Your Board of Directors (“the Board”) take pleasure in presenting
the Board’s Report as a part of the 22nd 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 2025.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year
ended 31 March 2025 are summarized below:

i) Financial Performance - Standalone:

The Company topline increased by 4.84% over previous
year to Rs. 43,922.21 lakhs over the previous year on
standalone basis. The Profit after Tax for the current year
showed a leap of 9,722.67 Lakhs. This was on account of
your Company’s customer focus with change of product
mix to foresee and meet their needs. Improved realisations
and increase in volumes have also contributed to this better
performance during the year.

ii) Financial Performance - Consolidated

On consolidated basis the topline has remains stagnant to
Rs. 53,333.28 lakhs for the year ended 31st March, 2025.
The Profit after Tax for the financial year 2024-25 remains
Rs. 10,920.82 Lakhs.

2. DIVIDEND

The Board has recommended a final dividend of Rs. 0.40 per
equity share having face value of Rs. 2 each for the financial year
ended 31st March 2025 (Dividend for financial year 2023-24
Rs. 0.40 per equity share of Rs. 2 each) at a total payout of Rs.
458.30 Lakhs out of its current profits, subject to the approval

of Members at the ensuing Annual General Meeting (hereinafter
referred to as ‘AGM’) of the Company. If the final dividend is
approved by the members, then the same will be paid within 30
days from the date of approval as per the relevant provisions of
the Companies Act, 2013 (hereinafter referred to as ‘Act’).

The dividend would be paid to all the equity shareholders,
whose names would appear in the Register of Members / list of
Beneficial Owners on the Record Date to be determined for the
purpose of dividend.

During the year, the company has declared and paid an interim
dividend of Rs. 0.40/- per equity share having face value of
Rs. 2/- each for the financial year 2024-25 at a total payout of
Rs. 458.30 Lakhs out of the profits of the company.

In compliance with the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
of Directors of the Company has, formulated a Dividend
Distribution Policy, which 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.

3. RESERVES AND SURPLUS

During the financial year 2024-25, the Company has not
transferred any amount to the General Reserve. For details
regarding the transfer to other reserves please refer to Note No. 18
of the financial statements for the year which are self-explanatory.

4. OPERATIONAL PERFORMANCE

We ended the financial year 2024-25 on a stable footing, with
steady performance in the textile chemicals segment and strong
growth in newly diversified businesses. During the quarter, the
textile chemicals segment remained stable, with sustained demand
across key geographies. We also developed 15 new products,
reinforcing our focus on innovation and our ability to respond
swiftly to evolving customer requirements. While the FMCG,
Cleaning & Hygiene segment witnessed a temporary softness in
volumes, the underlying demand fundamentals remain intact, and
we anticipate a pickup in the coming quarters.

Our new business line - Water Treatment and Oil & Gas —
delivered strong performance, with a substantial increase in both
volumes and value contribution backed by a robust and growing
order pipeline. Further, we are undertaking focused capital
expenditure, promotional and brand-building initiatives. These
investments are aimed at enhancing production capabilities,
strengthening market presence, and accelerating customer
acquisition in these fast-growing business segments. These
business lines are expected to play an increasingly significant role
in our revenue mix in the coming years.

A major milestone during the year was the government approval
of AquaStrike Premium, our biotechnology-based mosquito
control solution developed using Azadirachtin. This plant-based,
sustainable innovation opens up growth opportunities in public
health and institutional hygiene, both in India and emerging
markets.

To support our growth aspirations, we are pleased to report that
our greenfield expansion is progressing as planned and will add
15,000 MTPA of capacity, increasing our total installed capacity
to 1,20,000 MTPA expected to commence operations in Q2 FY26.

Awards & Recognition:

• The Company has received the awarded with the ESG
Registered Badge by Dun & Bradstreet (D&B) a
prominent global provider of business decisioning data and
analytics

• 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 upgraded by the ICRA i.e. long-term rating ICRA
A Positive (pronounced ICRA A Positive) and short-term
rating ICRA A1 (pronounced ICRA A One Plus).

