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

1. Highlights of financial performance:

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

2. State of affairs of the company / review of operations.

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

• There has been no change in the nature of business of your Com¬
pany during the Financial Year 2025-26.

3. Capital expenditure

During the year the company incurred the capital expenditure of Rs.
971.52 Lakhs on fixed assets.

4. Familiarisation programme for directors:

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

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

5. Dividend:

• The Board of Directors, at its meeting held on June 05. 2025. recom¬
mended a final dividend of 5% (' 0.50 per equity share), which was
approved by the shareholders at the Annual General Meeting held on
July 07. 2025. The dividend was paid on or before August 05. 2025.

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

6. Share capital and reserves:

a) Share capital:

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

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

b) Transfer to Reserves:

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

7. Cash flow statements

As required under regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations. 2015 (the “Listing Reg¬
ulations") Regulations. 2015. a Cash Flow Statement forms part of
Annual Report.

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

The Ministry of Corporate Affairs under Sections 124 and 125 of
the Companies Act. 2013 requires dividends that are not encashed/
claimed by the shareholders for a period of seven consecutive years,
to be transferred to the Investor Education and Protection Fund
(IEPF). In FY 2025-26. there was no amount due for transfer to IEPF.

9. Subsidiary/joint venture/ associate company

The Company does not have any Subsidiary. Joint venture or an As¬
sociate Company.

10. Deposits:

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

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

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

12. Material changes and commitments after the reporting period

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

13. Significant and material orders.

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

14. Corporate governance

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

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

15. Extract of annual return:

The Annual Return of the Company as on 31⁵' March. 2026 is availa¬
ble on the website of the Company at https:/jfcffdefensys.com/inves-
tors/.

16. Scheme of Amalgamation / Arrangement

During the Financial Year 2025-26, your Company has not proposed
or considered or approved any Scheme of Merger/Amalgamation
/ Takeover / Demerger or Arrangement with its Members and/or Cred¬
itors.

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

In the opinion of the Board of Directors of your Company, adequate
internal financial controls are available, operative and adequate, with
reference to the preparation and finalization of the Financial State¬
ment for the Financial Year 2025-26.

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

During the Financial Year 2025-26. there was no application made
and proceeding initiated / pending by any Financial and/or Operation¬
al Creditors against your Company under the Insolvency and Bank¬
ruptcy Code. 2016.

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

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

During the Financial Year 2025-26. the Company has not made any
settlement with its bankers for any loan(s) / facility (ies) availed or/
and still in existence.

20. Particulars Of Loans, Guarantees and Investments Under Section
186 of the Companies Act, 2013:

The Company has not given any loans, guarantees or made any
investments under section 186 of the Companies Act. 2013

21. Board matters:

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

Your Board of Directors hereby confirms that:

i) In the preparation of the annual accounts of the Company for
the year ended March 31. 2026. the applicable accounting
standards had been followed along with proper explanation
relating to material departures, if any;

ii) the accounting policies selected were applied consistently
and the judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs
of the company as at March 31.2026 and of the profit of the
company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the pro¬
visions of the Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities:

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

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

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

B. Declaration of independent directors

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

C. Board meetings

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

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

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

D. Criteria for performance evaluation

> Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are de¬
termined by the Nomination and Remuneration committee. Factors of
evaluation include participation and contribution by a director, com¬
mitment. effective deployment of knowledge and expertise, integrity
and maintenance of confidentiality and independence of behaviour
and judgment.

> Executive Directors

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

E. Meeting of Independent Directors

A separate meeting of Independent Directors of the Company was
held on 03^rd March. 2026. At the meeting, the Independent Director
of the company reviewed the performance of the Non-Independent
Directors and the Board as a whole; reviewed the performance of the
Chairman of the Company, taking into account the views of the Exec¬
utive and Non-executive Directors and assessed the quality, quantity
and timeliness of flow of information between the Company Man¬
agement and the Board that is necessary for the Board to effectively
and reasonably perform its duties.

