Clean Science and Technology Ltd

GST proceedings: conclusion and financial impact

• GST search and seizure concluded on 29 September 2026 at company premises.
• GST liability determined at ₹9.9 crore under Reverse Charge Mechanism (RCM) with ITC eligibility.
• Interest and non-creditable tax liabilities aggregating ₹2.0 crore; company to settle.
• Net financial impact to company is ₹2.0 crore; no disruption to operations.
• Company to avail ITC subject to applicable law; operations continue normally.

Investment in CFCL via rights issue

• Subscribed to 8,36,121 CFCL equity shares at Rs10 face and Rs588 premium for Rs 50,00,00,358.
• CFCL is a wholly owned CSTL subsidiary; new shares rank pari passu with existing.
• Transaction with related party; at arm's length; promoters not involved.
• Purpose to fund CFCL projects.
• Regulatory approvals not applicable.
• Date and time of event: 23 September 2026, 12:30 IST.
• CFCL background: incorporated 22 March 2022 as CSTL's wholly owned subsidiary.
• Turnover (last 3 years): 2026 Rs166 crore; 2025 Rs46.77 crore; 2024 Rs1.92 crore.

Director/KMP changes

• Boob re-appointed as Whole-Time Director, effective 12 September 2026.
• Saboo appointed as Whole-Time Director (DIN 11863005) from 1 Aug 2026 to 31 Jul 2031; background not disclosed.

ESOS Allotment Details

• Allotted 1,601 equity shares under CSTL ESOS 2021 to eligible employees on 31 August 2026.
• Paid-up capital increases from 10,62,82,520 to 10,62,84,121 shares.
• Exercise price Rs 500; premium Rs 499 per share.
• ISIN INE227W01023 for the new shares.
• New shares listed on BSE and NSE.
• Distinctive numbers: 10,62,82,521 to 10,62,84,121.
• Shares rank pari passu with existing shares.
• Total issued shares after issue: 10,62,84,121.
• Total issued share capital after issue: Rs 10,62,84,121.
• Date of issue of shares: 31 August 2026.

Incorporation details

• Incorporation of Clean Science International B.V. in the Netherlands as a wholly owned subsidiary.
• Date of incorporation: 19 August 2026; registration completed on 20 August 2026.
• Initial share capital EUR 50,000; share value EUR 1 per share.
• Entity is a wholly owned subsidiary of Clean Fino-Chem Limited, which is a step-down entity.
• Industry: speciality chemicals; business scope includes selling, distribution, trading, and job work.
• 100% shareholding held by Clean Fino-Chem Limited.
• No government or regulatory approvals required for incorporation.
• Size/turnover not applicable as the entity has just been incorporated.
• Additional note: details provided per Regulation 30 and Schedule III of LODR.

agm details

• Date and time: 12 September 2026 at 12:00 Noon IST.
• Mode: VC/OAVM.
• Record/book closure: 6–12 September 2026 (inclusive) for AGM and dividend.

dividend overview

• Interim dividend of Rs 2 per share; final dividend of Rs 4 per share.
• Dividend entitlement cut-off: 5 September 2026.
• Dividend payout date: 30 September 2026.

key resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Confirm interim dividend of Rs 2 and declare final dividend of Rs 4 per share.
• Ordinary: Re-appoint Krishnakumar Ramnarayan Boob as Whole-Time Director.
• Special: Ratify remuneration to Cost Auditors for FY 2026-27; Rs 3.30 lakh.
• Special: Appoint Krishnakumar Satyanarain Saboo as Whole-Time Director for five years.
• Special: Approve NED commission for FY2026-27 up to 0.2% of net profits (1% cap).

director changes

• Boob to retire by rotation; re-appointment sought as Whole-Time Director.
• Saboo appointed as Whole-Time Director for five years from 1 Aug 2026 to 31 Jul 2031.

auditors

• Cost Auditors remuneration for FY 2026-27 fixed at Rs 3.30 lakh; ratified by members.

voting status

• Voting results not disclosed in this notice.

Overview

• Standalone BRSR for FY2025-26; CSTL manufactures performance chemicals, pharma intermediates, and FMCG chemicals.
• Exports account for 67% of turnover; operations span 18 Indian states and 38 international markets.
• Turnover mix: 72% Performance Chemicals, 19% Pharma & Agro Intermediates, 9% FMCG Chemicals.
• Assurance: 2025-26 not applicable; reporting boundary is standalone.
• CSR details included: CSR turnover 8,153 million; net worth 16,456 million.

