Fluidomat Ltd Directors Report

&

MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members of,

Fluidomat Limited

Indore (M.P.)

Your directors have pleasure in presenting 49th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31st 2025.

FINANCIAL RESULTS:

Financial performance of the Company is summarized in the table below: -

Particulars	Year ended on
	31.03.2025	31.03.2024
Revenue from Operations	7218.29	5549.18
Other Income	345.94	345.18
Total Income	7564.23	5894.36
Total Expenditure except Interest and Depreciation	4490.01	4061.90
Profit before Interest, Depreciation & Tax (EBIDTA)	3074.22	1832.46
Less: Interest	0.00	0.09
Less: Depreciation	93.70	75.27
Profit before Tax	2980.52	1757.10
Less:
(a) Current Tax	758.09	452.15
(b) tax adjustment related to previous year.	(4.44)	0.94
c Deferred Tax	4.52	(1.23)
Net Profit for the year	2222.35	1305.24
Other Comprehensive Income/(Loss)	2.28	85.46
Total Comprehensive Income for the year	2224.63	1390.70
Reserves & Surplus	7552.24	5598.59
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	45.15	28.23
Paid up Equity Share Capital	492.70	492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

2024-25 has been another remarkable year for Fluidomat. The Company delivered its best-ever performance in 2024-25 during this financial year the Company has generated total revenue of Rs.7564.23 lakhs as compared to Rs. 5894.36 lakhs in the previous financial year 2023-24 registering an increase in total revenue of 28.33% whereas as on March 31, 2025, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs.3074.22 lakhs as compared to Rs. 1832.46 lakhs in the corresponding previous financial year and the Net Profit for the financial year 2024-25 has increased to Rs. 2222.35 lakhs as compared to Rs. 1305.24 lakhs during the previous financial year. The Earning per share (EPS) for the year increased to Rs. 45.15 as compared to EPS of Rs. 28.23 in the previous financial year.

The company has booked the orders of Rs.5815.76 lakhs during the financial year 2024-25 as compared to the order booking of Rs.6003.22 lakhs in the previous financial year, which is lower by 3.12%.

DIVIDEND:

Your Board is pleased to recommend a dividend of Rs.7.50 (75%) (Subject to TDS) on Equity Share of Rs.10/- each for the year ended March 31, 2025. (Previous year Rs.5.50 (55%) per Equity Share of Rs.10/- each). The above dividend would be subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs. 369.52 Lakhs (P.Y. Rs.270.99 Lakhs).

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs (Previous year Rs. 100.00 Lakhs) to the General Reserves. Except this, the company has not transferred any funds to any kind of Reserves during the year (Previous Year: Nil)

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as of 31st March, 2025 was Rs.492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs.10/- each. There is no change in the share Capital of the Company during the year. Your company does not hold any instruments convertible into the equity shares. The equity shares of the Company are listed and frequently traded at the BSE Ltd.

CHANGE IN CONTROL AND NATURE OF BUSINESS:

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER:

There is no transfer of business during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnels as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnels during the year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The Board is of the opinion that Shri Ashok Kumar Patni (DIN 10251353), Shri Samyak Modi (DIN 07359320) and Shri Sharad Panot (DIN 10262641) carry integrity, expertise and experience as well as they are registered themselves on independent directors portal maintained by IICA.

Directors liable to retire by rotation and seeking re-appointment:

Mrs. Radhica Sharma (DIN- 06811597) Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment. Your directors recommend passing necessary resolution as proposed in Item No. 3 of the Notice of the 49th Annual General Meeting. Your Board recommends to pass necessary resolutions.

Executive Director seeking re-appointment:

The tenure of Shri Kunal Jain (DIN: 01475424) Whole-time Director and designated as the Executive Director will be completed on 30th April, 2026 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee propose to re-appointment him for a further period of Three (3) years w.e.f. 1st May, 2026. Your Board recommends passing a special resolution as per requirements of the Companies Act, 2013 read with Reg. 17(6)(e) of SEBI (LODR) Regulation, 2015 as set out in Item No. 6 of the Notice of the 49th Annual General Meeting.

BOARD MEETINGS AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings did not exceed 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as per details of the meetings given in the Corporate Governance Report which forms part of this report.

B. Policy on Directors appointment and remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link: https://www.fluidomat.com/InvestorRelation.html. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for Performance Evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Nomination & Remuneration Committee and the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The formal evaluation of the performance of individual directors was made by independent directors in their meeting and report on performance evaluation was placed before the Board of Directors for consideration.

