Filtron Engineers Ltd Directors Report

Dear Members,

The Board of Directors is pleased to submit its 44th Annual Report on the performance of the Company covering the business, operations along with the audited standalone and consolidated financial statements for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated financial performance of your Company for the year ended March 31, 2026 is summarized below:

( in Thousands)

Particulars	Standalone Year ended March 31, 2026	Standalone Year ended March 31, 2025	Consolidated Year ended March 31, 2026	Consolidated Year ended March 31, 2015
Total revenue	7,201.25	4765.08	7,67,908.26	4765.08
Profit before tax and exceptional item	2,077.17	(2,995.70)	41,535.78	(2,995.70)
Profit for the year (after tax and attributable to shareholders)	2,077.17	(2,995.70)	41,535.78	(2,995.70)
Total Comprehensive Income / (loss) for the year	-	-	-	-
Nominal Value per share (in rupees)	10.00	10.00	10.00	10.00
Basic and Diluted earnings per share-Basic (in rupees)	0.10	(1.14)	2.06	(1.14)
-Diluted (in rupees)	0.10	(1.14)	2.06	(1.14)

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the financial year ended March 31, 2026, the Company recorded total revenue of Rs. 72.01 lakh on a standalone basis, as compared to Rs. 47.65 lakh in the previous financial year. The Companys performance reflects an improvement in its overall financial position during the year under review.

On a consolidated basis, the total revenue increased significantly to Rs. 7,679.08 lakh during the financial year ended March 31, 2026, as against Rs. 47.65 lakh in the previous financial year, primarily reflecting the contribution of the subsidiary during the year.

The Standalone Profit Before Tax and Exceptional Items stood at Rs. 20.77 lakh, as against a loss of Rs. 29.96 lakh in the previous year. Similarly, on a consolidated basis, the Profit Before Tax and Exceptional Items increased substantially to Rs. 415.36 lakh, compared to a loss of Rs. 29.96 lakh in the previous financial year.

The Company reported a Standalone Net Profit of Rs. 20.77 lakh for the financial year ended March 31, 2026, as against a net loss of Rs. 29.96 lakh in the previous year. On a consolidated basis, the Net Profit stood at Rs. 415.36 lakh, as against a net loss of Rs. 29.96 lakh in the previous financial year.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

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

The Company intends to leverage the opportunities available in these sectors and focus on sustainable growth and long-term value creation for its stakeholders.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

However, Company is proposing to expand its nature of business by entering into construction and infrastructure sector. The same has been approved by the shareholders of the Company vide Postal Ballot passed on April 17, 2026.

5. SHARE CAPITAL:

(a) Authorized Share Capital

During the year under review the Authorized Share Capital of the Company was increased from Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided into 35,00,000 (Thirty- Five Lakhs) Equity Shares having face value of Rs. 10/- each to Rs. 85,00,00,000/- (Rupees Eighty- Five Crores Only) divided into 6,55,00,000 (Six Crores Fifty- Five Lakhs) Equity Shares having face value of Rs. 10/- each and 1,95,00,000 (One Crore Ninety- Five Lakhs) Preference Shares having face value of Rs. 10/- each.

(b) Allotment during the year

During the financial year under review, the Company has issued and allotted:

4,50,00,000 Equity Shares of face value of 10/- each at an issue price of 10/- per Equity Share, aggregating to Rs. 45,00,00,000/- on a preferential basis to Proposed Promoters for cash consideration other than cash (i.e. swap of shares towards part payment of the total consideration payable to the shareholders of Gabrielle Infra Speciality Private Limited)

1,59,00,000 Equity Shares of face value of 10/- each at an issue price of 10/- per Equity Share, aggregating to Rs. 15,90,00,000/- on a preferential basis to non-promoters for cash consideration

1,92,09,000 0.5% Non-Convertible Compulsorily Redeemable Preference Shares (NCCRPS) of face value of Rs. 10/- each at a price of Rs. 10/- aggregating to not exceeding Rs. 19,20,90,000/- on a Private Placement basis to Proposed Promoters for consideration other than cash (i.e. swap of shares towards part payment of the total consideration payable to the shareholders of Gabrielle Infra Speciality Private Limited)

As on March 31, 2026, the Issued and Subscribed Capital of the Company is Rs. 83,12,18,000/- (Rupees Eighty- Three Crore Twelve Lakh Eighteen Thousand Only) divided into 6,39,12,800 (Six Crore Thirty- Nine Lakh Twelve Thousand Eight Hundred Only) Equity shares of Rs. 10/- (Rupees Ten Only) each and 1,92,09,000 (One Crore Ninety- Two Lakh Nine Thousand) Preference shares of Rs. 10/- (Rupees Ten Only) each and the Paid- up capital of the Company is Rs. 82,72,55,000/- (Rupees Eighty- Two Crore Seventy- Two Lakh Fifty- Five Thousand Only) divided into 6,35,16,500 (Sixty Crores Thirty- Five Lakhs Sixteen Thousand and Five Hundred) Equity shares of Rs. 10/- (Rupees Ten Only) each and 1,92,09,000 (One Crore Ninety- Two Lakh Nine Thousand) Preference shares of Rs. 10/- (Rupees Ten Only) each.

