DIRECTORS' REPORT

Your directors are pleased to present the Board’s Report as a part of the
23^rd Annual Report of Fineotex Chemical Limited (“the Company” or
“FCL”), together with the Audited Financial Statements (Standalone
and Consolidated) and the Auditors’ Report thereon for the financial
year ended 31st March 2026.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year
ended 31st March 2026 are summarized below:

i) Financial Performance - Standalone:

On Standalone basis the topline has remains stagnant to Rs.
39,687.83 lakhs for the year ended 31st March, 2026. The
Profit after Tax for the financial year 2025-26 remains Rs.
9,188.96 Lakhs.

ii) Financial Performance - Consolidated

The Company’s topline increased by 44.79% over previous
year to Rs. 77,222.56 lakhs on Consolidated basis. The
Profit after Tax (PAT) for the current year is Rs. 12,501.51
Lakhs against the profit of Rs. 10,920.82 Lakhs in the
previous year showing an accelerated growth of 14.50%.

2. DIVIDEND

For the FY 2025-26, the Board has recommended a final dividend
of Rs. 0.05 per equity share having face value of Rs. 1 each for
the financial year ended 31st March 2026 at a total payout of Rs.
582.25 Lakhs. The dividend will be paid out of the profits for the
year.

The final dividend on equity shares is subject to the approval
of the Shareholders at the Annual General Meeting (‘AGM’)
scheduled to be held on Friday, September 11, 2026 and will
be paid, only in electronic form, withing 30 days from the date
of approval of the members of the company as per the relevant
provisions of the Companies Act, 2013 (hereinafter referred to as

‘Act’).

The Record Date fixed for determining entitlement of Members
to final dividend for the financial year ended March 31, 2026, if
approved at the AGM, is Friday, September 04, 2026.

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), the Board of the
Company has formulated and adopted the Dividend Distribution
Policy. The policy is available on the website of the Company
at https://fineotex.com/wp-content/uploads/2021/08/Dividend-
Distribution-Policy.pdf

Pursuant to the provisions of the Income-tax Act, 1961, the
dividend paid or distributed by a Company shall be taxable in
the hands of the shareholders. Accordingly, in compliance with
the said provisions, your Company shall make the payment of
the dividend after the necessary deduction of tax at source at the
prescribed rates, wherever applicable. For the prescribed rates for
various categories, the shareholders are requested to refer to the
Income Tax Act, 1961 and amendments thereof.

5. RESERVES AND SURPLUS

The Board of Directors has decided to retain the entire amount of
profit for the FY2025-26 in the statement of profit and loss. During
the financial year 2025-26, the Company has not transferred any
amount to the General Reserve.

(. OPERATIONAL PERFORMANCE

During the financial year under review, the Company delivered a
commendable performance on a consolidated basis, demonstrating
resilience, operational excellence, and the successful execution of
its growth strategy across business verticals.

Over the years, Fineotex have built strong capabilities across
textile specialty, FMCG and hygiene chemicals and are now
strategically expanding into the high-growth adjacent business
vertical, including Oil & Gas and water treatment chemical.

A significant milestone during the year was the commencement of
operations at the Company’s new state-of-the-art manufacturing
facility at Ambernath. The new facility has been established with
advanced manufacturing capabilities and modern infrastructure
to support the Company’s growth plans and increasing customer
demand. The first phase of the new facility has increased the
Company’s production capacity by 15,000 metric tonnes per
annum, thereby significantly strengthening its manufacturing
capabilities and operational flexibility.

The commissioning of the Ambernath facility reflects the
Company’s commitment to capacity expansion, technological
advancement, and long-term sustainable growth. The additional
capacity will enable the Company to cater to a broader customer
base, support the introduction of new products, and capitalize on
emerging opportunities across its business verticals. The Board
believes that this strategic investment will further strengthen the
Company’s competitive position and contribute significantly to
its future growth and profitability.

In December 2025, Fineotex acquired stake in CrudeChem
Technologies LLC (“CCT”) Group, a US-based specialty oilfield
chemical manufacturer focused on advanced chemical fluids,
additives and comprehensive solutions for the global Oil & Gas
sector. This acquisition marked a significant step in company’s
strategic expansion into high-value specialty chemical segment,
further strengthening our position as a diversified global specialty
chemicals company.

Awards & Recognition:

• Fineotex was honoured with the Business Excellence
Award 2025 in the Chemicals (SME) category by Dun &

Bradstreet.

• The management is thrilled to inform that Company
has been certified as “Great Place to Work” for the 4th
consecutive time.

• During the year the Credit Rating of the company has been
reaffirmed by the ICRA i.e. long-term rating ICRA A
Positive (pronounced ICRA A Plus Positive) and short-term
rating ICRA A1 (pronounced ICRA A One Plus).

• Our Executive Director, Ms. Aarti Jhunjhunwala, has been
felicitated by textile commissioner India and Bharat
Merchants’ Chamber for her outstanding contribution to
the growth and modernization of the textile chemical sector.

5. ISSUE OF EQUITY SHARES AND CONVERTIBLE
WARRANTS ON PREFERENTIAL BASISa) Preferential Issue of Equity Shares and Convertible
Warrants (Issue Size Rs. 81.14 crores)

Pursuant to the approval of the Board at its meeting held
on 16th February, 2024 and approval of the Members
of Company obtained via Special Resolution at their
Extraordinary General Meeting (‘EGM’) held on 09th
March, 2024, the company on May 22, 2024 had allotted
9,70,000 Equity Shares of ? 2/- each, at a price of Rs. 346/-
(Rupees Three Hundred and Forty-Six only) per equity
share to the certain other identified persons by way of
preferential issue and upon receipt of 25% of the issue price
per warrant (i.e. ? 86.5 per warrant) as upfront payment
(“Warrant Subscription Price”), the Company had allotted
26,26,600 convertible warrants, on preferential basis to the
Promoters of the Company and certain identified persons,
at a price of Rs. 346 each payable in cash (“Warrant Issue
Price”).

