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FL/SE/DKS/2025-26

31[st] August, 2025

Online filing at www.listing.bseindia.com

To, The General Manager DCS-CRD BSE Ltd. Rotunda Building P.J. Tower, Dalal Street Fort,

Mumbai - 400001

BSE CODE: 522017

Sub: Submission of 49[th] Annual Report along with notice of Annual General Meeting to be held on 26[th] September, 2025 at 2:00 P.M. through Video Conferencing / Other Audio Visual Means (VC)/(OAVM) pursuant to regulation 34 (1) of SEBI (LODR) Regulations, 2015

Dear Sir/Madam,

Pursuant to regulation 34 (1) of SEBI (LODR) Regulations, 2015, We are pleased to submit the 49[th] Annual Report for the financial year 2024-25 of the Company containing the Financial Statements i.e. Balance Sheet as at 31[st] March, 2025, statement of the Profit and Loss, Cash Flow and Changes in Equity, for the year ended 31[st] March, 2025 and the Boards’ Report along with Corporate Governance Report and the Auditors’ Report on that date and its annexures.

Kindly Note that the 49[th] Annual General Meeting of the Company is scheduled to be held on Friday, 26[th] September, 2025 at 2:00 P.M. through Video Conferencing / Other Audio Visual Means (VC)/(OAVM).

You are requested to please take on record the above said document of the Company for your reference and further needful.

Thanking You, Yours Faithfully, For, FLUIDOMAT LIMITED

Digitally signed by Devendra Kumar Devendra Kumar Sahu Sahu Date: 2025.08.31 15:37:24 +05'30'

DEVENDRA KUMAR SAHU COMPANY SECRETARY & COMPLIANCE OFFICER Encl.: 49[th] Annual Report 2024-25

Registered office: 117, 1st Floor “Navneet Darshan”, 16/2 Old Palasia, Indore (M.P.) 452018

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

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ISO : 45001-2018

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49th Annual Report 2024-25

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

CA Ashok Kumar Patni : Independent Director 5. Shri Sharad Panot : Independent Director 6. Shri Samyak Modi : Independent Director
Shri Samyak Modi

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49
: 26th September, 2025
: Friday
Record Date : 19th September 2025
J P SARAF & CO LLP
D.K. JAIN & CO.
Board of Directors & Other Informations 02
IDBI Bank
Notice 03
Board's Report 25
Management Discussion & Analysis 35
Annexure to Board's Report 39
Corporate Governance Report 52
Auditor's Report. 72
Balance Sheet 82
Statement of Profit & Loss Account.. 83
Cash Flow Statement 84
Change in Equity 85
Notes on Financial Statement. 86
[email protected]
2
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FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

NOTICE

Notice is hereby given that the 49th Annual General Meeting of the members of FLUIDOMAT LIMITED will be held on Friday the 26th day of September, 2025 at 2:00 P.M. through Video Conferencing / Other Audio Visual Means (VC)/(OAVM) for which purpose the Registered office of the company situated at 1 17, 1st Floor, Navneet Darshan, 16/2, Old Palasia, Indore 452018 (M.P.) shall be deemed as the venue for the 49th Annual General Meeting, to transact the following businesses

ORDINARY BUSINESSES:

To	consider and if thought fit, to convey assent or dissent to the following businesses as an Ordinary
Resolution:
1.	To receive, consider, approve and adopt the Audited Financial Statements which include the Audited
	Balance Sheet as at 31st March, 2025, the Statement of Profit & Loss and Cash Flow and Statement of
	Changes in Equity of the company for the financial year ended 31st March, 2025 and the Reports of the
	Board’s and Auditors thereon
2.	To declare dividend on 49,27,000 equity shares of Rs. 10/- each of the Company for the financial year
	ended 31st March, 2025.
3.	To appoint a director in place ofMrs. Radhica Sharma (DIN- 06811597),who is liable to retire by rotation
	at this Annual General Meeting and being eligible, offers herself for re-appointment.
SPECIAL BUSINESSES:
4.	To appoint M/s D. K. Jain & Co., Practicing Company Secretaries as the Secretarial Auditor of the
	Company for a term of five consecutive years and fix their remuneration:
	To consider and if thought fit, to convey assent or dissent to the followingOrdinary Resolution:
	“RESOLVED THATpursuant to the provisions of Regulation 24A of the Securities and Exchange Board of
	India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)
	read with applicable provisions of the Companies Act, 2013, each as amended, and based on the
	recommendation(s) of the Audit Committee and the Board of Directors of the Company (‘Board’),M/s D. K.
	Jain & Co., Practicing Company Secretaries(FRN: S2003MP064600; FCS: 3565; C.P. No. 2382; Peer
	review No. 6672/2025), be and is hereby appointed as the Secretarial Auditors of the Company for a term
	of 5 (five) consecutive years to hold office from the conclusion of this Annual General Meeting till the
	conclusion of the 54th Annual General Meeting of the Company to be held in the year 2030, to conduct
	Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the
	Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing
	Regulations, for the period beginning from the Financial Year 2025-26 through the Financial Year 2029-30,
	at such remuneration as may described in the explanatory statement attached to the notice.
	RESOLVED FURTHER THATthe Board of directors be and is hereby authorized, to settle any question,
	difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters
	and things, as may be considered necessary, desirable and expedient to give effect to this Resolution and/
	or otherwise considered by them to be in the best interest of the Company.”.
5.	To Revise/increase the remuneration payable to Shri Kunal Jain (DIN: 01475424), Whole-time
	Director of the Company designated as an Executive Director:
	To consider and if thought fit, to convey assent or dissent to the followingSpecial Resolution:
	“RESOLVED THATpursuant to the provisions of section 190, 196, 197, 203 read with the provisions of
	Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of the
	Managerial Personnel) Rules, 2014, and other applicable provisions if any of the Companies Act, 2013

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(including any statutory modifications or re-enactment thereof for the time being enforce) and applicable Regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time and such other consents and permissions as may be necessary and upon recommendation of the Nomination and Remuneration committee and the Board of directors of the Company, the approval of members of the Company be and is hereby granted to increase the remuneration of Shri Kunal Jain (DIN: 01475424), w.e.f. 1st October, 2025 for the remaining part of his tenure till 30th April, 2026 as under;

Category: A

Remuneration, allowances and perquisites: Not exceeding Rs 7,00,000/- per month.

In addition of his aforesaid remuneration, Shri Kunal Jain, the Executive Director shall also be entitled for the following benefits in the Category B and C and shall not be considered for the purpose of calculation of the maximum permissible remuneration as it covers under the exempted category.

Category: B

1. Employers Contribution to PF: As per the Rules of the Company. 2. Gratuity: As per the rules of the Company, subject to the maximum ceiling as may be prescribed under the Payment of Gratuity Act from time to time.

3. Earned Privilege Leave: As per the rules of the Company subject to the condition that the leave accumulated but not availed of will be allowed to be encashed for 15 days salary for every year of completed services at the end of the tenure.

4. Directors Obligation Insurance Premium: If any taken by the Company as per provisions of section 197(13) of the Companies Act, 2013.

Category: C

Facilities to perform the companies work:

1. Car: The Company shall provide car with driver for the Company's business and if no car is provided, reimbursement of the conveyance shall be made as per actual on the basis of claims submitted by him.

