Dear Members,
Your directors are pleased to present the Board?s Report as a part
of the 23rd Annual Report of Fineotex Chemical Limited (“the Company”
or “FCL”), together with the Audited Financial Statements (Standalone and
Consolidated) and the Auditors? Report thereon for the financial year ended 31st
March 2026.
1. FINANCIAL HIGHLIGHTS
The Company?s financial performance for the financial year ended
31st March 2026 are summarized below:
(Rs. in Lakhs)
|
Standalone |
Consolidated |
|
FY2025-26 |
FY2024-25 |
FY2025-26 |
FY2024-25 |
| Total Income |
43,796.71 |
46,670.72 |
80,529.56 |
55,763.95 |
| Less: Expenditure |
32,451.72 |
34,129.19 |
65,226.29 |
41,639.63 |
| Profits before Tax |
11,344.99 |
12,541.53 |
15,303.27 |
14,124.32 |
| Less: Income Tax Expense |
2,156.03 |
2,818.86 |
2,801.76 |
3,203.05 |
| Profit after Tax |
9,188.96 |
9,722.67 |
12,501.51 |
10,920.82 |
| Other Comprehensive Income (net of tax) |
23.01 |
(1.94) |
23.01 |
(1.94) |
| Total Comprehensive Income |
9,211.97 |
9,720.73 |
12,524.52 |
10,918.88 |
Attributable to |
|
|
|
|
| a. Owners of the Company |
9,211.97 |
9,720.73 |
10,893.23 |
10,818.83 |
| b. Non Controlling Interest |
Nil |
Nil |
1,626.29 |
100.05 |
i) Financial Performance - Standalone:
On Standalone basis the topline has remains stagnant to Rs. 39,687.83
lakhs for the year ended 31st March, 2026. The Profit after Tax for the financial year
2025-26 remains Rs. 9,188.96 Lakhs.
ii) Financial Performance - Consolidated
The Company?s topline increased by 44.79% over previous year to
Rs. 77,222.56 lakhs on Consolidated basis. The Profit after Tax (PAT) for the current year
is Rs. 12,501.51 Lakhs against the profit of Rs. 10,920.82 Lakhs in the previous year
showing an accelerated growth of 14.50%.
2. DIVIDEND
For the FY 2025-26, the Board has recommended a final dividend of Rs.
0.05 per equity share having face value of Rs. 1 each for the financial year ended 31st
March 2026 at a total payout of Rs. 582.25 Lakhs. The dividend will be paid out of the
profits for the year.
The final dividend on equity shares is subject to the approval of the
Shareholders at the Annual General Meeting (‘AGM?) scheduled to be held on
Friday, September 11, 2026 and will be paid, only in electronic form, withing 30 days from
the date of approval of the members of the company as per the relevant provisions of the
Companies Act, 2013 (hereinafter referred to as ‘Act?).
The Record Date fixed for determining entitlement of Members to final
dividend for the financial year ended March 31, 2026, if approved at the AGM, is Friday,
September 04, 2026.
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”), the Board of the Company has formulated and adopted the
Dividend Distribution Policy. The policy is available on the website of the Company at https://fineotex.com/wp-content/uploads/2021/08/Dividend-
Distribution-Policy.pdf
Pursuant to the provisions of the Income-tax Act, 1961, the dividend
paid or distributed by a Company shall be taxable in the hands of the shareholders.
Accordingly, in compliance with the said provisions, your Company shall make the payment
of the dividend after the necessary deduction of tax at source at the prescribed rates,
wherever applicable. For the prescribed rates for various categories, the shareholders are
requested to refer to the Income Tax Act, 1961 and amendments thereof.
3. RESERVES AND SURPLUS
The Board of Directors has decided to retain the entire amount of
profit for the FY2025-26 in the statement of profit and loss. During the financial year
2025-26, the Company has not transferred any amount to the General Reserve.
4. OPERATIONAL PERFORMANCE
During the financial year under review, the Company delivered a
commendable performance on a consolidated basis, demonstrating resilience, operational
excellence, and the successful execution of its growth strategy across business verticals.
Over the years, Fineotex have built strong capabilities across textile
specialty, FMCG and hygiene chemicals and are now strategically expanding into the
high-growth adjacent business vertical, including Oil & Gas and water treatment
chemical.
A significant milestone during the year was the commencement of
operations at the Company?s new state-of-the-art manufacturing facility at Ambernath.
The new facility has been established with advanced manufacturing capabilities and modern
infrastructure to support the Company?s growth plans and increasing customer demand.
The first phase of the new facility has increased the Company?s production capacity
by 15,000 metric tonnes per annum, thereby significantly strengthening its manufacturing
capabilities and operational flexibility.
The commissioning of the Ambernath facility reflects the Company?s
commitment to capacity expansion, technological advancement, and long-term sustainable
growth. The additional capacity will enable the Company to cater to a broader customer
base, support the introduction of new products, and capitalize on emerging opportunities
across its business verticals. The Board believes that this strategic investment will
further strengthen the Company?s competitive position and contribute significantly to
its future growth and profitability.
In December 2025, Fineotex acquired stake in CrudeChem
Technologies LLC (“CCT”) Group, a US-based specialty oilfield chemical
manufacturer focused on advanced chemical fluids, additives and comprehensive solutions
for the global Oil & Gas sector. This acquisition marked a significant step in
company?s strategic expansion into high-value specialty chemical segment, further
strengthening our position as a diversified global specialty chemicals company.
Awards & Recognition:
• Fineotex was honoured with the Business Excellence Award 2025
in the Chemicals (SME) category by Dun & Bradstreet.
• The management is thrilled to inform that Company has been
certified as “Great Place to Work” for the 4th consecutive time.
• During the year the Credit Rating of the company has been
reaffirmed by the ICRA i.e. long-term rating ICRA A+ Positive (pronounced ICRA A
Plus Positive) and short-term rating ICRA A1+ (pronounced ICRA A One Plus).
• Our Executive Director, Ms. Aarti Jhunjhunwala, has been felicitated
by textile commissioner India and Bharat Merchants? Chamber for her outstanding
contribution to the growth and modernization of the textile chemical sector.