Each warrant, so allotted, is convertible into one fully paid-
up equity share of the Company having face value of ? 2
each in accordance with the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, on payment of the
balance consideration of ? 259.50 per warrant (“Warrant
Exercise Price”), being 75% of the issue price per warrant
from the Allottees pursuant to exercise of conversion option
against each such warrant, within 18 months from the date
of allotment of warrants.

During the financial year 2025-26, the Company has allotted
1,37,50,000 equity shares of face value of Rs. 1/- each at an
issue price of Rs. 34.60/- each (including a premium of Rs.
33.60/- each), consequent upon the conversion of 13,75,000
Warrants issued at an Issue Price of Rs. 346/-each, to the
persons/entities belonging to “Promoter and Non-Promoter
Category”, on preferential basis, upon receipt of balance
amount aggregating to Rs. 35,68,12,500/- at the rate of
Rs. 259.50/- per warrant (being 75% of the issue price per
warrant) from the allottees pursuant to the exercise of their
rights of conversion into equity shares.

There were no outstanding warrants convertible into equity
shares as on 31st March 2026.

b) Preferential Issue of Equity Shares and Convertible
Warrants (Issue Size Rs. 126.35 crores)

Pursuant to the approval of the Board at its meeting held on
01st June, 2024 and approval of the Members of Company
obtained via Special Resolution at their Extraordinary
General Meeting (‘EGM’) held on 27th June, 2024, the
company on 19th July, 2024 had allotted 28,15,049 Equity
Shares of ? 2/- each, at a price of Rs. 387.40/- (Rupees
Three Hundred Eighty-Seven and Forty Paise only) per
equity share to the certain other identified persons/entities
by way of preferential issue and upon receipt of 25% of the
issue price per warrant (i.e. ? 96.85 per warrant) as upfront
payment (“Warrant Subscription Price”), the Company had
allotted 28,15,049 convertible warrants, on preferential
basis to the certain identified persons/entities, at a price of
Rs. 387.40 each payable in cash (“Warrant Issue Price”).

Each warrant, so allotted, is convertible into one fully paid-
up equity share of the Company having face value of ? 2
each in accordance with the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, on payment of the
balance consideration of ? 290.55 per warrant (“Warrant
Exercise Price”), being 75% of the issue price per warrant
from the Allottees pursuant to exercise of conversion option
against each such warrant, within 18 months from the date
of allotment of warrants.

During the financial year 2025-26, the Company has
allotted 50,00,000 equity shares of face value of Rs. 1/- each
at an issue price of Rs. 38.74/- each (including a premium
of Rs. 37.74/- each), consequent upon the conversion of
5,00,000 Warrants issued at an Issue Price of Rs. 387.40/-
each, to the persons/entities belonging to “Non-Promoter
Category”, on preferential basis, upon receipt of balance
amount aggregating to Rs. 14,52,75,000/- at the rate of Rs.
290.55/- (Rupees Two Hundred Ninety and Fifty-Five Paise
Only) per warrant (being 75% of the issue price per warrant)
from the allottees pursuant to the exercise of their rights of
conversion into equity shares.

There were no outstanding warrants convertible into equity
shares as on 31st March 2026.

6. SHARE CAPITAL

The paid-up share capital of the Company at the beginning of the
financial year was Rs. 2291.50 Lakhs consisting of 11,45,75,090
equity shares of Rs. 2 each.

During the financial year 2025-26, the Company increased
its authorised share capital from Rs. 28,00,00,000/- (Rupees
Twenty-Eight Crores) consisting of 14,00,00,000 equity shares
of face value of Rs. 2 each to Rs. 120,00,00,000/- (Rupees One
Hundred and Twenty Crores) consisting of 60,00,00,000 equity
shares of face value of Rs. 2/- each.

Sub-Division/ Split of Equity Shares

The Board of Directors of your Company in their meeting held
on 27th September, 2025 approved and recommended, the sub-
division/ split of equity shares of your Company, such that 1 (one)
equity share having face value of Rs. 2/- (Rupees Two only) each,
fully paid-up, sub-divided into 2 (two) equity shares having face
value of Rs. 1/- (Rupee One only) each, fully paid-up. Further,
the members vide resolution passed in their Extra-ordinary
General Meeting held on 25th October, 2025 approved the said
sub-division/split of equity shares and consequential alteration in
the existing Capital Clause of the Memorandum of Association
(MOA) of your Company. After the requisite approvals of the
Stock Exchanges i.e. BSE and NSE and the depositories i.e.
NSDL and CDSL, new ISIN was allotted to your Company. The
change in face value of the shares reflected on the share price at
the Stock Exchanges where your Company is listed (BSE and
NSE) effective from 31st October, 2025 i.e. Record date for the
purpose of sub-division/ split of equity shares of your Company.

Bonus Issue of Equity Shares

The Board of Directors of your Company in their meeting held
on 27th September, 2025 approved and recommended, Issue of
Bonus Shares of your Company in the proportion of 4:1 i.e. 4
(Four) bonus equity share of Rs. 1/- (Rupees One) each for every
existing 1 (One) equity share of Rs. 1/- (Rupees One Only)
each, fully paid-up. Further, the members vide resolution passed
in their Extra-ordinary General Meeting held on 25th October,
2025 approved the said Bonus Issue of equity shares. On 03rd
November, 2025 allotment were made for 91,66,00,720 bonus
equity shares of face value of Rs. 1/- (Rupees One only) each,
(post giving effect of stock split) in the ratio of 4:1 to all eligible
shareholders holding shares on record date i.e. 31st October,
2025.

Conversion of Warrants into Equity Shares

a. The company has allotted the 1,37,50,000 equity shares of
Rs. 1/- (Rupees One only) each of the Company on 21st
November, 2025 towards conversion of warrants issued on
preferential basis.

b. The company has allotted the 50,00,000 equity shares of
Rs. 1/- (Rupees One only) each of the Company on 17th
January, 2026 towards conversion of warrants issued on
preferential basis.

