Your directors have pleasure in submitting their 37th Annual Report of the Company together with the Audited Statements of Accounts forthe financial year ended on March 31, 2026.
The Company's financial performance for the year under review along with previous year's figures is given hereunder:
Particulars
Financial Figures
2025-26
2024-25
Total revenue
14955.78
13365.06
Profit before Finance Cost, Depreciation & Amortization Expense and Tax Expense
708.32
478.48
Less: Finance Cost
108.98
133.22
Depreciation & Amortization Expense
70.16
58.07
Profit/(Loss) before Exceptional Item and Tax
414.76
287.19
Exceptional Item (Net of Income)
24.42
6.83
Profit/(Loss) Before Tax
439.18
280.36
Less: Tax Expenses
Current Tax
114.42
70.44
Deferred tax liability/(asset)
0.00
1.74
(Excess) / Short Provisions of Earlier Years
18.81
Profit/(Loss) for the period from continuing Operations
324.76
189.38
2. TRANSFER TO RESERVE: -¬During the year under review, the Company does not propose to transfer any amount to reserves.
The Board of Directors has decided to conserve resources and therefore, did not recommend any dividend for the financial year 2025¬26.
Your directors wish to present the details of Business operations done during the year under review:
During the year 2025-26, the Company's standalone revenue increased to ' 14955.78 Lakhs as compared to last years' Sales ' 13365.06Lakhs and standalone profit of the current year also increases to ' 324.76 Lakhs compared to profit of ' 189.38 Lakhs for the previousfinancial year. Your Directors are hopeful of getting better results in the current financial year.
Your directors would delight to inform you that, Company has purchased the Industrial Land on 16th April, 2024 for the premisessituated at Survey No.960 & 961, Plot No.5, Gam, Vasana, Near Chancharvadi, Changodar, Taluka: Sanand, Dist: Ahmedabad,Gujarat-382213 for Industrial/Commercial purpose to carry on the manufacturing activities of Fiberglass CSM Products and otherequivalent products.
Your directors believe that the global fiberglass industry is entering a period of steady expansion driven by infrastructure growth,renewable energy investments, lightweight transportation materials, and energy-efficient construction. Fiberglass products remainhighly competitive because of their strong strength-to-weight ratio, corrosion resistance, durability, and cost efficiency compared withalternative composite materials. Market forecasts suggest continued mid-single-digit growth through the next decade.
Fiberglass products are widely used across:
• Construction and infrastructure
• Wind energy
• Automotive and transportation
• Aerospace
• Marine applications
• Electrical and electronics
• Industrial storage and piping
During the year under review, the company has not started any new segment.
During the year under review, Company has increased it's authorized share capital from ' 11,00,00,000/- divided in to 1,10,00,000equity shares of ' 10/- each to ' 25,00,00,000/- divided in to 2,50,00,000 equity shares of ' 10/- each by way of passing ordinaryresolution by members of the Company through postal ballot on 27.12.2025.
However, there was no change in the issued, subscribed and paid-up share capital of the Company.
Pursuant to the provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company as on March 31, 2026is available on the website of the Company athttps://www.camexltd.comand the weblink of the same is https://camexltd.com/investors-zone/annual-reports/.
The Board met for six times during the financial year under review. The dates on which the meetings were held on April 4, 2025, May15, 2025, July 8, 2025, August 12, 2025, November 12, 2025 and February 5, 2026. For, details of the meetings of the Board pleaserefer to the corporate governance report, which forms part of this report. The maximum interval between any two meetings did notexceed 120 days, as prescribed in the Companies Act, 2013.
As on March 31, 2026 Company is not having any Subsidiary, Joint Venture or Associate Company. Therefore, a statement containingsalient features of the financial statements of the Company's subsidiary in Form AOC-1 is not required to be attached.
The Company has neither accepted nor renewed any deposits during the year under review.
During the year 2025-2026 following changes were occurred in Directorship of the Company.
Sr
No
Name of the Director
Designation
Appointment/
Re-appointment/
Cessation
Changes Effectivefrom
Reason forchanges
1
Mr. Arpit Shah (DIN : 08192969)
Non-ExecutiveIndependent Director
1st April,2025
Resignation
2
Mr. Jagrit Jawerilal Sanklecha(DIN : 11093704
Appointment
15th May,2025
N.A.