2. Telephone, Internet & Cell:Free use of telephone, internet at his residence and Cell phone,
provided that the personal long distance calls on the telephone shall be billed by the Company to
Shri Kunal Jain.
FURTHER RESOLVED THATpursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act,
2013 and as per the recommendation of the Nomination & Remuneration Committee and the Board of
directors of the company, the consent of the members be and is hereby accorded to the continuation of
payment of remuneration for remaining tenure, till 30th April, 2026 to Shri Kunal Jain (DIN- 01475424) as
the Whole-time Director and designated as the Executive Director, who belongs to the Promoter Group of
the company, notwithstanding that the aggregate annual remuneration exceeds 5% (Five per cent) of the
net profits of the company (taken together with all the Executive Promoter Directors) calculated as per the
provisions of Section 198 of the Companies Act, 2013.
FURTHER RESOLVED THATin the event of there being loss or inadequacy of profit for any financial year,
the remuneration payable to Shri Kunal Jain shall not be in excess with the limit prescribed in the Schedule
V of the Companies Act, 2013 as may be applicable from time to time during his tenure.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	FURTHER RESOLVEDTHAT there shall be clear relation of the Company with Shri Kunal Jain as “the
	Employer-Employee” and each party may terminate the above said appointment with the six months’
	notice in writing or salary in lieu thereof.
	FURTHER RESOLVED THATShri Kunal Jain, Executive Director shall also be entitled for the
	reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by him in
	connection with the Company's business and such other benefits/ amenities and other privileges, as may
	from time to time, be available to other senior executives of the Company.
	FURTHER RESOLVED THATthe Board of directors be and is hereby authorized to do all such acts,
	deeds, matters and things as in its absolute discretion, may consider necessary, expedient or desirable
	and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation
	thereto and the Nomination and Remuneration Committee/ the Board shall have absolute powers to
	decide breakup of the remuneration within the above said maximum permissible limit, without requirement
	for seeking further approval of members of the Company and to give effect to the foregoing resolution, or
	as may be otherwise considered by it to be in the best interest of the Company.”
6.	To Re-appoint Shri Kunal Jain (DIN: 01475424), Whole-time Director of the Company designated as
	an Executive Director:
	To consider and if thought fit, to convey assent or dissent to the followingSpecial Resolution:
	“RESOLVED THATpursuant to the provisions of section 190, 196, 197, 203 read with the provisions of
	Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of the
	Managerial Personnel) Rules, 2014, and other applicable provisions if any of the Companies Act, 2013
	(including any statutory modifications or re-enactment thereof for the time being enforce) and applicable
	Regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as
	amended from time to time and such other consents and permissions as may be necessary and upon
	recommendation of the Nomination and Remuneration committee and the Board of directors of the
	Company, the approval of members of the Company be and is hereby granted for the re-appointmentof
	Shri Kunal Jain (DIN- 01475424)as the Whole-time Director and designated as the Executive Director of
	the Company for a further period of 3 (Three) years w.e.f. 1st May, 2026 on the following terms and
	conditions:-
Category: A
	Remuneration, allowances and perquisites:Not exceeding Rs 7,00,000/- per month.
	In addition to his aforesaid remuneration, Shri Kunal Jain, shall also be entitled for the following benefits in
	the category B and C and shall not be considered for the purpose of calculation of the maximum
	permissible remuneration as it covers under the exempted category.
Category: B
	1. Employers Contribution to PF:As per the Rules of the Company.
	2. Gratuity:As per the rules of the Company, subject to the maximum ceiling as may be prescribed
	under the Payment of Gratuity Act from time to time.
	3. Earned Privilege Leave:As per the rules of the Company subject to the condition that the leave
	accumulated but not availed of will be allowed to be encashed for 15 days salary for every year of
	completed services at the end of the tenure.
	4. Directors Obligation Insurance Premium:If any taken by the Company as per provisions of
	section 197(13) of the Companies Act, 2013.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Category C

	Facilities to perform the Company’s work:
	1. Car:The Company shall provide a car with driver for the Company's business and if no car is
	provided, reimbursement of the conveyance shall be made as per actual on the basis of claims
	submitted by him.
	2. Telephone, Internet & Cell:Free use of telephone, internet at his residence and Cell phone,
	provided that the personal long distance calls on the telephone shall be billed by the Company to
	Shri Kunal Jain.
	FURTHER RESOLVED THATpursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and
	Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act,
	2013 and as per the recommendation of the Nomination & Remuneration Committee and the Board of
	directors of the company, the consent of the members be and is hereby accorded to the continuation of
	payment of remuneration, to Shri Kunal Jain (DIN- 01475424) as the Whole-time Director, who belongs to
	the Promoter Group of the company, from 1st May, 2026 to 30th April, 2029, notwithstanding that the
	aggregate annual remuneration exceeds 5% (Five per cent) of the net profits of the company (taken
	together with all the Executive Promoter Directors) calculated as per the provisions of Section 198 of the
	Companies Act, 2013.
	FURTHER RESOLVED THATin the event of there being loss or inadequacy of profit for any financial year,
	the remuneration payable to Shri Kunal Jain shall not be in excess with the limit prescribed in the Schedule
	V of the Companies Act, 2013 as may be applicable from time to time during his tenure.
	FURTHER RESOLVED THATthere shall be clear relation of the Company with Shri Kunal Jain as “the
	Employer-Employee” and each party may terminate the above said appointment with the six months’
	notice in writing or salary in lieu thereof.
	FURTHER RESOLVED THATShri Kunal Jain, Executive Director shall also be entitled for the
	reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by him in
	connection with the Company's business and such other benefits/ amenities and other privileges, as may
	from time to time, be available to other senior executives of the Company.
	FURTHER RESOLVED THATthe Board of directors be and is hereby authorized to do all such acts,
	deeds, matters and things as in its absolute discretion, may consider necessary, expedient or desirable
	and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation
	thereto and the Nomination and Remuneration Committee/ the Board shall have absolute powers to
	decide breakup of the remuneration within the above said maximum permissible limit, without requirement
	for seeking further approval of members of the Company and to give effect to the foregoing resolution, or
	as may be otherwise considered by it to be in the best interest of the Company.”
7.	To Revise/increase the remuneration payable to Mrs. Radhica Sharma (DIN: 06811597), Whole-
	time Director of the Company and change in designation from Deputy Managing Director to Joint
	Managing Director of the Company:
	To consider and if thought fit, to convey assent or dissent to the followingSpecial Resolution:
	“RESOLVED THATpursuant to the provisions of section 190, 196, 197, 203 read with the provisions of
	Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of the
	Managerial Personnel) Rules, 2014, and other applicable provisions if any of the Companies Act, 2013
	(including any statutory modifications or re-enactment thereof for the time being enforce) and applicable

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as
amended from time to time and such other consents and permissions as may be necessary and upon
recommendation of the Nomination and Remuneration committee and the Board of directors of the
Company, the approval of members of the Company be and is hereby granted to:
a. increase in the remuneration of Mrs. Radhica Sharma (DIN: 06811597), Whole-time Director of the
Company ; and
b. Change in designation from Deputy Managing Director to Joint Managing Director of the Company.
w.e.f. 1st October, 2025 for the remaining part of her tenure till 9th February, 2028 as under;
Category: A
Remuneration, allowances and perquisites:Not exceeding Rs 7,00,000/- per month.
In addition to her aforesaid remuneration, Mrs. Radhica Sharma shall also be entitled for the following
benefits as Categories B and C and shall not be considered for the purpose calculating the maximum
permissible remuneration as it covers under the exempted category.
Category: B
1. Employers Contribution to PF:As per the Rules of the Company.
2. Gratuity:As per the rules of the Company, subject to the maximum ceiling as may be prescribed
under the Payment of Gratuity Act from time to time.
3. Earned Privilege Leave:As per the rules of the Company subject to the condition that the leave
accumulated but not availed of will be allowed to be encashed for 15 days salary for every year of
completed services at the end of the tenure.
4. Directors Obligation Insurance Premium:If any taken by the Company as per provisions of
section 197(13) of the Companies Act, 2013.
Category: C
Facilities to perform the companies work:
1. Car:The Company shall provide car with driver for the Company's business and if no car is
provided, reimbursement of the conveyance shall be made as per actual on the basis of claims
submitted by her.
2. Telephone, Internet & Cell:Free use of telephone, internet at her residence and Cell phone,
provided that the personal long distance calls on the telephone shall be billed by the Company to
her.
FURTHER RESOLVED THATpursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act,
2013 and as per the recommendation of the Nomination & Remuneration Committee and the Board of
directors of the company, the consent of the members be and is hereby accorded to the continuation of
payment of remuneration for remaining tenure, to Mrs. Radhica Sharma (DIN: 06811597) who belongs to
the Promoter Group of the company, notwithstanding that the aggregate annual remuneration exceeds
5% (Five per cent) of the net profits of the company (taken together with all the Executive Promoter
Directors) calculated as per the provisions of Section 198 of the Companies Act, 2013.
FURTHER RESOLVED THATin the event of there being loss or inadequacy of profit for any financial year,
the remuneration payable to Mrs. Radhica Sharma shall not be in excess with the limit prescribed in the

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Schedule V of the Companies Act, 2013 as may be applicable from time to time during her tenure.

