To,
e Members,
Fabtech Technologies Cleanrooms Limited
(Formerly known as Fabtech Technologies Cleanrooms Private Limited)
Your Director's have pleasure in presenting their 10th Annual
Report on the business and operations of the company together with the Audited Financial
Statements for the year ended 31st March, 2025 and Auditor's Report thereon.
1. FINANCIAL PERFORMANCE:
e Audited Financial Statements of the Company as on March 31, 2025, are
prepared in accordance with the applicable Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended (the "Listing
Regulations") and the provisions of the Companies Act, 2013 ("Act").
During the year under review, performance of your company is summarized
as below:
(Amounts in Rs. Lakhs)
Particulars |
At Standalone Level |
At Consolidated Level |
|
For the F.Y. 2024-25 |
For the F.Y. 2023-24 |
For the F.Y. 2024-25 |
For the F.Y. 2023-24 |
Total Revenue |
14,004.89 |
8,313.42 |
15,089.96 |
9,799.26 |
Total Expenditure |
12,427.04 |
7,585.22 |
13,501.31 |
9,053.68 |
Profit/(Loss) before Tax |
1,577.85 |
728.20 |
1,588.65 |
745.58 |
Current Tax |
400.00 |
180.00 |
400.00 |
180.00 |
(Short/Excess) Provision for Tax |
(13.08) |
43.47 |
(13.08) |
43.47 |
Deferred Tax |
(13.25) |
(21.41) |
(13.25) |
(21.41) |
Profit/(Loss) after Tax |
1,204.18 |
526.14 |
1329.56 |
556.61 |
Earning per Equity Share (Face Value: Rs. 10/-) |
|
|
|
|
Basic |
12.35 |
6.30 |
13.64 |
6.66 |
Diluted |
12.35 |
6.30 |
13.64 |
6.66 |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
STANDALONE:
Total Income of the Company for the financial year 2024-25 stood at Rs.
14,004.89 Lakhs as against Rs. 8,313.42 Lakhs for the financial year 2023-24, showing an
increase of 68.46%.
EBITDA for the financial year 2024-25 stood at Rs. 1,577.85 Lakhs as
against Rs. 728.20 Lakhs for the financial year 2023-24, showing an increase of 116.68%.
Profit after tax for the financial year 2024-25 stood at Rs. 1,204.18
Lakhs as against Rs. 526.14 Lakhs for the financial year 2023-24, showing an increase of
128.87%.
CONSOLIDATED:
Total Income of the Company for the financial year 2024-25 stood at Rs.
15,089.96 Lakhs as against Rs. 9,799.26 Lakhs for the financial year 2023-24, showing an
increase of 53.99%.
EBITDA for the financial year 2024-25 stood at Rs. 1,588.65 Lakhs as
against Rs. 745.58 Lakhs for the financial year 2023-24, showing an increase of 113.08%.
Profit after tax for the financial year 2024-25 stood at Rs. 1329.56
Lakhs as against Rs. 556.61 Lakhs for the financial year 2023-24, showing an increase of
138.78%.
Your directors are hopeful for the bright future of the Company in the
years to come.
3. AMOUNTS TRANSFERRED TO RESERVES:
No part of the profit for the year was transferred to General Reserves
during the year under review.
4. CHANGE IN NATURE OF BUSINESS:
ere has been no change in business during the year under review.
5. DIVIDEND:
e Board of Directors, at their meeting held on May 5, 2025, declared
the first Interim Dividend of Rs. 2/- per equity share of face value _10/- each, amounting
to a total payout of Rs. 2,46,38,724/- on the paid-up equity share capital of the Company.
Further the Board of Directors do not recommend any Final Dividend on the Equity Shares of
the Company in view of conservation of profits. e Interim Dividend declared and paid to
the shareholders was in accordance with section 123 of the Companies Act, 2013. Further,
the Company has formulated a Dividend Distribution Policy in accordance with Regulation
43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. e
same is available on the website of the Company at https://
fabtechcleanroom.com/policies/.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY THAT OCCURRED DURING THE FINANCIAL YEAR:
e following material changes took effect during the Financial Year
2024-25 however there were no impact on the financial position of the Company:
Conversion from Private Limited Company to Public Limited Company
e Company has converted from Private Limited Company to Public Limited
Company and consequently upon conversion, the name of the Company has been changed from
"Fabtech Technologies Cleanrooms Private Limited" to "Fabtech Technologies
Cleanrooms Limited" and the fresh certificate of incorporation dated July 05, 2024
was issued by the Registrar of Companies.
Alteration of Memorandum and Articles of Association of the Company.
As part of the Company's preparation for its proposed Initial
Public Offering (IPO), the Memorandum and Articles of Association were amended via Special
Resolution passed by the members of the Company in Extra-Ordinary General Meeting of the
Company held on 13th May, 2024. e amendments were carried out to align the Company's
charter documents with the requirements of the Companies Act, 2013 and SEBI (ICDR)
Regulations, and to incorporate provisions necessary for a public listed company,
including changes related to share capital structure, governance norms, and shareholder
rights.
7. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:
e 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 2024-25, there was no amount due for transfer to IEPF.
8. INITIAL PUBLIC OFFER (IPO) AND LISTING AT BSE SME PLATFORM:
During the year 2024-25, the Company made an Initial Public Offer (IPO)
for 32,64,000 Equity shares of Rs. 10/- each at an issue price of Rs. 85/- having an Issue
size of Rs. 2,774.40 Lakhs. With your valuable support and confidence in the Company and
its management, the IPO was oversubscribed and the Equity shares of the Company were
successfully listed on BSE SME Platform on January 10, 2025. is issue was a fixed price
issue.
