Filtron Engineers Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Board of Directors is pleased to present 43^rd Annual Report of Filtron Engineers Limited (hereinafter referred to as "the Company") covering the business, operations and Audited Financial Statements of the Company for the financial year ended March 31, 2025.

1. Financial Highlights:

The standalone financial performance of your Company for the year ended March 31, 2025 is summarised below:

(Rs. in Thousand)
Particulars	2024-2025	2023-2024
Revenue from Operation	2500.00	00.00
Other Income	2265.07	1,331.68
Total Revenue	4765.07	1,331.68
Profit/ (Loss) Before Exceptional Item	(2,995.71)	(3,478.92)
Exceptional Item	0.00	0.00
Profit/ (Loss) Before Tax	(2,995.71)	(3,478.92)
Tax	0.00	0.00
Profit/ (Loss) After Tax	(2,995.71)	(3,478.92)

2. Change in the Nature of Business, If any:

There has not been any change in the nature of business of the Company during the Financial Year ended March 31, 2025.

3. Company Performance/ Review of Operation:

The Company has started to operate its business and also looking for new projects.

Due to the efforts of the management, the suspension of trading in the securities of the Company has been successfully revoked effective from January 08, 2025 vide BSE Notice No. 20241231-4 dated December 31, 2024.

4. Subsidiaries and Joint Ventures:

As on March 31, 2025, according to the Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Considering this, ''Form AOC - 1'' is not applicable.

5. Dividend:

In view of the fact that the Company had ceased its business operations in the past and has only recommenced them during the current financial year, the Directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2025.

6. Reserves:

Your Company does not propose to transfer any amount to the reserves for the financial year 2024-25.

7. Share Capital:

During the year under review there were no change in Share capital of the Company.

8. Material changes affecting the Company:

There has been no change in the nature of business of the Company. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report other than as mentioned below:

• Resignation of Ms. Nivedita Sen (DIN: 07796043), Non-Executive Independent Director of the Company w.e.f. July 16, 2025.

• Appointment of Ms. Saloni Sonkar (DIN: 11238725) as Additional Non-Executive Independent Director of the Company for a period of 5 years w.e.f. August 12, 2025 and thereafter as Non-Executive Independent Director subject to approval of shareholder''s in the ensuing Annual General Meeting.

• The Board of Directors subject to approval of shareholders approved to increase the Authorised Capital of the Company from Rs. 3,50,00,000/ - (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty-Five Lakhs) Equity Shares having face value of Rs. 10/- each to Rs. 85,00,00,000/- (Rupees Eighty-Five Crores Only) divided into 6,55,00,000 (Six Crores Fifty-Five Lakhs) Equity Shares having face value of Rs. 10/- each and 1,95,00,000 (One Crore Ninety-Five Lakhs) Preference Shares having face value of Rs. 10/- each.

• Issuance upto 4,50,00,000 Equity Shares for consideration other than cash (i.e. swap of shares) to non-promoters

• Issuance upto 1,92,09,000 0.5% Non-Convertible Compulsorily Redeemable Preference Shares ("NCCRPS") for consideration other than cash (i.e. swap of shares) to non-promoters

• Issuance upto 1,59,00,000 Equity Shares for cash consideration to non-promoters

• Company has received copy of Public Announcement under Regulation 3(1) and Regulation 4 read with Regulation 13 (2) (G), Regulation 14 and Regulation 15(1) of The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 from the proposed Acquirers i.e. Mr. Tarak Bipinchandra Gor (Acquirer-1) and Mr. Jayesh Sheshmal Rawal Aacquirer-2)

9. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with Chapter V of the Act is not applicable.

10. Directors and Key Managerial Personnel:a. Appointment/ Reappointment/ Cessation

During the year under review, there has been following changes in the Composition of the Board of Directors and Key Managerial Personnel of the Company.

• Ms. Raina Ajmera, Company Secretary and Compliance Officer of the Company resigned w.e.f. April 25, 2024.

• Ms. Soniya Ajmera, a member of Institute of Company Secretaries of India was appointed as Company Secretary and Compliance Officer of the Company w.e.f. October 22, 2024.

• Ms. Deepa Atul Thakkar (DIN: 01935356), Non-Executive Director of the Company resigned w.e.f. February 17, 2025

• Mr. Atul Thakkar (DIN: 01935338), Non-Executive Director of the Company resigned w.e.f. February 17, 2025

Further, there has been following changes from the end of the financial year and the date of this report:

• Ms. Nivedita Sen (DIN: 07796043), Non-Executive Independent Director of the Company resigned w.e.f. July 16, 2025.