5. ISSUE OF EQUITY SHARES AND CONVERTIBLE WARRANTS
ON PREFERENTIAL BASIS
a) Preferential Issue of Equity Shares and
Convertible Warrants (Issue Size Rs. 81.14 crores)
Pursuant to the approval of the Board at its meeting held on 16th
February, 2024 and approval of the Members of Company obtained via Special Resolution at
their Extraordinary General Meeting (‘EGM?) held on 09th March, 2024, the
company on May 22, 2024 had allotted 9,70,000 Equity Shares of ? 2/- each, at a price of
Rs. 346/- (Rupees Three Hundred and Forty-Six only) per equity share to the certain other
identified persons by way of preferential issue and upon receipt of 25% of the issue price
per warrant (i.e. ? 86.5 per warrant) as upfront payment (“Warrant Subscription
Price”), the Company had allotted 26,26,600 convertible warrants, on preferential
basis to the Promoters of the Company and certain identified persons, at a price of Rs.
346 each payable in cash (“Warrant Issue Price”).
Each warrant, so allotted, is convertible into one fully paid- up
equity share of the Company having face value of ? 2 each in accordance with the
provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, on payment of the balance consideration of ? 259.50 per
warrant (“Warrant Exercise Price”), being 75% of the issue price per warrant
from the Allottees pursuant to exercise of conversion option against each such warrant,
within 18 months from the date of allotment of warrants.
During the financial year 2025-26, the Company has allotted 1,37,50,000
equity shares of face value of Rs. 1/- each at an issue price of Rs. 34.60/- each
(including a premium of Rs. 33.60/- each), consequent upon the conversion of 13,75,000
Warrants issued at an Issue Price of Rs. 346/-each, to the persons/entities belonging to
“Promoter and Non-Promoter Category”, on preferential basis, upon receipt of
balance amount aggregating to Rs. 35,68,12,500/- at the rate of Rs. 259.50/- per warrant
(being 75% of the issue price per warrant) from the allottees pursuant to the exercise of
their rights of conversion into equity shares.
There were no outstanding warrants convertible into equity shares as on
31st March 2026.
b) Preferential Issue of Equity Shares and
Convertible Warrants (Issue Size Rs. 126.35 crores)
Pursuant to the approval of the Board at its meeting held on 01st June,
2024 and approval of the Members of Company obtained via Special Resolution at their
Extraordinary General Meeting (‘EGM?) held on 27th June, 2024, the company on
19th July, 2024 had allotted 28,15,049 Equity Shares of ? 2/- each, at a price of Rs.
387.40/- (Rupees Three Hundred Eighty-Seven and Forty Paise only) per equity share to the
certain other identified persons/entities by way of preferential issue and upon receipt of
25% of the issue price per warrant (i.e. ? 96.85 per warrant) as upfront payment
(“Warrant Subscription Price”), the Company had allotted 28,15,049 convertible
warrants, on preferential basis to the certain identified persons/entities, at a price of
Rs. 387.40 each payable in cash (“Warrant Issue Price”).
Each warrant, so allotted, is convertible into one fully paid- up
equity share of the Company having face value of ? 2 each in accordance with the
provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, on payment of the balance consideration of ? 290.55 per
warrant (“Warrant Exercise Price”), being 75% of the issue price per warrant
from the Allottees pursuant to exercise of conversion option against each such warrant,
within 18 months from the date of allotment of warrants.
During the financial year 2025-26, the Company has allotted 50,00,000
equity shares of face value of Rs. 1/- each at an issue price of Rs. 38.74/- each
(including a premium of Rs. 37.74/- each), consequent upon the conversion of 5,00,000
Warrants issued at an Issue Price of Rs. 387.40/- each, to the persons/entities belonging
to “Non-Promoter Category”, on preferential basis, upon receipt of balance
amount aggregating to Rs. 14,52,75,000/- at the rate of Rs. 290.55/- (Rupees Two Hundred
Ninety and Fifty-Five Paise Only) per warrant (being 75% of the issue price per warrant)
from the allottees pursuant to the exercise of their rights of conversion into equity
shares.
There were no outstanding warrants convertible into equity shares as on
31st March 2026.
6. SHARE CAPITAL
The paid-up share capital of the Company at the beginning of the
financial year was Rs. 2291.50 Lakhs consisting of 11,45,75,090 equity shares of Rs. 2
each.
During the financial year 2025-26, the Company increased its authorised
share capital from Rs. 28,00,00,000/- (Rupees Twenty-Eight Crores) consisting of
14,00,00,000 equity shares of face value of Rs. 2 each to Rs. 120,00,00,000/- (Rupees One
Hundred and Twenty Crores) consisting of 60,00,00,000 equity shares of face value of Rs.
2/- each.
Sub-Division/ Split of Equity Shares
The Board of Directors of your Company in their meeting held on 27th
September, 2025 approved and recommended, the sub- division/ split of equity shares of
your Company, such that 1 (one) equity share having face value of Rs. 2/- (Rupees Two
only) each, fully paid-up, sub-divided into 2 (two) equity shares having face value of Rs.
1/- (Rupee One only) each, fully paid-up. Further, the members vide resolution passed in
their Extra-ordinary General Meeting held on 25th October, 2025 approved the said
sub-division/split of equity shares and consequential alteration in the existing Capital
Clause of the Memorandum of Association (MOA) of your Company. After the requisite
approvals of the Stock Exchanges i.e. BSE and NSE and the depositories i.e. NSDL and CDSL,
new ISIN was allotted to your Company. The change in face value of the shares reflected on
the share price at the Stock Exchanges where your Company is listed (BSE and NSE)
effective from 31st October, 2025 i.e. Record date for the purpose of sub-division/ split
of equity shares of your Company.
Bonus Issue of Equity Shares
The Board of Directors of your Company in their meeting held on 27th
September, 2025 approved and recommended, Issue of Bonus Shares of your Company in the
proportion of 4:1 i.e. 4 (Four) bonus equity share of Rs. 1/- (Rupees One) each for every
existing 1 (One) equity share of Rs. 1/- (Rupees One Only) each, fully paid-up. Further,
the members vide resolution passed in their Extra-ordinary General Meeting held on 25th
October, 2025 approved the said Bonus Issue of equity shares. On 03rd November, 2025
allotment were made for 91,66,00,720 bonus equity shares of face value of Rs. 1/- (Rupees
One only) each, (post giving effect of stock split) in the ratio of 4:1 to all eligible
shareholders holding shares on record date i.e. 31st October, 2025.
