Fabtech Cleanrooms Ltd Directors Report

To,

The Members,

Fabtech Cleanrooms Limited

(Formerly known as Fabtech Technologies Cleanrooms Limited)

Your Directors have pleasure in presenting their 11th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended March 31, 2026 and Auditors Report thereon.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the applicable Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

During the year under review, performance of your company is summarized as below:

(Amounts in Lakhs)

	At Standalone Level		At Consolidated Level
Particulars	For the F.Y. 2025-26	For the F.Y. 2024-25	For the F.Y. 2025-26	For the F.Y. 2024-25
Total Revenue	14,338.55	14,004.89	22,172.02	15,089.96
Total Expenditure	13,090.44	12,427.04	20,104.43	13,501.31
Profit/(Loss) before Tax	1,146.20	1,577.85	2,067.59	1,588.65
Current Tax	292.80	400.00	473.76	400.00
(Short/Excess) Provision for Tax	(56.31)	(13.08)	(62.50)	(13.08)
Deferred Tax	3.98	(13.25)	2.45	(13.25)
Profit/(Loss) after Tax	905.73	1,204.18	1,581.53	1329.56
Earning per Equity Share (Face Value: Rs. 10/-)
Basic	7.35	12.35	12.84	13.64
Diluted	7.35	12.35	12.84	13.64

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

STANDALONE:

Total Income of the Company for the financial year 2025-26 stood at Rs. 14,338.55 Lakhs as against Rs. 14,004 Lakhs for the financial year 2024-25, showing an increase of 2.38 %.

EBITDA for the financial year 2025-26 stood at Rs. 1,398.10 Lakhs as against Rs. 1,650.85 Lakhs for the year 2024-25, showing a decrease of 15.31 %.

Profit after tax for the financial year 2025-26 stood at Rs. 905.73 Lakhs as against Rs. 1,204.18 Lakhs for the financial year 2024-25, showing a decrease of 24.78 %.

CONSOLIDATED:

Total Income of the Company for the financial year 2025-26 stood at Rs. 22,172.02 Lakhs as against Rs. 15,089.96 Lakhs for the financial year 2024-25, showing an increase of 46.93 %.

EBITDA for the financial year 2025-26 stood at Rs. 2,822.08 Lakhs as against Rs. 1,846.87 Lakhs for the financial year 2024-25, showing an increase of 52.80 %.

Profit after tax for the financial year 2025-26 stood at Rs. 1,581.53 Lakhs as against Rs. 1329.56 Lakhs for the financial year 2024-25, showing an increase of 18.95 %.

Your directors are hopeful for the bright future of the Company in the years to come.

3. AMOUNTS TRANSFERRED TO RESERVES:

No part of the profit for the year was transferred to General Reserves during the year under review.

4. CHANGE IN NATURE OF BUSINESS:

There has been no change in business during the year under review.

5. DIVIDEND:

The Board of Directors, at their meeting held on May 05, 2025, declared the Interim Dividend of Rs. 2/- per equity share of face value 10/- each amounting to a total payout of Rs. 2,46,38,724/- on the paid-up equity share capital of the

Company.

Further the Board of Directors do not recommend any Final Dividend on the Equity Shares of the Company in view of conservation of profits.

The Interim Dividend declared and paid to the shareholders was in accordance with section 123 of the Companies Act, 2013.

Further, the Company has formulated a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is available on the website of the Company at https://fabtechcleanroom.com/policies/.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR:

The following material changes took effect during the Financial Year 2025-26, however there was no impact on the financial position of the Company:

Change of Name of the Company

During the year under review, the Board of Directors, at its meeting held on January 8, 2026, approved the proposal to change the name of the Company from "Fabtech Technologies Cleanrooms Limited" to "Fabtech Cleanrooms Limited", subject to the approval of the shareholders and other statutory/regulatory approvals, as applicable. Subsequently, the shareholders approved the change of name by way of a Special Resolution passed at the Extraordinary General Meeting held on March 14, 2026.

Accordingly, the name of the Company was changed from "Fabtech Technologies Cleanrooms Limited" to "Fabtech Cleanrooms Limited" w.e.f. May 18, 2026 on receipt of new Certificate of Incorporation from Registrar of Companies, Mumbai.

Establishment of New Manufacturing Facility

Subsequent to the closure of the financial year, the Company has commenced the establishment of a new manufacturing facility in Hyderabad. The facility is being established with the objective of strengthening the Companys production capabilities, improving operational coordination, reducing response times and supporting faster and more efficient project execution across the region.