• Ms. Saloni Sonkar (DIN: 11238725) was appointed as Additional Non-Executive Independent Director of the Company for a period of 5 years w.e.f. August 12, 2025.

b. Director liable to retire by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Gajanan Chidambar Hegde (DIN: 00195154) Non-Executive Director, whose office is liable to retire at the ensuing 43^rd AGM, being eligible, seeks re-appointment. The notice convening the 43^rd AGM to be held on September 30, 2025, annexed to the Annual report, sets out the details.

c. Appointment of Ms. Saloni Sonkar (DIN: 11238725) as Non-Executive Independent Director of the Company

Ms. Saloni Sonkar was appointed as an as Additional Director in the category of NonExecutive Independent Director of the Company in their board meeting held on August 12, 2025 with immediate effect subject to the approval of shareholders of the Company at the ensuing General Meeting. Accordingly, an appropriate resolution for her appointment as an Independent Director of the Company is being placed for the approval of the

shareholders of the Company at the ensuing 43^rd AGM for the period of 5 (Five) years with effect from August 12, 2025. The Board of Directors of the Company recommends her appointment as an Independent Director of the Company

11. Declaration by Independent Director:

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 along with a declaration received pursuant to sub-rule 3 of rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company''s code of conduct. Also, the separate meeting of the Independent Directors has been duly convened and held.

12. Statement of the Board of Directors:

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

13. Familiarisation Programme for the Independent Director:

In compliance with the requirements of SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities. Details of the Familiarization Programme conducted are available on the website of the Company https://www.filtronindia.com/details-of-familiarisation-program.htm

14. Evaluation of Board Performance:

Pursuant to Section 134(2) of the Companies Act, 2013 read with the Rules issued thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and individual Directors.

The parameters for performance evaluation of the Board include composition of the Board, process of appointment to the Board of Directors, common understanding of the roles and responsibilities of the Board members, timelines for circulating board papers, content and the quality of information provided to the Board, attention to the Company''s long term strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc. Some of the performance indicators for the Committees include understanding the terms of reference, effectiveness of discussions at the Committee meetings, information provided to the Committee to discharge its duties and performance of the Committee vis-a-vis its responsibilities.

Performance of individual Directors was evaluated based on parameters such as attendance at the meeting(s), contribution to Board deliberations, engagement with colleagues on the Board, ability to guide the Company in key matters, knowledge and understanding of relevant areas and responsibility towards stakeholders. All the Directors were subject to selfevaluation and peer evaluation.

The performance of the Independent Directors was evaluated taking into account the above factors as well as independent decision-making and non-conflict of interest. Further, the evaluation process was based on the affirmation received from the Independent Directors that they met the independence criteria as required under the Companies Act, 2013 and Listing Regulations, 2015.

Subsequent to the evaluation done in the financial year 2024-25, some action areas have been identified for the Board to engage itself with. These include review of your Company''s goals, strategy, capability gaps, competitive landscape, technological developments, SWOT analysis, etc. and also a thorough review of key issues facing the Company. All these will be suitably dealt with by the Board.

15. Board Meetings:

The Board met 6 (Six) Times during the financial year at the Registered Office of the Company.

The Board Meetings were held on May 30, 2024, August 14, 2024, September 09, 2024, October 22, 2024, November 14, 2024, and February 14, 2025. The meeting of the Board had been conducted at regular interval with a time gap of not more than 120 days between two consecutive meetings.

16. Board Committee:

The Board currently has the following Committee:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Composition of Committees
Audit Committee	Nomination and Remuneration Committee	Stakeholder and Relationship Committee
Tanaji Kadu - Chairperson	Tanaji Kadu - Chairperson	Tanaji Kadu - Chairperson
*Saloni Sonkar - Member	*Saloni Sonkar - Member	Gajanan Hegde - Member
**Nivedita Sen - Member	**Nivedita Sen - Member	Sadanand Hedge - Member
Sadanand Ganapati Hegde -Member	Gajanan Hegde - Member
* Appointed w.e.f August 12, 2025 ** Ceased to be Member w.e.f July 16, 2025

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of this policy have been placed on the website of the Company at https://www.filtronindia.com/policies-under-companies.htm

18. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, giving detailed analysis of the Company''s operations as stipulated under Regulation 34 of SEBI (LODR) Regulations, is presented in a separate section forming part of the Annual Report.

19. Secretarial Standards:

The Company has tried to comply with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India but not been complied fully.

20. Related Party Transactions:

All related party transactions are placed before the Audit Committee for its review and approval. Prior/ Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions that are of foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on a quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties that qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.

21. Internal Financial Control:

The Company has designed and implemented a process-driven framework for Internal Financial Control (''FC'') within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013.

For the year ended March 31, 2025, the Board is of the opinion that the Company has the Internal Financial Control.

22. Directors'' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. 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 as at March 31, 2025 and of the profit and loss of the company for that period.

c. the Directors have 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.

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

23. Audit Reports and Auditors:Statutory Auditors:

M/s. S.H. Sane & Co, Chartered Accountants (FRN: 114491 W) were appointed as Statutory Auditors of the Company at the AGM held on February 28, 2023 for a term of 5 (five) consecutive years and hold office upto the conclusion of the AGM to be held for the year 2027.