As a result of the above, the paid-up capital of the Company as
at the end of the financial year increased to Rs. 116.45 Crores
consisting of 116,45,00,900 equity shares of face value of Rs. 1/-
each.

7. EMPLOYEES SHARE OPTION SCHEME 2020

Your Company has adopted the Fineotex Chemical Limited-
Employee Stock Option Scheme (“FCL-ESOP 2020”) for
granting options to eligible employees of your Company as
approved by the Members of your Company at the 17th Annual
General Meeting held on 29th September 2020.

During the financial year 2025-26, the company has made a fresh
grant of 58,797 options as per the scheme.

A certificate from the Secretarial Auditor of the Company,
confirming that the aforesaid scheme has been implemented in
accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 will be open for inspection at the 23rd Annual General
Meeting of the Company.

8. SUBSIDIARIES / ASSOCIATES / JOINT VENTURE

The Company does not have any associate or joint venture
company. The following Companies are subsidiaries of the
company as on 31st March 2026.

On December 4, 2025, Fineotex Biotex Healthguard FZE, a direct
wholly-owned foreign subsidiary of the Company incorporated
in the United Arab Emirates, entered into an Equity Purchase
Agreement with CrudeChem Technology LLC, FrackMex
Equipment and Services LLC, Oil Pro Advantage Inc., and
Lonestar Technoboost LLC (collectively referred to as the “CCT
Group”) for the acquisition of 53.33% equity stake in each of the
CCT Group companies.

The acquisition represents a strategic investment by the Company
aimed at strengthening its presence in high-growth specialty
chemical segments, enhancing operational synergies, and
improving overall management efficiency across the Fineotex and
the CCT Group. Pursuant to the completion of the acquisition, the
CCT Group companies became step-down foreign subsidiaries of
the Company.

• Names of the Companies which become or ceased to be
its Subsidiaries, Joint Ventures or Associates during the
financial year 2025-26:

During the financial year 2025-26, the following companies
have become subsidiaries of the Company. Other than these no
company has become Joint Ventures or Associates during the
financial year 2025-26:

• Material subsidiary

During the financial year 2025-26, the BT Chemicals SDN
BHD was material subsidiary pursuant to Regulation 16 of
SEBI Listing Regulations. The Company has formulated a
policy for determining material subsidiaries. The Policy is
available on the website of the Company at https://fineotex.
com/wp-content/uploads/2022/01/Policv-for-Determining-
Material-Subsidiarv.pdf.

9. PERFORMANCE OF SUBSIDIARY COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing the salient features of the financial
statements of the subsidiary companies is given in Form AOC-1
forms a part of the financial statements and is included in this
Annual Report.

Further, in accordance with the provisions of Section 136 of
the Act, the standalone and consolidated financial statements
of the Company for the financial year ended March 31, 2026,
together with the audited financial statements and other relevant
documents pertaining to its subsidiaries, are available on the
Company’s website at www.fineotex.com for inspection by the
members.

10. CREDIT RATING

The borrowings of the Company are very minimal. The
Company obtains Credit Rating of its various credit facilities
and instruments from ICRA Limited (“ICRA”). During the year,
ICRA has reaffirmed their ratings on the bank facilities of the
Company. The Long-term ratings have been reaffirmed to ICRA
A Positive (pronounced ICRA A plus Positive) and short-term
ratings reaffirmed to ICRA A1 (pronounced ICRA A one plus)
after careful consideration by the Rating Committee at ICRA.

11. CAPITAL EXPENDITURE

The Company continues to maintain a strong financial position
and remains substantially debt-free. The financial performance
during the year has further strengthened the Company’s balance
sheet, supported by sustained profitability and healthy cash flows
from operations.

Any borrowings availed during the year were primarily for short¬
term working capital and operational requirements, enabling the
Company to efficiently manage liquidity without disrupting its
investment portfolio. The Company continues to follow a prudent
financial management approach while maintaining adequate
liquidity to support its business operations and growth initiatives.

During the financial year under review, the Company made
substantial capital investments amounting to Rs. 1,538.77 Lakhs
in fixed assets. These investments were undertaken to enhance
manufacturing infrastructure, increase production capacity,
improve operational efficiencies, and support the Company’s
long-term growth strategy. The expanded manufacturing
capabilities are expected to position the Company favourably to
meet growing customer demand and capitalize on future business
opportunities.

12. MAJOR CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION AFTER THE YEAR END
AND TILL THE DATE OF THIS REPORT

There were no material changes and commitments that occurred
after the close of the year till the date of this Report, which
affected the financial position of the Company.

During the year under review, there was no change in the nature
of the business of the Company.

13. INTERNAL FINANCIAL CONTROLS SYSTEM AND
THEIR ADEQUACY

The Company has maintained adequate internal financial
controls commensurate with the size, scale, and complexity
of its operations. These controls are operating effectively and
are designed to provide reasonable assurance regarding the
orderly and efficient conduct of business, safeguarding of
assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, reliability of financial
reporting, and compliance with applicable laws, regulations, and
internal policies.

The Company’s internal control framework ensures robust
accounting controls, efficient operational processes, optimal
utilization of resources, protection of tangible and intangible
assets, and timely preparation of reliable financial information.

The Audit Committee regularly interacts with the Internal
Auditors, Statutory Auditors, and members of the senior
management team responsible for finance and operations. The
Committee periodically reviews the adequacy and effectiveness
of the internal control systems and recommends improvements
wherever necessary. It also monitors the Company’s budgetary
controls, cost management processes, accounting controls, risk
mitigation measures, and physical verification procedures to
ensure continuous strengthening of the control environment.