• Hurun India - Outstanding contribution to India’s
Manufacturing Economy Award

• Hurun India - India’s Most Respected Entrepreneurs
Award

5. PREFERENTIAL ISSUE

a) Preferential Issue - Issue Size 280 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.

b) Preferential Issue - Issue Size 218 Crores

During the year, the Board of Directors company at its
meeting held on 01st June, 2024 and the Members of
Company at their Extraordinary General Meeting (‘EGM’)
held on 27th June, 2024, has inter-alia approved the
following;

• Issuance of 28,15,049 (Twenty-Eight Lakhs Fifteen
Thousand and Forty-Nine) Share Warrants each
convertible into 1 (one) fully paid-up equity share of
the Company, having a face value of Rs. 2/- within a
period of 18 months (eighteen months) in accordance
with the applicable laws (“Warrants”) at a price of Rs.
387.40/- (Rupees Three Hundred Eighty-Seven and
Forty Paise only) each payable in cash (“Warrant Issue
Price”), aggregating upto Rs. 1,09,05,49,983 (One
Hundred and Nine Crores Five Lakhs Forty-Nine
Thousand Nine Hundred and Eighty-Three Only)
to certain identified persons by way of preferential
issue, subject to the approval of the other regulatory or
statutory approvals as may be required.

• Issuance of 28,15,049 (Twenty-Eight Lakhs Fifteen
Thousand and Forty-Nine) Equity Shares of the
Face Value of Rs. 2/- each, at a price of Rs. 387.40/-
(Rupees Three Hundred Eighty-Seven and Forty Paise
only) per equity share, each payable in cash (“Share
Issue Price”), aggregating upto Rs. 1,09,05,49,983
(One Hundred and Nine Crores Five Lakhs Forty-
Nine Thousand Nine Hundred and Eighty-Three
Only) to the certain other identified persons by way of
preferential issue, subject to the approval of the other
regulatory or statutory approvals as may be required.

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 July 19, 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 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 other identified persons, at a price of ? 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.

6. SHARE CAPITAL

The paid-up share capital of the Company at the beginning of the
financial year was ? 2215.30 Lakhs consisting of 11,07,64,989
equity shares of ? 2 each.

During the financial year 2024-25, the Company has allotted:

1. 9,70,000 equity shares of Rs. 2 each of the company on May
22, 2025 to certain identified persons on Preferential basis.

2. 28,15,049 equity shares of ? 2 each of the company on July
19, 2025 to certain identified persons on Preferential basis.

3. 25,052 equity shares of ? 2 each of the Company on
November 13, 2024 to the eligible employees on exercise of
options pursuant to Fineotex Chemical Limited-Employee
Stock Option Scheme 2020 (“FCL-ESOP 2020”).

As a result of the above allotment the paid-up capital of the
Company as at the end of the financial year increased to
? 2291.50 lakhs consisting of 11,45,75,090 equity shares of ? 2
each.

Further, company has also allotted the 26,26,600 and 28,15,049
convertible warrants on May 22, 2024 and July 19, 2024
respectively. However, as at the end of the financial year and as
on the date of this report warrants are not exercised for conversion
therefore there’s no change in the share capital of the company
due to allotments of the said convertible warrants.

7. EMPLOYEES SHARE OPTION SCHEME 2020

At the 17th Annual General Meeting of the Company held on
29th September, 2020, the members have approved Employees
Stock Option Scheme (“FCL-ESOP-2020”) for granting options
to eligible employees of your Company.

During the year, the eligible employees has opted to exercise
their options and 25,052 equity shares of ? 2/- each were allotted
to them. Considering the extinguishment of options, the total
number of options outstanding as on March 31,2025 are 5,245.

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 22nd Annual General
Meeting of the Company.

8. SUBSIDIARIES

The details and performance of the subsidiary companies is
provided below:

a. Foreign Subsidiaries:

Fineotex Malaysia Limited (FML), a Limited Company,
was incorporated in a free trade zone in Labaun, Malaysia
in 2011. FML in turn has controlling interest in three other
companies in Malaysia that have established manufacturing
and trading activities these Companies are BT Biotex SDN
BHD, BT Chemicals SDN BHD and Rovatex SDN BHD.
The synergy of the businesses has helped all the companies.
BT Chemicals SDN BHD qualifies as a material subsidiary
as per the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The BT Chemicals SDN
BHD has declared the dividend to its holding company
during the financial year 2024-25.

FML incorporated a wholly owned subsidiary -BT Biotex
Limited, UAE with an initial investment of US$ 10,000. The
Company is exploring the expansion and diversification of
activities in Middle East.