7. TRANSFER TO UNCLAIMED DIVIDEND 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.

8. CHANGES IN SHARE CAPITAL IF ANY:

During the period under review following changes have taken place in the share capital of the company.

Authorised Share capital of the Company

During the period under review, the Authorized Share Capital of the Company was Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 equity shares of Rs. 10/- (Rupees Ten only) each. There was no increase/ decrease/subdivision of Authorised share capital of the Company.

Issued, Subscribed & Paid-Up Capital

The Issued, Subscribed & Paid-Up Capital of the Company as on March 31, 2026 is Rs. 12,31,93,620/- (Rupees Twelve Crores Thirty-One Lakhs Ninety-Three Thousand Six Hundred and Twenty only) divided into 1,23,19,362 (One Crores Twenty-Three Lakhs Nineteen Thousand Three Hundred and Sixty-Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

After the closure of the financial year, the Board at its meeting held on July 20, 2026 and members by approval at the Extra-Ordinary General Meeting dated August 17, 2026 approved Preferential issue of 3,80,711(Three Lakhs Eighty Thousand Seven Hundred and Eleven) convertible warrants ("Warrants"), each warrant being convertible into 3,80,711 (Three Lakhs Eighty Thousand Seven Hundred and Eleven) fully paid-up equity share of the Company having a face value of INR 10/- (Indian Rupees Ten Only) each, within a period of 18 (eighteen) months from the date of allotment of the Warrants, at an issue price of INR 394/- (Indian Rupees Three Hundred and Ninety Four Only) per Warrant (inclusive of the warrant subscription price and the warrant exercise price), aggregating up to INR 15,00,00,134/- (Indian Rupees Fifteen Crore One Hundred and Thirty Four Only), to the Promoters and the Member of Promoter Group of the Company.

9. DEPOSITS:

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 77 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report, the Board of Directors of the Company comprises of 5 (Five) Board Members out of which 1 (one) is an Executive Director, 2 (two) are Non-Executive Non-Independent Directors and 2 (two) are Non-Executive

Independent Directors.

The composition of the Board of Directors of the Company as on the date of this Report is as follows:

Sr. No.	Name of Directors	DIN	Designation
1.	Mr. Aasif Ahsan Khan	00156111	Chairman and Non-Executive Director
2.	Mr. Amjad Adam Arbani	02718019	Executive Director
3.	Mr. Chirag Himatlal Doshi	08532321	Non-Executive Director
4.	Mr. Shyam Nagorao Khante	06918122	Non-Executive Independent Director
5.	Ms. Rupal Dhiren Haria	10624643	Non-Executive Independent Director

Changes in the composition of the Board of Directors and Key Managerial Personnel during the Financial Year 2025-26 and up to the date of this report: a) Appointments/Resignations/Changes in the Board of Directors:

The following changes took place among the Board of Directors of the Company during the Financial Year and as on the date of this Report: i. Appointment / Change in Designation of Directors/Cessation:

Sr. No.	Name of the Directors	Designation	Appointment/ Change in Designation/ Cessation	Date
1.	Mr. Ausaf Ahmed Usmani	Director	Change in Designation	September 26, 2025
2.	Mr. Ausaf Ahmed Usmani	Director	Cessation	October 10, 2025

All Directors have confirmed that they are not disqualified under the provisions of Section 164(2) of the

Companies Act, 2013. b) Key Managerial Personnel (KMP):

The following changes took place among the Key Managerial Personnel (KMP) of the Company during the year under review and as on the date of this Report:

Sr. No. Name of KMP	Designation	Appointment/ Cessation	Date
1. Ms. Kinjal Nitinkumar Shah	Company Secretary & Compliance Officer	Cessation	April 03, 2025
2. Ms. Jahnavi Mehta	Company Secretary & Compliance Officer	Appointment	August 01, 2025
3. Mr. Amjad Adam Arbani	Chief Financial Officer	Cessation	July 31, 2025
4. Mr. Sajjan Bawri	Chief Financial Officer	Appointment	August 01, 2025
5. Ms. Jahnavi Mehta	Company Secretary & Compliance Officer	Cessation	April 20, 2026
6. Ms. Jai Vaidya	Company Secretary & Compliance Officer	Appointment	July 20, 2026

11. DIRECTORS LIABLE TO RETIRE BY ROTATION

In accordance with the Section 152, other applicable provisions of the Companies Act, 2013 and in terms of Memorandum and Article of Association of the Company, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every AGM. Mr. Amjad Adam Arbani (DIN: 02718019)

Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment

12. INDEPENDENT DIRECTORS:

The appointment of the Independent Directors on the Board of Directors of the Company is subject to the provisions of

Section 149 and Schedule IV of the Companies Act, 2013.

