డైరెక్టర్ల నివేదిక CFF Fluid Control Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting this Thirteenth (13^th) Direc¬
tors'' Report along with the Audited Financial Statements for the Finan¬
cial Year ended March 31, 2025.

1. Highlights of financial performance:

Your Company''s Standalone performance during the Financial Year
2024-25 as compared to that of the previous Financial Year 2023-24 is
summarized below:

Particulars Financial Year ended -

(Amount in lakhs)

31/03/2025 31/03/2024

Total Income	14,609.79	10,697.57
Profit before Exceptional and Ex¬ traordinary Item and Tax	3,293.68	2,400.13
Less: Prior period items and Extraor¬ dinary Item	(0.45)	-
Profit Before Taxation (PBT)	3,294.13	2,400.13
Less: Tax Expense	909.10	691.36
Profit After Taxation (PAT)	2,385.03	1,708.77

2. State of affairs of the company, its subsidiaries & joint ventures &

other associates/ review of operations.

Your company is primarily in the business of manufacturing and servic¬
ing of critical component systems and test facilities for submarines &
surface ships for The Indian Navy.

There has been no change in the nature of business of your Company
during the Financial Year 2024-25.

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs.
1,356.62 lakhs on fixed assets.

4. Familiarisation programme for directors:

As a practice, all Directors (including Independent Directors) inducted
to the Board go through a structured orientation programme. Presen-

tations are made by Senior Management giving an overview of the op¬
erations, to familiarise the new Directors with the Company''s business
operations. The Directors are given an orientation on the products of
the business, group structure and subsidiaries, Board constitution and
procedures, matters reserved for the Board, and the major risks and risk
management strategy of the Company.

During the year under review, no new Independent Directors were in¬
ducted to the Board.

5. Dividend:

The Board of Directors, in its Meeting held on May 29, 2024 has recom¬
mended a final dividend at 5% per equity share (''0.50 per share) on
the paid-up equity share capital of the Company, subject to approval of
shareholders.

Further the shareholders of the Company approved Final Dividend at
5% per equity share (0.50 per share) in the Annual General Meeting
held on September 30, 2024. The dividend was paid on or before Octo¬
ber 29 ,2024

Further, the Board of Directors, in its Meeting held on June 5, 2025 has
recommended a final dividend @ 5% per equity share (''0.50 per share)
on the paid-up equity share capital of the Company, subject to approval
of shareholders

6. Share capital and reserves:

a. Share capital:

The paid-up Equity Share Capital of the Company as on March
31, 2025 was Rs. 19,47,41,000/- divided into 1,94,74,100 equity
shares of Rs, 10/- each fully paid up.

*Further, the Company is in the process of a Follow on Public
Offer (FPO) involving the issue and allotment of up to 15,25,900
(Fifteen Lakh Twenty-Five Thousand Nine Hundred) equity
shares of the Company. We have obtained in-principle approv¬
al from BSE for the same and are in the process of filing the
Prospectus

b. Transfer to Reserves:

The company retained the entire surplus in the Profit and Loss
Account and hence no transfer to General Reserve was made
during the year.

7. Cash Flow Statements

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report.

8. Transfer of unpaid and unclaimed dividends to investor education

and protection fund

The Ministry of Corporate Affairs under Sections 124 and 125 of the Com¬
panies Act, 2013 requires dividends that are not encashed/ claimed by
the shareholders for a period of seven consecutive years, to be trans¬
ferred to the Investor Education and Protection Fund (IEPF). In FY 2024¬
25, there was no amount due for transfer to IEPF.

9. Subsidiary/ joint venture/ associate company

The Company does not have any Subsidiary, Joint venture or an Associ¬
ate Company.

10. Deposits:

During the year, the Company has not accepted any deposits from the
public falling within the ambit of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

11. Change in the nature of business, if any:

During the year, there was no change in the nature of business of the
company.

12. Material changes and commitments after the reporting period

There have been no material changes and commitments, which affect
the financial position of the Company which have occurred between
the end of the FY and the date of this Report.

13. Significant and material orders

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

14. Corporate governance

In terms of SEBI (Listing Obligations and Disclosure Requirements) Reg¬
ulations, 2015 exempts companies which have listed their specified se¬
curities on SME Exchange from compliance with corporate governance
provisions.

Since the equity share capital of your Company is listed exclusively on
the SME Platform of BSE, the Company is exempted from compliance
with Corporate Governance requirements, and accordingly the report¬
ing requirements like Corporate Governance Report, Business Respon¬
sibility Report etc. are not applicable to the Company.

15. Extract of annual return:

The Annual Return of the Company as on 31^st March, 2025 is available on
the website of the Company at https://cffdefensys.com/.

16. Scheme of Amalgamation / Arrangement:

During the Financial Year 2024-25, your Company has not proposed or
considered or approved any Scheme of Merger / Amalgamation / Take¬
over / Demerger or Arrangement with its Members and/or Creditors.

17. Details in Respect of Adequacy of Internal Financial Controls With
Reference to the Financial Statement:

In the opinion of the Board of Directors of your Company, adequate
internal financial controls are available, operative and adequate, with
reference to the preparation and finalization of the Financial Statement
for the Financial Year 2024-25.

18. Details of Application Made or any Proceeding Pending Under the
Insolvency and Bankruptcy Code, 2016, during the Financial Year
along with their status as at the end of the financial year:

During the Financial Year 2024-25, there was no application made and
proceeding initiated / pending by any Financial and/or Operational
Creditors against your Company under the Insolvency and Bankruptcy
Code, 2016.

As on the date of this Report, there is no application or proceeding
pending against your Company under the Insolvency and Bankruptcy
Code, 2016.

19. Details of difference between the amount of valuation at the
time of one-time Settlement and the valuation done at the time
of taking a loan from the banks or Financial institutions along
with the reasons thereof:

During the Financial Year 2024-25, the Company has not made any set¬
tlement with its bankers for any loan(s) / facility (ies) availed or / and
still in existence.

20. Particulars Of Loans, Guarantees And Investments Under Section
186 Of The Companies Act, 2013:

The Company has not given any loans, guarantees or made any invest¬
ments under section186 of the Companies Act, 2013

21. Board matters:

A. Directors'' Responsibility Statement pursuant to section 134 of the

Companies Act, 2013

Your Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for
the year ended March 31, 2025, the applicable accounting stan¬
dards had been followed along with proper explanation relating
to material departures, if any;

ii. the accounting policies selected were applied consistently and
the judgments and estimates made 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, 2025 and of the profit of the company
for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provi¬
sions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern
basis;

v. adequate internal financial controls have been laid down, have
been followed and have been operating effectively;

vi. Proper systems have been devised to ensure compliance with
the provisions of all applicable laws and those systems have
been adequate and operating effectively.

B. Declaration of independent directors

The Company has received declarations from all its Independent Di-

rectors that they meet the criteria of Independence as laid down un¬
der Section 149(6) of the Companies Act, 2013 and Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Reg¬
ulations, 2015. Independent Directors have also confirmed that they
have complied with the Code for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013. Independent Directors of the
company have registered their names in the Independent Director''s Da¬
tabase maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

During the financial year 2024-25, Board meetings were convened and
held on 29^th May, 2024, July 23, 2024 05^th September, 2024, 29^th October,
2024, 07^th November 2024, 11^th January, 2025.

