Camlin Fine Sciences Ltd Directors Report

To The Members of CAMLIN FINE SCIENCES LIMITED

The Directors hereby present the 32^nd Annual Report of Camlin Fine Sciences Limited (the "Company" or "CFS") along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025. The Consolidated Financial Statements comprise performance of the Company and its subsidiaries and associates.

1. Financial Results

( in lakh)

Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from continuing operations	88,649.13	77,326.21	166,652.66	145,391.22
Earnings before Interest, Taxes, Depreciation and Amortisation (EBITDA)*	7,060.22	2,712.94	20,811.25	18,360.21
Depreciation and amortisation expense	5,252.66	4,939.00	6,383.89	5,635.29
Earnings before Interest and Taxes (EBIT)	1,807.56	(2,226.06)	14,427.36	10,335.15
(before other Income)
Other Income	2,061.53	1,888.26	1,445.26	1,554.55
Earnings before Interest and Taxes (EBIT)	3,869.09	(337.80)	15,872.62	11,889.70
(after other Income)
Finance costs	6,611.93	5,432.60	9,988.22	6,030.49
Profit/(Loss) before exceptional items, share of profit/(loss) of associate and tax	(2,742.84)	(5,770.40)	5,884.40	5,859.21
Exceptional items (net)	9,600.21	192.84	981.52	-
Profit/(Loss) before share of profit/(loss) of associate and tax	(12,343.05)	(5,963.24)	4,902.88	5,859.21
Share of profit / (loss) of associate	-	-	44.22	-
Profit/(Loss) before tax	(12,343.05)	(5,963.24)	4,947.10	5,859.21
Tax expenses	(4,712.00)	(824.32)	6.65	563.16
Profit/(Loss) from continuing operations after tax	(7,631.05)	(5,138.92)	4,940.45	5,296.05
Loss from discontinued operations after tax	-	-	(20,752.39)	(15,783.56)
Profit/(Loss) for the year	(7,631.05)	(5,138.92)	(15,811.94)	(10,487.51)
Attributable to:
- Equity shareholders of the Company	(7,631.05)	(5,138.92)	(13,904.59)	(9,275.34)
- Non-controlling interests	-	-	(1,907.35)	(1,212.17)
Other comprehensive income (OCI)	(54.04)	(4.46)	(1,223.49)	1,796.41
Total comprehensive income	(7,685.08)	(5,143.38)	(17,035.43)	(8,691.10)
Balance in Retained earnings at the beginning of the Year	12,540.49	17,679.25	22,881.80	30,264.47
Profit/(Loss) for the year (attributable to equity shareholders of the Company)	(7,631.05)	(5,138.92)	(13,904.59)	(9,275.34)
Remeasurement of defined employee benefit plans (net of tax)	(7.98)	(5.56)	(7.52)	(6.09)
Depreciation for the year on revaluation of assets transferred from Revaluation Reserve	-	-	991.85	1,893.04
Transferred from Employee Stock Option Outstanding	1.99	5.72	1.99	5.72
Balance in Retained earnings at the end of the year	4,903.45	12,540.49	9,963.53	22,881.80
* Excluding Foreign Exchange Impact.

2. Performance Review and State of Companys Affairs 2.1 Consolidated:

Company has treated its cash generating units relating to the Diphenol facility of CFS Europe Spa, Italy, a wholly owned subsidiary and the entire Vanillin manufacturing facility of CFS Wanglong Flavours (Ningbo) Co. Ltd; a subsidiary, as ‘discontinuing operations" as they were determined as economically unviable and with remote possibility of revival. Consequently, results have been disclosed as continuing and discontinued operations for the period under consideration and for the prior period for comparison.

On a consolidated basis, the revenue from continuing operations for FY 2024-25 stood at 166,652.66 lakh (Previous Year 145,391.22 lakh) and EBITDA (net of foreign exchange impact and after profit from associate) for FY 2024-25 was 20,855.47 lakh (Previous Year 18,360.21 lakh). The growth in revenues was attributable to impressive performance in the revenues generated by sale of Blends and Vanillin.

