CFF Fluid Control Ltd Directors Report

To Shareholders

For The Financial Year Ended March 31, 2026

To,

The Members,

CFF Fluid Control Limited

Your directors have pleasure in presenting this Fourteenth (14th) Directors Report along with the Audited Financial Statements for the Financial Year ended March 31. 2026.

1. Highlights of financial performance:

Your Companys Standalone performance during the Financial Year 2025-26 as compared to that of the previous Financial Year 2024-25 is summarized below:

(Amount in lakhs)

PARTICULARS	31/03/2026	31/03/2025
Total Income	20897.94	14609.79
Profit before Exceptional and Extraordinary Item and Tax	5206.37	3293.68
Less: Prior period items and Extraordinary Item	2.18	(0.45)
Profit Before Taxation (PBT)	5204.19	3294.13
Less: Tax Expense	1284.53	909.10
Profit After Taxation (PAT)	3919.66	2385.03

2. State of affairs of the company / 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 2025-26.

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs. 971.52 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 Companys 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, at its meeting held on June 05. 2025. recommended a final dividend of 5% ( 0.50 per equity share), which was approved by the shareholders at the Annual General Meeting held on July 07. 2025. The dividend was paid on or before August 05. 2025.

• Further. The Board of Directors, in its meeting held on November 14. 2025. has declared an interim dividend @ 5% per equity share ( 0.50 per share) on the paid-up equity share capital of the company which was paid on or before December 13. 2025.

6. Share capital and reserves:

a) Share capital:

The paid-up Equity Share Capital of the Company as on March 31. 2026 was Rs. 20.97.41,000/- divided into 2.09,74.100 equity shares of Rs. 10/- each, fully paid up.

During the financial year 2025-26. the Company allotted 15.00.000 (Fifteen Lakh) Equity Shares of face value Rs.10/- each at an issue price of Rs.585/- per Equity Share (including a securities premium of Rs.575/- per Equity Share) pursuant to the Further Public Offer (FPO). Consequently, the paid-up Equity Share Capital of the Company increased from Rs.19.47.74.100 to Rs.20.97.41.000 pursuant to the allotment of the aforesaid Equity Shares.

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 (Listing Obligations and Disclosure Requirements) Regulations. 2015 (the “Listing Regulations") 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 2025-26. 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 Companys 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 31⁵¹ March. 2026 is available on the website of the Company at https:/yfcffdefensys.com/inves- tors/.

16. Scheme of Amalgamation / Arrangement

During the Financial Year 2025-26. your Company has not proposed or considered or approved any Scheme of Merger/Amalgamation / Takeover / 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 2025-26.

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 2025-26. 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 2025-26. 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 section 186 of the Companies Act. 2013

21. Board matters:

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. 2026. 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. 2026 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 hove 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 Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).

C. Board meetings

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when requires discussing and deciding on various business policies, strategies and other businesses.

During the year under review. Board of Directors of the Company met 07 (Seven) times on 29th April. 2025. 05th June. 2025, 02nd July. 2025. 15th July. 2025.14th August. 2025,14th November. 2025 and 05th March. 2026.

The details of the attendance of each Director at the Board Meetings are given below:

NAME OF DIRECTOR	DATE OF ORIGINAL APPOINTMENT	DATE OF CESSATION	NUMBER OF BOARD MEETINGS ELIGIBLE TO ATTEND	NUMBER OF BOARD MEETINGS ATTENDED
Mr. Gautam Makker	February 16.2012	-	07	07
Mr. Sunil Menon	February 16.2012	-	07	07
Ms. Priyanka Moondra Rathi	September 02. 2022	-	07	07
Mr. Rajnish Prakash	September 30. 2022	-	07	07

D. Criteria for performance evaluation

• 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 behaviour 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 Chairmans 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 03^rd March. 2026. At the meeting, the Independent Director 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. Gautam Makker, (DIN; 00354956) Chairman and Non-Executive 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 14th 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 Boards 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:

NAME OF DIRECTOR	CATEGORY	POSITION IN THE COMMITTEE	ATTENDANCE AT THE AUDIT COMMITTEE MEETINGS HELD ON
			29.04.2025	05.06.2025	02.07.2025	14.11.2025
Rajnish Prakash	Non-Executive Independent Director	Chairman	Yes	Yes	Yes	Yes
Priyanka Moondra Rathi	Non-Executive Independent Director	Member	Yes	Yes	Yes	Yes
Sunil Menon	Managing Director	Member	Yes	Yes	Yes	Yes

Financial Reporting and Related Processes:

• Oversight of the Companys 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 Auditors 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 Companys accounting principles with reference to the Accounting Standard (AS).

• Review the investments made by the Company.

• Reviewing the Internal Audit Report

• Recommend appointment, remuneration and terms of appointment of auditors, including cost auditors, of the Company

• Reviewing the Anti-Bribery and Anti-Corruption (ABAC) Policy of the Company.

• Review the functioning of the whistle-blower mechanism/oversee the vigil mechanism.

• Approval or any subsequent modification of transactions with related parties of the Company.

• Reviewing and discussing the Annual No-Agent Declaration.

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 Nomination and Remuneration Committee comprises of:

NAME OF DIRECTOR	CATEGORY	POSITION IN THE COMMITTEE	ATTENDANCE AT THE NOMINATION AND REMUNERATION COMMITTEE HELD ON 29.04.2025
Priyanka Moondra Rathi	Non-Executive Independent	Chairman	Yes
Rajnish Prakash	Director Non-Executive Non- Independent	Member	Yes
Gautam Makker	Director Non-Executive Director	Member	Yes

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

• 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 Boards 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:

NAME OF DIRECTOR	CATEGORY	POSITION IN THE COMMITTEE	ATTENDANCE AT THE STAKEHOLDERS RELATIONSHIP COMMITTEE HELD ON 29.04.2025
Priyanka Moondra Rathi	Non-Executive Independent	Chairman	Yes
Rajnish Prakash	Director Non-Executive Independent	Member	Yes
Gautam Makker	Director Non-Executive Director	Member	Yes

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, no complaints were received from shareholders/ stakeholders. There were no share transfers pending as on March 31, 2026.