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

F. Directors

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

G. Retirement by Rotation

Mr. Gautam Makker, (DIN; 00354956) Chairman and Non-Execu¬
tive Director retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers himself for reappointment and the
resolution under item No.2 seeking approval of the Members for his
re-appointment has been incorporated in the Notice convening the
14th Annual General Meeting of the Company along with brief details
about his.

H. Changes in Key Managerial Personnel

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

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

» Sunil Menon. Managing Director.

» Hitesh Birla. Chief Financial Officer and
» Sonika Mehta. Company Secretary and Compliance Officer.

I. Disclosures by Directors:

The Board of Directors has submitted notice of interest in Form MBP
1 under Section 184(1) as well as intimation by directors in Form DIR

8 under Section 164(2) and declarations as to compliance with the
Code of Conduct of the Company.

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

J. Committees of the board:

a. Audit Committee:

The Audit Committee, as per Section 177 of Companies Act. 2013,
our board has constituted the Audit Committee vide Board Resolution
dated November 04. 2022 in accordance with the Section 177 of the
Companies Act. 2013. The audit committee comprises of.

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

Financial Reporting and Related Processes:

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

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

• Review the Management Discussion & Analysis of financial and oper¬
ational performance.

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

• Review the investments made by the Company.

• Reviewing the Internal Audit Report

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

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

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

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

• Reviewing and discussing the Annual No-Agent Declaration.

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

b. Nomination and Remuneration Committee:

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

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

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

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

The Company has formulated a Remuneration Policy which is an¬
nexed to the Board’s Report in "Annexure Vll”.

c. Stakeholders Relationship Committee:

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

The terms of reference of the Committee are:

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

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

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

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

• to grant Employee Stock Options pursuant to approved Employ¬
ees Stock Option Scheme(s). if any. and to allot shares pursuant to
options exercised;

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

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

• to authorize the Company Secretary and Head Compliance / other
Officers of the Share Department to attend to matters relating

to non-receipt of annual reports, notices, non-receipt of declared
dividend / interest, change of address for correspondence etc. and
to monitor action taken;

• monitoring expeditious redressal of investors / stakeholder's grievances;

• all other matters incidental or related to shares, debenture

During the year, no complaints were received from shareholders/

stakeholders. There were no share transfers pending as on March 31.

2026.

d. The Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee, as per Section 135

of Companies Act. 2013. our board has constituted the CSR Commit-

tee vide Board Resolution dated November 04. 2022 in accordance
with the Companies Act. 2013. The Corporate Social Responsibility
Committee comprises of.

The terms of reference of the Committee are:

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

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

» Instituting a transparent monitoring mechanism for imple¬
mentation of the corporate social responsibility projects or
programs or activities undertaken by the Company;

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

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

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

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

23. Auditors:

a) Independent Auditors:

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

b) Cost Auditor:

During the year i.e. 2025-26 under review. Cost audit was applicable
to us. For the year ended March 31. 2026. the company has an over¬
all annual turnover of Rs. 208 Crore (Two hundred and Eight Crore).
which exceeds the criteria laid down under Section 148. i.e., ^100
crore. Therefore, according to the provisions of Section 148 of the
Companies Act 2013. the company will get its Cost Records Audited
for the Financial Year 2025-26.

c) Secretarial auditor:

During the year under review, the Board of Directors, on the recom¬
mendation of the Audit Committee, has appointed M Rupareliya &
Associates, a practicing company secretary, as Secretarial Auditor
to conduct the secretarial audit of the Company for the financial year
2025-26.

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

24. Independent auditors’ report:

The Statutory Auditor's report to the Members on the financial
statement for the year ended March 31. 2026 does not contain any
qualification, reservation, adverse remark or any disclaimer.

25. Reporting of fraud:

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

26. Credit Rating

During the year under review. CRISIL Ratings upgraded the credit rating
of the Company's bank facilities. The long-term rating was upgraded
to CRISIL BBB /Stable and the short-term rating to CRISIL A2 for the
bank facilities of CFF Fluid Control Limited.