The Statutory auditor''s report for the financial year 2024-25 on the financial statement on the Company forms a part of this Annual Report. The observations and comments, if any, are selfexplanatory and do not call for further explanation under Section 134(3)(f) of the Act.

No frauds have been reported by the auditor for the financial year 2025.

Secretarial Auditor and audit report:

Being a publicly listed Company, the Company is required to annex a Secretarial Audit Report from a Company Secretary in Practice with the Board Report for the said purpose, on the recommendation of the Audit Committee, the Company appointed M/s. Pooja Gala & Associates, Practicing Company Secretaries in accordance with provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to conduct the secretarial audit of the Company for the financial year 2024-2025. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31, 2025, is annexed herewith as an ''Annexure-I'' to this Board''s Report.

The Board has duly reviewed the Secretarial Audit Report. The observations and comments, if any, are self-explanatory and do not call for further explanation under Section 134(3)f) of the Act.

Further, in alignment with the amended requirements under Regulation 24A of SEBI LODR to the extent applicable and based on the recommendation of the Audit Committee and the Board of Directors, it is proposed to appoint M/s. Pooja Gala & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a period of five (5) consecutive financial years, commencing from FY 2025-26 to FY 2029-30, subject to approval of the Members at the ensuing General Meeting.

Internal Auditor:

Pursuant to the provisions of Section 138 of Companies Act 2013, the Company had appointed M/s Vaishnavi Badwe & Associates, Chartered Accountants, as an Internal Auditor of the Company for the Financial year 2024-25.

24. Significant and material orders:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the Company''s going concern status and/or its future operations.

25. Establishment of Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle-blower Policy to encourage and facilitate employees to report concerns about unethical behavior, actual/ suspected fraud and violation of the Company''s Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for

adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The policy also establishes adequate mechanisms to enable employees to report instances of leaks of unpublished price-sensitive information. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its website https:/ /www.filtronindia.com/policies-and-code-of-conduct.htm

During the year, no person has been declined access to the Audit Committee, wherever desired.

26. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at Company''s website at https://www.filtronindia.com/annual-return.htm

27. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, are given in the notes to the Financial Statements.

28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as ''Annexure-II'' to this Board''s report.

29. Particulars of Employees and Related Disclosures:

In terms of compliance with provisions of Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration is annexed herewith as “Annexure-III" to this Boards Report.

In terms of 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 employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Boards Report in Annexure if any.

30. Corporate Social Responsibility:

The Company was not required to spend towards Corporate Social Responsibility (CSR) as per the applicability of provisions of Section 135 of the Companies Act, 2013.

31. Maintenance Cost Records:

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records.

32. Non-Disqualification Certificate from Practicing Company Secretary:

A certificate as required under Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, a certificate to that effect received by M/s Pooja Gala & Associates, Practicing Company Secretaries as "Annexure-IV", as on March 31, 2025, is annexed to this Report.

33. Disclosure Regarding Prevention of Sexual Harassment:

During the financial year under review, your company was not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

34. Compliance with the Maternity Benefit Act, 1961:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.

35. Disclosure under Section 67(3)(c) of the Companies Act, 2013:

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

36. Reporting of Frauds by Auditors:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

37. Risk Management:

The Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage. The Company has adopted a Risk Management Policy pursuant to Section 134 of Companies Act, 2013. The Company has robust risk management framework to safeguard to Organization from various risk through adequate and timely actions. The elements of risk as identified for the Company are set out in the Management Discussion and Analysis Report forming the part of this Annual Report.

38. Other Disclosures:

• There were no proceedings, either filed by or against your Company or pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2025.

• Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

• There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions, during the financial year under review.

39. Acknowledgement:

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Director''s take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

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Mar 31, 2024

Your Board of Directors is pleased to present 42^nd Annual Report of Filtron Engineers Limited
(hereinafter referred to as "the Company") covering the business, operations and Audited
Financial Statements of the Company for the financial year ended March 31, 2024.

1. Financial Highlights:

The standalone financial performance of your Company for the year ended March 31, 2024 is
summarised below:

(Rs. in Thousand''

Particulars	2023-2024	2022-2023
Revenue from Operation	-	-
Other Income	1,331.68	900.35
Total Revenue	1,331.68	900.35
Profit/ (Loss) Before Exceptional Item	(3,478.92)	(6,402.60)
Exceptional Item	-	-
Profit/ (Loss) Before Tax	(3,478.92)	(6,402.60)
Tax	-	1,312.06
Profit/ (Loss) After Tax	(3,478.92)	(5,090.54)

2. Change in the Nature of Business, If any:

There has not been any change in the nature of business of the Company during the Financial
Year ended on March 31, 2024.

3. Company Performance/ Review of Operation:

The Company is in lookout for new projects and accordingly the Management has already
taken steps for the same.

Further, Company is in process of revocation of suspension in the trading of securities of
Company on BSE Limited.

4. Subsidiaries and Joint Ventures:

As on March 31, 2024, according to the Companies Act, 2013 and rules made there under the
Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company. Considering this, ''Form AOC - 1'' is not applicable.