M/s. Vivro Financial Services Private Ltd. as the Lead Manager(s) and
Maashitla Securities Private Limited as Registrar to the Issue were appointed in the
process of the IPO.
e Issue was for 32,64,000 Equity Shares, out of which 1,64,800 Equity
Shares were reserved for the Market Maker. Hence the Net Issue to the Public was for
30,99,200 Equity Shares.
e Issue was opened for subscription on Friday, January 03, 2025, and
closed on Tuesday, January 07, 2025 in accordance with the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI
(ICDR) Regulations").
e Issue was subscribed to the extent of 743.58 times (excluding Market
Maker reservation portion) as per the bid book of BSE. Axis Bank Limited has acted as the
Sponsor Bank & Public issue Bank for receiving the application money payable by UPI
Investors at the time of bidding along with the Bid cum Application Form.
Other 54 banks as permitted by SEBI have acted as Self-Certified
Syndicate Banks (SCSBs) for collection of Applications under Direct ASBA Process.
During the Financial Year 2024-25, the Company has utilised the IPO
proceeds in accordance with objects of the offer as mentioned below:
(Amount in Lakhs)
Purpose of Fund Utilization |
Proposed Allocation (_ lakhs) |
Amount Utilized (_ lakhs) |
Balance to be utilized |
For meeting long-term working capital requirements |
1400.00 |
595.76 |
804.24 |
Acquisition of equity shares of Kelvin Air Conditioning and
Ventilation |
550.00 |
|
550 |
Systems Private Limited |
|
|
|
General Corporate Purposes |
495.76 |
|
495.76 |
Issue Expenses (Underwriting, Legal, Regulatory) |
328.64 |
328.64 |
|
Total |
_2774.40 |
_ 924.40 |
1850.00 |
9. CHANGES IN SHARE CAPITAL IF ANY:
During the period under review following changes have taken place in
the share capital of the company.
Increase in Authorised Share capital of the Company
During the period under review, the Authorized Share Capital of the
Company was increased from Rs. 5,10,00,000/- (Rupees Five Crore Ten Lakhs only) divided
into 51,00,000 equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 15,00,00,000/-
(Rupees Fi_een Crore only) divided into 1,50,00,000 equity shares of Rs. 10/- (Rupees Ten
only) each by passing an ordinary resolution dated May 13, 2024 by the members of the
Company.
Private Placement
During the period under review, the Company has issued and allotted
2,32,559 (Two Lakh irty Two ousand Five Hundred and Fi_y Nine) fully paid-up equity shares
of face value of _10/- (Rupees Ten only) each at a price of _215/- (Rupees Two Hundred
Fi_een only) per equity share (including a premium of _205/- per share) for cash, by way
of Private Placement, aggregating to a total consideration of _5,00,00,185/- (Rupees Five
Crores One Hundred Eighty Five only), approved by Shareholders in meeting dated 04th May,
2024, and the same were allotted pursuant to resolution passed by the Board of Directors
dated 16th May, 2024.
Bonus Issue
During the period under review, the Company issued and allotted
60,36,908 (Sixty Lakhs irty- Six ousand Nine Hundred and Eight) Equity Shares of Rs.10/-
(Rupees Ten Only) each to the holders of existing equity shares of the Company in the
proportion of 2 (Two) equity shares for every 1 (one) existing equity share held by the
Members, approved by Shareholders in meeting dated 21st June, 2024, and the same were
allotted pursuant to resolution passed by the Board of Directors dated 27th June, 2024
Initial Public Offer (IPO)
During the period under review, the Company has issued and allotted
32,64,000 ( irty- Two Lakh Sixty- Four ousand) fully paid-up equity shares of face value
of _10/- (Rupees Ten only) each at a price of _85/- (Rupees Eighty Five only) per equity
share (including a premium of _75/- per share) aggregating to _27,74,40,000/- (Rupees
Twenty Seven Crores Seventy- Four Lakhs Forty ousand only), approved by Shareholders in
meeting dated 27th June, 2024, and the same were allotted pursuant to resolution passed by
the Board of Directors dated 08th January, 2025.
Issued, Subscribed & Paid-Up Capital
e Issued, Subscribed & Paid-Up Capital of the Company as on 31st
March, 2025 is Rs. 12,31,93,620/- (Rupees Twelve Crores irty-One Lakhs Ninety- ree ousand
Six Hundred and Twenty only) divided into 1,23,19,362 (One Crores Twenty- ree Lakhs
Nineteen ousand ree Hundred and Sixty-Two) Equity Shares of Rs. 10/- (Rupees Ten Only)
each.
10. DEPOSITS:
Your Company has neither accepted / renewed any deposits from public
during the year nor has any outstanding Deposits in terms of Section 77 of the Companies
Act, 2013. Further there were no Deposits which are not in compliance of the requirements
of Chapter V of the Act.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on the date of this Report, the Board of Directors of the Company
comprises of 6 (six) Board Members out of which 1 (one) is an Executive Director, 3
(three) are Non-Executive Non-Independent Directors and 2 (two) are Non-Executive
Independent Directors.
