Fine Organic Industries Ltd

Dear Members,

The Board is pleased to submit its report on the performance of the Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The Company?s financial performance during the year ended March 31, 2025, compared to the previous Financial Year is summarised below:

The Standalone as well as the Consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (‘Ind AS?).

On a consolidated basis, the revenue from operations increased to Rs. 2,26,914.79 Lakhs in Financial Year 2024-25 from Rs. 2,12,295.17 Lakhs in Financial Year 2023-24. The profit before tax increased to Rs. 55,515.70 Lakhs in Financial Year 2024-25 from Rs. 54,412.15 Lakhs in Financial Year 2023-24.

On a standalone basis, the revenue from operations increased to Rs. 2,20,519.45 Lakhs in Financial Year 2024-25 from Rs. 1,95,114.29 Lakhs in Financial Year 2023-24. The profit before tax increased to Rs. 52,464.41 Lakhs in Financial Year 2024-25 from Rs. 49,348.98 Lakhs in Financial Year 2023-24. For more details on the Consolidated and Standalone financial results, please refer to Management Discussion and

Analysis Report which forms a part of this Annual Report.

SHARE CAPITAL:

During the year under review, there was no change in the Authorised Share Capital of the Company. As of March 31, 2025, the Paid-up Share Capital of the Company is Rs. 1,533 Lakhs, comprising 3,06,59,976 equity shares of Rs. 5 each.

DIVIDEND:

The Board recommends a final dividend of Rs. 11/- (Rupees Eleven only) per equity share for the Financial Year ended March 31, 2025. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting (‘AGM?). Upon approval, the dividend will be paid to those members whose names will appear in the Register of Members as at the close of business hours on July 26, 2025. The total dividend pay-out will be approximately Rs. 3372.60 Lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulation?), the Company has adopted a Dividend Distribution Policy. This policy outlines various parameters that the Board considers while recommending or declaring dividends. The Dividend Distribution Policy is available on the Company?s website at https://www. fineorganics.com/investor-policies/.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/ unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for the Financial Year 2024-25, after all appropriations and adjustments was Rs. 2,20,261.97 Lakhs.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act"), a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/joint ventures, if any, in prescribed

Form AOC - 1 is attached to the financial

Company. The statement also provides details of performance and financial position of each of the subsidiaries. The audited financial information and other reports of each of the subsidiary companies are available on the Company?s website at www.fineorganics.com and the same are also available for inspection by the members at the Registered Office of the Company during business hours on all working days as required under Section 136 of the Act. As on March 31, 2025, the Company has three subsidiaries i.e. Fine Organics (USA), Inc., Fine Organics Europe BV and Fine Organic Industries (SEZ) Private Limited and two joint venture companies i.e. Fine Zeelandia Private Limited and Fine Organic Industries (Thailand) Co., Ltd.

DIRECTORS? RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and based on the information and explanation received form the Company, confirm that: a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures; b) 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 as on March 31, 2025 and of the profit of the Company for that period; c) 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; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisionsstatementsofthe of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS ANDstatements together KEY MANAGERIALwith PERSONNEL:

As on date of the report, the Board of Directors of the

Company comprises of 11 (eleven) Directors, of which 5 (five) are Executive Directors, 6 (six) Non-Executive Independent

Directors including 2 (two) Women Non-Executive Independent Directors. The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 of the Listing Regulations, as amended from time to time.

The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies

(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the Listing Regulations, and that they are independent of the Management of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the Listing

Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

As on March 31, 2025, the Key Managerial Personnel (‘KMP?) of the Company were: Mr. Mukesh Shah, Chairman and Whole-time Director, Mr. Jayen Shah, Managing Director; Mr. Tushar Shah, Whole Time Director and Chief Executive

Officer; Mr. Bimal Shah, Whole Time Director, Mr. Nikhil Kamat, Whole Time Director, Ms. Sonali Bhadani, Chief Financial Officer and Ms. Pooja Lohor, Company Secretary.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Bimal Shah, retires by rotation at the 23rd AGM and being eligible, has offered himself for re-appointment. A resolution seeking shareholders? approval for his re-appointment forms part of the AGM Notice. The brief details of Mr. Bimal Shah, who is proposed to be re-appointed as required under Secretarial Standard 2 ("SS-2") and Regulation 36 of the Listing Regulations is being provided in the Notice convening the AGM of the Company.

