Camlin Fine Sciences Ltd

To The Members of CAMLIN FINE SCIENCES LIMITED

The Directors hereby present the 33^rd Annual Report of Camlin Fine Sciences Limited (the “Company” or “CFS”) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026. The Consolidated Financial Statements comprise performance of the Company and its subsidiaries and associates.

FY 2025-26 has been a challenging year. US tariff had an impact on the business primarily in the Aroma Products. The steady improvement in the global demand was hampered earlier by the international protectionism and at the end of the year by the Middle East conflict. Though the raw material prices were inelastic for the major part of the year, the lack of traction in the global demand and local competition did had an adverse impact on the margins.

Also refer to our paragraph on Business Overview & Performance in the Management Discussion & Analysis Report Section for more details on performance.

On a consolidated basis, the revenue from continuing operations for FY 2025-26 stood at Rs. 172,330.81 lakh (Previous Year Rs. 162,868.75 lakh). The growth in revenues was attributable to impressive performance in business of Blends and improved volumes & realisations of Aroma Products. The gross margins were impacted in FY 2025-26 due to increased local competition and subdued global demand which stood at 46.47% of revenue in FY 2025-26 (Previous Year 49.44%). Consequently, the operating EBITDA (net of foreign exchange impact and before profit from associate) for FY 2025-26 was Rs. 10,687.88 lakh (Previous Year Rs. 21,604.43 lakh).

Loss from continuing operations before tax (and before exceptional items) was Rs. 818.81 lakh (Previous Year profit of Rs. 7,394.97 lakh). Exceptional items of Rs. 2,546.01 lakh include provision for loan and interest receivable Rs. 1,145.93 lakh, cost towards Vinpai acquisition Rs. 405.82 lakh, impact of new labour codes Rs. 222.17 lakh, impact of loss due to fire at two subsidiaries Rs. 763.43 lakh and other impairment loss of Rs. 8.66 lakh. Loss after tax from continuing operations for FY 2025-26 was Rs. 3,153.10 lakh (Previous Year profit of Rs. 6,508.90 lakh).

CFS Europe SpA, the wholly owned subsidiary in Europe is under process of liquidation. Its entire results were disclosed as discontinuing operations alongwith with that of CFS Wanglong Flavours (Ningbo) Co. Ltd. The gain on discontinued operations was Rs. 5,507.42 lakh (Previous Year loss of Rs. 22,320.84 lakh).

The profit after tax for FY 2025-26 stood at Rs. 2,354.32 lakh (Previous Year Rs. 15,811.94 lakh).

On a standalone basis, the Revenue from Operations for FY 2025-26 was Rs. 83,791.82 lakh (Previous Year Rs. 88,649.13 lakh), EBITDA (net of foreign exchange impact) for FY 2025-26 stood at Rs. 4,789.02 lakh (Previous Year Rs. 7,060.22 lakh). While the gross margins were 46.78% of revenue in FY 2025-26 as compared to 45.71% in FY 2024-25.

Loss before tax (before exceptional items) for FY 2025-26 was at Rs. 3,782.27 lakh (Previous Year Rs. 2,742.84 lakh). Exceptional items of Rs. 1,626.95 lakh include provision for loan and interest receivable Rs. 1,145.93 lakh, impact of new labour codes Rs. 222.17 lakh, impairment of trade and other receivable Rs. 266.42 lakh and other impairment gain of Rs. 7.55 lakh. Loss after tax for FY 2025-26 at Rs. 3,296.62 lakh (Previous Year Rs. 7,631.05 lakh).

For more details on the Consolidated and Standalone performance, please refer to Management Discussion & Analysis.

The Management Discussion & Analysis, as required in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI LODR”) forms part of this Annual Report.

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

Product portfolio under Shelf-Life Solutions includes basic ingredients such as Tert-Butylhydroquinone (TBHQ), Butylated Hydroxyanisole (BHA), Butylated Hydroxytoluene (BHT) & Ascorbyl Palmitate (ASP) which are primarily manufactured in India and marketed globally through the network of subsidiaries as well as distribution networks. These products are also used to value add into Blends which are also part of Shelf-Life Solutions. Blends are included in Shelf-Life Solutions which are manufactured by using inorganic as well as natural & organic inputs. Manufacturing operations of Blends are spread across the globe viz., India, Mexico, Brazil, USA & Europe. Blends are targeted at Food, Feed, Pet Food, Animal Nutrition and Bio-diesel industries. All these products address the issue of shelf life and allied usages.