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the
Board is of the opinion that the Company has adequate internal
financial controls with reference to financial statements and that
such controls were operating effectively during the financial
year under review. During the year, the effectiveness of these
controls was assessed and reviewed, and no material weakness or
significant deficiency was identified.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for the year ended 31st March 2026, have been prepared in
accordance with the Indian Accounting Standards (IND AS)
110 - “Consolidated Financial Statements” as notified by
Ministry of Corporate Affairs and as per the general instructions
for preparation of Consolidated Financial Statements given in
Schedule III and other applicable provisions of the Act, and in
compliance with the SEBI Listing Regulations. The financial
statements of the subsidiaries and the related detailed information
will be made available to the shareholders of the Company
seeking such information.

The Audited Consolidated Financial Statements along with the
Auditors’ Report thereon forms part of this Annual Report.

15. PUBLIC DEPOSITS, LOANS AND ADVANCES

During the financial year 2025-26, the Company has not accepted
any deposits from public within the meaning of Section 73 and
Section 74 of the Act, therefore the disclosure pursuant to Rule
8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not
applicable to the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34(3) ofthe Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, on the financial statements
and operational performance of the Company as prescribed under
Schedule V, is annexed to this report as “Annexure - 1”. This
inter-alia gives details of the overall industry structure, economic
developments, performance and state of affairs of your Company’s
business, risks and concerns and material developments during
the financial year under review.

17. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS/
OUTGO

The particulars on conservation of energy, technology absorption
and foreign exchange earnings and outgo as required pursuant
to the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
annexed to this report as “Annexure - 2”.

18. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 read with Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Nomination and
Remuneration Policy for Directors, Key Managerial Personnel
and Senior Management Personnel. The Policy, as amended from
time to time, lays down the guiding principles for appointment,
remuneration, succession planning, and performance evaluation
of Directors, Key Managerial Personnel and Senior Management
Personnel. It also incorporates the criteria for determining
qualifications, positive attributes, integrity and independence
of Directors, while promoting an appropriate balance of skills,
experience, diversity and expertise on the Board.

The Nomination and Remuneration Policy annexed to this Report
as “Annexure - 3” and also available on the website of the
company at https://fineotex.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policv.pdf.

19. BOARD DIVERSITY

The Company firmly believes that an appropriately diversified
Board is fundamental to effective governance and sustainable
value creation. A diverse Board brings together individuals
with varied skills, professional expertise, industry experience,
perspectives, gender, age, and backgrounds, thereby enabling
balanced decision-making and fostering a culture of innovation
and accountability.

The Company recognizes that diversity at the Board level enhances
the quality of deliberations, strengthens oversight functions,
facilitates constructive challenge of management proposals,
and supports the formulation of robust business strategies. A
well-balanced Board also contributes to improved stakeholder
engagement, enhanced corporate reputation, and adherence to the
highest standards of governance and ethical conduct.

In line with its commitment to maintaining a high-performing
Board, the Company seeks to ensure an optimal mix of
competencies, experience, and diversity while considering
appointments and succession planning. The Board periodically
reviews its composition to ensure that it continues to possess
the requisite balance of skills, knowledge, independence, and
diversity necessary to effectively discharge its responsibilities
and support the Company’s long-term strategic objectives.

The Company’s approach to Board diversity is embedded within
its Nomination and Remuneration Policy, which is framed in
accordance with the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is available on the website of the
company at https://fineotex.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policv.pdf.

20. REMUNERATION OF DIRECTORS, MANAGERIAL
PERSONNEL, SENIOR MANAGEMENT AND
EMPLOYEES

The disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 annexed to this report as
“Annexure - 4”.

In accordance with the provisions of Section 136 of the Companies
Act, 2013, the Annual Report is being sent to the Members
excluding the statement containing particulars of employees
required under Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The said statement is available for inspection by the
Members at the Registered Office of the Company during business
hours on all working days for a period of 21 days preceding the
Annual General Meeting and up to the date of the Annual General
Meeting.

Any Member interested in obtaining a copy of the aforesaid
statement may write to the Company Secretary of the Company,
quoting their Folio Number/DP ID and Client ID, and the same
shall be furnished upon request in accordance with the applicable
provisions of the Act.

21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, no loans and advances was granted
to firm/companies in which directors are interested that would
attract the provisions of Section 185 of the Act, other than its
subsidiaries for business purpose.

The Company has made further investment by subscribing shares
issued by its WOS i.e. Fineotex Biotex Healthguard FZE. On
December 4, 2025, Fineotex Biotex Healthguard FZE, a direct
wholly-owned foreign subsidiary of the Company incorporated
in the United Arab Emirates, entered into an Equity Purchase
Agreement with CrudeChem Technology LLC, FrackMex
Equipment and Services LLC, Oil Pro Advantage Inc., and
Lonestar Technoboost LLC (collectively referred to as the “CCT
Group”) for the acquisition of 53.33% equity stake in each of the
CCT Group companies.

The details of loans granted, guarantee given, and investments
made during the year under review, covered under the provisions
of Section 186 of the Act, are provided in the notes to the financial
statements of the Company forming part of this Annual Report.

22. RELATED PARTY TRANSACTIONS

The Company has Policy on dealing with the related party
transactions. The Audit Committee reviews this policy
periodically and also reviews and approves all related party
transactions, to ensure that they are in line with the provisions of
applicable law and the Policy.

The Audit Committee approves the related party transactions and
wherever it is not possible to estimate the value, approves limit
for the financial year, based on best estimates.

The related party transactions that were entered into by the
Company during the financial year 2025-26, were on an arm’s
length basis. The disclosure under Section 134(3)(h) read with
Section 188 (2) of the Act in form AOC-2 is annexed to this report
as “Annexure - 5”.

The details of the transaction with related parties during financial
year 2025-26 are provided in the accompanying financial
statements.

The Policy on dealing with related party transactions as approved
by the Board in terms of Regulation 23 of the SEBI Listing
Regulations is available on the website of the Company at https://
fmeotex.com/wp-content/uploads/2026/06/RPT-Policy.pdf.

23. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (“CSR”) Committee has been
constituted in accordance with Section 135 of the Companies
Act. The details required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, with respect
to the CSR Committee and an Annual Report on CSR activities
undertaken during the financial year ended March 31, 2026 are
annexed to this report as “Annexure - 6”.

