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

1. FINANCIAL PERFORMANCE:

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

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

(Amounts in ? Lakhs)

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:• STANDALONE:

Total Income of the Company for the financial year 2025-26 stood at Rs. 14,338.55 Lakhs as against Rs. 14,004.89
Lakhs for the financial year 2024-25, showing an increase of 2.38 %.

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

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

• CONSOLIDATED:

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

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

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

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

3. AMOUNTS TRANSFERRED TO RESERVES:

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

4. CHANGE IN NATURE OF BUSINESS:

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

5. DIVIDEND:

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

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

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

Further, the Company has formulated a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The same is available on the website of the
Company athttps://fabtechcleanroom.com/policies/.

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

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

• Change of Name of the Company

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

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

• Establishment of New Manufacturing Facility

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

7. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

8. CHANGES IN SHARE CAPITAL IF ANY:

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

• Authorised Share capital of the Company

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

• Issued, Subscribed & Paid-Up Capital

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

After the closure of the financial year, the Board at it''s meeting held on July 20, 2026 and members by approval at
the Extra-Ordinary General Meeting dated August 17, 2026 approved Preferential issue of 3,80,711(Three Lakhs
Eighty Thousand Seven Hundred and Eleven) convertible warrants ("Warrants"), each warrant being convertible
into 3,80,711 (Three Lakhs Eighty Thousand Seven Hundred and Eleven) fully paid-up equity share of the Company

having a face value of INR 10/- (Indian Rupees Ten Only) each, within a period of 18 (eighteen) months from the
date of allotment of the Warrants, at an issue price of INR 394/- (Indian Rupees Three Hundred and Ninety Four
Only) per Warrant (inclusive of the warrant subscription price and the warrant exercise price), aggregating up to INR
15,00,00,134/- (Indian Rupees Fifteen Crore One Hundred and Thirty Four Only), to the Promoters and the Member
of Promoter Group of the Company.

9. DEPOSITS:

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

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

a) Appointments/Resignations/Changes in the Board of Directors:

The following changes took place among the Board of Directors of the Company during the Financial Year and as
on the date of this Report:

i. Appointment / Change in Designation of Directors/Cessation:

All Directors have confirmed that they are not disqualified under the provisions of Section 164(2) of the
Companies Act, 2013.

b) Key Managerial Personnel (KMP):

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

11. DIRECTORS LIABLE TO RETIRE BY ROTATION

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

12. INDEPENDENT DIRECTORS:

The appointment of the Independent Directors on the Board of Directors of the Company is subject to the provisions of
Section 149 and Schedule IV of the Companies Act, 2013.

The Company has obtained declarations from the Independent Directors of the Company to the effect that they are
meeting the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 including
the compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013
and Company''s code of conduct. The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, skills, experience and expertise and they hold highest standards of integrity (including the
proficiency) and fulfils the conditions specified in the Act and are independent of the management.

13. BOARD EVALUATION:

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

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

14. MEETINGS OF THE BOARD OF DIRECTORS:

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

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

COMMITTEE MEETINGS:A. Nomination & Remuneration Committee

Number of Meetings Held: 2

B. Audit Committee

Number of Meetings Held: 8

C. Corporate Social Responsibility Committee

Number of Meetings Held: 1

D. Stakeholder Relationship Committee

Number of Meetings Held: 1

15. GENERAL MEETING:

Number of Meetings Held: 2

16. POSTAL BALLOT:

The Company have approved the following resolutions through Postal Ballot on June 07, 2025:

a. Approval of Fabtech Technologies Cleanrooms Limited - Employee Stock Option Scheme 2025 ("FTCL-ESOS
2025")

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

17. INDEPENDENT DIRECTOR MEETINGS:

The Independent Directors met on March 25, 2026, without the attendance of Non-Independent Directors and members
of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board
as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

18. COMMITTEES OF THE BOARD:• AUDIT COMMITTEE:

Pursuant to Section 177 and other applicable provision of the Companies Act, 2013 and rules made thereunder, the
Company constituted an Audit Committee

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

NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

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

19. SUBSIDIARY. JOINT VENTURE OR ASSOCIATES COMPANIES:

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

During the year under review:

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

• The Company acquired 28% stake in Aart Integrated Projects Private Limited, thereby designating it as an Associate
Company in accordance with the applicable provisions of the Companies Act, 2013.

