డైరెక్టర్ల నివేదిక Fabtech Technologies Ltd.

Mar 31, 2026

Your Directors ("the Board") have pleasure in presenting Company’s 08,n (Eight) Board Report along with the Audited
Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended March 31,2026 ("FY 2025-26”).

FINANCIAL PERFORMANCE

The financial performance of your Company is summarized below:

Particulars

Standalone

Consolidated

FY ended
March 31, 2026

FY ended
March 31,2026

FY ended
March 31,2026

FY ended
March 31, 2025

Revenue from Operations

26,804.55

23,642.35

41,077.18

32,666.85

other income

2,309.52

1,022.73

2,055.77

927.36

Total Income

29,114.07

24,665.08

43,132.95

33,594.21

Profit from ordinary activities before
exceptional items and tax

3,152.94

3,015.81

4,649.92

4,25850

Less: Exceptional Items

90.52

2,197.80

177.49

1,784.86

Profit boforo Taxes

3,243.46

5,213.61

4,827.41

6,043.36

Less: Current Tax

920.00

1,358.00

1,102.34

1,463.15

Less: Deferred Tax

(177.46)

19.25

(186.35)

(63.93)

(Excess) / Short provision for tax relating to prior
period/ year

75.62

(1.21)

75.62

(1.15)

Profit for the year

2,425.30

3,837.57

3,835.80

4,645.29

Earning per Equity Share (Face Value: Rs. 10/-)

Basic (Rs.)

6.33

11.85

10.00

14.34

Diluted (Rs.)

6.33

11.85

10.00

14.34

The standalone and consolidated financial statements of the company for FY 2025-26 are prepored in accordance with
the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting standards ("ind AS") and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 ("SEBl listing Regulations") which
shall be discussed in detail in the ’Management Discussion and Analysis Report''.

The Financial Statements are presented in Indian Rupees ("INR") and all amounts are rounded to the nearest Lakhs, except
as stated otherwise.

PERFORMANCE AND STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company expanded its global footprint and strengthened its presence across more
than 62 countries spanning the Middle East, Africa, Asia, Europe, Latin America, and North America. The Company has
established a significant presence in key emerging economies including Bangladesh. Egypt, Ethiopia, India. Kenya, the
Kingdom of Saudi Arabia, Morocco, Nicaragua. Nigeria, South Africa, Turkey, the United Arab Emirates, the United States of
America, and Tanzania.

Th© Company continues to leverage its extensive technical expertise and robust infrastructure to deliver comprehensive
solutions for the establishment of aseptic manufacturing facilities, covering the entire value chain from conceptual design
to regulatory certification.

The Company offers end-to-end services for greenfield projects, including disease identification, project planning, design,
engineering, procurement, quality assurance, logistics management, as well as installation and commissioning. These
services are delivered to a diverse customer base across multiple geographies, with a particular focus on emerging
markets.

As an integrated turnkey engineering solutions provider, the Company plays a critical role in ensuring optimal utilization
of resources by delivering customized solutions tailored to the specific requirements of each project. By managing all
aspects of project execution from conception to completion, the Company ensures seamless coordination across various
stages, thereby enhancing efficiency and increasing the likelihood of successful project implementation.

a) Standalone Financial Statements:

During the year under review, the Company recorded revenue from operations on a standalone basis for FY 2025-26 at
Its. 26,804.55 lakhs, registering a growth of 13.38% as compared to its. 23,642.35 lakhs in FY 2024-25. The profit for the year
stood at Rs. 2,425.30 lakhs as against Rs. 3,837.57 lakhs reported in FY 2024-25.

b) Consolidated Financial Statements:

During the year under review, the Company recorded revenue from operations on a consolidated basis for FY 2025-26 at
Rs. 41,077.18 lakhs, registering a growth of 25.75% as compared to Rs. 32,666.85 lakhs in FY 2024-25 The profit for the year
stood at Rs 3,835.80 lakhs as against Rs 4,645.29 lakhs reported in FY 2024-25.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from public during the financial year nor has any outstanding deposits in
terms of Section 73 and 76 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the
requirements of Chapter V of the Companies Act, 2013.

TRANSFER TO GENERAL RESERVES:

Your Company has not transferred any amount to General Reserve for the FY 2025-26.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in the nature of business of the Company.

CHANGE IN SHARE CAPITAL:

During the year under review, the Company successfully launched an Initial Public Offer (''lPOv) of 1,20,58,555 equity shares
having face value of Rs.10/- each, at a price of Rs.l9l/- per equity share (including a premium of Rs. 18l/- per equity share)
(discount of Rs. 9/- was offered to eligible Employees bidding In the Employee Reservation Portion) aggregating to Rs.
23,029.65 Lakhs.

The ipo was undertaken by the Company through the fresh issue route and it comprised of (a) 60,17,126 Equity Shares to
qualified institutional bidders (b) 18.05,139 Equity Shares to Non- Institutional Investors (c) 42,11,990 Equity Shares to retail
individual investors and (d) 24,300 Equity Shares to eligible Employees under the employee reservation portion. The equity
shares were allotted to eligible applicants on October 03, 2025, and the listing and trading of the Company''s shares
commenced on October 07,2025, on BSE Limited and National Stock Exchange of India Limited.

Consequently, the issued, subscribed and paid-up share capital of the Company was at Rs. 44,45,07,940/- comprising of
4/44,50,794 equity shares of face value of Rs. 10/- each as on March 31,2026, as against Rs. 32,39,22,390/- comprising of
3,23,92,239 equity shares of face value of Rs. 10/- each as on March 31, 2025. The Company has only one class of equity
shares.

INITIAL PUBLIC OFFER (IPO):

The Company successfully completed the IPO process and the equity shares of the Company were listed on National
Stock Exchange of India Limited and BSE Limited on October 07,2025.

Details of Proceeds from the Issue are set forth below:

Particulars

Amount

Gross proceeds of the Issue

23,029.65

(less) issue Expenses

2,277.63

Net Proceeds of the issue

20,752.02

The utilization of funds raised through IPO have been mentioned hereunder

Objocts

Amount Allocated

Amount Utilised as on March 31,2026

Funding working capital
requirements of our Company

12,700.00

2,747.24

Pursuing inorganic growth initiatives
through acquisitions

3,000.00

0.00

Issue Expenses

2,277.63

2,235.46

General Corporate Purposes

5,052.02

125.00

Total

23,029.65

5,707.70

The Board expresses its gratitude to SEBi, Stock Exchanges, Registrar of Companies and other regulatory authorities, for
their support and co-operation in enabling the Company to access the capital markets. The Board further acknowledges
the support extended by the intermediaries of the IPO during the listing process.

The Board would also like to convey its heartfelt thanks to all shareholders and investors for the confidence and trust
reposed in the Company and its management.

ESTABLISHMENT OF CORPORATE OFFICE

in line with the Company''s growth and expansion plans and with a view to strengthening its operational and
administrative functions, the Board of Directors at its meeting held on August 02,2025 approved the establishment of the
Company''s new Corporate Office at the following address:

1st Floor, abr Emerald, Plot no DS, Street 16, MlDC Andheri East, Chakola MlDC, Mumbai, Maharashtra, Indio, 400093.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:

Changes between the end of the Financial Year and the date of Report.

The changes in the composition of the Board of Directors that occurred after the end of the Financial Year and up to the
date of this Report are set out under the section titled "Re-structuring of the Board of Directors and Key Managerial
Personnel”, which forms part of this Board''s Report.

Changes during the Financial Year.

a. Listing of Equity Shares of the Company

During the year under review, the Equity Shares of the Company were listed on the National Stock Exchange of India
Limited and BSE Limited with effect from October 07, 2025. Pursuant to which the status of the Company changed
from an unlisted public company to a listed public company and accordingly, the Corporate identification Number
(ON) of the Company was changed from U74999MH20I8PLC316357 to L74999MH20I8PLC3I6357.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, there were no significant or material orders passed by any Regulators. Courts, or Tribunals
impacting the going concern status of the Company and its operations.

DIVIDEND:

The Board is pleased to recommend a final dividend of Rs.0.60/- (Rupees Sixty Paisa only) per equity share of the
Company for the year ended March 31, 2026. The Board recommended dividend based on the parameters laid down in
the Dividend Distribution Policy. The said dividend on equity shares is subject to the approval of the Shareholders at the
ensuing Annual General Meeting (*AGM"). If approved, the dividend would result in a cash outflow of Rs. 2,66,70,476/-
(Rupees Two Crore Sixty-Six lakh Seventy Thousand Four Hundred Seventy-Six Only).

Pursuont to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the
Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income
Tax Act, 1961.

Further, the Company has formulated a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (listing
Obligations and Disclosure Requirements) Regulations, 2015. The same is available on the website of the Company at
https://fabtechnologies.com/wp-content/uploads/2024/09/Dividend-Policy-l.pdf

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board of Directors of the Company comprises of 6 (Six) Board Members out of which 1 (One) is
an Executive Director, 2 (Two) are Non-Executive Directors and 3 (Three) are Non-Executive independent Directors which
includes 1 (One) Woman Non-Executive Independent Director.