5. Dividend:

Considering the fact, that the Company stopped its business operations, your Directors have
decided not to recommend any dividend on the equity shares for the year ended March 31,
2024.

6. Reserves:

Your Company does not propose to transfer any amount to the reserves for the financial year
2023-24.

7. Share Capital:

During the year under review there is no change in Share capital of the Company.

8. Material changes affecting the Company:

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report. There has been no
change in the nature of business of the Company.

9. Deposits:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of
furnishing details relating to Deposits covered under Chapter V of the Act or the details of
Deposits that are not in compliance with Chapter V of the Act is not applicable.

10. Directors and Key Managerial Personnel:

a. Appointment/ Reappointment/ Cessation

During the year under review, there has been following changes in the Composition of the
Board of Directors and Key Managerial Personnel of the Company.

1. Mr. Gajanan Hegde was appointed as Additional Non-Executive Independent Directors
of the Company on November 11, 2022 and his appointment was regularised at the 41^st
Annual General Meeting held on December 22, 2023.

2. Mr. Tanaji Kadu was appointed as Additional Non-Executive Independent Directors of
the Company on November 11, 2022 and his appointment was regularised at the 41^st
Annual General Meeting held on December 22, 2023.

3. Ms. Nivedita Sen was appointed as an as Additional Director in the category of Non¬
Executive Independent Director of the Company in their Board meeting held on

November 13, 2023 and her appointment was regularised in the 41^st Annual General
Meeting held on December 22, 2023.

4. Ms. Raina Ajmera, a member of Institute of Company Secretaries of India has been
appointed as Company Secretary and Compliance Officer of the Company w.e.f. April
15, 2023. However, she has resigned w.e.f. April 25, 2024

b. Director liable to retire by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Deepa Atul Thakkar,
Non-Executive Director, whose office is liable to retire at the ensuing 42^nd AGM, being eligible,
seeks re-appointment. The notice convening the 42^nd AGM to be held on September 30, 2024
sets out the details.

11. Declaration by Independent Director:

The Company has received the necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 along with a declaration received pursuant
to sub-rule 3 of rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing
Regulations affirming compliance to the criteria of Independence as provided under
Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations and confirmations of the Independent Directors and after
undertaking due assessment of the veracity of the same, the Board of Directors recorded their
opinion that all the Independent Directors are independent of the Management and have
fulfilled all the conditions as specified under the governing provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the
Company''s code of conduct. Also, the separate meeting of the Independent Directors has been
duly convened and held.

12. Statement of Board of Directors:

The Board of Directors of the Company is of the opinion that all the Independent Directors of
the Company possess highest standard of integrity, relevant expertise and experience
required to best serve the interest of the Company.

13. Familiarisation Programme for the Independent Director:

In compliance with the requirements of SEBI Listing Regulations, the Company has put in
place a Familiarization Programme for the Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, business model etc. Further, at the time of the appointment of an
independent director, the Company issues a formal letter of appointment outlining his/ her
role, function, duties and responsibilities. Details of the Familiarization Programme
conducted are available on the website of the Company
https://www.filtronindia.com/details-of-familiarisation-program.htm

14. Evaluation of Board Performance:

Pursuant to Section 134(2) of the Companies Act, 2013 read with the Rules issued thereunder
and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board carried out the
annual performance evaluation of the Board of Directors as a whole, Committees of the Board
and individual Directors.

The parameters for performance evaluation of the Board include composition of the Board,
process of appointment to the Board of Directors, common understanding of the roles and
responsibilities of the Board members, timelines for circulating board papers, content and the
quality of information provided to the Board, attention to the Company''s long term strategic
issues, evaluating strategic risks, overseeing and guiding acquisitions etc. Some of the
performance indicators for the Committees include understanding the terms of reference,
effectiveness of discussions at the Committee meetings, information provided to the
Committee to discharge its duties and performance of the Committee vis-a-vis its
responsibilities.

Performance of individual Directors was evaluated based on parameters such as attendance
at the meeting(s), contribution to Board deliberations, engagement with colleagues on the
Board, ability to guide the Company in key matters, knowledge and understanding of
relevant areas and responsibility towards stakeholders. All the Directors were subject to self¬
evaluation and peer evaluation.

The performance of the Independent Directors was evaluated taking into account the above
factors as well as independent decision-making and non-conflict of interest. Further, the
evaluation process was based on the affirmation received from the Independent Directors that
they met the independence criteria as required under the Companies Act, 2013 and Listing
Regulations, 2015.

Subsequent to the evaluation done in the financial year 2023-24, some action areas have been
identified for the Board to engage itself with. These include review of your Company''s goals,
strategy, capability gaps, competitive landscape, technological developments, SWOT
analysis, etc. and also a thorough review of key issues facing the Company. All these will be
suitably dealt with by the Board. Details of the evaluation mechanism are provided in the
Corporate Governance Report.

