West) Mumbai 400 083, on or before the Record date. The transmission/transposition requests complete in all respects should reach the RTA well before the above date.

Members holding shares in physical mode are requested to send all the communications pertaining to shares of the Company including intimation of changes pertaining

to their bank account details, mandates, nominations, change of address, e-mail id etc with the Company’s RTA – MUFG, at their - Registered Address or e-mail at csg unit@ in.mpms.mufg.com along with a copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Aadhar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member.

Members holding shares in electronic form must intimate the changes, if any, to their respective Depository Participants (DPs).

In case of any queries / difficulties in registering the e-mail address or any other details, Members may write to cs@ chembond.in.

c. Members holding shares in single name are advised to avail the facility of nomination in respect of shares held by them pursuant to the provisions of Section 72 of the Act. Members holding shares in physical form desiring to avail this facility may send their nomination in the prescribed Form No. SH13 duly filled in to the RTA of the Company. Members holding shares in electronic mode may contact their respective DPs for availing this facility.
d. As per Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/655 November 3, 2021, and clarification vide Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 issued by SEBI, on Common and Simplified Norms for processing Investor’s Service Request by RTAs. SEBI has mandated the furnishing of PAN, Address with PIN code, E-mail address, Mobile No., Bank Account details, Specimen Signature & Nomination by holders of physical securities and that from January 1, 2022, RTAs shall not process any service requests or complaints received from the holder(s)/ claimant(s), till PAN, KYC and Nomination documents/details etc. are received. The Company has sent reminders to the physical holders whose mandatory details are yet to be updated.

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e. As per the provisions of Section 124 of the Act, dividends not en-cashed/ claimed by the Members of the Company, within a period of seven (7) years from the date of declaration of dividend, shall be transferred to the Investor Education and Protection Fund (IEPF) by the Company.

The details of Dividends declared and paid by the Company and the corresponding tentative due dates for transfer of such uncashed / un-claimed dividend are given in the Corporate Governance Report under the heading ‘Unpaid / Unclaimed Dividends’.

Details of shares transferred to the IEPF Authority are available on the website of the Company at https://chembond. in/unclaimed-dividend/ The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in. Members who have not encashed / claimed dividend warrant(s) so far in respect of the above financial years are requested to make their claims to the RTA of the Company well in advance of the above tentative dates.

Further, pursuant to the provisions of Section 124 of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to IEPF.

Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from them after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an online application to the IEPF Authority in Form IEPF-5 (available on www.iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to time. The Member/Claimant can file only one consolidated claim in a financial year as per the IEPF Rules. Concerned members/ investors are advised to visit the weblink: http://iepf.gov.in/IEPFA /refund.html.

Members are requested to claim any uncashed dividends and for future opt for electronic clearing service, so that dividends paid by the Company are credited to the Members account on time.

Annual Report 2024-25 is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/ DPs. The Annual Report is also uploaded on the website of the Company at www.chembond.in. Further, pursuant to regulation 36(1)(b) of Listing Regulations, a letter providing the weblink of annual report has been sent to those shareholders who have not registered their email id’s. Members may note that the Notice and Annual Report 202425 can also be accessed from websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of NSDL (agency for providing remote e-voting facility and e-voting system during the AGM) i.e. www.evoting.nsdl.com.
Rule 18 of the Companies (Management and Administration) Rules, 2014 requires a company to provide an advance opportunity at least once in a financial year, to the member to register his/ her e-mail address and changes therein and such request may be made by only those members who have not got their e-mail id recorded or to update a fresh e-mail id and not from the members whose e-mail ids are already registered. Members are requested to get their e-mail ids registered with their DP or RTA. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone / mobile numbers, PAN, mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number and type, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to MUFG in case the shares are held by them in physical form quoting your folio no.
To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s)

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dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.

To support the ‘Green Initiative’, Members who have not yet registered their e-mail addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.
The final dividend once approved by the shareholders in the ensuing AGM will be paid through Electronic Clearing Service or any other means to those shareholders who have updated their Bank Account details. For shareholders who have not updated their bank account details dividend warrants / demand draft / cheques will be sent to their registered addresses. Shareholders are requested to update their KYC with their depositories (for shares held in Dematerialized form) and with the Company’s RTA -MUFG (for shares held in Physical form) to receive the dividend into their account.
Members holding shares in physical form are requested to intimate any change of address and / or bank mandate to MUFG, Registrar and Share Transfer Agent of the Company or by sending a

request on e-mail at [email protected] or contact MUFG at [email protected]. In case, the Company is unable to pay the dividend to any shareholder by electronic mode, due to nonavailability of the details of the bank account, the Company shall dispatch the dividend warrant to such shareholder by post.

The Income Tax Act, 1961 (‘the IT Act’) as amended by the Finance Act, 2020 mandated that dividend paid or distributed by a Company on or after April 1, 2020 shall be taxable in the hands of the Members and the Company is required to deduct Tax at source (‘TDS’) from dividend paid to the Members at the prescribed rates at the time of making the final dividend. To enable compliance with TDS requirements, Members are requested to provide documents in accordance with the provisions of the IT Act. Members are also requested to complete and / or update Residential Status, PAN, category as per the IT act, with the Company / Registrar by sending documents through e-mail at [email protected] by Thursday, July 31, 2025.

The rate of TDS will vary depending on the residential status of the Shareholder and documents registered with the Company.

1. IN CASE OF A RESIDENT SHAREHOLDER:

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TDS rate Category of shareholder Exemption category / required documentation
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TDS rate	Category of shareholder	Exemption category / required documentation

10 per cent*	Resident shareholder (with valid PAN)	Update the PAN if not already done with depositories (in case of shares held in demat mode) and with the Company's Registrar and Transfer Agents – MUFG Intime India Private Limited (formerly Link Intime India Private Limited) (in case of shares held in physical mode).
20 per cent*	Resident shareholder (without / invalid PAN/ inoperative PAN)
Lower/Nil rate	Resident shareholder who has obtained a certifcate from the income-tax authorities under Section 197 of the Act for TDS at a lower / Nil rate.	Tax will be deducted at the rate specifed in the said certifcate, subject to furnishing a self-attested copy of the same. The certifcate should be valid for the FY 2025-26.
Nil	Resident individual submitting Form 15G/15H	Declaration in Form15G (applicable to an individual who is less than 60 years of age)/Form 15H (applicable to an Individual who is 60 years and older), fulflling certain conditions.
Nil	Insurance Company: Public & Other Insurance Companies	Documentary evidence that the provisions of Section 194 of the Act are not applicable.
Nil	Person Covered under Section 196 of the Act (e.g. Mutual Funds, Business Trust,Alternative Investment fund,Govt. etc.)	Documentary evidence that the person is covered under said Section 196 of the Act.

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Note:

1. Recording of the PAN for the registered Folio/DP id-Client id is mandatory. In absence of PAN, tax will be deducted at a higher rate of 20%, as per higher rates as prescribed under the Act.

a. The aggregate of TDS and TCS in whose case is ₹50,000/- or more in that previous year.

Non-resident shareholders who do not have a permanent establishment in India are excluded from the scope of a ‘Specified Person’.

TDS on dividend falls within the purview of proposed Section of the IT Act. Therefore, we request you to please give a written declaration along with copies of ITR acknowledgements of previous two assessment year for our records. If the said declaration along with ITR acknowledgements are not received before July 31, 2025 , then TDS will be deducted at higher of the following rates:

i) twice the rate specified in the relevant provision of the Act; or
ii) twice the rate in force; or
iii) the rate of 5%

Further, confirmation w.r.t. the linking of Aadhar with PAN in compliance with Section 139AA of the IT Act is to be provided (Applicable only for individual shareholders).