The CSR Policy is available on the website of the Company at
https://fineotex.com/wp-content/uploads/2025/07/Corporate-
Social-Responsibilitv-Policv.pdf.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Composition

The Board of the Company contains an optimum

combination of Executive and Non-Executive Directors. As
on March 31,2026, it comprises of 7 (Seven) Directors, viz.
4 (Four) Non-Executive Independent Directors including
a Woman Independent Director and 3 (three) Executive
Directors. The position of the Chairman of the Board and
the Managing Director are held by the Executive Director.
The profile of all the Directors can be accessed on the
Company’s website at www.fineotex.com.

None of the Directors of the Company have incurred any
disqualification under Section 164(1) & 164(2) of the Act.
During the year under review, the Board has accepted the
recommendations of the Committees of the board.

The details of the Board composition including names of
Directors and composition of Committees are provided
separately in the Corporate Governance Report.

b) Changes in Board Composition and Key Managerial
Personnel

During the year under review, the following changes
occurred in the composition of the Board of Directors of the
Company:

a. Mr. Surendrakumar Tibrewala (DIN: 00218394)
was re-appointed as the Chairman and Managing
Director of the Company, for a period of five (5)
consecutive years with effect from 01st October, 2025
to 30th September 2030 by means of passing Special
Resolutions of the Members at the 22nd AGM of the
Company held on 19th September, 2025.

b. Mr. Sanjay Tibrewala (DIN: 00218525) was re¬
appointed as the Whole-Time Director of the
Company, for a period of five (5) consecutive years
with effect from 01st October, 2025 to 30th September
2030 by means of passing Special Resolutions of the
Members at the 22nd AGM of the Company held on
19th September, 2025.

c. Mrs. Bindu Darshan Shah (DIN: 07131459) was re¬
appointed as Non-Executive Independent Director
of the Company, not liable to retire by rotation, for a
second term of 5 (five) consecutive years with effect
from 14th July, 2025 to 13th July, 2030 by means of
passing Special Resolutions of the Members at the
22nd AGM of the Company held on 19th September,
2025.

d. Mr. Sunil Vasant Waghmare (DIN: 08906042) was
re-appointed as Non-Executive Independent Director
of the Company, not liable to retire by rotation, for a
second term of 5 (five) consecutive years with effect
from 31st October, 2025 to 30th October, 2030 by
means of passing Special Resolutions of the Members
at the 22nd AGM of the Company held on 19th
September, 2025.

e. Based on the recommendation of the Nomination &
Remuneration Committee, the board has appointed
Mr. Chetan Navinchandra Shah (DIN: 08038633) as

an Independent Director of the Company for a term
of 5 (Five) consecutive years w.e.f. 12th August 2025.
The Shareholders of the Company approved the said
appointment with an overwhelming majority at the
22nd AGM of the Company held on 19th September,
2025.

f. Mr. Navin Mittal (DIN: 03555295) has ceased
to be an Independent Director of the Company
upon completion of his second and final term as an
Independent Director and consequently ceased to be a
Director of the Company w.e.f. the close of business
hours on 27th September 2025. The Board places on
record its deep appreciation for the contributions of
Mr. Navin Mittal during his tenure as an Independent
Director of the Company.

There were no changes in the Key Managerial Personnel of
your Company during the financial year 2025-26.

c) Director retiring by rotation

Pursuant to the provisions of the Companies Act, 2013
the Members of the Company at the 22nd AGM held on
19th September 2025, re-appointed Mrs. Aarti Mitesh
Jhunjhunwala (DIN: 07759722) Director of the Company,
who was liable to retire by rotation.

In accordance with the provisions of the Act, Mrs. Aarti
Mitesh Jhunjhunwala (DIN: 07759722), Executive Director
retires from the Board by rotation and being eligible and
offers herself for re-appointment. The Board recommends
the said re-appointment at the 23^rd AGM.

Further, the brief resume and other details relating to
the Director seeking appointment or re-appointment,
as stipulated under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard 2, are provided in the
Notice convening the ensuing AGM.

None of the directors of your company is disqualified under
the provisions of Section 164(2) of the Act. A certificate
dated August 17, 2026 received from, Mr. Hemant Shetye,
Designated Partner of M/s. HSPN & Associates, Company
Secretary in Practice (CP No: 1483) certifying that none
of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing
as directors of companies by Securities and Exchange Board
of India (“SEBI”)/Ministry of Corporate Affairs or any such
statutory authority is annexed to the Corporate Governance
Report.

25. DECLARATION OF INDEPENDENT DIRECTORS

During the financial year 2025-26, all the Independent Directors of
the Company has given declarations regarding their Independence
to the Board as stipulated in Section 149(6) & 149(7) of the
Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b)
and 25(8) of the SEBI Listing Regulations

In the opinion of the Board, all the Independent Directors fulfil the
conditions specified in the Act with regard to integrity, expertise
and experience (including the proficiency) of an Independent
Director and are independent of the management.

26. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme for
Independent Directors to enable them to understand their roles,
rights and responsibilities and proactively keeps them informed of
the activities of the Company, its management and operations and
provides an overall industry perspective as well as issues being
faced by the industry. Company’s policy on the familiarization
program for the independent directors as well as details of
familiarization programme imparted during the year is available
on the Company’s website at https://fineotex.com/wp-content/
uploads/2026/02/FCL-Familiarization-Programme 2025-26.pdf.

27. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Independent Directors at their meeting have
evaluated the performance of Non-Independent Directors after
considering the views of the Executive and Non-Executive
Directors, Board as a whole and assessed the quality, quantity,
and timeliness of flow of information between the Company’s
Management and the Board.

The board, upon the recommendation of the Nomination and
Remuneration Committee and as per the criteria and manner
provided for the annual evaluation of each member of the Board
and its Committees, the board has evaluated the performance of
the entire Board, its Committees, and individual directors. During
the financial year 2025-26, all the members of the Board and its
Committees met the criteria of performance evaluation as set out
by the Nomination and Remuneration Committee.