Conversion of Warrants into Equity Shares
a. The company has allotted the 1,37,50,000 equity shares of Rs. 1/-
(Rupees One only) each of the Company on 21st November, 2025 towards conversion of
warrants issued on preferential basis.
b. The company has allotted the 50,00,000 equity shares of Rs. 1/-
(Rupees One only) each of the Company on 17th January, 2026 towards conversion of warrants
issued on preferential basis.
As a result of the above, the paid-up capital of the Company as at the
end of the financial year increased to Rs. 116.45 Crores consisting of 116,45,00,900
equity shares of face value of Rs. 1/- each.
7. EMPLOYEES SHARE OPTION SCHEME 2020
Your Company has adopted the Fineotex Chemical Limited- Employee Stock
Option Scheme (“FCL-ESOP 2020”) for granting options to eligible employees of
your Company as approved by the Members of your Company at the 17th Annual General Meeting
held on 29th September 2020.
During the financial year 2025-26, the company has made a fresh grant
of 58,797 options as per the scheme.
A certificate from the Secretarial Auditor of the Company, confirming
that the aforesaid scheme has been implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
will be open for inspection at the 23rd Annual General Meeting of the Company.
8. SUBSIDIARIES / ASSOCIATES / JOINT VENTURE
The Company does not have any associate or joint venture company. The
following Companies are subsidiaries of the company as on 31st March 2026.
| SN. Name of the Subsidiary
Companies |
Type |
Indian Subsidiary |
|
| 1 FSPL Specialities Private Limited |
Wholly Owned Subsidiary |
| 2 Manya Manufacturing India Private Limited |
Wholly Owned Subsidiary |
| 3 Finoclean Specialities Private Limited |
Wholly Owned Subsidiary |
Foreign Subsidiary |
|
| 4 Fineotex Malaysia Limited (In Malaysia) |
Wholly Owned Subsidiary |
| 5 BT Biotex SDN BHD (In Malaysia) |
Step down Subsidiary in which the Company
holds equity through its Wholly Owned Subsidiary Company i.e. Fineotex Malaysia Limited |
| 6 BT Chemicals SDN BHD (In Malaysia) |
|
| 7 Rovatex SDN BHD (In Malaysia) |
|
| 8 BT Biotex Limited (In UAE) |
Step down Wholly Owned Subsidiary in which
the Company holds 100% equity through its Wholly Owned Subsidiary Company i.e. Fineotex
Malaysia Limited |
| 9 Fineotex Biotex Healthguard FZE (In UAE) |
Wholly Owned Subsidiary |
| 10 CrudeChem Technology LLC |
Step down Subsidiary in which the Company |
| 11 Frackmex Equipment and Services LLC |
holds 53.33% each equity through its Wholly
Owned |
| 12 Lonestar Technoboost LLC |
Subsidiary Company i.e. Fineotex Biotex
Healthguard FZE. |
| 13 Oil Pro Advantage INC |
|
On December 4, 2025, Fineotex Biotex Healthguard FZE, a
direct wholly-owned foreign subsidiary of the Company incorporated in the United Arab
Emirates, entered into an Equity Purchase Agreement with CrudeChem Technology LLC,
FrackMex Equipment and Services LLC, Oil Pro Advantage Inc., and Lonestar Technoboost LLC
(collectively referred to as the “CCT Group”) for the acquisition of 53.33%
equity stake in each of the CCT Group companies.
The acquisition represents a strategic investment by the Company aimed
at strengthening its presence in high-growth specialty chemical segments, enhancing
operational synergies, and improving overall management efficiency across the Fineotex and
the CCT Group. Pursuant to the completion of the acquisition, the CCT Group companies
became step-down foreign subsidiaries of the Company.
• Names of the Companies which become or ceased to be its
Subsidiaries, Joint Ventures or Associates during the financial year 2025-26:
During the financial year 2025-26, the following companies have become
subsidiaries of the Company. Other than these no company has become Joint Ventures or
Associates during the financial year 2025-26:
| SN. Name of Subsidiaries |
Place of Incorporation |
Type |
Date of Becoming Subsidiary |
| 1 CrudeChem Technology LLC |
Texas, USA |
Step down subsidiary in which the Company
holds 53.33% each equity through its Wholly Owned Subsidiary Company i.e. Fineotex Biotex
Healthguard FZE. |
09th December, 2025 |
| 2 Frackmex Equipment and Services LLC |
|
|
|
| 3 Lonestar Technoboost LLC |
|
|
|
| 4 Oil Pro Advantage INC |
|
|
|
• Material subsidiary
During the financial year 2025-26, the BT Chemicals SDN BHD was
material subsidiary pursuant to Regulation 16 of SEBI Listing Regulations. The Company has
formulated a policy for determining material subsidiaries. The Policy is available on the
website of the Company at https://fineotex.
com/wp-content/uploads/2022/01/Policv-for-Determining- Material-Subsidiarv.pdf.
9. PERFORMANCE OF SUBSIDIARY COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the
salient features of the financial statements of the subsidiary companies is given in Form
AOC-1 forms a part of the financial statements and is included in this Annual Report.
Further, in accordance with the provisions of Section 136 of the Act,
the standalone and consolidated financial statements of the Company for the financial year
ended March 31, 2026, together with the audited financial statements and other relevant
documents pertaining to its subsidiaries, are available on the Company?s website at www.fineotex.com
for inspection by the members.
10. CREDIT RATING
The borrowings of the Company are very minimal. The Company obtains
Credit Rating of its various credit facilities and instruments from ICRA Limited
(“ICRA”). During the year, ICRA has reaffirmed their ratings on the bank
facilities of the Company. The Long-term ratings have been reaffirmed to ICRA A+ Positive
(pronounced ICRA A plus Positive) and short-term ratings reaffirmed to ICRA A1+
(pronounced ICRA A one plus) after careful consideration by the Rating Committee at ICRA.
11. CAPITAL EXPENDITURE
The Company continues to maintain a strong financial position and
remains substantially debt-free. The financial performance during the year has further
strengthened the Company?s balance sheet, supported by sustained profitability and
healthy cash flows from operations.
Any borrowings availed during the year were primarily for shortterm
working capital and operational requirements, enabling the Company to efficiently manage
liquidity without disrupting its investment portfolio. The Company continues to follow a
prudent financial management approach while maintaining adequate liquidity to support its
business operations and growth initiatives.
