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You can view full text of the latest Director's Report for the company.

BSE: 544558ISIN: INE0HF201011INDUSTRY: Engineering - General

BSE   ` 238.25   Open: 239.00   Today's Range 232.30
242.00
+1.45 (+ 0.61 %) Prev Close: 236.80 52 Week Range 173.20
262.40
Year End :2025-03 

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