The composition of the Board of Directors of the Company as on March 31.2026 is as follows:

Sr. No.

Name of Directors

DIN

Designation

1.

Mr. Hemont Mohan Anavkar

00150776

Executive Director

2.

Mr. Amjod Adam Arbani

02718019

Non-Executive Director

3.

Mr. Chirag Himatlal Doshi

08532321

Non-Executive Director

4.

Mr. Shyam Nagorao Khante

06918122

Non-Executive Independent Director

5.

Ms. Aparna Narendra Sharma

07132341

Non-Executive independent Director

6.

Mr. Naushad Alimohamed Panjwani

06640459

Non-Executive independent Director

Wore: The changes in the composition of Board of Directors after the end of fy 2025-26 ore detailed below.
RE-STRUCTURING OF THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Appointments/Resignations/Changes in the Board of Directors:

The following changes took place among the Board of Directors of the Company during the year under review and as on
date of this report:

/. Appointment of Directors:

During the financial year under review, no Director was appointed on the Board of the Company.

However, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors
approved the following appointments after the end of FY 2025-26:

• Ms. Rupal Dhiren Haria (DIN: 10624643) as an Additional Non-Executive, independent Director of the Company
with effect from April 03,2026, for a term of five consecutive years, subject to the approval of the shareholders,

• Ms. Bharti Khanna (DIN: 05147844) as an Additional Non-Executive, Independent Director of the Company with
effect from May 25,2026 for a term of five consecutive years, subject to the approval of the shareholders.

if. Cessation of Directors:

During the financial year under review, no Director ceased to hold office on the Board of the Company.

However, after the end of fy 2025-26,

• Ms. Aparna Narendra Sharma ceased to be a Non-Executive Independent Director of the Company with effect
from end of business hours on April 02,2026 upon completion of her tenure.

• Mr. Shyam Nagorao Khante ceased to be a Non-Executive independent Director of the Company with effect from
end of business hours on June 25,2026 upon completion of his tenure.

b) Key Managerial Personnel (KMP):

In accordance with the provisions of Section 2(5l) and Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory'' modification(s) or re¬
enactments) thereof for the time being in force the following are the KMP''s of the Company:

Sr.

No.

NameofKMP

Designation

1.

Mr. Ashwani Singh

Chief Executive Officer

2.

Mr. Kaipesh Chimanlal chauhan

Chief Financial officer

3.

Ms. Neetu Aditya Tibrewal

Company Secretary & Compliance Officer

RETIRE BY ROTATION:

Mr. Amjad Adam Arbani, Non-Executive Director of the Company will retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment. Mr. Amjad Adam Arbani has also confirmed his eligibility to
be re-appointed as Non-Executive Director of the Company at the Annual General Meeting

COMPOSITION OF COMMITTEES:

The composition of the Committees during the year under review is in accordance with the provisions of the Listing
Regulations and the Act. details of which are as follows:

Audit Committee

Nomination & Remuneration Committee

Mr. Naushad Alimohmed Panjwani - Chairperson

Ms. Aparna Sharma- Chairperson

Ms. Aparna Sharma - Member

Mr. Naushad Alimohmed Panjwani - Member

Mr. Shyam Nagorao Khante - Member
Mr Ghirnn Mirr\nTlnl fV»shi - Mnmhnr

Mr. Shyam Nagorao Khante - Member
Mr Ohirnn Himritlnl Doshi - Memher

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

Ms. Aparna Sharma- Chairperson
Mr. Naushad Alimohmed Panjwani - Member
Mr. Amjad Adam Arbani - Member
Mr. Chirag Himatlal Doshi - Member

Mr. Shyam Nagorao Khante - Chairperson
Mr. Hemant Mohan Anavkar - Member
Mr. Amjad Adam Arbani - Member
Mr. Chirag Himatlal Doshi - Member

Risk Management Committee

Mr. Chirag Himatlal Doshi - Chairperson
Mr. Naushad Alimohmed Panjwani - Member
Mr. Amjad Adam Arbani - Member
Mr. Hemant Mohan Anavkar- Member

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the independent Directors of the Company to the effect that they are
meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 including
the compliance of relevant provisions of the Companies (Appointment an Qualifications of Directors) Rules, 2014 and
Regulation 25 of SEBi Listing Regulations and the Regulation 16(l)(b) of the SEBl (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (•''SEBl Listing Regulations").

The Independent Directors hove also confirmed that they have complied with Schedule IV of the Companies Act, 2013. The
Board is of the opinion that the independent Directors of the Company possess requisite qualifications, skills, experience
and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified
in the Act and are independent of the management.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

in compliance with the requirements of Regulation 25(7) of the SEBi Listing Regulations, the company has organised
familiarisation programmes for the independent Directors to familiarise them with the company, their rotes, rights,
responsibilities in the Company, nature of the industry in which the company operates, business model etc.

The details of the Familiarisation Programme are available on the website of the Company at
https://fabtechnologies.com/disclosure-under-regulation-46/

ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:

The Board has adopted a policy for evaluating its performance and as well as that of its Committees and Individual
Directors, including the Chairperson of the Board and the same can be accessed on the website at
https://fabtechnologies.com/wp-content/uploads/2026/0l/Policy-on-tvaluation-of-BOD-and-iD-l.pdf

The Nomination and Remuneration Committee (nrc) and the Board have conducted an annual performance evaluation
in accordance with the policy of the Company, Companies Act, 2013 and SE8I regulations. The evaluation was based on
detailed questionnaires covering factors such as Board composition, governance effectiveness, strategic oversight,
committee functioning, independence, and Individual contributions. Both, NRC and the Board, were satisfied with the
evaluation process, which reflected the overall engagement of the Board and Its Committees with the Company.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year under review, the Board of Directors regularly met to deliberate and take decisions on key business
strategies, policies, financial matters, operational performance, and other significant affairs of the Company. In addition
to the scheduled meetings, certain proposals were approved by circulation from time to time to address urgent business
requirements and ensure smooth decision-making. During the year, a total of 11 (Eleven) Board Meetings were convened
and held.

Detailed information regarding the meetings of Board and ite Committees are provided in the Corporate Governance
Report forming part of this Annual Report.

VIGIL MECHANISM:

The Company is committed to conducting its affairs in a fair, transparent, and ethical manner, while upholding the highest
standards of honesty and integrity. In accordance with the provisions of Section 177 of the Companies Act, 2013, the
Company has adopted a Whistle Blower Policy and established an effective vigil mechanism for directors and employees
to report genuine concerns relating to unethical conduct, fraud, or improper practices without fear of retaliation or
adverse consequences.

The policy is available on the website of the Company at

https://fabtcchnologies.com/wp-contont/uploads/2024/09/vigil-Mechanism-Whistle-Blower-Policy-l.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies
Act, 2013 (''the Act'') are provided in the Notes forming part of the Audited Financial Statements for the period ended March

31, 2026. Further register under Section 186 is maintained and kept at the Registered Office of the Company pursuant to
the Companies Act, 2013 and its amendment thereof.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties were in the ordinary course of the business and on arm''s length basis and are
reported in the Notes forming part of the Audited Financial Statements. The Company has formulated a policy on Related
Party Transactions and the same is available on the website of the Company at
https://fabtechnologies.com/wp-content/uploads/2024/09/Policy-on-Related-Party-lransactions-1.pdf

During the year under review, all Related Party Transactions entered into were in the Ordinary Course of Business and at
Arms'' Length Basis. All transactions entered into with related parties were approved by the Audit Committee and the Board
in line with regulatory requirements.

There were no material transactions with related parties. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the FY 2025-26 and hence
does not form part of this report

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March 2026, the Company has two wholly owned Subsididry Companies, two Step-down Subsidiary and one
Associate Company. The Company does not have any Joint Venture companies.

Sr. No

Name ol the Company

Subsidiary/Associate

1

FT Institutions Private Limited

Subsidiary

2

Fabtech Technologies LLC

Subsidiary

3

Mark Maker Engineering Private Limited

Associate

4

FTS Cleanrooms Systems LLC

Step Down Subsidiary

5

Fabtech Lifecare Company

Step Down Subsidiary

Fabtech Technologies LLC proposes to acquire Specialized Contracting Activities LLC which is yet to commence its
operations.

Further, the Company transferred 51% of its holding in FABL International Technologies LLP to Fabtech Technologies
International Private Limited, resulting in its cessation as a wholly owned Subsidiary with effect from April 012025.

Statement containing salient features of the financial statements of subsidiaries and associate of the Company in Form
AOC-1 and is enclosed as
Anncxurc Aof this report.

AUDITORS:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, m/s. Ajmera and
Ajmera (FRN: 018796C), Chartered Accountants were re-appointed as the Statutory Auditors of the Company at the 7*
Annual General Meeting held for the Financial Year 2024-25 for a period of 5 (five) years from the conclusion of 7m Annual
General Meeting till the conclusion of 12m Annual General Meeting for the Financial Year 2029-30. The requirement for the
annual ratification of auditors'' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act,
2017.

