Directors Report of Filtra Consultants & Engineers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 14^th Annual Report of the Board on the performance of the Company and the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025 together with the Auditor''s Report thereon.

1. Financial Results:

The summarized financial results for the financial year ended March 31, 2025, are highlighted as under: (Amount in Rs. Lacs)
Particulars	March 31, 2025	March 31, 2024
Total Income	8729.70	9994.50
Less: Total Expenses excluding Depreciation	8292.98	9502.17
Profit/(Loss) before Depreciation, Exceptional Item and Tax	436.72	492.33
Less: Depreciation	22.80	23.77
Profit/ (Loss) before Tax and Exceptional Item	413.92	468.56
Less: Exceptional Item	0.00	0.00
Less: Tax Expenses	122.53	111.43
Profit/(Loss) after tax	291.39	357.13

2. Brief description of the Company''s working during the year / State of Company''s affairs and Operational Results:

The Company is trading in various water treatment products such as Multiport Valves, Dosing System, Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters etc. Your Company is one stop solution for all water treatment components, providing wide range of components and spares, gives advantage and freedom to the clients to choose products and spares parts as per their requirement. In addition to that the Company also assemble the parts and sell the customized products as per the customer''s needs. The Company runs business through its various branches as well as through its online portal where products are sold on B2B basis.

The total income of the Company stood at Rs. 8,729.70 lakh compared to Rs.9,994.50 lakh in the previous year, with Profit Before Tax at Rs. 413.92 lakh versus Rs. 468.56 lakh last year. While these figures reflect a temporary moderation in topline and margins, it is important to note that these movements were driven primarily by macroeconomic and industry-wide factors. The underlying fundamentals of Company business remain strong, market presence continues to expand, and customer demand for our products and solutions remains robust.

M/s Hydranautics USA, one of the leading manufacturers of RO and Process separation Membranes, has appointed our Company to sell its 4040 range of RO membranes and Specialized Process separation NF, UF and RO Membranes PAN India. These membranes find application in :

i) Pharma Industry to remove endotoxins, in WFI;

ii) Water Recycle in Sugar , Textile, Dye industry; and

iii) Dairy Industry

Company has developed the ability to design and fabricate UF plants using Pentair Norit UF membranes and Norit Non Submerged MBR Membrane, which will give an advantage to the company to grow forward and contribute towards water recycle, water reuse and contribute in a better way towards environment conservation.

As landmark achievement in Current Year 2025 -26 Company has secured the order for Non-Submerged UF Membranes for the Rayapuram CETP in southern India from an OEM, who will be using membranes supplied by us in the treatment plant which will be commissioned on BOM basis by the OEM —an initiative that will not only treat and purify wastewater from textile units but also recover valuable process salts for commercial resale. This is a project of both economic and environmental significance.

Company will also be promoting and using glass media for better and fine filtration instead of natural sand media, this step will give better filtration, will help in saving water used for backwashing. This step will contribute towards environment and water conservation.

Company has sourced few new suppliers for components and accessories which are required when a high value product is sold, addition of these small value components will improve the customer service and more business for the company.

The Management is continuously working on increasing the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates, using IT system, hiring and training sales team, adding new customers by venturing into new market and area and also do better inventory management. The Management is also working on to increasing the online sale through digital marketing and making website user friendly.

During the year under review, the Members had at the 13^th Annual General Meeting (AGM) of the Company held on July 02, 2024 approved the amendment in capital clause of Memorandum of Association for increase of Authorized Capital from Rs.1000 Lacs comprising 1,00,00,000 equity shares of Rs.10 each to Rs.2000 Lacs comprising 2,00,00,000 equity shares of Rs.10 each. The Members had at the said AGM also approved the capitalization of profits and free reserves for issue of Bonus Shares of Rs.274.10 Lacs.

The Company has issued and allotted 27,41,000 equity shares of Rs.10 each aggregating Rs.274.10 Lacs as fully paid-up Bonus Shares in the ratio of 1:3 (i.e. one fully paid-up share against every 3 shares held by the Members) on July 16, 2024. Accordingly, the Paid-up Capital of the Company has increased from Rs.822.30 Lacs comprising 82,23,000 equity shares of Rs.10 each to Rs.1096.40 Lacs comprising 1,09,64,000 equity shares of Rs.10 each.

As on date, the Authorised Capital of the Company was Rs.2000 Lacs comprising 2,00,00,000 equity shares of Rs.10 each. The Issued, subscribed and Paid-up Capital of the Company stands at Rs.1096.40 Lacs comprising 1,09,64,000 equity shares of Rs.10 each.

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

The Company is in the business of selling water treatment products and provides the related services. There was no change in nature of business during the period under report.

4. Reserves:

The Board does not propose to carry any amounts to reserves.

5. Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 2/- (Rupees Two Only) per equity share of Rs. 10/- each fully paid up (i.e. @ 20% per share) for the financial year ended March 31, 2025 out of the profit of the Company for the year 2024-25 and accumulated profit. The total outflow on dividend account will be Rs. 2,19,28,000/- (Rupees Two Crore Nineteen Lac Twenty Eight Thousand Only).

The dividend payment is subject to the approval of the Members at the ensuing Annual General Meeting (''AGM'') and shall be subject to deduction of tax at source. The Dividend will be paid to the Members

whose names appear in the Register of Members/Beneficial Holders as on Book Closure Date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

a) whose names appear as beneficial owners as at the end of the business hours on Tuesday, September 02, 2025 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited, in respect of the shares held in electronic/dematerialized mode; and

b) whose names appear as Members in the Register of Members of the Company as on Tuesday, September 02, 2025, after giving effect to valid transmission or transposition request lodged with the Company/R&TA, in respect of the shares held in physical mode.

Further, the details of unclaimed dividend and due dates for transfer of unclaimed dividend to IEPF account has been given in Notes to the Notice calling 14^th AGM.

6. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Return is as follows: filtra.in/upload/investment/1755851839.Form MGT 7 Web.pdf

7. Auditors:a) Statutory Auditors:

On the recommendation of the Audit Committee and the Board, the Members had at the 13^th AGM held on July 02, 2024 appointed M/s. Rajendra B. Shah & Co, Chartered Accountants, (FRN: 112596W), as the Statutory Auditors of the Company to hold office for a term of five consecutive financial years from the conclusion of the Thirteenth AGM of the Company till the conclusion of the Eighteenth AGM to be held for the financial year 2028-29.

b) Internal Auditors:

M/s. CNK & Associates LLP were Internal Auditors of the Company for the financial year 2024-25. In compliance with the provisions of Section 138 of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, has appointed M/s. CNK & Associates LLP as Internal Auditors of the Company for the financial year 2025-26.

c) Secretarial Auditors:

As required under section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of the Audit Committee, has appointed M/s. Hemanshu Kapadia & Associates (FCS: 3477 and C.P. No.: 2285), Practicing Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2025-26 to undertake the Secretarial Audit of the Company for the financial year 2025-26 and issue Secretarial Audit Report as required under the Act.

8. Auditors Report:a) Statutory Audit Report:

The Auditors'' Report and annexure to the Auditors'' Report are self-explanatory and does not contain any observation/ qualification, therefore, no explanations need to be provided for in this report.

b) Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, who were appointed as the Secretarial Auditors of the Company for the financial year 2024-25, is appended as Annexure - 1 to the Board''s Report. The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification or adverse remark.

9. Conservation of energy, technology absorption and foreign exchange earnings and outgo:A. Conservation of energy:i. The steps taken or impact on conservation of energy:

As the Company is into Design, Service, Assembly, Repair and Service of water treatment Plants as well as trading of various water treatment products, it does not require much energy to operate. Your Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. Even though the operations of the Company are not energy-intensive, the Company on continuous basis has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps taken are listed below:

a) Monitoring the Electricity Expenses on monthly basis,

b) Reducing the wastage in transport by internal Branch Movement as well as the supply to clients. This is challenging but leads to less consumption of energy or Transportation which means less pollution and better Environment,

c) The Company is planning to install Solar Electricity Generation in Head office of Filtra,

d) Installation of LED lights in all the offices of the Company,

e) Using Cross ventilation and time based auto light sensors for less electricity consumption,

f) Use of energy efficient electric equipment,

g) Educating employees and workers for energy conservation, and

h) Provides small value spares and repair services for low value items also which extends the life of Products and reduce the wastage.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement.The Company is planning to install Solar Electricity Generation at its Head office.

iii. The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Company main income is from trading activities hence; no efforts were made for technology absorption. However, the Company is keeping track worldwide on technological development of the products in which it deals to have competitive advantage.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: NilC. Foreign exchange earnings and Outgo:

The Company is majorly engaged in activities relating to trading of water treatment component/ equipment in India. The Company is also engaged in export activities and taking measures for increasing exports, developing new export markets and formulating export plans. Details of total foreign exchange used and earned on actual basis are given below:

(Amount in Rs. Lac)
Particulars	2024-25	2023-24
Foreign exchange earned	180.63	77.26
Foreign exchange used	680.96	354.16

10. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including material transactions entered at arms'' length basis and in ordinary course of business, as provided under third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - 2 to the Board''s Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 26 of the Financial Statements.

11. Particulars of Loans, Guarantees or Investments under section 186:

During the year under report the Company has not given any loans or guarantees to any person, except to the employees of the Company, details of which are given in Note No. 17 of the financial statements. Further, the Company does not have any investment falling within the preview of Section 186 of the Act. However, the Company has invested surplus funds, which was not immediately required, in liquid funds/mutual funds details of which are given in Note No. 13 of the financial statements.