15. Board Meetings:

The Board met 6 (Six) Times during the financial year at the Registered Office of the
Company.

The Board Meetings were held on April 15, 2023, May 30, 2023, August 14, 2023, September
20, 2023, November 13, 2023 and February 13, 2024. The meeting of the Board had been
conducted at regular interval with a time gap of not more than 120 days between two
consecutive meetings.

16. Board Committee:

The Board currently has the following Committee:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Composition of Committees

Audit Committee	Nomination and Remuneration Committee	Stakeholder and Relationship Committee
Tanaji Kadu - Chairperson	Tanaji Kadu - Chairperson	Tanaji Kadu - Chairperson
Nivedita Sen - Member	Nivedita Sen- Member	Gajanan Hegde - Member
Sadanand Ganapati Hegde - Member	Gajanan Hegde - Member	Sadanand Hedge - Member

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the
Nomination & Remuneration Committee, the Board has adopted the Nomination &
Remuneration Policy for selection and appointment of Directors, Senior Management
including Key Managerial Personnel (KMP) and their remuneration. The details of this policy
have been placed on the website of the Company at https://www.filtronindia.com/policies-
under-companies.htm

18. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, giving detailed
analysis of the Company''s operations as stipulated under Regulation 34 of SEBI (LODR)
Regulations, is presented in a separate section forming part of the Annual Report.

19. Secretarial Standards:

The Company has tried to comply with the applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India but not been complied fully.

20. Related Party Transactions:

All related party transactions are placed before the Audit Committee for its review and
approval. Prior/ Omnibus approval of the Audit Committee is obtained on an annual basis
for a financial year, for the transactions that are of foreseen and repetitive in nature. The
statement giving details of all related party transactions entered into pursuant to the omnibus
approval together with relevant information are placed before the Audit Committee for
review and updated on a quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the
Business and at Arm''s Length basis. During the year under review, the Company has not
entered into any contracts/ arrangements/ transactions with related parties that qualify as
material in accordance with the Policy of the Company on materiality of related party
transactions. Hence, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is not applicable.

The details of such related party transactions are available in the Notes to the Standalone
financial statements section of this Annual Report.

21. Internal Financial Control:

The Company has designed and implemented a process-driven framework for Internal
Financial Control (''FC'') within the meaning of the explanation to Section 134(5)(e) of the
Companies Act, 2013.

For the year ended March 31, 2024, the Board is of the opinion that the Company has the
Internal Financial Control.

22. Directors'' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your
Company confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.

b. 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 as at March 31, 2024 and of the
profit and loss of the company for that period.

c. the Directors have 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.

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and are operating effectively.

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

23. Audit Reports and Auditors:

Statutory Auditors:

M/s. S.H. Sane & Co, Chartered Accountants (FRN: 114491 W) were appointed as Statutory
Auditors of the Company at the AGM held on February 28, 2023 for a term of 5 (five)
consecutive years and hold office upto the conclusion of the AGM to be held for the year 2027.

The Statutory auditor''s report for the financial year 2023-24 on the financial statement on the
Company forms a part of this Annual Report. The said report do contains qualifications,
reservation or adverse remark which calls for any further comments or explanation. Reply for
the same is mentioned below:

1. Management of the Company already found the viable option to change the status of Company as
going concern Company and is working towards the same.

2. Further, Management of the Company took note of all the points of the Auditor and working on
the same.

No frauds have been reported by the auditor for the financial year 2024.

Secretarial Auditor and audit report:

Being a publicly listed Company, the Company is required to annex a Secretarial Audit Report
from a Company Secretary in Practice with the Board Report for the said purpose, on the
recommendation of the Audit Committee, the Company appointed M/s. Pooja Gala &
Associates, Practicing Company Secretaries (Formerly known as Ms. Pooja Amit Gala) in
accordance with provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to conduct
the secretarial audit of the Company for the financial year 2023-2024. The Secretarial Audit
Report in Form No. MR -3 for the financial year ended March 31, 2024, is annexed herewith
as an ''Annexure-I'' to this Board''s Report.

There is various observation given by the secretarial Auditor in their report for the financial
year ended March 31,2024for which following is the explanation:

The Company was facing hardship during the previous financial years which has impacted the timely
Statutory and ethical Compliance. However, the management of the Company has deliberately
discussed the issues internally and has started to take adequate measure for the compliances in future.

24. Significant and material orders:

There were no significant and material orders passed by the regulators or courts or tribunals
impacting the Company''s going concern status and/or its future operations.

25. Establishment of Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), the Company is
required to establish an effective Vigil Mechanism for directors and employees to report
genuine concerns.

The Company has a Whistle-blower Policy to encourage and facilitate employees to report
concerns about unethical behavior, actual/ suspected fraud and violation of the Company''s
Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the
requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for
adequate safeguards against victimization of persons who avail the same and provides for
direct access to the Chairperson of the Audit Committee. The policy also establishes adequate
mechanisms to enable employees to report instances of leaks of unpublished price-sensitive
information. The Audit Committee of the Company oversees the implementation of the
Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy
on its website https:/ /www.filtronindia.com/policies-and-code-of-conduct.htm

During the year, no person has been declined access to the Audit Committee, wherever
desired.

26. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the
Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies
Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014
are placed on the website of the Company and is accessible at Company''s website at
https://www.filtronindia.com/annual-return.htm

27. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Act, are given in the notes to the Financial Statements.

28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:

The information on conservation of energy, technology absorption, and foreign exchange
earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as
''Annexure-II'' to this Board''s report.

29. Particulars of Employees and Related Disclosures:

In terms of compliance with provisions of Section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
particulars of remuneration to the Directors and employees of the Company and the details
of the ratio of remuneration of each director to the median employee''s remuneration is
annexed herewith as “Annexure-III" to this Boards Report.

In terms of 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
employee(s) drawing remuneration in excess of limits set out in said rules forms part of this
Boards Report in Annexure if any.

30. Disclosure Regarding Prevention of Sexual Harassment:

Your company was not required to constitute Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
as there are less than 10 employees in the company.

31. Disclosure under Section 67 (3) (c) of the Companies Act, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not
exercised directly by the employees of the Company as the provisions of the said section are
not applicable.

32. Reporting of Frauds by Auditors:

The Auditors of the Company have not reported any instances of fraud committed against the
Company by its officers or employees as specified under Section 143(12) of the Companies
Act, 2013.

33. Risk Management:

The Risk Management framework enables identification and evaluation of business risks and
opportunities, seeks to create transparency, minimize adverse impact on business objectives
and enhance the Company''s competitive advantage. The Company has adopted a Risk
Management Policy pursuant to Section 134 of Companies Act, 2013. The Company has robust
risk management framework to safeguard to Organization from various risk through
adequate and timely actions. The elements of risk as identified for the Company are set out in
the Management Discussion and Analysis Report forming the part of this Annual Report.

34. Acknowledgement:

Your directors would like to express their appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors
and members during the year under review. Your Directors take on record their deep sense
of appreciation to the contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors of
Filtron Engineers Limited

Sd/-

Sadanand Ganapati Hegde
Chairperson and Whole-time Director
DIN: 00195106

Place: Pune

Date: September 09, 2024

C/o: Plot No.36, WMDC Industrial Area,

Ambethan Road, Chakan, Pune - 410501,

Maharashtra, India

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Mar 31, 2014

Dear members,

The Directors present the Annual Report together with the audited accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS & OPERATIONS :

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Profit / (Loss) before exceptional 0.81 11.19 and extraordinary items and tax

Exceptional items NIL 10.65

Profit / (Loss) before extraordinary 0.81 0.53 items and tax

Extraordinary Items NIL NIL

Profit / (Loss) before tax 0.81 0.53

Less: Tax Expense:

(a) Current tax NIL NIL

(b) MAT credit 0.16 0.11

(c) Current tax expense NIL NIL relating to prior years

(d) Deferred tax

Net current tax expense NIL NIL

0.16 0.11

Profit / (Loss) from continuing 0.65 0.42 operations

Profit / (Loss) for the year 0.65 0.42

The profit for the year ended 31st March 2014, after providing depreciation, comes to Rs. 65451.59/-.

2. OPERATIONS

During the Financial Year under this report the Company has satisfactorily executed Local & Export order worth Rs 699.090 lakhs in the previous year 642.44 Lacs)

The Company Shares are now demated with NSDL and CDSL. The BSE has issued a notice dated 4th July, 2014 revoking the suspension of trading of equity shares of the Company w.e.f. 11th July, 2014. Pursuant to same, the trading of securities of the Company is resumed in "T" group.

3. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2014.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Yashwantrao Ramchandra Mali , Director of the company is due to retire by rotation, and being eligible, have offered himself for reappointment. Members are requested to reappoint him as the Director of the Company liable to retire by rotation.

5. INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2014.

a) CONSERVATION OF ENERGY:

Your company has successfully maintained energy efficient lighting has been at a low level, it also implemented the plan to utilize energy efficient welding sets in the Factory. The company is making all efforts for better utilizations of energy whereever possible. The company is not being a specified industry under (Disclosure of particulars in the Report of the Board of directors) rules, 1988, the details regarding consumption of electricity, fuel, oil etc. is not annexed.

b) RESEARCH & DEVELOPMENT :

The Company undertakes turnkey project works. The plants commissioned and installed at Customer''s site. This activity involves peculiar designing work which entails high precision and continuous R & D.

c) TECHNOLOGY ABSORPTION:

Required technology is absorbed, adapted wherever necessary to keep the Company competitive.

6 EMPLOYEES RELATIONS :

Relations between the employees and the management continued to be cordial throughout the year under report. Information as required under the provisions of sections 217(2A) of the companies act, 1956 read with the companies (particulars of employees) Rules, 1975, has not been annexed since there are no employees to whom the said provisions are applicable.