e composition of the Board of Directors of the Company as on the date
of this Report is as follows:
Sr. No. |
Name of Directors |
DIN |
Designation |
1. |
Mr. Aasif Ahsan Khan |
00156111 |
Chairman and Non-Executive Director |
2. |
Mr. Amjad Adam Arbani |
02718019 |
Executive Director |
3. |
Mr. Ausaf Ahmed Usmani |
05216025 |
Additional Non-Executive Director |
4. |
Mr. Chirag Himatlal Doshi |
08532321 |
Non-Executive Director |
5. |
Mr. Shyam Nagorao Khante |
06918122 |
Non-Executive Independent Director |
6. |
Ms. Rupal Dhiren Haria |
10624643 |
Non-Executive Independent Director |
Changes in the composition of the Board of Directors and Key Managerial
Personnel during the Financial Year 2024-25 and up to the date of this report: a) Appointments/Resignations/Changes
in the Board of Directors:
e following changes took place among the Board of Directors of the
Company during the Financial Year and as on the date of this Report: i. Appointment /
Change in Designation of Directors:
Sr. No. |
Name of the Directors |
Designation |
Appointment/ Change in Designation |
Date |
1. |
Mr. Supratika Tripathi |
Additional Non-Executive Independent Director |
Appointment |
May 10, 2024 |
2. |
Mr. Ripal Chandulal Doshi |
Additional Non-Executive Director |
Appointment |
May 10, 2024 |
3. |
Mr. Chirag Himatlal Doshi |
Additional Non-Executive Director |
Appointment |
May 16, 2024 |
4. |
Mr. Amjad Adam Arbani |
Additional Executive Director |
Appointment |
June 13, 2024 |
5. |
Ms. Rupal Dhiren Haria |
Additional Non-Executive Independent Director |
Appointment |
July 10, 2024 |
6. |
Mr. Shyam Nagorao Khante |
Additional Non-Executive Independent Director |
Appointment |
July 10, 2024 |
7. |
Mr. Aasif Ahsan Khan |
Additional Non-Executive Director and Chairman |
Appointment |
July 10, 2024 |
8. |
Mr. Ausaf Ahmed Usmani |
Additional Whole-time Director |
Appointment |
July 10, 2024 |
9. |
Mr. Chirag Himatlal Doshi |
Non-Executive Director |
Change in Designation |
July 13, 2024 |
10. |
Mr. Amjad Adam Arbani |
Executive Director |
Change in Designation |
July 13, 2024 |
11. |
Ms. Rupal Dhiren Haria |
Non-Executive Independent Director |
Change in Designation |
July 13, 2024 |
12. |
Mr. Shyam Nagorao Khante |
Non-Executive Independent Director |
Change in Designation |
July 13, 2024 |
13. |
Mr. Aasif Ahsan Khan |
Chairman & Non-Executive Director |
Change in Designation |
July 13, 2024 |
14. |
Mr. Ausaf Ahmed Usmani |
Whole-time Director |
Change in Designation |
July 13, 2024 |
15. |
Mr. Ausaf Ahmed Usmani |
Additional Non- Executive Director |
Appointment |
February 24, 2025 |
All Directors have confirmed that they are not disqualified under the
provisions of Section 164(2) of the Companies Act, 2013.
Further, the Board of Directors in their meeting held on 10th July,
2024, approved appointment of Mr. Aasif Ahsan Khan, Non- Executive Director as Chairman of
the Board of Directors. ii. Cessation of Directors:
Sr. No. |
Name of the Directors |
Designation |
Reasons |
Date of Cessation |
1. |
Naseem Ahsan Khan |
Director |
Resignation |
April 29, 2024 |
2. |
Mr. Chirag Himatlal Doshi |
Nominee Director |
Resignation |
May 09, 2024 |
3. |
Mr. Ripal Chandulal Doshi |
Additional Non-Executive Director |
Resignation |
June 13, 2024 |
4. |
Mr. Supratika Tripathi |
Additional Non-Executive Independent Director |
Resignation |
June 13, 2024 |
5. |
Ms. Manisha Hemant Anavkar |
Executive Director |
Resignation |
July 10, 2024 |
6. |
Mr. Ausaf Ahmed Usmani |
Whole Time Director |
Resignation |
February 22, 2025 |
b) Key Managerial Personnel (KMP):
e following changes took place among the Key Managerial Personnel (KMP)
of the Company during the year under review and as on the date of this Report:
Sr. No. |
Name of KMP |
Designation |
Appointment/ Cessation |
Date |
1. |
Mr. Amjad Adam Arbani |
Chief Financial Officer |
Appointment |
July 10,2024 |
2. |
Ms. Kinjal Nitinkumar Shah |
Company Secretary and Compliance Officer |
Appointment |
July 10,2024 |
3. |
Mr. Anup Manohar Munshi |
Chief Executive Officer |
Appointment |
March 12,2025 |
4. |
Ms. Kinjal Nitinkumar Shah |
Company Secretary & Compliance Officer |
Cessation |
April 3, 2025 |
5. |
Ms. Jahnavi Mehta |
Company Secretary & Compliance Officer |
Appointment |
August 1, 2025 |
6. |
Mr. Amjad Adam Arbani |
Chief Financial Officer |
Cessation |
July 31, 2025 |
7. |
Mr. Sajjan Bawri |
Chief Financial Officer |
Appointment |
August 1, 2025 |
12. RETIREMENT BY ROTATION
In accordance with the Section 152, other applicable provisions of the
Companies Act, 2013 and in terms of Memorandum and Article of Association of the Company,
one-third of such of the Directors as are liable to retire by rotation, shall retire every
year and, if eligible, offer themselves for reappointment at every AGM. Mr. Chirag Doshi
(DIN: 08532321) Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for reappointment
13. INDEPENDENT DIRECTORS:
e appointment of the Independent Directors on the Board of Directors of
the Company is subject to the provisions of Section 149 and Schedule IV of the Companies
Act, 2013.
e Company has obtained declarations from the Independent Directors of
the Company to the effect that they are meeting the criteria of independence as provided
in sub-section (6) of Section 149 of the Companies Act, 2013 including the compliance of
relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules,
2014.
e Independent Directors have also confirmed that they have complied
with Schedule IV of the Companies Act, 2013 and Company's code of conduct. e Board is
of the opinion that the Independent Directors of the Company possess requisite
qualifications, skills, experience and expertise and they hold highest standards of
integrity (including the pro_ciency) and fulfils the conditions specified in the Act and
are independent of the management.