Profit from continuing operations before tax (and before exceptional items) was

5,884.40 lakh (Previous Year 5,859.21 lakh). Exceptional items of 981.52 lakh include a provision for embezzlement of funds by an employee in Britec SA, a wholly owned step-down subsidiary in Guatemala _640.48lakh,acquisitionrelatedcostsofVitaforGroup201.72lakhandlossondemolition/refurbishment of assets (net of scrap sale) 139.32 lakh. Profit after tax from continuing operations for FY 2024-25 was

4,940.45 lakh (Previous Year 5,296.05 lakh).

Loss after tax from discontinuing operations was 20,752.39 lakh (Previous Year 15,783.56 lakh). The loss after tax for the FY 2024-25 stood at 15,811.94 lakh (Previous Year 10,487.51 lakh).

2.2 Standalone:

On a standalone basis, the Revenue from Operations for FY 2024-25 was 88,649.13 lakh (Previous Year 77,326.21 lakh), EBITDA (net of foreign exchange impact) for FY 2024-25 stood at 7,060.22 lakh (Previous Year 2,712.94 lakh).

The increase in the revenue was due to increase in the sale volumes of Vanillin and higher realizations as compared to earlier year.

Loss before tax (before exceptional items) for FY 2024-25 was at 2,742.84 lakh (Previous Year

5,770.4 lakh). Exceptional item of 9,600.21 lakh includes impairment loss on investments in subsidiaries 1,633.38 lakh, impairment of trade and other receivables (net of payable) due from subsidiaries 7,870.56 lakh and loss on demolition/refurbishment of assets (net of scrap sale) 96.27 lakh. Loss after tax for FY 2024-25 stood at 7,631.05 lakh (Previous Year 5,138.92 lakh).

For more details on the Consolidated and Standalone performance, please refer to Management Discussion & Analysis.

3. Management Discussion & Analysis

The Management Discussion & Analysis, as required in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR") forms part of this annual report.

4. Business & Strategy

Your Company along with its subsidiaries, is engaged in research, development, manufacturing and marketing of specialty chemicals, ingredients and additive blends which are in the broad product portfolio of: (i) Shelf-Life Solutions (ii) Aroma Ingredients (iii) Performance Chemicals and (iv) Health & Wellness Product portfolio under Shelf-Life Solutions includes basic ingredients such as tert-butylhydroquinone (TBHQ), Butylated Hydroxyanisole (BHA), Butylated Hydroxytoluene (BHT) & Ascorbyl Palmitate (ASP) which are primarily manufactured in India and marketed globally through the network of subsidiaries as well as distribution networks. These products are also used to value add into Blends which are also part of Shelf-Life Solutions. Blends are included in Shelf-Life Solutions which manufactured by using inorganic as well as natural & organic inputs. Manufacturing operations of Blends are spread across the globe viz., India, Mexico, Brazil, USA & Europe. Blends are targeted at Food, Feed, Pet food, Animal Nutrition and Bio-diesel industries. All these products address the issue of shelf life and allied usages. Aroma ingredients mainly includes Vanillin, Ethyl Vanillin, Natural Vanillin and some of its combinations. All these products are manufactured in India at the Dahej manufacturing unit. Company is one of the largest manufacturers of Methyl Vanillin in the world. These products are marketed globally through subsidiaries and distribution network and are used by manufacturers of products for Flavor and Fragrance.

Portfolio of Performance Chemicals includes specialty chemicals such as Hydroquinone (HQ), Catechol (CAT), Monomethyl Ether of HQ (MEHQ), tert butylcatechol (TBC), Guaiacol, Veratrole, etc. These products are manufactured in India and are used by pharmaceuticals, petrochemicals, industrial chemicals, etc.

Products of Health & Wellness are aimed to manufacture algae based products such as Omega 3 fatty acids at its manufacturing unit of subsidiary in South India. There are good growth prospects for this businessin the coming years.

For more details of the businesses of the operations of the Companys subsidiaries, please refer Management Discussion & Analysis.

5. Finance, Liquidity & Rating

FY 2024-25 was a challenging year for financing and liquidity due to pressure on margins, delayed ramp up of Aroma products, accumulation of inventory and impairment provisions of investments and receivables. The Company has however been able to maneuver through the turbulent times by aggressive working capital management, support from the Shareholders through rights issue and interim funding through Non-Convertible Debentures.

