CFF Fluid Control Ltd

For The Financial Year Ended March 31, 2025

To The Members:

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

1. Highlights of financial performance:

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

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

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

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

3. Capital expenditure

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

4. Familiarisation programme for directors:

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

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

5. Dividend:

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

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

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

6. Share capital and reserves:

a. Share capital:

The paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 19,47,41,000/- divided into 1,94,74,100 equity shares of Rs, 10/- each fully paid up. *Further, the Company is in the process of a Follow on Public Offer (FPO) involving the issue and allotment of up to 15,25,900 (Fifteen Lakh Twenty-Five Thousand Nine Hundred) equity shares of the Company. We have obtained in-principle approval from BSE for the same and are in the process of filing the Prospectus

b. Transfer to Reserves:

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

7. Cash Flow Statements

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

8. Transfer of unpaid and unclaimed dividends to investor education and protection fund

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

9. Subsidiary/ joint venture/ associate company

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

10. Deposits:

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

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

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

12. Material changes and commitments after the reporting period

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

13. Significant and material orders

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

14. Corporate governance

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

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

15. Extract of annual return:

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

16. Scheme of Amalgamation / Arrangement:

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

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

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

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

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

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

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

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

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

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

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

Your Board of Directors hereby confirms that:

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

ii. the accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the company for the year ended on that date;

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

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

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

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

B. Declaration of independent directors

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

C. Board meetings

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

Performance evaluation criteria for Independent Directors

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

Executive Directors

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

E. Meeting of Independent Directors

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

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

F. Directors

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

G. Retirement by Rotation

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

H. Changes in Key Managerial Personnel

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

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

• Sunil Menon, Managing Director,

• Hitesh Birla, Chief Financial Officer and

• Sonika Mehta, Company Secretary and Compliance Officer.

I. Disclosures by Directors:

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

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

J. Committees of the board: a. Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, our board has constituted the Audit Committee vide Board Resolution dated November 04, 2022 in accordance with the Section 177 of the Companies Act, 2013. The audit committee comprises of: The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

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

Financial Reporting and Related Processes:

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

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

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

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

• Review the investments made by the Company.

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

b. Nomination and Remuneration Committee:

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

ination and Remuneration Committee comprises of:

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

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

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

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

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

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

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

c. Stakeholders Relationship Committee:

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

Stakeholders Relationship Committee comprises of: The terms of reference of the Committee are:

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

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

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

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

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

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

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

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

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

During the year, Four (4) complaints were received from shareholders/ Stakeholders and the same has been resolved within the stipulated time. Further there are no balance complaints. The Company had no share transfers pending as on March 31, 2025.

d. The Corporate Social Responsibility Committee:

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

The terms of reference of the Committee are:

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

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

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

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

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

e. The Follow On Public Offer Committee:

Our Board has constituted the FPO Committee vide Board Resolution dated November 07, 2024. The FPO Committee comprises of following members: The Company Secretary shall act as the secretary of the FPO Committee.

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

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

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

• Finalizing and arranging for the submission of the Draft Prospectus ("DP") and the Prospectus ("Prospectus") and any amendments, supplements, notices or corrigenda thereto, to appropriate government and regulatory authorities, institutions or bodies;

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

• Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;

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

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

• Taking all actions as may be necessary or authorized in connection with the Offer;

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

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

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

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

23. Auditors:

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

b. Cost Auditor: During the year i.e. 2024-25 under review, Cost audit was not applicable to us. Further, for the year ended March 31, 2025, the company has an overall annual turnover of Rs. 145 Crore (One hundred and Forty Fiver Crore), which exceeds the criteria laid down under Section 148, i.e., Rs. 100 crore. Therefore, according to the provisions of Section 148 of the Companies Act 2013, the company will get its Cost Records Audited for the Financial Year 2024-25.

c. Secretarial auditor: During the year under review, the Board of Directors, on the recommendation of the Audit Committee, has appointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25. The company in its Board meeting held on dated 29th May 2024, has reappointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2024-25. They have confirmed their eligibility for the re-appointment.

24. Independent auditors' report:

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

25. Reporting of fraud:

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

26. Credit Rating

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

27. Management discussion and analysis Report

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

28. Compliance with Secretarial Standards

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

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

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

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

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

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

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

31. Risk management policy

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

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

32. Vigil mechanism policy

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

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

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

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

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

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

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

34. Significant Regulatory Or Court Orders:

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

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

During the year under review, there were no cases received / filed pursuant to the provisions of the Sexual Harassment of Women at Work-place (Prevention, Prohibitions and Redressal) Act, 2013. a. number of complaints of sexual harassment received in the year : NIL b. number of complaints disposed during the year : NIL c. number of cases pending for more than ninety days : NIL

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

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

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

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

38. Annual Return

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

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

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

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

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

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

d. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company. e. There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

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

40. Listing on stock exchanges

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

41. Policies of The Company:

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

42. Human Resources and Industrial relations

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

43. Prevention of insider trading:

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

44. Depository System:

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

45. Research and development:

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

46. Cautionary statement:

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

47. Appreciation:

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

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