The report on performance evaluation of the individual directors was reviewed by the Chairman of the Board

& Nomination & Remuneration Committee and feedback was given to Directors.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Four (4) committees as on 31.03.2025:

1. Audit Committee
2. b) Nomination and Remuneration Committee
3. c) Stakeholders Relationship Committee
4. d) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3)c of the Companies Act, 2013, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects;

a) In the preparation of the Annual Financial Statements for the year ended March 31, 2025, 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;

b) Appropriate Accounting Policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to gives true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS AND THEIR REPORT:

A. Statutory Auditors and their Report:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s J.P. Saraf & Co. LLP (Erstwhile J. P. Saraf & Co.), Chartered Accountants (F. R. No. 006430C/C400368), was appointed as the statutory auditors of the Company to hold office for the first term of 5 years commencing from conclusion of the 46th Annual General Meeting upto the conclusion of the 51st Annual General Meeting of the Company to be held in the calendar year 2027.

The Auditors Report and the Notes on financial statement for the year 2024-25 referred to in the Auditors Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended from time to time, the provisions regarding Cost Audit are not applicable to the Company during the year 2024-25. However, as per the requirement of the Cost Audit Rules, the company has maintained the Cost Records during the F.Y. 2024-25.

C. Secretarial Auditors:

i. Secretarial Audit for the financial year 2024-25

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has Re-appointed M/s D. K. Jain & Co., Company Secretaries (F.R.No. S2003MP064600) FCS 3565 and CP 2382 to undertake the Secretarial Audit of the Company for the year 2024-25. The Report of the Secretarial Audit for the year 2024-25 in Form MR-3 is annexed herewith as "Annexure-1". The Secretarial Auditors Report for the year 2024-25 referred to in their Secretarial Auditors Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

ii. Appointment of Secretarial Auditors for the period of 5 (five) consecutive financial years:

Pursuant to SEBI (LODR) Amendment Regulation, 2024 and Section 204 of the Companies Act, 2013 Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed M/s D. K. Jain & Co., Company Secretaries (F.R. No. S2003MP064600) FCS 3565 and CP 2382 as the Secretarial Auditors of your Company subject to approval of members in ensuing 49th Annual General Meeting for the period of five consecutive financial years starting from 1st April, 2025 to 31st march, 2030 at such remuneration as provided in the notice of AGM.

Written consent was received and proposed Auditors has confirmed that the appointment is in accordance with the applicable regulations/provisions of the SEBI (LODR) Regulation, 2015, Companies Act, 2013 and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of 5 (five) consecutive financial years i.e. from 1st April, 2025 to 31st march, 2030.

D. Disclosure of frauds against the Company:

The auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2024-25. Further that, there were no instances of fraud, other than those which are reportable to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered any material contracts or arrangements with the related parties during the year 2024-25 and all the contracts or arrangements that were entered with the related parties are in ordinary course of business and on arms length basis, which were approved by the Audit Committee and the Board from time to time.

Therefore, there are no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 is not applicable. However, the related party transactions as covered under Indian Accounting Standards (IND AS

24) have been disclosed in the Note No. 45 of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There was no significant material orders passed by the Regulators/Courts of law which would have impact on the going concern status of the Company and its future operations.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company does not have any Subsidiary/Associate/Joint venture for the financial year 2024-25. Therefore, Company does not require to prepare consolidated financial statements pursuant to section 136 of the Companies Act, 2013.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

There is no Subsidiary, associate company or/and joint venture within the meaning of the Companies Act, 2013 during the financial year 2024-25.

PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public, falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2025.

Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter

V of the Companies Act, 2013 and the Rules made there under.

Particulars	Amt in Rs.
1 Details of Deposits accepted during the year	Nil
2 Deposits remaining unpaid or unclaimed at the end of the year	Nil
3 Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year	N.A.
4 Deposits not in compliance with law	N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act,

2013 and the rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

The Board of Directors has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Companys policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Companys internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company during the Financial Year to which these financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans and/or guarantees pursuant to section 186 of the Companies Act, 2013. However, The Company has made investments in Mutual funds has also given advance against salary or otherwise to the employees of the Company as per the Companys policy. Details of the existing investment are provided in the Financial Statement and hence, not reproduced here.

WEB ADDRESS FOR PLACING ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in Form MGT-7 for the year ended 31st March, 2025 is hosted on link https://www.fluidomat.com/InvestorRelation.html which shall be filed with the Registrar of Companies after Annual General Meeting to be held on 26th September, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the profit of Fluidomat during immediately preceding three financial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2024-25 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Fluidomat has undertaken activities in the areas of Education, Health, Sanitation and animal welfare as covered in the Schedule VII of the Companies Act, 2013.