2. IN CASE OF A NON-RESIDENT SHAREHOLDER:

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TDS rate Category of Exemption category /
shareholder required documentation
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TDS rate	Category of shareholder	Exemption category / required documentation

20 per cent (plus applicable surcharge and cess)	All non-resident shareholders, including Foreign Portfolio Investors (‘FPIs/FIIs’)	Subject to the non-resident shareholder providing the below-mentioned documents, the Company will deduct tax at the rate prescribed in the tax treaty, wherever applicable: − Copy of Indian Tax Identifcation number (PAN), if available − Self-attested copy of Tax Residency Certifcate (TRC) applicable for the FY 2025-26 obtained from the tax authorities of the country of which the shareholder is resident − Self-declaration in Form 10F if PAN is not available − Self-declaration for no permanent establishment / fxed base / business connection in India, place of efective management, benefcial ownership and eligibility to avail tax treaty beneft [on shareholder's letterhead] TDS shall be recovered at 20% (plus applicable surcharge and cess) if any of the above- mentioned documents are not provided. Application of Tax Treaty rate shall depend upon the completeness of the documents submitted by the non-resident shareholder and are in accordance with theprovisions of the Act.
Lower rate prescribed under the tax treaty	Non - resident shareholder who has opted to be governed by the provisions of the tax treaty between India and the country of tax residence of the shareholder.
Lower /Nil rate	Non-resident shareholder who has obtained a certifcate from the income-tax authorities under Section 197/195 of the Act.	Lower / Nil rate of TDS, subject to furnishing a self-attested copy of the certifcate. The certifcate should be valid for the FY 2025-26.

Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction / withholding on dividend amounts. Application of beneficial DTAA Rate shall depend upon the completeness and document submitted by NonResident shareholder. Accordingly, in order to enable us to determine the appropriate TDS / withholding tax rate applicable, we request you to provide these details and documents as mentioned above before July 31, 2025 at [email protected] in order to enable the

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Company to determine and deduct appropriate TDS / withholding tax rate. No communication on the tax determination / deduction shall be entertained post the given date. It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents from you, there would still be an option available with you to file the return of income and claim an appropriate refund, if eligible.

We shall arrange to e-mail the soft copy of TDS certificate to you at your registered e-mail id in due course. Also, the TDS so deducted shall be reflected in Form 26AS against respective PAN, post payment of the said Dividend.

The Company vide its separate e-mail communication dated July 11, 2025 had informed the Members regarding the change in the IT Act as well as the relevant procedure to be adopted by the Members to avail the applicable tax rate. The detailed process is also available on the website of the Company at www.chembond.in.
As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or the Company’s RTA in this regard.
SEBI vide its notification dated April 20, 2018, has mandated the submission of PAN and /or Bank Account details for updation of the same against their folio number. Members holding shares in electronic form are, therefore, requested to submit the PAN / Bank account details to their DPs with whom they are maintaining their demat accounts. The Company has sent reminder, through its RTA, to the Members whose details are incomplete. Members are requested to complete their KYC at the earliest.
As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by
submitting Form No. SH-13. The said form can be downloaded from the Company’s website https:// chembond.in/unclaimed-dividend/. If a Member who desires to cancel the earlier nomination and record a fresh nomination, may submit the same in Form No. SH-14. Members holding shares in physical form are requested to obtain the nomination forms from the Company’s RTA. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to RTA in case the shares are held in physical form, quoting your folio no.
Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or RTA, the details of such folios together with the original share certificates for consolidating their holding in one folio. A consolidated share certificate will be returned to such Members after making requisite changes thereon.
Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Monday, August 4, 2025 through e-mail on [email protected] . The same will be replied by the Company suitably.
The instructions for remote e-voting are given as follows:

PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS (E-VOTING):

1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations (as amended), and the Circulars issued by MCA, your Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

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The remote e-voting period begins on August 11, 2025 at 09:00 A.M. and ends on August 13, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. August 7, 2025 may cast their vote electronically.

The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being August 7, 2025.

Members who have already voted prior to the meeting date would not be entitled to vote at the meeting.

How do I vote electronically using NSDL e-voting system?

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-voting system

A) Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-voting facility.

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Type of Login Method
shareholders
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Type of shareholders	Login Method	Login Method

Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4	Existing IDeAS user can visit the e-Services website of NSDL viz.https://eservices.nsdl. comeither on a personal computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under Value added services. Click on“Access to e-voting”under e-Voting services and you will be able to see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon“Login”which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual 1. Users who have opted for CDSL Easi / Easiest Shareholders facility, can login through their existing user id holding securities and password. Option will be made available in demat mode with to reach e-voting page without any further CDSL authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly.

If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & e-mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting Service Providers.

Individual You can also login using the login credentials of Shareholders your demat account through your Depository (holding securities Participant registered with NSDL/CDSL for in demat mode) e-voting facility. Upon logging in, you will be able login through to see e-voting option. Click on e-voting option, their depository you will be redirected to NSDL/CDSL Depository participants site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33

B) Login Method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-voting website?

Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a personal computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below:

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Manner of holding shares Your User ID is:
i.e. Demat (NSDL or
CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote
b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your e-mail id is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail id. Trace the email sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your e-mail id is not registered, please follow steps mentioned below in process for those shareholders whose e-mail ids are not registered.
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8 Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system.

How to cast your vote electronically and join General Meeting on NSDL e-voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of Chembond Chemicals Limited to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.
Now you are ready for e-voting as the voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bhattvirendra1945@ yahoo.co.in with a copy marked to evoting@nsdl. co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon

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five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “ Forgot User Details/Password? ” or “ Physical User Reset Password? ” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Sanjeev Yadav, Assistant ManagerNSDL at [email protected] or at evoting@nsdl. co.in

Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@chembond. in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated 9[th] December, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and e-mail id correctly in their demat account in order to access e-voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.

3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM shall be the same person mentioned for remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system. Members may access by following the steps mentioned above for Access to NSDL e-voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

4. Please note that participants connecting from Mobile Devices or Tablets or through laptop connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
Registration of Speaker –
a. Shareholders who would like to speak during the meeting must register their request on or before Thursday, August 7, 2025, mentioning their name, demat account number/folio number, e-mail id, mobile number at [email protected].
b. Shareholders will get confirmation on first-cumfirst served basis depending upon the provision made by the client.
c. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
d. Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
e. Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
f. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
g. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM.
h. The Members who do not wish to speak during the AGM but have queries may send their queries in advance at least 10 days prior to meeting, mentioning their name, demat account number/ folio number, e-mail id, mobile number at cs@ chembond.in. These queries will be replied to by the Company suitably by e-mail.
j. Members are encouraged to join the Meeting through laptops / tablets for better experience.
j. Further, Members will be required to allow camera and use Internet with a good speed to avoid any disturbance during the meeting.

OTHER INFORMATION:

i. Attending the e-AGM: Members will be able to attend the AGM through VC/OAVM. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, Members can also use the OTP based login for logging into the e-voting system.
ii. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act.
iii. Submission of Questions / queries prior to e-AGM: Members desiring any additional information with regard to Accounts/ Annual Reports or has any question or query are requested to write to the Company Secretary on the Company’s email-id cs@ chembond.in at least 10 days before the date of the 50[th] AGM, so as to enable the Management to keep the information ready. Please note that, member’s questions will be answered only if they continue to hold the shares as of cut-off date.
iv. Members who need technical assistance before or during the AGM, can contact NSDL. Corporate members intending to send their authorized representatives to attend the AGM through VC / OAVM pursuant to the provisions of Section 113 of the Act are requested to send a certified copy of the relevant Board Resolution to the Company.
v. The Company has appointed Mr. Virendra Bhatt, (Membership no. ACS-1157, CP no. 124) and in his absence Ms. Indumati Zaveri (Membership no. 2209, CP no. 7245), as the Scrutinizer to scrutinize the remote e-voting as well as the votes cast at the time of AGM in a fair and transparent manner.
vi. The Scrutinizer shall, immediately after the conclusion of AGM, count the votes cast at the AGM and thereafter, unblock the votes cast through remote e-voting in the presence of at least two witnesses, who are not in the employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizer’s Report of the total votes cast in favour of or against, if any, within the prescribed time limit after the conclusion of the AGM to the Chairman or the Company Secretary or a person authorised by the Chairman, who shall declare the result of the voting forthwith.