27. Management discussion and analysis Report

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

28. Compliance with Secretarial Standards

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

29. Registrar and Share Transfer Agent

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

30. Conservation of energy, technology absorption and foreign ex¬
change 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 Com¬
panies (Accounts) Rules. 2014. is annexed herewith as Annexure - I
to this Report.

31. Particulars of Loans, Investments, and Guarantees:

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

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

All related party transactions entered by the Company during the
financial year 2025-26 with related parties were on arm's length ba¬
sis and in the ordinary course of business. No material related party
transactions / arrangements were entered into during the financial
year by the Company.

The particulars of transactions with related parties referred in section
188(1) of the Companies Act. 2013 entered by the Company during
the financial year ended March 31. 2026 in Form AOC-2 is annexed
herewith as Annexure -II to this Report.

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

33. Risk management policy

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

The Risk Management Policy of the company is available at the link

https://cffdefensys.com/mvestors/.

34. Vigil mechanism policy

Pursuant to the provisions of Section 177 (9) and (10) of the Com¬
panies Act. 2013 a Whistle Blower policy has been established. The
policy is available at the website link https://cffdefensys.com/inves-
tors/.

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

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

The company has spent an amount of Rs. 48.00.000 on CSR activi¬
ties as specified in Schedule VII of the Companies Act. 2013. against
the 2% of average profit for the last three years.

The company has spent an amount of Rs. 43.00.000 to Keshavlal V.
Bodani Education Foundation for use in their efforts towards provid¬
ing greater access and quality in education and rehabilitation servic¬
es to children with disability.

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

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

36. Significant Regulatory or Court Orders:

During the Financial Year 2025-26 and thereafter till the date of this
Report, there were no significant and material orders passed by the
regulators or Courts or Tribunals which can adversely impact the
going concern status of your Company and its operations in future.

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

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

38. Disclosure of internal financial control systems and their adequa¬
cy Rule 8(5)(viii) of the Companies (Accounts) Rules 2014

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

39. Annual Return

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

40. Remuneration of directors and employees and related disclosures
Remuneration is paid to directors and employees in accordance
with the remuneration policy of the company and applicable stat¬
utory provisions.

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

a) The median remuneration of employees of the Company during
the financial year is Rs. 24.568/-

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

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

d) It is hereby affirmed that the remuneration paid during the year
is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section
197(14) of the Companies Act. 2013.

There was no employee in the Company who drew remuneration of Rs.
1.00,00.000/- per annum during the period under review. Hence, the
Company is not required to disclose any information as per Rule 5(2) of
the Companies (Appointment and Remuneration) Rules. 2014.

41. Listing on stock exchanges

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

42. Policies of The Company:

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

43. Human Resources and Industrial relations

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

44. Unsecured loan from directors:

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

45. Prevention of insider trading:

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

46. Depository System:

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

47. Fraud Reporting:

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

48. Compliance with the Maternity Benefit Act, 1961:

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

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

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

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

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

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

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

50. Gender-Wise Composition of Employees:

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

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

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

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

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

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

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

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

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

53. Other disclosures:

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

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

2) There are no proceedings pending under the Insolvency and Bank¬
ruptcy Code. 2016.

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

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

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

54. Cautionary statement:

Statements in the Directors' Report and the Management Discussion
and Analysis Report describing the Company's objectives, projec¬
tions. expectations, estimates or forecasts may be forward-looking
within the meaning of applicable laws and regulations. Actual results
may differ substantially or materially from those expressed or implied
therein due to risks and uncertainties. Important factors that could
influence the Company's operations, inter alia, include global and
domestic demand and supply conditions affecting selling prices of

finished goods, input availability and prices, changes in government
regulations, tax laws, economic, political developments within the
country and other factors such as litigations and industrial relations.

55. Acknowledgement:

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

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

Sd/- Sd/-

Sunil Menon Gautam Makker

Managing Director Non-Executive Director

DIN: 00409485 DIN:00354956

Place: Mumbai
Date: July 14, 2026