7 AUDITORS :

M/s. A.A. Bhat & Co. Chartered accountants will retire at the conclusion of the ensuing Annual general meeting and are eligible for re-appointment. The board requests you to reappoint them and fix their remuneration for the year 2014-2015. The Company has received letter from M/s. A.A. Bhat & Co. Chartered accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as the Statutory Auditor of the Company.

8. DIRECTORS RESPOSIBILITY STATEMENT :

Pursuant to the requirements under the section 217(2AA) of the Companies Act, 1956 with respect to director''s responsibility statement for the year ended on 31st March 2014 the directors of the company do state as under:

1. In preparation of the annual accounts for the financial year ended on 31st March 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures. Also necessary disclosures are made in the notes to the accounts.

2. That the directors have selected such accounting policies and applied them consistently so as to give a true & 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.

3. That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other regularities

4. That the directors have prepared the accounts for the financial year ended on 31st March 2014 on going concern basis.

9. OBSERVATION IN AUDITOR''S REPORT :

In respect to observations made by the auditors regarding the internal audit system of the Company in their report on 24th May 2014, the board of directors would like to state that steps are being taken for implementation of internal audit.

10. ACKNOWLEDGMENT :

The directors place on record their appreciation for the whole hearted and sincere co-operation received by the company during the year from employees, customers, suppliers, business associates, consultants, shareholders, bankers and various government authorities at all levels.

on behalf of Board of Directors of Filtron Engineers Limited

Place : Pune SADANAND HEGDE Date : 29rd August 2014 Chairman and Managing Director DIN : 00195106

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Mar 31, 2010

The Directors are pleased to present their 28th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2010

1. FINANCIAL RESULTS & OPERATIONS:

(Rs. in Lakhs)

Particulars 2009-2010 2008-2009

Sales & other Income 600.65 545.31

Expenditure 565.21 514.81

Profit before Depreciation & Tax 35.44 30.49

Profit (+) Loss (-) before taxation 15.30 11.35

Provision for Taxation 2.31 1.40

Net Profit (+) Loss (-) after taxation 12.99 9.95

OPERATIONS:

During the financial year under this report the company has satisfactorily executed Export order worth Rs. 2.13 Crores (pervious year Rs.2.27 Crore) & local order worth Rs.3.73 Crores (Rs. 1.13Crores). Thus this represents a substantial increase in domestic market though the exports remained almost same over the previous year. Your Company reported a Profit after Tax of Rs. 12.99 lacs as against a Profit after tax of Rs.9.95 lacs in the previous year.

The order booking is picking up, and it is hoped that your Company will achieve better turnover and profitability in the next year.

2. OBSERVATION IN AUDITORS REPORT:

In respect of observations made by the Auditor regarding the doubtful debts their report dated 28.06.2010 is self explanatory, your Directors wish to state as per managements perception the doubtful debts are recoverable in near future. This year overall efficiency has been improved a lot and Management improved its internal control system and able to address & attend most of the. observations/qualifications and satisfactorily answered the same. The Company shall undertake activity of regularizing the agreements and transactions under section 295/296, 297 & other related sections.

3. DIRECTORS:

1) In accordance with the provisions of the Companies Act, 1956 Mr. Gajanan Hegde , director of the Company is due to retire by rotation, and being eligible, has offered himself to be reappointed. Members are requested to reappoint him as the Director of the Company.

2) To Mr. Padmakar Vidyadhar Kashyapi, was appointed as additional director of the Company on 9/12/2009 he retires at ensuing annual general meeting and being eligible offers himself for reappointment. Members are requested to reappoint him as the Director of the Company.

3) To Mr. Prabhakar Ganesh Hegde was appointed as additional director of the Company on 9/12/2009 he retires at ensuing annual general meeting and being eligible offers himself for reappointment. Members are requested to reappoint him as the Director of the Company.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE

DIRECTORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2008

4. CONSERVATION OF ENERGY

Your Company has successfully maintained energy efficient lighting has been at a low level, it also implemented the plan to utilize energy efficient welding sets in the Factory

5. RESEARCH & DEVELOPMENT:

The Company undertakes turnkey Project Works. The plants commissioned and installed at Customers site. This activity involves peculiar designing work which entails high precision and continuous R&D.

6. TECHNOLOGY ABSORPTION:

Required technology is absorbed, adapted wherever necessary to keep the Company competitive



7. FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars 2009-2010 2008-2009

in Rs in Rs.

Foreign Exchange earnings 21,260,247.66 27,943,174.00

Foreign Exchange outgo Nil 68,370.00

Gain due to fluctuation 552,190.00 35,611.00

Loss due to fluctuate 573,898.00 56,866.00





8. EMPLOYEES RELATIONS:

Relations between the employees and the management continued to be cordial throughout the year under report. Information as required under the provisions of sections 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, has not been annexed since there are no employees to whom the said provisions are applicable.

