Caprolactam Chemicals Ltd Directors Report

To,

The Shareholders,

Caprolactam Chemicals Limited

Your Board of Directors are pleased to present the 37 th Annual Report on the business and financial operations of your company together with the Audited Financial Statements for the Financial Year ended on March 31, 2026.

A. FINANCIAL PERFORMANCE

The Financial performance of the Company for the Financial Year ended on March 31, 2026 is summarized below:

	(Amount in Lakhs)	(Amount in Lakhs)
Particulars	31st March, 2026	31st March, 2025
Profit /Loss (before interest, depreciation and tax)	449.89	159.91
Less: Interest	71.91	63.24
Less: Depreciation	161.41	165.04
Profit /Loss before Tax	216.57	(68.37)
Less: Loss on obsolence/damage to Plant/assets	-	-
Less: Current Tax	37.35	-
Less: Deferred Tax	3.09	2.50
Profit /Loss After Tax	176.12	(70.87)

Notes The figures mentioned in the table above are extracted from the financials of the Company. Item that will be reclassifies to Profit or Loss.

During the period under review, the Company is not required to maintain the cost records as per the provisions of Section 148 of the Companies Act, 2013.

OTHER FINANCIAL DISCLOSURES

Your Company is primarily engaged in Chemical Manufacturing Company.

During the Financial Year 2025-26, the Company has recorded Total Income of Rs. 1,058.86/- Lakhs as against Rs. 674.92/- Lakhs in Financial Year 2024-25. Further, total expenditure incurred during the Financial Year 2025-26 was Rs. 842.29/- Lakhs as against Rs. 743.29/- Lakhs in Financial Year 2024-25.

The Company recorded a profit of Rs. 176.12/- Lakhs in Financial Year 2025-26 as compared to loss Rs. 70.87/- Lakhs in Financial Year 2024-25.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report.

The Company manages cash and cash flow processes assiduously, involving all parts of the business.

There was cash and bank balance of Rs. 8.69 Lakhs (FY 2024-25: Rs. 8.37 Lakhs), as on 31st March, 2026. During the Financial Year, there was no amount proposed to be transferred to Reserves.

During the Financial Year, the Company did not accept any public deposits as defined under Chapter V of the Companies Act, 2013 (the Act).

And there has been no change in the nature of business of the Company during the financial year under review.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31, 2026.

CAPITAL STRUCTURE

During the year under review, there was no change in the Companys share capital. The issued, subscribed and paid up Equity Share Capital of the Company is Rs. 4,60,00,000 /- comprising of 46,00,000 Equity Shares of 10/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor has granted any sweat equity shares.

Authorized Share Capital Rs. 5,00,00,000/- Paid Up Share Capital Rs. 4,60,00,000 /-

SUBSIDIARY AND ASSOCIATES COMPANIES:

The Company does not have any Subsidiary or Associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Board of Directors of the Company comprises of 5 Directors.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

During FY 2025-26, there was no change in the composition of the Board of Directors or Key Managerial Personnel of the Company

Key Managerial Personnel

During the year under review, the following officials/employees were the Key Managerial Personnel of the Company: a) Ms. Zaver Shankarlal Bhanushali Managing Director; b) Mr. Siddharth Shankarlal Bhanushali Chief Financial Officer. c) Ms. Dolly Shah Company Secretary and Compliance Officer During the Financial Year under review, no changes took place in the Key Managerial Personnels of the Company.

COMMITTEES OF THE BOARD:

The Board has constituted the following committees of Directors: I) Audit Committee II) Nomination and Remuneration Committee III) Stakeholders Relationship Committee

Audit Committee:

a. Composition:

The Audit Committee comprises of three Directors namely:

Name of the Director	Category
Ms. Poonam Bhavin Bhanushali	Chairman
Mr. Viren Jasani	Member
Mr. Kamlesh Joisher	Member

b. Terms of reference:

Apart from all the matters provided in SEBI Listing Regulations and section 177 of the Companies Act, 2013, the Audit committee shall also perform the following functions: (a) Review of the Companys financial reporting process and financial statements.

(b) Review of accounting and financial policies and practices.

(c) Review of Internal control systems and Management discussion and analysis of financial condition (d) Discussion with Statutory/Internal Auditors on any significant findings and follow-up thereon.