FURTHER RESOLVED THAT there shall be clear relation of the Company with Mrs. Radhica Sharma as “the Employer-Employee” and each party may terminate the above said appointment with the six months’ notice in writing or salary in lieu thereof.

FURTHER RESOLVED THAT Mrs. Radhica Sharma shall also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by her in connection with the Company's business and such other benefits/ amenities and other privileges, as may from time to time, be available to other senior executives of the Company.

FURTHER RESOLVED THAT the Board of directors be and is hereby authorized to do all such acts, deeds, matters and things as in its absolute discretion, may consider necessary, expedient or desirable and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation thereto and the Nomination and Remuneration Committee/ the Board shall have absolute powers to decide breakup of the remuneration within the above said maximum permissible limit, without requirement for seeking further approval of members of the Company and to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.”

Date: 13th August, 2025 Place: Indore (M.P.)

BY ORDERS OF THE BOARD

Registered Office: FLUIDOMAT LIMITED CIN: L74210MP1978PLC001452 117, First Floor, Navneet Darshan 16/2, Old Palasia, Indore (M.P.) 452018

DEVENDRA KUMAR SAHU COMPANY SECRETARY ACS 31933

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

NOTES :

1.	The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated April 8, 2020
	and 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024
	dated September 19, 2024 in relation to “Clarification on holding of Annual General Meeting (“AGM”)
	through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA
	Circulars”) permitted the holding of the AGM through VC/OAVM, without the physical presence of the
	Members at a common venue. In compliance with the provisions of Companies Act, 2013 (“the Act”),
	Securities and Exchange Board of India (LODR) Regulations, 2015, (“SEBI Listing Regulations”) and
	Secretarial Standard-2 on General Meetings (“SS-2”) issued by The Institute of Company Secretaries of
	India and MCA Circulars, the 49th AGM of the Company is being held through VC/OAVM onFriday,
	September 26, 2025, at 2:00 p.m.(IST). The registered office of the Company shall be deemed to be the
	venue for the AGM.
2.	Pursuant to the MCA Circular, the facility to appoint a proxy to attend and cast vote for the members is not
	available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to
	attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
	Therefore, the Proxy Form and Attendance Sheet for the 49th AGM is not annexed to the notice.
3.	The Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time
	of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of
	participation at the AGM through VC/OAVM will be made available for 1000 members on first come first
	served basis. However, this number does not include the large Shareholders holding 2% or more share
	capital, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the
	Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,
	Auditors, Secretarial Auditors, Scrutinizers, etc. who are allowed to attend the AGM without any restriction
	on account of first come first served basis.
4.	The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of
	reckoning the quorum under section 103 of the Companies Act, 2013 (“the Act”). Members of the Company
	under the category of Institutional Investors are encouraged to attend and vote at the AGM through
	VC/OAVM. Corporate members intending to authorize their representatives to participate and vote at the
	meeting are requested to send a certified copy of the Board Resolution / authorization letter to the
	Scrutinizer by email through its registered email address to [email protected] with a copy of the
	same marked to the Company at [email protected].
5.	Pursuant to the provisions of section 108 of the Act read with Rule 20 of the Companies (Management and
	Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (LODR) Regulations, 2015 (as
	amended), and the MCA Circulars, the Company is providing facility of remote e-voting to its members in
	respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an
	agreement withCentral Depository Services (India) Limited (CDSL)for facilitating voting through
	electronic means, and independent agency for providing necessary platform for VC/OAVM and necessary
	technical support as may be required. Therefore, the facility of casting votes by a member using remote e-
	voting system as well as e-voting on the day of the AGM will be provided by CDSL.
6.	6. In accordance with the provisions of the Act, read with the Rules made thereunder and General
	Circular No.09/2024 dated September 19, 2024, other Circulars issued by the Ministry of Corporate Affairs
	(“MCA”) from time to time, and the SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated
	November, 11 2024 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 issued by
	Securities and Exchange Board of India (collectively referred to as “SEBI Circulars”), the Notice of the
	AGM along with the Annual Report for FY 2024-25 is being sent only through electronic mode to those
	Members whose e-mail addresses are registered with the Company/Depository Participants (“DPs”).
	Additionally, in accordance with Regulation 36(1)(b) of the SEBI (Listing Obligations & Disclosure
	Requirements) Regulations, 2015, the Company is also sending a letter to shareholders whose e-mail
	addresses are not registered with Company/Registrar/DP providing the weblink of Company’s website

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

from where the Integrated Annual Report for FY 2024-25 can be accessed. The Company shall send the physical copy of Annual Report for FY 2024-25 to those Members who have made a request for the same, either to the RTA or the Company. Additionally, any member who desires to get a physical copy of the Annual Report FY 2024-25, may request that by sending an email to the Company at www.fluidomat.com. mentioning their Folio No./DP ID and Client ID. The Notice convening the 49th AGM along with the Annual Report for FY 2024-25 will also be available on the weblink of the Company at https://www.fluidomat.com/InvestorRelation.html, websites of the Stock Exchanges i.e. BSE Limited (“BSE”) at www.bseindia.com. The AGM Notice is also available on the website of CDSL at www.evotingindia.com. 7. The cut-off date for the purpose of entitlement for voting (including remote e-voting) is Friday, the 19thSeptember, 2025. 8. The Company has fixed Friday, the 19th September, 2025 as the “Record Date” for the purpose of the Annual General Meeting and to ascertain the eligibility to participate in the payment of dividend, if any. 9. The remote e-voting facility will be available during the flowing period after which the portal shall forthwith be blocked and shall not be available for remote e-voting:- Commencement of remote e-voting 09.00 am (IST) on Tuesday 23rd September, 2025 End of remote e-voting 05.00 pm (IST) on Thursday, 25th September, 2025 Once the vote on a resolution is casted by a member, such member shall not be allowed to change it subsequently. 10. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. 19th September, 2025 only shall be entitled to avail the facility of remote e-voting as well as e-voting at the AGM. 11. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of Shareholders and the Company is required to deduct tax at source from dividend paid to Shareholders at the prescribed rates. For the prescribed rates for various categories, the Shareholders are requested to refer to the Income Tax Act, 1961. The Shareholders are requested to update their PAN with the Company/ Ankit Consultancy Private Limited (in case of shares held in physical mode) and with the Depositories/ Depository Participants (in case of shares held in demat mode). The shareholders who are not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by e-mail to [email protected] or [email protected] latest by 11:59 P.M. (IST) on or before 19th September, 2025. Shareholders are requested to note that if their PAN is not registered, the tax will be deducted at a higher rate of 20%. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10 F, any other document which may be required to avail the tax treaty benefits by sending an email to [email protected]. The aforesaid declaration and documents need to be submitted by the shareholders by 11:59 P.M. (IST) on or before 19th September, 2025. 12. The recorded transcript of the forthcoming AGM shall also be made available on the website of the Company www.fluidomat.com as soon as possible after the Meeting is over. 13. Members joining the meeting through VC/OAVM, who have not casted their vote by means of remote e- voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have casted their vote by remote e-voting prior to the AGM may also join the AGM through VC/OAVM but shall not be entitled to cast their vote again. 14. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested,

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

maintained under section 189 of the Act will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of 49th AGM i.e. 26th September, 2025. Members seeking to inspect such documents may send an email to [email protected].

