DIRECTORS' REPORT

The Board of Directors present the Company’s Forty Second Annual Report along with the Audited Financial Statements for the financial year ended March 31,2026.

Financial Summary - Standalone and Consolidated

Financial Performance - Standalone

On a standalone basis, the revenue from operations and other income decreased to ' 2,185 Crores for 2025-26 from ' 2,409 Crores in 2024-25. Loss before Tax (after exceptional items) for 2025-26 was ' 1,039 Crores against ' 112 Crores loss in 2024-25.

With respect to exceptional item of ' 898 Crores, the business of Chemplast Cuddalore Vinyls Limited (CCVL) the wholly owned subsidiary, has been facing severe headwinds from 2023-24 when the demand of Suspension PVC resin in the global markets of US, Europe and China went down due to variety of reasons. This has led to increase of imports from US and China at low prices into the Indian market. Representations were made by the Industry to the Government of India for imposition of Anti-Dumping duties. Also, during the year the Quality Control Order (QCO) was withdrawn in Quarter 3 which removed the quality thresholds for the overseas suppliers. Further, this has been impacted by the war situation in Middle East beginning February, 2026 leading to sharp increase in VCM Feed stock prices and reduction of the selling prices of resin due to the high imports. During the last 3 years the Company has incurred losses each year. Based on the current financial position as well as taking into account future outlook and financial position, valuation of CCVL was done which warranted an impairment provision of '898 Crores viz-a-vis the book value of the investments of ' 1555.68 Crores.

Financial Performance - Consolidated

On a consolidated basis, the revenue from operations and other income stood at ' 4252 Crores for 2025-26 against

' 4393 Crores for 2024-25. Loss Before Tax (after exceptional items) for 2025-26 was ' 372 Crores against ' 169 Crores in 2024-25.

Dividend and Transfer to Reserves

In view of the loss incurred for the 2025-26, the Directors have decided not to recommend any dividend for the 202526. The Directors also do not recommend any transfer to reserves.

Share Capital

The Company’s paid-up equity share capital stood at ' 79.06 Crores as on March 31, 2026, consisting of 15,81,09,574 equity shares of '5/- each. There is no change in the share capital of the Company.

Borrowings

The total borrowings, including interest accrued, on a consolidated basis stood at ' 1951.84 Crores as on March 31,2026 as against ' 1840.60 Crores as on March 31,2025.

Statement of Company's Affairs

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

I. Speciality Chemicals PVC Paste Resin

(FY = Financial Year and Q=Quarter)

The Paste PVC Business delivered a reasonable and resilient performance during the year under review, despite an operating environment marked by delays in the receipt of expected Government support measures and predatory pricing by EU suppliers. Against this backdrop, the business demonstrated technical strength, commercial adaptability, and strategic clarity, laying a strong foundation for sustainable growth and long-term competitiveness.

The year was characterised by uncertainty arising from delays in the implementation of trade-related support envisaged from the Government of India. Notwithstanding this external headwind, the Paste PVC Business performed reasonably well, maintaining price discipline and market relevance, while ensuring continuity of supplies to key customers.

The business sustained in the competitive environment over imports, reflecting customer confidence in product quality, service reliability, and technical support.

Product & Technology Development

A key highlight of the year was the successful development and commercial acceptance of new Paste PVC grades, particularly in application segments where domestic products were historically perceived to be inadequate. These developments were significant on multiple counts:

• The newly developed grades were accepted by the market without compromise, demonstrating parity with established international benchmarks.

• The success of these grades validated Company’s deep technical bandwidth, application understanding, and process control capabilities.

• The outcomes strengthened the Company’s position with policy-making authorities, providing tangible evidence that Company possesses the skills and infrastructure to continuously expand the domestic grade basket, thereby supporting import substitution objectives.