D. Criteria for performance evaluation

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are
determined by the Nomination and Remuneration committee. Factors
of evaluation include participation and contribution by a director,
commitment, effective deployment of knowledge and expertise,
integrity and maintenance of confidentiality and independence of
behavior and judgment.

Executive Directors

Performance of the Executive Directors is evaluated on broad criteria
such as contribution and value addition to the Board and Committees
thereof; contribution to the Company and management to achieve its
plans, goals, corporate strategy and risk mitigation; level of participation
in the Board and Committee meetings, etc. Director being evaluated
does not participate in the evaluation process. The performance of
Board as a whole is evaluated by the Independent Directors on the
basis of its duties and responsibilities as per terms of reference. The
Chairman''s performance is evaluated by Independent Directors on the
above parameters after taking into account the views of Executive and
Non-Executive Directors.

E. Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held
on 24^th March, 2025. At the meeting, the Independent of the company
reviewed the performance of the Non-Independent Directors and the
Board as a whole; reviewed the performance of the Chairman of the
Company, taking into account the views of the Executive and Non¬
executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably perform
its duties.

The Independent Directors expressed their satisfaction with the overall
performance of the Directors and the Board as a whole.

F. Directors

There were no Appointment/ Resignation/ Change in Designation of

directors during the year under review.

G. Retirement by Rotation

Mr. Sunil Menon, (DIN: 00409485) Managing Director retires by rotation
at the forthcoming Annual General Meeting and being eligible, offers
himself for reappointment and the resolution under item No.2 seeking
approval of the Members for his re-appointment has been incorporated
in the Notice convening the 13^th Annual General Meeting of the Company
along with brief details about his.

H. Changes in Key Managerial Personnel

There were no Changes in Key Managerial Personnel during the year
under review.

Further Pursuant to the provisions of Section 2(51) and 203 of the
Companies Act, 2013, as on date of report, following are the Key
Managerial Personnel of the Company:

• Sunil Menon, Managing Director,

• Hitesh Birla, Chief Financial Officer and

• Sonika Mehta, Company Secretary and Compliance Officer.

I. Disclosures by Directors:

The Board of Directors has submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8
under Section 164(2) and declarations as to compliance with the Code
of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s. M
Rupareliya & Associates, Practicing Company Secretary is annexed to
the Board''s Report as "Annexure VI".

J. Committees of the board:

a. Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, our
board has constituted the Audit Committee vide Board Resolution dated
November 04, 2022 in accordance with the Section 177 of the Compa¬
nies Act, 2013. The audit committee comprises of:

The Committee is governed by a Charter, which is in line with the reg¬
ulatory requirements mandated by the Companies Act, 2013. Some of
the important functions performed by the Committee are:

Rajnish Prakash	Non-Executive Independent Director	Chairman	Yes	Yes	Yes	Yes
Priyanka Moondra Rathi	Non-Executive Independent Director	Member	Yes	Yes	Yes	Yes
Sunil Menon	Managing Director	Member	Yes	Yes	Yes	Yes

The Committee is governed by a Charter, which is in line with the reg¬
ulatory requirements mandated by the Companies Act, 2013. Some of
the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company''s financial reporting process and fi¬
nancial information submitted to the Stock Exchanges, regulatory
authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited
Financial Statements and the Auditor''s Limited Review Report
thereon / Audited Annual Financial Statements and Auditors'' Re¬
port thereon before submission to the Board for approval. This
would, inter alia, include reviewing changes in the accounting
policies and reasons for the same, major accounting estimates
based on exercise of judgement by the Management, significant
adjustments made in the Financial Statements and / or recom¬
mendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and
operational performance.

• Discuss with the Statutory Auditors its judgement about the qual¬
ity and appropriateness of the Company''s accounting principles
with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualifica¬
tion for appointment on the Committee and possess sound knowledge
of finance, accounting practices and internal controls.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of
Companies Act, 2013, our board has constituted Nomination and Remu¬
neration Committee vide Board Resolution dated November 04, 2022 in
accordance with the Section 178 of the Companies Act, 2013. The Nom-

Name of Director Category Position in the Attendance at the Nomination and

committee Remuneration Committee held on

29.05.2024
Priyanka Moondra Rathi	Non-Executive Independent Director	Chairman	Yes
Rajnish Prakash	Non-Executive Non¬ Independent Director	Member	Yes
Gautam Makker	Non-Executive Director	Member	Yes

ination and Remuneration Committee comprises of:

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Man¬
agement Employees;

• Identifying and selection of candidates for appointment as Direc¬
tors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Manage¬
rial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection
and appointment of Directors, Key Managerial Personnel and se¬
nior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior
Management Employees based on certain criteria as approved
by the Board.

The Company has formulated a Remuneration Policy which is annexed
to the Board''s Report in "Annexure VII".

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178(5) of
Companies Act, 2013, our board has constituted the Stakeholders Re¬
lationship Committee vide Board Resolution dated November 04, 2022
in accordance with the Section 178 of the Companies Act, 2013. The

Name of Director Category Position in the Attendance at the Stakeholders

committee Relationship Committee held on

29.05.2024
Priyanka Moondra Rathi	Non-Executive Independent Director	Chairman	Yes
Rajnish Prakash	Non-Executive Independent Director	Member	Yes
Gautam Makker	Non-Executive Director	Member	Yes

Stakeholders Relationship Committee comprises of:

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other secu¬
rities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and
other securities reported lost, defaced or destroyed, as per the
laid down procedure;

• issue new certificates against subdivision of shares, renewal,
split or consolidation of share certificates / certificates relating to
other securities;

• issue and allot right shares / bonus shares pursuant to a Rights
Issue / Bonus Issue made by the Company, subject to such ap¬
provals as may be required;

• to grant Employee Stock Options pursuant to approved Employ¬
ees'' Stock Option Scheme(s), if any, and to allot shares pursuant
to options exercised;

• to issue and allot debentures, bonds and other securities, subject
to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures
/ other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other
Officers of the Share Department to attend to matters relating to
non-receipt of annual reports, notices, non-receipt of declared
dividend / interest, change of address for correspondence etc.
and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders
grievances;

• all other matters incidental or related to shares, debenture

During the year, Four (4) complaints were received from shareholders/
Stakeholders and the same has been resolved within the stipulated
time. Further there are no balance complaints.

The Company had no share transfers pending as on March 31, 2025.

d. The Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee, as per Section 135 of
Companies Act, 2013, our board has constituted the CSR Committee
vide Board Resolution dated November 04, 2022 in accordance with
the Companies Act, 2013. The Corporate Social Responsibility Commit¬
tee comprises of:

Name of Director Category Position Attendance at the Corporate Social

in the Responsibility Committee held on

^committee 29.05.2024

Sunil Menon	Managing Director	Chairman	Yes
Gautam Makker	Non- Executive Director	Member	Yes
Prakash Rajnish	Non-Executive Independent Director	Member	Yes

The terms of reference of the Committee are:

• Formulation of a corporate social responsibility policy to the
Board, indicating the activities to be undertaken by the Company
in areas or subject specified in the Companies Act, 2013. The ac¬
tivities should be within the list of permitted activities specified
in the Companies Act, 2013 and the rules thereunder;

• Recommending the amount of expenditure to be incurred,
amount to be at least 2% of the average net profit of the Compa¬
ny in the three immediately preceding financial years or where
the Company has not completed the period of three financial
years since its incorporation during such immediately preceding
financial years;

• Instituting a transparent monitoring mechanism for implementa¬
tion of the corporate social responsibility projects or programs or
activities undertaken by the Company;

• Monitoring the corporate social responsibility policy from time to
time and issuing necessary directions as required for proper im¬
plementation and timely completion of corporate social respon¬
sibility programmes;

• Identifying corporate social responsibility policy partners and cor¬
porate social responsibility policy programmes; Identifying and
appointing the corporate social responsibility team of the Com¬
pany including corporate social responsibility manager, wherever
required; and Performing such other duties and functions as the
Board may require the Corporate Social Responsibility Committee
to undertake to promote the corporate social responsibility activi¬
ties of the Company or as may be required under applicable laws.

e. The Follow On Public Offer Committee:

Our Board has constituted the FPO Committee vide Board Resolution
dated November 07, 2024. The FPO Committee comprises of following
members:

The Company Secretary shall act as the secretary of the FPO Committee.