CS Ishan Jain, Proprietor of M/s Ishan Jain & Co., Company Secretaries, Indore (M.P.) (F.R.No.S2021MP802300; Peer Review No. 6973/ 2025 M.No. FCS 9978 & C.P.No.13032), has been appointed as the Scrutinizer to scrutinize the e-voting at the AGM and remote e-voting process in a fair and transparent manner.
The Members are requested to:
a. Intimate changes, if any, in their registered addresses immediately.
b. Quote their ledger folio number in all their correspondence.
c. Send their Email address to RTA for prompt communication and update the same with their DP to receive softcopy of the Annual Report of the Company.
The report on the Corporate Governance and Management Discussion and Analysis also form part to the report of the Boards.
Members desirous of obtaining any information concerning Accounts and Operations of the Company are requested to address their questions in writing to the Company at least 7 days before the date of the Meeting at its email ID [email protected] so that the information required may be made available at the Meeting.
Members are requested to notify immediately any change in their address and also intimate their active E- Mail ID to their respective Depository Participants (DPs) in case the shares are held in demat form and in respect of shares held in physical form to the Registrar and Share Transfer Agent (RTA) Ankit Consultancy Pvt. Ltd Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P.) having email Id [email protected]; [email protected] to receive the soft copy of all communication and notice of the meetings etc. of the company.
Relevant documents referred to in the accompanying Notice are open for inspection by the members at the registered office of the Company on all working days, except Saturday, between 2:00 P.M. and 4:00 P.M. up to the date of the meeting.
Members may please note that SEBI, vide its Master circular no. SEBI/HO/MIRSD/MIRSD_RTAMB /P/CIR/ 2022/8 dated January 25, 2022, by rescinding earlier circulars, has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service from the Standard documents for Investors available on the Company’s website https://www.fluidomat.com/InvestorRelation.html and is also available on the website of the RTA i.e. https://www.ankitonline.com/documents.aspx. It may be noted that any service request can be processed only after the folio is KYC Compliant.
Members holding shares in physical form are required to submit PAN, nomination, contact details, bank account details and specimen signature in specified forms. Members may access https://www.fluidomat.com/ InvestorRelation.html or https://www.ankitonline.com/documents.aspx for Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out. Members may make service requests by submitting a duly filled and

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

signed Form ISR-4 & ISR-5, the format of which is available on the Company’s website and on the website of the Company’s Registrar and Transfer Agent.

	signed Form ISR-4 & ISR-5, the format of which is available on the Company’s website and on the website of the Company’s Registrar and Transfer Agent.
22.	SEBI vide its notification dated January 24, 2022 has amended Regulation 40 of the SEBI Listing
	Regulations and has mandated that all requests for transfer of securities including transmission and
	transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate
	all risks associated with physical shares and avail various benefits of dematerialization, Members are
	advised to dematerialize the shares held by them in physical form. Members can contact the Company or
	RTA, for assistance in this regard.
	Please also note that SEBI by circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated 2nd July,
	2025 has opened special window for lodgment of transfer deeds lodged prior to deadline of April 01, 2019
	and rejected/returned due to deficiency in the documents, may be re-lodged with requisite documents. It
	was further decided to fix March 31, 2021 as the cut-off date for re-lodgement of transfer deeds. The
	special window shall be opened for a six months from 7th July, 2025 to 6th January, 2026.
23.	Pursuant to the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and
	Refund) Rules, 2016 (Rules), the Company is in process to transfer the equity shares in respect of which
	(Dividend year 2017-18) dividend has not been claimed/encashed for 7 or more consecutive years to the
	Investor Education and Protection Fund Authority (IEPF) of the Central Government. The Company has
	sent letters to the concerning shareholders whose dividend has not been claimed/encashed for 7 or more
	consecutive years. The details of such shareholders are posted on the website of the Company at
	www.fluidomat.com. Please note that the shares so transferred to the IEPF can be claimed from the IEPF
	Authority as per the procedure prescribed under the Rules.
	The Ministry of Corporate Affairs, through the Investor Education and Protection Fund Authority (IEPFA),
	has launched a special campaign titled“Saksham Niveshak”from 28th July 2025 to 6th November 2025.
	The campaign aims to assist shareholders in claiming their unpaid or unclaimed dividends and to prevent
	the transfer of such amounts and related shares to the IEPF. Shareholders are advised to update their KYC
	details, verify any unclaimed dividends for the years 2017-18 to 2023-24, and take necessary action to
	claim these amounts. Details of unpaid dividends are available on the Company’s website and the IEPF
	portal. The Company requests all shareholders to utilize this opportunity to safeguard their entitlements
	and update their records promptly.
24.	Dispute Resolution Mechanism at Stock Exchanges-SEBI, vide its circular no. SEBI/HO/ MIRSD/MIRSD_
	RTAMB/P/CIR/2022/76 dated May 30, 2022, provided an option for arbitration as a Dispute Resolution
	Mechanism for investors. As per this circular, investors can opt for arbitration with Stock Exchanges in
	case of any dispute against the Company or its Registrar and Transfer Agent on delay or default in
	processing any investor services related request. In compliance with SEBI guidelines, the Company had
	sent communication intimating about the said Dispute Resolution Mechanism to all the Members holding
	shares in physical form.
25.	SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and
	SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 04, 2023, read with Master Circular No.
	SEBI/HO/ OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 4, 2023), has
	established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in
	the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve
	their grievances with the RTA/Company directly and through existing SCORES platform, the investors can
	initiate dispute resolution through their Portal (https://smartodr.in/login ) and the same can also be
	accessed through the Company’s website at https://www.fluidomat.com/InvestorRelation.html
26.	The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out details
	relating to special business at the meeting is annexed and forms part of the Notice.
27.	Due dates for transfer of unclaimed/unpaid dividends and the amount remained unclaimed which may be
	transferred if continuing remain unpaid and or the balance amount if not claimed by the shareholders for
	transfer thereafter the same to IEPF are as under:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Financial Year	Date of Declaration	Type of Dividend	Due date for transfer to IEPF	Unpaid dividend as on 31.03.2025 (Amount in Rs.)
2017-18	26.09.2018	Final Dividend	25.10.2025	3,95,918.25
2018-19	26.09.2019	Final Dividend	25.10.2026	2,06,506.00
2019-20	14.02.2020	Interim Dividend	13.03.2027	3,23,586.00
2020-21	25.09.2021	Final Dividend	24.10.2028	3,32,471.75
2021-22	26.09.2022	Final Dividend	25.10.2029	3,22,489.00
2022-23	26.09.2023	Final Dividend	25.10.2030	3,94,357.50
2023-24	26.09.2024	Final Dividend	25.10.2031	5,05,066.50

28. Voting through electronic means:

Members are requested to carefully read the below mentioned instructions for remote e-voting before casting their vote.

i. The voting period begins on 23rd September, 2025 (Tuesday), 9:00 A.M. (IST) and ends on 25th September, 2025 (Thursday), 5:00 P.M. (IST). During this period shareholders ‘of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (19th September, 2025) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC/OAVM but shall not be entitled to cast their vote again.