Fineotex Specialties FZE was incorporated in the region of
UAE on 25th January 2015 and operates in a free zone in
UAE. It has been renamed as Fineotex Biotex Healthguard
FZE after the strategic alliance with HealthGuard. During
the year, the company has increased the Paid-up share
capital of Fineotex Biotex Healthguard FZE.

b. Indian Subsidiaries:

The Company had incorporated a wholly owned subsidiary
named Fineotex Specialities Private Limited (“FSPL”)
on 05th September, 2020 with an investment of Rs. 100
lakhs to the Equity Share Capital. It had commenced
operations November 2021 and is contributing handsomely
to both the topline and bottom-line of the Company since
then. Fineotex Specialities Private Limited also qualifies
as a material subsidiary from the financial 2023-24 as

per Regulation 16(1)(c) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. FSPL had
declared an Interim dividend for 2024-25 of Rs. 27.5/- Per
equity shares of Rs. 10/- each amounting to Rs. 275 Lakhs.

In December 2023, the Company has incorporated a wholly
owned subsidiary named “Finoclean Specialities Private
Limited” with an initial investment of Rs. 100 Lakhs to the
Equity Share Capital.

Manya Manufacturing India Private Limited is the Indian
subsidiary. It was acquired for a diversification.

The brief details about the subsidiaries described in the
Corporate Governance Report which forms an integral part
of this report.

Further, pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing the salient
features of the financial statements of subsidiary companies
in Form AOC-1 is attached to the financial part of this
Annual Report.

The separate audited financial statements in respect of
each of the subsidiary companies shall be kept open for
inspection at the Registered Office of the Company during
working hours for a period of 21 days before the 22nd
Annual General Meeting.

9. 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 upgraded their ratings on the bank facilities of
the Company. The Long-term ratings have been upgraded from
ICRA A Stable (pronounced ICRA A Plus Stable) to ICRA
A Positive (pronounced ICRA A plus Positive) and short-term
ratings remains the same i.e. ICRA A1 (pronounced ICRA A
one plus) after careful consideration by the Rating Committee at
ICRA.

10. FINANCE AND CAPITAL EXPENDITURE

Your company is a debt free company. The Company financial
position strengthened during the year as there’s profitability.
The borrowings are taken for short term requirements so that
the investment portfolio is not abruptly disturbed. The Company
has made substantial investment of Rs. 4439.74 Lakhs in fixed
assets during the current year to ensure adequate manufacturing
capacity.

11. 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.

12. INTERNAL FINANCIAL CONTROLS SYSTEM AND
THEIR ADEQUACY

Your Company has laid down adequate internal financial controls
and checks which are effective and operational. These systems
are designed in a manner which provides assurance with regard
to maintenance of strict accounting control, optimum efficiency
in operations and utilization of resources as well as financial
reporting, protection of Company’s tangible and intangible
assets and compliance with policies, applicable laws, rules and
regulations.

The Audit Committee regularly interacts with the Internal
Auditors, the Statutory Auditors and Senior Executives of the
Company responsible for financial management and other affairs.
The Audit Committee evaluates the internal control systems and
checks & balances for continuous updation and improvements
therein. The Audit Committee also regularly reviews and
monitors the budgetary control system of the Company as well
as the system for cost control, financial controls, accounting
controls, physical verification, etc. The Audit Committee
regularly observes that proper internal financial controls are in
place including with reference to financial statements. During
the year, such controls were reviewed, and no reportable material
weakness was observed.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for the year ended 31st March 2025, 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.

14. PUBLIC DEPOSITS, LOANS AND ADVANCES

During the financial year 2024-25, 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.

15. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 (3) of the SEBI
(LODR) Regulations, 2015, on the operations of the Company as
prescribed under Schedule V, is presented in a separate section
forming part of the Annual Report Annexed as “Annexure - 1”.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as required
to be disclosed pursuant to the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is given in “Annexure - 2” forming part
of this Report.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act, and in
terms of Regulation 19 read with Part D of Schedule-II of the
SEBI Listing Regulations, the Company has a Nomination and
Remuneration Policy for its Directors, Key Managerial Personnel
and Senior Management which also provides for the diversity of
the Board and provides the mechanism for performance evaluation
of the Directors and the said Policy was amended from time to
time. It includes criteria for determining qualifications, positive
attributes and Independence of a Director. The Nomination and
Remuneration Policy is set out in Annexure - ‘3’ to the Director’s
Report. It is also available on the Company’s website and can
be accessed through the following link https://fineotex.com/wp-
content/uploads/2025/07/Nomination-and-Remuneration-Policy.
pdf.