Name of the Nature of Directorship Designation

Directors in Committee

Sunil Menon	Managing Director	Chairman
Gautam Makker	Chairman & Non- Executive Director	Member
Hitesh Birla	Chief Financial Officer	Member

The terms of reference of the FPO Committee include the following:

• Approving amendments to the memorandum of association and
the articles of association of the Company;

• Approving all actions required to dematerialize the Equity Shares,
including seeking the admission of the Equity Shares into the
Central Depository Services (India) Limited (the "CDSL") and the
National Securities Depository Limited (the "NSDL");

• Finalizing and arranging for the submission of the Draft Prospec¬
tus ("DP") and the Prospectus ("Prospectus") and any amend¬
ments, supplements, notices or corrigenda thereto, to appropri¬
ate government and regulatory authorities, institutions or bodies;

• Approving a code of conduct as may be considered necessary by
the Board or the FPO Committee or as required under Applicable
Laws for the Board, officers of the Company and other employees
of the Company;

• Issuing advertisements as it may deem fit and proper in accor¬
dance with Applicable Laws;

• Approving suitable policies, including on insider trading, whistle
blower/vigil mechanism, risk management and other corporate
governance requirement that may be considered necessary by
the Board or the FPO Committee or as may be required under
Applicable Laws in connection with the Offering;

• Deciding on the size and all other terms and conditions of the Of¬
fer and/or the number of Equity Shares to be offered in the Offer,
including Reservation, Green Shoe Option and any rounding off in
the event of any oversubscription as permitted under Applicable
Laws;

• Taking all actions as may be necessary or authorized in connec¬
tion with the Offer;

• Appointing and instructing Lead Manager, placement agents,
bankers to the Offer, the registrar to the Offer, bankers of the
Company, managers, underwriters, guarantors, escrow agents,
accountants, auditors, legal counsel, depositories, trustees, cus¬
todians, credit rating agencies, advertising agencies and all such
persons or agencies as may be involved in or concerned with the
Offer and whose appointment is required in relation to the Offer,
including any successors or replacements thereof;

• Opening bank accounts, share/securities accounts, escrow or cus¬
todian accounts, in India or abroad, in Rupees or in any other
currency, in accordance with Applicable Laws;

22. Transfer of shares and unclaimed dividend to Investor Education

and Protection Fund (IEPF):

During the year under review, your Company has not transferred any
unclaimed amount and shares lying with the Company for a period
of seven years to the Investor Education and Protection Fund (IEPF) in
compliance with the applicable provisions of the Companies Act, 2013.

23. Auditors:

a. Independent Auditors: M/S. V. N. Purohit & Co., Chartered Ac¬
countants - Firm Registration No. 304040E Statutory Auditors of
the Company were appointed at the 10^th Annual General Meeting
of the Company held on September 30, 2022 for a period of five
years. Accordingly, M/S. V. N. Purohit & Co., will complete their
term and tenure as envisaged in Section 139 of the Companies
Act, 2013 at the conclusion of this Annual General Meeting to be
held in the year 2026.

b. Cost Auditor: During the year i.e. 2024-25 under review, Cost
audit was not applicable to us.

Further, for the year ended March 31, 2025, the company has an
overall annual turnover of ^145 Crore (One hundred and Forty
Fiver Crore), which exceeds the criteria laid down under Section
148, i.e., ^100 crore. Therefore, according to the provisions of
Section 148 of the Companies Act 2013, the company will get its
Cost Records Audited for the Financial Year 2024-25.

c. Secretarial auditor: During the year under review, the Board
of Directors, on the recommendation of the Audit Committee,
has appointed M Rupareliya & Associates, a practicing company
secretary, as Secretarial Auditor to conduct the secretarial audit
of the Company for the financial year 2024-25.

The company in its Board meeting held on dated 29^th May 2024,
has reappointed M Rupareliya & Associates, a practicing com¬
pany secretary, as Secretarial Auditor to conduct the secretarial
audit of the Company for the financial year 2024-25. They have
confirmed their eligibility for the re-appointment.

24. Independent auditors'' report:

The Statutory Auditor''s report to the Members on the financial state¬
ment for the year ended March 31, 2025 does not contain any qualifica¬
tion, reservation, adverse remark or any disclaimer.

25. Reporting of fraud:

During the year under review, there were no instances of frauds report¬
ed by Auditors under Section 143(12) of the Companies Act, 2013.

26. Credit Rating

During the year under review, the Company obtained a credit rating
from CRISIL Ratings, which assigned a ''CRISIL BBB/Positive/CRISIL A3 ''
rating to the bank facilities of CFF Fluid Control Limited (CFFFCL).

27. Management discussion and analysis Report

A detailed review of operations, performance and future outlook of

your Company and its businesses is given in the Management Discus¬
sion and Analysis, which forms part of this Report as stipulated under
Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Re¬
quirements) Regulations, 2015 details are given in Annexure -IV to this
Report.

28. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards notified by the
Institute of Company Secretaries of India.

29. Conservation of energy, technology absorption and foreign
exchange earnings and outgo

The Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Ac¬
counts) Rules, 2014, is annexed herewith as Annexure - I to this Report.

30. Particulars of contracts or arrangements with related parties
referred to in Sub-section (1) of section 188 of the companies act,
2013:

All related party transactions entered by the Company during the financial
year 2024-25 with related parties were on arm''s length basis and in the
ordinary course of business. No material related party transactions / ar¬
rangements were entered into during the financial year by the Company.

The particulars of transactions with related parties referred in section
188(1) of the Companies Act, 2013 entered by the Company during the
financial year ended March 31, 2025 in Form AOC-2 is annexed herewith
as Annexure -II to this Report.

The details of the transactions with related parties were also provided
in the notes to the financial statements.

31. Risk management policy

Your company recognizes Risk Management as a very important part
of business and has kept in place necessary policies, procedures and
mechanisms. The company proactively identifies monitors and takes
precautionary and mitigation measures in respect of various risks that
threaten the operations and resources of the company.

The Risk Management Policy of the company is available at the link
https://cffdefensys.com/investors/.

32. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Companies
Act, 2013 a Whistle Blower policy has been established. The policy is
available at the website link https://cffdefensys.com/investors/.

33. Corporate social responsibility (CSR) activities during the year
2024-25:

During the year 2024-25, the Company has in place a CSR policy laid
down in accordance with the provisions of Companies Act, 2013 and
rules made thereunder. The Company under its CSR policy, affirms its
commitment of seamless integration of marketplace, workplace, en¬
vironment and community concerns with business operations by un¬
dertaking activities / initiatives that are not taken in its normal course
of business and/or confined to only the employees and their relatives
and which are in line with the broad-based list of activities, areas or
subjects that are set out under schedule VII of the Companies Act, 2013.