14. BOARD EVALUTION:
e Board conducted an annual evaluation of its own performance, that of
its Committees, and of the Individual Directors, in accordance with the formal evaluation
mechanism adopted by the Board. e performance evaluation of all Directors was carried out
by the Nomination and Remuneration Committee. Further, the performance evaluation of the
Chairman, Non-Independent Directors, and the Board as a whole was undertaken by the
Independent Directors.
e evaluation was conducted through a structured assessment process,
which covered various parameters including the composition and effectiveness of the Board
and its Committees, competencies and experience of the members, fulfilment of specific
roles and responsibilities, level of contribution at meetings and beyond, application of
independent judgment, and overall governance practices.
15. MEETINGS OF THE BOARD OF DIRECTORS:
e Board of Directors met 18 (Eighteen) times during the Financial Year
2024-25 and the details of the same are mentioned below:
No. of Board Meeting |
Date of the Board Meeting |
No. of Directors Present |
1. |
April 03, 2024 |
2 |
2. |
May 02, 2024 |
2 |
3. |
May 10, 2024 |
2 |
4. |
May 16, 2024 |
2 |
5. |
June 13, 2024 |
2 |
6. |
June 27, 2024 |
2 |
7. |
June 28, 2024 |
3 |
8. |
July 10, 2024 |
5 |
9. |
July 25, 2024 |
5 |
10. |
August 02, 2024 |
5 |
11. |
October 24, 2024 |
4 |
12. |
December 02, 2024 |
6 |
13. |
December 26, 2024 |
4 |
14. |
December 27, 2024 |
4 |
15. |
January 07, 2025 |
6 |
16. |
January 08, 2025 |
6 |
17. |
January 09, 2025 |
5 |
18. |
March 12, 2025 |
5 |
e gap intervening between any two consecutive meetings was not more
than one hundred and twenty days.
Attendance of the Directors for the Board Meetings held in the
Financial Year 2024-25:
Sr. No. |
Name of the Director |
Designation |
Board Meetings held during
the Financial |
|
|
|
Held |
Entitled to Attend |
Year Attended |
% of attendance |
1 |
Mr. Aasif Ahsan Khan |
Chairman and Non-Executive Director |
18 |
11 |
6 |
54.55% |
2 |
Mr. Amjad Adam Arbani |
Executive Director |
18 |
13 |
13 |
100% |
3 |
Mr. Chirag Himatlal Doshi |
Non-Executive Director |
18 |
17 |
14 |
82.35% |
4 |
Mr. Ausaf Ahmed Usmani |
Non-Executive Director |
18 |
11 |
10 |
90.91% |
5 |
Ms. Rupal Dhiren Haria |
Non-Executive Independent Director |
18 |
11 |
8 |
72.73% |
6 |
Mr. Shyam Nagorao Khante |
Non-Executive Independent Director |
18 |
11 |
8 |
72.73% |
COMMITTEE MEETINGS:
A. Nomination & Remuneration Committee
Number of Meetings Held: 1
Sr. No. |
Date of Meeting |
Total numbers of Members as on the date
of Meeting |
Attendance Number of Members attended |
% of attendance |
1 |
March 12, 2025 |
3 |
3 |
100 |
B. Audit Committee
Number of Meetings Held: 6
Sr. No. |
Date of Meeting |
Total numbers of Members as on the date
of Meeting |
Attendance Number of Members attended |
% of attendance |
1. |
July 25, 2024 |
3 |
2 |
66.67% |
2. |
October 24, 2024 |
3 |
2 |
66.67% |
3. |
December 02, 2024 |
3 |
3 |
100 |
4. |
December 26, 2024 |
3 |
2 |
66.67% |
5. |
December 27, 2024 |
3 |
2 |
66.67% |
6. |
March 12, 2025 |
3 |
3 |
100 |
C. Corporate Social Responsibility Committee
Number of Meetings Held: 1
Sr. No. |
Date of Meeting |
Total numbers of Members as on the date
of Meeting |
Attendance Number of Members attended |
% of attendance |
1. |
January 08, 2025 |
3 |
3 |
100 |
D. Stakeholder Relationship Committee
Number of Meetings Held: 1
Sr. No. |
Date of Meeting |
Total numbers of Members as on the date
of Meeting |
Attendance Number of Members attended |
% of attendance |
1. |
March 12, 2025 |
3 |
3 |
100 |
16. GENERAL MEETING:
Number of Meetings Held: 6
Sr. No. |
Type of Meeting |
Date of Meeting |
Total numbers of Members entitled to
attend the meeting |
Attendance Number of Members attended |
% of attendance |
1. |
Extra- Ordinary General Meeting |
May 04, 2024 |
7 |
3 |
42.86% |
2 |
Extra- Ordinary General Meeting |
May 13, 2024 |
7 |
5 |
71.43% |
3 |
Extra- Ordinary General Meeting |
June 21, 2024 |
23 |
2 |
8.70% |
4 |
Extra- Ordinary General Meeting |
July 13, 2024 |
23 |
5 |
21.74% |
5 |
Extra- Ordinary General Meeting |
July 26, 2024 |
23 |
6 |
26.09% |
6 |
Annual General Meeting |
July 03, 2024 |
23 |
4 |
17.39% |
17. INDEPENDENT DIRECTOR MEETINGS:
e Independent Directors met on March 26, 2025, without the attendance
of Non-Independent Directors and members of the Management. e Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties
18. COMMITTEES OF THE BOARD:
AUDIT COMMITTEE:
Pursuant to Section 177 and other applicable provision of the Companies
Act, 2013 and rules made thereunder, the Company constituted an Audit Committee.