(b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014. M/s. Kiran Doshi & Co, Company Secretaries. (Peer review No. 1977/2022) were
appointed as the Secretarial Auditors of the Company at the 7th Annual General Meeting held for the Financial Year 2024-
25 for a period of 5 (five) years from the conclusion of 7th Annual General Meeting till the conclusion of 12,h Annual General
Meeting for the Financial Year 2029-30.

The Secretarial Audit of the Company for Financial Year 2025-26 was also conducted by M/s. Kiran Doshi & Co. Company
Secretaries and the respective Secretarial Audit Report has been annexed os
Annexure B and forms integral part of this
Report.

(c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014, the Board of Directors of the Company have appointed m/s. S H B A & Co LIP as Internal Auditor of the company for
a period of three years from FY 2025-26 to FY 2027-2028.

During the year under review, the Internal Auditor has conducted audit of financial year 2025-26 and submitted report
thereof to the management of the Company.

MANAGEMENT EXPLANATION ON AUDITOR''S OBSERVATIONS:

During the year under review. Statutory Auditor has given a report without any qualification or adverse remarks. Hence no
explanation is required to be provided by the Board of Directors/ Management.

The Notes to the financial statements referred in the Auditor''s Report are self-explanatory. The Auditor''s Report is enclosed
with the financial statements forming part of this Annual Report

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the SEBl Listing Regulations, is annexed to this Report as
Annexure C

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report and the certificate from the practicing company secretaries as required in terms of
the SEBl Listing Regulations, forms part of this Report as
Annexure D.

ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return has been placed on the website of the Company
and can bo accessed at https://fabtechnologies.com/annual-returns

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company believes in conducting its business in a socially responsible, ethical and environmentally sustainable
manner and remains committed towards contributing to the social and economic development of the communities in
which it operates.

in accordance with the provisions of Section 135 of the Companies Act. 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors has constituted a Corporate Social
Responsibility (''CSR") Committee and formulated a Corporate Social Responsibility Policy (“CSR Policy*) indicating the
guiding principles, framework and activities to be undertaken by the Company as part of its CSR initiatives.

The CSR Policy of the Company is available on the website of the Company at
https://fabtechnologios.com/wp-content/uploads/2024/09/CSR-Policy.pdf

The Annual Report on CSR Activities containing the details of composition of the CSR Committee. CSR expenditure and the
initiatives undertaken by the Company during the financial year, as prescribed under the Companies Act, 2013 and the
Rules made thereunder, is annexed herewith as
Annoxurc E and forms an integral part of this Report

REMUNERATION POLICY AND CRITERIA FOR APPOINMENT OF DIRECTORS:

The Company has in place a process for selection of any Director, wherein the Nomination and Remuneration Committee
identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position
and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes,
independence, age and other criteria as laid down under the Act, SEBI Listing Regulations or other applicable laws.

The same is available on website of the Company at

https://fabtechnologies.com/wp-content/uploads/2024/09/NRC-Policy-l.pdf
RISK MANAGEMENT POLICY:

In terms of the requirement of the Companies Act. 2013, the Company has developed and implemented the Risk
Management Policy and the same is reviewed periodically by the Board of Directors. Salient features of the policy are as
under:

1. To institute a risk intelligence charter for the organization;

2. To safeguard that all the current and expected risk exposures of the organization are identified, qualitatively
and quantitatively assessed, analysed and appropriately managed

3. To enable passivity with the relevant legal and regulatory necessities and international norms.

4. To assure noticeable achievement of objectives and enhancement of financial solidity of the organization.

The Risk Management Policy of the Company is uploaded on the Company''s website at the following web link:
https://fabtochnologies.com/wp-content/uploads/2024/09/Risk-Management-Policy.pdf

MAINTENANCE OF COST RECORDS UNDER SECTION 148 (l) OF COMPANIES ACT 2013:

As per the Cost Audit Rules, cost audit or maintenance of cost records is not applicable to the Company for FY 2025-26.
REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have not reported any frauds to the Audit Committee or to the Board
of Directors under Section 143(12) of the Companies Act, 2013.

APPLICATIONS OR PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2013:

During the year under review, the Company has not made any applications neither there are any proceedings pending
under the Insolvency and Bankruptcy Code, 2016.

INTERNAL FINANCIAL CONTROL:

Pursuant to Section 143(3)(i) of the Companies Act, 2013, the Statutory Auditors have reported on the adequacy and
operating effectiveness of the Company''s Internal Financial Controls. The Company has established and maintains an
adequate internal control system commensurate with the nature, size and complexity of its operations. These controls are
designed to ensure the orderly and efficient conduct of business, safeguarding of assets, accuracy and completeness of
accounting records, and timely preparation of reliable financial information.

The Audit Committee, comprising experienced and qualified Directors, regularly reviews the effectiveness of the internal
control framework through its interactions with the Statutory Auditors, Internal Auditors and the Management. The Internal
Auditors independently evaluate the adequacy and effectiveness of internal controls and compliance with the Company''s
policies, procedures and applicable laws, and their observations are periodically reviewed by the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (“POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no
tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted
Internal Complaints Committee(s) (iCCs) to redress and resolve any complaints arising under the POSH Act.

The composition of Internal Complaints Committee is as under:

Sr. No.

Name

Designation

1

Melitta Fernandes

Presiding officer

2

Archana Suryawanshi

Member

3

Mohammad Zahid

Member

4

Archana Bhatte

Member

5

Manashvi Parikh

External Member

The Company has not received any complaints during the Financial Year 2025-26.

In compliance with the General Circular No. G.S.R, 357(e) dated May 30, 2025 issued by the Ministry of Corporate Affairs,
the details of the complaints received during the Financial Year 2025-26 by the Company are as follows:

Sr. No.

Particulars

Response

1

Number of Sexual Harassment
Complaints received

Nil

2

Number of Complaints disposed off

Not Applicable

3

Number of Coses pending for more
than 90 days

MATERNITY BENEFITS:

The Company hereby confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961, including the
following:

• Adequate provisions have been made for grant of maternity leave to eligible women employees, in accordance with
the prescribed norms under the Act.

• All eligible women employees have been provided maternity leave with full salary and benefits during the period of
such leave.

• Maintenance of records and registers as required under the Act. The Company remains committed to maintaining
a supportive and inclusive workplace, ensuring full compliance with all applicable labour laws including those
related to maternity benefits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A. CONSERVA TION OF ENERGY:

(i) Stops takon or impact on conservation of energy- The Operations of the Company are not energy intensive.
However, company continues to implement prudent practices for saving electricity and other energy resources
in day-to-day activities.

(ii) Steps taken by the Company for utilizing alternate sources of energy- Though the activities undertaken by
the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when
the necessity arises.

(iii) The capital investment on energy conservation equipment- Nil

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorptionThere is no technology absorption by the Company. However,
the company constantly strives for maintenance and improvement in quality of its products and entire Research
& Development activities are directed to achieve the aforesaid goal.

(ii) the benefits derived like product Improvement, cost reduction, product development or Import substitution

Not Applicable

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year):
Not Applicable

(a) the details of technology imported:

(b) the year of Import:

(c) whether the technology been fully absorbed:

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

(e) the expenditure incurred on Research and Development:

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the year, following were the Foreign exchange earnings and Out-go:

Particulars

Amount

Foreign Exchange earnings:

FOB Value of Export Sales

20,764.11

Installation and Commissioning Services

2,870.24

Foreign Exchange Outgo:

1. Value of Imports on C.I.F Basis

1,709.12

2. Expenditure In Foreign Currencies

2,089.90

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the
Management, would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there
has been no material departure;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis;

(v) They have laid down Internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively; and

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (iCSl):

The Company is in regular compliance of the applicable provisions of Secretarial standards issued by the institute of
Company secretaries of India.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act. 2013 read with Rule 5(l) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as
Annexure F and form Integral part
of this Report.

In terms of proviso to Section 136 of the Act. the Report and Accounts are being sent to the shareholders, excluding the
statement containing particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The aforesaid details are open for inspection at the Registered Office of the Company during business hours on all working
days of the Company, up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining such
details may write to the Company Secretary of the Company at [email protected].

Female

27

Male

159

Transgender

0

Total

186

SUCCESSION PLAN:

Your Company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key
Management Personnel and Senior Management and the same is available on the website of the Company at
https://fabtechnologies.com/wp-contont/uploads/2024/09/Policy-On-Succession-Planning-Of-Board-And-Senior-
Management.pdf

CAUTIONARY STATEMENT:

The statements contained in the Board''s Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable laws and regulations. These statements are based on current
expectations, assumptions and projections about future events, which may change due to numerous factors such as
economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated
and incidental factors may however lead to variation in actual results.

OTHER GENERAL DISCLOSURES:

During the financial year under review.

a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

b) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission
from any of its Subsidiaries.

e) There was no instance of one-time settlement with any Bank or Financial institution.

f) The Company does not have any shares in Unclaimed Suspense Demat Account

g) The Company has adopted various policies in accordance with Companies Act. 2013 and SEBl Listing Regulations and
the same can be accessed on our website at https://fabtechnologies.com/policies/

ACKNO WLEDGEMENTS:

The Board of Directors express their gratitude for the valuable support and co-operation extended by various Government
authorities and stakeholders including shareholders, banks, financial institutions, viewers, vendors and service providers.