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vii. The resolution(s) will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the resolution(s). The Results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company at www. chembond.in and Service Provider’s website at [email protected] the communication will be sent to the BSE Limited and National Stock Exchange of India Limited.

STATEMENT ANNEXED TO THE NOTICE SETTING OUT THE MATERIAL FACTS CONCERNING EACH ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD ON GENERAL MEETINGS

ITEM NO. 4

The members of the Company at its 43[rd] AGM held on August 11, 2018, appointed M/s. S H B A & CO LLP, Chartered Accountants, (formerly known as Bathiya & Associates LLP) Firm Registration No. 101046W/ W100063 Mumbai as the Statutory Auditors of the Company for a period of five (5) years to hold office from the conclusion of the 43[rd] AGM till the conclusion of the 48[th] AGM of the Company. Further at the 48[th] AGM held on August 19, 2023, M/s. S H B A & CO LLP, Chartered Accountants were re-appointed for a period of 5 years i.e. from the conclusion of the 48[th] AGM till the conclusion of the 53[rd] AGM of the Company to be held in the year 2028.

M/s. S H B A & CO LLP, Chartered Accountants, vide their letter dated May 27, 2025 expressed their intent to resign from the position of Statutory Auditors of the Company at the forthcoming AGM, following the completion of the statutory audit for the financial year ended March 31, 2025 and the limited review for the quarter ending June 30, 2025 in view of the restructuring in the Company pursuant to Composite Scheme of Arrangement and their continuation as Statutory Auditors of the resulting company viz. Chembond Chemical Specialties Limited.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the aforesaid Ordinary Resolution.

The Board recommends passing of the Special Resolution as set out at Item No. 4 of the accompanying Notice for approval by the Members.

ITEM NO. 5

The Board of Directors at its meeting held on May 30, 2025, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s. Kastury & Talati, Chartered Accountants, (Firm Registration No. 104908W), as Statutory Auditors of the Company to hold office for a term of five (5) years, from the conclusion of the 50[th] AGM to be held in 2025 till the conclusion of the 55[th] AGM of the Company to be held in the year 2030. The Company has received consent letter and eligibility certificate from M/s. Kastury & Talati, Chartered Accountants, to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits as prescribed under Section 144 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and relevant circular. Further the auditors have confirmed as per Section 141(3)(g) of the Act that they are not disqualified to be appointed as Statutory Auditor in terms of the provisions of Sections 139(1), 141(2) and 141(3) of the Act and the rules framed thereunder.

Pursuant to Regulation 36 of the Listing Regulations the following details are mentioned below for the information of Members:

Proposed Audit fee
payable to auditors The fees proposed to be paid to M/s.
Kastury and Talati towards Statutory Audit
and Limited Review / Auditors Report
for FY 2025-26 shall be15,00,000/- (Rupees Fifteen Lakhs) (excluding applicable taxes and reimbursements) with authority to Board to make changes as it may deem ft for the balance term subject to not exceeding an amount of22,00,000/- (Rupees Twenty Two
Lakhs) (excluding applicable taxes and
reimbursements).

Terms of appointment M/s. Kasury & Talati are appointment as
Statutory Auditor for a term of fve (5)
years w.e.f. the 50thAGM to be held in
2025 till the 55thAGM to be held in 2030,
subject to approval of shareholders.

Material Change in
fee payable along
with rational for such
change There is no material change in fee
payable

Proposed Audit fee payable to auditors	The fees proposed to be paid to M/s. Kastury and Talati towards Statutory Audit and Limited Review / Auditors Report for FY 2025-26 shall be`15,00,000/-<br>(Rupees<br>Fifteen<br>Lakhs)<br>(excluding<br>applicable taxes and reimbursements)<br>with authority to Board to make changes<br>as it may deem ft for the balance term<br>subject to not exceeding an amount<br>of`22,00,000/- (Rupees Twenty Two Lakhs) (excluding applicable taxes and reimbursements).
Terms of appointment	M/s. Kasury & Talati are appointment as Statutory Auditor for a term of fve (5) years w.e.f. the 50thAGM to be held in 2025 till the 55thAGM to be held in 2030, subject to approval of shareholders.
Material Change in fee payable along with rational for such change	There is no material change in fee payable

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Basis of The Audit Committee and the Board	Proposed Audit fee	Proposed Audit fee	Proposed Audit fee	The fees proposed to be paid to Mr.
recommendation and of Directors based on the credentials	payable to auditors			Virendra G. Bhatt towards Secretarial
auditor credentials of the frm and partners, asset size of				Audit (excluding applicable taxes and
the Company and eligibility criteria				reimbursements) for FY 2025-26 shall
prescribed under the Act recommends				be maximum of`2,00,000/- (Rupees
the appointment of M/s. Kastury and				Two lakhs only) (excluding applicable
Talati, Chartered Accountants as the				taxes and reimbursements) with au-
Statutory Auditors of the Company. Profle:				thority to Board to make changes as it may deem ft for the balance term
M/s. Kastury and Talati is a Peer Reviewed				subject to not exceeding an amount
Mumbai-based frm of Chartered				of`3,00,000/- (Rupees Three Lakhs
Accountants providing integrated				only) (excluding applicable taxes and
advisory and compliance services in the				reimbursements).
areas of audit & assurance, accounting,	Terms of appoint-			Mr. Virendra G. Bhatt is appointment
company law, income-tax, international	ment			as Secretarial Auditor for a term of 5
tax, transfer pricing, U.S. Tax Returns,				years w.e.f. FY 2025-26 till FY 2029-30,
GST, TDS, SFT flings, advisory on				for Secretarial Audit and other Secre-
mergers, demergers and acquisitions,				tarial compliances subject to approv-
due diligence, tax related issues on cross				al of shareholders.
border transactions, CSR Advisory, etc. The frm combines technical expertise	Material Change in fee payable along			There is no material change in fee pay- able
with practical business insight to deliver	with	rational	for
innovative and customized solutions	such change
tailored to each client’s needs with a	Basis	of recommen-		The Audit Committee and the Board
commitment to excellence and integrity.	dation and auditor			of Directors based on the credentials
None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, fnancially or otherwise, in the aforesaid Ordinary	credentials			of Mr. Bhatt, his past audit experi- ence, capability to handle a diverse and complex business environment and its technical expertise and eligi-
Resolution.				bility criteria prescribed under the Act
				recommended the appointment of
The Board recommends passing an Ordinary Resolution				Mr. Virendra G. Bhatt, Practicing Com-
as set out in the Item No. 5 of the accompanying Notice				pany Secretary as the Secretarial Au-
for approval by the Members.				ditor of the Company. Profle:
ITEM NO. 6				Virendra Bhatt, Practicing Company
Pursuant to the recent amendment to Regulation 24A				Secretary (ACS – 1157 / CP – 124) holds a valid Peer Review Certifcate issued
of Securities and Exchange Board of India (Listing				by the Institute of Company Secretar-
Obligations and Disclosure Requirements) Regulations,				ies of India. Mr. Bhatt, has been prac-
2015 (“the Listing Regulations”), which came into efect from April 1, 2025, a Company is required to appoint a peer reviewed secretarial auditor (if individual – not exceeding one term of fve consecutive years and if				ticing as a Whole-Time Secretary for over four decades. He served as Sec- retary cum Financial Manager at Flex- icons Limited for more than eighteen years and has been providing services
a frm - not exceeding two terms of fve consecutive				of Secretarial Audit and other Secre-
years), with the approval of the shareholders in the ensuing General Meeting.				tarial related works to the Top 200, Top 500 and Top 1000 Listed Companies, other Listed / Public Limited Compa-
The Board of Directors at its meeting held on May 30, 2025, based on the recommendation of the Audit Committee, approved the appointment of Virendra G.				nies and Private Limited Companies working in the feld of Manufacturing, Textile, Pharmaceuticals, Retail Sec- tor, Non-Banking Finance Services,
Bhatt, Practicing Company Secretary (ACS – 1157 / CP				Banks, Hospitality, Mining, Stock
– 124), as the Secretarial Auditor of the Company for a				broking & Allied, Marbles etc.. Mr.
term of fve (5) consecutive years commencing from the fnancial ear 2025-26 to 2029-30				Bhatt is the oldest Practicing Compa- ny Secretary in the country.