18. BOARD DIVERSITY

The Company recognizes and embraces the benefits of having
a diverse Board that possesses a balance of skills, experience,
expertise and diversity of perspectives, appropriate to the
requirements of the businesses of the Company. The Board has
adopted the Board Diversity Policy which sets out the approach
to diversity and forms a part of the Nomination and Remuneration
Policy of the company. The policy is available at the website of the
Company at https://fineotex.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policv.pdf.

19. PARTICULARS OF REMUNERATION OF MANAGERIAL
PERSONNEL AND EMPLOYEES AND RELATED
DISCLOSURE

Disclosures pertaining to remuneration and other details as
required under Section 197(12), read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in “Annexure - 4” enclosed hereto and
forms part of this Report. The statement containing particulars
of employees pursuant to Section 197 of the Act, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is not being sent to the
Members along with this Annual Report in accordance with the
provisions of Section 136 of the Act. Copies of the said statement
are available at the registered office of the Company during the
designated working hours from 21 days before the AGM till the
date of the AGM. Any member interested in receiving the said
statement may write to the Company Secretary, stating their Folio
No./DPID & Client ID.

20. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Your Company has given loans and guarantees and made
investments in compliance with the provisions of Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014. The particulars of such loans
and guarantees given, and investments made are provided in the
Standalone Financial Statements of the Company forming part of
this Annual Report.

21. RELATED PARTY TRANSACTIONS / CONTRACTS

The Company has adopted the related party transactions policy.
The Audit Committee reviews this policy periodically and also
reviews and approves all related party transactions, to ensure that
the same are in line with the provisions of applicable law and the
Related Party Transactions Policy.

The Audit Committee approves the related party transactions and
limit for the financial year by Omnibus Approval. The related
party transactions that were entered into by the Company during
the financial year 2024-25, were on an arm’s length basis. Further,
no material related party transactions were entered into by the
Company during the financial year 2024-25. The disclosure under
Section 134(3)(h) read with Section 188 (2) of the Act in form
AOC-2 is given in “Annexure - 5” forming part of this Report.

The details of the transaction with related parties during financial
year 2024-25 are provided in the accompanying financial
statements.

Details of related party transactions entered into by the Company,
in terms of IND AS-24 have been disclosed in the notes to the
financial statements.

The Policy on related party transactions as approved by the
Board in terms of Regulation 23 of the SEBI Listing Regulations
is posted on the website of the Company and can be accessed
through the following link: https://fineotex.com/wp-content/
uploads/2023/05/RPT-Policy.pdf

22. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024-25, the Company was required
to spend ? 150.42 Lakhs, the minimum amount to be spent on
CSR activity. The Company spent ? 1.76 Lakhs in excess towards
CSR in FY 2023-24 which has been set off during FY 2024-25.
Therefore, the Company is required to spend in FY 2024-25 after
set-off excess CSR is ? 148.66 Lakhs.

Out of net CSR obligation of ? 148.66 Lakhs for the financial year
2024-25, the Company spent ? 44.09 Lakhs during the financial
year 2024-25. The company has ? 104.57 Lakhs as an unspent
amount for the year ended 31st March 2025.

Acknowledging the responsibility towards the society, your
Board, in compliance with the provisions of Section 135(1) of
the Act and Rules made thereunder has formulated the CSR
Committee and CSR Policy. Further, the CSR policy has been
placed on the website of the Company and can be accessed
through the following link: https://fineotex.com/wp-content/
uploads/2025/05/FCL-CSR-Policy final.pdf.

The Annual Report on CSR activities in terms of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014
is annexed herewith and marked as “Annexure - 6” forming part
of this Report.

23. 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 31,2025, it comprises of 7 (Seven) Directors, viz.
4 (Four) Non-Executive Independent Directors including
a Woman 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 Audit Committee.

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

b) Changes in Board Composition and Key Managerial
Personnel

Mr. Alok Dhanuka (DIN: 06491610) 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 20th September 2024.
The Board places on record its deep appreciation for the
contributions of Mr. Alok Dhanuka during his tenure as an
Independent Director of the Company.

During the year under review, the Board of the Company
(based on the recommendation of the Nomination &
Remuneration Committee) has appointed Dr. Amit
Prabhakar Pratap (DIN: 08023735) as Independent Director
of the Company for a term of 5 (Five) consecutive years
w.e.f. 09th August 2024. The Shareholders of the Company
approved the said appointment with an overwhelming
majority at the 21st AGM of the Company.