12. Directors and Key Managerial Personnel:a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors and 3 (Three) Executive Directors (Promoters) including a Woman Director (Promoter).

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the applicable Rules thereto and Articles of Association of the Company, Mr. Ketan Khant (DIN: 03506163) retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends to the Members his re-appointment as Director of the Company.

At the 13^th AGM, Mrs. Anjali Khant (DIN: 03506175) was liable to retire by rotation pursuant to Section 152 of the Act and, being eligible, offered herself for re-appointment, was re-appointed at the said AGM.

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company had at their meeting held on September 23, 2024 and November 13, 2024 respectively approved the appointment of following Additional Independent Directors, subject to approval of Members at the 14^th AGM.

(a) Mr. Milind Madhukar Bibikar (DIN: 02632586) as Additional Independent Director for a term of five years with effect from September 23, 2024 upto September 22, 2029;

(b) Mr. Pinaki Bhadury (DIN: 10788323) and Mr. Mahesh Tolaram Ahuja (DIN: 07120487) for a term of five years with effect from November 13, 2024 upto November 12, 2029

The Board recommends the appointment of aforesaid independent Directors.

Mr. Abhay Nalawade ceased to be Independent Director of the Company upon completion of his term on September 30, 2024. Mr. Haresh Malusre and Mr. Yogesh Tavkar ceased to be Independent Directors of the Company upon completion of their term on February 02, 2025.

Other than above there was no change in Directors or Key Managerial Personnel by way of appointment, resignation, death or cessation.

The Company has received declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management.

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. The format of the letter of appointment is available on our website at

http://filtra.in/upload/investment/1535001740.Appointment letter of ID.pdf

As on March 31, 2025 following were the Directors and Key Managerial Personnel in the Company:

1. Mr. Ketan Khant (DIN: 03506163) Chairman & Managing Director - Key Managerial Personnel

2. Mrs. Anjali Khant (DIN: 03506175), Whole-Time Director

3. Mr. Ashfak Mulla (DIN: 03506172), Whole-Time Director

4. Mr. Milind Madhukar Bibikar (DIN: 02632586), Independent Director

5. Mr. Mahesh Tolaram Ahuja (DIN: 07120487), Independent Director

6. Mr. Pinaki Bhadury (DIN: 10788323), Independent Director

7. Ms. Vaishali Pai (PAN: AOWPP3359K), Chief Financial Officer - Key Managerial Personnel

8. Ms. Keshmira Behram Behramkamdin (Membership No. A40724), Company Secretary & Compliance Officer - Key Managerial Personnel

Brief resume of the Director proposed to be re-appointed at the 14^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the Notice convening the 14^th AGM.

Mr. Ketan Khant (DIN: 03506163) and Mrs. Anjali Khant (DIN: 03506175), Directors of the Company, are related to each other (inter-se).

b) Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee had decided that performance of the Board, Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. The Board of Directors was unable to evaluate the performance Independent

Director as they have recently appointed, it was not practicable to evaluate their performance. The Board discussed the same and it was decided to evaluate the performance of each Independent Director of the Company in subsequent meeting.

All the Independent Directors were of the opinion that as they all had recently joined the Board of the Company, they would not be in position to evaluate the performances of Non-independent Directors and Chairman of the Company as on March 31, 2025 and hence it was decided that the evaluation would be done in the subsequent meeting to be held in F.Y 2025-26.

c) Declaration by Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

13. Number of meetings of the Board of Directors:

The Board of Directors met four (4) times during the financial year 2024-25. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Name of the Director	27.05.2024	23.09.2024	13.11.2024	28.02.2025
Mr. Ketan Khant	YES	YES	YES	YES
Mrs. Anjali Khant	YES	NO	YES	NO
Mr. Ashfak Mulla	YES	YES	YES	YES
Mr. Abhay Nalawade (Cessation w.e.f 30.09.2024)	YES	NO	NA	NA
Mr. Yogesh Tavkar (Cessation w.e.f 02.02.2025)	YES	YES	YES	NA
Mr. Haresh Malusare (Cessation w.e.f 02.02.2025)	YES	YES	YES	NA
Mr. Milind Madhukar Bibikar (Appointed w.e.f 23.09.2024)	NA	NA	YES	YES
Mr. Mahesh Tolaram Ahuja (Appointed w.e.f 13.11.2024)	NA	NA	NA	YES
Mr. Pinaki Bhadury (Appointed w.e.f 13.11.2024)	NA	NA	NA	YES

14. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders'' Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2025, the Audit Committee comprised of three Independent Directors namely, Mr. Mahesh Tolaram Ahuja (DIN: 07120487), Mr. Milind Bibikar (DIN: 02632586) and Mr. Pinaki Bhadury (DIN: 10788323), where Mr. Mahesh Tolaram Ahuja (DIN: 07120487) acts as the Chairman of the

Committee. Further, Ms. Keshmira Behram Behramkamdin, Company Secretary and Compliance Officer of the Company, acts as Secretary of the Committee.

During the year, Mr. Abhay Nalawade ceased to be member of the Audit Committee consequent upon he ceased to be an Independent Director upon completion of his term on September 30, 2024. Mr. Haresh Malsure ceased to be a Chairman and Mr. Yogesh Tavkar ceased to be a member of the Audit Committee consequent upon they ceased to be Independent Directors of the Company upon completion of their term on February 02, 2025. Accordingly, the Board had reconstituted the Audit Committee appointing Mr. Milind Bibikar as a member, Mr. Mahesh Ahuja as a Chairman of the Committee and Mr. Pinaki Bhadury as a member of the Committee.

All the Members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Name of Committee Members	27.05.2024	23.09.2024	13.11.2024	28.02.2025
Mr. Haresh Malusare	YES	YES	YES	NA
Mr. Abhay Nalawade	YES	NO	NA	NA
Mr. Yogesh Tavkar	YES	YES	YES	NA
Mr. Mahesh Tolaram Ahuja	NA	NA	NA	YES
Mr. Milind Madhukar Bibikar	NA	NA	YES	YES
Mr. Pinaki Bhadury	NA	NA	NA	YES

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism, from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Mahesh Tolaram Ahuja (DIN: 07120487), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company''s website at the link: http:/ / www.filtra.in/upload/investment/1529333294.16.pdf

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee (NRC) in conformity with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2025, the NRC was comprised of three Independent Directors namely, Mr. Milind Bibikar (DIN: 02632586), Mr. Mahesh Tolaram Ahuja (DIN: 07120487) and Mr. Pinaki Bhadury (DIN: 10788323), where Mr. Milind Bibikar (DIN: 02632586) acted as the Chairman of the Committee. Further, Ms. Keshmira Behram Behramkamdin, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

During the year, Mr. Abhay Nalawade ceased to be a Chairman of the NRC consequent upon he ceased to be an Independent Director upon completion of his term on September 30, 2024. Mr. Haresh Malsure and Mr. Yogesh Tavkar ceased to be members of the NRC consequent upon they ceased to be Independent Directors of the Company upon completion of their term on February 02, 2025. Accordingly, the Board had reconstituted the NRC appointing Mr. Milind Bibikar as a Chairman, Mr. Mahesh Ahuja and Mr. Pinaki Bhadury as members of the NRC.

The appointment of the Directors and Key Managerial Personnel is recommended by the NRC to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 3 to the Board''s Report. The Nomination and Remuneration Policy may be accessed on the Company''s website at the link:

https:/ / www.filtra.in/upload/investment/1529333364.19.pdf

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board''s Report.

The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Name of Committee Members	27.05.2024	19.09.2024
Mr. Abhay Nalawade	YES	NO
Mr. Haresh Malusare	YES	YES
Mr. Yogesh Tavkar	YES	YES

C. Stakeholders'' Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders''/investors'' complaints, the Stakeholders'' Relationship Committee was constituted. The role of the Committee is to consider and resolve security holders'' complaint and to attend all the investors'' request. The constitution and terms of reference of the Stakeholders'' Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2025, the Stakeholders'' Relationship Committee was comprised of Mr. Pinaki Bhadury (DIN: 10788323), Mr. Mahesh Tolaram Ahuja (DIN: 07120487) and Mr. Milind Bibikar (DIN: 02632586), where Mr. Pinaki Bhadury (DIN: 10788323) acted as the Chairman of the Committee.

During the year, Mr. Abhay Nalawade ceased to be member of the Stakeholders'' Relationship Committee consequent upon he ceased to be an Independent Director upon completion of his term on September 30, 2024. Mr. Haresh Malsure ceased to be a Chairman and Mr. Yogesh Tavkar ceased to be a member of the said Committee consequent upon they ceased to be Independent Directors of the Company upon completion of their term on February 02, 2025. Accordingly, the Board had reconstituted the Stakeholders'' Relationship Committee appointing Mr. Milind Bibikar as a member , Mr. Pinaki Bhadury as Chairman of the Committee and Mr. Mahesh Ahuja as a Member of the Committee.

The details of number of Committee Meetings held during the year 2024-25 and attendance of Members of the Committee are given in table below:

Name of Committee Members	27.05.2024	13.11.2024	28.02.2025
Mr. Yogesh Tavkar	YES	YES	NA
Mr. Abhay Nalawade	YES	NA	NA
Mr. Haresh Malusare	YES	YES	NA
Mr. Milind Bibikar	NA	YES	YES
Mr. Pinaki Bhadury	NA	NA	YES
Mr. Mahesh Tolaram Ahuja	NA	NA	YES

15. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is appended as Annexure - 4 of the Board''s Report.

