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06th August 2025
To
BSE LIMITED
Department of Corporate Services
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai- 400 001
Dear Sir/Madam
Subject: Outcome of Board Meeting held on 06th August 2025
Ref: BSE Scrip ID: CHEMCRUX BSE Scrip Code: 540395
In accordance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we would like to inform you that the Board of Directors of the Company at
their meeting held today i.e., Wednesday, 06th August 2025 at the Registered Office of the
Company at 330, Trivia Complex, Natubhai Circle, Racecourse, Vadodara- 390007, Gujarat; inter
alia approved/ passed the following resolutions:
1. Unaudited Standalone & Consolidated Financial Results for the quarter ended 30th June
2025 for F.Y. 2025-26 along with Limited Review Report thereon as reviewed and
recommended by the Audit Committee.
2. Recommendation to appoint M/s. KSPS & Co. LLP, Company Secretaries (LLPIN-ABC-4707);
as Secretarial Auditor of Company for 5 years commencing from F.Y. 2025-26 to F.Y. 2029-
30, subject to shareholders approval at the ensuing AGM. (Annexure-1)
3. Continuation of Mr. Girishkumar Shah’s (DIN: 00469291) term as Whole Time Director
designated as Executive Chairman upon attaining the age of 70 (Seventy), subject to
shareholders approval at the ensuing Annual General Meeting (AGM). (Annexure -2)
4. Continuation of Mr. Sanjay Marathe’s (DIN: 01316388) term as Managing Director upon
attaining the age of 70 (Seventy), subject to shareholders approval at the ensuing Annual
General Meeting (AGM). (Annexure -2)
5. Continuation of Mr. Bhanubhai Patel’s (DIN: 00727280) term as an Independent Director
upon attaining the age of 75 (Seventy-Five), subject to shareholders approval at the ensuing
Annual General Meeting (AGM). (Annexure -2)
6. Increase in the Authorised Share Capital of the Company from Rs. 15,00,00,000/- (Rupees
Fifteen Crores) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crores) divided into 2,00,00,000
(Two Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and consequent amendment in
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the Capital Clause (Clause V) of Memorandum of Association of the Company, subject to
approval of the shareholders of the Company, at the ensuing AGM.
7. Chemcrux Enterprises Employee Stock Option Scheme 2025 (“ESOP 2025” / “Scheme”) for
grant of 20,00,000 options of Rs. 10/- (Twenty Lakh options of rupees ten each) each to the
Eligible Employees of the Company including the employees of subsidiary companies,
associate companies, joint ventures and group companies of the Company, in India or
outside India, under the Scheme subject to approval of the Shareholders of the Company as
per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
SBEB & SE Regulations”), subject to approval of the shareholders of the Company, at the
ensuing AGM. (Annexure -3)
8. Approved resignation of Mr. Ramesh Kambariya from the post of Chief Financial Officer of
the Company w.e.f. end of business hours of 11th August 2025. (Annexure -4)
9. The 29th Annual General meeting of the company shall be held on 24th September 2025 at
11:00 A.M. through Video Conferencing.
The Board Meeting commenced at 11:30 A.M. and concluded at 02:25 P.M.
The disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI
Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, is enclosed
herewith.
Kindly take the above on your record.
Yours faithfully
For CHEMCRUX ENTERPRISES LIMITED
Dipika Rajpal
Company Secretary & Compliance Officer
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Annexure - 1
Sr. No. Particulars - Secretarial Auditor
1. Name M/s. KSPS & Co LLP, Company Secretaries (LLPIN-ABC-
4707)
2. Reason for change Recommendation for appointment in compliance with
Regulation 24(A) of SEBI (LODR) Regulations, 2015;
subject to shareholders approval
4. Effective Date of
Appointment
01-04-2025 (with effect from F.Y. 2025-26)
5. Term of
appointment
For 5 years commencing from F.Y. 2025-26 to F.Y. 2029-
30
6. Brief Profile KSPS & Co LLP, Company Secretaries (LLPIN-ABC-4707)
is a firm of Practising Company Secretaries and a peer
reviewed firm, primarily engaged in providing Due
Diligence Audit, Governance, Compliance Management
and other Assurance services. The designated partners of
the LLP have experience in handling the secretarial audits
of listed and large unlisted companies.
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Annexure -2
Sr.
No
Particulars - Continuation of term of appointment of Directors
1. Director -
Name, DIN,
DOB
(dd-mm-yyyy)
Mr. Girishkumar Shah,
(DIN: 00469291),
DOB: 29-06-1956
Mr. Sanjay Marathe,
(DIN: 01316388),
DOB: 05-11-1956
Mr. Bhanubhai Patel,
(DIN: 00727280),
DOB: 27-06-1951
2. Designation Whole Time Director
designated as Executive
Chairman
Managing Director
Independent Director
3. Reason Approval for continuation
of term of appointment
upon attaining age of 70,
considering his vast
experience & leadership
Approval for continuation
of term of appointment
upon attaining age of 70,
considering his vast
experience & leadership
Approval for continuation
of term of appointment
upon attaining age of 75
considering his
contribution & expertise
4. Brief Profile
(in case of
appointment
)
Promoter, Executive
Chairman & Whole Time
Director of the Company
Associated with the
Company since
incorporation and is also
one of the subscribers of
MOA of the Company.
