Annual Report for the FY 2025-26

CHEMIESYNTH (VAPI) LIMITED Regd office: Plot No. 27, GIDC, Phase-1, Vapi - 396195 CIN: L24110GJ1986PLC008634, GST Reg no: 24AAACC9688H1ZC, Telephone no: 02221010500, Email id: compliance@chemiesynth.com Date: 03rd September, 2026 The Manager, BSE Limited, Corporate Relationship Department, Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001 Scrip Code: 539230 Sub: Reg. 34 of the SEBI (LODR) Regulations, 2015 Dear Sir, This is with reference to the 40th Annual General Meeting (“AGM”) of the members of Chemiesynth (Vapi) Limited to be held on Wednesday, 30th September 2026 at 11.00 A.M. In this regard, we enclosed herewith, pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015, Annual Report of the company for financial year 2025-26. Kindly take on your records. Yours faithfully, For Chemiesynth (Vapi) Limited. Pranali Dholabhai Company Secretary & Compliance Officer Encl.: Annual Report 2025-26 Annual Report 2025-26 Chemiesynth (Vapi) Ltd INDEX Corporate Information 04 Annual General Meeting (AGM) Notice 05 Directors Report 17  Annexure A: Director’s Brief Resume 25  Annuxure B: Conservation of Energy, Technology 27 Absorption and Foreign Exchange Earning and Outgo  Annexure C: Particulars of Employees 27  Annexure D: Related Party Transactions 29  Annexure E: Management Discussion and Analysis Report 30 Secretarial Audit Report 32 Independent Auditors Report 35 Audited Financial statements 44 Notes to the financial statements 47 Assent / Dissent Form For Voting on AGM Resolutions 65 Proxy form 67 Updation of Shareholders information 69 Attendance Slip 71 Route Map of Venue of AGM Meeting 72 Corporate Information Board of Director: MR. SATISH BHOGILAL ZAVERI - Non Independent Non Executive Director MR. SANDIP SATISH ZAVERI - Managing Director MR. RUSHABH SURESH MEHTA - Non Independent Non Executive Director MR. PRAMOD GOPALDAS GUJARATHI - Independent Director MRS. JIGNA PRAJAPATI - Woman Independent Director Auditors: Secretarial Auditors: M/s. Manoj Shah & Co., M/s Nitin Sarfare, Chartered Accountant, Vapi. Company Secretaries, Mumbai Registered Office: Audit Committee: CIN: L24110GJ1986PLC008634 Ms. Jigna Prajapati - Chairman Plot No. 27, GIDC, Vapi Mr. Pramod G. Gujarathi - Member Dist. Valsad, Gujarat – 396 195. Mr. Sandip Zaveri - Member Registrar & Share Transfer Agent: Nomination & Remuneration Committee: Purva Sharegistry (India) Pvt. Ltd. Unit no. 9, Shiv Shakti Ind. Estt. Mr. Pramod G. Gujarathi - Chairman J .R. Boricha marg, Ms. Jigna Prajapati - Member Opp. Kasturba Hospital Lane Mr. Satish Zaveri - Member Lower Parel (E), Mumbai 400 011 Book Closure: 40th Annual General Meeting: Date:24/09/2026 to 30/09/2026 Day : Wednesday Both days inclusive Date : 30th September, 2026 Venue : Plot No. 27, GIDC, Vapi Dist. Valsad – 396 195 Chief Financial Officer: Time : 11:00 AM Mr. Suresh Lad Company Secretary & Website: Compliance Officer: www.chemiesynth.com Ms. Pranali Dholabhai Bankers: CIN: Axis Bank L24110GJ1986PLC008634 Galaxy Hotel Branch, Vapi, Gujarat 396195 Chemiesynth (Vapi) Limited CHEMIESYNTH (VAPI) LIMITED Plot No. 27, GIDC, Vapi, Dist. Valsad, Gujarat - 396195 CIN: L24110GJ1986PLC008634 : Notice : Notice is hereby given that the 40th Annual General Meeting of the Members of CHEMIESYNTH (VAPI) LIMITED will be held on Wednesday, 30th September 2026 at 11:00 AM at the Registered Office of the Company at Plot No. 27, GIDC, Vapi, Dist. Valsad, Gujarat – 396195 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2026, including the audited Balance Sheet as at March 31, 2026, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors (‘the Board’) and Auditors thereon. 2. To appoint a director in place of Mr. Rushabh Mehta (DIN: 00784327), liable to retire by rotation in term of section 152(6) of the Companies Act, 2013 and being eligible, seeks reappointment and to pass the following resolution as ordinary resolution: “RESOLVED THAT pursuant to the provisions of section 152(6) and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Rushabh Mehta (DIN: 00784327) be and is hereby reappointed as director of the company, liable to retire by rotation.” SPECIAL BUSINESS: 3. Approval of Related Party Transactions with Group Companies and Promoters To consider, and, if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“the Act”), Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) [including any statutory modification(s) or re-enactment thereof for the time being in force], the consent of the Members of the Company be and is hereby accorded to the Board of Directors and the Audit Committee, to enter into contracts/ arrangements/ transactions with the following related parties for the financial year 2026-27, notwithstanding that such transactions may exceed the materiality thresholds prescribed under LODR, up to the maximum annual limits as set out below:” Name of the Related Relationship Nature of Transaction Max. Annual Party Limit (INR) CS Speciality Chemicals Entity under Common Intercorporate Deposits / Loans / Interest / 15.00 crores Pvt Ltd Control Purchase and Sale of Goods and/or assets / Subscription to non- convertible preference shares and/or non-convertible debentures CS Fine Interchem Pvt Entity under Common Purchase and Sale of Goods and/or assets / 10.00 crores Ltd Control Services / Subscription to non- convertible preference shares and/or non-convertible debentures Star Performance Entity under Common Intercorporate Deposits / Interest 1.00 crores Chemicals Pvt Ltd Control Mr. Satish B. Zaveri Promoters / Key Receipt of unsecured loans / Repayment of 10.00 crores Mr. Sandip S. Zaveri Management Personnel unsecured loans /Interest Annual Report 2025-26 “RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to finalize, settle and execute such documents, agreement, deeds, applications and writings as may be required and to file necessary forms with the Registrar of Companies (ROC), Stock Exchanges, and other regulatory authorities, and to take all such steps as may be incidental and ancillary to implementation of the aforesaid resolution. 4: INCREASE AUTHORISED SHARE CAPITAL AND ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION To consider, and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 13, 61, 64, and other applicable provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from ` 3,25,00,000/- (Rupees Three Crores Twenty-Five Lakhs Only) to ` 18,25,00,000/- (Rupees Eighteen Crores Twenty-Five Lakhs Only) divided into 32,50,000 (Thirty-Two Lakhs Fifty Thousand) Equity Shares of ` 10/- (Rupees Ten Only) each aggregating to ` 3,25,00,000/- (Rupees Three Crores Twenty-Five Lakhs Only) and 1,50,00,000 (One Crore Fifty Lakhs) Preference Shares of ` 10/- (Rupees Ten Only) each aggregating to ` 15,00,00,000/- (Rupees Fifteen Crores Only).” RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association (MOA) of the Company (framed under the erstwhile Companies Act, 1956) be altered and substituted in its entirety [Showing first 8,000 characters — download PDF for full document]