As on 31st March, 2025, the composition of Audit Committee is as under:
Name of the Director |
Designation in Committee |
Nature of Directorship |
Ms. Rupal Dhiren Haria |
Chairman |
Independent Director |
Mr. Shyam Nagorao Khante |
Member |
Independent Director |
Mr. Chirag Himatlal Doshi |
Member |
Non-Executive Director |
NOMINATION AND REMUNERATION COMMITTEE:
e Nomination and Remuneration Committee has been constituted as per
Section 178 and other applicable provision of the Companies Act, 2013 and rules made
thereunder.
As on 31st March, 2025, the composition of Nomination and Remuneration
Committee is as under:
Name of the Director |
Designation in Committee |
Nature of Directorship |
Mr. Chirag Himatlal Doshi |
Chairman |
Non- Executive Director |
Mr. Shyam Nagorao Khante |
Member |
Independent Director |
Ms. Rupal Dhiren Haria |
Member |
Independent Director |
e Committee has formulated the Nomination and Remuneration Policy,
which outlines the criteria for appointment, performance evaluation, and remuneration of
Directors, key managerial personnel and senior management. e policy is available on the
Company's website at https://fabtechcleanroom.com/policies/
STAKEHOLDERS REALTIONSHIP COMMITTEE:
e Company has voluntarily constituted as per Section 178 and other
applicable provision of the Companies Act, 2013 and rules made thereunder a Stakeholders
Relationship Committee to oversee the redressal of investor grievances and related
matters.
As on 31st March, 2025, the composition of Stakeholders Relationship
Committee is as under:
Name of the Director |
Designation in Committee |
Nature of Directorship |
Mr. Chirag Himatlal Doshi |
Chairman |
Non- Executive Director |
Mr. Amjad Adam Arbani |
Member |
Executive Director |
Mr. Shyam Nagorao Khante |
Member |
Independent Director |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Pursuant to Section 135 and other applicable provision of the Companies
Act, 2013 and rules made thereunder, the Company has constituted a Corporate Social
Responsibility (CSR) Committee.
As on 31st March, 2025, the composition of Corporate Social
Responsibility Committee is as under:
Name of the Director |
Designation in Committee |
Nature of Directorship |
Mr. Shyam Nagorao Khante |
Chairman |
Independent Director |
Mr. Amjad Adam Arbani |
Member |
Executive Director |
Mr. Ausaf Ahmed Usmani |
Member |
Additional Non- Executive Director |
19. SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES:
As on 31st March 2025, the Company has two Subsidiary Entities and two
Associate Company and no Joint venture. e details in Form AOC-1 is annexed as "Annexure
A" to this Report.
During the year under review:
The Company acquired 33.33% stake in Kelvin Air Conditioning and
Ventilation Systems Private Limited as approved in the Board Meeting held on May 16, 2024,
thereby designating it as an Associate Company in accordance with the applicable
provisions of the Companies Act, 2013.
20. AUDITORS AND AUDITORS REPORT:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 and any other applicable
provisions and the Rules framed thereunder, If any, of the Companies Act, 2013 (including
any statutory modifications) or re-enactment thereof for the time being in force read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Ajmera and
Ajmera, Mumbai (Firm Registration No. 018796C) were appointed as the Statutory Auditors of
the Company in the Annual General Meeting of the Financial Year 2019-20 for a term of five
consecutive years i.e., from the conclusion of the AGM for FY 2019-20 until the conclusion
of the AGM to be held for FY 2024-25.
e Statutory Auditor's Report for the financial year 2024-25,
issued by M/s. Ajmera and Ajmera, forms part of this Annual Report. e said report does not
contain any qualification, reservation, or adverse remark.
e Company recommends the re-appointment of M/s. Ajmera and Ajmera as
the Statutory Auditors for a second term of five consecutive financial years to hold
office till the conclusion of the AGM to be held for FY 2029-30. e auditors have provided
their consent and confirmed that they are not disqualified to be appointed as the
Statutory Auditor of the Company. Further they have also confirmed that they hold a valid
peer reviewed certificate.
SECRETARIAL AUDITORS:
Pursuant to provision of Section 204 of the Companies Act 2013 and the
Rules Framed thereunder, if any of the Companies Act, 2013 (Including any statutory
modifications or re-enactment thereof for the time being in force, the Board of Directors
of the Company has appointed M/s. Kiran Doshi & Co., Practicing Company Secretary as a
Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year
2024-25 in Meeting of Board of Directors held on July 25, 2024.
A Secretarial Audit Report in Form MR-3 issued by M/s Kiran Doshi &
Co., Practicing Company Secretary has been provided in an ANNEXURE- F which forms
part of this Annual Report.
e Company recommends the re-appointment of M/s. Kiran Doshi & Co.,
Practicing Company Secretary as a Secretarial Auditor of the Company for a term of five
financial years to hold office till the conclusion of the AGM to be held for FY 2029-30. e
auditors have provided their consent and confirmed that they are not disqualified to be
appointed as the Secretarial Auditor of the Company. Further they have also confirmed that
they hold a valid peer reviewed certificate.
INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed
thereunder, if any, of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment thereof for the time being in force, the Board of Directors of the Company
has appointed M/s S H B A & CO LLP as an Internal Auditor of the Company to conduct
the Internal Audit for the Financial Year 2024-25 in Meeting of Board of Directors held on
July 25, 2024.