There were no other changes in Directors and Key Managerial Personnel during the year under review.
Pursuant to the provisions of Section 152(6) and other applicable provisions, if any, of the Companies Act, 2013, including any statutorymodification(s) or re-enactment(s) thereof for the time being in force, Mr. Rajesh Nahata (DIN: 00278873), Director of the Company,retires by rotation at the 37th Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board ofDirectors, at its meeting held on July 6, 2026, has recommended his re-appointment to the Members of the Company. Accordingly, thenecessary resolution together with the requisite disclosures forms part of the Notice convening the ensuing Annual General Meeting.
All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of theCompanies Act, 2013 and there has been no change in the circumstances, which may affect their status as Independent Directorsduring the year.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge andability confirm and state that -
i In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanationrelating to material departures;
ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable 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 yearand of the loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a 'going concern' basis;
v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively.
The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positiveattributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnishedin Annexure - I attached to this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
At the 33rd Annual General Meeting of the Company held on 27th August, 2022 the members had appointed M/s. Surana Maloo &Co., Chartered Accountant (Firm Registration No. 112171W), Ahmedabad as Statutory Auditors for a term of five years beginning fromthe conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held for thefinancial year 2026-27.
In the Board Meeting held on 4th April, 2025, Mr. Ravi Kapoor, Practicing Company Secretary and Proprietor of M/S. Ravi Kapoor &Associates, Ahmedabad was appointed as the Secretarial Auditors of the Company for the period of 5 years from the FY 2025-26 to FY2029-30. Accordingly, he will hold the office as Secretarial Auditor of the Company upto financial year 2029-30.
Pursuant to Section 204 of the Companies Act 2013, and in pursuant to Reg. 24A of Securities Exchange Board of India (ListingObligations & Disclosure Requirements) (Amendments) Regulations, 2018 the Secretarial Audit Report for the Financial Year ended onMarch 31, 2026 issued by Ravi Kapoor & Associates, Practicing Company Secretary is annexed to this Report as an Annexure - II.
i. By the Statutory Auditor in his report;
The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
ii. By the Secretarial Auditor in his report;
The Secretarial Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the Year under review, no frauds were reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee/Board.
Cash Flow Statement is the part of Balance Sheet.
The details pertaining to composition of Audit Committee, Nomination and Remuneration Committee and Stake Holder RelationshipCommittee are included in the Corporate Governance Report, which forms part of this report.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Securities and Exchange Boardof India (Listing Obligations and Disclosures Requirements) Regulations, 2015, includes an Ethics & Compliance Task Force comprisingsenior executives/Chairman of Audit Committee of the Company. Protected disclosures can be made by a whistle blower through ane-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism andwhistle blower policy is available on the Company's website. The web link for the same ishttps://camexltd.com/wp-content/uploads/2025/07/1692267905 4SrNo.5WHISTLE-BLOWER-VIGIL-MECHANISM-POLICY.pdf
Corporate Social Responsibility Provisions are applicable to every company having net worth of Rupees five hundred crores or moreor turnover of Rupees one thousand crores or more or a net profit of Rupees five crores or more. As the said CSR Provisions are notapplicable to Company, Company has not developed and implemented any Corporate Social Responsibility initiatives.
Company has made and maintained the cost records as prescribed by the Central Government under Section 148(1) of the Act.However, provisions regarding cost audit are not applicable to the Company.
As per the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your company has constitutedInternal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. Further nocomplaint / case has been filed / pending with the Company during the year.
Your Company confirms compliance with the provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder. Eligiblewomen employees are provided maternity benefits in accordance with statutory requirements, including paid maternity leave.
The Company did not provide any guarantee or security in respect of loans availed by others, under the provisions of section 186 of theCompanies Act, 2013 and rules framed thereunder during the financial year under report. Details of loans and investments coveredunder the provisions of section 186 are given in the notes forming part of the financial statements that form part of this annual report.
During the period under review Company has entered into transactions with related parties. The particulars of every contract orarrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act,2013 are disclosed in Form No. AOC 2. (Annexure-III).
