Fineotex Chemical Ltd Directors Report

Dear Members,

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

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

	Standalone	Consolidated
	FY2025-26	FY2024-25	FY2025-26	FY2024-25
Total Income	43,796.71	46,670.72	80,529.56	55,763.95
Less: Expenditure	32,451.72	34,129.19	65,226.29	41,639.63
Profits before Tax	11,344.99	12,541.53	15,303.27	14,124.32
Less: Income Tax Expense	2,156.03	2,818.86	2,801.76	3,203.05
Profit after Tax	9,188.96	9,722.67	12,501.51	10,920.82
Other Comprehensive Income (net of tax)	23.01	(1.94)	23.01	(1.94)
Total Comprehensive Income	9,211.97	9,720.73	12,524.52	10,918.88
Attributable to
a. Owners of the Company	9,211.97	9,720.73	10,893.23	10,818.83
b. Non Controlling Interest	Nil	Nil	1,626.29	100.05

i) Financial Performance - Standalone:

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

ii) Financial Performance - Consolidated

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

2. DIVIDEND

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

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

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

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

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

3. RESERVES AND SURPLUS

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

4. OPERATIONAL PERFORMANCE

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

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

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

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

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

Awards & Recognition:

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

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

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

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

5. ISSUE OF EQUITY SHARES AND CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS

a) Preferential Issue of Equity Shares and Convertible Warrants (Issue Size Rs. 81.14 crores)

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

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

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

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

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

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

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

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

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

6. SHARE CAPITAL

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

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

Sub-Division/ Split of Equity Shares

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

Bonus Issue of Equity Shares

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

Conversion of Warrants into Equity Shares

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

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

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

7. EMPLOYEES SHARE OPTION SCHEME 2020

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

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

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

8. SUBSIDIARIES / ASSOCIATES / JOINT VENTURE

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

SN. Name of the Subsidiary Companies	Type
Indian Subsidiary
1 FSPL Specialities Private Limited	Wholly Owned Subsidiary
2 Manya Manufacturing India Private Limited	Wholly Owned Subsidiary
3 Finoclean Specialities Private Limited	Wholly Owned Subsidiary
Foreign Subsidiary
4 Fineotex Malaysia Limited (In Malaysia)	Wholly Owned Subsidiary
5 BT Biotex SDN BHD (In Malaysia)	Step down Subsidiary in which the Company holds equity through its Wholly Owned Subsidiary Company i.e. Fineotex Malaysia Limited
6 BT Chemicals SDN BHD (In Malaysia)
7 Rovatex SDN BHD (In Malaysia)
8 BT Biotex Limited (In UAE)	Step down Wholly Owned Subsidiary in which the Company holds 100% equity through its Wholly Owned Subsidiary Company i.e. Fineotex Malaysia Limited
9 Fineotex Biotex Healthguard FZE (In UAE)	Wholly Owned Subsidiary
10 CrudeChem Technology LLC	Step down Subsidiary in which the Company
11 Frackmex Equipment and Services LLC	holds 53.33% each equity through its Wholly Owned
12 Lonestar Technoboost LLC	Subsidiary Company i.e. Fineotex Biotex Healthguard FZE.
13 Oil Pro Advantage INC

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

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

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

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

SN. Name of Subsidiaries	Place of Incorporation	Type	Date of Becoming Subsidiary
1 CrudeChem Technology LLC	Texas, USA	Step down subsidiary in which the Company holds 53.33% each equity through its Wholly Owned Subsidiary Company i.e. Fineotex Biotex Healthguard FZE.	09th December, 2025
2 Frackmex Equipment and Services LLC
3 Lonestar Technoboost LLC
4 Oil Pro Advantage INC

• Material subsidiary

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

9. PERFORMANCE OF SUBSIDIARY COMPANIES

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

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

10. CREDIT RATING

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

11. CAPITAL EXPENDITURE

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

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

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

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

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

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

13. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

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

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

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

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

14. CONSOLIDATED FINANCIAL STATEMENTS

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

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

15. PUBLIC DEPOSITS, LOANS AND ADVANCES

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

16. MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

18. NOMINATION AND REMUNERATION POLICY

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

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

19. BOARD DIVERSITY

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

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

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

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

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

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

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

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

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

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

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

22. RELATED PARTY TRANSACTIONS

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

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

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

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

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

23. CORPORATE SOCIAL RESPONSIBILITY

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

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

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition

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

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

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

b) Changes in Board Composition and Key Managerial Personnel

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

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

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

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

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

e. Based on the recommendation of the Nomination & Remuneration Committee, the board has appointed Mr. Chetan Navinchandra Shah (DIN: 08038633) as an Independent Director of the Company for a term of 5 (Five) consecutive years w.e.f. 12th August 2025. The Shareholders of the Company approved the said appointment with an overwhelming majority at the 22nd AGM of the Company held on 19th September, 2025.

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

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

c) Director retiring by rotation

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

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

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

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

25. DECLARATION OF INDEPENDENT DIRECTORS

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

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

26. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

27. PERFORMANCE EVALUATION

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

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

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

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

28. AUDITORS AND AUDITORS? REPORT

(i) Statutory Auditors:

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

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

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

(ii) Secretarial Auditors:

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

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

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

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

(iii) Cost Auditors:

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

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

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

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

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

29. BOARD MEETINGS

The Board met 7 (Seven) times during the financial year 202526. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report.

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

30. MAINTENANCE OF COST RECORDS

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

31. RISK ASSESSMENT AND MANAGEMENT

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

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

32. AUDIT COMMITTEE

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

The Committee comprises of Mr. Chetan Navinchandra Shah (Chairperson), Mrs. Bindu Darshan Shah, Dr. Sunil Waghmare and Mr. Sanjay Tibrewala. The Committee met 6 (Six) times during the year, the details of which are given in the Corporate Governance Report of this Annual Report.

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

33. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

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

34. HUMAN RESOURCES

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

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

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

The Company?s sustained focus on creating a positive, inclusive and empowering workplace has been recognized through its certification as a “Great Place to Work”. This recognition reflects the Company?s unwavering commitment to fostering a culture founded on trust, respect, collaboration and continuous

improvement. The Board places on record its sincere appreciation for the dedication, professionalism and invaluable contributions of all employees, whose collective efforts continue to drive the Company?s growth and success.

35. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

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

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

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

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

Particulars	Number
Number of complaint(s) of Sexual Harassment received during financial year 2025-26	Nil
Number of complaint(s) disposed of during financial year 2025-26	NA
Number of cases pending for more than 90 days (stipulated timeline under POSH)	NA
Number of cases pending as on 31st March 2026	NA

36. DIRECTORS? RESPONSIBILITY STATEMENT

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

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

(ii) The Directors have selected suitable accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

37. ANNUAL RETURN

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

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

38. CORPORATE GOVERNANCE

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

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

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

A certificate issued by the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, as prescribed under the SEBI Listing Regulations, also forms part of this Annual Report.

39. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

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

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

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

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

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

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

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

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

42. LISTING ON STOCK EXCHNAGES

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

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

43. DEMATERIALISATION OF SHARES

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

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

44. COMPLIANCE OF SECRETARIAL STANDARDS

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

45. E-VOTING FACILITY AT AGM

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

46. GREEN INITIATIVE

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

Pursuant to the MCA Circular No. 03/2025 dated 22nd September 2025 and Regulation 36 of SEBI Listing Regulations, the Annual Report of the Company for the financial year ending 31st March

2026 including therein the Audited Financial Statements for the financial year 2025-26, will be sent only by email to the Members who have registered their email address(es). A letter providing the web-link and QR code, including the exact path, where complete details of the Annual Report are available will be sent to those shareholder(s) who have not so registered their email address(es). Further the Company will send hard copy of the full annual report to shareholders, who request that.

? ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors of
Fineotex Chemical Limited
Sd/-	Sd/-
Surendrakumar Tibrewala	Sanjay Tibrewala
(Chairman & Managing Director)	(Executive Director)
DIN: 00218394	DIN: 00218525
Place : Mumbai
Dated: August 17, 2026