The company has spent an amount of Rs. 32,60,000 on CSR activities as
specified in Schedule VII of the Companies Act, 2013, against the 2% of
average profit for the last three years.

The company has spent an amount of Rs. 8,50,000 to Matoshri Jaya-
ben Himmatlal Shah Charitable Trust for use in their efforts towards
empowering lives through education, healthcare, and empowerment
initiatives, bringing hope to the underprivileged

The company has spent an amount of Rs 24,10,000 to Keshavlal V
Bodani Education Foundation for use in their efforts towards providing
greater access and quality in education and rehabilitation services to
children with disability.

Details of CSR activities are given in Annexure - III to this Report.

34. Significant Regulatory Or Court Orders:

During the Financial Year 2024-25 and thereafter till the date of this
Report, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the going
concern status of your Company and its operations in future.

35. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no cases received / filed pur¬
suant to the provisions of the Sexual Harassment of Women at Work¬
place (Prevention, Prohibitions and Redressal) Act, 2013.

a. number of complaints of sexual harassment received in the year
: NIL

b. number of complaints disposed during the year : NIL

c. number of cases pending for more than ninety days : NIL

36. Disclosure of significant and material orders passed by regulators
etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 .

During the year under review, there were no significant or material
order(s) passed by the Regulators / Courts or Tribunals which would im¬
pact the going concern status of the Company and its future operations.

37. Disclosure of internal financial control systems and their adequacy
Rule 8(5)(viii) of the Companies (Accounts) Rules 2014

Our company has in place adequate internal financial controls with ref¬
erence to financial statements. The Board has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its busi¬
ness, including adherence to the Company''s policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and aid in the timely prepara¬
tion of reliable financial statements.

38. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013,
the Annual Return in Form MGT-7 is available on the company''s weblink
https://cffdefensys.com/investors/ .

39. Remuneration of directors and employees and related disclosures
Remuneration is paid to directors and employees in accordance
with the remuneration policy of the company and applicable
statutory provisions.

The information required under Section 197 & Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
is given below.

a. The median remuneration of employees of the Company during
the financial year is Rs. 23,900/-

b. Percentage decrease in the median remuneration of employees
in the financial year 2024-25: 9.46%

c. Number of permanent employees on the rolls of the Company as
on March 31, 2025: 245 (Two Hundred and Forty-Five).

d. It is hereby affirmed that the remuneration paid during the year
is as per the Remuneration policy of the Company.

e. There is no employee covered under the provisions of section
197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs.
1,00,00,000/ - per annum during the period under review. Hence, the
Company is not required to disclose any information as per Rule 5(2) of
the Companies (Appointment and Remuneration) Rules, 2014.

40. Listing on stock exchanges

The Company''s Equity shares are listed on BSE SME Platform (Scrip Code:
543920) and the Listing Fees has been paid to them up to date.

41. Policies of The Company:

The Companies Act, 2013 read with the Rules framed thereunder and
the Securities and Exchange Board of India (Listing Obligations and Dis¬
closure Requirements) Regulations, 2015 ("Listing Regulations") have
mandated the formulation of certain policies for listed and/ or unlist¬
ed companies. All the Policies and Codes adopted by your Company,
from time to time, are available on the Company''s website viz., https://
cffdefensys.com/investors/. pursuant to Regulation 46 of the Listing
Regulations. The Policies are reviewed periodically by the Board of Di¬
rectors and its Committees and are updated based on the need and
new compliance requirements.

42. Human Resources and Industrial relations

Your directors thank all the employees for their cooperation and the con¬
tribution towards harmonious relationship and progress of the company.

43. Prevention of insider trading:

In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended,
the Company has formulated and adopted the revised "Code of Conduct
for Prevention of Insider Trading" ("the Insider Trading Code"). The ob¬
ject of the Insider Trading Code is to set framework, rules and proce¬
dures which all concerned persons should follow, while trading in listed
or proposed to be listed securities of the Company. During the year, the
Company has also adopted the Code of Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ("the Code") in
line with the SEBI (Prohibition of Insider Trading) Amendment Regula¬
tions, 2018. The Code is available on the Company''s website - https://
cffdefensys.com/investors/ .

44. Depository System:

Your Company''s Equity Shares are available for dematerialization
through National Securities Depository Limited (NSDL) and Central De¬
pository Services (India) Limited (CDSL). The ISIN Number of your Com¬
pany for both NSDL and CDSL is INE0NJ001013.

45. Research and development:

Your Company works with the purpose of constant innovation to im¬
prove farmer productivity and thereby to help in feeding the nation.
It continues to focus and invest significantly on cutting edge Research
& Development (R&D) initiatives and strongly believes that productive
R&D is a key ingredient for the Company''s success and growth.

46. Cautionary statement:

Statements in the Directors'' Report and the Management Discussion
and Analysis Report describing the Company''s objectives, projections,
expectations, estimates or forecasts may be forward-looking within the
meaning of applicable laws and regulations. Actual results may differ
substantially or materially from those expressed or implied therein due
to risks and uncertainties. Important factors that could influence the
Company''s operations, inter alia, include global and domestic demand
and supply conditions affecting selling prices of finished goods, input
availability and prices, changes in government regulations, tax laws,
economic, political developments within the country and other factors
such as litigations and industrial relations.

47. Appreciation:

Our Directors wish to place on record sincere appreciation for the sup¬
port and co-operation received from various Central and State Govern¬
ment Departments, organizations and agencies. Your Directors also
gratefully acknowledge all stakeholders of your Company, viz., Share¬
holders, customers, dealers, vendors, banks and other business part¬
ners for excellent support received from them during the Financial Year
under review. Your Directors also express their genuine appreciation to
all the employees of the Company for their unstinted commitment and
continued contribution to the growth of your Company.

For and on behalf of the Board of Director of CFF Fluid Control Limited

Sd/- Sd/-

Sunil Menon Gautam Makker

Managing Director Chairman

DIN: 00409485 DIN: 00354956

Place: Mumbai
Date: 05^th June, 2025

---

Mar 31, 2024

Your Directors have pleasure in presenting this Twelfth (12^th) Directors'' Report along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. Highlights of financial performance:

Your Company''s Standalone performance during the Financial Year 2023-24 as compared to that of the previous Financial Year 2022-23 is summarized below:

Particulars Financial Year ended - Amount

in ''000)

	31/03/2024	31/03/2023
Total Income	10,69,756.82	7,10,993.96
Profit before Exceptional and Extraordinary Item and Tax	2,40,014.11	1,44,159.93
Less: Prior period items and Extraordinary Item	-	180.24
Profit Before Taxation (PBT)	2,40,014.11	1,43,979.69
Less: Tax Expense	69136.64	42,619.79
Profit After Taxation (PAT)	1,70,877.47	1,01,359.90

2. State of affairs of the company, its subsidiaries & joint ventures & other associates/ review of operations.

Your company is primarily in the business of manufacturing and servicing of critical component systems and test facilities for submarines & surface ships for The Indian Navy.

There has been no change in the nature of business of your Company during the Financial Year 2023-24.

Businesses of the Company:

Your company is primarily in the business of manufacturing and servicing of critical component systems and test facilities for submarines & surface ships for The Indian Navy. Further we also design, develop Mechanical Equipments and systems for industries like Nuclear and Clean Energy.

