Camlin Fine Sciences Ltd

To The Members of CAMLIN FINE SCIENCES LIMITED

The Directors hereby present the 31^st Annual Report of Camlin Fine Sciences Limited (the "Company" or "CFS") along with the Audited Financial Statement for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries and associate has been referred to wherever required.

1. Financial Results

(' in Lakh)

2. Performance Review and State of Company?s Affairs

On a consolidated basis, the revenue from operations was Rs 161,306.20 lakh in FY 2023-24 as compared to Rs 1,68,156.40 lakh in FY 2022-23. The loss after tax & exceptional items was at Rs 10,487.51 lakh in FY 2023-24 as compared to profit after tax & exceptional items of Rs 3,981.04 lakh in FY 2022-23.

On a standalone basis, the revenue from operations was Rs 77,326.21 lakh in FY 2023-24 as compared to Rs 78,943.57 lakh in FY 2022-23. The loss after tax & exceptional items was at Rs 5,138.92 lakh in FY 2023-24 as compared to profit after tax & exceptional items of Rs 4,755.47 lakh in FY 2022-23.

The revenues and consequently margins were impacted due to global weak demand and predatory pricing by Chinese manufacturers in the Company's businesses of performance chemicals and Aroma products. Further, the temporary shutdown of Diphenol Plant in CFS Europe SpA, Italy which led to reduction in revenue, gross margins and adverse impact on the EBITDA margins. Though the Company improved its volume in the shelf-life solutions products, the pricing headwinds has severely impacted the gross margins and consequently the profitability margins. The delay in stabilisation and lower capacity utilisation of Vanillin manufacturing plant in Dahej also contributed adversely on the revenues and profitability margins.

The Consolidated results were also impacted by impairment provisions on account of subsidiaries in

Europe and China amounting to Rs 4,980.40 lakh.

3. Management Discussion and Analysis

The management discussion and analysis as required in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR") forms a part of this annual report.

4. Business & Strategy

Your Company along with its subsidiaries, is engaged in research, development, manufacturing and marketing of specialty chemicals, ingredients and additive blends which are in the broad product portfolio of:

(i) Shelf-Life Solutions

(ii) Aroma Ingredients

(iii) Performance Chemicals and

(iv) Health & Wellness

Your Company commenced production at its composite Vanillin manufacturing facility in Dahej on January 2023. The commercialization of the project faced teething issues on product stabilization in the early part of the year. The commercialization also faced the onslaught from Chinese manufacturers on two counts, excessive supply and predatory pricing. Your Company has rejigged its strategy and has commenced sale of Vanillin at the current prices which has resulted in loss of margin both on sale as well as marking the inventory at realizable value. Your Company had also rationalized the production to match the excessive supply with the best product available in the market.

The shelf life solution business has shown remarkable growth in all geographies. The business in the American continent, especially in USA, has been stellar, with new client acquisition, innovation in product and enhanced customer service. Your Company is confident to keep the growth profile at a high rate in these geographies in the future.

5. Finance, Liquidity & Rating

The year under review was a challenging year for financing and liquidity due to pressure on margins, lack of growth in revenues and accumulation of inventory. The Company has been however able to manoeuvre through the difficult times by efficient working capital and debt maturity management. The short-term borrowings increased to Rs 23,336.38 lakh as on March 31, 2024, from Rs 21,968.21 lakh as on March 31, 2023, on a standalone basis. The consolidated short-term borrowing stood at Rs 23,346.16 lakh as on March 31, 2024, as compared to Rs 23,328.35 lakh as on March 31, 2023.

The long-term borrowings on a standalone basis stood at Rs 25,826.01 lakh as on March 31, 2024, as compared to Rs 38,465.71 lakh as on March 31, 2023. While on a consolidated basis, it stood at Rs 42,419.60 lakh and Rs 54,630.28 lakh as on March 31, 2024, and March 31, 2023, respectively.

The reduction was mainly on account of conversion of FCCB into equity as stated in Point 6 of this report.

During the year under review, the Company had the following credit ratings affirmed from India Ratings and Research Pvt. Ltd.:

(i) For Term loan: IND A-/Stable

(ii) For Fund-based limits: IND A-/Stable/IND A2+

(iii) For Non-fund-based limits: IND A2+

Further, India Ratings and Research Pvt. Ltd. has affirmed the Company's Long Term Issuer Rating at 'IND A-', the outlook is stable.

6. Equity Share Capital

During the year, the Company issued and allotted 1,00,225 equity shares pursuant to ESOP 2018 and 12,500 equity shares pursuant to ESOP 2020.

On May 12, 2023, the Company has allotted 1,02,58,986 fully paid-up Equity Shares of face value Rs 1/- each of the Company to International Finance Corporation (IFC) upon conversion of Foreign Currency Convertible Bonds at a conversion price of Rs 105/- per Equity Share (inclusive of Share Premium of Rs 104/- per Equity Share), consequent upon receipt of notice from IFC for the said conversion. The said issued Equity Shares rank pari passu with the existing Equity Shares of the Company in all respects.