The Board olso place on record their deep appreciation towards the dedication and commitment of your Company''s
employees at all levels and look forward to their continued support in the future as well.

ForFABTECH TECHNOLOGIES LIMITED
(Formerly known as Fabtcch Technologies Private Limited)

Sd/- Sd/-

HEMANT MOHAN ANA VKAR AMJAD ADAM ARB AN!

DIRECTOR DIRECTOR

DIN-. 00150776 DIN-. 02718019

Date: July 24, 2026
Place: Mumbai

Mar 31, 2025

The Board of Directors ("the Board") are pleased to present the 07th (Seventh) Annual Report
on the business and operations of the Fabtech Technologies Limited ("the Company" or
"Fabtech") along with the Audited Standalone and Consolidated Financial Statements of the
Company for the financial year ended on March 31, 2025 ("FY 2024-25").

FINANCIAL PERFORMANCE (Standalone and Consolidated):

The Company''s financial performance for the FY 2024-25 are summarized below: -

Year ended March 31, 2025

Year ended March 31, 2024

Particulars

Standalone

Consolidated

Standalone

Consolidated

Total Income

24,665.08

33,594.21

22,954.77

23,060.44

Total Expenditure

21,649.27

29,367.93

19,473.80

19,621.56

Profit/(Loss) before Tax

5,213.61

6,043.36

3,480.97

3,577.01

Current Tax

1,358.00

1,463.15

896.00

896.00

(Excess) / Short provision for tax relating
to prior year

(1.21)

(1.15)

-

-

Deferred Tax

(19.25)

(63.93)

(37.18)

(40.72)

Share in profit of associate

-

32.22

-

138.14

Profit/(Loss) after Tax

3,837.57

4,645.29

2,622.15

2,721.74

Balance carried to Balance Sheet

3,824.15

4,632.70

2,621.57

2,722.47

Earning per Equity Share (Face Value: Rs.
10/-)

Basic (INR)

11.85

14.34

8.13

8.43

Diluted (INR)

11.85

14.34

8.13

8.43

The standalone, as well as the consolidated financial statements, have been prepared in
accordance with the provisions of the Companies Act, 2013 ("the Act") and Indian Accounting
Standards ("Ind AS").

The Financial Statements are presented in Indian Rupees and all amounts are rounded to the
nearest Lakhs, except as stated otherwise.

PERFORMANCE OVERVIEW:

a) Standalone basis:

The revenue from operations on standalone basis for FY 2024-25 stood at 523,642.35 Lakhs as
against 522,502.59 Lakhs for FY 2023-24, registering a growth of 5.06%. Whereas the profits for
FY 2024-25 stood at 53,837.57 Lakhs as against 52,622.15 Lakhs for FY 2023-24 marking a rise by
46.35%.

b) Consolidated basis:

The revenue from operations on consolidated basis for FY 2024-25 stood at 532,666.85 Lakhs as
against 522,613.63 Lakhs for FY 2023-24, registering a growth of 44.46%. Whereas the profits for
FY 2024-25 stood at 54,645.29 Lakhs as against 52,721.74 Lakhs for FY 2023-24 marking a rise by
70.67%.

REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

REVIEW OF BUSINESS PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS:

The Company is engaged in the business of providing turnkey project solutions to pharmaceuticals
and allied industries by way of supplying pharmaceutical machineries/ equipment, in house
designing and engineering and to undertake other activities required in various pharmaceutical
turnkey projects.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review, there are no changes in the nature of business of the Company.
DIVIDEND:

During the year under review, the Board of Directors do not recommend any Final Dividend on the
Equity Shares of the Company in view of conservation of profits.

However, the Board of Directors, at their meeting held on 4th June, 2024, declared a Special
Dividend of Rs.1.50/- per equity share of face value of Rs. 10/- (Rupees Ten only) each for the
Financial Year 2024-25, which was subsequently paid to the Shareholders.

Further, the Company has formulated a Dividend Distribution Policy in accordance with Regulation
43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is
available on the website of the Company at
www.fabtechnologies.com

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

During the year under review, there were no unpaid or unclaimed dividends liable to be transferred
to the Investor Education and Protection Fund (IEPF) pursuant to the applicable provisions of the
Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended ("Rules"). Accordingly, no shares were required to
be transferred to the IEPF.

TRANSFER TO RESERVES

No part of the profit for the year was transferred to General Reserves during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR:

? Conversion from Private Limited Company to Public Limited Company

The Company has converted from Private Limited Company to Public Limited Company and
consequently upon conversion, the name of the Company has been changed from "Fabtech
Technologies Private Limited" to "Fabtech Technologies Limited" and the fresh certificate of
incorporation dated 24th July, 2024 was issued by the Registrar of Companies.

? Alteration of Memorandum and Articles of Association of the Company.

As part of the Company''s preparation for its proposed Initial Public Offering (IPO), the
Memorandum and Articles of Association were amended via Special Resolution passed
by the members of the Company in Extra-Ordinary General Meeting of the Company held
on 26th June, 2024. The amendments were carried out to align the Company''s charter
documents with the requirements of the Companies Act, 2013 and SEBI (ICDR) Regulations,
and to incorporate provisions necessary for a public listed company, including changes
related to share capital structure, governance norms, and shareholder rights.

? Acquisition of Land

During the year under review, the Company acquired a parcel of land located at Khalapur,
Raigad, from its Group Company, Fabtech Technologies International Private Limited
(formerly known as Fabtech Technologies International Limited). The said acquisition was
approved by the shareholders through a special resolution passed at the Extra-Ordinary
General Meeting held on 2nd August, 2024. This acquisition is aligned with the Company''s
long-term strategic growth plans.

? Filing of Draft Red Herring Prospectus

During the year under review, the Company filed its Draft Red Herring Prospectus (DRHP) with
the Securities and Exchange Board of India (SEBI) on 14th September, 2024, in connection
with its proposed Initial Public Offering (IPO). The IPO is intended to raise funds to support the
Company''s growth plans.

The filing of the DRHP marks an important step in the Company''s journey towards becoming
a listed entity and is expected to have a meaningful impact on its capital structure,
compliance framework, and overall market presence.

SHARE CAPITAL:

? Bonus Issue of Shares

During the period under review, the Company issued and allotted 2,94,47,490 (Two Crore Ninety-
Four Lakhs Forty-Seven Thousand Four Hundred and Ninety) Equity Shares of Rs.10/- (Rupees
Ten Only) each to the holders of existing equity shares of the Company in the proportion of 10
(Ten) equity shares for every 1 (one) existing equity share held by the Members, approved by
Shareholders in meeting dated 15th March, 2024, were allotted pursuant to resolution passed by
the Board of Directors dated 3rd April, 2024.

? Issued, Subscribed & Paid-Up Capital

The Issued, Subscribed & Paid-Up Capital of the Company as on 31st March, 2025 is Rs.32,39,22,390/-
(Rupees Thirty-Two Crores Thirty-Nine Lakhs Twenty-Two Thousand Three Hundred and Ninety
only) divided into 3,23,92,239 (Three Crores Twenty-Three Lakhs Ninety-Two Thousand Two
Hundred and Thirty-Nine) Equity Shares of Rs.10/- (Rupees Ten Only) each.

DEPOSITS:

The Company has not accepted any deposits as on 31st March, 2025 within the meaning of Section
73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, the Board of Directors of the Company comprises of 6 (six) Board
Members out of which 1 (one) is an Executive Director, 2 (two) are Non-Executive Directors and 3
(three) are Non-Executive Independent Directors.

The composition of the Board of Directors of the Company as on the date of this Report is as
follows:

Sr. No

Name of Directors

DIN

Designation

1.

Mr. Naushad A Panjwani

06640459

Chairman and Non-Executive
Independent Director

2.

Mr. Hemant Mohan Anavkar

00150776

Executive Director

3.

Mr. Amjad Adam Arbani

02718019

Non-Executive Director

4.

Mr. Chirag Himatlal Doshi

08532321

Non-Executive Director

5.

Mr. Shyam Nagorao Khante

06918122

Non - Executive Independent Director

6.

Ms. Aparna Sharma

07132341

Non - Executive Independent Director

Changes in the composition of the Board of Directors and Key Managerial Personnel
during the Financial Year 2024-25 and up to the date of this report:

a) Appointments/Resignations/Changes in the Board of Directors:

The following changes took place among the Board of Directors of the Company during the
Financial Year and as on the date of this Report:
i. Appointment of Directors:

Sr.

No.

Name of the Directors

Designation

Appointment/Re-

appointment

Date

1.

Ms. Aparna Sharma

Non - Executive, Independent Director

Appointment

03/04/2024

2.

Mr. Hemant Mohan Anavkar

Executive Director

06/06/2024

3.

Mr. Chirag Himatlal Doshi

Non-Executive Director

06/06/2024

4.

Mr. Shyam Nagorao Khante

Non - Executive, Independent Director

26/06/2024

5.