16. Directors'' Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors'' Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have 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 at the end of the financial year ended on March 31, 2025 and of the profit of the Company for that period;

c) they 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2025; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2025.

17. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board''s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2024-25, is appended as Annexure - 5 to the Board''s Report.

The names of top ten employees of the Company in terms of remuneration drawn for the financial year 2024-25, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Board''s Report.

18. Report on Corporate Governance:

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

Being listed on SME Exchange of BSE Ltd., as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained in the said Regulations are not applicable to your Company, hence your Company is not required to give report on Corporate Governance. Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

19. Cost Records:

As the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 was not applicable on the Company; the Company was not required to maintain Cost records.

20. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company''s ''Strategy of Organisation'' and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

• The Risk management policy of the Company clearly lays down the roles and responsibilities of the entity in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter-alia, provides the foundation for your Company''s Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting by Internal Auditors.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to ensure comply with the various provisions and compliances under applicable laws.

21. Internal Control System and their Adequacy:

Adequate internal controls, systems and checks are in place, which commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically reviews the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in place. The Management also improvise the various Standard Operating Process (SoP) based on findings of Internal Auditors as well review of SoPs by the Management.

22. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2024-25. Your Directors state that Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further below are the details complaints for FY 24-25:

1. number of complaints of sexual harassment received in the year - NIL

2. number of complaints disposed off during the year - NA

3. number of cases pending for more than ninety days - NA

23. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

24. Statement on Compliance of Maternity Benefit ACT 1961:

In accordance with recently amended Companies (Accounts) Second Amendment Rules, 2025 dated 30th May, 2025, the Company states that Company is in compliance with the provision relating to the maternity Benefit Act 1961 to the extent applicable.

25. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/event on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) 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);

d) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report;

e) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future;

f) Details relating to deposits covered under Chapter V of the Act;

g) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company;

h) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors;

i) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act;

j) Details of Subsidiary/Associates/Joint Venture Company as the Company was not having any. Subsidiary/Associates/Joint Venture Company;

k) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016 as such there was no such application made or proceeding pending; and

l) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions as there was no one time settlement was made with the Banks or Financial Institutions

26. Acknowledgments:

Your Directors take this opportunity to thank Filtra''s customers, Members, suppliers, bankers, business partners and associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Finally, your Directors would like to record sincere appreciation to the employees of the Company at all levels for their hard work and commitment.

For and on behalf of Board of Directors Filtia Consultants and Engineers Limited,Sd/-Ketan Khant

Chairman and Managing Director (DIN: 03506163)

Address: 17-34-A, Kutchi House, Brahmanwada Road, Matunga, Mumbai - 400019

Date: August 14, 2025 Place: Mumbai

---

Mar 31, 2024

The Directors have pleasure in presenting the 13^th Annual Report of the Board on the performance of the Company and the Standalone Audited Financial Statement of the Company for the financial year ended March 31, 2024 together with the Auditor''s Reports thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2024, are highlighted as under:

(Amount in Rs. Lacs)
Particulars	March 31, 2024	March 31, 2023
Total Income	10,029.28	9,098.36
Less: Total Expenses excluding Depreciation	9,536.95	8,627.80
Profit/(Loss) before Depreciation, Exceptional Item and Tax	492.33	470.56
Less: Depreciation	23.77	17.83
Profit/ (Loss) before Tax and Exceptional Item	468.56	452.73
Less: Exceptional Item	0.00	0.00
Less: Tax Expenses	111.43	108.41
Profit/(Loss) after tax	357.14	344.32

2. Brief description of the Company''s working during the year / State of Company''s affairs and Operational Results:

The Company is trading in various water treatment products such as Multiport Valves, Dosing System, Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters etc. Your Company is one stop solution for all water treatment components, providing wide range of components and spares, gives advantage and freedom to the clients to choose products and spares parts as per their requirement. In addition to that the Company also assemble the parts and sell the customized products as per the customer''s needs. The Company runs business through its various branches as well as through its online portal where products are sold on B2B basis.

The Company has performed well in the year 2023-24 and crossed marked of Rs. 100 Crore of total income. The total income of the Company for the year 2023-24 increased to Rs. 10,029.28 Lac from Rs.9,098.36 Lac in previous year registering a growth of 10.23%. Further, the Profit after tax for the year 2023-24 was to Rs. 357.14 Lac as compared to Profit after tax of Rs. 344.32 Lac in previous year, registering a growth of 3.72%.

M/s Hydranautics USA, one of the leading manufacturers of RO and Process separation Membranes, has appointed our Company to sell its 4040 range of RO membranes and Specialized Process separation NF , UF and RO Membranes PAN India. These membranes find application in :

i) Pharma Industry to remove endotoxins, in WFI;

ii) Water Recycle in Sugar , Textile, Dye industry; and

iii) Dairy Industry

Company has developed the ability to design and fabricate UF plants using Pentair Norit UF membranes and Norit Non Submerged MBR Membrane, which will give an advantage to the company to grow forward and contribute towards water recycle, water reuse and contribute in a better way towards environment conservation.

Company will also be promoting and using glass media for better and fine filtration instead of natural sand media, this step will give better filtration, will help in saving water used for backwashing. This step will contribute towards environment and water conservation.

Company has sourced few new suppliers for components and accessories which are required when a high value product is sold, addition of these small value components will improve the customer service and more business for the company.

The Management is continuously working on increasing the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates, using IT system, hiring and training sales team, adding new customers by venturing into new market and area and also do better inventory management. The Management is also working on to increasing the online sale through digital marketing and making website user friendly.

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

The Company is in the business of selling water treatment products and provides the related services. There was no change in nature of business during the period under report.

4. Reserves:

The Board does not propose to carry any amounts to reserves.

5. Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 3/- (Rupees Three Only) per equity share of Rs. 10/- each fully paid up (i.e. @ 30% per share) for the financial year ended March 31, 2024 out of the profit of the Company for the year 2023-24 and accumulated profit. The total outflow on dividend account will be Rs. 2,46,69,000/- (Rupees Two Crore Forty Six Lac Sixty Nine Thousand Only).

The dividend payment is subject to the approval of the Members at the ensuing Annual General Meeting (''AGM'') and be paid to the Members whose names appear in the Register of Members/Beneficial Holders as on Book Closure Date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

a) whose names appear as beneficial owners as at the end of the business hours on Tuesday, June 25, 2024 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited, in respect of the shares held in electronic/dematerialized mode; and

b) whose names appear as Members in the Register of Members of the Company as on Tuesday, June 25, 2024, after giving effect to valid transmission or transposition request lodged with the Company/R&TA, in respect of the shares held in physical mode.

Further, the details of unclaimed dividend and due dates for transfer of unclaimed dividend to IEPF account has been given in Notes to the Notice calling 13^th AGM.

6. Bonus Issue:

The Company has sufficient Surplus to its credit. Hence, the Board decided that the Members of the Company be given the benefit of the reserves and surplus built by the Company and therefore, the Board recommends issue of 27,41,000 Equity Shares of Rs.10/- each as fully paid-up bonus Equity Shares in the ratio of 1:3 (i.e. One fully paid up Equity Share of Rs. 10/- each as bonus against every three fully paid up Equity Shares of Rs. 10/- each held by the Members) by capitalizing a sum of Rs. 2,74,10,000/- (Rupees Two Crore Seventy Four Lac Ten Thousand Only) out of the Company''s surplus account as per the audited accounts of the Company for the financial year ended March 31, 2024. The Board recommends the issue of bonus shares by way of capitalization of surplus for Members approval in the 13^th AGM. If approved by the Members, the Bonus Shares shall be allotted to those persons whose names are appearing in the Register of Members/ List of Beneficial owners as on Record date fixed for the same.

7. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https://www.filtra.in/upload/investment/1716822236.Form MGT 7 Web.pdf.

8. Auditors:

a) Statutory Auditors:

M/ s. Krunal M. Shah & Co., existing Statutory Auditors of the Company, will be completing the second term of 5 years as Statutory Auditors of the Company in the ensuing AGM. In terms of Section 139(2) of the Companies Act, 2013 read with Rules made thereunder, they are not eligible for reappointment.

In view of the provisions of Section 139 of the Companies Act, 2013 read with Rules made thereunder and based on the recommendation given by the Audit Committee, the Board, subject to the approval of Members, has approved appointment of M/s. Rajendra B. Shah & Co, Chartered Accountants, (FRN: 112596W) as the Statutory Auditor of the Company for a period of five years i.e. from the conclusion of the ensuing AGM till the conclusion of AGM to be held for the financial year 2028-29 and recommended the same to the Members for approval.

The Company has received a certificate from the said firm to the effect that their appointment, if made in ensuing AGM, would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and expressed their willingness to act as Statutory Auditors of the Company.

b) Internal Auditors:

M/ s. CNK & Associates LLP were Internal Auditors of the Company for the financial year 2023-24. In compliance with the provisions of Section 138 of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, has appointed M/s. CNK & Associates LLP as Internal Auditors of the Company for the financial year 2024-25.

c) Secretarial Auditors:

As required under section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of the Audit Committee, has appointed M/s. Hemanshu Kapadia & Associates (FCS: 3477 and C.P. No.: 2285), Practicing Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2024-25 to undertake the Secretarial Audit of the Company for the financial year 2024-25 and issue Secretarial Audit Report as required under the Act.

9. Auditors Report:a) Statutory Audit Report:

The Auditors'' Report and annexure to the Auditors'' Report are self-explanatory and does not contain any observation/ qualification therefore, no explanations need to be provided for in this report.

b) Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, who were appointed as the Secretarial Auditors of the Company for the financial year 2023-24, is appended as Annexure - 1 to the Board''s Report.