On a standalone basis, the short-term borrowings increased to 26,995.67 lakh as on March 31, 2025, from 26,931.59 lakh as on March 31, 2024. The consolidated short-term borrowings stood at

37,734.19 lakh as on March 31, 2025, as compared to 32,493.91 lakh as on March 31, 2024. The short-term borrowings on the consolidated basis were higher due to higher current maturities of long-term borrowings and higher utilization of working capital limits at the end of the year.

The long-term borrowings on a standalone basis stood at 17,185.96 lakh as on March 31, 2025, as compared to 22,230.80 lakh as on March 31, 2024. While on a consolidated basis, it stood at

26,830.33 lakh and 33,271.85 lakh as on March 31, 2025, and March 31, 2024, respectively.

For the year under review, the Companys rating was reduced by two notches by the rating agency viz. India Ratings and Research Pvt. Ltd. It is expected that the Company will be in a position to enhance its rating with improved performance in FY 2025-26 and beyond. The Company as on March 31, 2025 had the following credit rating: (i) For Term loan: IND BBB/Negative outlook (ii) For Fund-based limits: IND BBB/Negative outlook/IND A3+ (iii) For Non-fund-based limits: IND A3+

6. Issue of Debentures

During the year under review, the Company had issued and allotted 10,000 Senior, Secured, Redeemable, Unlisted, Unrated, Non-Convertible Debentures of face value of 100,000 each ("NCDs") aggregating for an amount of 1,00,00,00,000 on a private placement basis on December 5, 2024. The funds raised through NCDs have been utilized for working capital requirements and general corporate purposes of the Company. The said NCDs were subsequently redeemed on February 13, 2025 out of the proceeds from the rights issue.

7. Equity Share Capital 7.1 Authorised Share Capital:

During the year, the Authorised Share Capital of the Company has been increased from 18,00,00,000/- divided into 18,00,00,000 equity shares of 1/- each to 21,50,00,000/- divided into 21,50,00,000 equity shares of 1/- each pursuant to the approval of the Board of Directors and Shareholders of the Company.

The Authorised Share Capital of the Company stood at 21,50,00,000/- divided into 21,50,00,000 equity shares of 1/- each as at March 31, 2025.

7.2 CFSL Employees Stock Option Plan 2020 ("ESOP 2020"):

During the year, the Company issued and allotted 30,000 equity shares pursuant ESOP 2020.

7.3 Issue of Equity Shares on Rights Basis:

During the year under review, your Company had issued and allotted 2,04,25,805 fully paid-up equity shares of face value 1 each of the Company at a price of 110 per Rights Equity Share (including share premium of 109 per Rights Equity Share), aggregating to 2,24,68,38,550 on a rights basis to the eligible equity shareholders of the Company in the ratio of 5 (five) rights equity shares for every 41 (forty-one) fully paid-up equity shares held by the eligible equity shareholders of the Company. The said Rights Equity Shares rank pari passu with the existing Equity Shares of the Company in all respects.

The purpose of the Rights Issue was to raise the necessary capital from its existing shareholders for prepayment and / or repayment, in full or in part, of certain borrowings availed by the Company and general corporate purposes as stated in the Letter of Offer dated January 9, 2025.

Out of the total issue size of 2,04,25,805 equity shares, 439 rights equity shares have been kept in abeyance pending regulatory/other clearances resulting into receipt of subscription amounting to

22,468.87 lakh with respect to 2,04,26,244 right equity shares of face value 1 each at a price of

110 per share including share premium of 109 per share.

7.4 Issued, Subscribed and Paid-Up Share Capital:

The paid-up equity share capital has been increased from 16,74,65,207/- divided into 16,74,65,207 equity shares of 1/- each as on March 31, 2024 to 18,79,21,012/- divided into 18,79,21,012 equity shares of 1/- each as on March 31, 2025 pursuant to the allotment of equity shares under ESOP 2020 and the rights issue.