Mr. Amjad Adam Arbani

Non-Executive Director

13/07/2024

6.

Mr. Naushad A Panjwani

Non - Executive, Independent Director

30/07/2024

All Directors have confirmed that they are not disqualified under the provisions of Section 164(2)
of the Companies Act, 2013.

Further, the Board of Directors in their meeting held on 17th February, 2025, approved appointment
of Mr. Naushad Alimohmed Panjwani, Non- Executive Independent Director as Chairman of the
Board of Directors.

ii. Cessation of Directors:

Sr.

No.

Name of the Directors

Designation

Reasons

Date of Cessation

1.

Mr. Shyam Nagorao Khante

Non-Executive, Additional Independent
Director

29/05/2024

2.

Mr. Chirag Himatlal Doshi

Nominee Director

Resignation

30/05/2024

3.

Mr. Hemant Mohan Anavkar

Executive Director

31/05/2024

4.

Mr. Amjad Adam Arbani

Executive Director

09/07/2024

b) Key Managerial Personnel (KMP):

The following changes took place among the Key Managerial Personnel (KMP) of the Company
during the year under review and as on the date of this Report:

Sr.

No.

Name of the Directors

Designation

Appointment/

Cessation

Date

1.

Mr. Guman Mal Jain

Chief Financial Officer

Resignation

17/10/2024

2.

Mr. Kalpesh Chimanlal
Chauhan

Chief Financial Officer

Appointment

18/11/2024

RETIRE BY ROTATION:

Mr. Chirag Himatlal Doshi, Non-Executive Director of the Company will retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr. Chirag
Himatlal Doshi has also confirmed his eligibility to be re-appointed as Non-Executive Director of
the Company at the Annual General Meeting.

INDEPENDENT DIRECTORS:

The appointment of the Independent Directors on the Board of Directors of the Company is subject
to the provisions of Section 149 and Schedule IV of the Companies Act, 2013.

The Company has obtained declarations from the Independent Directors of the Company to the
effect that they are meeting the criteria of independence as provided in sub-section (6) of Section
149 of the Companies Act, 2013 including the compliance of relevant provisions of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

The Independent Directors have also confirmed that they have complied with Schedule IV of the
Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, skills, experience and expertise and they hold highest standards
of integrity (including the proficiency) and fulfils the conditions specified in the Act and are
independent of the management.

BOARD EVALUATION:

The Board has adopted a formal mechanism for evaluating its performance and as well as that
of its committees and individual Directors, including the Chairman of the Board. The exercise
was carried out annually through a structured evaluation process covering various aspects
of the Boards functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.

The Board carried out a comprehensive evaluation of its own performance as a whole, as well
as that of its committees and individual directors, and concluded that it was satisfied with the
performance of all directors.

The Board of Directors met 10 (Ten) times during the Financial Year 2024-25 and the details of the
same are mentioned below:

No. of Board Meeting

Date of the Board Meeting

No. of Directors Present

1

3rd April, 2024

4

2

4th June, 2024

2

3

30th July, 2024

5

4

14th August, 2024

6

5

6th September, 2024

5

6

13th September, 2024

4

7

18th November, 2024

4

8

5th December, 2024

6

9

6th December, 2024

6

10

17th February, 2025

5

The gap intervening between any two consecutive meetings was not more than one hundred and
twenty days.

Attendance of the Directors for the Board Meetings held in the Financial Year 2024-25:

Board Meetings held during the Financial Year

Sr.

No.

Name of the Directors

Designation

Held

Entitled to
Attend

Attended

% of

attendance

1

Mr. Amjad Adam Arbani

Non-Executive Director

10

10

9

90.00

2

Mr. Hemant Mohan Anavkar

Executive Director

10

9

7

77.78

3

Mr. Chirag Himatlal Doshi

Non-Executive Director

10

9

7

77.78

5

Mr. Shyam Nagorao Khante

Non-Executive,
Independent Director

10

9

8

88.89

6

Ms. Aparna Sharma

Non-Executive,
Independent Director

10

9

9

100

7

Mr. Naushad Alimohmed
Panjwani

Non-Executive,
Independent Director

10

7

7

100

COMMITTEE MEETINGS:

A. Nomination & Remuneration Committee

Number of Meetings Held: 3

Attendance

Sr. No.

Date of Meeting

Total numbers of Members as on
the date of Meeting

Number of
Members attended

% of attendance

1

18.11.2024

4

4

100

2

05.12.2024

4

4

100

3

17.02.2024

4

4

100

B. Audit Committee

Number of Meetings Held: 4

Attendance

Sr. No.

Date of Meeting

Total numbers of Members as on
the date of Meeting

Number of
Members attended

% of attendance

1.

06.09.2024

4

3

75

2.

18.11.2024

4

4

100

3.

05.12.2024

4

4

100

4.

17.02.2024

4

4

100

C. Corporate Social Responsibility Committee

Number of Meetings Held: 1

Attendance

Sr. No.

Date of Meeting

Total numbers of Members as on
the date of Meeting

Number of

Members attended % of attendance

1.

17.02.2024

4

3 75

VIGIL MECHANISM:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and
adopted by Board of Directors of the Company in compliance with the provisions of Section 177
(10) of the Act.

The Policy also provides protection to the directors, employees and business associates who
report unethical practices and irregularities. Any incidents that are reported are investigated and
suitable action is taken in line with the Whistle Blower Policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The loans given, investments made and guarantee given and securities provided under Section
186 of the Companies Act, 2013 forms a part of the Note No. 7, 8, 12, 16 and 41 of the Standalone
Financial Statements for the FY 2024-25, which forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties were in the ordinary course of the business and on
arm''s length basis and are reported in the Notes to the Financial Statements. The Company has
formulated a policy on Related Party Transactions and the same is available on the website of the
Company at www.fabtechnologies.com

The disclosure of Related Party Transactions as required under Section 188 (2) and 134(3) of the
Companies Act, 2013 in Form AOC-2 is annexed as "Annexure - A".

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March 2025, the Company has two wholly owned Subsidiary Companies and one Step-
down Subsidiary, one Associate Company and no Joint venture.

The Company transferred 51% of 33.33% equity shareholding in TSA Process Equipments Private
Limited to Thermax Limited, resulting in its cessation as an Associate Company with effect from
6th February, 2024.

Further, as on 31st March 2025, the Company also holds 100% investment in FABL International
Technologies LLP.

The details in Form AOC-1 is annexed as "Annexure - B" to this Report.

During the year under review:

? The Company acquired 33.33% stake in Mark Maker Engineering Private Limited as approved
in the Board Meeting held on 05th December 2024, thereby designating it as an Associate
Company in accordance with the applicable provisions of the Companies Act, 2013

AUDITORS:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there
under, M/s. Ajmera and Ajmera (FRN: 018796C), Chartered Accountants were appointed as the
Statutory Auditors of the Company at the Annual General Meeting held for the Financial Year
2019-20 for a period of 5 (five) years from the conclusion of that Annual General Meeting till the
conclusion of Annual General Meeting for the Financial Year 2024-25.

On the recommendation of the Audit Committee, the Board at its Meeting held on 2nd August,
2025 have proposed the appointment of M/s. Ajmera and Ajmera (FRN: 018796C), Chartered
Accountants as Statutory Auditors of the Company for a second term of 5 years, i.e., from the
conclusion of the Annual General Meeting for Financial Year 2024-25 until the conclusion of the
Annual General Meeting for Financial Year 2029-30.

The Company has also received a confirmation from M/s. Ajmera and Ajmera (FRN: 018796C),
Chartered Accountants, to the effect that they are eligible and not disqualified under section 141
of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as Auditors of
the Company. The requirement for the annual ratification of auditors'' appointment at the AGM
has been omitted pursuant to companies (amendment) Act, 2017.

(b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed
M/s. KJB & CO LLP (AAM-3002), Practicing Company Secretary as Secretarial Auditors of the
Company for Financial Year 2024-25. They have undertaken Secretarial Audit of the Company
for Financial Year 2024-25. The report given by the Secretarial Auditor has been annexed as
"Annexure - C" and form integral part of this Report.

On the recommendation of the Audit Committee, the Board at its Meeting held on 2nd August,
2025, have proposed the appointment of M/s. Kiran Doshi & Co., Practicing Company Secretaries,
having Firm Peer review No. 1977/2022) as Secretarial Auditors of the Company for first term of 5
years, i.e., from the conclusion of the Annual General Meeting for Financial Year 2024-25 until the
conclusion of the Annual General Meeting for Financial Year 2029-30.

(c) Internal Auditors:

During the year under review, pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company appointed M/s. Bathiya
& Associates LLP as the Internal Auditors for the Financial Year 2024-25.

Subsequently, the firm underwent a name change to M/s. S H B A & Co LLP, which was duly noted
and taken on record by the Board of Directors

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
During the year under review, the statutory auditors has not reported any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in this Board''s report.