The evaluation process focused on various aspects of the Board
and Committees’ functioning such as composition of the Board
and its Committees, experience and competencies, performance
of specific duties, obligations and governance issues.

The Board expressed satisfaction with the overall functioning of
the Board and its Committees.

28. AUDITORS AND AUDITORS’ REPORT(i) Statutory Auditors:

M/s. ASL & Co., Chartered Accountants (FRN: 101921W),
the Statutory Auditors of the Company were re-appointed at
the 21st AGM held on 10th September 2024 for the second
term of 5 (Five) consecutive years from the conclusion of
the 21st AGM till the conclusion of the 26th AGM to be
held for the financial year 2028-29.

The Report given by M/s ASL & Co, Chartered Accountants
on the financial statements of the Company for the financial
year 2025-26 is part of the Annual Report and there is no
qualification, reservation, adverse remark, or disclaimer

given by the Auditors in their Reports. The Auditors of the
Company have not reported any fraud in terms of the second
proviso to Section 143(12) of the Act.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, M/s HSPN &
Associates LLP, Practicing Company Secretaries (ICSI
Unique Code L2021MH011400), has been appointed as
Secretarial Auditor of the Company for the term of 5 (Five)
consecutive years at 22nd Annual General Meeting held on
19th September, 2025 to hold office for a term of 5 (Five)
consecutive years, i.e. from financial year 2025-26 to
financial year 2029-30.

The Secretarial Audit Report, pursuant to Section 204(1)
of the Act for the financial year ended 31st March 2026, is
annexed to this Report as “Annexure - 7” and forms part of
this Report. There is no qualification, reservation, adverse
remark, or disclaimer given by the Secretarial Auditor in
their Reports.

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year 2025-26 pursuant
to Regulation 24A (2) of the SEBI Listing Regulations. The
Annual Secretarial Compliance Report for the financial
year ended 31st March, 2026 has been submitted to the
Stock Exchanges and the said report may be accessed on
the Company’s website at the link https://fineotex.com/
secretarial-compliance-report/.

During the year, the Company has complied with the
applicable corporate governance requirements as prescribed
under the SEBI Listing Regulations with respect to its
material subsidiaries. Therefore, the Secretarial Audit of the
Material Subsidiary viz. FSPL Specialities Private Limited
(“FSPL”), was carried out by M/s. HSPN & Associates,
Company Secretaries, Mumbai in terms of Regulation 24A
of the Listing Regulations and a copy of the said report is
annexed to this Board Report along with the Annexure - 7.
The Secretarial Audit Report of FSPL does not contain any
qualification, reservation, adverse remark or disclaimer.

(iii) Cost Auditors:

M/s V J Talati & Co, Cost Accountant, the Cost Auditor of
the Company submitted the Cost Audit Report for the year
2024-25 within the time limit prescribed under the Act and
Rules made thereunder.

During the Period under review, pursuant to Section 148 of
the Act read with the Rules framed thereunder, the Board
has re-appointed M/s. V J Talati & Co, Cost Accountants, to
conduct an audit of the cost records of the Company for the
financial year 2025-26.

Pursuant to Section 148 of the Act, read with the rules framed
thereunder, the Board at its meeting held on 15th May,

2026 upon the recommendation of the Audit Committee,
re-appointed M/s. V J Talati & Co., Cost Accountants,
as the Cost Auditor of the Company to conduct the audit
of the cost records of the Company for the financial year
2026-27. The Company has received the necessary consent
from M/s. V J Talati & Co to act as the Cost Auditor of
the Company for the financial year 2026-27 along with the
certificate confirming that his appointment would be within
the applicable limits.

Further, pursuant to Section 148 of the Act, read with the
rules framed thereunder, the remuneration payable to Cost
Auditor for the financial year 2026-27 is required to be
ratified by the Members of the Company at the ensuing
AGM. Accordingly, an ordinary resolution seeking approval
of members for ratification of payment of remuneration
payable to the Cost Auditor is included in the Notice
convening the ensuing AGM of the Company.

29. BOARD MEETINGS

The Board met 7 (Seven) times during the financial year 2025¬
26. The dates of meetings of the Board and its Committees and
attendance of each of the Directors thereat are provided separately
in the Corporate Governance Report.

The maximum gap between two Board meetings held during the
year was not more than 120 days.

30. MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records
as specified by the Central Government in compliance with
Section 148 of the Act.

31. RISK ASSESSMENT AND MANAGEMENT

The Company recognizes that effective risk management is critical
in achieving operational efficiency, financial stability, regulatory
compliance and strategic growth. Accordingly, your company
has adopted the policy on Risk Assessment and Management to
identify various kinds of risks in the business of the Company.
The Board review the Policy from time to time and take adequate
steps to minimize the risk in business. There are no such risks,
which, in the opinion of the Board, threaten the existence of your
Company. The policy is available at the website of the Company
at https://fineotex.com/wp-content/uploads/2023/04/Policy-for-
Risk-Management.pdf.

The Risk Management Committee met twice in a year i.e. on 12th
August, 2025 and 13th February, 2026.

32. AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and
provide effective supervision of the Management’s financial
reporting process, to ensure accurate and timely disclosures,
with the highest levels of transparency, integrity and quality of
financial reporting.

The Committee comprises of Mr. Chetan Navinchandra Shah
(Chairperson), Mrs. Bindu Darshan Shah, Dr. Sunil Waghmare

and Mr. Sanjay Tibrewala. The Committee met 6 (Six) times
during the year, the details of which are given in the Corporate
Governance Report of this Annual Report.

During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by
the Board.

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company is dedicated to foster an ethical, transparent
and accountable environment in all its business activities. The
Company has adopted vigil mechanism through its whistle
blower policy which provides a secure platform for its employees,
directors and stakeholders to report genuine concern about
unethical behavior, fraud and violations of Company’s policies
while ensuring protection from retaliation.