The Company was required to spend Rs. 25.13 lakhs based of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2024-25. During the year under review, the Company has spent Rs. 19.95 lakhs and the unspent amount Rs. 5.20 lakhs have been transferred to Fund specified in Schedule VII of the Companies Act, 2013 within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in "Annexure -2" attached to this Report. The CSR Policy may be accessed on the Companys website at the link https://www.fluidomat.com/InvestorRelation.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the

CSR activities.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at info@fluidomat.com.

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Non-disqualification of Director form part of Corporate Governance Report.

ENERGY CONSERVATION, 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-3".

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed ‘Anti Sexual Harassment Policy at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The details relating to the number of complaints received and disposed of during the financial year 2024-25 are as under:

Category	No. of complaints pending at the beginning of - F.Y. 2024-25	No. of complaints led during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25	No. of complaints pending over 90 days
Sexual Harassment	Nil	Nil	Nil	Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company always protect the employment of women and ensure their well-being during and after childbirth. During the period under review, there was no case of maternity benefit.

The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity benefits, including maternity leave, benefits during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

RISK MANAGEMENT:

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis. The company is not required to have any risk management committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI

(LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Companys website at the link: (https://www.fluidomat.com/InvestorRelation.html) and the same is being attached with this Report as "Annexure-4".

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:

A. Ratio of the remuneration of each director to the median employees remuneration and the

percentage increase in remuneration of each Director & Key Managerial Personnel:

Name	Designation	Remuneration for the year 2024-25 (Rs.)	Remuneration for the year 2023-24 (Rs.)	Increase In Remuneration (Rs.)	Percentage of Increase I in Remuner- ation	Ratio Between Directors Remuneration and Median Employee Remuneration
1 Shri Ashok Jain	MD	91,10,304	83,68,835	7,41,469	8.86%	28.40
2 Shri Kunal Jain	WTD	78,15,600	71,30,300	6,85,300	9.61%	24.36
3 Radhica Sharma	WTD	80,16,000	66,75,088	13,40,912	20.09%	24.99
4 CA Ashok Kumar Patni	Independent Director	Nil	Nil	-	-	-
5 Shri Sharad Panot	Independent Director	Nil	Nil	-	-	-
6 Shri Samyak Modi	Independent Director	Nil	Nil	-	-	-
7 Mrs. Monica Jain	CFO	17,60,306	16,85,132	75,174	4.46%	5.49
8 CS Devendra Kumar Sahu	CS	14,00,444	9,83,074	4,17,370	42.46%	4.37

Independent Directors were paid sitting fees for attending the Meetings of the Board.

B. The percentage increase in the Median remuneration of employees in the financial year: 5%.

C. The number of permanent employees on the Roll of the Company as on 31st March, 2025: 200.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Based on the Remuneration Policy of the Company, average salary of the employees increased at the rate of 7% to 10% and average managerial remuneration increased at the rate of 12.85%. This is based on the Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

E. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

F. Name of the Top 10 employees in terms of remuneration drawn in the financial year 2024-25:

A statement of Top 10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed with the report as "Annexure-5".

G. Details of employees who received remuneration in excess of Rs. 102 lakh p.a. or Rs. 8.5 Lakhs p.m.:

i. During the year, none of the employees received remuneration in excess of Rs.102.00 Lakhs or more per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, no such disclosure is required.

ii. During the year, none of the employees received remuneration in excess of that drawn by the Managing Director or Whole-time director and none of the employees hold two percent of the equity shares of the Company.

TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2017-18 is required to be transferred to IEPF on the due date as specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more also need to be transferred to the Demat account of the IEPF Authority.

The company has transferred the unclaimed and unpaid dividends of Rs. 4,23,140.00 has also transferred 5872 equity shares of Rs. 10/- each to the IEPF Authority for the dividend declared by the company in the year 2016-17.

The details related to the dividend remains unpaid-unclaimed from the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing e-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM, and no physical meeting will be held, and your company has made necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is provided with the notice of the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. Economic Scenario and Outlook:

Despite the geopolitical turbulences, wars and conflicts the Indian economy continues to grow and is strong at commendable GDP growth rate of 6 to 7%.