6. DIVIDEND:

Since, the Company did not make any operational profit during the financial year, the Directors of your Company do not recommend any dividend for the financial year under review.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2026.

8. DEPOSITS:

The Company has not accepted any deposits from the public/ members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2026.

9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

Approval of Regional Director for Change in the Registered Office: The Company has received Approval from Regional Director Western Region II, for Change in Registered office of the Company from Jurisdiction of the Registrar of Companies, Pune to the jurisdiction of the Registrar of Companies, Mumbai - I Alteration of the Main Object of Memorandum of Association of the Company: With the Approval of Members through Postal Ballot dated April 17, 2026; the Company has altered its Memorandum of Association to expand the scope of its business activities into construction and infrastructure sector, in line with the business activities of its Wholly- owned Subsidiary.

There were several material changes during the year that affected the financial position of the Company:

Change in Promoter Control of the Company: The Erstwhile promoters of the Company had entered into Share Purchase Agreement (SPA) dated August 27, 2025 with Mr. Tarak Bipinchandra Gor and Mr. Jayesh Sheshmal Rawal (collectively referred to as the Acquirers) to sale 13,68,250 Equity Shares of the Company constituting 52.29% of then capital.

Increase in Authorised Capital: The Company has increased its authorised Capital and made consequential amendment to Memorandum of Association of the Company

Preferential Allotment for Consideration other than Cash: The company has allotted 4,50,000,000 (Four Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) at an issue price of Rs. 10/- (Rupees Ten) per Equity Share (at par) on a preferential basis for consideration other than cash, through Swap of Shares, as a part payment of the total consideration payable to the shareholders of Gabrielle Infra Speciality Private Limited (GISPL) for acquisition of their entire issued and paid- up share capital of the GSIPL which represent 5,10,000 Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each on a preferential basis

Allotment of 0.5% Non- Convertible Compulsorily Redeemable Preference Shares (NCCRPS) on Private Placement Basis: The Company has made Allotment of 1,92,09,000 0.5% Non- Convertible Compulsorily Redeemable Preference Shares (NCCRPS) of face value of Rs. 10/- (Rupees Ten only) each at a price of Rs. 10/- (Rupees Ten Only) per NCCRPS (at par) on a Private Placement basis aggregating upto Rs. 19,20,90,000/- for consideration other than cash, through Swap of Shares, as a part payment of the total consideration payable to the shareholders of Gabrielle Infra Speciality Private Limited (GISPL)

Preferential Allotment for Cash Consideration: The Company has made Allotment of 1,59,00,000 Equity Shares having face value of Rs.10/- (Rupees Ten Each) for cash at an issue price of Rs. 10/-

10. SUBSIDIARIES:

As on March 31, 2026, the Company has 1 (One) wholly- owned subsidiary. The Company does not have any joint venture/ associate company(ies) within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of each of the subsidiaries are given in Form AOC- 1 as Annexure- I to this Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements together with relevant documents has been placed on the website of the Company https://www.filtronindia.com/ . Further, as per the fourth proviso of the said section, the audited annual accounts of each of the subsidiary companies have been placed on the website of the Company, https://www.filtronindia.com/investor.htm

The Company has a policy for determining material subsidiaries and the same is available on the Companys website at https://www.filtronindia.com/investor.htm

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, following are the changes in Directors and Key Managerial Personnel of the Company.