During the financial year 2024-25, Mrs. Aarti Mitesh
Jhunjhunwala (DIN: 07759722) was re-appointed as Whole
Time Director of the Company, liable to retire by rotation,
for a period of five (5) consecutive years with effect from
14th August 2024 to 13th August 2029 by means of passing
Ordinary Resolutions of the members at the 21st AGM of
the Company held on 10th September, 2024.

There were no changes in the Key Managerial Personnel of
your Company during the financial year 2024-25.

c) Director retiring by rotation

Pursuant to the provisions of the Companies Act, 2013
the Members of the Company at the 21st AGM held on
10th September 2024, 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 himself for re-appointment. The Board recommends
the said re-appointment at the 22nd 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 12, 2025 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.

24. DECLARATION OF INDEPENDENT DIRECTORS

During the financial year 2024-25, 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.

25. 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/2025/02/FCL-Familiarization-Programme-2024-25.pdf.

26. 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 2024-25, 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.

27. AUDITORS AND AUDITO R S ’ 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 2024-25 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, M/s HSPN & Associates LLP,
Practicing Company Secretaries (ICSI Unique Code
L2021MH011400), were appointed as Secretarial Auditor
to conduct Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report, pursuant to Section 204(1)
of the Act for the financial year ended 31st March 2025, 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 2024-25 pursuant
to Regulation 24A (2) of the SEBI Listing Regulations. The

Annual Secretarial Compliance Report for the financial
year ended 31 March 2025 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/.

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, the Board of Directors at its
meeting held on August 12, 2025 upon the recommendation
of the Audit Committee, appointed M/s HSPN & Associates
LLP, Company Secretaries in Practice (ICSI Unique Code
L2021MH011400) as Secretarial Auditor for a term of five
consecutive years commencing from financial year 2025-26,
subject to the approval of the shareholders at the forthcoming
AGM of the Company. The Company has received the
necessary consent from M/s HSPN & Associates LLP to act
as the Secretarial Auditor of the Company along with the
certificate confirming that his appointment would be within
the applicable limits.

During the year, the Company has complied with the
applicable corporate governance requirements as prescribed
under the SEBI Listing Regulations with respect to its
subsidiaries. Therefore, the Secretarial Audit of the
Material Subsidiary viz. FSPL Specialities Private Limited
(“FSPL” )y 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 as along with the Annexure -
7. The Secretarial Audit Report of FSPL does not contain
any qualification, reservation, adverse remark or disclaimer.

(iii) Cost Auditors:

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 2024-25.

M/s V J Talati & Co, 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.

Pursuant to Section 148 of the Act, read with the rules framed
thereunder, the Board at its meeting held on 20th May,
2025 upon the recommendation of the Audit Committee,
re-appointed M/s. V J Talati & Co. as the Cost Auditor of
the Company to conduct the audit of the cost records of the
Company for the financial year 2025-26. 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 2025-26 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 2025-26 is required to be
ratified by the Members of the Company at the forthcoming
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.

28. BOARD MEETINGS

The Board met 5 (Five) times during the financial year 2024¬
25. 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.

29. 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.

30. RISK ASSESSMENT AND MANAGEMENT

The Company has a 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 20th
June, 2024 and 10th January, 2025.

31. 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 Mrs. Bindu Darshan Shah
(Chairperson), Dr. Sunil Waghmare, Dr. Amit Pratap and
Mr. Sanjay Tibrewala. The Committee met 4 (Four) times during
the year under review, 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.

32. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated a vigil mechanism / Whistle Blower
Policy for the Directors and Employees to report their genuine
concerns, details of which have been given in the Corporate
Governance Report annexed to this Report. The copy of the
Policy is available on the website of the Company and may be
accessed through the web link https://fineotex.com/wp-content/
uploads/2021/08/otherFCL-WhistleblowerPolicv.pdf.

33. HUMAN RESOURCES

The focus on human capital continued to be a cornerstone of the
Company’s strategic endeavours. Recognizing the pivotal role of
our workforce as the driving force behind our diverse business
ventures, the Company endeavoured to cultivate an environment
conducive to their growth, development, and overall well-being.

The Company has a strength of permanent employees and contract
workers as on 31st March, 2025. From the total permanent
employees, over 18.57% are Women.