The Company has formulated a Vigil Mechanism/ Whistle
Blower Policy in terms of Section 177 of the Act and Regulation
22 of the SEBI Listing Regulations for the employees to report
their grievances / concerns about instances of unethical behavior,
actual or suspected fraud or violation of Company’s Code of
Conduct by means of protected disclosure to the Chairman of the
Audit Committee. The Whistle Blower Policy / Vigil Mechanism
available on the Company’s website at https://fineotex.com/wp-
content/uploads/2021/08/otherFCL-WhistleblowerPolicv.pdf.

34. HUMAN RESOURCES

The Company firmly believes that its human capital is a critical
enabler of sustainable growth, operational excellence and long¬
term value creation. The continued development, engagement
and well-being of its employees remain integral to the Company’s
business strategy and organizational success. Accordingly, the
Company is committed to fostering an inclusive, collaborative
and performance-driven work environment that empowers
employees, encourages innovation and upholds the highest
standards of professional excellence.

As on 31st March, 2026, the Company had a workforce
comprising 214 permanent employees and 86 contract workers.
Women constituted over 20.56% of the permanent workforce,
reflecting the Company’s continued commitment to diversity,
equity and inclusion and its endeavor to build a balanced and
progressive workplace.

The Human Resources function continues to play a strategic role
in attracting, developing and retaining talent by driving initiatives
across talent acquisition, learning and development, leadership
development, performance management, succession planning,
employee engagement, compensation and employee well-being.
The Company continues to invest in strengthening organizational
capabilities and building a future-ready workforce equipped to
support its evolving business requirements.

The Company’s sustained focus on creating a positive, inclusive
and empowering workplace has been recognized through its
certification as a “Great Place to Work”. This recognition
reflects the Company’s unwavering commitment to fostering a
culture founded on trust, respect, collaboration and continuous
improvement. The Board places on record its sincere appreciation
for the dedication, professionalism and invaluable contributions
of all employees, whose collective efforts continue to drive the
Company’s growth and success.

35. PREVENTION OF SEXUAL HARRASSMENT AT
WORKPLACE

Your Company is committed to providing a safe, secure, inclusive
and respectful work environment that is free from discrimination,
harassment and intimidation. In line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed
thereunder, the Company has constituted an Internal Complaint
Committee to effectively address and redress complaints relating
to sexual harassment at the workplace.

A positive workplace environment and great employee experience
are integral parts of its culture. Your Company continues to take
various measures to ensure a workplace free from discrimination
and harassment based on gender. The Company educates its
employees as to what may constitute sexual harassment and in
the event of any occurrence of an incident constituting sexual
harassment.

During the financial year 2025-26, the Committee submitted
its Annual Report as prescribed in the said Act and there was
no complaint as regards sexual harassment received by the
Committee during the year.

The following is a summary of Sexual Harassment complaint(s)
received and disposed off during the financial year 2025-26,
pursuant to the POSH Act and Rules framed thereunder:

36. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by Statutory
Auditors, Secretarial Auditors and Cost Auditors with the
concurrence of the Audit Committee, pursuant to Section 134(3)
(c) read with Section 135(5) of the Companies Act, 2013 and as
per Schedule II Part C (A)(4)(a) of the SEBI Listing Regulations,
the Board states the following:

(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper
explanations relating to material departure, if any;

(ii) The Directors have selected suitable 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 at the
end of the financial year and of the profit of the Company
for that period;

(iii) 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;

(iv) The Directors have prepared the Annual Accounts on a
going concern basis;

(v) The Directors have laid down proper internal controls
were in place and that the financial controls were adequate
and were operating effectively and the systems to ensure
compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively; and

(vi) The Directors have devised systems to ensure compliance
with the provisions of all applicable laws were in place and
were adequate and operating effectively.

57. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the draft Annual Return as on 31st March 2026 is available on the
website of the Company at the link https://fineotex.com/investor-
relation/.

The annual return uploaded on the website is a draft in nature and
the final annual return shall be uploaded on the website of the
Company once the same is filed with the Ministry of Corporate
Affairs after the AGM.

58. CORPORATE GOVERNANCE

The Company is committed to upholding the highest standards
of corporate governance, business ethics, integrity and
transparency. The Company’s governance framework is founded
on the principles of accountability, fairness, responsibility and
sustainability, with the objective of creating long-term value
for all stakeholders. The Board and the Management continue
to ensure compliance with all applicable laws, regulations and
governance standards while fostering a culture of ethical business
conduct and sound decision-making.

The Company has adopted a Code of Conduct for the Board of
Directors and Senior Management Personnel in accordance with
the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
The Company continues to adhere to the highest standards
of governance through effective internal controls, robust risk
management practices, regulatory compliance and transparent
disclosures.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a separate Report on Corporate Governance,
together with the requisite Management Discussion and Analysis
Report, forms part of this Annual Report annexed as “Annexure
- 8”.

A certificate issued by the Statutory Auditors of the Company

confirming compliance with the conditions of Corporate
Governance, as prescribed under the SEBI Listing Regulations,
also forms part of this Annual Report.

39. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Reporting (BRSR)
of the Company for the financial year ended 31st March 2026 as
required pursuant to the Regulation 34(2)(f) of the SEBI Listing
Regulations is annexed herewith as “Annexure - 9” forming part
of this Report and the same is also available on the Company’s
website at www.fineotex.com.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE

There are no significant/material orders passed by the Regulators/
Courts/Tribunals which would impact the going concern status
of the Company and its future operations. During the year under
review, no Corporate Insolvency Resolution application was
made, or proceeding was initiated, by/against the Company under
the provisions of the Insolvency and Bankruptcy Code, 2016
(as amended). Further, no application/proceeding by/against the
Company under the provisions of the Insolvency and Bankruptcy
Code 2016 (as amended) is pending as on 31st March 2026.