Key ESG Risks & Opportunities

• Air emissions risk from DG sets/boilers; mitigated by ESP, scrubbers, and quarterly external monitoring.
• Climate change poses physical/transition risks; mitigated by energy efficiency and 12.6 MW solar.
• Product stewardship presents a positive opportunity through clean chemistry and proper labeling.
• Waste management risk; 3R approach, ETPs, MEE salts disposal to MEPL; solid-waste controls.
• Water and effluents risk; all facilities are ZLD with rainwater harvesting and reuse.
• Community engagement supports education, healthcare, livelihoods, and environment; positive social impact.
• Life cycle assessments initiated; 74% of saleable products covered.
• R&D earmarked for sustainable technologies; CAPEX allocated 3% to solar power.
• Sustainable sourcing: ~80% of critical suppliers screened for sustainability.

Governance & Policy Highlights

• Board oversight of ESG via MD, EDs, and functional heads; CSR Committee and Responsible Care Steering Committee.
• Policies include Code of Conduct, Anti-bribery, Whistle Blower, Related Party Transactions; board-approved.
• Policies translated into procedures; extend to value chain partners.
• Certifications: BVQI/ISO 9000, ISO 14001, ISO 45001; Responsible Care certification renewed.
• No penalties reported; statutory compliance aligned with nine NGRBC principles.
• NGRBC reviews conducted quarterly by Board/Committees; follow-up actions tracked.
• Affiliations with seven trade associations; no adverse regulatory orders in 2025-26.
• Public policy advocacy reported as NIL; ISMS in place for data security.

Social Responsibility & Workforce

• Total workforce includes 395 permanent employees and 745 workers; 397 total employees reported; 12.5% board female representation; 50% KMP female.
• Training expanded to 27,930 man-hours in 2025-26; 28% year-on-year increase.
• Health and safety; LTIFR zero for both employees and workers; regular safety audits and on-site medical facilities.
• Equal opportunity policy; 81% of employees trained on human rights issues; 100% coverage for some groups.
• Wages: compliance with minimum wage; female wages accounted for 5.87% of total wages in 2025-26.
• Grievance mechanisms via Whistle Blower and POSH; 0 sexual harassment complaints in 2025-26.
• MSME/Local sourcing: 13.48% from MSMEs; 72.3% procurement from within India; rural 63.06% employment share.
• CSR beneficiaries include education (12,290), healthcare (5,492), environment (444); multiple initiatives across housing, schooling, and health.

Environmental Performance

• Total energy: 12,64,673 GJ; renewable energy 57,690 GJ; non-renewable 12,06,984 GJ; renewable share ~52%.
• Total electricity usage: 57,690 GJ from renewable sources; solar capacity ~12.6 MW powering over half of consumption.
• GHG emissions: Scope 1 111,587 tCO2e; Scope 2 10,307 tCO2e; total intensity 0.00001495 per turnover.
• Scope 3 emissions: 80,123 tCO2e; intensity 0.000009827 per turnover; PPP-adjusted intensity 0.0003040885.
• Water: withdrawals 398,562.33 kl; ZLD plants; rainwater harvesting and 3R water management.
• Waste: total 9,393.44 tonnes; hazardous waste 2,013.07; boiler ash 7,366.29; plastics 13.93; E-waste 0.15.
• Certified to ISO 9001/14001/45001; Responsible Care; ongoing renewable energy adoption and tree-planting targets.

Stakeholder Engagement & Complaints

• Key stakeholders: shareholders, customers, local communities, employees; channels include website, emails, events; regular engagement.
• Customer complaints: 4 filed in 2025-26; all resolved; no pending; shareholders: 1 filed, resolved; communities: 0.
• Grievance mechanisms implemented; Whistle Blower and POSH policies accessible; quarterly safety updates to Board.

Other Notable Metrics

• R&D focused on sustainable tech; 100% of R&D in sustainable technologies; CAPEX 3% to solar.
• Procurement: ~80% of critical inputs from sustainable suppliers; vendor ESG criteria embedded in policy.
• Packaging: 100% recycled paper-based packing; bulk containers reduce plastic packaging.
• Data privacy: ISMS policy in place; no data breaches reported in 2025-26.
• Life Cycle Perspective: 74% of saleable products covered; some LCAs not externally verified.

• Revenue from operations: ₹9,565.47 million for the year ended 31 March 2026.
• PAT to equity holders: ₹2,296.55 million.
• Basic EPS ₹21.61; diluted ₹21.60.
• Interim dividend ₹2 per share.
• Proposed final dividend ₹4 per share.
• Geographic revenue mix FY2026: India ₹3,851.35m; China ₹1,789.74m.
• Top external customer revenue share: 11.55%.
• Promoter stake: 50.96% as at 31 March 2026.
• Outstanding shares: ≈106.27 million.
• Capex incurred: ₹220 crores.