iii. Pursuant to Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024, under Regulation 44 of Securities and Exchange Board of India (LODR)) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

iv. In terms of Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024, under Regulation 44 of Securities and Exchange Board of India (LODR)) Regulations, 2015, issued by SEBI on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below: Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
id and password. Option will be made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login
icon and select New System Myeasi.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page of the e-
Voting service provider for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting. Additionally, there is also links provided to access the
system of all e-Voting Service Providers i.e., CDSL/ NSDL/KARVY/LINKINTIME, so that the
user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click
on https:// evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user
by sending OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the evoting is in
progress and also able to directlyaccess the system of all e-VotingService Providers.
1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a
Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen
will open. You will have to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-Voting service provider
name and you will be re-directed to e-Voting service provider website for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/ Secure Web/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e.
your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification
Code as shown on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting.
4. For OTP based login you can click on
https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp . You will have to enter your 8-
digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP
received on registered email id/mobile number and click on login. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name or e-Voting service provider name and you will be re-directed to
e-Voting service provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
with CDSL
Depository
Individual
Shareholders
holding
securities in
demat mode
with NSDL
Depository

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Individual
Shareholders
(holding securities
in demat mode)
login through their
Depository
Participants (DP)

You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be
able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/
CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at No.: 022-48867000 and 022-24997000

Step	2	: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode
		and non-individual shareholders in demat mode.
(I)		Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other
		than individual holding in Demat form.
1)		The shareholders should log on to the e-voting website www.evotingindia.com.
2)		Click on “Shareholders” module.
3)		Now enter your User ID
		a. For CDSL: 16 digits beneficiary ID,
		b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
		c. Shareholders holding shares in Physical Form should enter Folio Number registered with the
		Company.
4)		Next enter the Image Verification as displayed and Click on Login.
5)		If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
		earlier e-voting of any company, then your existing password is to be used.
6)		If you are a first-time user, follow the steps given below:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(
(
(
(
(
(
(
(
(
(
(
(

ii)
After entering these details appropriately, click on “SUBMIT” tab.
iii)
Shareholders holding shares in physical form will then directly reach the Company selection screen.
However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note that this
password is to be also used by the demat holders for voting for resolutions of any other company on which
they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care to keep your
password confidential.
iv)
For shareholders holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
v)
Click on the EVSN forFLUIDOMAT LIMITEDto vote.
vi)
On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to
the Resolution and option NO implies that you dissent to the Resolution.
vii)
Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
viii)
After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
ix)
Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
x)
You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xi)
If a demat account holder has forgotten the login password, then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
xii)
There is also an optional provision to upload BR/POA if any uploaded, which will be made available to
scrutinizer for verification.
xiii)
Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
•
Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required
to log on to www.evotingindia.com and register themselves in the “Corporates” module.
•
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected]
•
After receiving the login details a Compliance User should be created using the admin login and
PAN
Dividend Bank
Details
OR
Date of Birth
(DOB)
For Physical shareholders and other than individual shareholders holding shares in Demat.
Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
•
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
demat account or in the company records in order to login.
•
If both the details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	password. The Compliance User would be able to link the account(s) for which they wish to vote on.
	• The list of accounts linked in the login will be mapped automatically & can be delink in case of any
	wrong mapping.
	• It is Mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they
	have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the
	scrutinizer to verify the same.
	• Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board
	Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory
	who are authorized to vote, to the Scrutinizer and to the Company at the email address viz;
	[email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting
	system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING
DURING MEETING ARE AS UNDER:
1.	The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions
	mentioned above for e-voting.
2.	The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed
	after successful login as per the instructions mentioned above for e-voting.
3.	Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However,
	they will not be eligible to vote at the AGM.
4.	Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5.	Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any
	disturbance during the meeting.
6.	Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
	Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is
	therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
7.	Shareholders who would like to express their views/ask questions during the meeting may register
	themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning
	their name, demat account number/folio number, email id, mobile number at [email protected]. The
	shareholders who do not wish to speak during the AGM but have queries may send their queries in
	advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id,
	mobile number at [email protected]. These queries will be replied by the company suitably by email.
8.	Those shareholders who have registered themselves as a speaker will only be allowed to express their
	views/ask questions during the meeting.
9.	Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their
	vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be
	eligible to vote through e-Voting system available during the AGM.
10.	If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same
	shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such
	shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the
	shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH
THE	COMPANY/DEPOSITORIES.
1.	For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned
	copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR
	(self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2.	For Demat shareholders -, Please update your email id & mobile no. with your respective Depository
	17

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	Participant (DP)
3.	For Individual Demat shareholders – Please update your email id & mobile no. with your respective
	Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through
	Depository.
	If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System,
	you can write an email to [email protected] or contact at toll free no. 1800 21 09911.
	All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh
	Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon
	Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email
	to [email protected] or call toll free no. 1800 21 09911.
29.	General Guidelines for shareholders:
a.	Members can also update your mobile number and e-mail id in the user profile details of the folio which
	may be used for sending future communication(s).
	Any person, who acquires shares of the Company and become member of the Company after mailing of
	the notice and holding shares as on thecut-off date i.e. 19th September, 2025(Friday), may obtain the
	login ID and password by sending a request at [email protected].
b.	A person, whose name is recorded in the register of members or in the register of beneficial owners
	maintained by the depositories as on thecut-off date i.e. 19th September, 2025(Friday) only shall be
	entitled to avail the facility of remote e-voting as well as e- voting at the AGM.
c.	The Chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to be held,
	allow e-voting to all those members who are present/logged in at the AGM but have not cast their votes by
	availing the remote e-voting facility.
d.	The Results of the voting on the resolutions along with the report of the Scrutinizer shall be declared and
	placed on the website of the Company (www.fluidomat.com) and on the website of CDSL immediately
	after the declaration of result by the Chairman or a person authorized by him in writing. The results shall
	also be immediately forwarded to the BSE Limited (Stock Exchange).
e.	For any other queries relating to the shares of the Company, you may contact the Share Transfer Agents
	Ankit Consultancy Pvt. Ltd. at the address: - Plot No. 60, Electronic Complex, Pardeshipura Indore (M.P.)
	452010 Tel-0731-4281333/0731-4065797/99 Fax-0731-40657 98 Email id: [email protected]
f.	The 49th AGM will be held through VC/OAVM therefore, the requirement for route map is not applicable.
g.	The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast
	during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 2
	working days from the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in
	favour or against, if any, to the Chairperson or a person authorized by him in writing, who shall countersign
	the same.
h.	Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail
	address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power
	of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code,
	IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to RTA in case the
	shares are held by them in physical form.
i.	As per the provisions of Section 72 of the Act, the facility for making nomination is available for the
	Members in respect of the shares held by them. Members who have not yet registered their nomination are
	requested to register the same by submitting Form No. SH-13. Members are requested to submit the said
	details to their DP in case the shares are held by them in electronic form and to STA, in case the shares are
	held in physical form.
j.	In case of joint holders, the Member whose name appears as the first holder in the order of names as per
	the Register of Members of the Company will be entitled to vote at the AGM.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

PARTICULARS OF THE DIRECTORS SEEKING RE-APPOINTMENT/ APPOINTMENT IN THE ENSUING ANNUAL GENERAL MEETING

Name of Directors	Shri Kunal Jain	Mrs. Radhica Sharma
Designation	Whole-time Director Designated as Executive Director	Whole-time Director designated as the Deputy Managing Director (proposed Designation : (Joint Managing Director)
DIN	01475424	06811597
Date of Birth	27/04/1982	14/09/1979
Date of Appointment (previous)	01/5/2023	10/02/2025
Expertise/ Experience in specific functional areas	23 years’ experience in the field of commercial matters and Industrial Management	24 years’ experience in the field of commercial matters and Industrial Management
Qualification	B. Com	BBA, PGDBM
No. & % of Equity Shares held	11,99,346 equity shares (24.34%)	31,730 (0.64%) (As a Joint holder in which First Owner is Mr. Sandeep Sharma)
List of outside Company’s directorship held	Redwood Packaging Pvt. Ltd	NIL
Chairman / Member of the Committees of the Board of Directors of the Company	NIL	NIL
Chairman / Member of the Committees of the Board, Directors of other Companies in which he is director	NIL	NIL
Disclosures of relationships between directors inter-se.	1. Shri Ashok Jain: Chairman & Managing Director - Father 2. Shri Kunal Jain: Whole-time Director -Brother	1. Shri Ashok Jain: Chairman & Managing Director - Father 2. Shri Kunal Jain: Whole-time Director -Brother

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

EXPLANATORY STATEMENT IN TERMS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4:

In accordance with the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (‘the Act’), every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Board’s report, prepared under Section 134(3) of the Act.

pursuant to recent amendments to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’), every listed entity and its material Subsidiaries in India are required to conduct Secretarial Audit and annex the Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholders’ approval to be obtained at the Annual General Meeting.