The break up of revenue model between defence sector and non defence sector for FY 2023-24 is as shown on the next page:

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs. 1,687.73 lakhs on fixed assets.

4. Familiarisation programme for directors:

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

5. Dividend:

The Board of Directors, in its meeting held on November 03, 2023, has declared an interim dividend @ 5% per equity share (''0.50 per share) on the paid-up equity share capital of the company which was paid on or before 29^th November, 2023.

Further, the Board of Directors, in its Meeting held on May 29, 2024 has recommended a final dividend @ 5% per equity share (''0.50 per share) on the paid-up equity share capital of the Company, subject to approval of shareholders.

6. Share capital and reserves:

a. Share capital The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs. 14,27,41,000/- divided into 1,42,74 100 equity shares of Rs, 10/- each fully paid up.

During the year under Review the Company has attained the status of being listed on BSE SME Platform with effect from June 12, 2023. Through its prospectus dated May 23, 2023, the Company successfully raised ^8,580.00 lakhs by offering 52,00,000 equity shares at ^10 each via an initial public offering. Further 52,00,000 Equity Shares of face value of Rs. 10/-each were available under the Offer, at Issue Price of Rs. 165. The paid up Equity Share Capital of the Company as on March 31, 2024 is Rs. 19,47,41,000/- divided into 1,94,74,100 equity shares of Rs, 10/- each fully paid up.

b. Transfer to Reserves: The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the year.

7. Cash Flow Statements

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

8. Transfer of unpaid and unclaimed dividends to investor education

and protection fund

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 202324, there was no amount due for transfer to IEPF.

9. Subsidiary/ joint venture/ associate company

The Company does not have any Subsidiary, Joint venture or an Associate Company.

10. Deposits:

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. Change in the nature of business, if any:

During the year, there was no change in the nature of business of the company.

12. Material changes and commitments after the reporting period

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

13. Significant and material orders

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

14. Corporate governance

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

15. Extract of annual return:

The Annual Return of the Company as on 31^st March, 2024 is available on the website of the Company at https://cffdefensys.com/.

16. Scheme of Amalgamation / Arrangement:

During the Financial Year 2023-24, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

17. Details in Respect of Adequacy of Internal Financial Controls With Reference to the Financial Statement:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 2023-24.

18. Details of Application Made or any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016, during the Financial Year along with their status as at the end of the financial year:

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

19. Details of difference between the amount of valuation at the time of one-time Settlement and the valuation done at the time of taking a loan from the banks or Financial institutions along with the reasons thereof:

During the Financial Year 2023-24, the Company has not made any settlement with its bankers for any loan(s) / facility (ies) availed or / and still in existence.

20. Particulars Of Loans, Guarantees And Investments Under Section 186 Of The Companies Act, 2013:

The Company has not given any loans, guarantees or made any investments under section186 of the Companies Act, 2013

21. Board matters:

A. Directors'' Responsibility Statement pursuant to section 134 of the Companies Act, 2013

Your Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. the accounting policies selected were applied consistently and the judgments and estimates made 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, 2024 and of the profit of the company for the year ended on that date;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a going concern basis;

v. adequate internal financial controls have been laid down, have been followed and have been operating effectively;

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and those systems have been adequate and operating effectively.

B. Declaration of independent directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Independent Directors of the company have registered their names in the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

During the financial year 2023-24, Board meetings were convened and held on 10^th April , 2023, 23^rd May 2023, 07^th June 2023, 31^st July, 2023, 30^th August 2023, 03^rd November, 2023 and 5^th February, 2024.

D. Criteria for performance evaluation

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. Factors of evaluation include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

Executive Directors

Performance of the Executive Directors is evaluated on broad criteria such as contribution and value addition to the Board and Committees thereof; contribution to the Company and management to achieve its plans, goals, corporate strategy and risk mitigation; level of participation in the Board and Committee meetings, etc. Director being evaluated does not participate in the evaluation process. The performance of Board as a whole is evaluated by the Independent Directors on the basis of its duties and responsibilities as per terms of reference. The Chairman''s performance is evaluated by Independent Directors on the above parameters after taking into account the views of Executive and Non-Executive Directors.

E. Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 25^th March, 2023. At the meeting, the Independent of the company reviewed the performance of the Non-Independent Directors and the Board as a whole; reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Nonexecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall performance of the Directors and the Board as a whole.

F. Directors

There were no Appointment/ Resignation/ Change in Designation of directors during the year under review.

G. Retirement by Rotation

Mr. Gautam Makkar, (DIN: 00354956) Chairman and Non-Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment and the resolution under item No.2 seeking approval of the Members for his re-appointment has been incorporated in the Notice convening the 12^th Annual General Meeting of the Company along with brief details about his.

H. Changes in Key Managerial Personnel

There were no Changes in Key Managerial Personnel during the year under review.

Further Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013, as on date of report, following are the Key Managerial Personnel of the Company:

• Sunil Menon, Managing Director,

• Hitesh Birla, Chief Financial Officer and

• Sonika Mehta, Company Secretary and Compliance Officer.

I. Disclosures by Directors:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s. M Rupareliya & Associates, Practicing Company Secretary is annexed to the Board''s Report as "Annexure VI".

J. Committees of the board:

a. Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, our board has constituted the Audit Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The audit committee comprises of:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			31.07.2023	03.11.2023
Rajnish Prakash	Non-Executive Independent Director	Chairman	Yes	Yes
Priyanka Moondra Rathi,	Non-Executive Independent Director	Member	Yes	Yes
Sunil Menon	Managing Director	Member	Yes	Yes

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company''s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor''s Limited Review Report thereon / Audited Annual Financial Statements and Auditors'' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company''s accounting principles with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, our board has constituted Nomination and Remuneration Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

Name of Director	Category	Position in committee	the Attendance at the Nomination and Remuneration Committee held on 31.07.2023
Priyanka Moondra Rathi	Non-Executive Independent Director	Chairman	Yes
Rajnish Prakash	Non-Executive NonIndependent Director	Member	Yes
Gautam Makkar	Non-Executive Director	Member	Yes

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection

and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board''s Report in "Annexure VII".

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178(5) of Companies Act, 2013, our board has constituted the Stakeholders Relationship Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

The terms of reference of the Committee are:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders Relationship Committee held on 31.07.2023
Priyanka Moondra Rathi	Non-Executive Independent Director	Chairman	Yes
Rajnish Prakash	Non-Executive Independent Director	Member	Yes
Gautam Makkar	Non-Executive Director	Member	Yes

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees'' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, Four (4) complaints were received from shareholders/ Stakeholders and the same has been resolved within the stipulated time. Further there are no balance complaints.

The Company had no share transfers pending as on March 31, 2024.

d. The Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee, as per Section 135 of Companies Act, 2013, our board has constituted the CSR Committee vide Board Resolution dated November 04, 2022 in accordance with the Companies Act, 2013. The Corporate Social Responsibility Committee comprises of:

Name of Director	Category	Position in committee	the Attendance at the Corporate Social Responsibility Committee held on 31.07.2023
Sunil Menon	Managing Director	Chairman	Yes
Gautam Makkar	Non- Executive Director	Member	Yes
Prakash Rajnish	Non-Executiv Independent Director	e Member	Yes

The terms of reference of the Committee are:

• Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the Company in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted activities specified in the Companies Act, 2013 and the rules thereunder;

• Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company in the three immediately preceding financial years or where the Company has not completed the period of three financial years since its incorporation during such immediately preceding financial years;

• Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs or activities undertaken by the Company;

• Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

• Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes; Identifying and appointing the corporate social responsibility team of the Company including corporate social responsibility manager, wherever required; and Performing such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of the Company or as may be required under applicable laws.

