Fairchem Organics Ltd

OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

During the year under review, the revenue from operations were Rs. 53,789.84 lakhs, which is lower by 13.45%. The corresponding fall in sales volume was 16.59%. The Profit before tax stood at Rs. 2,992.04 lakhs, which is lower by 45.20%. The fall in volume was mainly due to (a) slowdown in demand of Linoleic Acid from paints sector and (b) relatively high raw material cost during last two quarters of other raw material from which Dimer Acid, another prime product is made.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business per se of the Company during the year. The Company, however, successfully launched its in-house developed high value value-added product viz. Isostearic Acid in the international market and initial response is very encouraging.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 7.50 (i.e. 75%) per equity share for the financial year ended March 31, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. Dividend will be paid to those shareholders whose names appear in the Register of Members as on Book Closure / Record Date to be fixed by the Company.

The Company has formulated Dividend Distribution Policy in compliance with Regulation 43A of SEBI (LODR) Regulations, 2015. The Dividend Distribution policy is placed on the Website of the Company at https://fairchem.in/investor-relations/Policies/Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVE:

Your Directors have decided not to transfer any amount to the Reserve for the year under review.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments which have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the company.

ISO CERTIFICATIONS:

Bureau Veritas Certification Holding SAS UK Branch has granted 3 ISO certifications as per details given here below to the Company vide its Certificate dated April 8, 2025 which is valid until April 7, 2028.

(1) ISO 9001 : 2015 (Quality Management) (2) ISO 14001 : 2015 (Environmental Management)

(3) ISO 45001 : 2018 (Occupational Health and Safety Management)

The above certifications will help the company in export of its products in developed countries, particularly of Europe.

CAPITAL STRUCTURE:

The Company has only one class of Equity Shares having equal voting rights. The present issued, subscribed and paid up share capital of the Company is Rs. 13,02,09,020/- divided into 1,30,20,902 Equity Shares of Rs. 10/- each fully paid up. There is no change in the Capital structure of the Company during the year.

MEETINGS OF THE BOARD:

During the Financial Year 2024-25, 4 (four) meetings of the Board of Directors took place where all the Directors were present throughout all the meetings. In respect of these meetings, proper notices were given, and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. For further details, please refer Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loan, made investment, given any guarantee or provided any security to the persons covered u/s. 186 of the Companies Act, 2013.

CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

A Report on the Corporate Governance along with a certificate from a practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of the said regulations and the Management Discussion and Analysis Report are attached as a separate section of this Annual Report.

Pursuant to Regulation 34(2)(f) of the Listing Regulations as amended from time to time, the Business Responsibility and Sustainability Report (‘BRSR') and initiatives taken from an environmental, social and governance perspective in the prescribed format is attached as a separate section of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted in compliance with Regulation 18 of SEBI (LODR) Regulations 2015. The Composition of Audit Committee is given in the Corporate Governance Report forming part of this Report.

DEPOSITS:

The Company has not accepted nor renewed any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

CREDIT RATING:

CARE Ratings Limited carried out annual review of credit facilities of HDFC Bank and vide its letter dated July 1, 2024, has reaffirmed its rating as under:

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The Company was incorporated during 2019 and has not completed period of seven years. Hence, the provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) which provides that all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years, are not applicable. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. As this is only the sixth financial year of the Company, this provision is also not applicable to the Company.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix / energy efficiency.

DIRECTORS:

In accordance with the provisions of Section 152 of the Act, Shri Nahoosh Jariwala (DIN: 00012412) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. Further, the first term of five years of appointment as Independent Director of Shri Venkatraman Srinivasan, Shri Darius Pandole and Ms. Sonal Ambani will be expiring on August 25, 2025. Based on their skills, experience, knowledge, performance, evaluation and recommendation of the Nomination and Remuneration Committee and Board of Directors, it is proposed to re-appoint them for the second term of 5 (Five) consecutive years effective from August 26, 2025, subject to approval of the members at the ensuing Annual General Meeting. Their brief resumes, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Notice of the 6th Annual General Meeting of the Company.

Post demise of Shri Utkarsh Shah on 22.08.2022, 23,333 Equity Shares held in the sole name of Shri Utkarsh Shah were transmitted in favour of Shri Aadarsh Utkarsh Shah (first holder) and Mrs. Radhika Utkarsh Shah (joint holder) on 08.09.2022 and as per SEBI Regulations, they became the promoters of the Company. Based on the application by them, the Company had applied to both the Stock Exchanges for their re-classification to ‘Public' category which was approved by National Stock Exchange of India Limited and BSE Limited vide their letters dated June 18, 2024.