8. Non Current Assets & Capital Expenditure

On a standalone basis, the capital expenditure on tangible assets incurred during the year was

1,995.77 lakh while the capital work in progress stood at 909.95 lakh as on March 31, 2025.

On a consolidated basis, the capital expenditure on tangible assets incurred during the year was

2,639.72 lakh, while the capital work in progress stood at 972.67 lakh as on March 31, 2025.

During the year under review, the non-current assets pertaining to discontinued operations amounting to 15,085.88 lakhs were impaired and provided for in the consolidated financial statements. This provision has been included under the heading Loss on discontinuing operations.

9. Dividend Distribution Policy

The Board of Directors of the Company has adopted a Dividend Distribution Policy which is available on the website at https://www.camlinfs.com/investor-relations/home/downloads.

10. Dividend

In view of the losses, the Board is of the view that in the current economic scenario it would be prudent to conserve the retained earnings for future growth and for the purpose of generating higher returns for the shareholders. In view of the same and as per the Dividend Distribution Policy, the Board of Directors have not recommended any dividend on the equity shares for the year under review.

11. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipients are provided in the accompanying Financial Statements.

12. Transfer to Reserves

In view of losses, the Company has not transferred any amount to General Reserve.

13. Deposits from Public

The Company has not accepted any deposits from the public during the year under review, and as such, no amount of principal or interest on deposits from public was outstanding as on March 31, 2025.

14. Related Party Transactions

In line with the requirements of the Companies Act, 2013 (the "Act") and SEBI LODR, as amended from time to time, the Company has a Policy on Related Party Transactions (RPTs) approved by the Board for identifying, reviewing, approving and monitoring of RPTs and the same is available on the Companys website at https://www.camlinfs.com/investor-relations/home/downloads.

All RPTs entered into during the year under review were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With the view to ensure continuity and ease of day-to-day operations, an omnibus approval has been obtained for RPTs which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all RPTs including the RPTs where omnibus approval is granted, is placed before the Audit Committee on a quarterly basis.

During the year under review, the Company did not enter into any contracts or arrangements with related parties in terms of section 188(i) of the Act and no material RPTs were entered into by the Company. Accordingly, the disclosure of RPTs as required under section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the SEBI LODR, the Company submits details of RPTs as per the format specified in the relevant accounting standards to the stock exchange on a half-yearly basis. The details of transactions with related parties are provided in the accompanying Financial Statements.

15. Material changes and commitmentsaffectingfinancialposition

There are no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year and date of this report.

16. Subsidiary Companies and Associates

During the year under review, the Dresen Quimica SAPI De CV (DQ Mexico) acquired 100% stake in Vitafor Invest NV, Belgium and its underlying subsidiaries/associates namely Addi-Tech NV (100%); Vitafor NV (100%); Vitafor China Ltd. (100%); Europe Bio Engineering BV (100%) and Vial S?rl (45% held by Vitafor NV) for a consideration of Euro 1.

During the year under review, the management of Vitafor Invest NV submitted an application for the liquidation of Europe Bio Engineering BV in Belgium effective from December 31, 2024. This subsidiary was already non-operational at the time DQ Mexico acquired a stake in Vitafor Invest NV. Europe Bio Engineering BV has no employees, revenues, assets, or third-party liabilities. The liquidation was approved by the appropriate authorities in Belgium on March 21, 2025.

CFS De Mexico Blends, S.A.P.I. DE C.V., incorporated in Mexico, a wholly owned subsidiary of the Company and DQ Mexico duly executed a Merger Deed dated March 24, 2025 wherein, both the companies have agreed to effect the merger with retrospective effect from February 28, 2025, in accordance with the applicable law whereby the former will reverse merge into later, the merger was approved by the appropriate authorities in Mexico on May 21, 2025.

The Vanillin manufacturing facility of our subsidiary, CFS Wanglong Flavors (Ningbo) Co. Ltd., Yuyao, China was under shutdown since February 19, 2021 due to a legal action against our JV partner. Since there are no chances of revival of this facility for any alternate use, it has been decided to close the operations and consider liquidation of this subsidiary. Upon liquidation the net receivables amounting to 5,941.52 lakh, which have been already provided, will be written off. Accordingly, an appropriate provision for impairment of assets has been made in standalone and consolidated financial statements in FY 2024-25. The results of these operations are also disclosed as discontinued operations. The Company has 21 Subsidiaries (including Step-down subsidiaries) and 1 Associate of Step-down subsidiary as on March 31, 2025. The changes in subsidiaries during the year has been included in the Standalone financial statements of the Company.