During the financial year under review, the Company made substantial
capital investments amounting to Rs. 1,538.77 Lakhs in fixed assets. These investments
were undertaken to enhance manufacturing infrastructure, increase production capacity,
improve operational efficiencies, and support the Company?s long-term growth
strategy. The expanded manufacturing capabilities are expected to position the Company
favourably to meet growing customer demand and capitalize on future business
opportunities.
12. MAJOR CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
AFTER THE YEAR END AND TILL THE DATE OF THIS REPORT
There were no material changes and commitments that occurred after the
close of the year till the date of this Report, which affected the financial position of
the Company.
During the year under review, there was no change in the nature of the
business of the Company.
13. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR
ADEQUACY
The Company has maintained adequate internal financial controls
commensurate with the size, scale, and complexity of its operations. These controls are
operating effectively and are designed to provide reasonable assurance regarding the
orderly and efficient conduct of business, safeguarding of assets, prevention and
detection of frauds and errors, accuracy and completeness of accounting records,
reliability of financial reporting, and compliance with applicable laws, regulations, and
internal policies.
The Company?s internal control framework ensures robust accounting
controls, efficient operational processes, optimal utilization of resources, protection of
tangible and intangible assets, and timely preparation of reliable financial information.
The Audit Committee regularly interacts with the Internal Auditors,
Statutory Auditors, and members of the senior management team responsible for finance and
operations. The Committee periodically reviews the adequacy and effectiveness of the
internal control systems and recommends improvements wherever necessary. It also monitors
the Company?s budgetary controls, cost management processes, accounting controls,
risk mitigation measures, and physical verification procedures to ensure continuous
strengthening of the control environment.
Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Board is
of the opinion that the Company has adequate internal financial controls with reference to
financial statements and that such controls were operating effectively during the
financial year under review. During the year, the effectiveness of these controls was
assessed and reviewed, and no material weakness or significant deficiency was identified.
14. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the year ended
31st March 2026, have been prepared in accordance with the Indian Accounting Standards
(IND AS) 110 - “Consolidated Financial Statements” as notified by Ministry of
Corporate Affairs and as per the general instructions for preparation of Consolidated
Financial Statements given in Schedule III and other applicable provisions of the Act, and
in compliance with the SEBI Listing Regulations. The financial statements of the
subsidiaries and the related detailed information will be made available to the
shareholders of the Company seeking such information.
The Audited Consolidated Financial Statements along with the
Auditors? Report thereon forms part of this Annual Report.
15. PUBLIC DEPOSITS, LOANS AND ADVANCES
During the financial year 2025-26, the Company has not accepted any
deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore
the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014,
is not applicable to the Company.
16. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(3) ofthe Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, on the financial
statements and operational performance of the Company as prescribed under Schedule V, is
annexed to this report as “Annexure - 1”. This inter-alia gives details
of the overall industry structure, economic developments, performance and state of affairs
of your Company?s business, risks and concerns and material developments during the
financial year under review.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO
The particulars on conservation of energy, technology absorption and
foreign exchange earnings and outgo as required pursuant to the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, annexed to this report as “Annexure - 2”.
18. NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adopted a Nomination and
Remuneration Policy for Directors, Key Managerial Personnel and Senior Management
Personnel. The Policy, as amended from time to time, lays down the guiding principles for
appointment, remuneration, succession planning, and performance evaluation of Directors,
Key Managerial Personnel and Senior Management Personnel. It also incorporates the
criteria for determining qualifications, positive attributes, integrity and independence
of Directors, while promoting an appropriate balance of skills, experience, diversity and
expertise on the Board.
The Nomination and Remuneration Policy annexed to this Report as “Annexure
- 3” and also available on the website of the company at https://fineotex.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policv.pdf.
19. BOARD DIVERSITY
The Company firmly believes that an appropriately diversified Board is
fundamental to effective governance and sustainable value creation. A diverse Board brings
together individuals with varied skills, professional expertise, industry experience,
perspectives, gender, age, and backgrounds, thereby enabling balanced decision-making and
fostering a culture of innovation and accountability.
The Company recognizes that diversity at the Board level enhances the
quality of deliberations, strengthens oversight functions, facilitates constructive
challenge of management proposals, and supports the formulation of robust business
strategies. A well-balanced Board also contributes to improved stakeholder engagement,
enhanced corporate reputation, and adherence to the highest standards of governance and
ethical conduct.
In line with its commitment to maintaining a high-performing Board, the
Company seeks to ensure an optimal mix of competencies, experience, and diversity while
considering appointments and succession planning. The Board periodically reviews its
composition to ensure that it continues to possess the requisite balance of skills,
knowledge, independence, and diversity necessary to effectively discharge its
responsibilities and support the Company?s long-term strategic objectives.
The Company?s approach to Board diversity is embedded within its
Nomination and Remuneration Policy, which is framed in accordance with the provisions of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy is available on the website of the company at https://fineotex.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policv.pdf.
20. REMUNERATION OF DIRECTORS, MANAGERIAL
PERSONNEL, SENIOR MANAGEMENT AND EMPLOYEES
The disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 annexed to
this report as “Annexure - 4”.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the Annual Report is being sent to the Members excluding the statement containing
particulars of employees required under Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said statement is
available for inspection by the Members at the Registered Office of the Company during
business hours on all working days for a period of 21 days preceding the Annual General
Meeting and up to the date of the Annual General Meeting.
Any Member interested in obtaining a copy of the aforesaid statement
may write to the Company Secretary of the Company, quoting their Folio Number/DP ID and
Client ID, and the same shall be furnished upon request in accordance with the applicable
provisions of the Act.
21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
During the year under review, no loans and advances was granted to
firm/companies in which directors are interested that would attract the provisions of
Section 185 of the Act, other than its subsidiaries for business purpose.
The Company has made further investment by subscribing shares issued by
its WOS i.e. Fineotex Biotex Healthguard FZE. On December 4, 2025, Fineotex Biotex
Healthguard FZE, a direct wholly-owned foreign subsidiary of the Company incorporated in
the United Arab Emirates, entered into an Equity Purchase Agreement with CrudeChem
Technology LLC, FrackMex Equipment and Services LLC, Oil Pro Advantage Inc., and Lonestar
Technoboost LLC (collectively referred to as the “CCT Group”) for the
acquisition of 53.33% equity stake in each of the CCT Group companies.