ANNUAL RETURN:

The Annual Return has been placed on the website of the Company and can be accessed at
https://fabtechnologies.com/annual-returns/. In terms of Rules 11 and 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar
of Companies within the prescribed timelines.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Subsequent to the end of the financial year and up to the date of this Report, the Company
entered into a transaction for the sale of 51% of its equity stake in FABL International Technologies
LLP to Fabtech Technologies International Private Limited, thereby resulting in the cessation of its
status as a subsidiary of the Company with effect from 1st April, 2025.

Apart from the above, there have been no other material changes and commitments affecting
the financial position of the Company between the end of the financial year and the date of this
Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND FOUNDATION''S
OPERATIONS IN FUTURE:

During the year under review, there were no significant or material orders passed by any
Regulators, Courts, or Tribunals against the Company that have an impact on the going concern
status of the Company and its operations.

1. AUDIT COMMITTEE:

Pursuant to Section 177 and other applicable provision of the Companies Act, 2013 and rules made
thereunder, the Company constituted an Audit Committee.

As on 31st March, 2025, the composition of Audit Committee is as under:

a. Mr. Naushad Alimohmed Panjwani - Chairperson (Non-Executive and Independent
Director)

b. Ms. Aparna Sharma - Member (Non-Executive and Independent Director)

c. Mr. Chirag Himatlal Doshi - Member (Non-Executive Director)

d. Mr. Shyam Nagorao Khante - Member (Non-Executive and Independent Director)

During the year, 4 (four) Audit Committee meetings were held. The Board has accepted all the
recommendations of Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted as per Section 178 and other
applicable provision of the Companies Act, 2013 and rules made thereunder.

As on 31st March, 2025, the composition of Nomination and Remuneration Committee is as under:

a. Ms. Aparna Sharma - Chairperson (Non-Executive and Independent Director)

b. Mr. Naushad Alimohmed Panjwani - Member (Non-Executive and Independent Director)

c. Mr. Chirag Himatlal Doshi - Member (Non-Executive Director)

d. Mr. Shyam Nagorao Khante - Member (Non-Executive and Independent Director)

The Company has framed a Policy for formulating the criteria for determining qualifications,
positive attributes and independence of a director alongwith Policy relating to the remuneration
for the Directors, key managerial personnel and other employees. The same is available on
website of the Company at
https://fabtechnologies.com/policies/

3. STAKEHOLDERS REALTIONSHIP COMMITTEE:

The Company has voluntarily constituted as per Section 178 and other applicable provision of
the Companies Act, 2013 and rules made thereunder a Stakeholders Relationship Committee to
oversee the redressal of investor grievances and related matters.

As on 31st March, 2025, the composition of Stakeholders Relationship Committee is as under:

a. Ms. Aparna Sharma - Chairperson (Non-Executive and Independent Director)

b. Mr. Naushad Alimohmed Panjwani - Member (Non-Executive and Independent Director)

c. Mr. Chirag Himatlal Doshi - Member (Non-Executive Director)

d. Mr. Amjad Adam Arbani - Member (Non-Executive Director)

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 and other applicable provision of the Companies Act, 2013 and rules made
thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee.

As on 31st March, 2025, the composition of Corporate Social Responsibility Committee is as under:

a. Mr. Shyam Nagorao Khante - Chairperson (Non-Executive and Independent Director)

b. Mr. Amjad Adam Arbani - Member (Non-Executive Director)

c. Mr. Chirag Himatlal Doshi - Member (Non-Executive Director)

d. Mr. Hemant Mohan Anavkar - Member (Executive Director)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors
has formulated and approved a Corporate Social Responsibility Policy (CSR Policy) indicating the
activities to be undertaken by the Company. The CSR Committee and Board functions according
to the CSR Policy. The policy is available on the Company''s website at https://fabtechnologies.
com/policies/

The Annual Report on CSR Activities is enclosed as per prescribed format as ''Annexure - D'' and
forms a integral part of this report.

5. RISK MANAGEMENT COMMITTEE:

The Company has voluntarily constituted a Risk Management Committee to identify, monitor, and
mitigate business and operational risks.

As on 31st March, 2025, the composition of Corporate Social Responsibility Committee is as under:

a. Mr. Chirag Himatlal Doshi - Chairperson (Non-Executive Director)

b. Mr. Naushad Alimohmed Panjwani - Member (Non-Executive and Independent Director)

c. Mr. Amjad Adam Arbani - Member (Non-Executive Director)

d. Mr. Hemant Mohan Anavkar - Member (Executive Director)

RISK MANAGEMENT POLICY:

In terms of the requirement of the Companies Act, 2013, the Company has developed and
implemented the Risk Management Policy and the same is reviewed periodically by the Board of
Directors. Salient features of the policy are as under:

1. To institute a risk intelligence charter for the organization;

2. To safeguard that all the current and expected risk exposures of the organization are identified,
qualitatively and quantitatively assessed, analysed and appropriately managed.

3. To enable passivity with the relevant legal and regulatory necessities and international norms.

4. To assure noticeable achievement of objectives and enhancement of financial solidity of the
organization.

The Risk Management Policy of the Company is uploaded on the Company''s website at the
following web link:
https://fabtechnologies.com/policies/

MAINTENANCE OF COST RECORDS UNDER SECTION 148 (l) OF COMPANIES ACT 2013:

As per the Cost Audit Rules, cost audit or maintenance of cost records is not applicable to any of
the Company''s products/ business of the Company for F.Y. 2024-25.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have not reported to the Audit Committee
under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in this
Board''s report.

INTERNAL FINANCIAL CONTROL:

The Company has laid down adequate internal financial controls corresponding with the scale,
size and nature of the business of the Company. The Company has in place passable policies and
procedures for ensuring the orderly and effective control of its business, including obedience to
the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to providing a safe and conducive work environment to all its
employees and associates. The Company has a policy on Prevention of Sexual Harassment at
Workplace in place, which is available on the Company website at www.fabtechnologies.com

The Company has constituted Internal Complaints Committee as per the sexual Harassment of
Women & workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review,
no complaint was received under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The composition of Internal Complaints Committee is as
under:

Sr.No.

Name

Designation

1 Alka Solanki

Presiding Officer

2

Archana Suryawanshi

Member

3

Mithilesh Yadav

Member

4

Archana Bhatte

Member

5

Manashvi Parikh

External Member

The Company has not received any complaints during the Financial Year 2024-25.

Further, the Ministry of Corporate Affairs has introduced an amendment requiring disclosure of
POSH compliance in the Board''s Report for reports approved in the Board Meeting held on or after
14th July 2025. Accordingly, the following disclosure is being made in compliance with the said
requirement:

Sr.No.

Name

Designation

1 Number of Sexual Harassment Complaints received

Nil

2

Number of Complaints disposed off

Not Applicable

3

Number of Cases pending for more than 90 days

Not Applicable

MATERNITY BENEFIT COMPLIANCE:

The Ministry of Corporate Affairs has introduced an amendment requiring disclosure of POSH
compliance in the Board''s Report for reports approved in the Board Meeting held on or after
14th July 2025. Accordingly, the following disclosure is being made in compliance with the said
requirement under Maternity Benefit Act, 1961:

Sr. No.

Particulars

Response

1 Maternity Leave provisions

As per Maternity Benefit Act 1961

2

Salary and Benefits

Full Salary

Not Applicable, only Employee

3

Related Employee Entitlements

is eligible for Full Salary with

entitlements if any.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:

Female

30

Male

157

Transgender

0

Total

187

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

A. CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy - The Operations of the Company are not
energy intensive. However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

(ii) Steps taken by the Company for utilizing alternate sources of energy - Though the activities
undertaken by the Company are not energy intensive, the Company shall explore alternative
sources of energy, as and when the necessity arises.

(iii) The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption: There is no technology absorption by the
Company. However, the Company constantly strives for maintenance and improvement in
quality of its products and entire Research & Development activities are directed to achieve
the aforesaid goal.

(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution: Not Applicable

(iii) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): Not Applicable

(a) the details of technology imported:

(b) the year of import:

(c) whether the technology been fully absorbed:

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

(e) the expenditure incurred on Research and Development:

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the year, following were the Foreign exchange earnings and Out-go:

Particulars

Amount (INR Lakhs)

Foreign Exchange earnings: FOB Value of Export Sales

19,896.93

Foreign Exchange Outgo:

1. Value of Imports on C.I.F Basis

1,069.06

2. Expenditure in Foreign Currency

2,280.08

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors, based on the

representations received from the Management, would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure;

ii. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

(ICSI):

The Company is in regular compliance of the applicable provisions of Secretarial Standards

issued by the Institute of Company Secretaries of India.

EMPLOYEES:

Rule 5(2) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules,

2014 is not applicable to the Company.

OTHER GENERAL DISCLOSURES:

During the financial year under review:-

a. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

b. There was no issue of shares (including sweat equity shares) to employees of the Company
under any scheme.

c. The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

d. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

e. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

f. There was no instance of one-time settlement with any Bank or Financial Institution.

g. The Company does not have any shares in unclaimed suspense demat account.

ACKNOWLEDGEMENTS:

The Board of Directors express their gratitude for the valuable support and co-operation extended
by various Government authorities and stakeholders including shareholders, banks, financial
Institutions, viewers, vendors and service providers.