22. Transfer of shares and unclaimed dividend to Investor Education

and Protection Fund (IEPF):

During the year under review, your Company has not transferred any unclaimed amount and shares lying with the Company for a period of seven years to the Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013.

23. Auditors:

a. Independent Auditors: M/S. V. N. Purohit & Co., Chartered Accountants - Firm Registration No. 304040E Statutory Auditors of the Company were appointed at the 10^th Annual General Meeting of the Company held on September 30, 2022 for a period of five years. Accordingly, M/S. V. N. Purohit & Co., will complete their term and tenure as envisaged in Section 139 of the Companies Act, 2013 at the conclusion of this Annual General Meeting to be held in the year 2026.

b. Cost Auditor: During the year i.e. 2023-24 under review, Cost audit was not applicable to us.

Further, for the year ended March 31, 2024, the company has an overall annual turnover of r107 Crore (One hundred and Seven Crore), which exceeds the criteria laid down under Section 148, i.e., ^100 crore. Therefore, according to the provisions of Section 148 of the Companies Act 2013, the company will get its Cost Records Audited for the Financial Year 2024-25.

c. Secretarial auditor: During the year under review, the Board of Directors, on the recommendation of the Audit Committee, has appointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2023-24.

The company in its Board meeting held on dated 29^th May 2024, has reappointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25. They have confirmed their eligibility for the re-appointment.

24. Independent auditors'' report:

The Statutory Auditor''s report to the Members on the financial statement for the year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or any disclaimer.

25. Reporting of fraud:

During the year under review, there were no instances of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013.

26. Credit Rating

During the year under review, no credit rating has been obtained for the company.

27. Management discussion and analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 details are given in Annexure -IV to this Report.

28. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards notified by the Institute of Company Secretaries of India.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - I to this Report.

30. Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of section 188 of the companies act, 2013:

All related party transactions entered by the Company during the financial year 2023-24 with related parties were on arm''s length basis and in the ordinary course of business. No material related party transactions / arrangements were entered into during the financial year by the Company.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the Company during the financial year ended March 31, 2024 in Form AOC-2 is annexed herewith as Annexure - II to this Report.

The details of the transactions with related parties were also provided in the notes to the financial statements.

31. Risk management policy

Your company recognizes Risk Management as a very important part of business and has kept in place necessary policies, procedures and mechanisms. The company proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten the operations and resources of the company.

The Risk Management Policy of the company is available at the link https://cffdefensys.com/investors/.

32. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013 a Whistle Blower policy has been established. The policy is available at the website link https://cffdefensys.com/investors/.

33. Corporate social responsibility (CSR) activities during the year 2023-24:

During the year, the Company has in place a CSR policy laid down in accordance with the provisions of Companies Act, 2013 and rules made thereunder. The Company under its CSR policy, affirms its commitment of seamless integration of marketplace, workplace, environment and community concerns with business operations by undertaking activities / initiatives that are not taken in its normal course of business and/or confined to only the employees and their relatives and which are in line with the broad-based list of activities, areas or subjects that are set out under schedule VII of the Companies Act, 2013.

The company has spent an amount of Total Amount of Rs. 25,50,000 on CSR activities as specified in Schedule VII of the Companies Act, 2013, against the 2% of average profit for the last three years.

The Company had deposited a sum of Rs. 8.50 Lakhs pertaining to CSR expenditure for the year ended on 31^st March 2023 to the "PM Cares Fund" specified under Schedule VII of the Companies Act, 2013 before due date and for the Financial year ended on 31^st March 2024, the company has spent an amount of Rs. 17,00,000 to KESHAVLAL V. BODANI EDUCATION FOUNDATION for use in their efforts towards providing greater access and quality in education and rehabilitation services to children with disability.

Details of CSR activities are given in Annexure - III to this Report.

34. Significant Regulatory Or Court Orders:

During the Financial Year 2023-24 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

35. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no cases received / filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

36. Disclosure of significant and material orders passed by regulators etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 .

During the year under review, there were no significant or material order(s) passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

37. Disclosure of internal financial control systems and their adequacy Rule 8(5)(viii) of the Companies (Accounts) Rules 2014

Your company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and aid in the timely preparation of reliable financial statements.

38. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the company''s weblink https://cffdefensys.com/investors/ .

39. Remuneration of directors and employees and related disclosures

Remuneration is paid to directors and employees in accordance with the remuneration policy of the company and applicable statutory provisions.

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a. The median remuneration of employees of the Company during the financial year is Rs. 26,400/-

b. Percentage decrease in the median remuneration of employees in the financial year 2023-24 : 10.92 %

c. Number of permanent employees on the rolls of the Company as on March 31, 2024: 67 (Sixty Seven).

d. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e. There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

40. Listing on stock exchanges

The Company''s Equity shares are listed on BSE SME Platform (Scrip Code: 543920) and the Listing Fees has been paid to them up to date.

41. Policies of The Company:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company''s website viz., https:// cffdefensys.com/investors/. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

42. Human Resources and Industrial relations

Your directors thank all the employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

43. Prevention of insider trading:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in

line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company''s website - https:// cffdefensys.com/investors/ .

44. Depository System:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0NJ001013.

45. Research and development:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

46. Cautionary statement:

Statements in the Directors'' Report and the Management Discussion and Analysis Report describing the Company''s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company''s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

47. Appreciation:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

For and on behalf of the Board of Director of CFF Fluid Control Limited

Gautam Makkar

Chairman DIN: 00354956

Place: Mumbai

Date: 5^th September 2024

---

Mar 31, 2023

The Directors have pleasure in presenting this Eleventh (11th) Directors’ Report along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s Standalone performance during the Financial Year 2022-23 as compared to that of the previous Financial Year 2021-22 is summarized below:

Particulars	Financial Year ended - Amount in ‘000)
	31/03/2023	31/03/2022
Total Income	7,10,993.96	4,71,239.10
Profit before Exceptional and Extraordinary Item and Tax	1,44,159.93	1,04,393.70
Less: Extraordinary Item	180.24	663.17
Profit Before Taxation (PBT)	1,43,979.69	1,03,730.53
Less: Tax Expense	42,619.79	26,398.85
Profit After Taxation (PAT)	1,01,359.90	77,331.68

2. STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES/ REVIEW OF OPERATIONS Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year 2022-23.

The business-wise performance of your Company is discussed in detail as follows:

Businesses of the Company:

Your company is primarily in the business of manufacturing and servicing of critical component systems and test facilities for submarines & surface ships for The Indian Navy. Further we also design, develop Mechanical Equipments and systems for industries like Nuclear and Clean Energy.

Your promoters and group companies have been in the defence manufacturing space for more than 20 years. Our company was incorporated with a purpose of having dedicated new entity focussed on meeting the growing requirements of Indian Navy, Mazagaon Dockyard and Shipbuilders Limited (MDL) for manufacturing and supplying mechanical equipment for the “Scorpene” Submarine Program of India. Soon after inception, a TOT (Transfer of Technology) was signed between CFF and Coyard SAS France for design, manufacture and supply of Mechanical Components for the Scorpene submarine program. The TOT was approved by relevant authorities and after factory inspection; our company was awarded license for production of mechanical components for the Scorpene Submarine Program.