The Board of Directors at its meeting held on May 30, 2025, based on the recommendation of the Audit Committee, approved the appointment of Virendra G. Bhatt, Practicing Company Secretary (ACS – 1157 / CP – 124), as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from the financial year 2025-26 to 2029-30.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the aforesaid Ordinary Resolution.

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The Board recommends passing an Ordinary Resolution as set out in the Item No. 6 of the accompanying Notice for approval by the Members.

ITEM NO. 7

The Board of Directors, on the recommendation of the Audit Committee at its meeting held on May 30, 2025, approved the appointment of M/s. Aatish & Associates, Cost & Management Accountants, (FRN.: 006726/ Membership no. 30105), to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026. The Board at its meeting held on May 30, 2025 has approved their appointment for the FY ending March 31, 2026 at a remuneration of ₹1,21,000/(Rupees One Lakh Twenty One only) plus Goods and Service Tax and reimbursement of out of pocket expenses at actual. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, consent of the Members is sought by passing an Ordinary Resolution, as set out at Item No. 7 of the Notice, for the remuneration payable to the Cost Auditors for the financial year ending March 31, 2026.

In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration approved by the Board is subject to subsequent ratification by Members of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the aforesaid Ordinary Resolution.

The Board recommends passing of the Ordinary Resolution as set out in the Item No. 7 of the accompanying Notice for approval by the Members.

ITEM NO. 8, 9 & 10

On the recommendation of Nomination and Remuneration Committee and the Board of Directors at their meeting held on May 30, 2025 considered and approved appointment of Mr. Jaywant Tawade (DIN: 08231696) as an Additional (Executive) Director of the Company w.e.f. May 31, 2025 for a period of three (3) years, subject to the approval of Members of the Company.

Mr. Jaywant Tawade has attained the age of seventy five years and his appointment will be subject to approval of the shareholders by special resolution. Considering his qualifications, experience and expertise, the Board of Directors thought it would be prudent and in the interest

of the Company to avail his expertise and thereby appoint him as Executive Director of the Company. Hence the approval of the shareholders is sought for appointment of Mr. Jaywant Tawade as the Executive Director for a period of three (3) years w.e.f. May 31, 2025 till May 30, 2028 on the terms and conditions and remuneration as provided herein.

The Company has received a notice in writing from a Member of the Company proposing candidate of Mr. Tawade for the office of the Director of the Company under Section 160 of the Act and also his consent to act as a Director in terms of Section 152 of the Act. and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The Members of the Company had accorded their approval for re-appointment of Mr. Sameer V. Shah as the Chairman and Managing Director of the Company for a period of three (3) years with effect from August 1, 2022 till July 31, 2025 and the remuneration payable to him, by passing a Special Resolution at its 47[th] Annual General Meeting held on August 5, 2022. The tenure of Mr. Sameer V. Shah as the Chairman and Managing Director ends on July 31, 2025. The Board of Directors, on the basis of recommendation of Nomination and Remuneration Committee, after careful consideration and deliberation on his qualification, experience, expertise and responsibilities shouldered by him and volume of Company’s business and profits and the practice prevailing in the Industry, thought it prudent and in the best interest of the Company that Mr. Sameer V. Shah be re-appointed as Chairman and Managing Director of the Company for a tenure of 3 (three) years with effect from August 1, 2025 till July 31, 2028, on the terms and conditions and remuneration as detailed hereinbelow, subject to approval of its Members by a Special Resolution.

Details of Mr. Jaywant Tawade and Mr. Sameer V. Shah pursuant to the provisions of (i) Listing Regulations; and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India, are provided in this Report.

A copy of the agreement containing the terms and conditions of appointment of Mr. Jaywant Tawade and Mr. Sameer V. Shah is available for inspection without any fee by the Members at the Registered Office of the Company between 10.00 am and 1.00 pm (except Saturdays, Sundays and holidays) till the date of AGM.

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Sr. no. Particulars Mr. Jaywant Tawade Mr. Sameer V. Shah
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Sr. no.	Particulars	Mr. Jaywant Tawade	Mr. Sameer V. Shah

1.	Term of Appointment:	w.e.f. May 31, 2025 to May30,2028	w.e.f. August 1, 2025 to July31,2028.
2.	Basic Salary including Perquisites and allowances	Salary Basic + DA including perquisites and allowances upto a maximum of ₹1,00,00,000/- (Rupees One Crore only) per annum with increments as may be decided by the Board of Directors from time to time.	Salary Basic + DA including perquisites and allowances upto a maximum of ₹2,50,00,000/- (Rupees Two Crore and Fifty Lakhs only) per annum with increments as may be decided by the Board of Directors from time to time.
		In addition to the salary, Mr. Tawade and Mr. Shah shall also be entitled to the perquisites and allowances like house rent allowance, rent free furnished accommodation, house maintenance allowance, gas, electricity, water and furnishing at residence, conveyance allowance, transport allowance, medical reimbursement, leave travel allowance, special allowance, use of company car for oficial purposes, telephone at residence, contribution to provident fund, superannuation fund, payment of gratuity, leave encashment at the end of tenure and such other perquisites and allowances in accordance with the rules of the Company. The nature and break-up of the perquisites and allowances will be determined in accordance with the schemes/policies/ rules of the Company or may be decided by the Chairman of the Company or bythe Board of Directors from time to time.
3.	Incentive / Performance Bonus	In addition to the salary, perquisites and allowances payable, an incentive / performance bonus / commission, as may be decided by the Board of Directors at the end of each fnancial year calculated with reference to the net profts of the Company, subject to the overall ceiling stipulated in Sections 197, 198 read with Schedule V of the Act (including any subsequent amendment / modifcation in the Rules, Act and/or applicable laws in this regard), shall also be payable which shall not exceed₹75,00,000/- (Rupees Seventy Five Lakhs only) for each fnancialyear.	In addition to the salary, perquisites and allowances payable, a Incentive / Performance Bonus, as may be decided by the Board of Directors at the end of each fnancial year calculated with reference to the net profts of the Company, subject to the overall ceiling stipulated in Sections 197, 198 read with Schedule V of the Act (including any subsequent amendment / modifcation in the Rules, Act and/ or applicable laws in this regard) shall also be payable which shall not exceed ₹1,50,00,000/- (Rupees One Crore Fifty Lakhs) only for each fnancial year.
4.	Annual Increment	The Board will decide the Annual increment based on merit which shall be within the limits as approved.
5.	Monthly CTC including Perquisites and allowances	Upto a maximum of₹8,33,333/- (Rupees Eight Lakhs Thirty Three Thousand Three Hundred and ThirtyThree Only)	Upto a maximum of₹20,83,333/- (Rupees Twenty Lakhs Eighty Three Thousand Three Hundred and Thirty Three Only)