9. AUDITORS:

M/s. A.A Bhat & Co. Chartered Accountants will retire at the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. The Board requests you to reappoint them for the year 2010-2011.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors responsibility statement for the year ended on 31st March 2010 the directors of the Company do state as under:

1) In preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures. Also necessary disclosures are made in the Notes to the Accounts.

2) That the directors have selected such accounting policies and applied them consistently so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for the year under review.

3) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on going concern basis.

11. ACKNOWLEDGMENT:

The directors place on record their appreciation for the whole hearted and sincere co-operation received by the company during the year from Employees, Customers, Investors, Bankers and various Government authorities at all levels.



On behalf of Board of Directors

Place : Pune S. HEGDE G HEGDE

Date : 12/05/2010 Chairman and Managing Director Director

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Mar 31, 2009

The Directors are pleased to present their 27th Annual Report and the Audited Statement of Accounts for the financial year ended 31st March 2009.

1. FINANCIAL RESULTS AND OPERATIONS : (Rs. in Lakhs) Particulars 2008-2009 2007-2008

Sales & Other Income 545.31 401.97

Expenditure before depreciation amortization and interest 504.05 369.99

Depreciation and amortization 19.14 19.76

Interest 10.75 4.06

Profit (+) Loss (-) before taxation 11.35 8.15

Provision for Taxation 1.4 1.03

Net Profit (+) Loss (-) after taxation 9.95 7.10



OPERATIONS

During the financial year under this report the Company has satisfactorily executed Export order worth Rs. 279 Lakfis (previous year Rs. 22 lakhs) & local order worth Rs.133 lakhs (Rs. 322 lakhs). Thus this represents a substantial increase of export order over the previous year. Your Company reported a Profit after Tax of Rs. 9.95 lacs as against a Profit after Tax of Rs. 7.10 In the previous year.

The order booking is picking up, and it is hoped that your Company will achieve better turnover and profitability!in the next year.

2. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 Mr. Gajanan Hegde, director of the Company is due to retire by rotation, and being eligible, has offered himself to be reappointed. Members are requested to reappoint him as the Director of the Company.

INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF DIRECTORS) RULES, 1988 AND FORMING PART 0F THE DIRECTORS REPORT FOR THE YEAR ENDED ON 31 ST MARCH, 2009

3. CONSERVATION OF ENERGY:

Your Company has successfully maintained energy efficient lighting has been at a low level, it also implemented the plan to utilize energy efficient welding sets in the Factory

4. RESEARCH & DEVELOPMENT :

The Campany undertakes turnkey Project Works. The plants commissioned and installed at Customers site. This activity involves peculiar designing work which entails high precision and continuous R&D.

5. TECHNOLOGY ABSORPTION :

Required technology is absorbed, adapted wherever necessary to keep the Company competitive

7. EMPLOYEES RELATIONS:

Relations between the employees and the management continued to be cordial throughout the year under report. Information as required under the provisions of sections 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975, has not been annexed since there are no employees to whom the said provisions are applicable.

8. AUDITORS:

M/s. A A Bhat & Co. Chartered Accountants, will retire at the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. The Board requests you to reappoint them for the year 2008-2009.

10. OBSERVATION IN AUDITORS REPORT:

In respect of observations made by Ihe Auditor in their report for the financial year under consideration :

a. The company is taking all the necessary steps to obtain confirmation of balances from the debtors and creditors, loans and advances.

b. In view of the management the doubtful debts are fully recoverable and therefore no provision is made them

c. Company is in process of updating the transaction in register under section 301.

d. The Company is taking steps to immediately install the internal audit system. This year overall efficiency has been improved a lot and Management improved its internal control system and able to address & attend most of the observations/qualifications and satisfactorily answered the same.

11. COMPLIANCE CERTIFICATE :

Compliance certificate under section 383A of the Companies Act, 1956 from M/s.Kale Chikodikar & Associates, Company Secretaries forming part of this report is attached.

12. OBSERVATION IN COMPLIANCE CERTIFICATE:

The management is trying its level best In comply with the formalities in respect to the compliances stated by the Company Secretaries, in Iheir certificate. The Company did not have necessary back up for Ihe same. The Company Secretaries firm has been appointed to see that all the compliances are being properly looked into.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors responsibility statement for the year ended on 31st March 2009 the directors of the Company do state as under:

1) In preparation of the annual accounts for the financial year ended 31st March 2009 the applicable accounting standards have been followed along with proper explanation relating to material departures. Also necessary disclosures are made in the Notes to the Accounts.

2) That the directors have selected such accounting policies and applied them consistently so as to give a trule & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for the year under review.

3) That the directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the financial year ended 31st March, 2009 on goin|g concern basis.

14. ACKNOWLEDGMENT:

The directors place on record their appreciation for the whole hearted and sincere cooperation received by trie company during the year from Employees, Customers, Investors, Bankers and various Government authorities at all levels.

On behalf of Board of Directors Place : Pune S. HEGDE Date : 25.06.2009 Chairman and Managing Director