The Board also place on record their deep appreciation towards the dedication and commitment
of your Company''s employees at all levels and look forward to their continued support in the
future as well.

For FABTECH TECHNOLOGIES LIMITED
(Formerly known as Fabtech Technologies Private Limited)

Sd/- Sd/-

HEMANT MOHAN ANAVKAR AMJAD ADAM ARBANI

DIRECTOR DIRECTOR

DIN: 00150776 DIN: 02718019

Date : August 02, 2025
Place: Mumbai

Mar 31, 2024

The Board of Directors ("the Board") are pleased to present the 06th (Sixth) Annual Report
on the business and operations of the Fabtech Technologies Limited ("the Company" or
"Fabtech") along with the Audited Standalone and Consolidated Financial Statements of the
Company for the financial year ended on March 31, 2024 ("FY 2023-24").

FINANCIAL PERFORMANCE (Standalone and Consolidated):

The Company''s financial performance for the FY 23-24 is summarized below: -

Year ended March 31, 2024

Year ended March 31, 2023

Particulars

Standalone

Consolidated

Standalone

Consolidated

Total Income

22,933.57

23,039.23

19,991.01

19,991.01

Total Expenditure

19,452.60

19,600.35

17,564.91

17,564.91

Profit/(Loss) before Tax

3,480.97

3,577.01

2,426.10

2,789.88

Current Tax

896.00

896.00

670.00

670.00

(Excess) / Short provision for tax relating
to prior year

-

-

41.19

41.19

Deferred Tax

(37.18)

(40.72)

(53.50)

(53.50)

Share in profit of associate

-

138.14

-

363.77

Profit/(Loss) after Tax

2,622.15

2,721.74

1768.41

2,132.18

Balance carried to Balance Sheet

2,621.57

2,722.47

1753.48

2117.25

Earning per Equity Share (Face Value: Rs.
10/-)

Basic (INR)

8.13

8.43

5.49

6.61

Diluted (INR)

8.13

8.43

5.49

6.61

The standalone, as well as the consolidated financial statements, have been prepared in
accordance with the provisions of the Companies Act, 2013 ("the Act") and Indian Accounting
Standards ("Ind AS").

The Financial Statements are presented in Indian Rupees ("INR") and all amounts are rounded to
the nearest Lakhs, except as stated otherwise.

FINANCIAL PERFORMANCE (Standalone and Consolidated):

a) Standalone basis:

The revenue from operations on standalone basis for FY 2023-24 stood at 522,502.59 Lakhs as
against 5 19,379.75 Lakhs for FY 2022-23, registering a growth of 16.11%. Whereas the profits for FY
2023-24 stood at 5 2,621.57 Lakhs as against 5 1,753.48 Lakhs for FY 2022-23 marking a rise by
49.51%.

b) Consolidated basis:

The revenue from operations on consolidated basis for FY 2023-24 stood at 522,613.63 Lakhs as
against 5 19,379.75 Lakhs for FY 2022-23, registering a growth of 16.68%. Whereas the profits for
FY 2023-24 stood at 5 2,721.74Lakhs as against 5 2,132.18 Lakhs for FY 2022-23 marking a rise by
27.65%.

REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review. However, for the purpose
of proposed Initial Public Offer ("IPO"), the Company has re-stated the financial statements of
preceding three financial years pursuant to the provisions of Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

REVIEW OF BUSINESS PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS:

The Company is engaged in the business of providing turnkey project solutions to pharmaceuticals
and allied industries by way of supplying pharmaceutical machineries/ equipment, in house
designing and engineering and to undertake other activities required in various pharmaceutical
turnkey projects.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Conversion from Private Limited Company to Public Limited Company

The Company has been converted from Private Limited Company to Public Limited Company
and consequently upon conversion, the name of the Company has been changed from "Fabtech
Technologies Private Limited" to "Fabtech Technologies Limited" and the fresh certificate of
incorporation dated 24th July, 2024 has been issued by the Registrar of Companies.

Bonus Issue of Shares

The Company issued and allotted 2,94,47,490 (Two Crore Ninety-Four Lakhs Forty-Seven Thousand
Four Hundred and Ninety) Equity Shares of Rs.10/- (Rupees Ten Only) each to the holders of existing
equity shares of the Company in the proportion of 10 (Ten) equity shares for every 1 (one) existing
equity share held by the Members, approved by Shareholders in meeting dated 15th March, 2024,
were issued pursuant to resolution passed by the Board of Directors dated 3rd April, 2024.

Private Placement Offer

During the year under review, the Company through Private Placement issued and allotted 1,58,854
(One Lakh Fifty-Eight Thousand Eight Hundred and Fifty-Four) Equity Shares of Rs.10/- (Rupees Ten
Only) each fully paid up, at a premium of Rs.978/- (Rupees Nine Hundred and Seventy-Eight Only)
each pursuant to resolution passed by the Board of Directors dated 3rd January, 2024, generating
proceeds through Private Placement of Rs.15,69,47,752/- (Rupees Fifteen Crores Sixty-Nine Lakhs
Forty-Seven Thousand Seven Hundred and Fifty-Two Only).

There are no other major material changes and commitments affecting the financial position
of the Company in the reporting year except as stated in this Report.were issued pursuant to
resolution passed by the Board of Directors dated 3rd April, 2024.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND FOUNDATION''S
OPERATIONS IN FUTURE:

During the year under review, there were no significant or material orders passed by any Regulators,
Courts, or Tribunals against the Company that have an impact on the going concern status of the
Company and its operations.

SHARE CAPITAL:

Authorized Share Capital

During the year under review, the Clause V of the Memorandum of Association of the Company
was amended to reflect an increase in the Authorized Share Capital from Rs.3,51,00,000/- (Rupees
Three Crores and Fifty One Lakhs Only) to Rs.45,00,00,000 (Rupees Forty Five Crores Only) through
resolution passed by the shareholders dated 15th March, 2024.

Issued, Subscribed & Paid-Up Capital

The Issued, Subscribed & Paid-Up Capital of the Company as on 31st March, 2024 is Rs.2,94,47,490/-
(Rupees Two Crores Ninety-Four Lakhs Forty-Seven Thousand Four Hundred and Ninety Only)
divided into 29,44,749 (Twenty-Nine Lakhs Forty-Four Thousand Seven Hundred and Forty-Nine)
Equity Shares of Rs.10/- (Rupees Ten Only) each.

DIVIDEND:

During the year under review, the Board of Directors do not recommend any Dividend on the
Equity Shares of the Company due to conservation of profits.

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended,
(''Rules''), there was no unpaid / unclaimed dividends and shares to be transferred during the year
of review to the IEPF.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

During the year under review, there are no changes in the nature of business of the Company.
DEPOSITS:

The Company has not accepted any deposits as on 31st March, 2024 within the meaning of Section
73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, the Board of Directors of the Company comprises of 6 (six) Board
Members out of which 1 (one) is an Executive Director, 2 (two) are Non-Executive Directors and 3
(three) are Non-Executive Independent Directors.

The composition of the Board of Directors of the Company as on the date of this Report is as
follows:

Sr. No

Name of Directors

DIN

Designation

1.

Mr. Hemant Mohan Anavkar

00150776

Executive Director

2.

Mr. Amjad Adam Arbani

02718019

Non-Executive Director

3.

Mr. Chirag Himatlal Doshi

08532321

Non-Executive Director

4.

Mr. Shyam Nagorao Khante

06918122

Non - Executive Independent Director

5.

Ms. Aparna Sharma

07132341

Non - Executive Independent Director

6.

Mr. Naushad A Panjwani

06640459

Non - Executive Independent Director

Change in the composition of the Board of Directors and Key Managerial Personnel
during the FY 2023-24 and up to the date of this report:

a) Appointments/Resignations/Changes in the Board of Directors:

The following changes took place among the Board of Directors of the Company during the FY
and as on the date of this Report:

i. Appointment of Directors:

Sr.

No.

Name of the Directors

Designation

Appointment/Re-

appointment

Date

1.

Mr. Amjad Adam Arbani

Non-Executive Director

Appointment

13/07/2024

2.

Mr. Hemant Mohan Anavkar

Executive Director

Appointment

06/06/2024

3.

Mr. Chirag Himatlal Doshi

Non-Executive Director

Appointment

06/06/2024

4.

Mr. Shyam Nagorao Khante

Non - Executive, Independent Director

Appointment

26/06/2024

5.

Ms. Aparna Sharma

Non - Executive, Independent Director

Appointment

03/04/2024

6.

Mr. Naushad A Panjwani

Non - Executive, Independent Director

Appointment

30/07/2024

All Directors have confirmed that they are not disqualified under the provisions of Section 164(2)
of the Companies Act, 2013.
ii. Cessation of Directors:

Sr.

No.

Name of the Directors

Designation

Date of Cessation

Reasons

1.

Mr. Amjad Adam Arbani

Executive Director

09/07/2024

Resignation

2.

Mr. Hemant Mohan Anavkar

Executive Director

31/05/2024

Resignation

3.

Mr. Chirag Himatlal Doshi

Nominee Director

30/05/2024

Resignation

4.