(e) Reviewing the Companys financial and risk management policies.

c. Audit committee Meetings and Attendance:

The Committee has met 5 times during the financial year ended 31st March 2026 i.e. on 30th May, 2025; 2nd July, 2025; 14th August, 2025; 14th November, 2025 and 13th February, 2026. Details of attendance of each Director at the Audit Committee Meetings are given below:

Name of the Director	Position	Meeting attendance
Ms. Poonam Bhavin Bhanushali	Chairman	5
Mr. Viren Jasani	Member	5
Mr. Kamlesh Joisher	Member	5

Nomination And Remuneration Committee :

a. Composition and attendance:

As on the date of this report Nomination and Remuneration Committee comprised of three Non-Executive Director namely Ms. Poonam Bhavin Bhanushali (Chairman of the Committee), Mr. Viren Jasani and Mr. Kamlesh Joisher as members of the Committee.

During the financial year, the committee met 3 times i.e. on 30th May, 2025, 2 nd July, 2025 and 13 th February, 2026. Details of attendance of each Director at the Audit Committee Meetings are given below:

Name of the Director	Position	Meeting attendance
Ms. Poonam Bhavin Bhanushali	Chairman	3
Mr. Viren Jasani	Member	3
Mr. Kamlesh Joisher	Member	3

b. Terms of Reference:

The broad terms of reference of the committee are to appraise the performance of Managing Director and Whole- time directors, determine and recommend to the Board the compensation payable to Managing Director and whole- time directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice.

c. Remuneration Policy:

Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole-time Directors, is fixed by the Nomination & Remuneration Committee. The remuneration is decided by the Nomination & Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the Company etc.

d. Remuneration to Directors:

The details of remuneration for the year ended March 31, 2026 paid to the Executive/Non-Executive Directors are as follows:

	Designation	Remuneration
Ms. Zaver S. Bhanushali	Chairman & Managing Director	INR 420000.00
Mr. Siddharth S. Bhanushali	Whole-time Director	INR 420000.00

The Company has paid sitting fees of Rs. 2,000/- per meeting to Non-Executive Directors during the financial year 2025-26.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

a. Composition and attendance:

The present Stakeholders Relationship Committee comprised of Executive and Non-Executive Directors, namely Mr. Viren Jasani (Chairman of the Committee), Mr. Kamlesh Joisher, Ms. Zaver Shankarlal Bhanushali and Mr. Siddharth S. Bhanushali as a member of the Committee.

The Committee has been empowered to look into all shareholders grievances periodically and take necessary actions.

Further, there were no complaints pending to be redressed during the year under review.

b. Terms of Reference:

The Stakeholders Relationship Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non-receipt of Dividend, Annual Report, revalidation of Dividend warrants etc.

The committee deals with various matters relating to:

i. Transfer / transmission of shares ii. Issue of Share certificate in lieu of lost, sub-divided, consolidated, rematerialized or defaced certificates. iii. Consolidation / splitting of folios iv. Review of shares dematerialized and all other related matters v. Investors grievance and redressal mechanism and recommend measures to improve the level of investors services.

Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent Directors are familiarized about the Companys business and operations. Interactions with senior executives are facilitated to gather insight specific to the

Companys operations. Detailed presentations are made available to apprise about Companys history, of their duties and responsibilities, rights, process of appointment and evaluation, compensation, Board and Committee procedures and expectation of various stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the link: http://caparolactam.co.in.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, read with the rules made thereunder.

The Independent Directors have also confirmed that they have complied with the provisions relating to inclusion of their names in the data bank of persons offering to become Independent Directors, to the extent applicable, and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated to exist that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience required to effectively discharge their duties and responsibilities as Independent Directors of the Company. The Board is of the opinion that the Independent Directors fulfil the conditions specified in the Companies Act, 2013 and are independent of the management of the Company.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES :

The Company has not appointed any employee(s) who is in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules), is required to be the part of this Boards Report and to be sent to the Members of the Company along with the Board Report.

However, having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining the said information may write to the Company Secretary. Upon such request the information shall be furnished.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. The Board exhibits strong operational oversight with regular business presentations at meetings. Only in the case of special and urgent business, should the need arise, Boards approval is taken either by-passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.