In parallel, the business embarked on the development of emulsion-based grades, identifying these as a critical growth vector for the future. During the year, key equipments required for emulsion PVC development were ordered, signalling a clear commitment to capability building and product diversification. Significant preparatory work has been completed towards an expansion roadmap for gaining more market share in the next few years.

Manufacturing Excellence and Capacity Utilisation

The Cuddalore Paste PVC facility achieved major turnaround milestone during the year. After overcoming initial challenges the unit delivered consistent product quality, meeting customer expectations across applications.

Notably, the unit achieved 100% capacity loading in its very first full year of commercial operation, an exceptional accomplishment that underscores rapid stabilisation of operations, strong internal technical and operations teams and robust market pull and customer acceptance.

Building on this success, the business has initiated debottlenecking of the Cuddalore unit, targeting an additional 6 KT of capacity through a low-investment, which materially enhances capital efficiency.

At Mettur, the Furnace Revamp Project was kicked off during the year. This initiative is expected to improve VCM productivity and operational reliability in the coming year, further strengthening backward integration and cost competitiveness.

Trade Remedies

The drop in demand in the traditional markets of global producers of our products, due to geo-political developments and economic slowdown post COVID, is resulting in such producers seeking alternative markets. India, being one of the few large markets which are still growing, is attracting the attention of such producers, resulting in an increase in dumping and the consequent injury to Indian producers.

Your company has been one of those impacted by such dumping, and we have taken this up with the Government.

Feedstock Supplies

The US - Iran war in the short term has disrupted the supply chain w.r.t feedstock supplies though the full economic impact is yet to be felt by the world. Our view on the long term though remains positive backed by the growing domestic economy resulting in increased investment in infrastructure.

Outlook

The outlook for the Paste PVC Business is distinctly positive, with

• Proven capability to develop and commercialise advanced grades,

• Fully stabilised and scalable manufacturing assets,

• Ongoing debottlenecking and productivity improvement initiatives,

• A focused leadership team committed to growth,

The business is well-positioned to deliver a combination of near-term profitability improvement and long-term future-proofing.

In summary, despite external uncertainties, the Paste PVC Business demonstrated resilience, technical leadership, and strategic intent during the year. The initiatives undertaken and results achieved reaffirm the Board’s confidence that the business is on a strong trajectory, with the coming year offering significant promise across profitability, scale, and strategic relevance.

Refrigerant Gas (R32)

With HydroChloroFluoro Carbons (HCFC) phase out entering its final phase, as expected the HydroFluoroCarbons (HFC) demand is growing faster in both OEM and service segments. Our R32 HFC investment that was announced during 2025-26, is coming as planned, and expected to start production during 2026-27. Subsequent to the close of financial year, commercial production of R32 Refrigerant Gas from our Swing Plant at Mettur, has commenced.

Custom Manufactured Chemicals (CMCD)

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

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

The Company has long-standing partnerships and relationships with global innovator Companies in the Agro Chemical and Pharmaceutical space. The Company focusses on engaging with its customers at

an early stage of the life cycle of a product to ensure this. Global Innovator companies are increasing their outsourcing pie constantly. This, together with the China 1 strategy of the innovators, is resulting in increased enquiries for Indian players including Chemplast Sanmar Limited.

Due to its efforts over the years in building relationships and partnerships, the Company has a strong pipeline of products under various stages of development. The Company has already committed to invest to set up a world class facility to accommodate the new product pipelines, which the Company has been commissioning on an ongoing basis. Apart from this, the Company has also commissioned investments in R&D capabilities and Pilot facilities

During the year, in spite of ongoing weak global demand and inventory rationalisation in speciality chemicals, Company saw ongoing demand for the new molecules which were commercialised during last year. The Company’s R&D, Scale-up, Manufacturing and Sales team have been actively working with various innovators on developing new molecules and new chemistries. In addition, the business teams have also been actively pursuing new opportunities in other end markets. We anticipate these initiatives to contribute to the growth of the CMCD business in the coming years.

