Your Board of Directors is pleased to present 42^nd Annual Report of Filtron Engineers Limited
(hereinafter referred to as "the Company") covering the business, operations and Audited
Financial Statements of the Company for the financial year ended March 31, 2024.

1. Financial Highlights:

The standalone financial performance of your Company for the year ended March 31, 2024 is
summarised below:

(Rs. in Thousand'

2. Change in the Nature of Business, If any:

There has not been any change in the nature of business of the Company during the Financial
Year ended on March 31, 2024.

3. Company Performance/ Review of Operation:

The Company is in lookout for new projects and accordingly the Management has already
taken steps for the same.

Further, Company is in process of revocation of suspension in the trading of securities of
Company on BSE Limited.

4. Subsidiaries and Joint Ventures:

As on March 31, 2024, according to the Companies Act, 2013 and rules made there under the
Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company. Considering this, 'Form AOC - 1' is not applicable.

5. Dividend:

Considering the fact, that the Company stopped its business operations, your Directors have
decided not to recommend any dividend on the equity shares for the year ended March 31,
2024.

6. Reserves:

Your Company does not propose to transfer any amount to the reserves for the financial year
2023-24.

7. Share Capital:

During the year under review there is no change in Share capital of the Company.

8. Material changes affecting the Company:

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report. There has been no
change in the nature of business of the Company.

9. Deposits:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of
furnishing details relating to Deposits covered under Chapter V of the Act or the details of
Deposits that are not in compliance with Chapter V of the Act is not applicable.

10. Directors and Key Managerial Personnel:

a. Appointment/ Reappointment/ Cessation

During the year under review, there has been following changes in the Composition of the
Board of Directors and Key Managerial Personnel of the Company.

1. Mr. Gajanan Hegde was appointed as Additional Non-Executive Independent Directors
of the Company on November 11, 2022 and his appointment was regularised at the 41^st
Annual General Meeting held on December 22, 2023.

2. Mr. Tanaji Kadu was appointed as Additional Non-Executive Independent Directors of
the Company on November 11, 2022 and his appointment was regularised at the 41^st
Annual General Meeting held on December 22, 2023.

3. Ms. Nivedita Sen was appointed as an as Additional Director in the category of Non¬
Executive Independent Director of the Company in their Board meeting held on

November 13, 2023 and her appointment was regularised in the 41^st Annual General
Meeting held on December 22, 2023.

4. Ms. Raina Ajmera, a member of Institute of Company Secretaries of India has been
appointed as Company Secretary and Compliance Officer of the Company w.e.f. April
15, 2023. However, she has resigned w.e.f. April 25, 2024

b. Director liable to retire by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Deepa Atul Thakkar,
Non-Executive Director, whose office is liable to retire at the ensuing 42^nd AGM, being eligible,
seeks re-appointment. The notice convening the 42^nd AGM to be held on September 30, 2024
sets out the details.

11. Declaration by Independent Director:

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

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

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

12. Statement of Board of Directors:

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

13. Familiarisation Programme for the Independent Director:

In compliance with the requirements of SEBI Listing Regulations, the Company has put in
place a Familiarization Programme for the Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates, business model etc. Further, at the time of the appointment of an
independent director, the Company issues a formal letter of appointment outlining his/ her
role, function, duties and responsibilities. Details of the Familiarization Programme
conducted are available on the website of the Company
https://www.filtronindia.com/details-of-familiarisation-program.htm

14. Evaluation of Board Performance:

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

The parameters for performance evaluation of the Board include composition of the Board,
process of appointment to the Board of Directors, common understanding of the roles and
responsibilities of the Board members, timelines for circulating board papers, content and the
quality of information provided to the Board, attention to the Company's long term strategic
issues, evaluating strategic risks, overseeing and guiding acquisitions etc. Some of the
performance indicators for the Committees include understanding the terms of reference,
effectiveness of discussions at the Committee meetings, information provided to the
Committee to discharge its duties and performance of the Committee vis-a-vis its
responsibilities.

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

The performance of the Independent Directors was evaluated taking into account the above
factors as well as independent decision-making and non-conflict of interest. Further, the
evaluation process was based on the affirmation received from the Independent Directors that
they met the independence criteria as required under the Companies Act, 2013 and Listing
Regulations, 2015.

Subsequent to the evaluation done in the financial year 2023-24, some action areas have been
identified for the Board to engage itself with. These include review of your Company's goals,
strategy, capability gaps, competitive landscape, technological developments, SWOT
analysis, etc. and also a thorough review of key issues facing the Company. All these will be
suitably dealt with by the Board. Details of the evaluation mechanism are provided in the
Corporate Governance Report.

15. Board Meetings:

The Board met 6 (Six) Times during the financial year at the Registered Office of the
Company.

The Board Meetings were held on April 15, 2023, May 30, 2023, August 14, 2023, September
20, 2023, November 13, 2023 and February 13, 2024. The meeting of the Board had been
conducted at regular interval with a time gap of not more than 120 days between two
consecutive meetings.