The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the link:https://camexltd.com/wp-content/uploads/2025/07/1749807933 Policy-on-Related-Party-Transactions.pdf
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effectiveInternal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devisedproper system of internal financial control which is commensurate with size and nature of Business. The Board has appointed M/s.A.H. Jain & Co., (FRN:133295W)., Chartered Accountants as an Internal Auditor of the Company w.e.f. 12th August,2025 pursuant toprovisions of Section 138 of the Companies Act, 2013 in order to ensure proper internal financial control for the Financial year 2025¬26.
The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, areadequately insured.
The company has estimated loss of ^ 206.63 Lakhs was recognized based on the assessment carried out at that time. The affectedassets were insured, and an insurance claim amounting to ^ 206.63 Lakhs was duly lodged with the insurer.
During the current financial year, the company has successfully settled the insurance claim pertaining to the fire accident that occurredin the previous year at the company's wax plant located at Ankleshwar. The company has received/recognized an amount of ^ 221.94Lakhs. from Insurance Company and ^ 9.12 Lakhs as realized through the disposal of damaged/scrapped machinery.
The surplus of ^ 24.42 Lakhs, representing the difference between the actual settlement and the earlier estimate, has been recognizedduring the current financial year as Exceptional Item.
There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of theCompany and its future operations.
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required underSection 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- IV and is attached to this report.
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financialyear to which this financial statement relate on the date of this report.
The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization fromvarious risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize itsimpact on the business. The potential risks are inventoried and integrated with the management process such that they receive thenecessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are given below:
year:
Sr.
No.
Name of Director
Median Remuneration
Ratio
% increase / decrease inremunerationin the financial year
1.
Mr. Chandraprakash Chopra
4.54
13.21 : 1
Nil
2.
Mr. Rajesh Nahata
7.93 : 1
During the year under review, there was 16.62% increase in remuneration of Company Secretary and 3.13% increase in theremuneration of Chief Financial Officer (CFO) of the Company.
c. The percentage increase/(-decrease) in the median remuneration of employees in the financial year: -39.25%
d. There are 75 permanent employees on the rolls of the Company as on 31st March, 2026.
e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financialyear and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out ifthere are any exceptional circumstances for increase in the managerial remuneration:
The total turnover of the Company is Rs.14955.78 Lakhs which is increased by Rs.1590.72 Lakhs from the previous year turnoverof Rs.13365.06 Lakhs. The average increase in the remuneration of employees is in line with the current market dynamic and asa measure to motivate the employees for the better future performance to achieve the organization's growth expectations.
f. The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2025-26:
The Company does not have any employee who has received remuneration during the financial year, which in aggregate exceeds' 1.02 Cr.
Further, Company does not have any employee who employed for the part of the year and was in receipt of remuneration for anypart of that year exceeding Rs.8.50 Lakhs per month.
The statement containing the names of top ten employees will be made available on request sent to the Company oncs@camexltd.com.
g. The Company affirms that the remuneration is as per the remuneration policy of the Company.
The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (includingIndependent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors.The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business,communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision andstrategy, benchmarks established by global peers, etc, which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman.The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members.The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective BoardCommittees.
The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations,2015, the performance evaluation was carried out as under:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated theperformance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. TheIndependent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteriaspecified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of theBoard of Directors as a whole was satisfactory.
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders RelationshipCommittee was evaluated by the Board having regard to various criteria such as committee composition, committee processes,committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorilyand according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, theRules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
Independent Directors:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independentdirector was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement,leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous viewthat each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. TheBoard also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growthand concluded that continuance of each independent director on the Board will be in the interest of the Company.
The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors attheir separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for thepurpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governanceand interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independentdirectors was providing good business leadership.
During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvencyand Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against theCompany under Insolvency and Bankruptcy Code, 2016.
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THEVALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOFDURING THE FINANCIAL YEAR:
It is Not Applicable to the Company, during the financial year
As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, management discussion and analysisand corporate governance report are annexed as Annexure - V and Annexure - VI respectively to this Report.
Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authoritiesfor their continued support extended to your Company's activities during the year under review. Your directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of DirectorsChandraprakash Chopra
Date: 06/07/2026 Chairman & Managing Director
Place: Ahmedabad DIN: 00375421