II. Value added Chemicals Chloromethanes

During 2025-26, the new capacities that came on stream increased production rates for Chloromethanes, especially in South India, thereby increasing the supply in the market which resulted in price pressure. Additionally, during the second half of FY 2025-26, the US tariffs and later the conflict between the US-Israel and Iran, added to the uncertainties in the market conditions across value chains.

Methylene dichloride demand was stable during the year from both Pharma and Polyurethane foam segments. Though the demand from the major segments was stable, the excess availability had an impact on the domestic prices for major part of the year.

Despite steady demand for Chloroform from key sectors like Unsaturated Polyester Resin (UPR), Adhesives, the excess availability of material in the domestic market kept the prices supressed. Demand from the HCFC segment declined due to reduction in production quota of HCFC-22 in line with Montreal Protocol. Prices of Chloroform continued to remain low following intense competition from the domestic players.

The market demand for Carbon tetrachloride (CTC) during the first half of FY 2025-26 remained stable; however, due to the imposition of US tariffs, the movement of finished goods of synthetic pyrethroid producers were impacted, which resulted in slowdown of CTC consumption, leading to an adverse impact on the prices through the second half of the year. Going forward, the synthetic pyrethroids segment demand is expected to have major influence on prices for CTC in the Indian market.

Caustic Soda

Caustic Soda witnessed a steady demand during the year, driven largely by the Alumina, Paper & Pulp and Textile sectors. Prices by and large remained stable to sluggish for most quarters of 2025-26. This was mainly due to imposition of tariffs announced by the US which led to uncertainty. Some of the regional players in North-East Asia had cut back their production due to poor net back from Chlorine derivatives. Indian players were able to take advantage of this and were able to export to South-East Asia, in addition to the Middle East and Africa. By Mar’26, prices surged due to the US-Iran conflict and have added to the uncertainties in demand across value chains at least for few quarters during 2026-27.

While the prices in North-East Asia gradually declined from $421 /dmt in April’25 to $336 /dmt in Feb’26; it surged to $459 /dmt in Mar’26 due to disruptions arising out of US-Iran conflict. 2026-27 has started with geopolitical uncertainties, which is expected to disrupt supply chain globally thereby keeping the markets highly volatile.

In the segment of value added chemicals, in view of the large capacity being created, these products face significant imbalance in the demand supply situation and consequently we anticipate tremendous pressure on the pricing of these products.

Hydrogen Peroxide

The Hydrogen Peroxide market competition was fierce during the second half of the year due to improved availability from all players and steady imports at lower prices, keeping the pressure on the producers for profitability. In March’26, prices surged dramatically due to shortage of natural gas supply (key source for Hydrogen) arising out of the US-Iran conflict. Inflow of imports was steady from Bangladesh which continue to affect price, especially in East & South markets.

The demand from Paper and Pulp, Textile segments were stable to strong through the year. The increased availability from new capacity coupled with low priced imports from Bangladesh would continue to remain a challenge for the industry during 2026-27.

Performance of Subsidiary:

Chemplast Cuddalore Vinyls Limited (CCVL)

The Company’s wholly owned subsidiary, CCVL, incurred a Loss before tax of ' 233 Crores for 2025-26 against ' 56 Crores for 2024-25. This year includes an exceptional item of ' 150 Crores. The Loss after tax for 2025-26 is ' 175 Crores, as against loss of ' 44 Crores in 2024-25.

CCVL is the second largest manufacturer in India of Suspension PVC resin. The domestic demand for Suspension PVC in 2025-26, at 4.3 Million mt, was marginally lower by 1 % year-on-year. Import in India continued to be high of 2.81 Million mt in the year, lower by around 0.1 Million mt compared to the previous year.

Sales volume of Suspension PVC Resin for the year was 319 KT, up by 7% year-on-year from 299 KT of 2024-25.

The industry continues to face unabated dumping from countries including the U.S., Japan, Taiwan, South Korea, and predominantly China, which accounts for roughly 52% to 54% of all S-PVC imports into India.