Cessation of Ms. Nivedita Sen (DIN: 077960443) as a Non- Executive Independent Director of the Company. Ms. Nivedita Sen (DIN: 077960443) has tendered her Resignation w.e.f. July 16, 2025 as a result, she ceased to be a Non- Executive Independent Director of the Company. Cessation of Mr. Sadanand Ganpati Hegde (DIN: 00195106) Whole- time Director and Mr. Gajanan Hegde (DIN: 00195154) Non- Executive Director of the Company Pursuant to Acquisition of the Company and in terms of Regulation 31A(2)(b) of SEBI LODR Regulations, 2015, Mr. Sadanand Ganpati Hegde (DIN: 00195106) Whole- time Director and Mr. Gajanan Hegde (DIN: 00195154) Non- Executive Director of the Company tendered their resignation and cease to be the Director of the Company w.e.f. January 19, 2026 Appointment of Ms. Saloni Sonkar (DIN: 11238725) as Non- Executive Independent Director of the Company Ms. Saloni Sonkar (DIN: 11238725) has been appointed as a Non- Executive Independent Director of the Company for the first term of five (5) consecutive years w.e.f. August 12, 2025, not liable to retire by rotation which was duly approved by the shareholders in 43rd Annual General Meeting held on 30th September, 2025. Appointment of Mr. Tarak Bipinchandra Gor (DIN: 01550237) as a Managing Director, Mr. Jayesh Sheshmal Rawal (DIN: 00464313) as a Managing Director and Mr. Ankit Jayesh Rawal (DIN: 09548261) as Non- Executive Director of the Company Pursuant to Acquisition of the Company, the erstwhile Promoters cease to hold the Position of Director in the Company and consequently to fill the vacancy, the directors were duly appointed by the Board in its meeting held on January 19, 2026, subsequently approved by the Shareholders through Postal ballot dated April 17, 2026.

Mr. Tarak Bipinchandra Gor (DIN: 01550237) was appointed as a Managing Director for a period of 3 (Three) years w.e.f. January 19, 2026 to January 18, 2029 (both days inclusive). Mr. Jayesh Sheshmal Rawal (DIN: 00464313) was appointed as a Managing Director for a period of 3 (Three) years w.e.f. January 19, 2026 to January 18, 2029 (both days inclusive). Mr. Ankit Jayesh Rawal (DIN: 09548261), was appointed as Non-Executive Director of the Company w.e.f. January 19, 2026, who shall be liable to retire by rotation.

Director liable to Retirement by Rotation

Mr. Ankit Jayesh Rawal (DIN: 09548261), Director of the Company, being eligible, has offered himself for re- appointment, which has been recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company.

Particulars in pursuance of Regulation 36 of the SEBI LORD Regulations read with Secretarial Standard - 2 on General Meetings relating to Mr. Ankit Jayesh Rawal is given in the Notice of 44th Annual General Meeting.

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

a. Mr. Ramesh Hosmane, Chief Financial Officer of the Company tendered his resignation and cease to be the CFO of the company w.e.f. closing of business hours of May 30, 2026. b. Mr. Tarak Bipinchandra Gor, Managing Director of the Company has been appointed as the Chief Financial Officer of the Company w.e.f. May 31, 2026

12. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

13. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarization program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarization Program conducted are available on the Companys website https://www.filtronindia.com/investor.htm

14. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

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

The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths, and highlight areas for further development.

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

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

Further, the Independent Directors were met separately, without the presence of Non- Independent Directors and the Members of Management and discussed, inter- alia, the performance of Non- Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors. The Directors expressed their satisfaction with the evaluation process.

15. BOARD MEETINGS:

The Board met Eight (8) times during the financial year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of the Annual Report and is attached as an Annexure- VI to this Boards Report.

16. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Three (3) Committees as on March 31, 2026:

Audit Committee; Nomination and Remuneration Committee; Stakeholders Relationship Committee.

A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board Committees, number of committee meetings held, and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year under review, there were no recommendations made by the Audit Committee which were not accepted by the Board of Directors

17. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been placed on the website of the Company at https://www.filtronindia.com/policies-under-companies.htm

18. MANAGEMENT DISCUSSION AND ANALYSIS:

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

19. ANNUAL RETURN:

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

20. CORPORATE GOVERNANCE:

During the year under review, the provisions relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations, Listing Regulations) became applicable to the Company w.e.f. December 17, 2025. As per the Regulation 15 of SEBI LODR Regulations, the company to whom provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub- regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date. Hence, the Company has accordingly taken necessary steps to ensure compliance with the applicable provisions relating to Corporate Governance within the prescribed time period. The Company is committed to maintaining high standards of corporate governance, transparency, accountability and ethical business practices and endeavours to protect and enhance long- term value for all its stakeholders.

The Report on Corporate Governance, prepared in accordance with the applicable provisions of the Listing Regulations, forms part of this Annual Report and is annexed herewith as Annexure- Vf

A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

21. CORPORATE SOCIAL RESPONSIBILITY:

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

22. AUDIT REPORTS AND AUDITORS:

Statutory Auditors

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

The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018.

The auditors have confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2026, on the standalone and consolidated financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors Report, which calls for any further comments or explanations.

Secretarial Auditors

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Pooja Gala & Associates, Practicing Company Secretaries, were appointed at the 43rd Annual General Meeting of the Company to conduct the Secretarial Audit of the Company for a period of 5 (Five) years, from FY 2025- 26 to FY 2029- 30.