Company facilities are situated at Khopoli from where we design, manufacture and service fluid control systems, distributor and air panels. Weapons and Control Systems, Steering gear. Propulsion Systems, High Pressure Air Systems, Hydraulics Systems, Breathing and Diving Air Systems and Integrated Platfonn Management Systems for submarines and surface ships for the Indian Navy and its OEMs. The facility is spread over 6,000 sq. mtrs. and has all the relevant state of the art machinery and testing facilities. Our facility is approved by Indian Navy, MDL & Naval Group (France) and has ISO 9001:2015 certification for quality management systems.

Since incorporation, up to March 31, 2023, we have completed orders from Indian Navy (including its OEMs) worth Rs. 18,678.79 lakhs and we have a robust order book as on March 31, 2023 of Rs.9,004.00 lakhs of which over 90 % pertains to orders from Indian Navy (including its OEMs). The highlights of some of the key defence sector projects which we were part of w.r.t supply and servicing of equipment’s are as below:

• SSK Class Submarine

• Kalveri Class Submarine

• Kilo Class Submarine

The Company does not have any Subsidiary, Joint venture or an Associate Company.

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs. 1947.44 lakhs on fixed assets.

4. Dividend:

Your Directors do not recommend any dividend for the financial year 2022-23.

5. Share capital and reserves:

a) Share capital:

The Authorized Share Capital of the Company was increase from ? 100.00.000 (One Crore) divided into 10,00,000 (Ten Lakhs) Equity Shares of ? 10 each to ? 20,00,00,000 (Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of? 10 each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on July 07, 2022.

Further the Authorized Share Capital of the Company was increase from ? 20,00,00,000 (Twenty Crore ) divided into 2,00,00,000 (Two Crore) Equity Shares of? 10 each to ? 21,00,00,000 (Twenty One Crore) divided into 2,10,00,000 (Two Crore Ten Lakhs) Equity Shares of? 10 each pursuant to Shareholders Resolution passed at the Extra Ordinary General Meeting held on November 25, 2022.

The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs. 14,27,41,000/- divided into 1,42,74 100 equity shares of Rs, 10/- each fully paid up.

Further on July 11, 2022 company has allotted 1,35,60,395 shares as Bonus in the ratio 19:1 shares,

b) Transfer to Reserves:

The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the year.

6. Deposits:

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. Change in the nature of business, if any:

During the year, there was no change in the nature of business of the company.

8. Material changes and commitments after the reporting period

The Company has obtained the status of being listed on BSE SME Platform with effect from July 12, 2023. The Company managed to raise ? 8,580.00 Lakhs by initial public offer of 52,00,000 equity shares of? 10 each through its prospectus dated May 23, 2023. Further stakeholder may find the Prospectus though link:

https://cffdefensvs.com/volans/wp-content/uploads/2023/05/Prospectus-of-CFF-Fliiid-Control-Limited.pdf

Listing on Stock Exchanges:

The Company has obtained the status of being listed on BSE SME Platform with effect from July 12, 2023. The Company managed to raise ? 8,580.00 Lakhs by initial public offer of 52,00,000 equity shares of? 10 each through its prospectus dated May 23, 2023. Further 52,00,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 165. The Offer opened for subscription on May 30, 2023 and closed on June 02, 2023 and the Offer was subscribed approx. 1.95 times. The Equity shares of CFF have been listed on BSE SME Platform) on July 12, 2023.

There were as mentioned above the only material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

9. Scheme of Amalgamation / Arrangement:

During the Financial Year 2022-23, your Company has not proposed or considered or approved any Scheme of Merger / Amalgamation / Takeover / Demerger or Arrangement with its Members and/or Creditors.

10. Details in Respect of Adequacy of Internal Financial Controls With Reference to the Financial Statement:

In the opinion of the Board of Directors of your Company, adequate internal financial controls are available, operative and adequate, with reference to the preparation and finalization of the Financial Statement for the Financial Year 202223.

11. Details of Application Made or any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016, during the Financial Year along with their status as at the end of the financial year:

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

12. Details of difference between the amount of valuation at the time of one-time Settlement and the valuation done at the time of taking a loan from the banks or Financial institutions along with the reasons thereof:

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

13. Public Deposits:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

14. Particulars Of Loans, Guarantees And Investments Under Section 186 Of The Companies Act, 2013:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2023-2, have been provided in the Notes to the Financial Statement if any.

Your Company has not given any loans, guarantees or made any investments under sectionl86 of the Companies Act, 2013

15. Board matters:A. Directors’ Responsibility Statement pursuant to section 134 of the Companies Act, 2013

Your Board of Directors hereby confirms that:

i ) In the preparation of the annual accounts of the Company for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the accounting policies selected were applied consistently and the judgments and estimates made 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, 2023 and of the profit of the company for the year ended on that date;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts have been prepared on a going concern basis;

v) adequate internal financial controls have been laid down, have been followed and have been operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and those systems have been adequate and operating effectively.

B. Declaration of independent directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. Independent Directors of the company have registered their names in the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

During the financial year 2022-23, Eleventh (If) Board meetings were convened and held on 11^th April, 2022, 11^th June, 2022, 1 l^,h July 2022, 02^nd September 2022, 15th September 2022, 04^,h November 2022, 07^th November 2022, 21^st November 2022, 12^th December 2022, 17^th January 2023 and 31^st March 2023.

D. Criteria for performance evaluation Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. Factors of evaluation include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behavior and judgment.

Executive Directors

Performance of the Executive Directors is evaluated on broad criteria such as contribution and value addition to the Board and Committees thereof; contribution to the Company and management to achieve its plans, goals, corporate strategy and risk mitigation; level of participation in the Board and Committee meetings, etc. Director being evaluated does not participate in the evaluation process. The performance of Board as a whole is evaluated by the Independent Directors on the basis of its duties and responsibilities as per terms of reference. The Chairman’s performance is evaluated by Independent Directors on the above parameters after taking into account the views of Executive and NonExecutive Directors.

E. Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was held on 22nd March, 2023. At the meeting, the Independent of the company reviewed the performance of the Non-Independent Directors and the Board as a whole;

reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Nonexecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall performance of the Directors and the Board as a whole.

F. Directors

During the year under review, Priyanka Moondra Rathi (DIN: 09485101) was appointed ad Non-Executive Independent Director through special Resolution passed in the extra ordinary general September 05, 2022 for period of 5 (Five) consecutive years from September 02, 2022 to September 01, 2027.

Further, Sunil Menon, (DIN: 00409485) was redesignated as Managing Director through special Resolution passed in the Annual general September 30, 2022 for period of 5 (Five consecutive with effect from September 30, 2022 to September 29, 2027.

Further, Gautam Makkar (DIN: 00354956) was redesignated as NonExecutive Director through Resolution passed in the Annual general September 30, 2022 for period of 5 (Five) consecutive with effect from September 30, 2022 to September 29, 2027.

Further, Rajnish Prakash (DIN: 08595423) was appointed additional Non-Executive Independent Director through special Resolution passed in the Annual General Meeting held on September 30, 2022 for period of 5 (Five) consecutive with effect from September 30, 2022 to September 29, 2027.