41. TRANSFER OF UNCLAIMED DIVIDEND AND
UNCLAIMED SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 ofthe Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended (“IEPF Rules”), dividends remaining unpaid
or unclaimed for a period of seven consecutive years from the
date of their transfer to the Unpaid Dividend Account are required
to be transferred to the Investor Education and Protection Fund
(“IEPF”) established by the Central Government. In accordance
with the IEPF Rules, the corresponding equity shares in respect
of which dividends remain unclaimed for seven consecutive years
or more are also required to be transferred to the demat account of
the IEPF Authority.

In compliance with the aforesaid provisions, the Company has
individually communicated with the concerned shareholders and
published the requisite notices in newspapers, requesting them to
claim their unpaid dividends before the due date. Upon completion
of the prescribed statutory process, the Company transferred the
unpaid/unclaimed dividends and the corresponding equity shares
to the IEPF Authority.

During the financial year 2025-26, the Company transferred an
amount of Rs. 86,847.40/ pertaining to the unpaid/unclaimed
dividend for the financial year 2017-18 to the IEPF. Further, 614
equity shares of 24 Shareholders in respect of which dividends
remained unclaimed for seven consecutive years or more were
also transferred to the demat account of the IEPF Authority in

accordance with the provisions of the Act and the IEPF Rules.

The Shareholders whose unpaid dividends and/or corresponding
equity shares have been transferred to the IEPF may claim the
same from the IEPF Authority by making an online application in
e-Form IEPF-5 in accordance with the prescribed procedure.

The dividend declared during the financial year 2018-19, which
remains unpaid or unclaimed, is due for transfer to the IEPF upon
completion of the statutory period of seven years. The due dates
for transfer of unpaid/unclaimed dividends to the IEPF are set out
in the Corporate Governance Report forming part of this Annual
Report. The corresponding equity shares in respect of which
dividends remain unclaimed for seven consecutive years shall
also be transferred to the demat account of the IEPF Authority in
accordance with the applicable provisions of the Companies Act,
2013 and the IEPF Rules. Shareholders are therefore requested to
claim their unpaid dividends at the earliest to avoid the transfer of
their dividends and corresponding equity shares to the IEPF.

42. LISTING ON STOCK EXCHNAGES

As on 31st March, 2026, the paid-up equity shares capital of the
Company stood at Rs. 116,45,00,900/- comprising 116,45,00,900
equity shares of Rs. 1/- each.

Out of the above, 115,95,00,900 equity shares were listed and
admitted to trading on the Stock Exchanges as on March 31,2026.
The balance 50,00,000 equity shares duly allotted by the Board
on January 17, 2026 pursuant to the conversion of warrants, were
pending for listing and trading approval owing to the completion
of the corporate action with the depositories as on the year-end.
Consequently, these shares were included in the paid-up equity
share capital of the Company but were not reflected in the listed
share capital as on March 31,2026. Subsequent to the completion
of the requisite corporate action and receipt of the necessary
approvals from the Stock Exchanges and the depositories, the
aforesaid 50,00,000 equity shares were admitted to trading and
now form part of the listed equity share capital of the Company.

43. DEMATERIALISATION OF SHARES

As on 31st March, 2026, 100% of the Company’s paid-up equity
share capital comprising 116,45,00,900 equity shares of Rs. 1/-
each was held in dematerialized form, reflecting the Company’s
continued commitment towards promoting a paperless and
efficient securities market.

Out of the total paid-up equity share capital, 115,95,00,900 equity
shares were listed and admitted to trading on the Stock Exchanges
as on March 31, 2026. The balance 50,00,000 equity shares,
allotted on January 17, 2026, formed part of the paid-up equity
share capital and were held in dematerialized form.

44. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year 2025-26, the Company has followed the
applicable Secretarial Standards, with respect to Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.

45. E-VOTING FACILITY AT AGM

In terms of Regulation 44 of SEBI Listing Regulations and in
compliance with the provisions of Section 108 of the Act read
with Rule 20 and other applicable provisions of the Companies
(Management and Administration) Rules, 2014 (as amended),
the items of business specified in the Notice convening the 23^rd
AGM of the Company shall be transacted through electronic
voting system only and for this purpose the Company is providing
e-Voting facility to its’ Members whose names will appear in the
register of members as on the cut-off date (fixed for the purpose),
for exercising their right to vote by electronic means through
the e-voting platform to be provided by National Securities
Depository Ltd (“NSDL”). The detailed process and guidelines
for e-Voting have been provided in the notice convening the
meeting.

46. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the
‘Green Initiative’ undertaken by the Ministry of Corporate Affairs,
Government of India, enabling electronic delivery of documents
including the Annual Report etc. to Members at their e-mail
address registered with the Depository Participants (“DPs”) and
RTAs. To support the ‘Green Initiative’, Members who have not
registered their email addresses are requested to register the same
with the Company’s Registrar and Share Transfer Agent (“RTAs”)/
Depositories for receiving all communications, including Annual
Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 03/2025 dated 22nd September

2025 and Regulation 36 of SEBI Listing Regulations, the Annual
Report of the Company for the financial year ending 31st March

2026 including therein the Audited Financial Statements for the
financial year 2025-26, will be sent only by email to the Members
who have registered their email address(es). A letter providing the

web-link and QR code, including the exact path, where complete
details of the Annual Report are available will be sent to those
shareholder(s) who have not so registered their email address(es).
Further the Company will send hard copy of the full annual report
to shareholders, who request that.

? ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation
for the continued support and cooperation extended to the
Company by its bankers, customers, vendors, suppliers, dealers,
investors, business associates, all the stakeholders, shareholders,
various departments of the State and the Central Government and
Investors.

The Board recognizes and values the commitment, expertise and
contributions of every member of the Fineotex family, whose
efforts remain integral to the Company’s sustained success.

For and on behalf of the Board of Directors of
Fineotex Chemical LimitedSd/- Sd/-

Surendrakumar Tibrewala Sanjay Tibrewala

(Chairman & Managing Director) (Executive Director)

DIN: 00218394 DIN: 00218525

Place : Mumbai
Dated: August 17, 2026