The details of loans granted, guarantee given, and investments made
during the year under review, covered under the provisions of Section 186 of the Act, are
provided in the notes to the financial statements of the Company forming part of this
Annual Report.</p>
22. RELATED PARTY TRANSACTIONS
The Company has Policy on dealing with the related party transactions.
The Audit Committee reviews this policy periodically and also reviews and approves all
related party transactions, to ensure that they are in line with the provisions of
applicable law and the Policy.
The Audit Committee approves the related party transactions and
wherever it is not possible to estimate the value, approves limit for the financial year,
based on best estimates.
The related party transactions that were entered into by the Company
during the financial year 2025-26, were on an arm?s length basis. The disclosure
under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is annexed to
this report as “Annexure - 5”.
The details of the transaction with related parties during financial
year 2025-26 are provided in the accompanying financial statements.
The Policy on dealing with related party transactions as approved by
the Board in terms of Regulation 23 of the SEBI Listing Regulations is available on the
website of the Company at https://
fmeotex.com/wp-content/uploads/2026/06/RPT-Policy.pdf.
23. CORPORATE SOCIAL RESPONSIBILITY
A Corporate Social Responsibility (“CSR”) Committee has been
constituted in accordance with Section 135 of the Companies Act. The details required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, with
respect to the CSR Committee and an Annual Report on CSR activities undertaken during the
financial year ended March 31, 2026 are annexed to this report as “Annexure - 6”.
The CSR Policy is available on the website of the Company at https://fineotex.com/wp-content/uploads/2025/07/Corporate-
Social-Responsibilitv-Policv.pdf.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Composition
The Board of the Company contains an optimum combination of Executive
and Non-Executive Directors. As on March 31,2026, it comprises of 7 (Seven) Directors,
viz. 4 (Four) Non-Executive Independent Directors including a Woman Independent Director
and 3 (three) Executive Directors. The position of the Chairman of the Board and the
Managing Director are held by the Executive Director. The profile of all the Directors can
be accessed on the Company?s website at www.fineotex.com.
None of the Directors of the Company have incurred any disqualification
under Section 164(1) & 164(2) of the Act. During the year under review, the Board has
accepted the recommendations of the Committees of the board.
The details of the Board composition including names of Directors and
composition of Committees are provided separately in the Corporate Governance Report.
b) Changes in Board Composition and Key Managerial
Personnel
During the year under review, the following changes occurred in the
composition of the Board of Directors of the Company:
a. Mr. Surendrakumar Tibrewala (DIN: 00218394) was re-appointed as the
Chairman and Managing Director of the Company, for a period of five (5) consecutive years
with effect from 01st October, 2025 to 30th September 2030 by means of passing Special
Resolutions of the Members at the 22nd AGM of the Company held on 19th September, 2025.
b. Mr. Sanjay Tibrewala (DIN: 00218525) was reappointed as the
Whole-Time Director of the Company, for a period of five (5) consecutive years with effect
from 01st October, 2025 to 30th September 2030 by means of passing Special Resolutions of
the Members at the 22nd AGM of the Company held on 19th September, 2025.
c. Mrs. Bindu Darshan Shah (DIN: 07131459) was reappointed as
Non-Executive Independent Director of the Company, not liable to retire by rotation, for a
second term of 5 (five) consecutive years with effect from 14th July, 2025 to 13th July,
2030 by means of passing Special Resolutions of the Members at the 22nd AGM of the Company
held on 19th September, 2025.
d. Mr. Sunil Vasant Waghmare (DIN: 08906042) was re-appointed as
Non-Executive Independent Director of the Company, not liable to retire by rotation, for a
second term of 5 (five) consecutive years with effect from 31st October, 2025 to 30th
October, 2030 by means of passing Special Resolutions of the Members at the 22nd AGM of
the Company held on 19th September, 2025.
e. Based on the recommendation of the Nomination & Remuneration
Committee, the board has appointed Mr. Chetan Navinchandra Shah (DIN: 08038633) as an
Independent Director of the Company for a term of 5 (Five) consecutive years w.e.f. 12th
August 2025. The Shareholders of the Company approved the said appointment with an
overwhelming majority at the 22nd AGM of the Company held on 19th September, 2025.
f. Mr. Navin Mittal (DIN: 03555295) has ceased to be an Independent
Director of the Company upon completion of his second and final term as an Independent
Director and consequently ceased to be a Director of the Company w.e.f. the close of
business hours on 27th September 2025. The Board places on record its deep appreciation
for the contributions of Mr. Navin Mittal during his tenure as an Independent Director of
the Company.
There were no changes in the Key Managerial Personnel of your Company
during the financial year 2025-26.
c) Director retiring by rotation
Pursuant to the provisions of the Companies Act, 2013 the Members of
the Company at the 22nd AGM held on 19th September 2025, re-appointed Mrs. Aarti Mitesh
Jhunjhunwala (DIN: 07759722) Director of the Company, who was liable to retire by
rotation.
In accordance with the provisions of the Act, Mrs. Aarti Mitesh
Jhunjhunwala (DIN: 07759722), Executive Director retires from the Board by rotation and
being eligible and offers herself for re-appointment. The Board recommends the said
re-appointment at the 23rd AGM.
Further, the brief resume and other details relating to the Director
seeking appointment or re-appointment, as stipulated under Regulation 36 of the SEBI
Listing Regulations and Secretarial Standard 2, are provided in the Notice convening the
ensuing AGM.
None of the directors of your company is disqualified under the
provisions of Section 164(2) of the Act. A certificate dated August 17, 2026 received
from, Mr. Hemant Shetye, Designated Partner of M/s. HSPN & Associates, Company
Secretary in Practice (CP No: 1483) certifying that none of the Directors on the Board of
the Company has been debarred or disqualified from being appointed or continuing as
directors of companies by Securities and Exchange Board of India
(“SEBI”)/Ministry of Corporate Affairs or any such statutory authority is
annexed to the Corporate Governance Report.
25. DECLARATION OF INDEPENDENT DIRECTORS
During the financial year 2025-26, all the Independent Directors of the
Company has given declarations regarding their Independence to the Board as stipulated in
Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI
Listing Regulations
In the opinion of the Board, all the Independent Directors fulfil the
conditions specified in the Act with regard to integrity, expertise and experience
(including the proficiency) of an Independent Director and are independent of the
management.
26. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS
The Company has conducted Familiarization Programme for Independent
Directors to enable them to understand their roles, rights and responsibilities and
proactively keeps them informed of the activities of the Company, its management and
operations and provides an overall industry perspective as well as issues being faced by
the industry. Company?s policy on the familiarization program for the independent
directors as well as details of familiarization programme imparted during the year is
available on the Company?s website at https://fineotex.com/wp-content/
uploads/2026/02/FCL-Familiarization-Programme 2025-26.pdf.
27. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Independent Directors at their meeting have evaluated the performance of
Non-Independent Directors after considering the views of the Executive and Non-Executive
Directors, Board as a whole and assessed the quality, quantity, and timeliness of flow of
information between the Company?s Management and the Board.
The board, upon the recommendation of the Nomination and Remuneration
Committee and as per the criteria and manner provided for the annual evaluation of each
member of the Board and its Committees, the board has evaluated the performance of the
entire Board, its Committees, and individual directors. During the financial year 2025-26,
all the members of the Board and its Committees met the criteria of performance evaluation
as set out by the Nomination and Remuneration Committee.
The evaluation process focused on various aspects of the Board and
Committees? functioning such as composition of the Board and its Committees,
experience and competencies, performance of specific duties, obligations and governance
issues.
The Board expressed satisfaction with the overall functioning of the
Board and its Committees.
28. AUDITORS AND AUDITORS? REPORT
(i) Statutory Auditors:
M/s. ASL & Co., Chartered Accountants (FRN: 101921W), the Statutory
Auditors of the Company were re-appointed at the 21st AGM held on 10th September 2024 for
the second term of 5 (Five) consecutive years from the conclusion of the 21st AGM till the
conclusion of the 26th AGM to be held for the financial year 2028-29.
The Report given by M/s ASL & Co, Chartered Accountants on the
financial statements of the Company for the financial year 2025-26 is part of the Annual
Report and there is no qualification, reservation, adverse remark, or disclaimer
given by the Auditors in their Reports. The Auditors of the Company
have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.
(ii) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations, M/s HSPN & Associates LLP, Practicing
Company Secretaries (ICSI Unique Code L2021MH011400), has been appointed as Secretarial
Auditor of the Company for the term of 5 (Five) consecutive years at 22nd Annual General
Meeting held on 19th September, 2025 to hold office for a term of 5 (Five) consecutive
years, i.e. from financial year 2025-26 to financial year 2029-30.
The Secretarial Audit Report, pursuant to Section 204(1) of the Act for
the financial year ended 31st March 2026, is annexed to this Report as “Annexure -
7” and forms part of this Report. There is no qualification, reservation, adverse
remark, or disclaimer given by the Secretarial Auditor in their Reports.
The Company has undertaken an Annual Secretarial Compliance Audit for
the financial year 2025-26 pursuant to Regulation 24A (2) of the SEBI Listing Regulations.
The Annual Secretarial Compliance Report for the financial year ended 31st March, 2026 has
been submitted to the Stock Exchanges and the said report may be accessed on the
Company?s website at the link https://fineotex.com/ secretarial-compliance-report/.
During the year, the Company has complied with the applicable corporate
governance requirements as prescribed under the SEBI Listing Regulations with respect to
its material subsidiaries. Therefore, the Secretarial Audit of the Material Subsidiary
viz. FSPL Specialities Private Limited (“FSPL”), was carried out by M/s. HSPN
& Associates, Company Secretaries, Mumbai in terms of Regulation 24A of the Listing
Regulations and a copy of the said report is annexed to this Board Report along with the Annexure
- 7. The Secretarial Audit Report of FSPL does not contain any qualification,
reservation, adverse remark or disclaimer.
(iii) Cost Auditors:
M/s V J Talati & Co, Cost Accountant, the Cost Auditor of the
Company submitted the Cost Audit Report for the year 2024-25 within the time limit
prescribed under the Act and Rules made thereunder.
During the Period under review, pursuant to Section 148 of the Act read
with the Rules framed thereunder, the Board has re-appointed M/s. V J Talati & Co,
Cost Accountants, to conduct an audit of the cost records of the Company for the financial
year 2025-26.
Pursuant to Section 148 of the Act, read with the rules framed
thereunder, the Board at its meeting held on 15th May,
2026 upon the recommendation of the Audit Committee, re-appointed M/s.
V J Talati & Co., Cost Accountants, as the Cost Auditor of the Company to conduct the
audit of the cost records of the Company for the financial year 2026-27. The Company has
received the necessary consent from M/s. V J Talati & Co to act as the Cost Auditor of
the Company for the financial year 2026-27 along with the certificate confirming that his
appointment would be within the applicable limits.
Further, pursuant to Section 148 of the Act, read with the rules framed
thereunder, the remuneration payable to Cost Auditor for the financial year 2026-27 is
required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an
ordinary resolution seeking approval of members for ratification of payment of
remuneration payable to the Cost Auditor is included in the Notice convening the ensuing
AGM of the Company.
29. BOARD MEETINGS
The Board met 7 (Seven) times during the financial year 202526. The
dates of meetings of the Board and its Committees and attendance of each of the Directors
thereat are provided separately in the Corporate Governance Report.
The maximum gap between two Board meetings held during the year was not
more than 120 days.
30. MAINTENANCE OF COST RECORDS
The Company is duly maintaining the cost accounts and records as
specified by the Central Government in compliance with Section 148 of the Act.
31. RISK ASSESSMENT AND MANAGEMENT
The Company recognizes that effective risk management is critical in
achieving operational efficiency, financial stability, regulatory compliance and strategic
growth. Accordingly, your company has adopted the policy on Risk Assessment and Management
to identify various kinds of risks in the business of the Company. The Board review the
Policy from time to time and take adequate steps to minimize the risk in business. There
are no such risks, which, in the opinion of the Board, threaten the existence of your
Company. The policy is available at the website of the Company at https://fineotex.com/wp-content/uploads/2023/04/Policy-for-
Risk-Management.pdf.
The Risk Management Committee met twice in a year i.e. on 12th August,
2025 and 13th February, 2026.
32. AUDIT COMMITTEE
The primary objective of the Audit Committee is to monitor and provide
effective supervision of the Management?s financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting.