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6.	Minimum Remuneration	Where in any fnancial year during the currency of tenure of service of Managing Director(s) / Executive Director, the Company has no profts or its profts are inadequate the appointee shall be paid the aforesaid remuneration as “Minimum Remuneration” in the respective fnancial year(s) notwithstanding that the same may exceed the ceiling limit laid down under Section 197 / 198 and Schedule V of the Act, subject to approval of any statutory authority, if required. However, in any event it shall not exceed the remuneration payable as provided in the Agreement when the profts of the Company are adequate.	Where in any fnancial year during the currency of tenure of service of Managing Director(s) / Executive Director, the Company has no profts or its profts are inadequate the appointee shall be paid the aforesaid remuneration as “Minimum Remuneration” in the respective fnancial year(s) notwithstanding that the same may exceed the ceiling limit laid down under Section 197 / 198 and Schedule V of the Act, subject to approval of any statutory authority, if required. However, in any event it shall not exceed the remuneration payable as provided in the Agreement when the profts of the Company are adequate.
7.	Other Terms and conditions
	Sitting fees	No sitting fees will be paid for attending the meetings of the Board of Directors or Committee thereof.
	Retirement by Rotation	Mr. Jaywant Tawade shall be liable to retire by rotation whilst he continues to hold ofice of Executive Director.	Mr. Sameer V. Shah shall not be liable to retire by rotation whilst he continues to hold ofice of Chairman and Managing Director.
	Reimbursement of Expenses	Shall be entitled to the reimbursement of expenses actually and properly incurred by them, in the course of legitimate business of the Company and travelling in India or abroad, hotel and other expenses incurred by them in India and abroad, exclusively for the business of the Company.
	Leave	As per Company Rules.
	Termination Clause	The Agreement may be terminated by either party by giving three months’ notice from either side or as may be mutually agreed.
		The terms and conditions of the said appointment and/or agreement may be altered, amended, varied and modifed from time to time by the Board or Committee thereof as it may be permissible and if deemed ft, within the limits prescribed in Schedule V to the Act or any subsequent amendments or modifcations made thereto.
	Overall remuneration	The aggregate of salary, perquisites, allowances and commission in any one fnancial year, as may be decided by the Board of Directors, i.e. total remuneration may exceed limit specifed under Section 197 read with Schedule V of the Act or such higher percentage of net profts of the Company as may be prescribed from time to time (including any subsequent amendment(s) and/or modifcation(s) in the Rules, Act and/or applicable laws in this regard subject to necessary approvals as prescribed under Section 197 of the Act, Schedule V and Rules made thereunder and any subsequent amendment(s) and/or modifcation(s) in the Rules, Act and/or applicable laws in this regard shall be eligible for remuneration decided by the Board of Directors.

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The information as required under Part II Section II (A)(iv) of Schedule V of the Act is given below:

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I. General Information
Sr. Particulars Information
no.
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I.	General Information	General Information	General Information	General Information	General Information	General Information
Sr. no.	Particulars	Information

1	Nature of Industry	The Company is in the business of Speciality Chemicals.
2	Date or expected date of commencement of commercial production.	The Company is an existing Company and carrying out business for 50 years.
3	In case of a new company, expected date of commencement of activities as per project approved by Financial Institutions appearing in the prospectus	Not Applicable
4	Financial Performance (Standalone) based on given indicators	(₹in lakhs)
		Share Capital	31-03-23		31-03-24	31-03-25
		Equity	672.41		672.41	672.41
		Reserves&Surplus	5,086.45		15,334.04	17120.70
		Total Income	6,423.68		16,739.12	17,840.68
		Proft Before Tax	883.23		1,942.87	1,919.05
		Proft After Tax	723.81		1,382.45	1,722.36
5	Foreign Investments or Collaborations, if any.	NA
II	Information about the appointees
1.	Background details	Mr. Jaywant Tawade		Mr. Sameer Shah
	Brief Profle	Mr. Tawade is highly experienced in areas of manufacturing, projects – from design to execution to commissioning, operational excellence, strategy, TPM, which he has developed over his career spanning 45 years including as head of manufacturing plants at Tata Motors Ltd. He currently serves as Executive Director of Chembond Biosciences Limited (Subsidiary). Mr. Tawade is a Mechanical engineering graduate from the College of Engineering, Pune and also holds a PGDBM (Pune University).		Mr. Shah is the Chairman and Managing Director of the Company, a position he has held since August 1, 2006. Mr. Sameer V. Shah joined Chembond in 1992 after receiving his education in chemical engineering and fnance from the University of Texas State University and working over 6 years in America. Mr. Shah hails from promoter family and has held various managerial positions in the Company and its joint ventures & subsidiaries.

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2.	Past Remuneration	NA	NA	Particulars	Particulars	Particulars	Particulars	22-23	23-24	23-24	24-25
				Basic Salary				37.20	41.52		45.72
				Perquisites				49.62	59.73		65.65
				Total				86.82	101.25		111.37
				Incentive				24.77	27.25		27.25
3.	Recognition or Awards	Nil
4.	Job Profle and Suitability	Mr. Tawade is highly experienced in areas of manufacturing, projects – from design to execution to commissioning, operational excellence, strategy, TPM, which he has developed over his career spanning 45 years including as head of manufacturing plants at Tata Motors Ltd.				Mr. Sameer V. Shah has held various managerial positions in the Company and having rich business experience and exposure to managing diverse businesses.
5.	Comparative Remuneration Profle with respect to industry, size of Company, profle and position of the person.	Considering the experience and knowledge Mr. Tawade is entitled to a higher remuneration in the similar nature of industry than recommended by the Board at present.				Considering the experience and knowledge of Mr. Sameer V. Shah is entitled to a higher remuneration in the similar nature of industry than recommended by the Board at present.
6.	Pecuniary relationship directly or indirectly with the Company or relation with Managerial Personnel, if any.	Except proposed remuneration as stated above, he does not have any other pecuniary relationship with the Company.					Mr. Sameer V. Shah is promoter of the Company and directly holds 17,00,144 equity shares of the Company. Except proposed remuneration as stated above, he does not have any other pecuniary relationship with the Company.
III.	Other Information
1.	Reasons of loss or inadequate proft	The Company has registered proft during the year. It is on lower side as compared to previous year on account of increase in prices of raw materials and other operational costs thereby afecting gross margin.
2.	Steps taken or proposed to be taken for improvement	With a positive industry outlook, the Company plans to strengthen its sales, procurement and R & D functions which will facilitate new product development and enhance its operational eficiencies.
3.	Expected Increase in productivity and profts in measurement terms	Considering the market conditions prevailing globally and eforts made the management to develop new products and customers, the Company in measurement terms has conservatively set the following targets in terms of sales and proftability. (₹In Lakhs)
		Particulars	31-03-26		31-03-27					31-03-28
		Gross Receipts	19,000		21,000					23,000
		PBT	2,150		2,383					2,655
		PAT	1,698		1,882					2,098

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IV.	Disclosures	Disclosures	Disclosures
1.	Remuneration package of the appointee	Details of total remuneration comprising of Salary, Perquisites and other information which is proposed to be paid to Mr. Jaywant Tawade and Mr. Sameer V. Shah for the period of their appointment is set out above.
2.	Details of fxed component and performance linked incentive alongwith the performance criteria.	Disclosure on all elements of remuneration package of all the Directors of the Company is given in Corporate Governance Section.
3.	Service Contract, Notice Period, Severance Fees	Period of 3 years w.e.f. May 31, 2025 till May 30, 2028. Notice Period – 3 months notice or as may be mutually agreed No Severance fees	Period of 3 years w.e.f. August 1, 2025 till July 31, 2028. Notice Period – 3 months notice or as may be mutually agreed. No Severance fees
4.	Stock Options details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.	NA

The above Explanatory Statement shall be construed as an abstract of the terms of the appointment / reappointment / variations, together with a Memorandum of interest or concern of the interested Directors, as prescribed under Section 190 of the Act. Except, Mr. Jaywant Tawade and Mr. Sameer V. Shah, none of the other Directors / Key Managerial Personnel of the Company and their relatives is, in anyway, concerned or interested, financially or otherwise, in the Resolution.