Fineotex’s robust performance and goals management system
is crafted to ensure our employee’s performance is assessed and
appraised annually based on agreed upon goals aligned with the
Company’s overall business targets.

The Human Resource function of the company is tightly
integrated and takes care of recruitment, training, performance
management, compensation and the overall well-being of all our
employees. Fineotex’s strong belief in employee empowerment
and thus the efforts are focused on creating an employee-friendly
environment. The testimony to this is our recent certification of
‘Great Place to Work’.

34. DISCLOSURE UNDER THE SEXUAL HARRASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

An Internal Committee has been constituted in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary & trainees) are covered under
the policy.

During the financial year 2024-25, 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.

35. 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.

36. ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013, the Annual Return as on
31st March, 2025 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.

37. CORPORATE GOVERNANCE

We are committed to achieve the highest standards of ethics,
transparency, corporate governance and continue to comply with
the code of conduct framed for the Board and senior management
under SEBI Listing Regulations and have maintained high
standards of corporate governance based on the principle of
effective implementation of internal control measures, adherence
to the law and regulations and accountability at all levels of the
organization.

The Company strives to achieve appropriate Corporate
Governance practices. In accordance with the requirements
of Schedule V read with Regulation 34(3) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015
with the Stock Exchange, a report on the status of compliance of
Corporate Governance norms is also attached as “Annexure - 8”.

A certificate from the Statutory Auditors of the Company,
confirming compliance with the conditions of Corporate
Governance, as stipulated in the Listing Regulations forms part
of the Annual Report.

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Reporting (BRSR)
of the Company for the financial year ended 31st March 2025 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.

39. 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 2025.

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

Pursuant to applicable provisions of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid
or unclaimed dividends that are required to be transferred by
the Company to the Investor Education and Protection Fund
(“IEPF” or “Fund”) established by the Central Government, after
completion of seven years from the date of the declaration of
dividend are transferred to IEPF. Further, according to the Rules,
the shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more
are also transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and advertised in the
newspapers seeking action from the shareholders who have not
claimed their dividends for seven consecutive years or more.
Thereafter, the Company transferred such unpaid or unclaimed
dividends and corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision of
Section 124 of the Act, the Company has transferred a sum of
? 38,844.30/- to the IEPF, the amount of dividend which was
unclaimed/ unpaid for a period of seven years, declared for the
financial year 2016-17. Further, during the financial year 2024¬
25, the Company has transferred 711 shares in respect of which
dividend has not been paid or claimed for seven consecutive years
or more pursuant to Section 124 of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF may claim those dividends and
shares from the IEPF Authority by complying with prescribed
procedure and filing the e-Form IEPF-5 online with MCA portal.

Further the shares in respect of which dividend has not been paid
or claimed for seven consecutive years will also be transferred
to IEPF. Shareholders are requested to ensure that they claim the
unpaid dividends referred to above before the dividend and shares
are transferred to the IEPF pursuant to the provision of Section
124 of the Act.

41. LISTING ON STOCK EXCHNAGES

As on 31st March, 2025 the 11,45,75,090 equity shares of Rs. 2/-
each of the company are listed on the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE). The Company
has paid the annual listing fees to the stock exchange/s.

42. DEMATERIALISATION OF SHARES

There were 11,45,75,056 equity shares of the Company held by
the shareholders in dematerialized form as on 31st March 2025,
representing 99.99% of the total paid-up share capital of the
Company consisting of 11,45,75,090 equity shares of Rs. 2 each.
The Company’s equity shares are compulsorily required to be
traded in dematerialized form, therefore, Members are advised to
speed up converting the physical shareholding into dematerialized
form through their DP(s). Only 34 equity shares of Rs. 2 each of
the company are held in physical form.

43. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

44. 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 22nd
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.

45. 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. 09/2024 dated 19th September

2024 and SEBI Circular dated 03rd October 2024, the Annual
Report of the Company for the financial year ending 31st March

2025 including therein the Audited Financial Statements for the
financial year 2024-25, will be sent only by email to the Members.

? 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.

For and on behalf of the Board of Directors of
Fineotex Chemical Limited

Sd/- Sd/-

Surendrakumar Tibrewala Sanjay Tibrewala

(Chairman & Managing Director) (Executive Director)

DIN: 00218394 DIN: 00218525

Place : Mumbai
Dated: August 12, 2025