The Secretarial Audit Report for the financial year 2023-24 contains one observation. Observation of Secretarial Auditors and Management reply for the same is given as under:

Sr. No.	Secretarial Auditors'' Observation	Management reply
1	The Company is maintaining Structured Digital Database, as required under regulation 3 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. During the financial year, the Computer system (hardware), on which the software of Structured Digital Database was installed, was crashed. With the help of software vendor, the Company has reinstalled the software on the new Computer system (hardware). The back-up of the Structured Digital Database was not available.	The Company was maintaining Structured Digital Database in compliance of the SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the system used to maintain Structured Digital Database was crashed which was beyond the Company''s control. The Company has immediately connected to the Software provider and re-installed software on the newly purchased system with latest configuration. The Company is taking help of expert to retrieve the data.

10. Conservation of energy, technology absorption and foreign exchange earnings and outgo:A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

As the Company is into Design, Service, Assembly, Repair and Service of water treatment Plants as well as trading of various water treatment products, it does not require much energy to operate. Your Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. Even though the operations of the Company are not energy-intensive, the Company on continuous basis has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below:

a) Monitoring the Electricity Expenses on monthly basis,

b) Reducing the wastage in transport by internal Branch Movement as well as the supply to clients. This is challenging but leads to less consumption of energy or Transportation which means less pollution and better Environment,

c) The Company is planning to install Solar Electricity Generation in Head office of Filtra,

d) Installation of LED lights in all the offices of the Company,

e) Using Cross ventilation and time based auto light sensors for less electricity consumption,

f) Use of energy efficient electric equipment,

g) Educating employees and workers for energy conservation, and

h) Provides small value spares and repair services for low value items also which extends the life of Products and reduce the wastage.

11. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement.The Company is planning to install Solar Electricity Generation at its Head office.

iii. The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Company main income is from trading activities hence; no efforts were made for technology absorption. However, the Company is keeping track worldwide on technological development of the products in which it deals to have competitive advantage.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

The Company is majorly engaged in activities relating to trading of water treatment component/ equipment in India. The Company is also engaged in export activities and taking measures for increasing exports, developing new export markets and formulating export plans. Details of total foreign exchange used and earned on actual basis are given below:

(Amount in Rs. Lac)
Particulars	2023-24	2022-23
Foreign exchange earned	77.26	237.10
Foreign exchange used	354.16	114.08

11. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including material transactions entered at arms'' length basis and in ordinary course of business, as provided under third proviso to Section 188(1), in prescribed Form No. AOC -2 is appended as Annexure - 2 to the Board''s Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 26 of the Financial Statement.

12. Particulars of Loans, Guarantees or Investments under section 186:

During the year under report the Company has not given any loans or guarantees to any person, except employees of the Company details of which are given in Note No. 17 of the financial statements. Further, the Company does not have any investment falling within the preview of Section 186 of the Act. However the Company has invested surplus funds, which was not immediately required, in liquid funds/mutual funds details of which are given in Note No. 13 of the financial statements.

13. Directors and Key Managerial Personnel:a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors and 3 (Three) Executive Directors (Promoters) including a Woman Director (Promoter).

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the applicable Rules thereto and Articles of Association of the Company, Ms. Anjali Khant (DIN: 03506175) retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. The Board recommends to the Members her re-appointment as Director of the Company.

At the 12^th AGM Mr. Ashfak Mulla (DIN: 03506172) was liable to retire by rotation pursuant to Section 152 of the Act and, being eligible, offered himself for re-appointment, was re-appointed at the said AGM.

As tenure of Executive Directors, namely, Mr. Ketan Khant (DIN: 03506163), Mrs. Anjali Khant (DIN: 03506175) and Mr. Ashfak Mulla (DIN: 03506172), was expiring on March 31, 2024, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, in its meeting held on August 18, 2023 has approved their re-appointment for a further period of three years w.e.f. April 01, 2024 to March 31, 2027, which was subject to the approval of the Members. The Members at its 12^th AGM held on September 22, 2023 has approved their re-appointment.

Other than above there was no change in Directors or Key Managerial Personnel by way of appointment, resignation, death or cessation.

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. The format of the letter of appointment is available on our website at

http://filtra.in/upload/investment/1535001740.Appointment letter of ID.pdf

As on March 31, 2024 following were the Directors and Key Managerial Personnel in the Company:

1. Mr. Ketan Khant (DIN: 03506163) Chairman & Managing Director - Key Managerial Personnel

2. Mrs. Anjali Khant (DIN: 03506175), Whole-Time Director

3. Mr. Ashfak Mulla (DIN: 03506172), Whole-Time Director

4. Mr. Abhay Nalawade (DIN: 00342055), Independent Director

5. Mr. Haresh Malusare (DIN: 02246773), Independent Director

6. Mr. Yogesh Tavkar (DIN: 07011793), Independent Director

7. Ms. Vaishali Pai (PAN: AOWPP3359K), Chief Financial Officer - Key Managerial Personnel

8. Ms. Keshmira Behram Behramkamdin (Membership No. A40724), Company Secretary & Compliance Officer - Key Managerial Personnel

Brief resume of the Director proposed to be re-appointed at the 13^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the Notice convening the 13^th AGM.

Mr. Ketan Khant (DIN: 03506163) and Mrs. Anjali Khant (DIN: 03506175), Directors of the Company, are related to each other (inter-se).

b) Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee had decided that performance of the Board, Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on March 04, 2024 (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at their separate meeting held on March 04, 2024. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-independent Directors were having good business and leadership skills. The Independent Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

c) Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013, there has been no change in the circumstances affecting their status as Independent Directors of the Company and that they are not disqualified to become Independent Directors under the Act. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

14. Number of meetings of the Board of Directors:

The Board of Directors met four (4) times during the financial year 2023-24. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Name of the Director	25.05.2023	18.08.2023	06.11.2023	04.03.2024
Mr. Ketan Khant	Yes	Yes	Yes	Yes
Mrs. Anjali Khant	Yes	Yes	No	No
Mr. Ashfak Mulla	Yes	Yes	No	Yes
Mr. Abhay Nalawade	Yes	Yes	Yes	Yes
Mr. Yogesh Tavkar	Yes	Yes	Yes	Yes
Mr. Haresh Malusare	Yes	Yes	Yes	Yes

15. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders'' Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2024, the Audit Committee comprised of three Independent Directors namely, Mr. Haresh Malusare (DIN: 02246773), Mr. Abhay Nalawade (DIN: 00342055) and Mr. Yogesh Tavkar (DIN: 07011793), where Mr. Haresh Malusare (DIN: 02246773) acted as the Chairman of the Committee. Further, Ms. Keshmira Behram Behramkamdin, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

All the Members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of Committee Members	25.05.2023	18.08.2023	06.11.2023	04.03.2024
Mr. Haresh Malusare	Yes	Yes	Yes	Yes
Mr. Abhay Nalawade	Yes	Yes	Yes	Yes
Mr. Yogesh Tavkar	Yes	Yes	Yes	Yes

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism, from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Haresh Malusare (DIN: 02246773), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company''s website at the link: http://www.filtra.in/upload/investment/1529333294.16.pdf

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2024, the Nomination and Remuneration Committee was comprised of three Independent Directors namely, Mr. Abhay Nalawade (DIN: 00342055), Mr. Haresh Malusare (DIN: 02246773) and Mr. Yogesh Tavkar (DIN: 07011793), where Mr. Abhay Nalawade (DIN: 00342055) acted as the Chairman of the Committee. Further, Ms. Keshmira Behram Behramkamdin, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your Company has devised the Nomination and Remuneration Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 3 to the Board''s Report. The Nomination and Remuneration Policy may be accessed on the Company''s website at the link: https: / / www.filtra.in/upload/investment/1529333364.19.pdf The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board''s Report.

Only one meeting of the Nomination & Remuneration Committee held during the year 2023-24 on August 18, 2023 which was attended by all the Committee Members.

C. Stakeholders'' Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders''/investors'' complaints, the Stakeholders'' Relationship Committee was constituted. The role of the Committee is to consider and resolve security holders'' complaint and to attend all the investors'' request. The constitution and terms of reference of the Stakeholders'' Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2024, the Stakeholders'' Relationship Committee was comprised of Mr. Yogesh Tavkar (DIN: 07011793), Mr. Abhay Nalawade (DIN: 00342055) and Mr. Haresh Malusare (DIN: 02246773), where Mr. Yogesh Tavkar (DIN: 07011793) acted as the Chairman of the Committee.

The details of number of Committee Meetings held during the year 2023-24 and attendance of Members of the Committee are given in table below:

Name of Committee Members	25.05.2023	06.11.2023	04.03.2024
Mr. Yogesh Tavkar	Yes	Yes	Yes
Mr. Abhay Nalawade	No	Yes	Yes
Mr. Haresh Malusare	Yes	Yes	Yes

16. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is

appended as Annexure - 4 of the Board''s Report.

17. Directors'' Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your

Directors subscribe to the Directors'' Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have 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 at the end of the financial year ended on March 31, 2024 and of the profit of the Company for that period;

c) they 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2024; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2024.

18. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board''s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24, is appended as Annexure - 5 to the Board''s Report.

The names of top ten employees of the Company in terms of remuneration drawn for the financial year 2023-24, as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 6 to the Board''s Report.

19. Report on Corporate Governance:

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

Being listed on SME Exchange of BSE Ltd., as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained in the said Regulations are not applicable to your Company hence your Company is not required to give report on Corporate Governance. Even though the provisions of Corporate Governance are not applicable to the Company, the Company in words and spirit follows the most of the provisions of Corporate Governance.