Brief resume and additional details of Mr. Jaywant Tawade and Mr. Sameer V. Shah, required under Regulation 36 of the SEBI Listing Regulations and SS-2, issued by the Institute of Company Secretaries of India, are part of this Notice.

The Board recommends passing of the special resolution as set out at Item No. 8,9 & 10 of the accompanying Notice for approval of Members.

ITEM Nos . 11 & 12

Pursuant to the provisions of Section 62(1)(b) of the Companies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Board of Directors has proposed the introduction and adoption of an Employee Stock Option Scheme titled “CHEMBOND Employee Stock Option Scheme 2025” (hereinafter referred to as the “ CHEMBOND ESOP 2025”). The Company recognizes the importance of rewarding and retaining talented employees who contribute significantly to its growth and success.

Share based benefits are recognized as an effective way to attract, incentivize, retain key talents as well as motivate the employees to contribute in the Company’s growth and profitability and to recognize and reward the

efforts of the Employees in the progress of the Company by aligning their interest with the long term interests of the Company resulting in long term shareholder’s value creation.

The requisite disclosures as required under Regulation 6(2) and any other applicable provisions of the Securities and Exchange Board of India (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), are set out below:

a) Brief description of the Scheme

The objective of CHEMBOND ESOP 2025 is to attract, retain, reward and create a sense of ownership and participation amongst the eligible employees of the Company and the subsidiary and associate companies and to drive high standard of

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individual performance and consequently enhance the financial performance of the Company. This also provides an opportunity to employees to participate in the growth of the Company, besides creating long term wealth in their hands.

Under the CHEMBOND ESOP 2025, the NRC (also designated as the Compensation Committee) shall grant Employee Stock Options (‘Stock Options’) to such Eligible Employees of the Company and its subsidiary(ies) and associate company(ies), who satisfy the eligibility criteria as determined by the NRC as per the terms and conditions of the CHEMBOND ESOP 2025. The number of Stock Options to be granted to each Eligible Employee shall be determined by the NRC from time to time as per the terms of the CHEMBOND ESOP 2025.

The CHEMBOND ESOP 2025 has been drawn in accordance with the SBEB Regulations issued by SEBI and other applicable laws and reviewed and recommended by the Nomination and Remuneration Committee and the Board of Directors (“Board”) at their respective meetings held on May 30, 2025.

The Scheme will be implemented, operated and administered under the superintendence of the Company's Nomination and Remuneration Committee, which is a Committee of the Board of Directors, the majority of whose Members are Independent Directors.

b) Total number of Options to be offered and granted

The total number of Options to be offered and granted under the CHEMBOND ESOP 2025 shall not exceed 4,00,000 (Four Lakh) to the Eligible Employees of the Company and its subsidiary and associate companies, which on exercise would entitle not more than 4,00,000 (Four Lakh) fully paid equity shares constituting approximately 3% of the issued equity share capital as on March 31, 2025. The ESOP Pool may be adjusted for any corporate action(s) such as rights issue, bonus issue, split or consolidation of shares, buyback of shares, change in capital structure, scheme of arrangement etc., in terms of the CHEMBOND ESOP 2025 and in accordance with the SBEB Regulations.

Vested options that lapse due to non-exercise or unvested options that get cancelled due to resignation of the employees or otherwise, shall be brought back to the CHEMBOND ESOP 2025 and shall become available for future grants, subject to compliance with the provisions of the applicable laws.

c) Identification of classes of employees entitled to participate and be beneficiaries in the Scheme

The NRC will determine the Eligible Employees of the Company and its subsidiary and associate companies who can be granted Stock Options under the CHEMBOND ESOP 2025 after examining and evaluating overall group performance /individual performance, inter alia, taking into consideration the length of service, grade, performance, merit, key position, future potential contribution, terms of the employment contract, conduct of the employee and such other factors as may be deemed appropriate by it.

The following persons shall not be eligible to participate in CHEMBOND ESOP 2025:

a Promoter or a person belonging to the Promoter group;
a Director, who either by himself or through his relative or through any body corporate, directly or indirectly, hold more than 10% of the outstanding Equity Shares of the Company;
an Independent Director of the Company or its subsidiary and associate companies

d) Requirements of vesting and period of vesting

The NRC shall determine the Vesting Period for the Options, provided that the Options granted to Employees pursuant to the CHEMBOND ESOP 2025 shall vest within a maximum period of 5 (five) years from the Grant Date and there shall be a gap of minimum period of 1 (one) year between the Grant Date and Vesting of these Options.

The Vesting would be subject to the continued employment of the Option Grantee and may further be linked with certain performance and other criteria’s as determined by the NRC and mentioned in the Grant Letter.

e) Maximum period within which the Option shall be vested

The maximum vesting period of Stock Options shall be five years from the date of grant. The Stock Options shall lapse if not exercised within the Exercise Period.

f) Exercise price or pricing formula

The exercise price of the Stock Options will be decided by the NRC on the basis of relevant factors prevalent at the time of the Grant which, among

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other things, would include the trend in the Market Price of the Company's Equity Shares quoted on Stock Exchange.

The Committee has a power to provide suitable discount, as deems fit, subject to a maximum limit of 30% on market price. However, generally there will be no discount offered and the Exercise Price shall not be lower than the face value of the equity Shares of the Company on the date of such grant.

g) Exercise period and the process of Exercise

Vested Stock Options can be exercised in one or more tranches within the exercise period prescribed by the NRC which shall not exceed five years from the date of grant. The Company intends to ensure that the Exercise Period should provide a flexibility to an Option Grantee to exercise the Stock Option in a manner that enables him/her to effectively discharge the tax obligations but at the same time it doesn’t create any financial burden on the Option Grantee.

Vested Stock Options shall be exercisable by the Option Grantee by submission of a written application to the Company or in such manner as may be determined by the NRC and in compliance of other requisite conditions of payment of applicable taxes and exercise price. Stock Options shall lapse if not exercised within the Exercise Period and will be added back to the ESOP Pool. The Stock Options may also lapse under certain circumstances like termination of employee under misconduct, resignation, etc., even before the expiry of the specified exercise period.

h) Appraisal process for determining the eligibility of employees for CHEMBOND ESOP 2025

The NRC may, on the basis of all or any of the following criteria, decide on the Employees who are eligible for the Grant of Options under the Scheme, the number of Options to be Granted and the terms and conditions thereof:

Longevity of Service.
Performance of Employee.
Performance of Company.
Any other criteria as decided by the NRC.

i) Maximum number of Stock Options to be issued for employee in aggregate

The maximum number of Stock Options that may be

granted per Eligible Employee under CHEMBOND ESOP 2025, in any financial year and in aggregate, shall not exceed 30,000 Options.