Mr. Shyam Nagorao Khante

Non - Executive, Additional Independent
Director

29/05/2024

Resignation

5.

Mrs. Naseem Ahsan Khan

Executive Director

02/01/2024

Resignation

The Board of Directors place on record their appreciation to the above individuals for their valuable
contributions and inputs during their tenure as the Directors of the Company.

b) Key Managerial Personnel (KMP):

The following changes took place among the Key Managerial Personnel (KMP) of the Company
during the year under review and as on the date of this Report:

Sr.

No.

Name of the Directors

Designation

Appointment/

Cessation

Date

1.

Mr. Ashwani Singh

Chief Executive Officer

Appointment

14/03/2024

2.

Mr. Guman Mal Jain

Chief Financial Officer

Appointment

22/01/2024

3.

Ms. Neetu Sunil Buchasia

Company Secretary & Compliance Officer

Appointment

22/01/2024

INDEPENDENT DIRECTORS:

The appointment of the Independent Directors on the Board of Directors of the Company is subject
to the provisions of Section 149 and Schedule IV of the Companies Act, 2013.

The Company has received declarations from the Independent Directors of the Company to
the effect that they are meeting the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013 including the compliance of relevant provisions of the
Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25 of SEBI
Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the
Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, skills, experience and expertise and they hold highest standards
of integrity (including the proficiency) and fulfils the conditions specified in the Act and are
independent of the management.

BOARD EVALUATION:

The Board has adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. The exercise
was carried out annually through a structured evaluation process covering various aspects
of the Boards functioning such as composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 13 (Thirteen) times during the Financial Year 2023-24 and the details of
the same are mentioned below:

1 27th June, 2023 4

2 25th July, 2023 2

3 28th August, 2023 2

4 04th September, 2023 2

5 13th October, 2023 3

6 23rd November, 2023 3

7 08th December, 2023 4

8 21st December, 2023 4

9 03rd January, 2024 2

10 22nd January, 2024 2

11 05th February, 2024 2

12 14th March, 2024 3

13 27th March, 2024 3

The gap intervening between any two consecutive meetings was not more than one hundred and
twenty days.

Attendance of the Directors for the Board Meetings held in the Financial Year 2023-24:

Sr.

No.

Board Meetings held during the Financial Year

Name of the Directors

Designation

Held

Entitled to
Attend

Attended

1

Mr. Amjad Adam Arbani

Non-Executive Director

13

13

13

2

Mr. Hemant Mohan Anavkar

Executive Director

13

13

9

3

Mr. Chirag Himatlal Doshi

Non-Executive Director

13

13

10

4

Mrs. Naseem Ahsan Khan

Executive Director

13

8

4

5

Mr. Shyam Nagorao Khante

Non-Executive Independent
Director

0

0

0

6

Ms. Aparna Sharma

Non-Executive Independent
Director

0

0

0

7

Mr. Naushad A Panjwani

Non-Executive Independent
Director

0

0

0

VIGIL MECHANISM:

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and
adopted by Board of Directors of the Company in compliance with the provisions of Section 177
(10) of the Act.

The Policy also provides protection to the directors, employees and business associates who
report unethical practices and irregularities. Any incidents that are reported are investigated and
suitable action is taken in line with the Whistle Blower Policy.

AUDITORS:

(a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there
under, M/s. Ajmera and Ajmera (FRN: 018796C), Chartered Accountants were appointed as the
Statutory Auditors of the Company at the Annual General Meeting held for the Financial Year
2019-20 for a period of 5 (five) years from the conclusion of that Annual General Meeting till the
conclusion of Annual General Meeting for the Financial Year 2024-25.

Further, they have confirmed their eligibility to the effect that their re-appointment if made, would
be within the prescribed limits under the Act. The requirement for the annual ratification of auditors''
appointment at the AGM has been omitted pursuant to companies (amendment) Act, 2017.

(b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is not
required to conduct Secretarial Audit for the Financial Year 2023-24.

(c) Internal Auditors:

During the year under review, pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rules, 2014, the Company has appointed M/s Bathiya & Associates LLP
as the Internal Auditors of the Company for the Financial Year 2023-24.

ANNUAL RETURN:

A copy of the Annual Return of the Company in terms of Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on
the website of the Company at www.fabtechnologies.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The loans given, investments made and guarantee given and securities provided under Section
186 of the Companies Act, 2013 forms a part of the Note No. 5, 6 and 36 of the Standalone Financial
Statements for the FY 2023-24, which forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties were in the ordinary course of the business and on arm''s
length basis and are reported in the Notes to the Financial Statements. The disclosure of Related
Party Transactions as required under Section 188 (2) and 134(3) of the Companies Act, 2013 in
Form AOC-2 is annexed as "Annexure - A".

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March 2024, the Company has two wholly owned Subsidiary Companies and one Step-
down Subsidiary and no Associate Company or Joint venture,

The details in Form AOC-1 is annexed as "Annexure - B" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors
has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved by
the Board. The Board functions according to the CSR Policy.

The Annual Report on CSR Activities is enclosed as per prescribed format as ''Annexure C'' and
forms a part of the Board report.

RISK MANAGEMENT POLICY:

In terms of the requirement of the Companies Act 2013, the Company has developed and
implemented the Risk Management Policy and the same is reviewed periodically by the Board of
Directors. Salient features of the policy are as under:

1. To institute a risk intelligence charter for the organization;

2. To safeguard that all the current and expected risk exposures of the organization are identified,
qualitatively and quantitatively assessed, analysed and appropriately managed.

3. To enable passivity with the relevant legal and regulatory necessities and international norms.

4. To assure noticeable achievement of objectives and enhancement of financial solidity of the
organization.

COMMITTEES OF THE BOARD:

The Company was not required to constitute any Committee(s) of the Board during the year
under review.

MAINTENANCE OF COST RECORDS UNDER SECTION 148 (1) OF COMPANIES ACT 2013:

As per the Cost Audit Rules, cost audit or maintenance of cost records is not applicable to any of
the Company''s products/ business of the Company for F.Y. 2023-24.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

During the year under review, the statutory auditors has not reported any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in this Board''s report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have not reported to the Board of Directors
under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in this
Board''s report.

INTERNAL FINANCIAL CONTROL:

The Company has laid down adequate internal financial controls corresponding with the scale,
size and nature of the business of the Company. The Company has in place passable policies and
procedures for ensuring the orderly and effective control of its business, including obedience to
the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to providing a safe and conducive work environment to all its
employees and associates. The Company has a policy on Prevention of Sexual Harassment at
Workplace in place, which is available on the Company website at www.fabtechnologies.com

The Company has constituted Internal Complaints Committee as per the sexual Harassment of
Women & workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review,
no complaint was received under the Sexual Harassment of Women at Workplace (Prevention,

Prohibition onrl PorlroQQnl 1 Ant 9013

Name

Designation

Ms. Archana Suryawanshi

Presiding Officer

Mr. Mithilesh Yadav

Internal Member

Mrs. Archana Bhatte

Internal Member

Ms. Prapti Bhadra

External Member

The Company has received no complaints during the Financial Year 2023-24/not received any
complaints during the Financial Year 2023-24.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company are not
energy intensive. However, Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the
activities undertaken by the Company are not energy intensive, the Company shall explore
alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. TECHNOLOGY ABSORPTION:

There is no technology absorption by the Company. However, the Company constantly strives
for maintenance and improvement in quality of its products and entire Research & Development
activities are directed to achieve the aforesaid goal.

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the year, following were the Foreign exchange earnings and Out-go:

Particulars

Amount (INR Lakhs)

Foreign Exchange earnings: FOB Value of Export Sales

17,276.93

Foreign Exchange Outgo:

1. Value of Imports on C.I.F Basis

831.07

2. Expenditure in Foreign Currency

2,222.14

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors, based on the representations

received from the Management, would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure;

ii. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for the year under review;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI):

The Company is in regular compliance of the applicable provisions of Secretarial Standards
issued by the Institute of Company Secretaries of India.

EMPLOYEES:

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) of the
Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014.

OTHER GENERAL DISCLOSURES:

During the financial year under review:-

a. The Company has not transferred any amount to reserves.

b. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

c. There was no issue of shares (including sweat equity shares) to employees of the Company
under any scheme.

d. The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

e. Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries.

f. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g. There was no instance of one-time settlement with any Bank or Financial Institution.

h. The Company does not have any shares in unclaimed suspense demat account.

ACKNOWLEDGEMENTS:

The Board of Directors express their gratitude for the valuable support and co-operation extended
by various Government authorities and stakeholders including shareholders, banks, financial
Institutions, viewers, vendors and service providers.

The Board also place on record their deep appreciation towards the dedication and commitment
of your Company''s employees at all levels and look forward to their continued support in the
future as well.

For FABTECH TECHNOLOGIES LIMITED
(Formerly known as Fabtech Technologies Private Limited)

HEMANT MOHAN ANAVKAR AMJAD ADAM ARBANI

DIRECTOR DIRECTOR

DIN: 00150776 DIN: 02718019

Date: 30/07/2024
Place: Mumbai

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