20. Cost Records:

As the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 was not applicable on the Company; the Company was not required to maintain Cost records.

21. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company''s ''Strategy of Organisation'' and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

• The Risk management policy of the Company clearly lays down the roles and responsibilities of the entity in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter-alia, provides the foundation for your Company''s Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring

formulation of appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting by Internal Auditors.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

22. Internal Control System and their Adequacy:

Adequate internal controls, systems and checks are in place, which commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically reviews the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in place. The Management also improvise the various Standard Operating Process (SoP) based on findings of Internal Auditors as well review of SoPs by the Management.

23. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2023-24. Your Directors state that Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

25. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/event on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) 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);

d) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report;

e) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future;

f) Details relating to deposits covered under Chapter V of the Act;

g) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company;

h) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there was no such frauds reported by the Auditors;

i) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act;

j) Details of Subsidiary/Associates/Joint Venture Company as the Company was not having any. Subsidiary/Associates/Joint Venture Company;

k) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016 as such there was no such application made or proceeding pending; and

l) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions as there was no one time settlement was made with the Banks or Financial Institutions.

26. Acknowledgments:

Your Directors take this opportunity to thank Filtra''s customers, Members, suppliers, bankers, business partners and associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Finally, your Directors would like to record sincere appreciation to the employees of the Company at all levels for their hard work and commitment.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 12^th Annual Report of the Company and the Standalone Audited Financial Statement of the Company for the financial year ended March 31, 2023 together with the Auditor''s Reports thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2023, are highlighted as under:

Particulars	March 31, 2023	March 31, 2022
Total Income	9,098.36	7,425.24
Less: Total Expenses excluding Depreciation	8627.80	6,990.88
Profit/ (Loss) before Depreciation, Exceptional Item and Tax	470.56	434.36
Less: Depreciation	17.83	17.60
Profit/ (Loss) before Tax and Exceptional Item	452.73	416.76
Less: Exceptional Item	---	2.04
Less: Tax Expenses	108.41	113.93
Profit/ (Loss) after tax	344.32	300.79

2. Brief description of the Company''s working during the year/State of Company''s affairs and Operational Results:

The Company is trading in various water treatment products such as Multiport Valves, Dosing System, Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters etc. Your Company is one stop solution for all water treatment components, providing wide range of components and spares, gives advantage and freedom to the clients to choose products and spares parts as per their requirement. In addition to that the Company also assemble the parts and sale the customized products as per the customer''s needs. The Company runs business through its various branches as well as through its online portal where products are sold on B2B basis.

The Company has done exceptionally well in the year 2022-23. The income from operation of the Company increased to Rs. 9,066.02 Lac from Rs. 7,391.17 Lac in previous year registering a growth of 22.66%. Further, the Profit after tax increased to Rs. 344.32 Lac from Rs. 300.79 Lac in previous year, registering a growth of 14.47%. The reason for increase is due to better inventory Management, increase in sales and control on expenses.

The Management is continuously working on increasing the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates, adding new customers by venturing into new market and area and also do better inventory management.

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

The Company is in the business of selling water treatment products and provides the related services. There was no change in nature of business during the period under report.

4. Reserves:

The Board does not propose to carry any amounts to reserves.

5. Dividend:

To conserve resources for future, your Directors do not recommend any dividend for the financial year under review.

6. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and which shall be treated as part of this Report. The link of the Annual Report is as follows: https://www.filtra.in/upload/investment/1692787953.Form MGT-7 - 22-23 web.pdf

7. Details of Subsidiary/Toint Ventures/Associate Companies:

The Company does not have any Subsidiary, Joint Venture or Associate Company as on March 31, 2023. During the year under report, pursuant to approval of strike-off application filed by Of Water Private Limited, Subsidiary Company of the Company, the said Company was closed w.e.f. April 01, 2022 and hence, it ceased to be Subsidiary of the Company.

As there was no subsidiary/associates/joint venture Company of the Company as on March 31, 2023, providing Form AOC-1 is not applicable to the Company.

8. Auditors:

a) Statutory Auditors:

At the 8^th Annual General Meeting held on August 22, 2019, M/ s. Krunal Shah & Co. (Firm Registration No. 131794W), Chartered Accountants, were appointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e. till the Annual General Meeting to be held for the financial year 2023-24.

b) Internal Auditors:

M/s. CNK & Associates LLP was Internal Auditors of the Company for the financial year 2022-23. In compliance with the provisions of Section 138 of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, has appointed M/s. CNK & Associates LLP as Internal Auditors of the Company for the financial year 2023-24.

c) Secretarial Auditors:

As required under section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the recommendation of the Audit Committee, has appointed M/s. Hemanshu Kapadia & Associates (FCS: 3477 and C.P. No.: 2285), Practicing Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2023-24 to undertake the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report as required under the Act.

9. Auditors Report:

a) Statutory Audit Report:

The Auditors'' Report and annexure to the Auditors'' Report are self-explanatory and does not contain any observation/qualification therefore, no explanations need to be provided for in this report.

b) Secretarial Audit Report:

The Secretarial Audit Report in form MR-3 issued by M/ s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, who were appointed as the Secretarial Auditors of the Company for the financial year 2022-23, is appended as Annexure - 1 to the Board''s Report. The Secretarial Audit Report for the financial year 2022 - 23 contains one observation. Observation of Secretarial Auditors and Management reply for the same is given as under:

Sr. No.	Secretarial Auditors'' Observation	Management reply
1	The Company Secretary and Compliance Officer of the Company had resigned w.e.f. closing working hour of June 23, 2022. The Board has appointed Ms. Keshmira Behram Behramkamdin (Membership No.: A40724) as Wholetime Company Secretary and Compliance Officer w.e.f. November 12, 2022 i.e. within 6 months from the date of resignation. Hence, there was no Company Secretary acted as Compliance Officer during the audit period starting from June 24, 2022, 2020 till November 11, 2022.	The Company Secretary and Compliance Officer of the Company had resigned w.e.f. closing working hour of June 23, 2022. At that point of time there was no time period prescribed under the SEBI Listing Regulations, 2015 to fill the said vacancy however, as per the provisions of Section 203 of the Companies Act, 2013, the vacancy in the office of Company Secretary can be filled within 6 months. The Company has appointed Ms. Keshmira Behram Behramkamdin (Membership No.: A40724) as Whole-time Company Secretary and Compliance Officer w.e.f. November 12, 2022 i.e. within 6 months from the date of resignation.

10. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

As the Company is trading Company and does not have any manufacturing activity, it does not require much energy to operate. Your Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. Even though the operations of the Company are not energy-intensive, the Company on continuous basis has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below:

a) Monitoring the Electricity Expenses on monthly basis,

b) Reducing the wastage in transport by internal Branch Movement as well as the supply to clients. This is challenging but leads to less consumption of energy or Transportation which means less pollution and better Environment,

c) The Company is planning to install Solar Electricity Generation in Head office of Filtra,

d) Installation of LED lights in all the offices of the Company,

e) Cross ventilation and time based auto light sensors for less electricity consumption,

f) Use of energy efficient electric equipment, and

g) Educating employees and workers for energy conservation.

11. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement. The Company is planning to install Solar Electricity Generation in Head office of Filtra

iii. The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Company is a trading Company hence; no efforts were made for technology absorption. However, the Company is keeping track worldwide on technological development of the products in which it deals to have competitive advantage.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

The Company is majorly engaged in activities relating to trading of water treatment component/ equipment in India. The Company is also engaged in export activities and taking measures for increasing exports, developing new export markets and formulating export plans. Details of total foreign exchange used and earned on actual basis are given below:

(Amount in Rs. Lac)
Particulars	2022-23	2021-22
Foreign exchange earned	237.10	NIL
Foreign exchange used	114.08	375.33

11. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including transactions entered at arms'' length under third proviso, in prescribed Form No. AOC -2 is appended as Annexure - 2 to the Board''s Report.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the Note No. 26 of the Financial Statement.

12. Particulars of Loans, Guarantees or Investments under section 186:

During the year under report the Company has not given any loans or guarantees to any person, except employees of the Company details of which are given in Note No. 17 of the financial statements. Further, the Company does not have any investment falling within the preview of Section 186 of the Act. However, the Company has invested surplus funds, which was not immediately required, in liquid funds/mutual funds.

13. Directors and Key Managerial Personnel:

a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report, your Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors and 3 (Three) Executive Directors (Promoters) including a Woman Director (Promoter).

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the applicable Rules thereto and Articles of Association of the Company, Mr. Ashfak Mulla (DIN: 03506172) retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. The Board recommends to the Members his re-appointment as Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the Members in its 10^th AGM had approved re-appointment of Mr. Ketan Khant (DIN: 03506163) as Managing Director and Mrs. Anjali Khant (DIN: 03506175) & Mr. Ashfak Mulla (DIN: 03506172) as Whole-time Directors of the Company for a further period of three years w.e.f. April 01, 2021 i.e. till March 31, 2024 and approved their remuneration. As their tenure is expiring soon, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, in its meeting held on August 18, 2023 has approved their re-appointment for a further period of three years w.e.f. April 01, 2024 to March 31, 2027, which is subject to the approval of the Members at the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 27, 2023 has approved increase in sitting fees of Independent Directors as follows:

a) Rs. 25,000/- per quarterly Board Meeting effective immediately; and

b) Rs. 30,000/- per quarterly Board Meeting to be held on or after April 01, 2023.

In the said meeting, remuneration of the executive Directors were also increased, details of which were given in notice of 12^th AGM.

Ms. Shikha Sunil Chaurasia (Membership No.: A59412) acted as Whole-time Company Secretary and Compliance Officer of the Company till she tendered her resignation from the Company w.e.f. June 23, 2022. Thereafter, the Board of Directors in its meeting held on November 12, 2022 has appointed Ms. Keshmira Behram Behramkamdin (Membership No.: A40724) as Company Secretary and Compliance Officer w.e.f. November 12, 2022.

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. The format of the letter of appointment is available on our website at

http://filtra.in/upload/investment/1535001740.Appointment letter of ID.pdf

As on March 31, 2023 following were the Directors and Key Managerial Personnel in the Company:

1. Mr. Ketan Khant (DIN: 03506163) Chairman & Managing Director - Key Managerial Personnel

2. Mrs. Anjali Khant (DIN: 03506175), Whole-Time Director

3. Mr. Ashfak Mulla (DIN: 03506172), Whole-Time Director

4. Mr. Abhay Nalawade (DIN: 00342055), Independent Director

5. Mr. Haresh Malusare (DIN: 02246773), Independent Director

6. Mr. Yogesh Tavkar (DIN: 07011793), Independent Director

7. Ms. Vaishali Pai (PAN: AOWPP3359K), Chief Financial Officer - Key Managerial Personnel

8. Ms. Shikha Chaurasia (Membership No. A59412), Company Secretary & Compliance Officer -Key Managerial Personnel (She resigned from the Company w.e.f June 23, 2022)

9. Ms. Keshmira Behram Behramkamdin (Membership No. A40724), Company Secretary & Compliance Officer - Key Managerial Personnel (appointed w.e.f November 12, 2022)

Brief resume of the Directors proposed to be re-appointed at the 12^th AGM, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the Notice convening the 12^thAGM.

Mr. Ketan Khant (DIN: 03506163) and Mrs. Anjali Khant (DIN: 03506175), Directors of the Company, are related with each other (inter-se).

b) Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee had decided that performance of the Board, Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on February 27, 2023 (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed person and brought their rich experience to the deliberations of the Board and suggesting new system and process to improve performance of the Company.

The performance of all the Non-Independent Directors was evaluated by the Independent Directors at their separate meeting held on February 27, 2023. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-independent Directors were having good business and leadership skills. The Independent Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They were satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

c) Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act and that they are independent of the Management.

14. Number of meetings of the Board of Directors:

The Board of Directors met four (4) times during the financial year 2022-23. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Name of the Director	25.05.2022	12.08.2022	12.11.2022	27.02.2023
Mr. Ketan Khant	Yes	Yes	Yes	Yes
Mrs. Anjali Khant	Yes	Yes	No	No
Mr. Ashfak Mulla	Yes	No	Yes	Yes
Mr. Abhay Nalawade	No	No	Yes	Yes
Mr. Yogesh Tavkar	Yes	Yes	Yes	Yes
Mr. Haresh Malusare	Yes	Yes	Yes	Yes

15. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders'' Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2023, the Audit Committee was comprised of three Independent Directors namely, Mr. Haresh Malusare (DIN: 02246773), Mr. Abhay Nalawade (DIN: 00342055) and Mr. Yogesh Tavkar (DIN: 07011793), where Mr. Haresh Malusare (DIN: 02246773) acted as the Chairman of the Committee. Further, Ms. Shikha Chaurasia, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee till her resignation. Thereafter, Ms. Keshmira Behram Behramkamdin, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee since November 12, 2022.

All the Members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2022-23 and attendance of Members of the Committee are given in table below:

Name of Committee Members	25.05.2022	12.08.2022	12.11.2022	27.02.2023
Mr. Haresh Malusare	Yes	Yes	Yes	Yes
Mr. Abhay Nalawade	No	No	Yes	Yes
Mr. Yogesh Tavkar	Yes	Yes	Yes	Yes

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Haresh Malusare (DIN: 02246773), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company''s website at the link: http: / / www.filtra.in/upload/investment/1529333294.16.pdf

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2023, the Nomination and Remuneration Committee was comprised of three Independent Directors namely, Mr. Abhay Nalawade (DIN: 00342055), Mr. Haresh Malusare (DIN: 02246773) and Mr. Yogesh Tavkar (DIN: 07011793), where Mr. Abhay Nalawade (DIN: 00342055) acted as the Chairman of the Committee. Further, Ms. Shikha Sunil Chaurasia, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee till her resignation. Thereafter, Ms. Keshmira Behram Behramkamdin Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee since November 12, 2022.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 3 to the Board''s Report.

The Details of remuneration paid to the Directors are given in form MGT-7 and also in annexures to the Board''s Report.

The details of number of Committee Meetings held during the year 2022-23 and attendance of Members of the Committee are given in table below:

Name of Committee Members	12.11.2022	27.02.2023
Mr. Abhay Nalawade	Yes	Yes
Mr. Haresh Malusare	Yes	Yes
Mr. Yogesh Tavkar	Yes	Yes

C. Stakeholders'' Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders''/investors'' complaints, the Stakeholders'' Relationship Committee was constituted. The role of the Committee is to consider and resolve securities holders'' complaint and to approve/ratify transfer of securities. The constitution and terms of reference of the Stakeholders'' Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2023, the Stakeholders'' Relationship Committee was comprised of Mr. Yogesh Tavkar (DIN: 07011793), Mr. Abhay Nalawade (DIN: 00342055) and Mr. Haresh Malusare (DIN: 02246773), where Mr. Yogesh Tavkar (DIN: 07011793) has acted as the Chairman of the Committee.

The details of number of Committee Meetings held during the year 2022-23 and attendance of Members of the Committee are given in table below:

Name of the Director	25.05.2022	12.11.2022	27.02.2023
Mr. Yogesh Tavkar	Yes	Yes	Yes
Mr. Abhay Nalawade	No	Yes	Yes
Mr. Haresh Malusare	Yes	Yes	Yes

16. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is

appended as Annexure - 4 of the Board''s Report.

17. Directors'' Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your

Directors subscribe to the Directors'' Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have 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 at the end of the financial year ended on March 31, 2023 and of the profit and loss of the Company for that period;

c) they 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2023; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2023.

18. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Board''s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23, is appended as Annexure - 5 to the Board''s Report.

The names of top ten employees of the Company in terms of remuneration drawn as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23, is appended as Annexure - 6 to the Board''s Report.

19. Report on Corporate Governance:

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

Being listed on SME exchange of BSE Ltd., as per regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance provisions contained in the said Regulations are not applicable to your Company hence your Company is not required to give report on Corporate Governance. Even though the provisions of Corporate Governance are not applicable to the Company, the Company is in words and spirit follows the most of the provisions of Corporate Governance.

20. Cost Records:

As the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 was not applicable on the Company; the Company was not required to maintain Cost records.

21. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Company''s ''Strategy of Organisation'' and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

• The Risk management policy approved by the Board, clearly lays down the roles and responsibilities of the entity in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter-alia, provides the foundation for your Company''s Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting by Internal Auditors.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

22. Internal Control System and their Adequacy:

Adequate internal controls, systems and checks are in place, which commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically reviews the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in place. The Management also improvise the various Standard Operating Process (SoP) based on findings of Internal Auditors as well review of SoPs by the Management.

23. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2022-23. Your Directors state that Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

24. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

25. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/event on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) 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);

d) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report;

e) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future;

f) Details relating to deposits covered under Chapter V of the Act;

g) Details of payment of remuneration or commission to Managing Director or Whole-time Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/ Associate Company;

h) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there was no such frauds reported by the Auditors;

i) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act;

j) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

k) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

26. Acknowledgments:

Your Directors take this opportunity to thank Filtra''s customers, Members, suppliers, bankers, business partners and associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Finally, your Directors would like to record sincere appreciation to all the employees of the Company for their hard work and commitment.

For and on behalf of Board of Directors Filtra Consultants and Engineers Limited,

Sd/-

Ketan Khant

Chairman and Managing Director (DIN: 03506163)

Address: 17-34-A, Kutchi House, Brahmanwada Road, Matunga, Mumbai - 400019

Date: August 18, 2023 Place: Mumbai

---

Mar 31, 2015

Dear Members,

The Directors are presenting herewith the 4th Annual Report of the Company and the audited statement of accounts for the financial year ended March 31, 2015 together with the Auditors' Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2015, are highlighted as under:

(Amount in Thousands)

Particulars March 31, 2015 March 31, 2014

Total Income 2,76,136.023 2,45,608.762

Less: Total Expenses 2,64,714.993 2,27,133.658 excluding Depreciation

Profit/ (Loss) before 11,421.030 18,475.104 Depreciation and Tax

Less: Depreciation 1,984.686 491.598

Profit/ (Loss) before Tax 9,436.344 17,983.506

Less: Provision for Income Tax 3,500.756 6,337.316

Profit/ (Loss) after tax 5,935.589 11,646.190

2. Operational Results:

During the year, total income of the Company has increased by 12.30% to Rs.27,61,36,023/- as compared total income of previous year of Rs. 24,56,08,762/-. However, the Profit (after tax) of the Company decreased by 50.97% to Rs. 59,35,589/- as compared to Profit (after tax) of Rs. 1,16,46,190 in previous year. The reason for reduction in profit after tax is increase in total expenditure made towards deferred tax liability and sales promotion expenditure. Further, your Company has strengthened its establishment at Mumbai, Pune and Ahmadabad and due to which the Company has incurred additional cost such as rent of premises, setting up of godowns and Employee cost. However, the management felt that with the strengthening the organization will help to grow in the coming years as Company has expansion plans.