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

a) Incorporation of Associate Company:

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

b) Incorporation of Foreign Wholly Owned Subsidiary Company

The Company had considered the incorporation of wholly owned subsidiary company in the name and style
"Fabtech Technologies Cleanrooms-FZE" by subscribing 100% of paid-up share capital i.e AED 1,00,000/(AED
One Lakh only). The incorporation and acquisition were approved by the Board resolution dated December 17,
2025.

c) Cessation of Subsidiary

During the year, Altair Partition Systems LLP (Altair) ceased to be a subsidiary of the Company.Consequently,
Altair is no longer a subsidiary of the Company.

20. AUDITORS AND AUDITORS REPORT:• STATUTORY AUDITORS:

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

The Statutory Auditor''s Report for the financial year -2025-26, issued by M/s. Ajmera and Ajmera, forms part of this
Annual Report. The said report does not contain any qualification, reservation, or adverse remark.

• SECRETARIAL AUDITORS:

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

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

• INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 and the Rules framed thereunder, if any, of the Companies
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 2025-26 in Meeting of Board of Directors held on August 01, 2025.

• COST AUDITORS:

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

• REPORTING OF FRAUDS BY AUDITORS:

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

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has formulated and
approved a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company.
The CSR Committee and Board functions according to the CSR Policy. The policy is available on the Company''s website
athttps://fabtechcleanroom.com/policies/

The Annual Report on CSR Activities is enclosed as per prescribed format as ''Annexure - C'' and forms an integral part
of this report.

22. CREDIT RATING

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

23. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices.

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

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

The Company has extended an intercorporate loan and made certain investments in compliance with the provisions of
Section 186 of the Companies Act, 2013.

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

28. RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year were at 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

The 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 - The Operations of the Company are not energy intensive.
However, Company continues to implement prudent practices for saving electricity and other energy resources in
day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the
Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the
necessity arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption:

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

C. Foreign Exchange Earnings and Outgo:

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

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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

31. BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI
Listing Regulations are available on the website of the Company at www.fabtechcleanroom.com.

32. POLICY OF DIRECTORS'' APPOINTMENT AND REMUNERATION:

The 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. The detailed Policy on Prevention of Sexual Harassment at Workplace (POSH Policy) is available
on the website of the company at www.fabtechcleanroom.com.

The details of the complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are as under:

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - Not Applicable

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

The Company confirms that it has complied with all the provisions of the 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 March 31 2026, the applicable accounting
standards had been followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2026 and of the profit /loss of the Company for that period;

c) The directors had taken proper and 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) The directors had prepared the annual accounts on a going concern basis.

e) The directors have established and maintained robust internal financial controls that the Company follows. These
controls are deemed adequate and have been assessed to be operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

36. SECRETARIAL STANDARDS:

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

37. RISK MANAGEMENT:

The Company has laid down a well-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. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly defined framework.

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

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

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

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

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

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing
Regulations, is presented in a section forming part of this Annual Report.

41. EMPLOYEE STOCK OPTION PLAN:

The Company have approved the following resolutions through Postal Ballot on June 07, 2025:

a. Approval of Fabtech Technologies Cleanrooms Limited - Employee Stock Option Scheme 2025 ("FTCL-ESOS
2025")

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

The aforesaid Employee Stock Option Scheme has been approved in accordance with the applicable provisions of the
Companies Act, 2013 and the rules made thereunder.

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

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

43. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions/events of these nature during the year under review.

a) Issue of equity shares with differential rights as to dividend, voting or otherwise

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase
of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially
hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

c) One-time settlement of loan obtained from the Banks or Financial Institutions.

d) Revision of financial statements and Directors'' Report of the Company.

e) None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a
Director by SEBI/Ministry of Corporate Affairs/Statutory Authorities.

f) The Whole-time Directors of the Company do not receive any commission from any of its subsidiary companies.

44. ACKNOWLEDGMENT:

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

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

For and on behalf of the Board of Directors
Fabtech Cleanrooms Limited
(Formerly known as Fabtech Technologies Cleanrooms Limited)

Sd/- Sd/-

Aasif Ahsan Khan Amjad Adam Arbani

Chairman & Director Executive Director

DIN:00156111 DIN:02718019

Date: September 02. 2026
Place: Mumbai

Your Director’s have pleasure in presenting their 10^th Annual Report on the business and operations of the company together with the
Audited Financial Statements for the year ended 31^st March, 2025 and Auditor’s Report thereon.

1. FINANCIAL PERFORMANCE:

The 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 t Lakhs)

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:

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

5. DIVIDEND:

The 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.