The Company has obtained declarations from the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 including the compliance of relevant provisions of the Companies (Appointment and Qualifications of The IndependentDirectorshavealsoconfirmedthat they have complied with Schedule IV of the Companies Act, 2013 and Companys code of conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,skills, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act and

13. BOARD EVALUATION:

The Board conducted an annual evaluation of its own performance, that of its Committees, and of the Individual Directors, in accordance with the formal evaluation mechanism adopted by the Board. The performance evaluation of all Directors was carried out by the Nomination and Remuneration Committee. Further, the performance evaluation of the Chairman, Non-Independent Directors, and the Board as a whole was undertaken by the Independent Directors.

The evaluation was conducted through a structured assessment process, which covered various parameters including the composition and effectiveness of the Board and its Committees, competencies and experience of the members, fulfilment of specific roles and responsibilities, level of contribution at meetings and beyond, application of independent judgment, and overall governance practices.

14. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met 8 (Eight) times during the Financial Year 2025-26 and the details of the same are mentioned below:

No. of Board Meeting	Date of the Board Meeting	No. of Directors Present
1.	May 05, 2025	6
2.	May 26,2025	6
3.	August 01, 2025	5
4.	August 29,2025	4
5.	November 14, 2025	4
6.	December 17, 2025	4
7.	January 08, 2026	4
8.	February 12, 2026	4

The gap intervening between any two consecutive meetings was not more than one hundred and twenty days.

Attendance of the Directors for the Board Meetings held in the Financial Year 2025-26:

Sr.	Name of the Director	Designation	Board Meetings held during the Financial Year
No.			Held	Entitled to Attend	Attended	% Of attendance
1	Mr. Aasif Ahsan Khan	Chairman and Non-	8	8	2	25
		Executive Director
2	Mr. Amjad Adam	Executive Director	8	8	8	100
	Arbani
3	Mr. Chirag Himatlal	Non-Executive	8	8	8	100
	Doshi	Director
4	Mr. Ausaf Ahmed	Non-Executive	8	4	3	75
	Usmani	Director
5	Ms. Rupal Dhiren Haria	Non-Executive	8	8	8	100
		Independent Director
6	Mr. Shyam Nagorao	Non-Executive	8	8	8	100
	Khante	Independent Director

COMMITTEE MEETINGS:

A. Nomination & Remuneration Committee

Number of Meetings Held: 2

Sr. No.	Date of Meeting	Total numbers of Members as on the date of Meeting	Attendance Number of Members attended	% of attendance
1	May 05, 2025	3	3	100
2	August 01, 2025	3	3	100

B. Audit Committee

Number of Meetings Held: 8

Sr. No.	Date of Meeting	Total numbers of Members as on the date of Meeting Number of Members attended		Attendance % of attendance
1.	May 05, 2025	3	3	100
2.	May 26,2025	3	3	100
3.	August 01, 2025	3	3	100
4.	August 29,2025	3	3	100
5.	November 14, 2025	3	3	100
6.	December 17, 2025	3	3	100
7.	January 08, 2026	3	3	100
8.	February 12, 2026	3	3	100

C. Corporate Social Responsibility Committee

Number of Meetings Held: 1

Sr. No.	Date of Meeting	Total numbers of Members as on the date of Meeting	Attendance Number of Members attended	% of attendance
1.	February 12, 2026	3	3	100

D. Stakeholder Relationship Committee

Number of Meetings Held: 1

Sr. No.	Date of Meeting	Total numbers of Members as on the date of Meeting	Attendance Number of Members attended	% of attendance
1.	February 12, 2026	3	3	100

15. GENERAL MEETING:

Number of Meetings Held: 2

Sr. No. Type of Meeting	Date of	Total numbers of	Attendance
	Meeting	Members entitled to attend the meeting	Number of Members attended	% of attendance
1 Annual General Meeting	September 26, 2025	678	13	1.92%
2 Extra Ordinary General Meeting	March 14, 2026	769	10	1.30%

16. POSTAL BALLOT:

The Company have approved the following resolutions through Postal Ballot on June 07, 2025: a. Approval of Fabtech Technologies Cleanrooms Limited Employee Stock Option Scheme 2025 ("FTCL-ESOS

2025") b. Approval for extension of Fabtech Technologies Cleanrooms Limited - Employee Stock Option Scheme 2025 ("FTCL-ESOS 2025") to the Employees of the existing and/or future Subsidiary Company(ies) or Associate Company(ies) of the Company in India or Outside India.