Open Offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI (SAST) Regulations):

On April 17, 2023, the Infinity Direct Holdings ("Acquirer 1") and Infinity Direct Holdings Sidecar I ("Acquirer 2") (collectively referred to as the "Acquirers") along with Infinity Holdings ("PAC 1"), Anfima Nv ("PAC 2") and one of the promoters of the Company, Mr. Ashish Dandekar ("PAC 3"), in the capacity of persons acting in concert (collectively referred to as "PACS") have entered into the Voting and Cooperation Agreement which sets out the common objective of the Acquirers and PACs, on and from the completion of the Open Offer and payment of the Offer Price to the Eligible Public Shareholders who have tendered their Equity Shares in the Open Offer at a price of Rs 160/- (Rupees One Hundred Sixty Only) per Offer Share ("Offer Price") as per the SEBI (SAST) Regulations, of pooling their shares and voting rights in the Company together in order to jointly exercise control over the Company.

As a result of this and pursuant to the Open Offer, the Acquirers and PAC 1 and PAC 2 were classified as persons acting in concert with PAC 3 and each of the Acquirers, PAC 1 and PAC 2 were classified as promoters of the Company and formed part of the promoter group of the Company, thereby exercising joint control over the Company.

The Agreement and the shareholding pattern is available on the Company's website at www.camlinfs. com.

7. Capital Expenditure

On a consolidated basis, the capital expenditure on tangible assets incurred during the year was Rs 4,196.86 lakh. Total expenditure under capital work in progress as on March 31, 2024 was Rs 4,556.45 lakh as compared to Rs 4,083.62 lakh as on March 31, 2023.

8. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy which was approved by the Board in its meeting held on May 28, 2021. The policy is hosted on the website at https^www.camlinfs.com/ investor-relations/home/downloads.

9. Dividend

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

10. Particulars of Loans, Guarantees or Investments

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

11. Transfer to Reserves

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

12. Deposits from Public

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

13. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and SEBI LODR, as amended from time to time, the Company has a policy on Related Party Transactions (RPTs) approved by the Board for identifying, reviewing, approving and monitoring of RPTs. The policy on the related party transaction was revised pursuant to the amendment of SEBI LODR and the same is available on the Company's website at https://www.camlinfs.com/investor-relations/home/downloads.

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

The Company did not enter into any contracts or arrangements with related parties in terms of section 188 (i) of the Companies Act and no material RPTs were entered into by the company during the year under review. Accordingly, the disclosure of RPTs as required under section 134 (3)(h) of the Act in Form AOC-2 is not applicable to the company for FY 2023-24 and hence does not form part of this Annual Report.

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

14. Material changes and commitments affecting financial position

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

15. Subsidiary Companies and Associates

The Company has 18 subsidiaries as on March 31, 2024. During the year under review no companies have become or ceased to be joint ventures or associate companies of the Company.

During the year under review, the Dresen Quimica SAPI De CV and its subsidiaries became the 100% subsidiaries of the Company against the 98.50% stake.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the Consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-I is appended to the financial statements. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred during the financial year 2023-24.

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

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

16. Human Resource:

Human Resource remains the most important asset in the current business environment which is constantly prone to rapid evolution by technological advancement and dynamic economic factors.

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

Human Capital of the Company:

Direct Employees : 624 Female Employees : 43 Employee Benefit Expenses : Rs 6,594.84 lakh

16.1 Particulars of Employees

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

16.2 Employee Stock Option Scheme

The details of the employee stock option scheme(s) /plan, including the terms of reference, and the requirement as stipulated under SEBI Guidelines as at March 31, 2024 is given in "Annexure B" to this report. Further, the details of these scheme / plan also form part of the Notes to Financial statements in this Annual Report.

17.1 Corporate Governance Report

As required under Regulation 27 of SEBI LODR 2015, a detailed Report on Corporate Governance is given as a part of Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

17.2 Vigil Mechanism / Whistle Blower Policy

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

17.3 Sexual Harassment of Women at Workplace:

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

17.4 Risk Management Policy

The Company has in place a Risk Management Policy which provides for a risk management framework to identify and assess risks such as operational, financial, regulatory and such other risks.

Refer to the paragraph on "Risks and Concerns" of the Management Discussion and Analysis for additional details.

17.5 Secretarial Standards

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

17.6 Number of Meetings of the Board

During the year, the Board met 7 (Seven) times. The details of the same along with other Committee's of the Board are given in the Corporate Governance Report. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

17.7 Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

17.8 Board Evaluation

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

The Board, on the recommendation of the NRC, has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance evaluation & terms and conditions of appointment of Independent Directors.

The aforesaid policy, terms as well as evaluation criteria is disclosed on the Company's website at https://www.camlinfs.com/investor-relations/home/downloads.

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

The Policy also sets out the guiding principles for the NRC for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

There has been no change in the policy during the current year.

17.9 Familiarisation programme for the Directors

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

17.10Directors - Appointments / Re-appointments

Ms. Anagha Dandekar (DIN: 07897205) and Mr. Harsha Raghavan (DIN: 01761512) are retiring by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointments. The Board on the recommendation of the Nomination and Remuneration Committee recommends their re-appointments.

The Members at 28^th Annual General Meeting held on July 20, 2021, had approved the appointment of Mr. Ashish Dandekar (Chairman and Managing Director), Mr. Nirmal Momaya (Managing Director) and Mr. Arjun Dukane (Executive Director - Technical) for the period of 3 years. As the present term of their appointment ends, resolutions for renewal of their appointments are being placed before the members for approval at the ensuing Annual General Meeting.

The Board of Directors at its meeting held on May 20, 2024, upon recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Amol Shah (DIN: 00171006), as an Independent Director on the Board of the Company for the second term of 5 (five) consecutive years. Being eligible and offering himself for re-appointment, resolution is being placed before the Members for approval at the ensuing Annual General Meeting.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), particulars of Directors seeking reappointment at the ensuing General Meeting have been given under Corporate Governance Report and in the Notice of the 31^st Annual General Meeting.

None of the Directors are disqualified from being re-appointed, as specified in Section 164 of the Companies Act, 2013.

The Board is of the opinion that Independent Director appointed during the year carries rich experience and expertise. The Board was also satisfied in relation to the integrity and he will complete the proficiency test, if applicable, conducted by the Indian Institute of Corporate Affairs.

17.11 Directors - Resignations / Retirements

During the year under review, Mr. Sarvjit Bedi, Non-Executive Director resigned w.e.f. April 19, 2023 due to preoccupation and other commitments.

The Board placed on record its appreciation for the service rendered by Mr. Sarvjit Bedi during his tenure as Director.

17.12 Change in the Key Managerial Personnel of the Company

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

17.13 Committees of the Board

As on March 31, 2024, the Board had 6 mandatory committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; (e) Compensation Committee; and (f) Risk Management Committee. All the committees are well represented by participation of the Independent Directors.

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

17.14Internal financial controls and their adequacy

The Company's internal control systems are commensurate with its nature of business, its size and complexities of its operations, and such internal financial controls with reference to the Financial Statements are adequate.

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

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

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

17.16 Reporting of Frauds

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

17.17 Annual Return

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the company website on https://www.camlinfs.com/investor-relations/ home/annual_return.

17.18 Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred the unclaimed dividend of Rs 5.89 lakh to the Investor Education and Protection Fund.

The details of the year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are uploaded on the Company's website at https://www.camlinfs.com/investor-relations/home/ unclaimed_dividend.

17.19 Directors? Responsibility Statement

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the "Act") with respect to Directors' Responsibility Statement, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18.1 Audit Reports

• The Statutory Auditors Report on the Financial Statements for the financial year ended March 31, 2024, does not contain any qualification, reservations or adverse remarks, except emphasis of matter concerning the issues emanating from the Order of Supreme Court of People of China which is self-explanatory and adequately addressed in the financial statements. ^•

• The Report of the Secretarial Audit is annexed herewith as "Annexure C". The observations and suggestions, if any, given in the Secretarial Audit Report were duly considered.

• The Certificate of the compliance with Corporate Governance requirements by the Company for the financial year ended March 31, 2024, issued by the Practicing Company Secretaries is attached to the Report on Corporate Governance.

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

18.2 Statutory Auditors

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

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

18.3 Secretarial Auditors

Company has appointed JHR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025.

18.4 Cost Records & Cost Auditors

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly such accounts are made and maintained.

The Company has appointed M/s. ABK & Associates (Firm Registration No. 000036) as Cost Auditors to audit cost records of the Company for the financial year 2024-25. The remuneration payable to the Cost Auditors is subject to ratification of the Members at the ensuing Annual General Meeting. Accordingly, the necessary resolution for ratification of the remuneration payable to M/s. ABK & Associates to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the ensuing Annual General Meeting of the Company and the resolution is recommended for your approval.

19. Corporate Social Responsibility (CSR)

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

The projects identified and adopted are as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013. The Company endeavours to make CSR a key business process for sustainable development and welfare of the needy sections of the society.

During the Financial Year 2023-24, the Company has spent the entire amount of Rs 88.00 lakh towards CSR activities through NGO operating in the said areas. The Annual Report on CSR activities forming part of this Board's report is annexed herewith as "Annexure D".

The CSR Policy may be accessed on the Company's website at the link https^www.camlinfs.com/ investor-relations/home/downloads.

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

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

21. Business Responsibility and Sustainability Report (BRSR)

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

22. General

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

c) Disclosure of Remuneration/Commission received by Managing Director(s) / Executive Director from the subsidiary company, where such Managing Director(s) / Executive Director receives commission from the Company.

d) There is no application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016.

e) There was no instance of one-time settlement with any Bank or Financial Institution.

23. Acknowledgements:

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

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