3. Allotment of Bonus Shares:

With great pleasure the Board is presenting the members that the Company on August 25, 2014 has allotted 15,00,000 Equity Shares of Rs. 10/- each as fully paid-up bonus shares in the ratio 3:1 by capitalizing a sum of Rs.1,50,00,000 (Rupees One Crore Fifty Lacs Only) out of the Company's Free Reserve, Profit and loss account credit balance or such other accounts as are permissible to be utilized for the purpose.

4. Initial Public Offering :

During the year under review the management has come out with an Initial Public Offering (IPO) of 7,41,000 equity shares at a price of Rs. 42/- per share (Including the share premium of Rs 32/- per equity share). The open offer made vide prospectus dated March 10, 2015 was open for public for subscription of shares of the Company from March 24, 2015 to March 30, 2015. The issue was successfully subscribed by 1.43 times. On the basis of allotment finalized by BSE, the Company has made allotment of 7,41,000 equity shares of Rs. 42/- per share (Including the share premium of Rs. 32/- per equity share) on April 10, 2015.

5. Allotment of Equity Shares:

Based on the approval of the members taken in the 3rd Annual General Meeting held on September 30, 2014, the Company has made Initial Public Offering (IPO) of Equity Share of Rs. 10/- per share at a premium of Rs. 32/- per share, according you Company has made open offer vide prospectus dated March 10, 2015. The offer was open for subscription from March 24, 2015 to March 30, 2015 and the issue was successfully subscribed by 1.43 times. Further, on the basis of finalization of basis of allotment in the meeting held on April 9, 2015 between Merchant Banker appointed for the IPO "M/s. Pantomath Capital Advisors Private Limited", Bombay Stock Exchange, R&TA of your Company "Bigshare Services Private Limited" and your Company, the Company has made an allotment of 7,41,000 Equity Shares of face value of Rs. 10/- each fully paid ("Equity Shares") which shall rank pari-passu with the existing equity shares of the Company, at an Issue Price of Rs. 42/- per Equity Share (including a share premium of Rs.32/- per Equity Share) on April 10, 2015 by passing circular resolution. The summery of allotment herein below

Category Valid No. of Revised Shares Application Shares Reserved Allotted received Reserved Shares in each (as per category Prospectus)

Reserved for 39000 39000 39000 39000 Market Makers

Non- Retail 4,89,000 351000 3,36,000 3,36,000 Investors

Retail Individual 5,31,000 351000 3,66,000 3,66,000 Investors

Issue Size 10,59,000 741000 7,41,000 7,41,000

All the equity shares of the Company got listed on the SME platform of the BSE on April 15, 2015.

6. Listing of Equity Shares on SME platform of BSE:

With immense pleasure your Board would like to inform you that your Company had made an application to BSE Ltd for listing of all equity shares of the Company on SME platform of BSE and subsequently all the shares i.e. 2,74,100 equity shares, were successfully listed on the SME platform of BSE Ltd on April 15, 2015.

7. Dividend:

In view to conserve resources, your Directors do not recommend any dividend for the financial year under review.

8. Reserves:

The Board does not propose to carry any amounts to reserves.

9. Brief description of the Company's working during the year/State of Company's affair:

The Company is trading various water treatment products such as Multiport Valves, Dosing System Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters etc. Your Company is one stop solution for all water treatment components, providing wide range of components and spares gives advantage and freedom to client to choose products and spares parts as per their requirement. The Company is shortly coming up with the e- commerce portal to serve our stakeholders 24x7. Further, the Company is also going to start manufacturing of such various water treatment products very soon.

The Companies sales have been increased. However, your Company is planning for expansion and incurred various expenses on publicity, sales promotion and expansion of its establishment at Mumbai, Pune and Ahmedabad, the profit after tax of the Company has been decreased. Further, over a period of time your Company has also gained an expertise in reduction of cost of products aligning to our vision "Providing Best Quality Components at reasonable Rates".

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

There was no change in nature of business.

11. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

The Company has enhanced its capital base by allotting 15,00,000 Equity Shares of Rs. 10/- each as fully paid-up bonus shares in the ratio 3:1 by capitalizing a sum of Rs.1,50,00,000 (Rupees One Crore Fifty Lacs Only

Also the Company has allotted 7,41,000 Equity shares at a face value of Rs. 10/- per share and at premium of Rs. 32/- per share to the subscribers to Initial Public Offer made vide prospectus dated March 10, 2015. The Company shall utilize the fund raised through Initial Public offer for working capital, and General Corporate purpose and the same will be helpful to increase in the overall sales and profitability of the Company which will lead to increase in overall growth of the Company.

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

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

13. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

14. Deposits:

The Company has not invited / accepted / renewed any fixed deposits during the year falling within the purview of Section 73, 76 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

15. Auditors Report:

There are no qualifications in the Statutory Auditors' Report. Further the Secretarial Audit was not applicable for your Company for the financial year 2014-15.

16. Auditors:

The management at the Annual General Meeting held on September 30, 2014, appointed M/s. Krunal M. Shah & Co. (Firm registration no. 131794W), Chartered Accountants, as a Statutory Auditors of the Company for a period of five consecutive financial years i.e. till financial year 2018-19 subject to ratification by Members at every Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the ratification of M/s. Krunal M. Shah & Co. (Firm registration no. 131794W), Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2015-16, is recommended to the Members of the Company in the ensuing Annual General Meeting of the Company for their approval. In this regard, the Company has received a certificate of eligibility from the auditors to the effect that if their appointment is ratified in ensuing Annual General Meeting, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, the Company has appointed M/s. CNK & Associates LLP as Internal Auditors of the Company for the financial year 2015-16.

The Company has appointed Mr. Hemanshu Kapadia, Practising Company Secretary, proprietor of M/s. Hemanshu Kapadia and Associates as Secretarial Auditors of the Company to do secretarial audit for the financial year 2015-16.

17. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT - 9 is appended as Annexure 1 of the Board's Report.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

As the Company is carrying trading activity and not carrying any manufacturing activities, it is not covered under the list of specified industries. However, the Company is, on continues basis, taking measures for conservation of power.

A. Conservation of energy:

i. the steps taken or impact on conservation of energy;

Your Company is not a manufacturing Company; hence this is not applicable to your Company. However, your Company has made various efforts to conserve energy such as installation of LED lights at all the offices of the Company, side sun glass set up in the registered office to use the natural lights during day time, Cross ventilation and time based auto light sensors which are for less electricity consumption.

ii. The steps taken by the Company for utilizing alternate sources of energy:

Not applicable as the Company is carrying trading activity

iii. The capital investment on energy conservation equipment's:

Not applicable as the Company is carrying trading activity, However, the Company has made capital expenditure of Rs. 2,46,116/- which led to reduction in consumption of electricity.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology absorption:

i. The efforts made towards technology absorption:

Not Applicable

ii. The benefits derived like product improvement, cost reduction, product development or import substitution;

Your Company is introducing new Products every year such as introduction of Smart Electrical panels for Chiller Applications. Also Developing Dosing pumps for Higher Flow Rates. Your Company has also launched Peristatic pumps for very small dosages.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development:

Nil

C. Foreign exchange earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export markets for production and formulating export plans.

2. Total foreign exchange used and earned:

(Amount in Thousands)

Particulars 2014-15 2013-14

Foreign exchange earned on F.O.B. basis 233.506 202.574

Foreign exchange used 2264.912 1540.736

19. Directors and Key Managerial Personnel:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Ms. Anjali Khant (DIN: 03506175), Whole-time Director of the Company, retire at the ensuing Annual General Meeting and being eligible, offer herself, for re- appointment pursuant to provision of Section 152 of the Act.

A. Changes in Directors and Key Managerial Personnel:

In the 3rd Annual General Meeting of the Company held on September 30, 2014:

a. Mr. Ketan Khant (DIN 03506163) was re-appointed as the Managing Director of the Company for a period of three years from April 1, 2015 to March 31, 2018.

b. Mrs. Anjali Khant (DIN: 03506175) was re-appointed as the Whole-time Director of the Company for a period of three years from April 1, 2015 to March 31, 2015.

c. Mr. Ashfak Mulla (DIN: 03506172), Whole-time Director of the Company who was liable to retire by rotation offered himself for re-appointment pursuant to Section 152 of the Companies Act, 2013. Further, he was re-appointed as Whole-time Director of the Company for a period of three years from April 1, 2015 to March 31, 2018

d. Mr. Abhay Nalawade (DIN: 00342055) was appointed as an Independent director to hold office of Director for five consecutive years for term up to September 29, 2019.

e. Mr. Namdeo Harle (DIN: 03583022) was appointed as an Independent director to hold office of Director for five consecutive years for term up to September 29, 2019.

In the Board Meeting held on November 6, 2014, Mr. Yogesh Vijay Tavkar (DIN: 07011793) was appointed as an Additional Independent Director of the Company. Further, he was regularized as an Independent Director by the members of the Company in the Extra- ordinary General Meeting held on February 2, 2015 to hold office of Director for five consecutive years for term up to February 1, 2020.

In the Extra-ordinary General Meeting held on February 2, 2015, Mr. Haresh Malusare (DIN: 02246773) was appointed as an Independent Director of the Company to hold office for five consecutive years for term up to February 1, 2020.

Mr. Namdeo Harle (DIN: 03583022) has resigned as a Director of the Company w.e.f. March 5, 2015.