The Policy for Determining Material Subsidiaries is disclosed on the Companys website and the weblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.

17. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries / associates for FY 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI LODR as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditors Report thereon form part of this Integrated Annual Report.

Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-I is appended to the financial statements. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred during the FY 2024-25.

Though, the copies of Financial Statements of the subsidiaries have not been attached to the financial statements of the Company. These documents will be made available upon request by any member of the Company and also shall be available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Further, the accounts of the subsidiaries shall also be uploaded on the Companys website and the weblink for the same is https://www.camlinfs.com/investor-relations/home/subsidiaries_ financials.

18. Human Resource:

Our employees are our most important asset in our business. The current business environment is constantly prone to rapid evolution by technological advancement and dynamic economic factors which emphasizes this importance.

The Company persists with its approach of emphasizing the importance of the management, assistance and engagement of Human Resources with concentration on the critical functions such as policy administration, process of recruitment, administration of benefit, regulatory framework, orientation, continuing training and development, employee engagement and relation, employee well being and assistance and welfare schemes. Well-being programs remain the focus area which are continuously addressed through medical assistance, health & wellness programs and individual developments.

Human Capital of the Standalone Company: Direct Employees : 661 Female Employees : 44 Employee Benefit Expenses : 7,248.10 lakh

18.1 Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as "Annexure A".

18.2 Employee Stock Option Scheme

The details of the employee stock option scheme(s) /plan, including the terms of reference, and the requirement as stipulated under SEBI Guidelines as at March 31, 2025 is given in "Annexure B" to this report. Further, the details of these scheme / plan also form part of the Notes to Financial statements in this Annual Report.

19. Corporate Governance & Compliance

19.1 Corporate Governance Report

As required under Regulation 27 of SEBI LODR, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

19.2 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism through a Whistle Blower Policy which enables communication of concerns on illegal, unethical practices as well as fraud and mismanagement, if any. The objective of the said policy is to explain and encourage the directors and individual employees to freely raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees. The Whistle Blower Policy is disclosed on the Companys website and the web link for the same https://www.camlinfs.com/ investor-relations/home/downloads.

19.3 Prevention of Sexual Harassment:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee at its operational locations to address complaints against sexual harassment in accordance with the POSH Act. The Company has conducted programme to build awareness in this area. Further, there were no reported cases/complaints filed under the POSH Act during the year under review.

19.4 Risk Management Policy

The Risk Management Policy of the Company provides a risk management framework to identify and assess risks such as operational, financial, regulatory and such other risks.

Some of the risks identified are set out the paragraph on "Risks and Concerns" in the Management Discussion & Analysis which forms part of this Annual Report.

19.5 Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

19.6 Number of Meetings of the Board

During the year, the Board met 8 (Eight) times. The details of the same along with other Committees of the Board are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Act.

19.7 Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that he / she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI LODR.

19.8 Board Evaluation

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees, in accordance with the manner specified by the Nomination and Remuneration Committee (NRC). The evaluation was done through a questionnaire and the responses received were evaluated by the Board.

The Board, on the recommendation of the NRC, has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance evaluation & terms and conditions of appointment of Independent Directors. The aforesaid policy, terms as well as evaluation criteria is disclosed on the Companys website at https://www.camlinfs.com/investor-relations/home/downloads.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying persons who are qualified to become a Director and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations.

The Policy also sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the current year.

19.9 Familiarisation programme for the Directors

The details of familiarisation programmes held for the directors are disclosed on the Companys website and the weblink for the same is https://www.camlinfs.com/investor-relations/home/downloads.

19.10 Directors and Key Managerial Personnel

As on March 31, 2025, the Board comprised of three Executive Directors, three Non-Executive Non-Independent Directors and six Non-Executive Independent Directors.

The following changes have taken place in the Directors during the year under review and up to the date of this report.