The Committee comprises of Mr. Chetan Navinchandra Shah (Chairperson),
Mrs. Bindu Darshan Shah, Dr. Sunil Waghmare and Mr. Sanjay Tibrewala. The Committee met 6
(Six) times during the year, the details of which are given in the Corporate Governance
Report of this Annual Report.
During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by the Board.
33. WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company is dedicated to foster an ethical, transparent and
accountable environment in all its business activities. The Company has adopted vigil
mechanism through its whistle blower policy which provides a secure platform for its
employees, directors and stakeholders to report genuine concern about unethical behavior,
fraud and violations of Company?s policies while ensuring protection from
retaliation.
The Company has formulated a Vigil Mechanism/ Whistle Blower Policy in
terms of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations for the
employees to report their grievances / concerns about instances of unethical behavior,
actual or suspected fraud or violation of Company?s Code of Conduct by means of
protected disclosure to the Chairman of the Audit Committee. The Whistle Blower Policy /
Vigil Mechanism available on the Company?s website at https://fineotex.com/wp-
content/uploads/2021/08/otherFCL-WhistleblowerPolicv.pdf.
34. HUMAN RESOURCES
The Company firmly believes that its human capital is a critical
enabler of sustainable growth, operational excellence and longterm value creation. The
continued development, engagement and well-being of its employees remain integral to the
Company?s business strategy and organizational success. Accordingly, the Company is
committed to fostering an inclusive, collaborative and performance-driven work environment
that empowers employees, encourages innovation and upholds the highest standards of
professional excellence.
As on 31st March, 2026, the Company had a workforce comprising 214
permanent employees and 86 contract workers. Women constituted over 20.56% of the
permanent workforce, reflecting the Company?s continued commitment to diversity,
equity and inclusion and its endeavor to build a balanced and progressive workplace.
The Human Resources function continues to play a strategic role in
attracting, developing and retaining talent by driving initiatives across talent
acquisition, learning and development, leadership development, performance management,
succession planning, employee engagement, compensation and employee well-being. The
Company continues to invest in strengthening organizational capabilities and building a
future-ready workforce equipped to support its evolving business requirements.
The Company?s sustained focus on creating a positive, inclusive
and empowering workplace has been recognized through its certification as a “Great
Place to Work”. This recognition reflects the Company?s unwavering
commitment to fostering a culture founded on trust, respect, collaboration and continuous
improvement. The Board places on record its sincere appreciation for
the dedication, professionalism and invaluable contributions of all employees, whose
collective efforts continue to drive the Company?s growth and success.
35. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE
Your Company is committed to providing a safe, secure, inclusive and
respectful work environment that is free from discrimination, harassment and intimidation.
In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has
constituted an Internal Complaint Committee to effectively address and redress complaints
relating to sexual harassment at the workplace.
A positive workplace environment and great employee experience are
integral parts of its culture. Your Company continues to take various measures to ensure a
workplace free from discrimination and harassment based on gender. The Company educates
its employees as to what may constitute sexual harassment and in the event of any
occurrence of an incident constituting sexual harassment.
During the financial year 2025-26, the Committee submitted its Annual
Report as prescribed in the said Act and there was no complaint as regards sexual
harassment received by the Committee during the year.
The following is a summary of Sexual Harassment complaint(s) received
and disposed off during the financial year 2025-26, pursuant to the POSH Act and Rules
framed thereunder:
| Particulars |
Number |
| Number of complaint(s) of Sexual Harassment
received during financial year 2025-26 |
Nil |
| Number of complaint(s) disposed of during
financial year 2025-26 |
NA |
| Number of cases pending for more than 90 days
(stipulated timeline under POSH) |
NA |
| Number of cases pending as on 31st March 2026 |
NA |
36. DIRECTORS? RESPONSIBILITY STATEMENT
Based on internal financial controls, work performed by Statutory
Auditors, Secretarial Auditors and Cost Auditors with the concurrence of the Audit
Committee, pursuant to Section 134(3) (c) read with Section 135(5) of the Companies Act,
2013 and as per Schedule II Part C (A)(4)(a) of the SEBI Listing Regulations, the Board
states the following:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanations relating to
material departure, if any;
(ii) The Directors have selected suitable accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for that period;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(iv) The Directors have prepared the Annual Accounts on a going concern
basis;
(v) The Directors have laid down proper internal controls were in place
and that the financial controls were adequate and were operating effectively and the
systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively; and
(vi) The Directors have devised systems to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
37. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
draft Annual Return as on 31st March 2026 is available on the website of the Company at
the link https://fineotex.com/investor- relation/.
The annual return uploaded on the website is a draft in nature and the
final annual return shall be uploaded on the website of the Company once the same is filed
with the Ministry of Corporate Affairs after the AGM.
38. CORPORATE GOVERNANCE
The Company is committed to upholding the highest standards of
corporate governance, business ethics, integrity and transparency. The Company?s
governance framework is founded on the principles of accountability, fairness,
responsibility and sustainability, with the objective of creating long-term value for all
stakeholders. The Board and the Management continue to ensure compliance with all
applicable laws, regulations and governance standards while fostering a culture of ethical
business conduct and sound decision-making.
The Company has adopted a Code of Conduct for the Board of Directors
and Senior Management Personnel in accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”). The Company continues to adhere to the highest standards of governance
through effective internal controls, robust risk management practices, regulatory
compliance and transparent disclosures.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations, a separate Report on Corporate Governance, together with the requisite
Management Discussion and Analysis Report, forms part of this Annual Report annexed as
“Annexure - 8”.
A certificate issued by the Statutory Auditors of the Company
confirming compliance with the conditions of Corporate Governance, as prescribed under the
SEBI Listing Regulations, also forms part of this Annual Report.
39. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT
The Business Responsibility and Sustainability Reporting (BRSR) of the
Company for the financial year ended 31st March 2026 as required pursuant to the
Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith as “Annexure
- 9” forming part of this Report and the same is also available on the
Company?s website at www.fineotex.com.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATION IN FUTURE
There are no significant/material orders passed by the Regulators/
Courts/Tribunals which would impact the going concern status of the Company and its future
operations. During the year under review, no Corporate Insolvency Resolution application
was made, or proceeding was initiated, by/against the Company under the provisions of the
Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/proceeding
by/against the Company under the provisions of the Insolvency and Bankruptcy Code 2016 (as
amended) is pending as on 31st March 2026.
41. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Sections 124 and 125 ofthe Companies Act,
2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended (“IEPF Rules”), dividends remaining
unpaid or unclaimed for a period of seven consecutive years from the date of their
transfer to the Unpaid Dividend Account are required to be transferred to the Investor
Education and Protection Fund (“IEPF”) established by the Central Government. In
accordance with the IEPF Rules, the corresponding equity shares in respect of which
dividends remain unclaimed for seven consecutive years or more are also required to be
transferred to the demat account of the IEPF Authority.
In compliance with the aforesaid provisions, the Company has
individually communicated with the concerned shareholders and published the requisite
notices in newspapers, requesting them to claim their unpaid dividends before the due
date. Upon completion of the prescribed statutory process, the Company transferred the
unpaid/unclaimed dividends and the corresponding equity shares to the IEPF Authority.
During the financial year 2025-26, the Company transferred an amount of
Rs. 86,847.40/ pertaining to the unpaid/unclaimed dividend for the financial year 2017-18
to the IEPF. Further, 614 equity shares of 24 Shareholders in respect of which dividends
remained unclaimed for seven consecutive years or more were also transferred to the demat
account of the IEPF Authority in accordance with the provisions of the Act and the IEPF
Rules.
The Shareholders whose unpaid dividends and/or corresponding equity
shares have been transferred to the IEPF may claim the same from the IEPF Authority by
making an online application in e-Form IEPF-5 in accordance with the prescribed procedure.
The dividend declared during the financial year 2018-19, which remains
unpaid or unclaimed, is due for transfer to the IEPF upon completion of the statutory
period of seven years. The due dates for transfer of unpaid/unclaimed dividends to the
IEPF are set out in the Corporate Governance Report forming part of this Annual Report.
The corresponding equity shares in respect of which dividends remain unclaimed for seven
consecutive years shall also be transferred to the demat account of the IEPF Authority in
accordance with the applicable provisions of the Companies Act, 2013 and the IEPF Rules.
Shareholders are therefore requested to claim their unpaid dividends at the earliest to
avoid the transfer of their dividends and corresponding equity shares to the IEPF.
42. LISTING ON STOCK EXCHNAGES
As on 31st March, 2026, the paid-up equity shares capital of the
Company stood at Rs. 116,45,00,900/- comprising 116,45,00,900 equity shares of Rs. 1/-
each.
Out of the above, 115,95,00,900 equity shares were listed and admitted
to trading on the Stock Exchanges as on March 31,2026. The balance 50,00,000 equity shares
duly allotted by the Board on January 17, 2026 pursuant to the conversion of warrants,
were pending for listing and trading approval owing to the completion of the corporate
action with the depositories as on the year-end. Consequently, these shares were included
in the paid-up equity share capital of the Company but were not reflected in the listed
share capital as on March 31,2026. Subsequent to the completion of the requisite corporate
action and receipt of the necessary approvals from the Stock Exchanges and the
depositories, the aforesaid 50,00,000 equity shares were admitted to trading and now form
part of the listed equity share capital of the Company.
43. DEMATERIALISATION OF SHARES
As on 31st March, 2026, 100% of the Company?s paid-up equity share
capital comprising 116,45,00,900 equity shares of Rs. 1/- each was held in dematerialized
form, reflecting the Company?s continued commitment towards promoting a paperless and
efficient securities market.
Out of the total paid-up equity share capital, 115,95,00,900 equity
shares were listed and admitted to trading on the Stock Exchanges as on March 31, 2026.
The balance 50,00,000 equity shares, allotted on January 17, 2026, formed part of the
paid-up equity share capital and were held in dematerialized form.
44. COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year 2025-26, the Company has followed the
applicable Secretarial Standards, with respect to Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of
India.
45. E-VOTING FACILITY AT AGM
In terms of Regulation 44 of SEBI Listing Regulations and in compliance
with the provisions of Section 108 of the Act read with Rule 20 and other applicable
provisions of the Companies (Management and Administration) Rules, 2014 (as amended), the
items of business specified in the Notice convening the 23rd AGM of the Company
shall be transacted through electronic voting system only and for this purpose the Company
is providing e-Voting facility to its? Members whose names will appear in the
register of members as on the cut-off date (fixed for the purpose), for exercising their
right to vote by electronic means through the e-voting platform to be provided by National
Securities Depository Ltd (“NSDL”). The detailed process and guidelines for
e-Voting have been provided in the notice convening the meeting.
46. GREEN INITIATIVE
As a responsible corporate citizen, the Company supports the
‘Green Initiative? undertaken by the Ministry of Corporate Affairs, Government
of India, enabling electronic delivery of documents including the Annual Report etc. to
Members at their e-mail address registered with the Depository Participants
(“DPs”) and RTAs. To support the ‘Green Initiative?, Members who have
not registered their email addresses are requested to register the same with the
Company?s Registrar and Share Transfer Agent (“RTAs”)/ Depositories for
receiving all communications, including Annual Report, Notices, Circulars, etc., from the
Company electronically.
Pursuant to the MCA Circular No. 03/2025 dated 22nd September 2025 and
Regulation 36 of SEBI Listing Regulations, the Annual Report of the Company for the
financial year ending 31st March
2026 including therein the Audited Financial Statements for the
financial year 2025-26, will be sent only by email to the Members who have registered
their email address(es). A letter providing the web-link and QR code, including the exact
path, where complete details of the Annual Report are available will be sent to those
shareholder(s) who have not so registered their email address(es). Further the Company
will send hard copy of the full annual report to shareholders, who request that.
? ACKNOWLEDGEMENT
Your directors wish to place on record their sincere appreciation for
the continued support and cooperation extended to the Company by its bankers, customers,
vendors, suppliers, dealers, investors, business associates, all the stakeholders,
shareholders, various departments of the State and the Central Government and Investors.
The Board recognizes and values the commitment, expertise and
contributions of every member of the Fineotex family, whose efforts remain integral to the
Company?s sustained success.
For and on behalf of the Board of
Directors of |
|
Fineotex Chemical Limited |
|
Sd/- |
Sd/- |
Surendrakumar Tibrewala |
Sanjay Tibrewala |
(Chairman & Managing Director) |
(Executive Director) |
DIN: 00218394 |
DIN: 00218525 |
Place : Mumbai |
|
Dated: August 17, 2026 |
|
|