Aroma ingredients mainly includes Vanillin, Ethyl Vanillin, Natural Vanillin and some of its combinations. All these products are manufactured in India at the Dahej manufacturing unit. Company is one of the leading manufacturers of Methyl Vanillin in the world. These products are marketed globally through subsidiaries and distribution network and are used by manufacturers of products for Flavor and Fragrance.

Portfolio of Performance Chemicals includes specialty chemicals such as Hydroquinone (HQ), Catechol (CAT), Monomethyl Ether of HQ (MEHQ), Tert BXutylcatechol (TBC), Guaiacol, Veratrole, etc. These products are manufactured in India and are used by pharmaceuticals, petrochemicals, industrial chemicals, etc.

Products of Health & Wellness are aimed to manufacture algae based products such as Omega 3 fatty acids at its manufacturing unit of subsidiary in South India. There are good growth prospects for this business in the coming years.

For more details of the businesses of the operations, please refer Management Discussion & Analysis.

The overall economic scenario and the global slowdown posed severe challenges to the financing and liquidity of your Company in FY 2025-26. The pressure on margins due to fall in sale prices, pressure of international tariff impacting the ramp up of Aroma products, accumulation of inventory created financial stress. The management however has deftly maneuvered the liquidity crisis despite the overbearing challenges.

On a standalone basis, the short-term borrowings stood at Rs. 26,139.57 lakh as on March 31, 2026, as against Rs. 24,045.73 lakh as on March 31, 2025. The consolidated short-term borrowings rose to Rs. 36,547.50 lakh as on March 31, 2026, as compared to Rs. 34,784.25 lakh as on March 31, 2025. The short-term borrowings on the consolidated basis were higher due to higher current maturities of long-term borrowings and new loans availed during the year.

The long-term borrowings on a standalone basis stood at Rs. 21,038.50 lakh as on March 31, 2026, as compared to Rs. 17,185.96 lakh as on March 31, 2025. While on a consolidated basis, it stood at Rs. 30,260.59 lakh and Rs. 26,830.33 lakh as on March 31, 2026, and March 31, 2025, respectively.

For the year under review, bank loan facilities long-term rating was reduced to IND BBB- from 'IND BBB' with a Stable Outlook and the short-term rating to 'IND A3' from 'IND A3+' by the rating agency viz. India Ratings and Research Pvt. Ltd. It is expected that the Company will be in a position to enhance its rating with improved performance in FY 2026-27 and beyond. The Company as on March 31, 2026 had the following credit rating:

(i) For Term loan: IND BBB/Negative outlook

(ii) For Fund-based limits: IND BBB/Negative outlook/IND A3+

(iii) For Non-fund-based limits: IND A3+

(iv) Bank loan facilities: IND BBB-/Stable/IND A3

Some of our existing financing arrangements requires prior lenders' consent beyond specified thresholds, amongst other things, for undertaking new projects, issuing new securities, changes in management, mergers, sales of undertakings, material impairments and investments in subsidiaries. In addition, certain negative covenants may limit our ability to borrow additional funds or to incur additional liens, and/or provide for increased costs in case of breach. Certain financing arrangements also include financial covenants to maintain certain networth, liability and debt related ratios.

The monitoring of the compliances with our loan covenants is an ongoing process. Company continuously reviews the financing strategy and continue to plan for deployment of long-term funds to address any potential non-compliance and seek any waivers, if required.

The Authorised Share Capital of the Company stood at Rs. 21,50,00,000/- divided into 21,50,00,000 equity shares of Rs. 1/- each as at March 31, 2026. Though there was no change in the Authorised Share Capital of the Company during the Financial Year 2025-26, on May 7, 2026, the Authorised Share Capital of the Company was increased to Rs. 25,00,00,000/- divided into 25,00,00,000 equity shares of Rs. 1/- each.

During the year, the Company issued and allotted 40,000 equity shares pursuant to CFSL Employees Stock Option Plan 2018 (“ESOP 2018”) and 24,420 equity shares pursuant to CFSL Employees Stock Option Plan 2020 (“ESOP 2020”).