The regulatory environment proved highly volatile during the year, resulting in a perfect storm of challenges, particularly in the third quarter of 202526. Despite the domestic industry establishing a clear, evidence-backed case of injury through a comprehensive two-year investigation, the Ministry of Finance ultimately rejected the recommended Anti-Dumping Duty (ADD) on S-PVC. Furthermore, the Quality Control Order (QCO), which would have mandated strict public health and safety standards for imports, was unexpectedly rescinded in November.

The domestic industry also approached the Government of India for protection against the continued onslaught from Chinese imports with measures like a Minimum Import Price (generic) and Anti-Subsidy duty (targeted against China).

Agreements - Green Energy (Wind and Solar)

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

Management Discussion and Analysis Report

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

Corporate Governance Report

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

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

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

Business Responsibility and Sustainability Report

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

Safety and Environment

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

D. Awards

1. Chemplast Sanmar Limited (Mettur) received Indian Chemical Council’s Responsible Care® annual awards in September 2025:

• ‘ICC-Epsilon Carbon' Certificate of Merit for being the Best Compliant Company under the Process Safety Code.

• Awarded as the Best Nicer Globe User Company in Transportation Safety among Responsible Care^® certified Companies.

• Our logistics service provider’s driver was recognised as the Best Driver in India among all Nicer Globe user companies.

2. Chemplast Sanmar Limited Paste PVC -Cuddalore received an Honorable Mention for "Intrinsically Safer Process Design & Practices" from IIChE-MRC under the Process Intensification for Sustainability Award 2025.

3. Chemplast Sanmar Limited (CSL) received the CII - Industry Trendsetters Award under the Sustainability Category.

4. Custom Manufacturing Chemical Division (CMCD), Berigai received the Tamil Nadu Director of Industrial Safety and Health (DISH) Award of Honour for Excellence in Environment, Health, and Safety (EHS) Performance, conferred through the National Safety Council, Tamil Nadu Chapter, in December 2025.

Finance

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

During the month of March 2026, CRISIL Ratings downgraded Chemplast Sanmar Limited’s and its wholly owned subsidiary, Chemplast Cuddalore Vinyl Limited’s credit ratings from A to A (long term) with outlook "Negative". CRISIL reaffirmed short term rating of A1 for both Chemplast Sanmar Limited and Chemplast Cuddalore Vinyls Limited.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing Regulations, 2015, as amended, the Board of Directors has approved the Dividend Distribution Policy and the said Policy is available in the following link https://www. chemplastsanmar.com/downloads/investor-relations/csl-policies/dividend-distribution-policy.pdf

Change in the Nature of Business

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

Risk Assessment and Management

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

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

Internal Control Systems

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

Internal audit for the year 2025-26 was carried out by RGN Price & Co, (Firm Registration No.002785S) Chartered Accountants, covering all significant areas of operations. All significant observations of the Internal Auditors are placed before the Audit Committee, together with corrective actions.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control in the Company and compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of Internal Auditors, the management undertakes appropriate corrective action in their respective areas. Internal Financial Control over Financial Reporting The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessment carried out by management with the help of the internal auditors, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.

Deposits

During the year under review, the Company has not accepted any public deposit within the meaning of the provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and As on March 31, 2026, the Company did not have any outstanding public deposit.

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

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended March 31,2026.

Consolidated Financial Statements

Consolidated Financial Statements are prepared by the Company in accordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs and the same together with Auditors’ Report thereon form part of the Annual Report. The financial statements have been prepared as per Division II of Schedule III issued by the Ministry of Corporate Affairs vide its Notification dated April 06,2016 as amended from time to time.