DECLARATION OF INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the 4 Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence and that they are not disqualified for continuing as an Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015, as amended, respectively.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of SEBI (LODR) Regulation, 2015, the Board of Directors at their Meeting held on 12.08.2020 approved the Nomination and Remuneration Policy which was reviewed/updated by the Board from time to time. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

Copy of Nomination and Remuneration Policy of the Company can be accessed from the website of the Company https://fairchem.in/investor-relations/Policies/Nomination-&-Remuneration-Policy.pdf

BOARD EVALUATION:

Based on the criteria for evaluation of Independent Directors and the Board as recommended by the Nomination and Remuneration Committee and as adopted by the Board, Board carried out evaluation of its own performance, the individual Directors and the Committees. The evaluation of Independent Directors, as provided in Regulation 17 (10) of Listing Regulations, was done by the Board which included their performance and fulfillment of independence criteria as specified in Listing Regulations and their independence from the management.

The Independent Directors reviewed the performance of (1) Non-Independent Directors and Board as a whole and (2) the Chairman of the Company, considering the views of all Non-executive Directors in their separate meeting held on February 20, 2025. They expressed their satisfaction with the performance of Non-Independent Directors and Board as a whole and also of the Chairman of the Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements: (i) that in the preparation of the financial statements for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same; (ii) that the Directors have selected such 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 viz. March 31, 2025 and of the profit of the Company for that period; (iii) that the Directors have taken 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; (iv) that the Directors have prepared the annual accounts on a ‘Going Concern' basis; (v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (vi) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

LISTING:

The securities of the Company are listed with BSE Limited and National Stock Exchange of India Limited with effect from December 24, 2020. SEBI (LODR) Regulations, 2015 became applicable to the Company from the said date. The Company has paid the listing fees for F.Y. 2025-26 on the paid-up equity share capital to both the Stock Exchanges.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions with related parties entered into by the Company during the financial year were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material as described under the Regulation 23(1) of SEBI (LODR) Regulations 2015.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Copy of Policy on Related Party Transactions can be accessed from the website of the Company https://fairchem.in/investor-relations/Policies/Related-Party-Transactions-Policy-FOL.pdf

INTERNAL CONTROL AND ITS ADEQUACY:

The Company has, commensurate with its size, single operational location and resultant requirement, Internal Control system. A well-known firm of Chartered Accountants carried out internal audit of the said system. Based on the recommendation / report of the said Internal Auditors which are presented to the Audit Committee, required corrective actions were initiated / taken by the Company.

INTERNAL FINANCIAL CONTROLS:

The Directors have laid down policies and procedures which are adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company‘s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

FRAUD:

During the year under review, no fraud was reported by the statutory auditors under section 143(12) of the Act.

CORPORATE SOCIAL RESPONSIBILITY:

The Board had approved Corporate Social Responsibility Policy in its meeting held on August 12, 2020. The copy of Corporate Social Responsibility Policy is placed on the website of the Company at https://fairchem.in/investor-relations/Policies/Corporate-Social-Responsibility-Policy.pdf The Corporate Social Responsibility Committee of the Board is duly constituted in compliance with provisions of Section 135 of Companies Act 2013. The Committee comprises of:

The other details of the CSR activities as required U/s. 135 of The Companies Act, 2013 are given in the CSR Report as Annexure A to Directors' Report.

PARTICULARS OF EMPLOYEES:

Details pertaining to remuneration as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under Annexure B to this Directors' Report.

RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy and Plan. The Company has identified (i) Business Risk (ii) Technological Risk (iii) Financial Risk (iv) Liquidity Risk (v) Exchange Rate Risk (v) Country specific Risk (vi) Safety Risk (vii) Information/Cyber Security Risk (viii) Employee Risk and (ix) Risk of Natural Calamities which in the opinion of the Board may threaten the existence of the Company.

The team of top 3 officials of the Company under the supervision and guidance of the Managing Director monitor the above mentioned or any other unforeseen / unexpected risks and ensure the smooth and clinical implementation of mitigation measures as outlined in this plan earlier and / or as are in the best interest of the company under the circumstances.

STATUTORY AUDIT REPORT:

The Auditors' report during the year under review does not contain any qualification/ remarks nor any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report. The Board has duly reviewed the Statutory Auditor's Report and the observations and comments, appearing in the report, are self-explanatory and do not call for any further explanation/clarification.

M/s B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022), were appointed as the Independent Auditors of the Company for a period of 5 (five) years from F.Y. 2020-21 to F.Y. 2024-25 i.e. from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting of the Company in the Board Meeting held on November 25, 2020 and subsequently, approved by the shareholders in the 1st Annual General Meeting held on December 31, 2020. Accordingly, the 1st term of the appointment of M/s B S R & Co. LLP, Chartered Accountants, will come to an end with the conclusion of the ensuing 6th Annual General Meeting.

