DIRECTORS' REPORT

Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Standalone and
Consolidated Financial Statements for the Financial Year ended 31st March, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the year under review is summarized below: (Rs. In lacs)

2. State of the Company's Affairs

During the year under review, the Company continued to carry on its existing business operations while pursuing
strategic expansion into the specialty chemicals and nutraceutical ingredients sector.

As part of its long-term growth strategy, the Company incorporated Oleo Biosciences Private Limited, Bengaluru,
as its subsidiary with an equity participation of 75% for setting up a manufacturing facility for Medium Chain
Triglyceride (MCT) Oil, a high-value specialty product catering to pharmaceutical, nutraceutical, food and personal
care industries.

The procurement and installation of plant and machinery, utilities and other equipment for the project are
presently in progress. Subject to successful completion of installation, commissioning and statutory approvals,
commercial production is expected to commence during the fourth quarter of the Financial Year 2026-27.

The Board believes that this project will diversify the Company's business portfolio and strengthen its long-term
growth prospects.

3. Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 and the applicable Accounting Standards, the
Company has prepared Consolidated Financial Statements incorporating the financial statements of its subsidiary,
Oleo Biosciences Private Limited.

Since the subsidiary was incorporated on March 31, 2026 and subscribed capital was received after the close of
the financial year, its financial operations during the year were insignificant. Appropriate disclosures have been
made in the Consolidated Financial Statements.

4. Dividend

Your directors pleased to inform that Company has declared 15%Dividend for the year 2025-26 (Subject to TDS
as per Income tax Act) subject to approval of members at ensuing Annual General Meeting. Pursuant to the

requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('Listing Regulations'), the Dividend Distribution Policy of the Company is available
on the Company's website

5. Transfer to Reserves

The Company has transferred the above profit amount under the head reserves and surplus and stakeholders net
worth of the Company has been increased and that will help the stake holders for value maximisation in periods
to come.

6. Share Capital

During the year there was no change in the authorised, issued, subscribed or paid-up share capital of the
Company.

7. Subsidiary Company

During the year, the Company incorporated Oleo Biosciences Private Limited, Bengaluru, as a subsidiary to
undertake the proposed MCT Oil manufacturing project.

A statement containing the salient features of the financial statements of the subsidiary in Form AOC-1 forms part
of this Annual Report.

8 MATERIAL CHANGES AND COMMITMENTS:

During the year under review there were no material changes or commitments which affect the financial position
of the Company. With the ease of doing business mechanism followed by Government may give and on to the
Company to create the sustainable growth and development.

9. DIRECTORS

Shri Nirmit D Patel retire by rotation and himself offer for reappointment.

Smt. Rinkal Maulik Jasani is appointed additional director in the Category of Woman Independent & Non-Executive
Director w.e.f. 28/05/2025

During the year Shri Nitin Shantilal Shah has resign as an Independent Director w.e.f. July 31, 2025.

During the year Khyati Vyas has resigned from Company Secretary & Compliance Officer & CFO. In her Place Shri
Nitin Shantilal Shah has been appointed as Company Secretary & Compliance Officer & CFO.

During the year under the review none of the Director of the Company has been disqualified to act as the
Director of the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges
is enclosed as Annexure-A.

11. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for the financial year ended 31st
March, 2026 given by Mehul Raval, Practicing Company Secretary is annexed as Annexure - B to this report. There
is no qualification or any adverse remarks and observations made by PCS is self-explanatory and does not need
any explanation from the Board.

12. NUMBER OF BOARD MEETINGS

During the year the Board of Directors met Seven (7) times. The details of the Board meetings are provided in
the Corporate Governance Report Annexure-E.

The meetings held were in compliance with the secretarial standards issued by ICSI and section118(10)of CA-
2013 to be read with SEBI (LODR) provisions.

Audit Committee

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its

purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing
the financial statement and statement of cash flow and reviewing the Company's statutory and internal audit
activities.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013.They act in accordance with the terms of reference as stipulated.

The Company has established the terms of reference of the Audit Committee in all respect. The Company is not
mandated with CG Requirement however the provisions of the CA-2013 are followed in all respect. The Composition
of the same with attendance is forming part of the Corporate Governance Report which is separately attached
forming part of the said Directors Report.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section134 of the Companies Act, 2013, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

b. Appropriate accounting policies have been selected and applied 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 profit of the Company for that period.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. The directors, in the case of a listed company, had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating effectively;

e. The annual accounts have been prepared on a going concern basis.

f. The Directors have devised proper systems to ensure compliances with the provisions of applicable laws
and such systems are adequate and operating effectively.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Following Directors are independent in terms of section 149(6) of the Act and under SEBI (LODR) Regulation,
2015:

1 Shri Nitinkumar S. Shah Resigned w.e.f. 31-07-2025

2 Smt Rinkal Maulik Jasani Non-Executive Independent Director (Woman Director)

3 Shri Jignesh A. Shah Non-Executive Independent Director

4 Smt.Priyankaben M. Shah Non-Executive Independent Director (Woman Director)

The Company has received requisite declarations/confirmations from all the above Directors confirming their
independence.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from Shri
Mehul Raval, Practicing Company Secretary, that none of the Directors on the Board of the Company have been
disqualified to act as Director. The same is annexed here wit has Annexure-C.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement containing Particulars of Employees pursuant to section 197(12) of the Companies Act, 2013 read with
Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014forms part of
this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the Report and
financial statement are being sent to the members and others entitled there to, excluding the statements containing
Particulars of Employees, which is available for inspection by the members at the / Corporate /Registered office
of the Company during business hours on all working days (except Saturdays), up to the date of ensuing Annual
General Meeting. Any member interested in obtaining a copy of such statement may write to the Company at
the Corporate / registered office of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the company for the period under
review, hence, no committee in this regard has been constituted.

17. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual return of the company for the
Financial Year ended on 31st March, 2026 will be placed on the Company's website at https://
www.crestchemlimited.in

18. RELATED PARTY TRANSACTIONS

Details of Contracts/arrangement with the Related Parties are appearing under Note no. 27 and form part of this
report. All related party transactions that were entered into during the year under report were on arm's length
basis and were in the ordinary course of business and in line with the domestic transfer pricing rules. The related
party transactions made by the Company with erstwhile promoter companies have no potential conflict with the
interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required,
for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's
website. The Company's management ensures total adherence to the approved Policy on Related Party Transactions
to establish Arm's Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts
and arrangements entered between the Company and Related Party transaction during the year, the details,
required to be mentioned in AOC-2 which is annexed here with Annexure-D.

19. DEPOSITS

Company has not invited any public deposit which is falling under the provisions of Section 73 to 76 of the
Companies Act, 2013.The Companies is debt free.

20. FINANCE

The company has, from time to time availed of FD-OD facility from banks, against company's own fixed deposits
(FDs), in routine course of Business. The company also paid- off the facilities so utilized It is Continuous process.
The company has no borrowings from any Bank or any Institution. There are no outstanding interest payments.
Our company is debt free. The company has adopted Indian Accounting Standard (INDAS), since April 01,2016.

BSE annual listing fees (ALF)

BSE annual listing fees (ALF) has been paid well within the stipulated time period, of due date.

There are no any other disputed or undisputed outstanding to BSE.

21. VIGIL MECHANISM

The Board approved Vigil Mechanism of the Company at its meeting held on 31/03/2026. The purpose of the
policy is to provide a framework to promote a responsible and secure Whistle Blowing and to protect directors/
employees wishing to raise a concern about serio us irregularities within the Company. Under the policy, protected
disclosures against below Board level employees will be addressed to the Whole Time Director / Managing
Director and against Board level employees to the Chairman, Audit Committee. During the year, no reporting
under Vigil Mechanism was made by any employee or Director of the Company.

22. WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the listing
agreement, includes an Ethics & Compliance Task Force comprising senior executives of the company, is in place
with the company. Available in company's website https://www.crestchemlimited.in/download/cd/policy-on-
whistle-blower.pdf

23. AUDITORS

M/s Samir M. Shah & Associate, Chartered Accountants, will hold office for the period of five consecutive years
till the conclusion of 35th Annual General meeting to be held in 2027.

24. COST AUDIT

The Central Government of India has not prescribed the maintenance of Cost Accounting Records under
sub-Section (1) of Section148 of the Companies Act,2013 and hence this clause is not applicable to the
company.

25. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are part and partial of process and system procedures. It is being monitored by the
Board of Directors of the Company & Audit Committee comprising of one of the professionals at periodic intervals.
The Internal auditor is appointed in compliance of Section 138 of the Act and is conducted to examine the
adequacy, relevance and effectiveness of control systems, compliance with policies, plans and statutory
requirements and reports are placed before the Audit Committee for its review. During the previous financial
year, the Company had in place requisite internal financial controls, for smooth functioning commensurate with
the size and operation of our company. The Company has IFCS commensurate with the size and operation of the
Company.

The Company also avails the services from the professionals of repute i.e. a Firm of Chartered Accountant (Laxmi
Patre & Associates) and advocate Hardik Bhupendra Shah and Corporate Law Advisor Jignesh A. Shah on retainer
basis, to assist the company broadly in strategic matters, implementation of the policy, legal and internal financial
controls etc.

26. HEALTH SAFETY & ENVIRONMENT AND OTHER POLICIES

Your Company attaches the highest priority to safety, occupational health and protection of environment in and
around its working areas.

The Company has taken sufficient measures to maintain Industrial Health and Safety at its work place for employees
as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable
Industrial and Labour laws/rules. The Company has in place a Policy against Sexual Harassment at workplace in
line with the requirement of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual
harassment. The Company has not received any complaints during the year under the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy available at Code of Conduct
(crestchemlimited.in)

27. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO, STATEMENT OF PARTICULARS OF EMPLOYEES ETC.

Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, form part
of this report. However, as per the provisions of section 134, the reports and accounts are being sent to all
shareholders of the Company excluding the information relating to conservation of energy, foreign exchange
earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such
particulars may write to the Director / Company Secretary at the Corporate Office of the Company at Ahmedabad.
The same is sufficiently disclosed in notes to accounts.

28. CORPORATE GOVERNANCE REPORT

During the year under Report Securities& Exchange Board of India (SEBI) introduced new listing Regulation, SEBI
(LODR) Regulation, 2015 effective from December 1, 2015. The Corporate Governance Report and practices
followed by the Company are indicated separately in the ANNEXURE forming part of this report. A certificate from
the Practicing Company Secretary of the Company, regarding the conditions of corporate governance as per
Annexure-F.

29. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and
SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors,
its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as
recommended by the Nomination and Remuneration Committee of the Company. The performance of Non¬
Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent

Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their
satisfaction with the evaluation process. Policy on Directors appointment and remuneration Criteria determining
the qualifications, positive attributes and independence of Directors. Independent Directors

• Qualifications of Independent Director. An Independent director shall possess appropriate
skills, qualifications, experience and knowledge in one or more fields of finance, law, management,
marketing, administration, corporate governance, operations or other disciplines related to the Company's
business.

• Positive attributes of Independent Directors. An independent director shall be a person of integrity, who
possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level
of independence from the Board and the Company etc. Independent Directors are appointed on the basis
of requirement of the Company, qualifications& experience, expertise in any area of business, association
with the Company etc. He / She should also devote sufficient time to his/her professional obligations for
informed and balanced decision making; and assist the Company in implementing the best corporate
governance practices.

• Independence of Independent Directors. An Independent director should meet the requirements of Section
149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations,2015 and give declaration to the Board
of Directors for the same every year.

30. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to adverse consequences for the Company's business.
Effective risk management process is key to sustained operations thereby protecting shareholder value, improving
governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen
circumstances, if they occur in the life cycle of the business activities. Your company has followed the technique
of following the Risk Transfer by taking various Insurance policies and all Assets of the Company are sufficiently
insured including Human Capital.

31. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

During the year under review ,industrial relations remained harmonious and cordial.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, the Company has received the notice from I one income tax demand of Rs.
2,06,000/- for prior period is yet pending though as per our company the same is not required to be paid for
which we have already submitted our clarification to the income tax department. But still the department has
not removed the same demand notice on us for which we have again requested to do so.

33. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and
Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation
process covering various aspects of the Board's functioning.

The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy, inter alia,
for nomination and appointment (including remuneration) of Directors, senior management and key managerial
personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate
Governance Report and uploaded on website of the company at https://www.crestchemlimited.in/code-of-
conduct.html

Further details on election process, appointment of Directors and the details of remuneration paid to Directors
and Managerial Personnel forms part of the Corporate Governance Report.

34. DISCLOSURE UNDER SECTION197(12) AND RULE5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL RULES, 2014.

There are permanent employees on the rolls of the Company as on March 31, 2026 Including Shri Dipak

Narendraprasad Patel who is Managing Director of the Company, Shri Nirmit Dipak Patel Executive Whole time
Director, Nitin S.Shah who is Company Secretary cum Compliance office and CFO, Smt. Parul Dipak Patel Manager
admin & Shri Shri Joe Cyril Harrish, Technical Person, Ratio/ Mean remuneration compliance is applicable to the
Company as is part of the report.

35. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers,
Shareholders and all other who have been associated with the Company, for their co-operation, continued
support and for the confidence placed in the management of the Company.

36. GENERAL INFORMATION

1. AGM held during the financial year 2024-25, on August 21,2025 .Stock Exchange where the shares of the
company are listed: BSE Ltd.

2. Scrip Code of the Company:526269.

3. The Company has now appointed CDSL for monitoring of foreign investments and the System Driven
Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/ ISD/CIR/P/2020/168 dated September09,
2020 regarding Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider
Trading) Regulations, 2015. The company has now obtained certain ISO certification which will help in
furthering the business of the company.

4. Other Statutory Disclosures:

- The company does not have any Benami property, where any proceeding has been initiated or
pending against the company for holding any Benami property

- The company has not carried out any revaluation of its Property, Plant and Equipment.

- The company holds all properties in its own name.

- The company does not have any charges or satisfaction which is yet to be registered with ROC

beyond the statutory period.

- The company has not traded or invested in Crypto currency or Virtual Currency during the year.

- The financial statements were authorized for issue in accordance with a resolution passed by the

Board of Directors. The financial statements as approved by the Board of Directors are subject to
final approval by its Shareholders.

- The company have not received any funds from any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall: Directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the funding party (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries.

- The company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of
the Ultimate Beneficiaries.

By Order of the Board of Directors
For & on behalf of Crestchem Limited

Sd/-

Dipak N. Patel

Place: Ahmedabad Chairman and Managing Director

Date: July 4, 2026 (02052080)