Annual Report for FY 2025-26

 PLANT & REGD. OFFICE:  PLOT NO. B-31, M.I.D.C. – MAHAD, TALUKA – MAHAD, DIST. RAIGAD – 402 302. MAHARASHTRA.  09869234017.  info@caprolactam.co.in  CIN No.: L24110MH1988PLC049683  www.caprolactam.co.in Date: 02.09.2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001 BSE Scrip Code: 507486 Sub: Submitting Annual Report & AGM Notice of the Company. Dear Sir/ Madam, This has reference to the forthcoming, Annual General Meeting (“AGM”) of the Company to be held on Monday, 28th September, 2026. Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting, herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2025-26 which is being, sent through electronic mode to the Members. The Company will provide to its members the facility to cast their vote(s) on all resolutions set out in the Notice by electronic means (“e-voting”). The detailed process to join meeting through VC / OAVM and e-voting, are set out in Notice. Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rules framed thereunder, the Company has fixed 21st September, 2026 the ‘cut - off' date to offer remote e-voting facility to its Members in respect of the businesses to be transacted at the AGM. The voting rights for remote e-voting shall be reckoned on the paid - up value of equity shares registered in the name of Members on the said cut- off date. The remote e-voting period shall commence from 9:00 a.m. on 24th September, 2026 and end on 5:00 p.m. on 27th September, 2026. The Annual Report containing the Notice is also uploaded on the Company's website https://caprolactam.co.in/investor-relations/annual-reports Thanking you Yours faithfully, For Caprolactam Chemical Limited Zaver Shankarlal Bhanushali Managing Director DIN: 00663374 Caprolactam Chemicals Limited Annual Report 2025-26 Caprolactam Chemicals Limited CIN NO: - L24110MH1988PLC049683 37th Annual Report 31-03-2026 Caprolactam Chemicals Limited Annual Report 2025-26 COMPANY INRMATION BOARD OF DIRECTORS Mrs. Zaver S. Bhanushali - Chairperson & Managing Director Mr. Sidhharth S. Bhanushali - Whole-time Director and CFO Mrs. Poonam B. Bhanushali - N o n -Executive Independent Director Mr. VIREN J. JASANI -N o n -Executive Independent Director Mr. KAMLESH JOISHER - N o n -Executive Independent Director AUDITORS BANKRS Company Secretary M/s. Pulindra Patel & Co. Bank of India Dolly Dipesh Shah Chartered Accountant Standard Chartered Bank SHARE TRANSFER AGENT REGISTERED OFFICE & WORKS Purva Sharegistry (India) Pvt. Ltd. B/31, MIDC MAHAD, 9,Shiv Shakti Industrial Estate, Dist: Raigad-402302, Maharashtra. J.R.Boricha Marg, Near Lodha Excelus Mobile: 9869234017 /9222076509 Lower PAREL (E), Mumbai 400011 Ph No. 022-49614132 / 41343272 support@purvashare.com caprolactam@gmail.com Web: www.purvashare.com www.caprolactam.co.in Pg. no CONTENTS NOTICE 03 NOTES FOR MEMBERS ATTENTION 05 EXPLANETORY STATEMENT 09 BOARD'S REPORT 18 ANNEXURE A (SECRETARIAL AUDIT REPORT) 33 ANNEXURE B (CONSERVATION OF ENERGY TECHNOLOGY 37 ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO ANNEXURE C (FORM NO AOC-2) 39 ANNEXURE D MANAGEMENT DISCUSSION ANALYSIS REPORT 41 ANNEXURE E NOMINATION AND REMUNERATION POLICY 45 INDEPENDENT AUDITOR’S REPORT 48 BALANCE SHEET 58 NOTES TO FINANCIAL STATEMENTS 62 Caprolactam Chemicals Limited Annual Report 2025-26 NOTICE NOTICE is hereby given that the 37th Annual General Meeting of Caprolactam Chemicals Limited will be held on Monday the 28th September, 2026 at 10:30 a.m. IST through Video Conference/Other Audio-Visual Means, to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at B-31 MIDC, Industrial Area, Mahad, Dist: Raigad, Maharashtra, India, 402302: ORDINARY BUSINESS: 1. To consider and adopt the Annual Audited Financial Statements of the Company for the financial year ended 31st March, 2026 together with the reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Ms. Zaver Shankarlal Bhanushali (DIN: 00663374), who retires by rotation in terms of section 152(6) and being eligible offers her candidature for reappointment. 3. To appoint Raman s. Shah & co, chartered accountants (ICAI firm registration no. 111919W), as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years i.e. from the conclusion of 37th annual general meeting (“AGM”) until the conclusion of the 42nd AGM to be held for the financial year 2031. “RESOLVED THAT pursuant to Section 139(1), 141, 142, 143 and other applicable provisions of the Companies Act, 2013 read along with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s), clarifications, exemptions or re-enactments thereof for the time being in force); and pursuant to the recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members of the Company, be and is hereby accorded for the appointment of Raman S. Shah, Chartered Accountants (ICAI Firm Registration No. 111919W), as Statutory Auditors of the Company to hold office for the term of five consecutive years, commencing from the conclusion of 37th Annual general meeting (to be held for the F.Y.2025-26) until the conclusion of the 42nd AGM (to be held for the F.Y.2030-31) at such remuneration plus applicable taxes and out of pocket expenses, as stated in the explanatory statement, with the authority to the Audit Committee and Board of Directors of the Company to vary the said remuneration in consultation with the Auditors and duly approved by the Board of Directors of the Company, from time to time. RESOLVED FURTHER THAT the Board, be and is hereby authorized to delegate all or any of the powers herein conferred to the Committee of the Board or to any Director(s) or Officer(s) / Authorized Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution. RESOLVED FURTHER THAT Board of Directors (including any committee constituted thereof), be and are hereby authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with the Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.” Caprolactam Chemicals Limited Annual Report 2025-26 RRegistered Office: For and on behalf of the Board B-31 MIDC, Industrial Area, Caprolactam Chemicals Limited Mahad, Dist: Raigad, Maharashtra, CIN: L24110MH1988PLC049683 India, 402302 Sd/- Date: 02.09.2026 Zaver S. Bhanushali Place: Mahad Managing Director DIN - 00663374 Caprolactam Chemicals Limited Annual Report 2025-26 NOTES FOR MEMBERS ATTENTION: 1. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with the subsequent circulars issued from time to time, the latest being 03/2025 dated September 22, 2025, permitted holding of the AGM through VC/OAVM, without physical presence of the Members at a common venue. Accordingly, in compliance with the MCA Circulars, AGM of the Company is being held through VC/OAVM. The Registered Office of the Company shall be deemed to be the venue for the AGM. In compliance with the provisions of the Companies Act, 2013 (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Li [Showing first 8,000 characters — download PDF for full document]