The maximum number of Stock Options that can be granted in aggregate is 4,00,000 (Four Lakhs) under CHEMBOND ESOP 2025.

j) Maximum quantum of benefits to be provided per employee under CHEMBOND ESOP 2025

The maximum quantum of benefits to be granted to an Eligible Employee under the CHEMBOND ESOP 2025, will be the difference between the fair value of equity shares as on the date of exercise and exercise price paid by the Option Grantee, subject to applicable taxes.

k) Whether CHEMBOND ESOP 2025 is to be implemented and administered directly by the Company or through a Trust

CHEMBOND ESOP 2025 will be implemented and administered directly by the Company through NRC.

l) Whether the scheme(s) involves new issue of shares by the Company or secondary acquisition by the trust or both

CHEMBOND ESOP 2025 involves only new issue of Equity Shares by the Company.

m) Amount of loan to be provided for implementation of the Scheme(s) by the Company to the Trust, its tenure, utilization, repayment terms, etc.

Not applicable, as CHEMBOND ESOP 2025 is not being implemented through a Trust.

n) Maximum percentage of secondary acquisition that can be made by the Trust for the purposes of CHEMBOND ESOP 2025

Not applicable, as CHEMBOND ESOP 2025 is not being implemented through a Trust.

o) Compliance with Accounting policies

In compliance with Regulation 15 of the SBEB Regulations, the Company shall comply with the applicable disclosure requirements, accounting policies and accounting standards as issued by the competent/relevant authorities from time to time.

p) Method which the Company shall use to value its options

The Company shall value the Stock Options granted under the CHEMBOND ESOP 2025 at their ‘fair value’ or such other method in accordance with the SBEB Regulations.

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q) If the Company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Directors’ Report and the impact of this difference on profits and on earnings per share (‘EPS’) of the Company shall also be disclosed in the Directors’ Report

Not applicable as the Company shall value the Stock Options granted under the CHEMBOND ESOP 2025 at their fair value or such other method in accordance with the SBEB Regulations.

r) Period of lock-in

The NRC shall decide the lock-in period for different class of employees at the time of grant of options.

s) Terms and conditions for buyback, if any,

Not applicable at this stage. The Committee shall determine the procedure for buy-back of Options granted under the CHEMBOND ESOP 2025 if to be undertaken at any time by the Company, and the applicable terms and conditions thereof.

Approval of Members by way of Special Resolutions is being sought pursuant to the provisions of Regulation 6(1) of the SBEB Regulations and Section 62(1)(b) of the Act and the rules made thereunder, for adoption and implementation of CHEMBOND ESOP 2025 and the creation, offer, grant, issuance and allotment of Equity Shares to Eligible Employees of the Company under CHEMBOND ESOP 2025. Accordingly, Special Resolution as set out at Item No. 11 of this Notice is proposed for approval by the Members.

A copy of draft CHEMBOND ESOP 2025 is available for inspection at the Company’s registered office / corporate office during official hours on all working days till the last date of the e-voting and also available on the website of the Company www.chembond.in.

As per Regulation 6(3)(c) of the SBEB Regulations, a separate Special Resolution is required to be passed if the Scheme benefits are to be extended to employees of subsidiary companies. Accordingly, Special Resolution as set out at Item No. 12 of this Notice is proposed for approval by the Members.

None of the Directors/Key Managerial Personnel or their relatives are interested in or concerned, financially or otherwise in the above Resolutions as set out in Item Nos. 11 and 12 of this Notice, except to the extent of grant of Stock Options to them under the CHEMBOND ESOP 2025.

ITEM NO: 13

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors by passing Circular Resolution dated July 14, 2025, approved the appointment of Mr. Kamal Tandon (DIN: 09664746) as an Additional Director, designated as an Independent Director (Non-executive) of the Company, with effect from July 16, 2025 in accordance with the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company to hold office for a period of five (5) consecutive years i.e. from July 16, 2025, till July 15, 2030, not liable to retire by rotation, subject to the approval of the Shareholders of the Company through Special Resolution.

Pursuant to the provisions of Section 161(1) of the Act, Regulation 17(1C) of the Listing Regulations read with Articles of Association of the Company, Mr. Tandon holds office only upto the date of the next annual general meeting or for a period of three months from the date of appointment, whichever is earlier.

The Company has received a notice in writing from a Member under Section 160(1) of the Act proposing the candidature of Mr. Kamal Tandon for the office of Independent Director of the Company. The Company has also received all statutory declarations/disclosures as specified under the Act, read with Rules thereunder and as per the Listing Regulations from Mr. Tandon. He has also declared that he is not been debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any such authority.

In the opinion of the Board, Mr. Tandon a person of integrity, fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions

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of the Listing Regulations, each as amended, and is independent of the Management of the Company. Having regard to the qualifications, skill, experience, capabilities and knowledge, the Board considers that their association would be of immense benefit to the Company and hence, it is desirable to appoint him as an Independent Director.

A copy of the draft letter of appointment of Mr. Tandon setting out the terms and conditions of appointment is available for inspection on the website of the Company at www.chembond.in.

The profile and other relevant information as required under the Act, the Listing Regulations and the Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India are part of this Report.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 (1C) of the

Navi Mumbai May 30, 2025

REGISTERED OFFICE:

Listing Regulations, the approval of Members is sought for the appointment of Mr. Tandon as Non-executive Independent Director of the Company, by way of Special Resolutions as set out above.

Other than Mr. Tandon, to whom the resolution relates and his relatives, none of the Directors, Key Managerial Personnel, or their relatives are in any way, concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the proposed Special Resolution as set out in Resolution No. 13 of this notice.

The Board of Directors commends the Special Resolution set out at Item No. 13 of this Notice for approval by the members.Ratur sintios re, nonsequod quis eicius, si delique recust qui nullabo. Etur siminciis as magnat undanturia debitaessum essum que ne doloreptas

By Order of the Board of Director of Chembond Material Technologies Limited (formerly Chembond Chemicals Limited)

sd/- Suchita Singh Company Secretary

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Details of Directors seeking appointment / re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings:

==> picture [493 x 29] intentionally omitted <==

----- Start of picture text -----

Name of the Director Mr. Nirmal V. Mr. Jaywant Mr. Sameer V. Mr. Kamal Tandon
Shah Tawade Shah
----- End of picture text -----

Name of the Director	Mr. Nirmal V. Shah	Mr. Jaywant Tawade	Mr. Sameer V. Shah	Mr. Kamal Tandon

DIN	00083853	08231696	00105721	09664746
Date of Birth (Age)	November 18, 1971/ 53 years	October 3, 1949 / 75 years	February 16, 1960 (65 years)	April 27, 1963 / 62 years
Date of Appointment/ Re-appointment	August 1, 2022	May 31, 2025	August 1, 2025	July 16, 2025
Designation / Category of Directorship	Vice-Chairman, Managing Director	Additional (Executive) Director	Chairman and Managing Director	Additional (Independent) Director
Expertise in specifc functional area	More than 30 years of experience and exposure in managing diverse business and more than 23 years of experience in water treatment chemicals division	More than 45 years of experience in areas of manufacturing, projects – from design to execution to commissioning, operational excellence, strategy, TPM,	Having rich business experience and exposure to managing diverse businesses	More than 38 years of experience in leading Proft Centre Operations, Sales & Marketing, Business Development and Client Relationship Management, chiefy in the Oil & Gas, Petrochemical and Natural Gas Industry to make valuable contribution to the Company
Qualifcation	Diploma in Business Management	Mechanical Engineering, PGDBM (Pune University)	Chemical Engineering at University Texas and a degree in Finance from Texas State University	MBA (Marketing), NMIMS, 2009, BE (Chemical), Dept of Chem Engineering & Technology, 1984
Terms and conditions of appointment	Re-appointment in terms of Section 152(6) of the Companies Act, 2013	Appointment as a Additional (Executive) Director for a period of 3 (three) years w.e.f May 31, 2025 up to May 30, 2028, liable to retire by rotation.	Re-appointment as a Chairman and Managing Director for a period of 3 (three) years with efect from August 1, 2025 up to July 31, 2028, not liable to retire by rotation.	Appointment as an Additional (Independent) Director for a period of 5 (fve) years w.e.f July 16, 2025 up to July 15, 2030 not liable to retire by rotation.
No. of Shares held in the Company own for other person on a benefcial basis	17,95,190	Nil	17,00,144	Nil
Details of remuneration last drawn (including sitting fees)	Please refer to the Report on Corporate Governance	Nil	Please refer to the Report on Corporate Governance	Nil