During the year under review, your Company had issued and allotted 41,06,181 fully paid up equity shares at a price of Rs. 247.69/- per equity share (including a premium of Rs. 246.69/- per equity share), aggregating to a consideration of Rs. 101,70,59,971.89/- for consideration other than cash towards the acquisition of 27,23,316 ordinary shares of Vinpai SA, a listed Company on EuroNext Exchange in France ('Vinpai'), determined in accordance with the terms of the share purchase agreement dated February 24, 2025 ('SPA') pursuant to a share swap arrangement, by way of a preferential issue on a private placement basis.

The said equity shares rank pari passu with the existing equity shares of the Company in all respects.

The purpose of the Preferential Issue was to acquire Vinpai, an ingredient-tech Company that designs, manufactures and markets functional ingredients from algae, plants, minerals and fibers, offering natural alternatives to chemical additives. Vinpai supports food, cosmetics and nutraceutical manufacturers through cross-technology know-how to improve product nutritional quality, accelerate development, optimize production costs and enhance profitability.

The paid-up equity share capital has been increased from Rs. 18,79,21,012/- divided into 18,79,21,012 equity shares of Rs. 1/- each as on March 31, 2025 to Rs. 19,20,91,613/- divided into 19,20,91,613 equity shares of Rs. 1/- each as on March 31, 2026 pursuant to the allotment of equity shares under ESOP 2018, ESOP 2020 and the aforesaid preferential issue.

On a standalone basis, the capital expenditure on tangible assets incurred during the year was Rs. 2,707.05 lakh while the capital work in progress stood at Rs. 2,269.68 lakh as on March 31, 2026.

On a consolidated basis, the capital expenditure on tangible assets incurred during the year was Rs. 4,538.22 lakh, while the capital work in progress stood at Rs. 3,285.21 lakh as on March 31, 2026.

During the year under review, the non-current assets pertaining to discontinued operations amounting to Rs. 2,016.73 lakhs were impaired and provided for in the consolidated financial statements. This provision has been included under the heading Loss on discontinuing operations.

The Board of Directors of the Company has adopted a Dividend Distribution Policy which is available on the website at https://www.camlinfs.com/investor-relations/home/downloads.

In view of the losses and the current economic scenario, the Board is of the view that 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.

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 accompanying Financial Statements.

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

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 March 31, 2026.

In line with the requirements of the Companies Act, 2013 (the “Act”) 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 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.

During the year under review, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arm's length basis. There were no material RPTs entered into by the Company during the year. 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 2025-26 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 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.

There are no material changes affecting the financial position of the Company, subsequent to the close of the financial year till this report.

During the year under review, on November 30, 2025 the Company acquired 27,23,316 ordinary shares i.e. 78.68% of Vinpai's share capital in accordance with the terms of SPA, pursuant to a share swap arrangement, by way of a preferential issue on a private placement basis. Concomitantly with the signing of the SPA, the Company had agreed to grant a financing to Vinpai for an amount of EUR 3.3 million through the subscription of listed secured convertible bonds subject to and simultaneously with the acquisition of shares of Vinpai, the said convertible bonds shall be converted into ordinary equity shares of Vinpai. In view of the above 3,300 Convertible Bonds having subscription price of EUR 1,000 per Convertible Bond aggregating to EUR 33,00,000 matured on December 31, 2025. Subsequently, these bonds have been converted into 11,00,000 new ordinary shares of Vinpai. Following the issuance of new ordinary shares of Vinpai, the Company as on March 31, 2026 holds total 38,23,316 ordinary shares, representing 83.82% of Vinpai's outstanding share capital (excluding 26,736 treasury shares of Vinpai). Consequently, Based Algae and Plants, subsidiary of Vinpai has become Step-down subsidiary of the Company.

The Collegio Sindacale (Board of Statutory Auditors) of CFS Europe S.p.A., a wholly owned subsidiary of the Company, submitted an appeal on January 15, 2026 with the Tribunal of Ravenna, Italy (“Court”) to initiate liquidation proceedings for CFS Europe S.p.A., requesting the opening of liquidation, inter alia, on the grounds that it lacks resources to pay overdue debts and cannot implement strategic investments needed for recovery. Further, pursuant to order received on March 17, 2026, the Court initiated judicial liquidation proceedings under the local statutes appointed a delegated Judge and Court-appointed Liquidators (Curatori) for management of the procedure.