In compliance with the aforesaid provision, the Board of directors, on the recommendations the Audit Committee, at their meeting held on 13th August, 2025, has approved the appointment of M/s D.K. Jain & Co., Practicing Company Secretaries (FRN. S2003MP064600, Peer Review No.:6672/2025; FCS 3565; C.P. No.2382) as Secretarial Auditor of the Company to hold office from Financial Year 2025-26 till 2029-30.

Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015, the approval of the shareholder is sought for appointment of M/s. D.K. Jain & Co. as Secretarial Auditor of the Company to hold office from Financial Year 202526 till 2029-30.

M/s. D.K. Jain & Co., has given their consent to act as the Secretarial Auditors, confirmed that they hold a valid peer review certificate issued by ICSI and that they are not disqualified from being appointed as Secretarial Auditors. The documents relating to appointment of M/s D. K. Jain & Co., are available for inspection at both the Registered Office and the Corporate office of the Company.

None of the directors, Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise in the Resolution No. 4 set out in this Notice.

The disclosure under Regulation 36(5) of the Securities and Exchange Board of India (LODR) Regulations, 2015 is given hereunder:

Terms of Appointment	For a term of 5 (Five) consecutive years from Financial Year 2025-26 till 2029-30
Proposed Audit fees payable to the Secretarial Auditors	Remuneration for the FY 2025 -26 is Rs.86,400/ - plus GST and for the further years increase in every year as may be decided by the Audit Committee.
Material changes in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change	NA
Basis of recommendation and Auditor	The proposal for proposed appointment of M/s. D. K.
credentials	Jain & Co., was considered and approved by Audit Committee on the basis that: - 1. The rm is in Secretarial Practice for more than 28

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

The rm is well exposed to the secretarial practices, followed by listed companies and Corporate Restructuring, IBC, Valuation and other matters.
CS (Dr.) Dilip Kumar Jain proprietor of D. K. Jain & Co., Company Secretaries is the renowned Author of various professional Books on Company Law, IBC, LLPs, Cost Audit, and merger and amalgamations, etc.
The Secretarial Auditor holds a valid certicate of Peer Review as prescribed by the ICSI vide certicate number 6672/2025.

Item No. 5 & 6:

Shri Kunal Jain was re-appointed w.e.f. 1st May, 2023 by the shareholders at 46th Annual General Meeting held on 26th September, 2022 for a period of three years on the total monthly remuneration not exceeding Rs. 4,50,000/- per month inclusive of all allowances and perquisites. The monthly remuneration was further revised at 47th Annual General Meeting held on 26th September, 2023 w.e.f. 1st October, 2023 for a remaining part of his tenure upto 30th April, 2026 on the total monthly remuneration not exceeding Rs. 6,00,000/- per month inclusive of all allowances and perquisites.

In accordance with the provisions of Regulation 17(6)(e) of SEBI (LODR) Regulations, 2015, the fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if –

(i) the annual remuneration payable to such executive director exceeds Rs.5 crore or 2.5% of the net profits of the company, whichever is higher; or
(ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5% of the net profits of the company: Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director. The net profits shall be calculated as per section 198 of the Companies Act, 2013.

The Board of directors of your company comprises of three executive directors i.e. Shri Ashok Jain, Chairman and Managing Director, Shri Kunal Jain, Whole-time Director and Mrs. Radhica Sharma, Whole-time Director, belonging to Promoter and Promoter Group.

Shri Kunal Jain is leading the design department. He has wide and varied experience in our industry and is acquainted with thorough knowledge of business. Due to his active participation the department is well disciplined. He has made a systemic procedure in his department and the Company is being benefited with his experience, commitment, and capabilities.

The Nomination & Remuneration Committee and the Board, after reviewing his performance, has recommended to increase his remuneration payable for an amount not exceeding Rs.7,00,000/- per month w.e.f. 1st October, 2025 till the remaining part of his tenure upto 30th April, 2026 on the terms and conditions and revised remuneration as set out in the Item No. 5 of the notice and recommend passing necessary special resolution at the Meeting.

The Board of Directors upon recommendation of the Nomination & Remuneration Committee, after reviewing the performance, has recommended re-appointment of Shri Kunal Jain on the terms and conditions as set out in the Item No. 6 of the notice and recommend passing of necessary special resolution at the Meeting.

Shri Kunal Jain, being the appointee is financially interested in the resolution to the extent of the remuneration as may be paid to him, further, Shri Ashok Jain, Chairman & Managing Director Mrs. Radhica Sharma Whole-time Director and Mrs. Monica Jain, Chief Financial Officer being his relatives may also be deemed as concerned or interested otherwise in the resolutions. Except that none of the directors or Key Managerial Personnel (KMP) or

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

their relatives are concerned or interested in the Resolution.

Shri Kunal Jain also holds 11,99,346 equity shares of Rs. 10/- each totaling to 24.34% of the total paid up capital of the Company.

The Information as required under section II, Part 2 of the Schedule V is being given with the Item No. 7 being the information are in common nature.

Item No. 7:

Mrs. Radhica Sharma was previously re-appointed by the shareholders at the 48th Annual General Meeting held on 26th September, 2024 w.e.f. 10th February, 2025 as the Whole-time Director and Designated as the Dy. Managing Director for a period of three years and her remuneration was not exceeding Rs.6,00,000/- per month inclusive of all allowances and perquisites.

(i) the annual remuneration payable to such executive director exceeds Rs.5 crore or 2.5% of the net profits of the company, whichever is higher; or

(ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5% of the net profits of the company: Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director. The net profits shall be calculated as per section 198 of the Companies Act, 2013.

She is a result oriented and driven to manage costs and establish strategic mutually beneficial partnerships and relationships with users’ vendors and service providers. Excel at building and retaining high performance teams by hiring developing and motivating skilled professionals. She is mainly responsible for sales, management and procurement of raw material management, inventory control, debtors management, administration besides other duties and responsibilities in the Company. The Board of directors considered that due to her extraordinary efforts, the company is able to recover debt and further she has introduced many new suppliers and vendors and satisfactorily handling all the purchases of the company resulting reduction in the cost related to raw material & other purchase. She is showing multiple roles in day-to-day affairs of the company such as strategic management, good corporate governance, tapping foreign and domestic markets and production management.

The overseas market is also headed by Mrs. Radhica Sharma. She also helps with brand building of the Company’s product in the international market. She visited various countries for export sales and succeeded. Not only overseas sales but she is also able to get good orders from the domestic market. At present, the company is making good order bookings due to her extraordinary effort.

The Board at their meeting held on 13th August, 2025 upon recommendation of Nomination and Remuneration Committee after reviewing the performance, has approved and recommended the increase in the remuneration payable to Mrs. Radhica Sharma not exceeding Rs. 7,00,000/- per month w.e.f. 1st October, 2025 till the remaining part of her tenure upto 9th February, 2028 and also recommended to change in designation from Deputy Managing Director to Joint Managing Director of the Company w.e.f. 1st October, 2025.

Change in designation from Deputy Managing Director to Joint Managing Director will bring more clarity, authority, broader responsibilities for overall strategy, performance, external relations and strategic alignment within the organization. It will streamline decision-making, enhance the individual's perceived authority and better reflect their level of responsibility. This change can also enhance the company's image and credibility, particularly in dealings with external stakeholders like investors, partners, and the public.