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Directorships held in other entities (excluding foreign companies)	Finor Piplaj Chemicals Limited; Chembond Water Technologies Limited; Visan Holdings Private Limited; Chembond Distribution Limited; S and N Ventures Private Limited; Chembond Calvatis Industrial Hygiene Systems Limited; Chembond Biosciences Limited; Rewasoft Solutions Private Limited; Chembond Chemicals Limited (now Chembond Chemical Specialties Limited)	Chembond Biosciences Limited	Visan Holdings Private Limited; S and N Ventures Private Limited; Chembond Biosciences Limited; Chembond Chemical Specialties Limited CCL Optoelectronics Private Limited Chembond Calvatis Industrial Hygiene Systems Limited	Nil
Name of Listed entities from which the person has resigned in the past three years	None	Nil	Nil	Nil
Chairperson / Members of the Committee of the Board of Directors of the listed entities	Nil	Nil	Audit Committee – Member Stakeholders Relationship Committee - Member	Nil
Chairman / Member of the Committee of the Board of Directors of other public Companies (includes only Audit Committee and Stakeholders’ Relationship Committee)	Member of Audit Committee in Chembond Water Technologies Limited and Chembond Material Technologies Private Limited	Nil	Nil	Nil

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Brief Resume	Mr. Nirmal V. Shah has over 31 years of experience and exposure to manage diverse businesses. He has been in charge of the Water Treatment Chemical division for the past 23 years. His expertise is in Organisational Management.	Mr. Tawade is highly experienced in areas of manufacturing, projects – from design to execution to commissioning, operational excellence, strategy, TPM, which he has developed over his career spanning 45 years including as head of manufacturing plants at Tata Motors Ltd. He currently serves as Executive Director of Chembond Biosciences Limited (Subsidiary Company). Mr. Tawade is a mechanical engineering graduate of the College of Engineering, Pune and also holds a PGDBM (Pune University).	Sameer Shah has been the Chairman and MD of CCL since 2012. He joined Chembond in 1992 after studying Chemical Engineering at University Texas and a degree in Finance from Texas State University and working for over six years in USA.	He is a strategic and results-oriented leader with more than 38 years of extensive experience in spearheading Proft Centre Operations, Sales & Marketing, Business Development, and Client Relationship Management, predominantly within the Oil & Gas, Petrochemical, and Natural Gas sectors. Demonstrated success in driving operational excellence, strategic growth, and business transformation across varied leadership roles. Mr. Tandon has served GAIL (India) Limited for 26 years, culminating in the position of Executive Director (Western Region), where he Headed Mumbai Zonal ofice of GAIL as Zonal ofice In Charge from April 2008 to March 2012 and led critical functions including marketing, project execution, and operations & maintenance activities in Mumbai. Also Held additional charge as Director on the Board of ONGC Petro Additions Limited from July 2022 to April 2023.
No. of Board Meetings attended during F.Y. 2024-25	5	NA	5	NA
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	Relative of Mr. Sameer V. Shah	Nil	Relative of Mr. Nirmal V. Shah	Nil

194 50[th ] Annual Report 2024-25

AI assistant

Chembond Material Technologies Limited — Annual Report 2025

62755_rns_2025-07-22_7a50666c-8ede-43bc-b9f2-f045d6acb1a6.pdf

Ref: ISIN: INE995D01025

Sub: 50[th] Annual Report 2024-25 and notice of 50[th] Annual General Meeting (AGM)

Chembond Material Technologies Limited

Chembond Material Technologies Limited

NOTICE

ORDINARY BUSINESS

1. To consider and adopt

SPECIAL BUSINESS

4. Resignation of Statutory Auditor

5. Appointment of Statutory Auditor

Chembond Material Technologies Limited

7. To approve remuneration to Cost Auditor

Chembond Material Technologies Limited

10. To approve re-appointment of Mr. Sameer V. Shah (DIN: 00105721) as the Chairman and Managing Director

11. Approval of CHEMBOND Employee Stock Option Scheme 2025 (“CHEMBOND ESOP 2025”) and granting of stock options to the employees of the Company under CHEMBOND ESOP 2025

Chembond Material Technologies Limited

12. To consider and approve grant of Employee Stock Options to the Employees of Subsidiary / Associate Companies of the Company under CHEMBOND ESOP 2025

Chembond Material Technologies Limited

13. Appointment of Mr. Kamal Tandon (DIN: 09664746) as a Director and an Independent Director

Chembond Material Technologies Limited

REGISTERED OFFICE:

Chembond Material Technologies Limited

NOTES:

Chembond Material Technologies Limited

Chembond Material Technologies Limited

Chembond Material Technologies Limited

1. IN CASE OF A RESIDENT SHAREHOLDER:

Chembond Material Technologies Limited

Note:

2. IN CASE OF A NON-RESIDENT SHAREHOLDER:

Chembond Material Technologies Limited

PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS (E-VOTING):

Chembond Material Technologies Limited

Step 1: Access to NSDL e-voting system

Chembond Material Technologies Limited

Chembond Material Technologies Limited

How to cast your vote electronically and join General Meeting on NSDL e-voting system?

General Guidelines for shareholders

Chembond Material Technologies Limited

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Chembond Material Technologies Limited

OTHER INFORMATION:

Chembond Material Technologies Limited

STATEMENT ANNEXED TO THE NOTICE SETTING OUT THE MATERIAL FACTS CONCERNING EACH ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD ON GENERAL MEETINGS

ITEM NO. 4

ITEM NO. 5

Chembond Material Technologies Limited

ITEM NO. 7

ITEM NO. 8, 9 & 10

Chembond Material Technologies Limited

Chembond Material Technologies Limited

ITEM Nos . 11 & 12

a) Brief description of the Scheme

Chembond Material Technologies Limited

b) Total number of Options to be offered and granted

c) Identification of classes of employees entitled to participate and be beneficiaries in the Scheme

d) Requirements of vesting and period of vesting

e) Maximum period within which the Option shall be vested

f) Exercise price or pricing formula

Chembond Material Technologies Limited

g) Exercise period and the process of Exercise

h) Appraisal process for determining the eligibility of employees for CHEMBOND ESOP 2025

i) Maximum number of Stock Options to be issued for employee in aggregate

j) Maximum quantum of benefits to be provided per employee under CHEMBOND ESOP 2025

o) Compliance with Accounting policies

p) Method which the Company shall use to value its options

Chembond Material Technologies Limited

r) Period of lock-in

s) Terms and conditions for buyback, if any,

ITEM NO: 13

Chembond Material Technologies Limited

REGISTERED OFFICE:

Chembond Material Technologies Limited

Chembond Material Technologies Limited

Chembond Material Technologies Limited

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