G. Retirement by Rotation

Sunil Menon, (DIN: 00409485) Managing Director Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment and the resolution under item No.2 seeking approval of the Members for her re-appointment has been incorporated in the Notice convening the 11th Annual General Meeting of the Company along with brief details about his.

H. Changes in Key Managerial Personnel

During the year under review, Hitesh Birla was appointed as Chief Financial Officer w.e.f. 1st August, 2022, Sunil Menon was appointed as Managing Director w.e.f 30^th September, 2023 and Sonika Mehta was appointed as Company Secretary and Compliance Officer w.e.f. 4th November, 2022.

Further Pursuant to the provisions of Section 2(51) and 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are Sunil Menon, Managing Director, Hitesh Birla, Chief Financial Officer and Sonika Mehta, Company Secretary and Compliance Officer.

I. Disclosures by Directors:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184( 1) as well as intimation by directors in Fonn DIR 8 under Section 164(2 ) and declarations as to compliance with the Code of Conduct of the Company.

J. Committees of the board:

a. Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, our board has constituted the Audit Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The audit committee comprises of:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			07.11.2022	17.01.2023
Rajnish Prakash	Non-Executive Independent Director	Chairman	Yes	Yes
Priyanka Moondra Rathi,	Non-Executive Independent Director	Member	Yes	Yes
Sunil Menon	Managing Director	Member	Yes	Yes

The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies

Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and

possess sound knowledge of finance, accounting practices and internal control s.

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, our board has constituted Nomination and Remuneration Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on
			17.01.2023
Priyanka Moondra Rathi	Non-Executive Independent Director	Chairman	Yes
Rajnish Prakash	Non-Executive Non-Independent Director	Member	Yes
Gautam Makkar	Non-Executive Director	Member	No

The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure 1

c. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178(5) of Companies Act, 2013, our board has constituted the

Audit Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the

Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders Relationship Committee held on 17.01.2023
Priyanka Moondra Rathi	Non-Executive Independent Director	Chairman	Yes
Rajnish Prakash	Non-Executive Independent Director	Member	Yes
Gautam Makkar	Non-Executive Director	Member	Yes

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time

to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees’ Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematenalization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2023.

d. The Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee, as per Section 135 of Companies Act, 2013, our board has constituted the CSR Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders Relationship Committee held on
			04.11.2022	31.03.2023
Sunil Menon	Managing Director	Chairman	Yes	Yes
Gautam Makkar	Non- Executive Director	Member	Yes	Yes
Prakash Rajnish	Non-Executive Independent Director	Member	Yes	Yes
The terms of reference of the Committee are:

Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the Company in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted activities specified in the Companies Act, 2013 and the rules thereunder;

Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit of the Company in the three immediately preceding financial years or where the Company has not completed the period of three financial years since its incorporation during such immediately preceding financial years;

Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or programs or activities undertaken by the Company;

Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes; Identifying and appointing the corporate social responsibility team of the Company including corporate social responsibility manager, wherever required; and Performing such other duties and functions as the Board may require the Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of the Company or as may be required under applicable laws

16. Transfer of shares and unclaimed dividend to Investor Education and Protection Fund (IEPF):

During the year under review, your Company has not transferred any unclaimed amount and shares inlying with the Company for a period of seven years to the Investor Education and Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013.

17. Auditors:a) Independent Auditors:

M/S. V. N. Purohit & Co., Chartered Accountants - Finn Registration No. 304040E Statutory Auditors of the Company were appointed at the 10th Annual General Meeting of the Company held on September 30, 2022 for a period of five years. Accordingly, M/S. V. N. Purohit & Co., will complete their term and tenure as envisaged in Section 139 of the Companies Act, 2013 at the conclusion of this Annual General Meeting to be held in the year 2026 and are eligible for reappointment.

b) Cost Auditor:

During the year under review, Cost Auditor was note applicable to us

c) Secretarial auditor:

During the year under review. Cost Auditor was note applicable to us further, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2023-24. They have confirmed their eligibility for the re-appointment.

18. Independent auditors’ report:

The Statutory Auditor’s report to the Members on the standalone financial statement for the year ended March 31, 2023 does not contain any qualification, reservation, adverse remark or any disclaimer.

19. Reporting of fraud:

During the year under review, there were no instances of frauds reported by Auditors under Section 143( 12) of the Companies Act 2013.

20. Credit Rating

During the year under review, no credit rating has been obtained for the company

21. Management discussion and analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 details are given in Annexure -D to this Report.

22. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards notified by the Institute of Company Secretaries of India.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure —B to this Report.

24. Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of section 188 of the companies act, 2013:

All related party transactions entered by the Company during the financial year 2022-23 with related parties were on arm’s length basis and in the ordinary course of business. No material related party transactions / arrangements were entered into during the financial year by the Company.

The particulars of transactions with related parties referred in section 188(1) of the Companies Act, 2013 entered by the Company during the financial year ended March 31, 2023 in prescribed Fonn AOC-2 is annexed herewith as Annexure —C to this Report.

The details of the transactions with related parties were also provided in the notes to the financial statements.

25. Risk management policy

Your company recognizes Risk Management as a very important part of business and has kept in place necessary policies, procedures and mechanisms. The company proactively identifies monitors and takes precautionary and mitigation measures in respect of various risks that threaten the operations and resources of the company.

The Risk Management Policy of the company is available at the link https://cffdefensvs.com/investors/policies/

26. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Companies Act, 2013 a Whistle Blower policy has been established. The policy is available at the website link https://cffdefensvs.com/investors/policies/

27. Corporate social responsibility (CSR) activities during the year 2022-23:

your company has spent an amount of Rs. 8,50,000 on CSR activities (Through transferring fund to PM CARE Fund as specified in Schedule VII of the Companies Act, 2013) , against the 2% of average profit for the last three years. Details of CSR activities are given in Annexure -D to this Report.

28. Significant Regulatory Or Court Orders:

During the Financial Year 2022-23 and thereafter till the date of this Report, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of your Company and its operations in future.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

30. Disclosure of significant and material orders passed by regulators etc. under Rule 8(5)(vii) of the Companies (Accounts) Rules 2014 During the year under review, there were no significant or material order(s) passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

During the year under review, there is no application/ proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial Institutions.

31. Disclosure of internal financial control systems and their adequacy Rule 8(5)(viii) of the Companies (Accounts) Rules 2014

Your company has in place adequate internal financial controls with reference to financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and aid in the timely preparation of reliable financial statements.

32. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the company’s weblink https://cffdefensvs.com/investors/annual-reports/

33. Remuneration of directors and employees and related disclosures Remuneration is paid to directors and employees in accordance with the remuneration policy of the company and applicable statutory provisions.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure-10 to this Report.

34. Listing on stock exchanges

The Company’s Equity shares are listed on BSE SME Platform (Scrip Code: 543920) and the Listing Fees has been paid to them up to date.

35. Policies of The Company:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("‘Listing Regulations”) have mandated the formulation of certain policies for listed and/ or unlisted companies. All the Policies and Codes adopted by your Company, from time to time, are available on the Company’s website viz., https://cffdefensvs.com/investors/policies/. pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

36. Human Resources and Industrial relations

Your directors thank all the employees for their cooperation and the contribution towards harmonious relationship and progress of the company.

37. Depository System:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0NJ001013.

38. Research and development:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D) initiatives and strongly believes that productive R&D is a key ingredient for the Company’s success and growth.

39. Cautionary statement:

Statements in the Directors’ Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

40. Appreciation:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.