COST AUDITORS:
e company proposes to appoint M/s. Darshan Vora & Co., Cost
Accountants, Mumbai (Firm Registration No. 103886) as the Cost Auditors of the Company for
the Financial Year 2025-26 pursuant to the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules, 2014.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditors, Internal Auditor
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Officers or Employees, to the Audit Committee or the Board under Section 143 (12)
of the Companies Act, 2013
21. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act,
2013, the Board of Directors has formulated and approved a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the Company. e CSR
Committee and Board functions according to the CSR Policy. e policy is available on the
Company's website at https://fabtechcleanroom.com/ policies/ e Annual Report on CSR
Activities is enclosed as per prescribed format as Annexure C'
and forms an integral part of this report.
22. CREDIT RATING
During the financial year 2024-25, the Company continued to maintain a
strong credit profile, as reflected in the credit ratings assigned by reputed credit
rating agencies. e details of the credit ratings are as follows:
Sr. No. |
Instrument/Facility |
Rating Agency |
Rating |
1. |
Working Capital loan facilities (Fund and
Non-fund basis) |
CRISIL |
BBB/Stable |
23. CORPORATE GOVERNANCE:
e Company is committed to good corporate governance practices.
e Regulation 15(2) of SEBI (LODR) Regulations, 2015 related to
Corporate Governance disclosure is not applicable to the Company since the Company is
listed on the BSE SME Platform.
24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
e Company has established robust and effective internal control
systems, supported by best practices suited to its size and scale of operations. ese
controls ensure that all assets are safeguarded, and all transactions are duly authorized,
accurately recorded, and properly reported. e internal audit function reviews a broad
range of operational areas and ensures compliance with applicable policies, procedures,
and standards. During the year, no reportable material weaknesses in the design or
operation of these controls were observed.
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
e Company has adopted a Whistle Blower Policy and established a vigil
mechanism for Directors, employees, and business associates in compliance with Section 177
of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. e policy, duly approved by the Board of
Directors, enables stakeholders to report genuine concerns relating to unethical practices
or improper conduct. It also ensures protection to whistle blowers against any form of
retaliation. All reported matters are appropriately investigated, and necessary actions
are taken in accordance with the Policy. e Whistle Blower Policy is available on the
Company's website at www.fabtechcleanroom.com.
26. ANNUAL RETURN:
In compliance to provisions of section 134(3)(a) of the Companies Act,
2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act in
Form No. MGT 7 shall be placed on the website of the company (www.fabtechcleanroom.com)
post ensuing Annual General Meeting
27. PARTICULARS OF LOAN, GAURANTEES OR INVESTMENTS:
e Company has extended an intercorporate loan and made certain
investments in compliance with the provisions of Section 186 of the Companies Act, 2013. e
details of such transactions are as follows:
Sr. No. |
Name of the Company |
Type of Transaction |
Amount (in Rs.) |
Date of transaction |
1. |
Kelvin Air Conditioning and Ventilation Systems Private
Limited |
Investment in securities of the Company |
Rs. 3,33,00,000/- (Rupees ree Crore and |
July 31, 2024 |
2. |
Aart Integrated Projects Private Limited |
(Convertible Preference Shares) Inter Corporate Loans |
irty- ree Lakhs only) Rs. 2,00,00,000/- (Rupees Two Crore
only) |
October 24, 2024 |
forms a part of the Note No. 7, 8, 12, 16 and 40 of the Standalone
Financial Statements for the FY 2024-25, which forms part of the Annual Report.
28. RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the financial
year were at arm's length basis and in the ordinary course of business and in accordance
with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations
and your Company's Policy on Related Party Transactions. All Related Party Transactions
are reported to the Notes to the Financial Statements of the Company which forms the part
of the annual report of the Company.
Accordingly, the disclosure of related party transactions as required
under Section 154(5)(h) of the Act, in Form AOC-2 is provided as ANNEXURE B
of this Report
e Policy on Related Party Transactions is available on the Company's
website www.fabtechcleanroom.com.
29. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO: A. Conservation of Energy: a. Steps taken or impact on
conservation of energy e Operations of the Company are not energy intensive.
However, Company continues to implement prudent practices for saving electricity and other
energy resources in day-to-day activities. b. Steps taken by the Company for utilizing
alternate sources of energy ough the activities undertaken by the Company are
not energy intensive, the Company shall explore alternative sources of energy, as and when
the necessity arises. c. e capital investment on energy conservation equipment
Nil B. Technology Absorption:
Company's products are manufactured by using in-house know how and no
outside technology is being used for manufacturing activities. erefore, no technology
absorption is required. e Company constantly strives for maintenance and improvement in
quality of its products and entire Research & Development activities are directed to
achieve the aforesaid goal.
C. Foreign Exchange Earnings and Outgo:
During the year, following were the foreign exchange earnings and
Out-go:
Particulars |
Amount |
|
(INR Lakhs) |
Foreign Exchange earnings: FOB Value of Export Sales |
1298.99 |
Foreign Exchange Outgo: |
|
1. Value of Imports on C.I.F. Basis |
-- |
2. Expenditure in Foreign Currency |
5.26 |
30. PARTICULARS OF EMPLOYEES AND REMUNERATION:
e provisions of Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as
none of the employees has received remuneration above the limits specified in the rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2024-25. Further, the disclosures pertaining to
remuneration and other details as required under section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed in ANNEXURE-E.
31. BOARD POLICIES:
e details of various policies approved and adopted by the Board as
required under the Companies Act, 2013 and SEBI Listing Regulations are available on the
website of the Company at www.fabtechcleanroom.com.
32. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:
e Company's policy on directors' appointment and remuneration
and other matters provided in Section 178(3) of the Act is available on the website of the
Company at www.fabtechcleanroom.com.
33. PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE:
As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, our Company has constituted Internal Complaints Committees as per
requirement of the Act which are responsible for Redressal of complaints relating to
sexual harassment against woman at workplace. e detailed Policy on Prevention of Sexual
Harassment at Workplace (POSH Policy) is available on the website of the company at
www.fabtechcleanroom. com.
e details of the complaints filed under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under: (a) number of
complaints of sexual harassment received in the year NIL
(b) number of complaints disposed off during the year NIL (c)
number of cases pending for more than ninety days NIL
34. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961:
e Company confirms that it has complied with all the provisions of the
Maternity Benefit Act, 1961. All eligible women employees received the required benefits,
including paid leave, continued salary and service, and post-maternity support like
flexible work options.
35. DIRECTOR'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your directors confirm that: a) In the preparation of the annual accounts for
the financial year ended 31st March 2025, the applicable accounting standards had been
followed along with proper explanation relating to material departures. b) e directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2025 and of the profit /loss of the Company
for that period; c) e directors had taken proper and sufficient care 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) e directors had prepared the annual accounts on a going concern
basis. e) e Company being unlisted, sub clause (e) of section 134(3) of the Companies Act,
2013 pertaining to laying down internal financial controls is not applicable to the
Company. f) e directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
36. SECRETARIAL STANDARDS:
e Directors have incorporated proper systems and process for complying
with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial
Standard-2 and Secretarial Standards issued by the Institute of the Company Secretaries of
India and that such systems were adequate and operating effectively.
37. RISK MANAGEMENT:
e Company has laid down a well-defined Internal Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non- business risk. e Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework. Although, market conditions are likely to remain competitive, future
success will depend upon offering improved products through technology innovation and
productivity. e Company continues to invest in these areas. e Company has the risk
management and internal control framework in place commensurate with the size of the
Company. However, Company is trying to strengthen the same.
38. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
No application or any proceeding are pending or initiated under the
Insolvency and Bankruptcy Code, 2016.
39. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL:
ere was no Material order passed by the judicial or quasi-Judicial
Authority which affects the Going Concern Status of the Company during the year under
review.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
e Management Discussion and Analysis Report for the year under review,
as stipulated under the SEBI Listing Regulations, is presented in a section forming part
of this Integrated Annual Report.
41. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year and up to the date of this
Report, the Company entered into following transactions:
a) Acquisition of 18% Equity stake in M/s. Kelvin Air Conditioning
and Ventilation Systems Private Limited:
Subsequent to the closure of the financial year but before the date of
this Report, the Company has acquired 2700 (Two ousand Seven Hundred) fully paid-up equity
shares of M/s. Kelvin Air Conditioning and Ventilation Systems Private Limited of face
value of _10/- (Rupees Ten only) each at a price of _ 20,380/- (Rupees Twenty ousand ree
Hundred Eighty only) per equity share (including a premium of _20,370/- (Rupees Twenty
ousand ree Hundred Seventy only) for cash, aggregating to a total consideration of _
5,50,00,000 /- (Rupees Five Crores Fi_y Lakhs only). e acquisition was carried out
pursuant to the Share Purchase Agreement executed and approved by the Board of Directors
on April 03, 2025. Subsequent to the said acquisition the aggregate stake of M/s. Fabtech
Technologies Cleanrooms Limited in M/s. Kelvin Air Conditioning and Ventilation Systems
Private Limited is 51.33%.
b) Employee Stock Option Plan:
Equity based compensation is an integral part of employee compensation
across sectors which enables alignment of personal goals of the employees with
organizational objectives by participating in the ownership of the Company through
stock-based incentive plan. e Company recognized that employees are most valuable resource
and their steadfast commitment and highly motivated performance is instrumental in
sustained growth of the Company. It is therefore essential to attract and retain talent to
ensure long-term commitment to the company to contribute to the growth and development of
the company.
e Company believes in rewarding its employees including directors of
the Company as well as of the existing and future subsidiary company(ies) or
associates' company(ies) for their continuous hard work, dedication and support,
which has led the Company and existing and future subsidiary company(ies) or
associates' company(ies) on the growth path. e Company intends to implement Fabtech
Technologies Cleanrooms Limited Employee Stock Option Plan 2025 ("FTCL-ESOP
2025") with a view to attract and retain business critical and high potential
employees of the Company and its existing and future subsidiary company(ies) or
associates' company(ies) by way of rewarding their performance and motivate them to
contribute to the overall corporate growth and profitability Under FTCL-ESOP 2025, the
eligible employees shall be granted Options which will be exercisable into equity shares
of Rs. 10/- (Rupee Ten only) each of the Company. FTCL-ESOP 2025 shall be implemented by
the Compensation Committee of the Board. e Scheme contemplates grant of Options to the
employees of the Company and its Subsidiary Company(ies) or associates' company(ies)
(present and future, if any).
A_er vesting of Options, the employees earn a right, but not an
obligation to exercise the vested Options within the exercise period and obtain equity
shares of the Company which shall be issued by the Company subject to payment of exercise
price and satisfaction of any tax obligation arising thereon and other terms and condition
of the Scheme.
e objectives of the Scheme are:
1. to create sense of ownership among employees and incentivize long
term focus; 2. to motivate and retain the best talent within the organization; and, 3. to
reward key employees for performance.
e aggregate number of stock Options to be granted under the Plan shall
not exceed 3,69,580 ( ree Lakh Sixty- Nine ousand Five Hundred Eighty) Employee Stock
Options ("ESOPs"/ "Option(s)"), being 3% ( ree percent) of the total
outstanding equity shares of the Company as at March 31, 2025, exercisable into not more
than 3,69,580 ( ree Lakh Sixty- Nine ousand Five Hundred Eighty) fully paid-up equity
shares of the Company in aggregate of face value of Rs. 10/- (Rupees Ten only) each
["ESOP Pool"].