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

Further, the Company has formulated a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The same is available on the website of the Company at https://
fabtechcleanroom.com/policies/.

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

The following material changes took effect during the Financial Year 2024-25 however there were no impact on the financial position
of the Company:

• Conversion from Private Limited Company to Public Limited Company

The Company has converted from Private Limited Company to Public Limited Company and consequently upon conversion,
the name ofthe 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 13^th May, 2024. The 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:

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 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. This 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.

The 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.

The 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").

The 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:

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
Fifteen 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 Thirty Two Thousand Five Hundred
and Fifty Nine) fully paid-up equity shares of face value of ?10/- (Rupees Ten only) each at a price of?215/- (Rupees Two Hundred
Fifteen 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 04^th May, 2024, and the same were allotted pursuant to resolution passed by the Board of Directors dated 16^th May, 2024.

• Bonus Issue

During the period under review, the Company issued and allotted 60,36,908 (Sixty Lakhs Thirty- Six Thousand 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 21^st June, 2024, and the same were allotted pursuant to resolution passed by the Board of Directors dated 27^th
June, 2024

• Initial Public Offer (IPO)

During the period under review, the Company has issued and allotted 32,64,000 (Thirty- Two Lakh Sixty- Four Thousand)
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 Thousand only), approved by Shareholders in meeting dated 27^th June, 2024, and the same were allotted pursuant
to resolution passed by the Board of Directors dated 08^th January, 2025.

• Issued, Subscribed & Paid-Up Capital

The Issued, Subscribed & Paid-Up Capital of the Company as on 31^st March, 2025 is Rs. 12,31,93,620/- (Rupees Twelve Crores
Thirty-One Lakhs Ninety-Three Thousand Six Hundred and Twenty only) divided into 1,23,19,362 (One Crores Twenty-Three
Lakhs Nineteen Thousand Three Hundred and Sixty-Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

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.

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

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:

The following changes took place among the Board of Directors of the Company during the Financial Year and as on the date
of this Report:

i. Appointment / Change in Designation of Directors:

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 10^th July, 2024, approved appointment of Mr. Aasif Ahsan Khan,
Non- Executive Director as Chairman of the Board of Directors.

ii. Cessation of Directors:

b) Key Managerial Personnel (KMP):

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

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:

The appointment of the Independent Directors on the Board of Directors of the Company is subject to the provisions of Section 149
and Schedule IV of the Companies Act, 2013.

The Company has obtained declarations from the Independent Directors of the Company to the effect that they are meeting the
criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 including the compliance of
relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Independent Directors have also confirmed that they have complied with Schedule IV ofthe Companies Act, 2013 and Company’s
code of conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills,
experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified
in the Act and are independent of the management.

14. BOARD EVALUTION:

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

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

The gap intervening between any two consecutive meetings was not more than one hundred and twenty days.
Attendance of the Directors for the Board Meetings held in the Financial Year 2024-25:

COMMITTEE MEETINGS:

A. Nomination & Remuneration Committee

Number of Meetings Held: 1

B. Audit Committee

Number of Meetings Held: 6

C. Corporate Social Responsibility Committee

Number of Meetings Held: 1

D. Stakeholder Relationship Committee

Number of Meetings Held: 1

16. GENERAL MEETING:

Number of Meetings Held: 6

17. INDEPENDENT DIRECTOR MEETINGS:

The Independent Directors met on March 26, 2025, without the attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors
and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties

• 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 31^st March, 2025, the composition of Audit Committee is as under:

• NOMINATION AND REMUNERATION COMMITTEE:

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

As on 31^st March, 2025, the composition of Nomination and Remuneration Committee is as under:

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

• STAKEHOLDERS REALTIONSHIP COMMITTEE:

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

As on 31^st March, 2025, the composition of Stakeholders Relationship Committee is as under:

• 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 31^st March, 2025, the composition of Corporate Social Responsibility Committee is as under:

19. SUBSIDIARY, JOINT VENTURE OR ASSOCIATES COMPANIES:

As on 31^st March 2025, the Company has two Subsidiary Entities and two Associate Company and no Joint venture. The details in
Form AOC-1 is annexed as “Annexure - A” to this Report.

During the year under review:

• The Company acquired 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.

The Statutory Auditor’s Report for the financial year 2024-25, issued by M/s. Ajmera and Ajmera, forms part of this Annual
Report. The said report does not contain any qualification, reservation, or adverse remark.