17. INDEPENDENT DIRECTOR MEETINGS:

The Independent Directors met on March 25, 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors 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 their duties

18. COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

Pursuant to Section 177 and other applicable provision of the Companies Act, 2013 and rules made thereunder, the

Company constituted an Audit Committee

As on March 31, 2026, the composition of Audit Committee is as under:

Name of the Director	Designation in Committee	Nature of Directorship
Ms. Rupal Dhiren Haria	Chairman	Independent Director
Mr. Shyam Nagorao Khante	Member	Independent Director
Mr. Chirag Himatlal Doshi	Member	Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been constituted as per Section 178 and other applicable provision of the Companies Act, 2013 and rules made thereunder.

As on March 31, 2026, the composition of Nomination and Remuneration Committee is as under:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Chirag Himatlal Doshi	Chairman	Non- Executive Director
Mr. Shyam Nagorao Khante	Member	Independent Director
Ms. Rupal Dhiren Haria	Member	Independent Director

The Committee has formulated the Nomination and Remuneration Policy, which outlines the criteria for appointment, performance evaluation, and remuneration of Directors, key managerial personnel and senior management. The policy is available on the Companys website at https://fabtechcleanroom.com/policies/

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has voluntarily constituted as per Section 178 and other applicable provision of the Companies Act, 2013 and rules made thereunder a Stakeholders Relationship Committee to oversee the redressal of investor grievances and related matters.

As on March 31, 2026, the composition of Stakeholders Relationship Committee is as under:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Chirag Himatlal Doshi	Chairman	Non- Executive Director
Mr. Amjad Adam Arbani	Member	Executive Director
Mr. Shyam Nagorao Khante	Member	Independent Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 and other applicable provision of the Companies Act, 2013 and rules made thereunder, the Company has constituted a Corporate Social Responsibility (CSR) Committee.

As on March 31, 2026, the composition of Corporate Social Responsibility Committee is as under:

Name of the Director	Designation in Committee	Nature of Directorship
Mr. Shyam Nagorao Khante	Chairman	Independent Director
Mr. Amjad Adam Arbani	Member	Executive Director
Ms. Rupal Haria	Member	Independent Director

19. SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES:

As on March 31 2026, the Company has three Subsidiary Entities and three Associate Company and no Joint venture. The details in Form AOC-1 is annexed as "Annexure - A" to this Report.

During the year under review:

The Company acquired additional 27.20 % stake of Share Capital in Kelvin Air Conditioning and Ventilation Systems Private Limited, the total investment being 60.53% of Share Capital, thereby designating it as Subsidiary Company in accordance with the applicable provisions of the Companies Act, 2013.

The Company acquired 28% stake in Aart Integrated Projects Private Limited, thereby designating it as an Associate

Company in accordance with the applicable provisions of the Companies Act, 2013.

The Company acquired additional 12.14% stake of Equity Share Capital in Advantek Air Systems Private Limited, the total investment being 34.99% of Share Capital, thereby designating it as an Associate Company in accordance with the applicable provisions of the Companies Act, 2013. a) Incorporation of Associate Company:

The Company had considered the incorporation of associate company in the name and style "Fabtech Fortline Private Limited" and acquired 49% of paid-up share capital by acquiring 9,80,000 (Nine Lakh Eight Thousand) equity shares face value of 10/- (Rupees Ten only), aggregating to a total consideration of 98,00,000/- (Rupees Ninety- Eight Lakhs only). The incorporation and acquisition were approved by the Board resolution dated May 05, 2025.

b) Incorporation of Foreign Wholly Owned Subsidiary Company

The Company had considered the incorporation of wholly owned subsidiary company in the name and style

"Fabtech Technologies Cleanrooms-FZE" by subscribing 100% of paid-up share capital i.e AED 1,00,000/(AED One Lakh only). The incorporation and acquisition were approved by the Board resolution dated December 17,

2025. c) Cessation of Subsidiary

During the year, Altair Partition Systems LLP (Altair) ceased to be a subsidiary of the Company.Consequently,

Altair is no longer a subsidiary of the Company.

20. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and any other applicable provisions and the Rules framed thereunder, If any, of the Companies Act, 2013 (including any statutory modifications) or re-enactment thereof for the time being in force read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Ajmera and Ajmera, Mumbai (Firm Registration No. 018796C) were re-appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Financial Year 2025-26 for a term of five consecutive years i.e., from the conclusion of the AGM for FY -2025-26 until the conclusion of the AGM to be held for FY 2029-30.

The Statutory Auditors Report for the financial year -2025-26, issued by M/s. Ajmera and Ajmera, forms part of this Annual Report. The saidreportdoesnotcontainanyqualification,reservation, or adverse remark.

SECRETARIAL AUDITORS:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Rules Framed thereunder, if any of the Companies Act, 2013 (Including any statutory modifications or re-enactment thereof for the time being in force, the Board of Directors of the Company and members at the 10^th Annual General Meeting has appointed M/s. Kiran Doshi & Co., Practicing Company Secretary as a Secretarial Auditor of the Company for a term of five financial years to hold office till the conclusion of the AGM to be held for FY 2029-30.

A Secretarial Audit Report in Form MR-3 issued by M/s Kiran Doshi & Co., Practicing Company Secretary has been provided in an ANNEXURE- E which forms part of this Annual Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies or re-enactment thereof Act,2013(includinganystatutorymodification(s) for the time being in force, the Board of Directors of the Company has appointed M/s S H B A & CO LLP as an Internal Auditor of the Company to conduct the Internal Audit for the Financial Year 2025-26 in Meeting of Board of Directors held on August 01, 2025.

COST AUDITORS:

The company proposes to appoint M/s. Darshan Vora & Co., Cost Accountants, Mumbai (Firm Registration No.103886) as the Cost Auditors of the Company for the Financial Year 2025-26 pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. The Board of Directors of the Company has appointed M/s. Darshan Vora & Co. as Cost Auditors of the Company for the Financial Year 2025-26 in Meeting of Board of Directors held on August 29, 2025.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has formulated and approved a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee and Board functions according to the CSR Policy. The policy is available on the Companys website at https://fabtechcleanroom.com/policies/ The Annual Report on CSR Activities is enclosed as per prescribed format as Annexure - C and forms an integral part of this report.

22. CREDIT RATING

During the financial year 2025-26, the Company continued to maintain a strong credit profile, as reflected in the credit ratings assigned by reputed credit rating agencies. The details of the credit ratings are as follows:

Sr. No. Instrument/Facility	Rating Agency	Rating
1. Working Capital loan facilities (Fund and Non-fund basis)	CRISIL	BBB/Stable

23. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices.

The Regulation 15(2) of SEBI (LODR) Regulations, 2015 related to Corporate Governance disclosure is not applicable to the Company since the Company is listed on the BSE SME Platform.

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established robust and effective internal control systems, supported by best practices suited to its size and scale of operations. These controls ensure that all assets are safeguarded, and all transactions are duly authorized, accurately recorded, and properly reported. The internal audit function reviews a broad range of operational areas and ensures compliance with applicable policies, procedures, and standards. During the year, no reportable material weaknesses in the design or operation of these controls were observed.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and established a vigil mechanism for Directors, employees, and business associates in compliance with Section 177 of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy, duly approved by the Board of Directors, enables stakeholders to report genuine concerns relating to unethical practices or improper conduct. It also ensures protection to whistle blowers against any form of retaliation. All reported matters are appropriately investigated, and necessary actions are taken in accordance with the Policy. The Whistle Blower Policy is available on the Companys website at www.fabtechcleanroom.com.

26. ANNUAL RETURN:

In compliance to provisions of section 134(3)(a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in Form No. MGT 7 shall be placed on the website of the company (www. fabtechcleanroom.com) post ensuing Annual General Meeting

27. PARTICULARS OF LOAN, GAURANTEES OR INVESTMENTS:

The Company has extended an intercorporate loan and made certain investments in compliance with the provisions of

Section 186 of the Companies Act, 2013.

The loans given, investments made and guarantee given and securities provided under Section 186 of the Companies Act, 2013 forms a part of the Note Nos. 12, 14, 16 and 20 of the Standalone Financial Statements for the FY 2025-26, which forms part of the Annual Report.

28. RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions. All Related Party Transactions are reported to the Notes to the Financial Statements of the Company which forms the part of the annual report of the Company. Accordingly, the disclosure of related party transactions as required under Section 154(5)(h) of the Act, in Form AOC-2 is provided as ANNEXURE - B of this Report

The Policy on Related Party Transactions is available on the Companys website www.fabtechcleanroom.com.

29. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Conservation of Energy: a. Steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive.

However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises. c. The capital investment on energy conservation equipment - Nil B. Technology Absorption:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

C. Foreign Exchange Earnings and Outgo:

During the year, following were the foreign exchange earnings and Out-go:

Particulars	Amount (INR Lakhs)
Foreign Exchange earnings: FOB Value of Export Sales	510.76
Foreign Exchange Outgo:
1. Value of Imports on C.I.F. Basis	-
2. Expenditure in Foreign Currency	8.93

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE-D.

31. BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI

Listing Regulations are available on the website of the Company at www.fabtechcleanroom.com.

32. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the

Act is available on the website of the Company at www.fabtechcleanroom.com.

33. PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for Redressal of complaints relating to sexual harassment against woman at workplace. The detailed Policy on Prevention of Sexual Harassment at Workplace (POSH Policy) is available on the website of the company at www.fabtechcleanroom.com.

The details of the complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under: (a) number of complaints of sexual harassment received in the year NIL

(b) number of complaints disposed off during the year NIL (c) number of cases pending for more than ninety days Not Applicable

34. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961:

The Company confirms that it has complied with all the provisions of the employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like flexible work options.

35. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that: a) In the preparation of the annual accounts for the financial year ended March 31 2026, the applicable accounting standards had 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, 2026 and of the profit /loss of the Company for that period; c) The directors had taken proper and sufficientcare 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 had prepared the annual accounts on a going concern basis. e) The directors have established and maintained robust internal financial controls that the Company follows. These controls are deemed adequate and have been assessed to be operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. SECRETARIAL STANDARDS:

The Directors have incorporated proper systems and process for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 and Secretarial Standards issued by the Institute of the Company Secretaries of India and that such systems were adequate and operating effectively.

37. RISK MANAGEMENT:

The Company has laid down a well-definedInternal Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering improved products through technology innovation and productivity. The Company continues to invest in these areas. The Company has the risk management and internal control framework in place commensurate with the size of the Company. However, Company is trying to strengthen the same.

38. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application or any proceeding are pending or initiated under the Insolvency and Bankruptcy Code, 2016.

39. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There was no Material order passed by the judicial or quasi-Judicial Authority which affects the Going Concern Status of the Company during the year under review.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing

Regulations, is presented in a section forming part of this Annual Report.

41. EMPLOYEE STOCK OPTION PLAN:

The Company have approved the following resolutions through Postal Ballot on June 07, 2025: a. Approval of Fabtech Technologies Cleanrooms Limited Employee Stock Option Scheme 2025 ("FTCL-ESOS

2025") b. Approval for extension of Fabtech Technologies Cleanrooms Limited - Employee Stock Option Scheme 2025 ("FTCL-ESOS 2025") to the Employees of the existing and/or future Subsidiary Company(ies) or Associate Company(ies) of the Company in India or Outside India.

The aforesaid Employee Stock Option Scheme has been approved in accordance with the applicable provisions of the

Companies Act, 2013 and the rules made thereunder.

However, no Employee Stock Options have been granted by the Company under the FTCL-ESOS 2025 till date. Accordingly, the disclosures prescribed under Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable to the Company for the financial year under review.

42. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: Not Applicable 43. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during the year under review. a) Issue of equity shares with differential rights as to dividend, voting or otherwise b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013). c) One-time settlement of loan obtained from the Banks or Financial Institutions. d) Revision of financial statements and Directors Report of the Company. e) None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/Ministry of Corporate Affairs/Statutory Authorities. f) The Whole-time Directors of the Company do not receive any commission from any of its subsidiary companies.

44. ACKNOWLEDGMENT:

The Directors express their sincere appreciation to the valued shareholders, Life Engineers, bankers, customers, vendors, advisors, consultants, Government agencies and C&F agents and all others who are directly and indirectly associated with the company for their continued support and co- operation throughout the year.

The Directors also express their sincere gratitude for the committed efforts and ongoing contributions made by all Fabtech members at all levels, in order to foster the Companys success and growth.