Continuation of tenure of Whole Time Director

In accordance with the provisions of Sections 196(3), 197 and other applicable provisions of the Act read with Schedule V and the applicable Rules made thereunder, including Listing Regulations the Board of Directors at its meeting held on May 08, 2025, approved the continuation of Mr. Mukesh Shah (DIN: 00106799) as Whole Time Director of the Company, notwithstanding his attaining the age of 70 years during his tenure. His continuation in office till the end of his current term i.e., November 05, 2027, on the terms and conditions approved by the members at the 20th Annual General Meeting held on August 23, 2022, is subject to the approval of the members at the ensuing Annual General Meeting.

NUMBER OF BOARD MEETINGS:

The Board met 4 (four) times during the year under review on May 10, 2024; July 30, 2024; November 08, 2024 and February 04, 2025 respectively. The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF THE BOARD:

As on the date of this report, the Board has the following committees: i) Audit Committee ii) Nomination and Remuneration Committee iii) Stakeholders? Relationship Committee iv) Corporate Social Responsibility Committee v) Risk Management Committee. vi) Executive Committee vii) Strategic Growth Committee All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board. Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee of the Company (‘NRC?) has defined the evaluation criteria, procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and its functioning were evaluated based on various criteria including expertise and experience of the Board, industry knowledge, diversity, Board Meeting procedure, Board Development, succession planning etc.

All committees of the Board were evaluated based on various criteria including their function and duties, periodical reporting to the Board along with their suggestions and recommendations and procedure of the Meetings etc. In a separate meeting of Independent Directors held on March 24, 2025, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of Chairperson was done based on criteria which among others included managing relationship with shareholders and employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by entire Board based on the criteria which includes participation at Board/ Committee Meetings, managing relationships with other fellow members and senior management, personal attributes like ethics and integrity etc.

The Board and NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting and the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY:

The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is available on website of the Company i.e. https://www. fineorganics.com/investor-policies/

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an adequate system of internal financial controls that is commensurate with the size, scale and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards, safeguarding of its assets, prevention and detection of errors and frauds and timely preparation of reliable financial information.

I. Statutory Auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) were re-appointed as the Statutory Auditors for 3 (three) consecutive years at 20th Annual General Meeting("AGM") and will complete their second term at the conclusion of the 23rd Annual General Meeting.

Pursuant to the provisions of Section 139 of the Act, the Board at its meeting held on May 08, 2025 based on the recommendation of the Audit Committee, appointed M/s. CNK & Associates LLP, Chartered Accountants (Firm registration No. 101961W), as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, from the conclusion of 23rd AGM upto the conclusion of 28th AGM to be held in the year 2030. Accordingly, the

Statutory Auditors will hold office until the conclusion of 28th AGM of the Company. Your Directors recommend that the proposed resolution relating to the appointment of Statutory Auditors to be passed by requisite majority in ensuing AGM.

The Auditor?s Report as received from M/s B Y &

Associates on the financial statements of the Company for the Financial Year ended March 31, 2025 forms part of the Annual Report. The said report was issued by the

Statutory Auditors with an unmodifiedopinion and does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. The Audit Committee periodically reviews the independence of

Auditors throughquarterlyaffirmations, review of non-audit services, internal checks and balances to mitigate conflict of interest, etc.

II. Cost Accounts and Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Your Company has made and maintained the cost accounts and records, as required. Accordingly, the Board at its meeting held on May 08, 2025 based on the recommendation of the Audit Committee, appointed Y. R. Doshi & Associates, Cost Accountants (Firm registration no.: 000286), as the Cost Auditors of the Company to conduct audit of the cost records for the Financial Year ending March 31, 2026. A remuneration of Rs. 4,00,000/- (Rupees Four Lakhs only) plus applicable taxes and out of pocket expenses, has been fixed fees by the Members at the 23 ratification rd of AGM. Accordingly, the matter relating to ratification the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2026, forms part of the Notice of the 23rd AGM. The Company has received requisite consent and certificate of eligibility from Y. R.

Doshi & Associates, Cost Accountants.

During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

III. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations the Board at its meeting held on May 08, 2025 subject to approval of members at the 23rd Annual General Meeting of the Company and based on the recommendation of the Audit Committee, approved the appointment of M/s. NKS & Co. Practicing Company Secretaries, having Firm Registration No. - P2025MH105200 and Peer review No. 1225/2021, as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from the conclusion of 23rd AGM upto the conclusion of 28th AGM to be held in the year 2030 to conduct audit of the secretarial records. The Company has received consent and eligibility letter from M/s. NKS & Co. Practicing Company Secretaries to act as such. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors to be passed by requisite majority in ensuing AGM.