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s B S R & Co. LLP, Chartered Accountants, is eligible to be re-appointed for a 2nd term of five consecutive years. However, due to the internal restructuring within BSR & Affiliates network firms, appointment (and not reappointment or change in auditor) of M/s B S R and Co., Chartered Accountants (Firm Registration Number - 128510W) (one of the audit firms under the BSR & Affiliates network firms) as the Statutory Auditors of the Company for a period of 5 consecutive years commencing from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company to be held in the year 2030 has been approved by the Audit Committee and the Board of Directors of the Company at their respective meetings held on May 27, 2025, subject to the approval of the Shareholders at the ensuing 6th Annual General Meeting of the Company shall be considered.

SECRETARIAL AUDIT REPORT:

As required by Section 204 of The Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Parikh Dave & Associates, Company Secretaries, Ahmedabad, a peer reviewed firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2024-25. The Report of the Secretarial Audit for the financial year ended on March 31, 2025 is enclosed as Annexure C to this Directors' Report. Their Report does not contain any qualification/remark.

Further, as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on May 27, 2025, has recommended appointment of M/s Parikh Dave & Associates, Company Secretaries, Ahmedabad, a peer reviewed firm, to conduct Secretarial Audit for five consecutive years i.e. for the F.Y. 2025-26 to F.Y. 2029-30, subject to approval of the Members at the ensuing Annual General Meeting.

CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively, issued by The Institute of Company Secretaries of India (ICSI). The Company confirms compliances of applicable secretarial standards.

MAINTENANCE OF COST RECORDS:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained by it for the products covered under Chapters 2915, 2917, 3823 and 3824 of Sr. No. 18 of table mentioned under Rule 3 (B) Non-regulated Sectors audited by a Cost Auditor.

As specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

COST AUDITOR:

The Company has appointed M/s. Rajendra Patel and Associates, Cost Accountants, Ahmedabad, as Cost Auditors for financial year 2024-25. The Board of Directors has approved their appointment as Cost Auditor for F.Y. 2025-26 also and has recommended remuneration of Rs. 75,000/- plus applicable tax. The necessary resolution for ratification of their remuneration by members has been put in the notice convening the 6th Annual General Meeting.

VIGIL MECHANISM:

As required under Companies Act and SEBI (LODR) Regulations, the Company has put in place Vigil Mechanism / Whistle Blower Policy for Directors and Employees so that the Directors and employees can report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct Policy and SEBI Insider Trading Regulations. Whistle Blower Policy is disclosed on the website: https://fairchem.in/investor-relations/Policies/Vigil-Mechanism-Whistle-Blower-Policy.pdf

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act).

Company has framed a policy on Sexual Harassment at workplace which aims to provide protection to women employees at workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint under the Sexual Harassment of women at Workplace during the financial year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED:

No significant and material orders were passed during the year under review by regulators or courts, or tribunals impacting the going concern status and Company's operations in future.

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

(Initiatives of the Company for Energy conservation, and Technology absorption if any and details of Foreign Exchange earnings and out go).

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy:

Based on an internal / external energy audit which is a regular periodical feature, required measures are taken for optimization of energy.

(ii) the steps taken by the company for utilising alternate sources of energy: None. (iii) the capital investment on energy conservation equipment: None.

(B) Technology absorption-

(i) the efforts made towards technology absorption;

Technology absorption is an ongoing process in the Company. The Company keeps on exploring new processes at Laboratory scale and then implements the same at Plant level.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

The Company continuously works on increasing yield of prime products which helps in overall cost reduction.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-(a) the details of technology imported: Nil (b) the year of import: Not Applicable (c) whether the technology been fully absorbed: Not Applicable (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable (iv) the expenditure incurred on Research and Development: Rs. 28.62 Lakhs.

(C) Foreign exchange earnings and Outgo-

Foreign Exchange earning: Rs. 4,401.49 lakhs Foreign Exchange outgo: Rs. 3,161.97 lakhs

DETAILS OF SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANY:

The Company does not have any subsidiary company or associate company. Company has not entered into any joint venture. Hence, no further disclosures are required in this regard.

EXTRACT OF ANNUAL RETURN:

As per the provisions of section 92[3] read with section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 in the prescribed form no. MGT-7 is available on the website of the Company and web link of the same is https:/fairchem.in/investor/ - Annual Reports.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ instances on these items during the year under review:

ACKNOWLEDGMENTS: