Fine Organic Industries Ltd

Dear Members,

The Directors have pleasure in presenting their Twenty-second Annual Report along with the audited Standalone as well as Consolidated flnancial statements for the flnancial year ended March 31, 2024.

FINANCIAL RESULTS AND STATE OF AFFAIRS:

(' In Lakhs)

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

On a consolidated basis, the revenue from operations decreased to ' 2,12,295.17 Lakhs in FY 2023-24 from ' 3,02,307.66 Lakhs in FY 2022-23. The proflt before tax decreased to ' 54,412.15 Lakhs in FY 2023-24 from ' 84,099.42 Lakhs in FY 2022-23.

On a standalone basis, the revenue from operations decreased to ' 1,95,114.29 Lakhs in FY 2023-24 from ' 3,02,914.62 Lakhs in FY 2022-23. The proflt before tax decreased to ' 49,348.98 Lakhs in FY 2023-24 from ' 79,302.11 Lakhs in FY 2022-23.

For more details on the Consolidated and Standalone flnancial 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 share capital of the Company. The Paid-up share capital of the Company as on March 31, 2024 is ' 1,533 Lakhs divided into 3,06,59,976 equity shares of ' 5/- each.

DIVIDEND:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), the Company has adopted the Dividend Distribution Policy, which details various parameters subject to consideration of which the Board may recommend or declare Dividend. The Dividend Distribution Policy is available on the Company's website at https:// www.fineorganics.com/investor-policies/. Your Directors are pleased to recommend a Final Dividend of ' 10 /- per equity share of the face value of ' 5/- each fully paid-up for the financial year ended March 31, 2024.

If the dividend, as recommended above, is declared by the Members at the ensuing Annual General Meeting ('AGM'), the total outflow towards dividend on Equity Shares for the year would be ' 3,065.99 Lakhs.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for the FY 2023-24, after all appropriations and adjustments was ' 1,83,656.95 Lakhs.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 ("the Act"), a statement containing the salient features of financial statements of the Company's subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

The separate financial statements of the subsidiaries are also available on the website of the Company at www.fineorganics. com and will also be made 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. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary.

During the year under review, Fine Organic Industries (SEZ) Private Limited was incorporated in India on

October 10, 2023 as wholly owned subsidiary of the Company for manufacturing specialty chemical additives. Further, the Board in its meeting held on November 11, 2021 approved the termination of Joint Venture Agreement with Adcotech GmbH for the Company i.e. FineADD Ingredients GmbH subject to the completion of applicable regulatory formalities. The liquidation of the said joint venture entity was completed during this year and the company ceased to exist with effect from November 21, 2023.

As on March 31, 2024, 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 its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, 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, 2024 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) t he directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Presently, the Board of Directors of the Company comprises 5 five) Executive Directors and 6 (six) Non-Executive Independent Directors including 2 (two) women Non-Executive Independent Directors.

Change in Leadership Team

Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board of Directors of the Company at its meeting held on February 02, 2024 reviewed the roles and responsibilities of leadership team of the Company and approved inter-alia the following:

Mr. Mukesh Shah (DIN: 00106799) was re-designated from Chairman and Managing Director to Chairman and Whole Time Director of the Company with effect from April 01, 2024. The shareholders of the Company by way of postal ballot on March 26, 2024 approved the re-designation of Mr. Mukesh Shah as a Chairman and Whole Time Director of the Company with effect from April 01, 2024. All other terms and conditions of his appointment, as approved by the shareholders in the 20^th Annual General Meeting dated August 23, 2022 shall remain valid and in full force and effect.

Mr. Jayen Shah (DIN: 00106919) was re-designated from Whole Time Director and Chief Executive Officer to Managing Director of the Company with effect from April 01, 2024. The shareholders of the Company by way of postal ballot on March 26, 2024 approved the re-designation of Mr. Jayen Shah as a Managing Director of the Company with effect from April 01, 2024. All other terms and conditions of his appointment, as approved by the shareholders in the 20^th Annual General Meeting dated August 23, 2022 shall remain valid and in full force and effect.

Mr. Tushar Shah (DIN: 00107144) was re-designated from Whole Time Director and Chief Financial Offlcer to Whole Time Director and Chief Executive Offlcer of the Company with effect from April 01, 2024. All the other terms and conditions of his appointment, as approved by the shareholders in the 20^th Annual General Meeting dated August 23, 2022 shall remain valid and in full force and effect.

Based on recommendation of the NRC, the Board of Directors of the Company appointed Ms. Sonali Bhadani, Senior Vice President - Finance of the Company as the Chief Financial Offlcer of the Company with effect from April 01, 2024.

Appointment

Based on the recommendation of the NRC, the Board at its meeting held on February 02, 2024, appointed Ms. Rashi Mehta (DIN: 10420079), as an Additional Director in the capacity of Non-Executive and Independent Director of the Company, with effect from February 02, 2024 for a term of 5 (five) consecutive years till February 01, 2029. The shareholders of the Company by way of postal ballot on March 26, 2024 approved the appointment of Ms. Rashi Mehta as a Non-Executive and Independent Director of the Company for the aforesaid tenure.

Retirement by Rotation

Mr. Tushar Shah (DIN: 00107144) retires by rotation and being eligible has offered himself, for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice. The brief details of Mr. Tushar 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.

The Non-Executive and Independent Directors of the Company and their relatives had no material pecuniary relationship or transactions with the Company or its subsidiaries, during the three immediately preceding financial years or during the current financial year, apart from receiving remuneration as Non-Executive and Independent Director.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors of the Company have submitted declarations stating that they meet the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed there under read with Regulation 16 (1) (b) of the Listing Regulations. Pursuant to Regulation 25(8) 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. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, proficiency and they hold the highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

As on March 31, 2024, the Key Managerial Personnel ('KMP') of the Company were: Mr. Mukesh Shah, Chairman and Managing Director; Mr. Jayen Shah, Whole Time Director and Chief Executive Officer; Mr. Tushar Shah, Whole Time Director and Chief Financial Officer; Mr. Bimal Shah, Whole Time Director, Mr. Nikhil Kamat, Whole Time Director and Ms. Pooja Lohor, Company Secretary.

Based on the above restructuring in the Board and KMPs, the KMPs of the Company with effect from April 01, 2024 are: Mr. Mukesh Shah, Chairman and Whole-time Director, Mr. Jayen Shah, Managing Director; Mr. Tushar Shah, Whole Time Director and Chief Executive Officer; Ms. Sonali Bhadani, Chief Financial Officer and Ms. Pooja Lohor, Company Secretary

NUMBER OF BOARD MEETINGS:

The Board met five times during the year under review on May 24, 2023, July 26, 2023, October 17, 2023, October 30, 2023 and February 02, 2024 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.</p>

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, 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:

Your 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 flnancial and operational information, complying with applicable accounting standards, safeguarding of its assets, prevention and detection of errors and frauds and timely preparation of reliable flnancial information.

I. Statutory Auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) whose term of office was until the conclusion of the 20^th AGM of the Company were re-appointed as the Statutory Auditors of the Company at the 20^th AGM held on August 23, 2022 for a further term of 3 years i.e. from the conclusion of the 20^th AGM up to the conclusion of the 23^rd AGM to be held in the year 2025. As per the provisions of Section 139 of the Act, M/s B Y & Associates have confirmed that they are not disqualifled from continuing as the Auditors of the Company. The report of the Statutory Auditors for the FY 2023-24 alongwith notes to Schedules is a part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remark.

II. Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records for its products as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required. The Cost Audit Report for the year ended March 31, 2023 was filed with the Central Government within the prescribed time.

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s Y. R. Doshi & Associates, Cost Accountants, Mumbai (Firm Registration No. 000286) as the Cost Auditors of the Company to audit the cost records for the financial year 2024-25. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration payable for FY 2024-25 is listed as Item No. 5 of the AGM Notice as an Ordinary Resolution.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Kartik Shah of M/s. Ks & Associates - Company Secretaries, Mumbai (Certificate of Practice Number 5163) to undertake the Secretarial Audit of the Company for the FY 2023-24. Further, the report of the Secretarial Auditor for the FY 2023-24 is appended as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 "OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT":

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act. Therefore, the details of same are not provided herein.

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. 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 review section of the Management Discussion and Analysis of this Annual Report.

INVESTMENTS:

Particular 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"):

AH transactions with related parties (incLuding material transactions) during the FY 2023-24 were reviewed and approved by the Audit Committee and were at arm's length and in the ordinary course of business. Prior omnibus approval was obtained for RPTs which were of repetitive nature, in the ordinary course of business and on an arm's length basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on a quarterly basis.

In line with the requirements of the Act, read with the amended Listing Regulations, the Company revised its Policy on Related Party Transactions and the same is available on its website at https://www.flneorganics.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.

None of the transactions with related parties fall under the scope of Section 188 (1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is not applicable to the Company for the FY 2023-24 and hence, does not form part of this report. Details of the related party transactions are given in the notes to the flnancial statements.

Details of RPTs entered into by the Company, in terms of Ind AS-24 are disclosed in notes to the standalone/consolidated flnancial statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Your 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 FY 2023-24 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as "Annexure B" to this Report.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for FY 202324 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

ANNUAL RETURN:

As per the requirements of Section 92 (3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return for the FY 2023-24 is made available on 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 C" 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, forms an integral part of this report. 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. Members 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 and other applicable provisions of the Listing Regulations, a separate report on Corporate Governance along with the Certificate of Compliance from the Practicing Company Secretary 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 FY 2023-24 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 principies 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 as well as at all plant locations. The Committee 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 FY 2023-24.

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 D" 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 between the end of the financial year to which these financial statements 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:

There are no significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company's operations in future.

OTHER DISCLOSURES:

a. There 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.

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

c. 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.