In the Board Meeting held on November 6, 2014, Mr. Krishnadas Nair was appointed as a Chief Financial Officer w.e.f. November 6, 2014 and designated following person as Key Managerial person pursuant to Section 203 of the Companies Act, 2013;

Name Designation

Mr. Ketan Khant (DIN: 03506163) Managing Director

Mrs. Anjali Khnat (DIN: 03506175) Whole-time Director

Mr. Ashfak Mulla (DIN: 03506172) Whole-time Director

Mr. Krishnadas Nair (PAN: AEQPN9220B) Chief Financial Officer Mr. Ankur Bakhai (PAN: AFSPB7033H) Vice President - Marketing

In the Board Meeting held on December 29, 2014, Mr. Rupesh Laxman Jadhav was appointed as a Whole-time Company Secretary and Compliance officer and termed as a Key Managerial Person of the Company w.e.f. January 1, 2015.

The Company has received resignation letter from Mr. Krishnadas Nair, Chief Financial Officer of the Company. Further in pursuant of the resignation of Mr. Krishnadas Nair, from the post Chief Financial officer of the Company, your Board has appointed Mr. Rudolf Corriea (PAN: AFYPC8915K) as a Chief Financial Officer of the Company w.e.f. August 1, 2015.

Further, brief resume of the Directors proposed to be appointed/ re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under clause 52 of the Listing Agreement entered into with the Stock Exchanges, have been furnished separately in the Notice convening the 4th Annual General Meeting read with the notes thereto forming part of this Report.

B. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

Directors:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders etc. The Board was of the unanimous view that every independent director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all independent directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting held on August 1, 2015. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

20. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and Clause 52 of the Listing Agreement, are as follows:

A. i. Audit Committee:

In the Board Meeting held on November 6, 2014 the Board under section 177 of the Companies Act, 2013 and Clause 52 (II) of the listing agreement has constituted an Audit Committee comprising all the independent directors. The detail constitution was as follows:

Name of the Director Status Nature of Directorship

Mr. Namdeo Parnaji Harle (DIN: 03583022) Chairman Independent Director

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

Further, after the resignation of Mr. Namdeo Harle (DIN: 03583022), Independent Director of the Company, the Board has re-constituted the Audit Committee in the Board Meeting held on March 5, 2015. The detail constitution is as follows after the re-constitution:

Name of the Director Status Nature of Directorship

Mr. Haresh Manohar Malusare (DIN: 02246773) Chairman Independent Director

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

The meetings of the Committee are held once in a quarter as and when required.

ii. Details of establishment of Vigil mechanism cum Whistle Blower policy for directors and employees:

The Company pursuant to Section 177(9) of the Companies Act, 2013 and Sub clause 7 of Annexure I D of Clause 52 of the Listing Agreement, has established Vigil mechanism cum

Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Haresh Malusare (DIN: 02246773), Chairperson of the Audit Committee.

B. Nomination and Remuneration Committee:

In the Board Meeting held on November 6, 2014 the Board under Section 178 of the Companies Act, 2013 and Clause 52 of the Listing Agreement has constituted Nomination and Remuneration Committee comprising all the independent directors. The detail constitution was as follows:

Name of the Director Status Nature of Directorship

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Chairman Independent Director

Mr. Namdeo Parnaji Harle (DIN: 03583022) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

Further, after the resignation of Mr. Namdeo Harle (DIN: 03583022), Independent Director of the Company, the Board has re-constituted the Nomination and Remuneration Committee in the Board Meeting held on March 5, 2015. The detail constitution is as follows after the re-constitution:

Name of the Director Status Nature of Directorship

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Chairman Independent Director

Mr. Haresh Manohar Malusare (DIN: 02246773) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

The role of Nomination and Remuneration Committee is:

* Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

* Formulation of criteria for evaluation of Independent Directors and the Board;

* Devising a policy on Board diversity;

* Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director's performance;

* Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing/ Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

* Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/regulatory guidelines;

* Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/regulatory authorities

The meetings of the Committee are held once in a quarter as and when required.

The Nomination and Remuneration policy has been appended as Annexure 2 to the Board report.

The Details of remuneration paid to the Directors during the financial year 2014-15 are given in the MGT-9:

C. Stakeholder Relationship Committee:

In the Board Meeting held on November 6, 2014 the Board pursuant to Section 178 and Clause 52 of the Listing Agreement, has constituted Stakeholder Relationship Committee comprising all the independent directors. The detail constitution was as follows:

Name of the Director Status Nature of Directorship

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Chairman Independent Director

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Member Independent Director

Mr. Namdeo Parnaji Harle (DIN: 03583022) Member Independent Director

Further, after the resignation of Mr. Namdeo Harle (DIN: 03583022), Independent Director of the Company, the Board has re-constituted the Stakeholder Relationship Committee in the Board Meeting held on March 5, 2015. The detail constitution is as follows after the re- constitution:

Name of the Director Status Nature of Directorship

Mr. Yogesh Vijay Tavkar Chairman Independent Director (DIN: 07011793)

Mr. Abhay Mahadeo Nalawade Member Independent Director (DIN: 00342055)

Mr. Haresh Manohar Malusare Member Independent Director (DIN: 02246773)

The role of the Committee is:

* Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

* Redressal of shareholder's/investor's complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

* Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

* Issue of duplicate certificates and new certificates on split/consolidation/renewal;

* Allotment and listing of shares;

* Reference to statutory and regulatory authorities regarding investor grievances; and

* To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

* Any other power specifically assigned by the Board of Directors of the Company

The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

During the financial year 2014-15 the Company has not received any compliant from the shareholders of the Company.

21. Disclosure under the Sexual Harassment of Women at work place (Prevention. Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year 2014-15.

22. Secretarial Audit Report:

Since the Company was not listed during the financial year 2014-15, Secretarial Audit was not applicable. However, your Board has proposed to appoint Mr. Hemanshu Kapadia, proprietor of M/s. Hemanshu Kapadia and Associates, Practicing Company Secretaries, as a Secretarial Auditor for the financial year 2015-16.

23. Number of meetings of the Board of Directors:

The Board of Directors met Ten (10) times during the Financial Year. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting are as under:

Sr. No. Type of Meeting Date

1. Board Meeting April 25, 2014

2. Board Meeting July 5, 2014

3. Board Meeting August 1, 2014

4. Board Meeting August 25, 2014

5. Board Meeting September 2, 2014

6. Board Meeting October 10, 2014

7. Board Meeting November 6, 2014

8. Board Meeting December 29, 2014

9. Board Meeting February 20, 2015

10. Board Meeting March 5, 2015

24. Particulars of loans. guarantees or investments under section 186:

During the year under review, the Company has not provided any loans, made investments, gave guarantees or subscribed/purchased securities under Section 186 of the Companies Act, 2013. However, the Company has given loan to employees.

25. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms' length under third proviso, in prescribed Form No. AOC-2 is appended as Annexure 3 to the Board's Report.

26. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,

your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed. However, there are no 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 at the end of the financial year and of the profit and 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; and

e) the Directors, had laid down internal financial controls to be followed by the Company and such financial controls are adequate and were operating efficiently.

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.

27. Managerial Remuneration:

A. Since our Company was not listed on stock exchange during the financial year 2014-15, the disclosure of Details of the remuneration of each director to the median remuneration of the employees of the Company as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required.

B. There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 197(12) of the Companies Act, 2013, as amended from time to time read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement for the same is not attached.

28. Management Discussion And Analysis:

Since our Company was not listed on Stock Exchange during the financial year, the disclosure of Management Discussion and Analysis Report for the financial year is not required.

29. Report on Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At you Company, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

As our Company was not listed on stock exchange during the financial year 2014-15 clause 52 of the Listing Agreement was not applicable, hence the disclosure of report on Corporate Governance is not required, however the Company has complied with the provisions of Corporate Governance pursuant to Clause 52 of the Listing Agreement since listing i.e. April 15, 2015.

30. Corporate Social Responsibility (CSR):

Your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee. However, the Company believes in CSR policy in principal and proposes to formulate the CSR Committee in future.

31. Risk Assessment and Management:

The Company's robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, Competition, Technology obsolescence, reputational and other risks. The Company recognises that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

32. Internal Control System and their Adequacy:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically review the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in place.

33. Change in Registered office:

The Registered Office of your Company was situated at Plot No. 27, Balaji Sadan, 6th Floor, No. 16, K. A. Subramaniam Road, King Circle, Matunga, Mumbai - 400019. For operational convenience, your Company has shifted its Registered Office to premises taken on lease at Office No. 1501, Synergy Business Park, Sahakar Wadi, next to Synthofine Industrial Estate, Off Aarey Road, Goregaon (East), Mumbai - 400063. w.e.f. November 29, 2014.

34. Green Initiative:

Your Directors would like to draw your attention to the recent Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry of Corporate Affairs allowing paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holdings with their concerned depositary participants and / or with the Company.

35. Acknowledgements:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers, professionals and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation. Further, The Board of Directors expresses their deep gratitude for the co-operation and support extended by "M/s. Pantomath Capital Advisors Private Limited" Merchant banker to the Public issue and "M/s. Choice Equity Broking Private Limited" Market Maker appointed for public issue.

For and on behalf of Board of Directors Filtra Consultants and Engineers Limited,

Sd/- Ketan Khant Chariman and Managing Director (DIN:03506163)

Address: 17-34-A, Kutchi House, Brahmanwada Road, Matunga, Mumbai - 400019

Date: August 1, 2015 Place: Mumbai

Registered Office:

1501, Synergy Business Park, Sahakar Wadi, Off Aarey Road, Near Synthofine Industrial Estate, Goregaon (E), Mumbai 400063