Dear Members,

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:

(Rs. in Lakhs)

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

. 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" ), 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 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 202425. 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 202425, 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.