The Secretarial Audit Report issued by M/s. Ks & Associates on May 08, 2025 in form MR-3 for Financial Year 2024-25 is enclosed as "Annexure I" to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

RISK MANAGEMENT:

Risk Management is an integral part of the Company?s operations. The Company evaluates risks that can impact its strategic, operational, compliance and reporting objectives. for the Cost Auditors, subject to the Mechanisms for identification and prioritisation of risks include scanning the business environment and continuous monitoring of internal risk factors. Major risks identified by the Company?s business and functions are systematically addressed through mitigating actions on a continuing basis. The Board of Directors has constituted Risk Management Committee (RMC). The RMC is chaired by an Independent Director. The RMC closely monitors risk management efforts and provides insights for effective Risk Management across our operations. A detailed note on risk management is given under financial and Analysis of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the

Standalone Ind AS financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS ("RPTs"):

In line with the requirements of the Act and the Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions and the same is available on its website at https://www.fineorganics. com/investor-policies/. The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All transactions with related parties are placed before the Audit Committee for its review and approval. Before the commencement of each Financial Year, an omnibus approval from Audit Committee is obtained for related party transactions for such year which are repetitive in nature, based on the approved criteria. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.

All transactions with related parties entered into during Financial Year 2024-25 were at arm?s length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the Listing Regulations and the Company?s Policy on Related Party Transactions.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the Listing Regulations requiring approval of the Members during the year under review. Details of the related party transactions are given in the notes of the standalone financial statements setting out the disclosures on related party transactions for Financial Year 2024-25.

Pursuant to Regulation 23(9) of the Listing Regulations, your on related party transactions Companyhasfiled with the Stock Exchanges within statutory timelines.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed a CSR framework in line with Section 135 of the Act read with Schedule VII thereto which focuses on Education, Healthcare, Women Empowerment, Eradicating extreme hunger and poverty etc.

The Board of Directors has constituted the Corporate Social Responsibility Policy of the Company and it is available on the website of the Company i.e. https://www.fineorganics.com/ investor-policies/ The Report on Corporate Social Responsibility (CSR) including the constitution of the Corporate Social Responsibility Committee and activities undertaken during the Financial Year 2024-25 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as "Annexure II" to this Report.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for Financial

Year 2024-25 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return for Financial Year 2024-25 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company at https://www.fineorganics.com/investor-agm-documents/

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

The information required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure III" to this report.

The statement containing particulars of employees as required under section 197 of the Act read with Rule 5 (2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, this Report and accounts are being sent to the members and others entitled thereto, excluding the information on particulars of employees which is available for inspection by members at the Registered Office of the Company during business hours on all working days. Member who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at investors@fineorganics.com

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and continues to be compliant with the requirements of Corporate Governance as prescribed in the Listing Regulations. In compliance with Regulation 34 of the Listing Regulations and other applicable provisions of the Listing Regulations, a separate report on Corporate

Governance along with the Certificate of Compliance from the Secretarial Auditor forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report, capturing your Company?s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is presented in a separate section forming an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company has been conducting business in a sustainable manner and to create maximum value for all its stakeholders. Business Responsibility and Sustainability Report for Financial Year 2024-25 in accordance with Regulation 34(2)(f) of the Listing Regulations, forms an integral part of this Annual Report. The BRSR indicates the Company?s performance against the principles of the ‘National Guidelines on Responsible Business Conduct?.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

In accordance with the provisions of Section 177 (9) of the Act and requirements of Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been incorporated in the Whistle Blower Policy for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code for Prevention of Insider Trading. The Whistle Blower Policy is uploaded on the website of your Company at https://www. fineorganics.com/investor-policies/

PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at workplace and has adopted policy on Prevention of Sexual Harassment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to the employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. Separate Internal Complaints Committee has also been set up to redress complaints received on sexual harassment at head office conducts sensitisation workshops to inform the employees about their rights w.r.t. sexual harassment of women at workplace. The Company has not received any complaint of sexual harassment during the Financial Year 2024-25.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure IV" to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred end of the Financial Year to which these financial relate and the date of the report other than those mentioned under any section of this Annual Report.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard – 1 and Secretarial Standard – 2 issued by the Institute of

Company Secretaries of India and notified by the Ministry of

Corporate Affairs.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, WHICH WOULD IMPACT THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE:

During the year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

OTHER DISCLOSURES:

• Thereas well as at all plant locations. The Committee are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

• The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• Since the unpaid dividend amount initially transferred by the Company to its Unpaid Dividend Account has not completed seven years since its transfer, the details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority has not been appended to the Corporate Governance report.

ACKNOWLEDGEMENTS:

The Board of Directors thank for the continued support and co-operation by customers, vendors, investor, bankers, government and regulatory authorities and stock exchanges during the year under review. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.