The 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. The 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.

The 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.
The 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:

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

• REPORTING OF FRAUDS BY AUDITORS:

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

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board of Directors has formulated and approved a
Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee
and Board functions according to the CSR Policy. The policy is available on the Company’s website at https://fabtechcleanroom.com/
policies/

The Annual Report on CSR Activities is enclosed as per prescribed format as ‘Annexure - C’ and forms an integral part of this report.

22. CREDIT RATING

During the financial year 2024-25, the Company continued to maintain a strong credit profile, as reflected in the credit ratings
assigned by reputed credit rating agencies. The details of the credit ratings are as follows:

23. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance practices.

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

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

The Company has extended an intercorporate loan and made certain investments in compliance with the provisions of Section 186
of the Companies Act, 2013. The details of such transactions are as follows:

Further loans given, investments made and guarantee given and securities provided under Section 186 of the Companies Act, 2013
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

The 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 - The Operations of the Company are not energy intensive. However,
Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day
activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the
Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity
arises.

c. The capital investment on energy conservation equipment - Nil

B. Technology Absorption:

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing

activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement

in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

C. Foreign Exchange Earnings and Outgo:

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

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not
applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 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:

The details of various policies approved and adopted by the Board as required under the Companies Act, 2013 and SEBI Listing
Regulations are available on the website of the Company at www.fabtechcleanroom.com.

32. POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION:

The 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. The detailed Policy on
Prevention of Sexual Harassment at Workplace (POSH Policy) is available on the website of the company at www.fabtechcleanroom.
com.

The details of the complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 are as under:

(a) number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days - NIL

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

The 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 31^st March 2025, the applicable accounting standards had
been followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the
profit /loss of the Company for that period;

c) The 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) The directors had prepared the annual accounts on a going concern basis.

e) The 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) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

36. SECRETARIAL STANDARDS:

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

37. RISK MANAGEMENT:

The Company has laid down a well-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. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate
the same through a properly defined framework.

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

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

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

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

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

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is
presented in a section forming part of this 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 Thousand
Seven Hundred) fully paid-up equity shares of M/s. Kelvin Air Conditioning and Ventilation Systems Private Limited of face
value of t10/- (Rupees Ten only) each at a price of t 20,380/- (Rupees Twenty Thousand Three Hundred Eighty only) per equity
share (including a premium of t20,370/- (Rupees Twenty Thousand Three Hundred Seventy only) for cash, aggregating to a total
consideration of t 5,50,00,000 /- (Rupees Five Crores Fifty Lakhs only). The 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. The 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.

The 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. The 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.

The 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).

After 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.

The 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.

The aggregate number of stock Options to be granted under the Plan shall not exceed 3,69,580 (Three Lakh Sixty- Nine Thousand
Five Hundred Eighty) Employee Stock Options ("ESOPs"/ "Option(s)"), being 3% (Three percent) of the total outstanding equity
shares of the Company as at March 31, 2025, exercisable into not more than 3,69,580 (Three Lakh Sixty- Nine Thousand 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 left unaltered as far as possible to protect
the rights of the Participants. The 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.

The 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:

The Company had considered the incorporation of associate company in the name and style “Fabtech Fortline Private Limited”
and acquired 49% of paid-up share capital by acquiring 9,80,000 (Nine Lakh Eight Thousand) equity shares face value of ?10/-
(Rupees Ten only), aggregating to a total consideration of t 98,00,000 /- (Rupees Ninety- Eight Lakhs only). The 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:

The Company had extended the Corporate Guarantee of Rs. 9,50,00,000/- (Rupees Nine Crore and Fifty Lakhs only) to M/s.
Kelvin Air Conditioning and Ventilation Systems Private Limited. The 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:

The 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 Three Crore Ninety-Nine Lakh
Fifty-Eight Thousand Two Hundred and Forty-Two Only).

This 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.

The 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:

42. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events
of these nature during the year under review.

a) Issue of equity shares with differential rights as to dividend, voting or otherwise

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan
was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged
under section 67(3)(c) of the Companies Act, 2013).

c) One-time settlement of loan obtained from the Banks or Financial Institutions.

d) Revision of financial statements and Directors'' Report of the Company.

e) None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by
SEBI/Ministry of Corporate Affairs/Statutory Authorities.

f) The Whole-time Directors of the Company do not receive any commission from any of its subsidiary companies.

43. ACKNOWLEDGMENT:

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

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