Ms. Sutapa Banerjee (DIN: 02844650) completed her tenure as an Independent Director and ceased to be Director of the Company w.e.f. February 6, 2025, on completion of 5 years of her appointment. The Company places on record its appreciation for her contribution and guidance during her tenure as Independent Director.

Mr. Abeezar Faizullabhoy (DIN: 0026422) and Ms. Radhika Dudhat (DIN: 00016712) were appointed as Independent Directors for a period of five years with effect from February 4, 2025 and March 12, 2025 respectively. Mr. Jens Van Nieuwenborgh (DIN: 07638244) was appointed as Non-Executive Non-Independent Director with effect from March 12, 2025. Their appointments were approved by the shareholders through postal ballot which was concluded on April 23, 2025.

Mr. Arjun Dukane (DIN: 06820240) and Ms. Anagha Dandekar (DIN: 07897205), are retiring by rotation at the ensuing 32^nd Annual General Meeting and being eligible have offered themselves for re-appointments. On the recommendation of the Nomination and Remuneration. Committee, the Board of Directors at its meeting held on May 23, 2025, has recommended their re-appointments at the ensuing Annual General Meeting.

Mr. Harsha Raghavan (DIN: 01761512) will complete his term of 5 years as a Non-Executive Non-Independent of the Company on August 09, 2025 and being eligible, has offered himself for reappointment. On the recommendation of the Nomination and Remuneration. Committee and the Board of Directors, at its meeting held on May 23, 2025, the proposal for re-appointment of Mr. Harsha Raghavan as Non-Executive Non-Independent Director of the Company being liable to retire by rotation with effect from August 10, 2025 is being included in the Notice of ensuing 32^nd Annual General Meeting for the approval of the shareholders.

As required under the SEBI LODR, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting have been given under Corporate Governance Report and in the Notice of the 32^nd Annual General Meeting.

None of the Directors are disqualified from being re-appointed, as specified in Section 164 of the Act. The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, strategy, finance, governance, human resources, safety, sustainability, etc.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In terms of the provisions of Section 2(51) and Section 203 of the Act, in addition to the Executive Directors, the following are the KMP of the Company as on March 31, 2025:

Mr. Santosh Parab, Chief Financial Officer

Mr. Rahul Sawale, Company Secretary & VP - Legal

During the year under review, there was no change in the key managerial personnels of the Company.

19.11 Committees of the Board

As on March 31, 2025, the Board had 5 mandatory committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; and (e) Risk Management Committee. All the committees are well represented by participation of the Independent Directors.

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report.

19.12 Internal financial controls and their adequacy

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established Enterprise Resource Planning (ERP) system to record day-to-day transactions for accounting and financial reporting.

Refer to the paragraph on "Internal financial control systems and their adequacy" of the Management Discussion and Analysis for additional details.

19.13 Significant and Material Orders passed by the Regulators/Courts, if any

During the year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

19.14 Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

19.15 Reporting of Frauds by employees of subsidiary:

During the year under review, the management of Britec SA, a wholly owned step-down subsidiary incorporate in Guatemala, based on the internal assessment and review, detected embezzlement by an employee of that subsidiary in the bank accounts aggregating to 640.48 lakh.

There is no direct impact of the above on the Company on standalone financial statements. However, adequate provision for the entire loss is made in the consolidated financial statements for the quarter and year ended March 31, 2025. The management of the subsidiary is in the process of taking an appropriate legal action against the aforesaid employee as per the local statute.

19.16 Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on the Company website on https://www.camlinfs.com/investor-relations/home/ annualfireturn.

19.17 Investor Education and Protection Fund (IEPF)

The Company has not declared any dividend since the FY 2016-17. In terms of section 124(5) of the Act, the dividend amount which remained unclaimed for a period of 7 years have been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, in terms of section 124(6) of the Act, in case of shareholders whose dividends are unpaid for a continuous period of 7 years, their corresponding shares have also been transferred to the IEPF demat account. However, shareholders can claim back their shares and unclaimed dividends transferred to the IEPF by following the prescribed procedure under the IEPF Rules. The shareholder/claimant post obtaining Entitlement Letter from the Company must make an online application to the IEPF Authority in e-Form No. IEPF-5 (available at www.iepf.gov.in) and submit the necessary document to the Company. The details of the year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are transferred, are uploaded on the Companys website at https://www.camlinfs.com/investor-relations/home/unclaimed dividend.

