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:
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Sr. No.
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Particulars
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Response
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1
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Number of Sexual Harassment Complaints received
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Nil
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2
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Number of Complaints disposed off
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Not Applicable
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3
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Number of Coses pending for more than 90 days
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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:
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Particulars
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Amount
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Foreign Exchange earnings:
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|
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FOB Value of Export Sales
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20,764.11
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Installation and Commissioning Services
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2,870.24
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Foreign Exchange Outgo:
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|
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1. Value of Imports on C.I.F Basis
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1,709.12
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2. Expenditure In Foreign Currencies
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2,089.90
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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 investors@fabtechnologies.com.
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Female
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27
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Male
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159
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Transgender
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0
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Total
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186
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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
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