During the Financial Year under review, the Board met 7 (Seven) times on 30th May, 2025; 2nd July, 2025; 14th August, 2025, 18th August, 2025, 15th September, 2025, 14th November, 2025 and 13th February, 2026. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of Company Secretaries of India.

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of Directors	Number of Meetings attended/Total Meetings held during the F.Y. 2025-26
Zaver S. Bhanushali	7/7
Siddharth S. Bhanushali	7/7
Kamlesh Damji Joisher	7/7
Poonam Bhanushali	7/7
Viren Jaysukhlal Jasani	7/7

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of Corporate Governance and that freedom should be exercised within a framework of checks and balances. Therefore, the Company has a well-established comprehensive internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. Periodic check of all functions is carried for ensuring regulatory compliance of various applicable statutes as well as internal guidelines and policies.

The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets. The Company policies are reviewed periodically in line with the dynamic business environment and regulatory requirements. The Board maintains a strong focus on internal controls by reviewing adherence to these systems and evaluating internal audit reports.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by management, Company has sound internal financial controls. These controls placed by the Company are commensurate with the nature and size of the business operations and are adequate and operating effectively.

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

M/s. Pulindra Patel & Co, Chartered Accountants, Firm Registration No. [115187W], are the Statutory Auditors of the Company and were appointed for a term of five consecutive years, which shall expire at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. Raman S. Shah & Co., Chartered Accountants, Firm Registration No. [111919W], as the Statutory Auditors of the Company, in place of the retiring Statutory Auditors, for a term of five consecutive years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the 37th Annual General Meeting, subject to the approval of the Members of the Company at the ensuing Annual General Meeting.

The Company has received the necessary consent and eligibility certificate from the proposed Statutory Auditors confirming that their appointment, if made, shall be in accordance with the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Board recommends the appointment of M/s. Raman S. Shah & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years for approval of the Members at the ensuing Annual General Meeting.

The Statutory Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

REPORTING OF FRAUD BY AUDITORS

During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Boards Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed M/s Alpi Nehra and Associates, Mumbai, a firm of Company Secretaries in-practice to undertake the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report for FY 2025-26 is annexed as Annexure A. The Secretarial Audit Report contains an observation relating to timely updation of information and policies on the website. The Company is taking appropriate steps to ensure timely updation of its website in accordance with applicable provisions.

ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended on March 31, 2026 in the prescribed Form MGT-7 is available on the Companys website at https://www.caprolactam.co.in/

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure B to this Report.

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

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual, temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and addressed by the Company during the Financial Year 2025-26:

Particulars	No.
Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending as on 31st March, 2026	Nil
Number of cases pending for more than ninety days	Nil

RISK MANAGEMENT

The Company has formulated and implemented an effective risk management framework aligned with the risk management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The various key risks to key business objectives and their mitigation are as follows:

The Company has established and implemented a comprehensive Risk Management Framework commensurate with the nature, size and complexity of its operations. The framework provides an integrated approach for identification, assessment, monitoring, mitigation and reporting of various risks that may affect the achievement of the Companys strategic, operational, financial and business objectives. The Company continuously reviews its risk exposure and takes appropriate measures to mitigate and manage identified risks. The key risks and corresponding mitigation measures are outlined below:

1. RAW MATERIAL AND SUPPLY CHAIN RISK:

The Companys operations are dependent on the timely availability and uninterrupted supply of various raw materials, intermediates, packaging materials and other inputs. Any disruption in supply, shortage, quality issues or significant increase in raw material prices may adversely impact production and margins.

The Company mitigates this risk through supplier diversification, development of alternate sources, long-term relationships with key suppliers, inventory planning and regular monitoring of procurement requirements and market conditions.

2. RAW MATERIAL PRICE AND COMMODITY PRICE RISK:

Fluctuations in the prices of chemicals, petrochemical derivatives, energy and other key inputs may affect the Companys cost structure and profitability. The Company monitors market trends and commodity prices on a regular basis and adopts appropriate procurement and inventory management strategies. Wherever commercially feasible, the Company seeks to optimise product pricing, sourcing and procurement arrangements to mitigate the impact of significant price fluctuations.

3. MARKET AND DEMAND RISK:

The Company operates in a competitive chemical industry where changes in customer demand, industry cycles, economic conditions, technological developments and competitive pressures may affect volumes, pricing and profitability. The Company seeks to mitigate this risk through customer diversification, product development, maintaining product quality, strengthening customer relationships, expanding its market presence and continuously monitoring industry and market trends.

4. PROCESS AND OPERATIONAL RISK:

Operational risk may arise from inadequate or failed processes, human error, equipment failure, interruption of operations or other internal or external events. In the chemical industry, operational disruptions may also arise from process-related incidents, fire, explosion, chemical leakage or other hazardous events. The Company has established standard operating procedures, preventive maintenance systems, safety protocols, quality controls, segregation of duties, internal controls and periodic monitoring mechanisms. Regular inspections, training programmes and emergency response procedures are undertaken to minimise operational risks.

5. HEALTH, SAFETY AND ENVIRONMENT (HSE) RISK:

Chemical manufacturing and handling involve inherent risks relating to occupational health and safety, hazardous substances, emissions, effluents, waste management, fire and other environmental hazards. Any failure to comply with applicable environmental, health and safety requirements may result in financial, operational and reputational consequences. The Company places strong emphasis on occupational health and safety, environmental protection and responsible handling of chemicals. Appropriate safety systems, personal protective equipment, employee training, emergency preparedness, monitoring of emissions and effluents and waste management practices are implemented to minimise such risks.

6. REGULATORY AND COMPLIANCE RISK:

The Company is subject to various laws and regulations relating to companies, securities market, environment, pollution control, hazardous chemicals, labour, health and safety, taxation and other matters applicable to its operations. Changes in regulatory requirements or non-compliance may adversely affect the Companys operations and reputation.

The Company maintains a robust compliance management mechanism for monitoring applicable statutory and regulatory requirements. Periodic reviews and compliance reporting are undertaken to ensure timely adherence to applicable laws and regulations.

7. QUALITY AND PRODUCT LIABILITY RISK:

The Companys products are required to meet prescribed quality specifications and customer requirements. Any failure to maintain consistent product quality, contamination, product-related complaints or non-conformity may result in financial loss, customer dissatisfaction and reputational damage. The Company has established quality control and quality assurance processes, testing procedures, standard operating procedures and regular monitoring mechanisms to maintain product quality and ensure compliance with applicable standards and customer specifications.

8. FIRE AND PROCESS SAFETY RISK:

The storage, handling and processing of chemicals may expose the Company to risks relating to fire, explosion, chemical leakage and other process safety incidents.

The Company has implemented appropriate fire and safety systems, preventive maintenance, emergency response mechanisms, safety audits, training and awareness programmes and follows established safety procedures for the handling, storage and transportation of hazardous materials.

9. ENVIRONMENTAL RISK:

Chemical manufacturing operations may have an impact on the environment through emissions, effluent discharge, waste generation and consumption of natural resources. Changes in environmental regulations and increasing stakeholder expectations may also require additional investments and operational measures.

The Company remains committed to responsible and sustainable manufacturing practices and monitors its environmental performance. Measures relating to waste reduction, recycling, efficient utilisation of resources, pollution control and compliance with applicable environmental requirements are undertaken as appropriate.

10. INFORMATION TECHNOLOGY AND CYBERSECURITY RISK:

Increasing reliance on digital systems and technology exposes the Company to risks relating to cyber-attacks, malware, phishing, unauthorised access, data breaches, system failures and disruption of critical IT systems. The Company has established appropriate IT controls, access controls, data protection mechanisms, backup and recovery processes and cybersecurity practices. IT infrastructure and emerging cybersecurity risks are periodically monitored to strengthen the Companys resilience against potential cyber threats.

11. FINANCIAL AND LIQUIDITY RISK:

The Company may be exposed to risks arising from fluctuations in interest rates, foreign exchange rates, working capital requirements and availability of funds. The Company monitors its cash flows, working capital requirements, borrowings and financial exposures on a regular basis and maintains appropriate financial controls and funding arrangements to ensure adequate liquidity for meeting its operational and financial obligations.

12. FOREIGN EXCHANGE RISK:

To the extent that the Company has imports, exports or other foreign currency transactions, fluctuations in foreign exchange rates may impact the cost of raw materials, revenues and profitability. The Company monitors its foreign currency exposures and, wherever considered appropriate and commercially viable, adopts suitable measures to manage and mitigate foreign exchange risk.