During the year under review, CFS Pahang Asia Pte. Ltd. was struck off on November 4, 2025. Accordingly, it ceased to be a subsidiary of the Company as on March 31, 2026.

During the year under review, the Company invested in Clean Max Sundarban Private Limited to support long-term renewable power consumption for its Dahej and Tarapur units; the investment was made on July 17, 2025 through the acquisition of a 49% equity stake for a captive hybrid solar/ wind power plant for long-term consumption of wind-solar hybrid power and accordingly Clean Max Sundarban Private Limited was an Associate of the Company as on March 31, 2026.

The Company has 22 Subsidiaries (including Step-down subsidiaries) and 2 Associates as on March 31, 2026. The changes in subsidiaries during the year has been considered in the Standalone financial statements of the Company.

Further, Solentus North America Inc., a wholly owned subsidiary of the Company, was dissolved and consequently struck off on May 12, 2026 and accordingly ceased to be a subsidiary of the Company as on the date of this report.

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.

The Consolidated Financial Statements of the Company and its subsidiaries / associates for FY 2025-26 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI LODR as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor's Report thereon form part of this Integrated 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 FY 2025-26.

Though, the copies of Financial Statements of the subsidiaries have not been attached to the financial statements 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.

Our employees are our most important asset which remain the bedrock of our organizational strength and a key driver for the sustained business performance. The current business environment is constantly prone to rapid evolution by technological advancement and dynamic economic factors which emphasizes this importance.

The Company persists with its approach of emphasizing 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 individual developments. We remain committed to advance a digital and data driven ecosystem to foster and enhance the employee engagement.

Human Capital of the Standalone Company:

Direct Employees: 674

Female Employees: 54

Employee Benefit Expenses: Rs. 7,597.96 lakh

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”.

The employee stock option scheme(s) /plan(s) of the Company are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations). The details of the employee stock option scheme(s) /plan(s), including the terms of reference, and the requirement as stipulated under the Act and SEBI SBEB Regulations as at March 31, 2026 are given in “Annexure B” to this report and disclosed on the Company's website and the web link for the same is https://www.camlinfs.com/investor-relations/downloadReports/Disclosure%20Regulation%2014%20 -%20SEBI%20(SBEB)%20Regulations%202021%20as%20on%2031.03.2026.pdf. Further, the details of these scheme / plan also form part of the Notes to Financial statements in this Annual Report.

As required under Regulation 27 of SEBI LODR, 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.

The Company has a vigil mechanism through a Whistle Blower Policy which enables communication of concerns on illegal, unethical practices as well as fraud and mismanagement, if any. The objective

of the said policy is to explain and encourage the directors and individual 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.

Pursuant to 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. The following is a summary of sexual harassment complaints received and disposed-off during the year 2025-26:

(a) Number of Sexual Harassment Complaints received: NIL

(b) Number of Sexual Harassment Complaints disposed off: NIL

(c) Number of Sexual Harassment Complaints pending beyond 90 days: NIL

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as applicable, during the FY 2025-26.

The Risk Management Policy of the Company provides a risk management framework to identify and assess risks such as operational, financial, regulatory and such other risks.

Some of the risks identified are set out the paragraph on “Risks and Concerns” in the Management Discussion & Analysis which forms part of this Annual Report.

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.

During the year, the Board met 6 (Six) 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 Act.

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

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.

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.

As on March 31, 2026, the Board comprised of three Executive Directors, three Non-Executive Non-Independent Directors and six Non-Executive Independent Directors.

Mr. Hari Rajmohan (DIN: 11228394) was appointed as Alternate Director to Mr. Jens Van Nieuwenborgh (DIN: 07638244), Non-Executive Non-Independent Director with effect from August 8, 2025 and ceased to hold office on August 19, 2025 upon Mr. Jens Van Nieuwenborgh's visit to India. Mr. Hari Rajmohan attended the Board, Audit and Nomination and Remuneration Committee meetings held on August 8, 2025 as Alternate Director to Mr. Jens Van Nieuwenborgh.