Subsidiary/Joint venture/associate Company

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

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

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

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

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

Related Party Transactions

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

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s websitehttps:// www.chemplastsanmar.com/downloads/investor-relations/csl-policies/Related-Party-Transactions-Policy-2026-Version-V.pdf

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

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

Material Changes and Commitment affecting the financial position of the Company that occurred after March 31, 2026

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

Directors and Key Managerial Personnel Directors

Mr Ramkumar Shankar (DIN: 00018391) ceased to be Managing Director (Key Managerial Personnel) of the Company upon expiry of his term of appointment, with effect from close of business hours of March 31, 2026. The Board of Directors places on record its appreciation for the valuable contributions made by Mr Ramkumar Shankar during his tenure as Managing Director (Key Managerial Personnel) of the Company.

Mr S Ganeshkumar (DIN:000881 63) was appointed as Additional Director with effect from April 01, 2026 and Managing Director (Key Managerial Personnel) of the Company for a period of 3 (three) years from April 01,2026 to March 31,2029.

Mr Aditya Jain, Mr Sanjay Vijay Bhandarkar, Dr (Mrs) Lakshmi Vijayakumar and Mr Prasad Raghava Menon were reappointed as Independent Directors of the Company for the second term of 5 (five) years with effect from April 26, 2026 to April 25, 2031, not liable to retire by rotation.

The Independent Directors of the Company have submitted declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Based on the declarations received

from all the Independent Directors and in the opinion of the Board, all the Independent Directors possess integrity, expertise, experience and proficiency and are independent of the management.

Mr Sumit Maheshwari (DIN: 06920646) Non-Executive and Non-Independent Director, resigned from the Board of Directors of the Company, with effect from the close of business hours on April 09, 2026.

Mr Vijay Sankar (DIN:00007875) Non-Executive Director, is liable to retire by rotation pursuant to Section 152 (6) of the Companies Act, 2013. Being eligible, he offered himself for re-appointment.

Subsequent to the closure of the financial year, Mr V S Radhakrishnan (DIN: 08064705) was appointed as NonExecutive and Non-Independent Director of the Company, liable to retire by rotation in the casual vacancy caused by the resignation of Mr Sumit Maheshwari, Non-Executive and Non-Independent Director. This appointment is subject to the approval of shareholders at the 42^nd Annual General Meeting of the Company. The Company has also received a notice under Section 160 of the Companies Act, 2013 from a member of the Company, proposing his appointment as Non-Executive and Non- Independent Director of the Company.

Key Managerial Personnel

Mr N Muralidharan and Mr M Raman stepped down from the position of Chief Financial Officer and Company Secretary of the Company, respectively with effect from close of business hours of March 31, 2026. Mr A R Balaji and Mr P Srinivasan were appointed as Chief Financial Officer and Company Secretary and Compliance Officer of the Company, respectively with effect from April 01,2026. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules thereunder, Mr S Ganeshkumar, Managing Director, Mr A R Balaji, Chief Financial Officer and Mr P Srinivasan, Company Secretary are the Key Managerial Personnel (KMP) of the Company with effect from April 01, 2026. They are also the KMPs of the Company’s wholly owned subsidiary, Chemplast Cuddalore Vinyls Limited with effect from April 01,2026.

Directors' Responsibility Statement

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

(c) of the Companies Act, 2013:

(a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed by the Company.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31,2026 and of the loss of the Company for the year ended on that date.

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

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

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Board Meetings

During the year, the Board of Directors met Seven (7) times as per details furnished in the Corporate Governance Report. Audit Committee

The Members of the Audit Committee met Five (5) times during the financial year under review. The details of the constitution of the Audit Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

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

Nomination and Remuneration Committee

The Members of the Nomination and Remuneration Committee met Six (6) times during the financial year under review. The details of the constitution of the Nomination and Remuneration Committee, terms of reference and the meetings held during the financial year have been stated in the Corporate Governance Report.

The Policy on formal Annual Evaluation by the Board can be accessed through the following link https://www. chemplastsanmar.com/downloads/investor-relations/csl-policies/?0?4/Nomination and Remuneration Policy and Board Evaluation Policy.pdf Stakeholders Relationship Committee The Members of the Stakeholders Relationship Committee met once (1) during the financial year under review. The details of the constitution of the Stakeholders Relationship Committee, terms of reference have been stated in the Corporate Governance Report.