In view thereof the approval of the members by way of a special resolution is being sought for approving the revised terms and conditions of change in designation including remuneration payable to her as stated in Item No. 7 of the notice of Annual General Meeting.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Mrs. Radhica Sharma, being the appointee is financially interested in the resolution to the extent of the remuneration as may be paid to her. Shri Ashok Jain, Chairman & Managing Director, Shri Kunal Jain Whole-time Director and Mrs. Monica Jain, Chief Financial Officer being her relatives may also be deemed as concerned or interested otherwise in the resolutions. Except that none of the directors or Key Managerial Personnel (KMP) or their relatives are concerned or interested in the Resolution.

Mrs. Radhica Sharma jointly with her husband Mr. Sandeep Sharma holding 31,730 equity shares of Rs. 10/each totaling 0.64% of the total paid up capital of the Company.

The Information as required under section II, Part 2 of the Schedule V is being given as under:

I. General Information:

I.	General Information:	General Information:	General Information:
(1)	Nature of industry			Engineering machinery (Fluid couplingmanufacturing)
(2)	Date or expected date of commencement of commercial production			N.A., already existing in business
(3)	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus			N.A., already existing in business
(4)	Financial performance based on given indicators			The Company has achieved turnover of Rs.7218.29 Lakhs for the year ended 31 st March, 2025 and earned profits before Tax Rs.2980.52 Lakhs.
(5)	Foreign investments or collaborations, if any.			There is no foreign investment or Foreign Collaboration in the Company except that the company is having NRI/ FPI holding in equity shares of Rs. 15.46 Lakhs as on 31st March, 2025 which is 3.14% of total equityshareholding.
II. Information about the appointee:
Sr. No.		Particulars	Shri Kunal Jain		Smt. Radhica Sharma
(1)		Background details	Shri Kunal Jain, Whole-time Director is graduate and involved in production and design development beside administration and other commercial activities under the guidance of Chairman and he is having more than 23 years’ experiences in commercial matters.		Smt. Radhica Sharma is a post graduate and results-oriented Deputy Managing Director driven to manage costs and establish strategic mutually beneficial partnerships and relationships with users’ vendors and service providers. Excel at building and retaining high performance teams by hiring developing and motivating skilled professionals. Having more than 24 years’ experience in the field of commercial matters and Industrial management.
(2) (3)		Past remuneration	The total Remuneration for the year 2024-25 is Rs. 78.16 lakhs.		The total Remuneration for the year 2024-25 is Rs. 80.16 lakhs
		Recognition or awards	Nil		Nil

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

III.
Other Information :
BY ORDERS OF THE BOARD
DEVENDRA KUMAR SAHU
COMPANY SECRETARY
ACS 31933
Place: Indore (M.P.)
Date: 13th August, 2025
(1)
Reasons of loss or inadequate profits
There is no loss however, there may be inadequate profits as
per section 197of the Companies Act, 2013 to distribute among
the Managerial Personnel.
During the year 2024-25 Company’s turnover and profit has
been increased.
(2)
Steps taken or proposed to be taken for The Company is continuing efforts to introduce higher value
improvement
products and broaden its operating base.
(3)
Expected increase in productivity and
The company is expected to increase in productivity and profit
profits in measurable terms
as per prevailing market and industry which cannot be
ascertain.
(4)
(5)
(6)
(7)
Job profile and his
/her suitability
Remuneration
proposed
C o m p a r a t i v e
remuneration profile
with respect to industry,
size of the company,
profile of the position
and person (in case of
expatriates the relevant
details would be with
respect to the country of
his origin)
Pecuniary relationship
directly or indirectly with
t h e c o m p a n y, o r
relationship with the
managerial personnel, if
any.
Shri Kunal Jain is leading design
department. He is having wide and
varied experience in our industry and
is acquainted with thorough
knowledge of business.
Upto Rs. 84.00 lakhs p.a. and other
perquisites as specified in the
resolution.
The remuneration proposed is
comparable with remuneration for
equivalent position in a unit of
comparable size and complexity.
Shri Kunal Jain alongwith his relatives hold
51.07% equity share capital of the Company.
He is also having interest to the extent of the
remuneration which he may draw from the
Company being the Executive Director and
dividend as may be declared by the
Company. He has also rented out office
premises to the Company on terms approved
by the Board.
Shri Kunal Jain is a relative of Shri Ashok Jain,
and Mrs. Radhica Sharma Whole-time
Directors and Mrs. Monica Jain, CFO of the
Company.
The remuneration proposed is
comparable with remuneration for
equivalent position in a unit of
comparable size and complexity.
She is having interest to the extent of the
remuneration which she may draw from the
Company being the Executive Director and
dividend as may be declared by the Company.
Mrs. Radhica Sharma is a relative of Shri Ashok
Jain, Chairman and Managing Director and
Shri Kunal Jain Whole-time directors and Mrs.
Monica Jain, CFO of the Company.
She along with her relatives hold 51.71% equity
share capital of the Company and individually
she holds 31,730 equity shares of Rs. 10/- each
jointly with her husband aggregating 0.64% of
the total paid up capital of the Company
Mrs. Radhica Sharma is mainly
responsible for Sales, raw material
management, Inventory control,
D e b t o r s m a n a g e m e n t ,
Administration besides other duties
and responsibilities in the Company.
Upto Rs.84.00 lakhs p.a. and other
perquisites as specified in the
resolution.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

BOARD’S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

The Members of,

Fluidomat Limited

Indore (M.P.)

Your directors have pleasure in presenting 49th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31st 2025.

FINANCIAL RESULTS:

Financial performance of the Company is summarized in the table below: -

nanca perormance o e ompany s summarze n e ae eow: -	(Rs. In Lakhs Except EPS)	(Rs. In Lakhs Except EPS)
Particulars	Year ended on
	31.03.2025	31.03.2024
Revenue from Operations Other Income Total Income Total Expenditure except Interest and Depreciation Profit before Interest, Depreciation & Tax (EBIDTA) Less: Interest Less: Depreciation Profit before Tax Less: (a) Current Tax (b) tax adjustment related to previous year. © Deferred Tax Net Profit for the year Other Comprehensive Income/(Loss) Total Comprehensive Income for the year Reserves & Surplus EPS(Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) Paid up EquityShare Capital	7218.29 345.94 7564.23 4490.01 3074.22 0.00 93.70 2980.52 758.09 (4.44) 4.52 2222.35 2.28 2224.63 7552.24 45.15 492.70	5549.18 345.18 5894.36 4061.90 1832.46 0.09 75.27 1757.10 452.15 0.94 (1.23) 1305.24 85.46 1390.70 5598.59 28.23 492.70

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

2024-25 has been another remarkable year for Fluidomat. The Company delivered its best-ever performance in 2024-25 during this financial year the Company has generated total revenue of Rs.7564.23 lakhs as compared to Rs. 5894.36 lakhs in the previous financial year 2023-24 registering an increase in total revenue of 28.33% whereas as on March 31, 2025, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs.3074.22 lakhs as compared to Rs. 1832.46 lakhs in the corresponding previous financial year and the Net Profit for the financial year 2024-25 has increased to Rs. 2222.35 lakhs as compared to Rs. 1305.24 lakhs during the previous financial year. The Earning per share (EPS) for the year

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

increased to Rs. 45.15 as compared to EPS of Rs. 28.23 in the previous financial year.

The company has booked the orders of Rs.5815.76 lakhs during the financial year 2024-25 as compared to the order booking of Rs.6003.22 lakhs in the previous financial year, which is lower by 3.12%.

DIVIDEND:

Your Board is pleased to recommend a dividend of Rs.7.50 (75%) (Subject to TDS) on Equity Share of Rs.10/- each for the year ended March 31, 2025. (Previous year Rs.5.50 (55%) per Equity Share of Rs.10/each). The above dividend would be subject to approval by the Members in the ensuing Annual General Meeting. The proposed dividend will absorb Rs. 369.52 Lakhs (P.Y. Rs.270.99 Lakhs).