13. STRATEGIC RISK:

Strategic risk may arise from changes in industry dynamics, technological developments, customer preferences, competitive environment or ineffective execution of business strategies.

The Company regularly reviews its business strategy, market opportunities, product portfolio and operational performance and takes appropriate measures to respond to changing market conditions and emerging business opportunities.

14. REPUTATION RISK:

Reputation risk may arise from factors such as product quality issues, environmental or safety incidents, regulatory non-compliance, customer complaints or adverse stakeholder perception.

The Company seeks to manage reputation risk through ethical business practices, strong corporate governance, regulatory compliance, product quality, responsible environmental and safety practices and transparent communication with its stakeholders.

15. HUMAN RESOURCE RISK:

The Companys ability to achieve its business objectives depends significantly on the availability, retention and development of skilled and experienced personnel, particularly in technical, manufacturing, quality, safety and specialised chemical operations. The Company focuses on employee engagement, training and development, workplace safety, performance management and retention of key talent to ensure availability of competent human resources.

The Company continuously evaluates the effectiveness of its risk management framework and takes appropriate corrective and preventive measures, wherever required. The Management and the Board/Committee, as applicable, periodically review the identified risks, their potential impact and the adequacy of mitigation measures to ensure that risks are managed within the Companys overall risk appetite and business objectives.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans, made investment or given guarantee or security under Section 186 of the Act, during FY 2025-26.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented. Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies Act, 2013 as required under Form AOC-2 form part of this report as Annexure C.

Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 26 of the Financial Statements for the Financial Year ended on March 31, 2026.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

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

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

The Company as part of the vigil mechanism has in place a Board approved Whistle Blower Policy to ensure that genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed at http://caparolactam.co.in .

This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional circumstances. Further, no personnel have been denied access to the Ethics Officer.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the Financial Year under review, the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

HUMAN RESOURCES

The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of youth and experience and the success of organization is based on the capabilities, passion and integrity of its people. The Company continues to attract and retain talent that focuses on sustained superior performance, provide them opportunities to learn, realize their true potential and contribute positively to the success of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/ EMPLOYEE STOCK OPTION SCHEME

At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or employee stock option scheme outstanding. During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.

CORPORATE GOVENRANCE REPORT:

The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information required under said clauses are not furnished hereafter.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves of the Company for the Financial Year ended on March 31, 2026.

BOARD EVALUATION

The annual evaluation process of the Board, Individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.

The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, Non-Independent

Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/

Committee processes.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance of Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration policy for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure E forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has complied with the applicable provisions relating to unpaid and unclaimed dividend. During the financial year under review, no amount was required to be transferred to the Investor Education and Protection Fund and no shares were required to be transferred to the IEPF Authority.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Maternity Benefit Act, 1961 including paid maternity leave, continuity of salary and service during the leave period, and post maternity support as applicable. The Company remains committed to fostering an inclusive and support work environment that upholds the rights and welfare of its women employees in accordance with the applicable laws.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and judgements and estimates made 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 and loss of the Company for that period; c) the directors had proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

LISTING OF SECURITIES IN STOCK EXCHANGES :

The Companys Equity Shares are presently listed on Bombay Stock Exchange Limited.

INTERNAL AUDITOR:

M/s Shrey Pandey & Associates., Chartered Accountant (Firm Registration No.: - 149221W) were appointed as the Internal Auditors of your Company for the financial year 2025-26.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Companys policy on Directors appointment and remuneration and other matters provided in Section178(3) of the Act has been enclosed separately as Annexure E to this Report.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under Investors Section.

ACKNOWLEDGEMENT

The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other regulatory and Government Bodies, Companys Auditors, Customers, Bankers,

Promoters and Shareholders.

The Board of Directors wish to thank the employees of the Company for their exemplary dedication and excellence displayed in conducting all operations.

The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support from shareholders for their support.

For and on Behalf of the Board of Directors
For Caprolactam Chemicals Limited

Sd/-	Sd/-
Ms. Zaver S. Bhanushali	Mr. Siddharth S. Bhanushali
Managing Director	Whole time Director
DIN: 00663374	DIN: 01721586

Date: 31/08/2026
Place: Mahad
Registered Office: B-31 MIDC Industrial Area, Mahad, Dist: Raigad, Maharashtra, India, 402302