Experience: More than 4+
decades in chemical
industry.
Expertise: Marketing and
Finance of the Company
Promoter & Managing
Director of the Company.
Associated with the
Company since
incorporation and is also
one of the subscribers of
MOA of the Company
Experience: More than 4+
decades years in chemical
industry.
Expertise: Production
activities of the Company
Independent Director of
the Company with effect
from 30-09-2016.
Started his own
manufacturing unit to
produce pigments in 1981
and is associated with it
since then. He is having
experience of more than
4+ decades in the
industry
5. Qualification Bachelor of
Engineering in
Chemical (MSU)
Post-graduate in
Industrial
Management (IISC
Bangalore)
Bachelor of
Engineering in
Chemical (MSU)
M. Tech from Indian
Institute of
Technology (IIT)
Bachelor of Science –
Gujarat University
B.Sc. (Tech.) from
University
Department of
Chemical Technology
(UDCT), Mumbai
6. Terms and
conditions of
appointment
(including
remuneratio
n)
As per shareholders
resolution passed at the
AGM held on 12th
September 2023
As per shareholders
resolution passed at the
AGM held on 12th
September 2023
As per shareholders
resolution passed at the
AGM held on 24th August
2021 – only sitting fees
for attending Board
and/or Committee
meetings
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7. Effective
Date of
Appointment
(as per
current
term)
01st January 2024 01st January 2024 24th August 2021
8. Information
as required
pursuant to
BSE Circular
no.
LlST/COMP/
14/ 2018-19
dated June
20, 2018
He is not debarred from
holding the office of
Director by virtue of any
SEBI Order or any other
such authority.
He is not debarred from
holding the office of
Director by virtue of any
SEBI Order or any other
such authority.
He is not debarred from
holding the office of
Director by virtue of any
SEBI Order or any other
such authority.
9. Disclosure of
relationship
between
Directors
Spouse of Non-Executive
Director, Mrs. Sidhdhi
Shah
Not related to any of the
Directors/ KMPs
Not related to any of the
Directors/ KMPs
10. Shareholding
(as on 31st
March 2025)
53,99,240 53,99,740 Nil
11. Other
Directorship
s in listed
entities
(along with
listed entities
from which
the person
has resigned
in the past
three years)
Not applicable Not applicable Not applicable
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Annexure -3
Sr. No. Particulars - ESOP
1. Brief details of options
granted
A total of 20,00,000 options has been approved
for grant in one or more tranches, from time to
time, which in aggregate are exercisable into not
more than 20,00,000 (Twenty Lakh) Equity
Shares of face value of Rs. 10/- (Ten) each
pursuant to Chemcrux Enterprises Limited ESOP
Scheme 2025 (“ESOP 2025” / “Scheme”) to the
eligible employees of the Company.
2. Whether the scheme is in
terms of SEBI (SBEB)
Regulations, 2021 (if
applicable)
Yes
3. Total number of shares
covered by these options
20,00,000 equity shares of Rs. 10/- each
4. Pricing formula / Exercise
Price
The Grant Price/ Exercise Price shall be
determined by the Compensation Committee as
on the date of Grant. However, it should neither
be less than the face value of the share nor be
more than the fair value of the shares.
The Exercise Price shall be specified in the letter
issued to the Option Grantee at the time of the
Grant.
5. Options vested
Not Applicable at this Stage
6. Time within which option
may be exercised
As defined in the Scheme
7. Options exercised
Not Applicable at this Stage
8. Money realized by exercise
of options
9. The total number of shares
arising as a result of
exercise of option
10. Options lapsed
11. Variation of terms of
options
The Compensation Committee may vary the terms
of the scheme subject to the terms thereof and
applicable laws.
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12. Brief details of significant
terms
Chemcrux Enterprises Limited ESOP Scheme
2025 (“ESOP 2025” / “Scheme”) will be
administered by the Nomination and
Remuneration Committee which shall act as
Compensation Committee.
Scheme will involve new issue of equity shares of
the company and will not involve any secondary
acquisition.
Scheme will be implemented directly by the
Company and Nomination and Remuneration
Committee (NRC) is designated as the
Compensation Committee (CC) by the Board for
this purpose and it would independently
administer and implement such Scheme.
The grant of Options is based upon the eligibility
criteria as mentioned in the Scheme.
The eligible employees will be entitled to Equity
Shares of the Company on exercise of Options as
per the terms provided under the Scheme.
13. Subsequent changes or
cancellation or exercise of
such options.
Not Applicable at this Stage
14. Diluted earnings per share
pursuant to issue of equity
shares on exercise of
options.
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Annexure -4
Sr.
No
Particulars – Resignation of CFO
1. Reason for change To pursue a career opportunity that better
aligns with the long-term personal goals
There is no other material reason for
resignation other than those which is
provided in the resignation letter
2. Date of cessation Effective from end of business hours of 11th
August 2025.
3. Brief Profile (in case of appointment)
N.A.
4. Disclosure of relationships between
directors (in case of appointment)
N.A.
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