Risk Management Committee

The Members of the Risk Management Committee met two (2) times during the financial year under review. The details

of the constitution of the Risk Management Committee and terms of reference have been stated in the Corporate Governance Report.

Corporate Social Responsibility Committee

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

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out evaluation of its own performance, the Directors individually and evaluation of working of the committees of the Board during the financial year 2025-26 as per the criteria laid down by Nomination and Remuneration Committee. The evaluation process contained various aspects of the functioning of the Board and its committees and their roles, frequency of meetings, level of participation, and independence of judgement, performance of duties and obligations.

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

Familiarisation Programme for the Independent Directors

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

Personnel

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

Particulars of employees

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

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

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

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

A statement by the Company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961

The provisions of the Maternity Benefit Act, 1961 and the rules made thereunder is applicable to the Company. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder, and continues to extend all benefits under the Act to its eligible employees.

Vigil Mechanism / Whistle Blower Policy

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

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

This policy has been formulated with a view:

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

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

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

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

The Policy on Vigil Mechanism / Whistle Blower Policy as approved by the Board is uploaded on the Company’s websitehttps://www.chemplastsanmar.com/downloads/ investor-relations/csl-policies/Vigil-Mechanism-or-Whistle-Blower-Policy-2026-Version-4.pdf

Corporate Social Responsibility (CSR)

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

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

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

Statutory Auditors

BSR & Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a period of 5 years, from the conclusion of 38^th Annual General Meeting to 43^rd Annual General Meeting of the Company, that is, for the Financial Years 2022-23 to 2026-27.

Cost Records, Audit and Auditor

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

As per provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, the cost audit records maintained by the Company in respect of the products of the Company are required to be audited. The Company had appointed N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditor to audit the cost accounts of the Company for the Financial Year 2025-26.

As recommended by the Audit committee, the Board of Directors at its meeting held on May 25, 2026 approved the appointment of N. Sivashankaran & Co, Cost & Management Accountants, Chennai (Firm Registration No. 100662) as cost auditor to audit the cost accounts of the Company for the Financial Year 2026-27.

The Cost Auditor has given a Certificate to the effect that the appointment is within the prescribed limits specified under Section 141 of the Companies Act, 2013.

The remuneration payable to the Cost Auditor for 2026-27 is placed before the shareholders at the ensuing 42^nd Annual General Meeting of the Company for their ratification.

Secretarial Audit

Secretarial Audit for the financial year 2025-26 has been carried out by B Ravi & Associates, Practicing Company Secretaries, Chennai (Firm Registration No. P2016TN052400; Peer Review Certificate Number 6835/2025). The Report of the Secretarial Auditor for the financial year 2025-26 is annexed herewith as Annexure 4 and forms part of this Report.

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

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

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

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

Secretarial Standards

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

Annual Return

Draft Annual return in Form MGT 7 as on March 31, 2026 is available on the Company’s website at https://www.chemplastsanmar.com/annual-report.php

Green initiative

Your Directors would like to draw your attention to Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules 2014, as may be amended from time to time, which permits paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, the Company appeals to all those members who have not registered their e-mail addresses so far, to register their e-mail address in respect

of electronic holdings with their concerned Depository Participants and / or with the Company.

Further, the Company will also send the Annual Report for the Financial Year 2025-26 to all the shareholders only through electronic means as per the relaxations provided by relevant MCA Circulars which enhances the Green initiative measures taken by the Company.

Other disclosures

During the year under review, there were no:

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

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

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

d) Revisions to the financial statements.

Other Particulars

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

Acknowledgements

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

Cautionary Statement

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

For and on behalf of the Board Vijay Sankar

Place: Chennai Chairman

Date: May 25, 2026 DIN: 00007875