In the event the Company is involved (i) in a scheme for merger,
reconstitution, consolidation, dissolution, liquidation or reorganization, exchange of
Shares, share swaps, sale of all or substantially all of the assets of the Company (ii)
any stock dividend, stock split, reverse stock split, stock combination, rights issue,
bonus issues or other changes in the capital structure of the Company or (iii) any other
event which in the judgment of the Committee necessitates action of making a fair and
reasonable adjustment to the number of Options and/or to the Exercise Price, such
adjustment shall be made in a manner that the total value of the Options remains the same
after the Corporate Action. In all such Corporate Actions, the Committee shall ensure
while taking into consideration the global best practices in this area including the
procedures followed by the derivative markets in India and abroad, that the Vesting Period
and the life of the Options shall be le_ unaltered as far as possible to protect the
rights of the Participants. e decision of the Committee on whether such action is
necessary and the extent of such action by the Committee shall be final and binding. If a
change of Control shall occur, the Committee may make such adjustments at its discretion
as are necessary or appropriate in light of the change of Control (including, without
limitation, the substitution of stock other than stock of the Company as the stock
optioned hereunder, and the acceleration of the exercisability of the Options), provided
that the Committee determines that such adjustments do not have a substantial adverse
economic impact on the Participant as determined at the time of the adjustments.
e detailed disclosure as per Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 is annexed in
ANNEXURE-D.
c) Incorporation of Associate Company:
e Company had considered the incorporation of associate company in the
name and style "Fabtech Fortline Private Limited" and acquired 49% of
paid-up share capital by acquiring 9,80,000 (Nine Lakh Eight ousand) equity shares face
value of _10/- (Rupees Ten only), aggregating to a total consideration of _ 98,00,000 /-
(Rupees Ninety- Eight Lakhs only).
e incorporation and acquisition was approved by the Board resolution
dated May 05, 2025.
d) Corporate Guarantee to M/s. Kelvin Air Conditioning and
Ventilation Systems Private Limited:
e Company had extended the Corporate Guarantee of Rs. 9,50,00,000/-
(Rupees Nine Crore and Fi_y Lakhs only) to M/s. Kelvin Air Conditioning and Ventilation
Systems Private Limited. e same was approved by the Board of Directors in its meeting
dated May 26, 2025.
e) Subscription of 28% Equity stake in M/s. Aart Integrated Projects
Private Limited:
e Board of Directors of the Company has approved the subscription of
97,222 equity shares of face value _10/- each, at a premium of _401/- per share,
aggregating to a total consideration of _3,99,58,242/- (Rupees ree Crore Ninety-Nine Lakh
Fi_y-Eight ousand Two Hundred and Forty-Two Only).
is subscription was approved by the Board in the resolution dated
August 01, 2025.
As of the date of this report, the Company is in the process of
finalizing the subscription, which is expected to be completed in due course.
e Board believes that this subscription will contribute positively to
the Company's strategic objectives and growth plans.
f) Key Managerial Personnel (KMP):
Subsequent to the closure of the financial year but before the date of
this Report, the following changes took place among the Key Managerial Personnel (KMP) of
the Company:
Sr. No. |
Name of KMP |
Designation |
Appointment/ Cessation |
Date |
1. |
Ms. Kinjal Nitinkumar Shah |
Company Secretary & Compliance Officer |
Cessation |
April 3, 2025 |
2. |
Ms. Jahnavi Mehta |
Company Secretary & Compliance Officer |
Appointment |
August 1, 2025 |
3. |
Mr. Amjad Adam Arbani |
Chief Financial Officer |
Cessation |
July 31, 2025 |
4. |
Mr. Sajjan Bawri |
Chief Financial Officer |
Appointment |
August 1, 2025 |
42. GENERAL DISCLOSURES:
e Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events of these nature during
the year under review. a) Issue of equity shares with differential rights as to dividend,
voting or otherwise b) Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Companies Act, 2013). c) One-time settlement of
loan obtained from the Banks or Financial Institutions. d) Revision of financial
statements and Directors' Report of the Company. e) None of the Directors of the Company
has been debarred or disqualified from being appointed or continuing as a Director by
SEBI/Ministry of Corporate Affairs/Statutory Authorities. f) e Whole-time Directors of the
Company do not receive any commission from any of its subsidiary companies.
43. ACKNOWLEDGMENT:
e Directors express their sincere appreciation to the valued
shareholders, Life Engineers, bankers, customers, vendors, advisors, consultants,
Government agencies and C&F agents and all others who are directly and indirectly
associated with the company for their continued support and co- operation throughout the
year.
e Directors also express their sincere gratitude for the committed
efforts and ongoing contributions made by all Fabtech members at all levels, in order to
foster the Company's success and growth.
|
For and on behalf of the Board of Directors |
|
|
Fabtech Technologies Cleanrooms Limited |
|
|
(Formerly known as Fabtech Technologies Cleanrooms Private
Limited) |
|
|
Sd/- |
Sd/- |
|
Aasif Ahsan Khan |
Amjad Adam Arbani |
|
Chairman & Director |
Executive Director |
|
DIN: 00156111 |
DIN: 02718019 |
Date: August 29,2025 |
|
|
Place: Mumbai |
|
|
|