Huge investment by Government of India in infrastructure including high investment in coal based Thermal Power Plants, expansion in mining sector and sea port trust are growth engines to boost Indian economy and provide great support to Indian Engineering Industry. Government announcement of 25 new thermal power plants and 15 coal mining projects bring great sales opportunity to your company. Out of these projects your company has booked orders for 7 number projects for which tenders were issued so far.

Your company has penetrated successfully in Oil and petroleum refinery sector and it will bring new opportunities in future.

Your company continues its pursuit to modernize its production and design capabilities and will continue to invest for the purpose.

The company witnessed improved performance as our revenue grew by 28% over the previous financial year. Our disciplined approach to cost efficiency ensured sustained profitability. EBITDA margin for the financial year stood at 40.64% while profit before tax was reported at 39.40%, reflecting operational resilience. The companys wide product range, technological capabilities, focus on innovation, operational excellence deepening our customer relationship. Company continues with activity of development of new types of couplings and R&D for deeper penetration in the market.

Company continue to enjoy accreditation of ISO:9001-2015, ISO:14001-2015 & ISO: 45001-2018.

B. Industry structure and developments:

Your Company deals only in the one segment i.e., manufacturing and sale of the hi-tech products "Fluid Couplings" which are mainly used in various sector of industries including Thermal Power Plants, Steel, Metal, Cement, Paper, Chemical, Fertilizers, Coal and Ore-mining and Port handling facilities, etc. New projects in these sectors have made an important contribution towards growth and profitability of the Company.

C. Quality Management System:

The company continued to be certified under ISO: 9001:2015 by British Standard Institution BSI

Management system for the Companys quality system. The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Companys policies and practices, governmental regulations, and statutes. Internal Audit is conducted by an independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company caters to the needs of almost all sectors of Industries, therefore it has a good business cushion against recession in one or other sectors as the other sector may improve concurrently.

The Indian Government focuses on infrastructure growth will offer more opportunities to capital goods sector. We witnessed broad-based cost pressures and continue to manage the same.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally, no major risks are foreseen.

F. Human Resources:

We are committed to provide our employees with a work environment that is based on fairness, openness and mutual respect. Our on-groundwork force and our employees together are the key to the success of our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the industry.

G. Health, Safety and Environment measures:

The company is committed to meet the highest international standards of health, safety and environmental performance. It continues to accord highest priority to conduct safe operations while being responsible towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. As a part of our drive to standardize our health, safety & environment measures, company has certified under Occupational Health & Safety Management System (45001:2018) for manufacture of Fluid Couplings, Flexible Couplings and Environment Management System (ISO 14001: 2015) by BSI.

Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

The company has only one segment i.e., manufacturing of fluid couplings and the financial performance of the product is being incorporated in the Directors Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from explicit or implicit expectations.

J. Risk and Concern

Already disclosed under the relevant heading of the Board Report.

K. Details of Significant Changes in Key Financial Ratios:

Details of Key Financial Ratios were provided under the "Standalone financial statement" in note number 46.13 under additional regulatory information. Hence not reproduced in the Board Report.

Return on Net worth is as follows: -

Key Ratio	2024 - 25	2023 - 24	Variation in %	Comments
Return on Net worth (Any Change)	31.44%	23.70%	32.65%	Increase in net profit with improved business Scenario

L. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as notified. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

INDUSTRIAL RELATIONS:

The companys Industrial relations continued to be healthy, cordial, and harmonious during the period under review.

CASE FILED BY THE COMPANY UNDER IBC, 2016:

The company had filed an application in the capacity of Operational Creditor, under section 9 of Insolvency and Bankruptcy Code, 2016 against BGR Energy Systems Limited on 29.06.2022. Both parties have entered a full and final settlement agreed dated 08.10.2024. After execution of the aforesaid agreement Company has filed the withdrawal Memo before the NCLT for withdrawal of case, being settled and the Honble NCLT Bench, Amaravathi has taken on record the withdrawal memo and Companys Petition (IB) No. 80/9/AMR of 2022 and the same is disposed of.

No insolvency application is filed under section 7, 9 or 10 by or against the Company.

GENERAL:

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.

f. Your Company has not declared and approved any Corporate Action viz buy-back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;

g. There were no revisions in the Financial Statement and Boards Report.

h. Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the continued support extended during the year by the companys customers, business associates, suppliers, bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support. Your directors would also like to thank all their shareholders for their continued faith in the company and expect the same in future.

	FOR AND BEHALF OF THE BOARD
	(ASHOK JAIN)
Place: Indore (M.P.)	CHAIRMAN & MANAGING DIRECTOR
Date:13th August, 2025	DIN: 00007813