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.

NAME OF DIRECTOR	CATEGORY	POSITION IN THE COMMITTEE	ATTENDANCE AT THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE HELD ON 29.04.2025
Sunil Menon	Managing Director	Chairman	Yes
Gautam Makker	Non- Executive Director	Member	Yes
Rajnish Prakash	Non-Executive Independent Director	Member	Yes

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.

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:

The Board has recommended re-appointment of M/S. V. N. Purohit & Co.. Chartered Accountants as the statutory auditors of the Company for second term of Five Consecutive years, from the conclusion of 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting to be held in the year 2031.

b) Cost Auditor:

During the year i.e. 2025-26 under review. Cost audit was applicable to us. For the year ended March 31. 2026. the company has an overall annual turnover of Rs. 208 Crore (Two hundred and Eight Crore). which exceeds the criteria laid down under Section 148. i.e., ^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 2025-26.

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 2025-26.

The company in its Board meeting held on dated May 05. 2026. has reappointed M Rupareliya & Associates, a practicing company secretary, as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2026-27 & 2027-28. They have confirmed their eligibility for the re-appointment.

24. Independent auditors report:

The Statutory Auditors report to the Members on the financial statement for the year ended March 31. 2026 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. CRISIL Ratings upgraded the credit rating of the Companys bank facilities. The long-term rating was upgraded to CRISIL BBB+/Stable and the short-term rating to CRISIL A2 for the bank facilities of CFF Fluid Control Limited.

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. Registrar and Share Transfer Agent

During the year under review. M/s. Cameo Corporate Services Limited was the Registrar and Transfer Agent of the Company.

30. 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 -1 to this Report.

31. Particulars of Loans, Investments, and Guarantees:

Particulars of loans given, investments made, guarantees given, and securities provided are provided in the financial statements

32. 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 2025-26 with related parties were on arms 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. 2026 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.

33. 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 pro-actively 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/mvestors/ .

34. 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/inves- tors/ .

35. Corporate social responsibility (CSR) activities during the year 2025-26:

During the year, 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&>r 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. 48.00.000 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. 43.00.000 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.

The company has spent an amount of Rs 5.00,000 as a donation to Chanakya Lokseva Sanstha towards community welfare and social empowerment initiatives.

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

36. Significant Regulatory or Court Orders:

During the Financial Year 2025-26 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.

37. 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.

38. 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 Companys 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.

39. 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 companys weblink https://cffdefensys.com/mvestors/ .

40. 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. 24.568/-

b) Percentage increase in the median remuneration of employees in the financial year 2025-26: 2.79%

c) Number of permanent employees on the rolls of the Company as on March 31. 2026: 263 (Two Hundred and Sixty-Three).

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.

41. Listing on stock exchanges

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

42. 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 byyour Company, from time to time, are available on the Companys website viz., https://cffdefensys.com/mvestors/ . 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.

43. Human Resources and Industrial relations

Your Company has established an organizational structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it ensures that employees are aligned on common objectives and have the right information on business evolution..

44. Unsecured loan from directors:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company

45. 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 Companys website - https://cffdefensys.com/mvestors/ .

46. Depository System:

Your Companys 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.

47. Fraud Reporting:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act. 2013. during the financial year.

48. Compliance with the Maternity Benefit Act, 1961:

The Company has complied with the provisions of the Maternity Benefit Act. 1961. including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act. 1961. including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

49. Obligation of company under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013. and the rules made thereunder ("POSH Act"). The policy is available on website on https:// cffdefensys.com/investors/

The Company has also set up Internal Complaints Committee(s) flCCs) for each workplace, which is in compliance with the requirements of the POSH Act. to redress the complaints received regarding sexual harassment, which has formalized a free and fair enquiry process with a clear timeline.

Number of complaints received during FY26	NIL
Number of complaints resolved as on March 31.2026	NIL
Number of complaints not resolved as on March 31. 2026	NIL
Number of pending complaints as at March 31. 2026	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2025 at its jurisdictional office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Rules. 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender sensitization. No pending complaints to be resolved for the financial year under review.

50. Gender-Wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31. 2026.

Male Employees:	257
Female Employees:	06
Transgender Employees:	0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender

51. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31. 2026. which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules. 2014 is applicable from April 1. 2023. reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules. 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31. 2026

52. Appointment of Designated Person (Management and Administration) Rules 2014 - Rule 9 of the Companies Act 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014. it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in the Annual Return of the company

53. Other disclosures:

There were no transactions with respect to the following matters during the year:

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

2) There are no proceedings pending under the Insolvency and Bankruptcy Code. 2016.

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

4) During the financial year, there has been no revision in the Financial Statements or the Boards Report.

5) The Company has not issued any shares with differential rights as to dividend, voting, or otherwise.

54. Cautionary statement:

Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys 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 Companys 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.

55. Acknowledgement:

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates all employees of the Company for their sincere work and commitment.

For and on behalf of the Board of Director of CFF Fluid Control Limited	Sd/-
Sd/-	Gautam Makker
Sunil Menon	Non-Executive Director
Managing Director	DIN: 00354956
DIN: 00409485
Place: Mumbai
Date: July 14, 2026