16. Board Committee:

The Board currently has the following Committee:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Composition of Committees

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and on the recommendation of the
Nomination & Remuneration Committee, the Board has adopted the Nomination &
Remuneration Policy for selection and appointment of Directors, Senior Management
including Key Managerial Personnel (KMP) and their remuneration. The details of this policy
have been placed on the website of the Company at https://www.filtronindia.com/policies-
under-companies.htm

18. Management Discussion and Analysis Report:

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

19. Secretarial Standards:

The Company has tried to comply with the applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India but not been complied fully.

20. Related Party Transactions:

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

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

The details of such related party transactions are available in the Notes to the Standalone
financial statements section of this Annual Report.

21. Internal Financial Control:

The Company has designed and implemented a process-driven framework for Internal
Financial Control ('FC') within the meaning of the explanation to Section 134(5)(e) of the
Companies Act, 2013.

For the year ended March 31, 2024, the Board is of the opinion that the Company has the
Internal Financial Control.

22. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your
Company confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have
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, 2024 and of the
profit and loss of the company for that period.

c. the Directors have 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 have prepared the annual accounts on a going concern basis.

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

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

23. Audit Reports and Auditors:

Statutory Auditors:

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

The Statutory auditor's report for the financial year 2023-24 on the financial statement on the
Company forms a part of this Annual Report. The said report do contains qualifications,
reservation or adverse remark which calls for any further comments or explanation. Reply for
the same is mentioned below:

1. Management of the Company already found the viable option to change the status of Company as
going concern Company and is working towards the same.

2. Further, Management of the Company took note of all the points of the Auditor and working on
the same.

No frauds have been reported by the auditor for the financial year 2024.

Secretarial Auditor and audit report:

Being a publicly listed Company, the Company is required to annex a Secretarial Audit Report
from a Company Secretary in Practice with the Board Report for the said purpose, on the
recommendation of the Audit Committee, the Company appointed M/s. Pooja Gala &
Associates, Practicing Company Secretaries (Formerly known as Ms. Pooja Amit Gala) in
accordance with provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to conduct
the secretarial audit of the Company for the financial year 2023-2024. The Secretarial Audit
Report in Form No. MR -3 for the financial year ended March 31, 2024, is annexed herewith
as an 'Annexure-I' to this Board's Report.

There is various observation given by the secretarial Auditor in their report for the financial
year ended March 31,2024for which following is the explanation:

The Company was facing hardship during the previous financial years which has impacted the timely
Statutory and ethical Compliance. However, the management of the Company has deliberately
discussed the issues internally and has started to take adequate measure for the compliances in future.

24. Significant and material orders:

There were no significant and material orders passed by the regulators or courts or tribunals
impacting the Company's going concern status and/or its future operations.

25. Establishment of Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 ('Act'), the Company is
required to establish an effective Vigil Mechanism for directors and employees to report
genuine concerns.

The Company has a Whistle-blower Policy to encourage and facilitate employees to report
concerns about unethical behavior, actual/ suspected fraud and violation of the Company's
Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the
requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for
adequate safeguards against victimization of persons who avail the same and provides for
direct access to the Chairperson of the Audit Committee. The policy also establishes adequate
mechanisms to enable employees to report instances of leaks of unpublished price-sensitive
information. The Audit Committee of the Company oversees the implementation of the
Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy
on its website https:/ /www.filtronindia.com/policies-and-code-of-conduct.htm

During the year, no person has been declined access to the Audit Committee, wherever
desired.

26. Annual Return:

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

27. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of
the Act, are given in the notes to the Financial Statements.

28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:

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

29. Particulars of Employees and Related Disclosures:

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

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

30. Disclosure Regarding Prevention of Sexual Harassment:

Your company was not required to constitute Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
as there are less than 10 employees in the company.

31. Disclosure under Section 67 (3) (c) of the Companies Act, 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not
exercised directly by the employees of the Company as the provisions of the said section are
not applicable.

32. Reporting of Frauds by Auditors:

The Auditors of the Company have not reported any instances of fraud committed against the
Company by its officers or employees as specified under Section 143(12) of the Companies
Act, 2013.

33. Risk Management:

The Risk Management framework enables identification and evaluation of business risks and
opportunities, seeks to create transparency, minimize adverse impact on business objectives
and enhance the Company's competitive advantage. The Company has adopted a Risk
Management Policy pursuant to Section 134 of Companies Act, 2013. The Company has robust
risk management framework to safeguard to Organization from various risk through
adequate and timely actions. The elements of risk as identified for the Company are set out in
the Management Discussion and Analysis Report forming the part of this Annual Report.

34. Acknowledgement:

Your directors would like to express their appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors
and members during the year under review. Your Directors take on record their deep sense
of appreciation to the contributions made by the employees through their hard work,
dedication, competence, support and co-operation towards the progress of your Company.

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

Sd/-

Sadanand Ganapati Hegde
Chairperson and Whole-time Director
DIN: 00195106

Place: Pune

Date: September 09, 2024

C/o: Plot No.36, WMDC Industrial Area,

Ambethan Road, Chakan, Pune - 410501,

Maharashtra, India