Mr. Harsha Raghavan (DIN: 01761512)) and Mr. Jens Van Nieuwenborgh (DIN: 07638244), are retiring by rotation at the ensuing 33^rd Annual General Meeting and being eligible have offered themselves for re-appointments. On the recommendation of the Nomination and Remuneration. Committee, the Board of Directors at its meeting held on May 26, 2026, has recommended their respective re-appointments at the ensuing Annual General Meeting.

As required under the SEBI LODR, particulars of Directors seeking re-appointment at the ensuing Annual General Meeting have been given under Corporate Governance Report and in the Notice of the 33^rd Annual General Meeting.

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

The Board is of the opinion that all Directors including the Independent Directors of the Company possess requisite qualifications, integrity, expertise and experience in the fields of science and technology, strategy, finance, governance, human resources, safety, sustainability, etc.

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 Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In terms of the provisions of Section 2(51) and Section 203 of the Act, in addition to the Executive Directors, the following are the Key Managerial Personnel's of the Company as on March 31, 2026:

• Mr. Santosh Parab, Chief Financial Officer

• Mr. Rahul Sawale, Company Secretary & VP - Legal

During the year under review, there was no change in the Key Managerial Personnel's of the Company.

As on March 31, 2026, the Board inter-alia had 5 mandatory committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders Relationship Committee; (d) Corporate Social Responsibility Committee; and (e) 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.

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established Enterprise Resource Planning (ERP) system to record day-to-day transactions for accounting and financial reporting.

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

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.

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.

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available on the Company website on https://www.camlinfs.com/investor-relations/ home/annual return.

The Company has not declared any dividend since FY 2016-17. In terms of section 124(5) of the Act, the dividend amount which remained unclaimed for a period of 7 years have been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. Further, in terms of section 124(6) of the Act, in case of shareholders whose dividends are not been paid or claim for a period of 7 consecutive years or more, their corresponding shares have also been transferred to the IEPF demat account.

However, shareholders can claim back their shares and unclaimed dividends transferred to the IEPF by following the prescribed procedure under the IEPF Rules. The shareholder/claimant post obtaining Entitlement Letter from the Company must make an online application to the IEPF Authority in e-Form No. IEPF-5 (available at www.iepf.gov.in) and submit the necessary document to the Company.

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 transferred, are uploaded on the Company's website at https://www.camlinfs.com/investor-relations/home/unclaimed dividend.

Pursuant to the requirement u/s 134(3)(c) of 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, 2026, 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, 2026 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.

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 report of the Statutory Auditors along with notes to Schedules is a part of this Integrated Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records. The Board, on the recommendation of the Audit Committee has appointed M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036) as the Cost Auditors of the Company for FY 2026-27.

M/s. ABK & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arm's length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Shareholders in a General Meeting for their ratification. Accordingly, a resolution seeking Shareholders ratification for the remuneration payable to M/s. ABK & Associates, forms part of the Notice of the 33^rd Annual General Meeting forming part of this Integrated Annual Report.

In terms of Section 204 of the Act and Rules made thereunder and Regulation 24A of SEBI LODR, M/s. JHR & Associates, Practicing Company Secretaries (Firm Registration No. S2015MH296800) were appointed as Secretarial Auditors of the Company to carry out the secretarial audit and provide other allied certification / permitted services for a term of 5 consecutive years from FY 2025-26 to FY 2029-30. The report of the Secretarial Auditors for FY 2025-26 is enclosed as “Annexure C” forming part of this Report and is self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

The Certificate of the compliance with Corporate Governance requirements by the Company for the financial year ended March 31, 2026, issued by the Practicing Company Secretaries is also 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 33^rd Annual General Meeting.

The Company operates its 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 Act. The Company endeavours to make CSR a key business process for sustainable development and welfare of the needy sections of the society.

In accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the CSR Policy, the CSR Committee and the Board reviewed the CSR obligations of the Company for FY 2025-26. Since the Company recorded an average net loss of Rs. 477.34 lakhs during the three immediately preceding financial years (i.e., 2024-25, 2023-24 and 2022-23), it was not obligatory for the Company to incur CSR expenditure for FY 2025-26. Hence, no expenditure on CSR activities was recommended by the CSR committee and the board to be undertaken during the FY 2025-26. The Annual Report on CSR activities is annexed herewith as “Annexure D” to this report.

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

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.

Pursuant to Regulation 34(2)(f) of the SEBI LODR, 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.

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 or 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.

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.