The Secretarial Audit Report in Form MR- 3 for the financial year ended March 31, 2026, is annexed herewith as Annexure - IV to this Boards Report. Further, the Board has duly reviewed the Secretarial Audit Report. The observations and comments, if any, are self- explanatory and do not call for any further explanation under Section 134(3)(f) of the Companies Act, 2013 except for the following:

Remarks	Management Comment
The Company has missed to submit the Limited Review Report for the Quarter ended December 31, 2025 alongwith the Financial Results. However, Company has rectified its mistake by re-submitting the full set of financial results along with Limited Review Report thereon for the quarter ended December 31, 2025	The Company has duly submitted the financial results for the quarter ended December 31, 2025 with the prescribed time. However, while submitting the same to the Exchange, erroneously the Limited Review Report was not submitted and hence the penalty was levied. The Company has re-submitted the financials with Limited Review Report on February 17, 2026.

Further, Gabrielle Infra Speciality Private Limited, material subsidiary of the Company had carried out the Secretarial Audit for the Financial Year 2025- 26 pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Gabrielle Infra Speciality Private Limited submitted by Sanil Dhayalkar & Co, Practising Company Secretaries, is attached as Annexure - V to this Report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s), or re- enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on May 29, 2025 have re- appointed M/s. Vaishnavi Badwe & Associates, Chartered Accountant, as Internal Auditors of the Company for the Financial Year 2025- 2026, to conduct Internal Audit of the Company.

23. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records.

24. RELATED PARTY TRANSACTIONS

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

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

25. LOANS AND INVESTMENTS:

Loans, Guarantees, and Investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, are set out in Notes to the Standalone Financial Statements of the Company.

26. RISK MANAGEMENT:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing, and monitoring the risk management plans for the Company.

The Audit Committee of the Company has periodically reviewed the various risks associated with the business of the Company. Such review includes risk identification, evaluation, and mitigation of the risk.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

28. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place an adequate Internal Financial Control System, commensurate with its size and requirements. During the year under review, such controls were tested and no reportable material weakness in their design or operation was observed.

The Internal Financial Controls are reviewed periodically by the Management and Audit Committee to ensure their adequacy, effectiveness and compliance with the applicable accounting standards, policies and statutory requirements. Based on the assessment carried out during the year, the Board is of the opinion that the Company has adequate and effective Internal Financial Controls with reference to the Financial Statements.

29. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/employee has been denied access to the Chairman and Audit Committee and that no

30. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

The Company strongly believes in providing a safe and harassment- free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

31. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

During the year under review, the Company has complied with all the applicable provisions of the Maternity Benefit Act, 1961, and Rules made thereunder. The Company also ensures that no discrimination is made on recruitment or service conditions on the grounds of maternity.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company is committed to building a capable and motivated workforce as it progresses towards commencing and expanding its business operations. The Company aims to foster a collaborative and transparent work environment that encourages professional development, merit, and sustained performance, while providing employees with opportunities to grow alongside the organization

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

In terms of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration above limits set out in said rules forms part of this Boards Report in Annexure if any.

33. DIRECTORS RESPONSIBILITY STATEMENT:

According to the requirements under Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013 concerning the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; ii. the Directors have 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 the financial year from April 1, 2025, to March 31, 2026.

the Directors have taken proper and sufficient care 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;

the Directors have prepared the annual accounts on a going concern basis;

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

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

34. NON-DISQUALIFICATION CERTIFICATE FROM PRACTICING COMPANY SECRETARY:

A certificate as required under Regulation 34(3) and Schedule V Para C, clause (10)(i) of the SEBI Listing Regulations, a certificate to that effect received by M/s. Pooja Gala & Associates, Practicing Company Secretaries as Annexure - VII, as on March 31, 2026, is annexed to this report.

35. OTHER GENERAL DISCLOSURES:

i. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards, i.e. SS- 1 and SS- 2, relating to Meetings of the Board of Directors and General Meetings, respectively.

ii. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS / REGULATORS / TRIBUNALS

During the year, there are no significant and material orders passed by the regulators or courts or tribunals that impact the going concern status and the Companys operations in the future.

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

Further, during the year under review, there was no one- time settlement with any bank or financial institution involving the Company. Accordingly, disclosure of the difference between the valuation at the time of one- time settlement and the valuation while taking loans from banks or financial institutions is not applicable

iii. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, the Companys bankers, regulatory, business associates, and governmental authorities for their cooperation, assistance, and support. Further, they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

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

Sd/- Jayesh Sheshmal Rawal Managing Director DIN:00464313

Sd/- Tarak Bipinchandra Gor Managing Director and CFO DIN:01550237

Place:Pune Date:08/09/2026