19.18 Directors Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Act with respect to Directors Responsibility Statement, the Directors hereby confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a ‘going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors & Audit Reports:

20.1 Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/ W100166) were re-appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the 29^th Annual General Meeting held on July 29, 2022. They had confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

The report of the Statutory Auditors along with notes to Schedules is a part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

20.2 Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee has appointed M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036) as the Cost Auditors of the Company for FY 2025-26. M/s. ABK & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Shareholders in a General Meeting for their ratification. Accordingly, a resolution seeking Shareholders ratification for the remuneration payable to M/s. ABK & Associates, forms part of the Notice of the 32^nd Annual General Meeting forming part of this Integrated Annual Report.

20.3 Secretarial Auditors

In terms of Section 204 of the Act and Rules made thereunder, M/s. JHR & Associates, Practicing Company Secretaries (Firm Registration No. S2015MH296800) were appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2024-25. The report of the Secretarial Auditors for FY 2024-25 is enclosed as "Annexure C" forming part of this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

The Certificate of the compliance with Corporate Governance requirements by the Company for the financial year ended March 31, 2025, issued by the Practicing Company Secretaries is also attached to the Report on Corporate Governance.

The Secretarial Auditors certificate on the implementation of ESOP schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available for inspection as per the Notice of the ensuing 32^nd Annual General Meeting.

Further in terms of Section 204 of the Act, Rules made thereunder and Regulation 24A of SEBI LODR the Company recommends the appointment of M/s. JHR & Associates as Secretarial Auditor of the Company to hold office for a term of 5 consecutive years to conduct secretarial audit and provide other allied certification / permitted services for FY 2025-26 to FY 2029-30. They have confirmed their eligibility and qualifications required under the Act and SEBI LODR for holding office as Secretarial Auditors of the Company.

The appointment and remuneration payable to the Secretarial Auditors is required to be approved by the Shareholders in a General Meeting. Accordingly, a resolution seeking Shareholders approval for appointment and the remuneration payable to M/s. JHR & Associates, forms part of the Notice of the 32^nd Annual General Meeting forming part of this Integrated Annual Report.

21. Corporate Social Responsibility (CSR)

Company operates CSR Policy in the areas of promoting healthcare, education including special education and employment enhancing vocation skills especially among children, the differently abled, tribal communities and measures for reducing inequalities faced by socially and economically backward classes.

The projects identified and adopted are as per the activities included and amended from time to time in Schedule VII of the Act. The Company endeavours to make CSR a key business process for sustainable development and welfare of the needy sections of the society.

During the FY 2024-25, the Company has spent the entire amount of 35.00 lakh towards CSR activities through NGO operating in the said areas. The Annual Report on CSR activities forming part of this Boards report is annexed herewith as "Annexure D".

The CSR Policy may be accessed on the Companys website at the link https://www.camlinfs.com/ investor-relations/home/downloads.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As required by the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgoings respectively, is given in the "Annexure E" to this report.

23. Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability Report (‘BRSR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report.

24. General

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or applicability on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. c) Disclosure of Remuneration/Commission received by Managing Director(s) / Executive Director from the subsidiary Company, where such Managing Director(s) / Executive Director receives commission from the Company.

d) There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016. e) There was no instance of one-time settlement with any Bank or Financial Institution.

25. Acknowledgements:

The Directors appreciate the hard work, dedication and commitment of all its employees including the workmen and contractual labour at our various manufacturing units.

The Directors also acknowledge the support extended by and would thank the financial institutions, banks, government authorities especially GST authorities, the Reserve Bank of India, SEBI, Pollution Control Boards, Dahej SEZ Authority as well as State Governments of Maharashtra and Gujarat and its various departments, customers, vendors and other stakeholders for their continued support and co-operation.

For & On behalf of the Board

Ashish Dandekar

Chairman & Managing Director

Place : Mumbai

Date : May 23, 2025