TRANSFER TO RESERVES:

During the year, your company has voluntarily transferred Rs 100.00 Lakhs (Previous year Rs. 100.00 Lakhs) to the General Reserves. Except this, the company has not transferred any funds to any kind of Reserves during the year (Previous Year: Nil)

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as of 31st March, 2025 was Rs.492.70 Lakhs divided into 49.27 Lakhs equity shares of Rs.10/- each. There is no change in the share Capital of the Company during the year. Your company does not hold any instruments convertible into the equity shares. The equity shares of the Company are listed and frequently traded at the BSE Ltd.

CHANGE IN CONTROL AND NATURE OF BUSINESS:

There is no change in control and nature of business activities during the period under review.

BUSINESS TRANSFER:

There is no transfer of business during the period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnel’s as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnel’s during the year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have also registered themselves with Independent Directors’ Databank maintained by the IICA as per requirement of the Companies Act, 2013.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

The Board is of the opinion that Shri Ashok Kumar Patni (DIN 10251353), Shri Samyak Modi (DIN 07359320) and Shri Sharad Panot (DIN 10262641) carry integrity, expertise and experience as well as they are registered themselves on independent directors portal maintained by IICA.

Directors liable to retire by rotation and seeking re-appointment:

Mrs. Radhica Sharma (DIN- 06811597) Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment. Your directors recommend passing necessary resolution as proposed in Item No. 3 of the Notice of the 49th Annual General Meeting. Your Board recommends to pass necessary resolutions.

Executive Director seeking re-appointment:

The tenure of Shri Kunal Jain (DIN: 01475424) Whole-time Director and designated as the Executive Director will be completed on 30th April, 2026 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee propose to re-appointment him for a further period of Three (3) years w.e.f. 1st May, 2026. Your Board recommends passing a special resolution as per requirements of the Companies Act, 2013 read with Reg. 17(6)(e) of SEBI (LODR) Regulation, 2015 as set out in Item No. 6 of the Notice of the 49th Annual General Meeting.

BOARD MEETINGS AND THE BOARD:

A. Number of meetings of the Board:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings did not exceed 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as per details of the meetings given in the Corporate Governance Report which forms part of this report.

B. Policy on Directors’ appointment and remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link: https://www.fluidomat.com/InvestorRelation.html. The details of the same are also covered in Corporate Governance Report forming part of this annual report.

C. Board Evaluation:

The Company has devised a Policy for Performance Evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Nomination & Remuneration Committee and the Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

shared the report on evaluation with the respective Committee members. The performance of each
Committee was evaluated by the Board, based on report on evaluation received from respective
Committees.
The formal evaluation of the performance of individual directors was made by independent directors in their
meeting and report on performance evaluation was placed before the Board of Directors for consideration.
The report on performance evaluation of the individual directors was reviewed by the Chairman of the Board
& Nomination & Remuneration Committee and feedback was given to Directors.
COMMITTEES OF THE BOARD:
In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes
the Board has the following Four (4) committees as on 31.03.2025:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders’ Relationship Committee
d) Corporate Compliance Committee
Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board
and its committees is provided under the Corporate Governance Report section in this report.
DIRECTORS’ RESPONSIBILITY STATEMENT:
In terms of Section 134(3)© of the Companies Act, 2013, your directors, to the best of their knowledge and
belief and according to the information and explanations obtained by them in the normal course of their work,
state that, in all material respects;
a) In the preparation of the Annual Financial Statements for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same;
b) Appropriate Accounting Policies have been selected, applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to gives true and fair view of the state of affairs
of the company as at March 31, 2025 and of the profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls were adequate and operating
effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

AUDITORS AND THEIR REPORT:

A. Statutory Auditors and their Report:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s J.P. Saraf & Co. LLP (Erstwhile J. P. Saraf & Co.), Chartered Accountants (F. R. No. 006430C/C400368), was appointed as the statutory auditors of the Company to hold office for the first term of 5 years commencing from conclusion of the 46th Annual General Meeting upto the conclusion of the 51st Annual General Meeting of the Company to be held in the calendar year 2027.

The Auditor’s Report and the Notes on financial statement for the year 2024-25 referred to in the Auditor’s Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Auditors and Records:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended from time to time, the provisions regarding Cost Audit are not applicable to the Company during the year 2024-25. However, as per the requirement of the Cost Audit Rules, the company has maintained the Cost Records during the F.Y. 2024-25.

C. Secretarial Auditors:

i. Secretarial Audit for the financial year 2024-25

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has Re-appointed M/s D. K. Jain & Co., Company Secretaries (F.R.No. S2003MP064600) FCS 3565 and CP 2382 to undertake the Secretarial Audit of the Company for the year 2024-25. The Report of the Secretarial Audit for the year 2024-25 in Form MR-3 is annexed herewith as “Annexure-1”. The Secretarial Auditor’s Report for the year 2024-25 referred to in their Secretarial Auditor’s Report are self-explanatory and do not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

ii. Appointment of Secretarial Auditors for the period of 5 (five) consecutive financial years:

Pursuant to SEBI (LODR) Amendment Regulation, 2024 and Section 204 of the Companies Act, 2013 Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed M/s D. K. Jain & Co., Company Secretaries (F.R. No. S2003MP064600) FCS 3565 and CP 2382 as the Secretarial Auditors of your Company subject to approval of members in ensuing 49th Annual General Meeting for the period of five consecutive financial years starting from 1st April, 2025 to 31st march, 2030 at such remuneration as provided in the notice of AGM.

Written consent was received and proposed Auditors has confirmed that the appointment is in accordance with the applicable regulations/provisions of the SEBI (LODR) Regulation, 2015, Companies Act, 2013 and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of 5 (five) consecutive financial years i.e. from 1st April, 2025 to 31st march, 2030.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

D. Disclosure of frauds against the Company:

The auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2024-25. Further that, there were no instances of fraud, other than those which are reportable to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered any material contracts or arrangements with the related parties during the year 2024-25 and all the contracts or arrangements that were entered with the related parties are in ordinary course of business and on arm’s length basis, which were approved by the Audit Committee and the Board from time to time.
Therefore, there are no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 is not applicable. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 45 of the financial statements for the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There was no significant material orders passed by the Regulators/Courts of law which would have impact on the going concern status of the Company and its future operations.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company does not have any Subsidiary/Associate/Joint venture for the financial year 2024-25. Therefore, Company does not require to prepare consolidated financial statements pursuant to section 136 of the Companies Act, 2013.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

There is no Subsidiary, associate company or/and joint venture within the meaning of the Companies Act, 2013 during the financial year 2024-25.

PUBLIC DEPOSITS:

Your Company has not accepted deposit from the public, falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2025.

Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in Rs.
1	Details of Deposits accepted duringtheyear	Nil
2	Deposits remainingunpaid or unclaimed at the end of theyear	Nil
3	Default in repayment of deposits	N.A.
	At the beginning of the year
	Maximum during the year
	At the end of theyear
4	Deposits not in compliance with law	N.A.
5	NCLT/ NCLAT orders w.r.t. depositors for extension of time andpenaltyimposed	N.A.

	30

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

The Board of Directors has devised systems, policies and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company’s policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company during the Financial Year to which these financial statements relate and the date of report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not provided any loans and/or guarantees pursuant to section 186 of the Companies Act, 2013. However, The Company has made investments in Mutual funds has also given advance against salary or otherwise to the employees of the Company as per the Company’s policy. Details of the existing investment are provided in the Financial Statement and hence, not reproduced here.

WEB ADDRESS FOR PLACING ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return in Form MGT-7 for the year ended 31st March, 2025 is hosted on link https://www.fluidomat.com/InvestorRelation.html which shall be filed with the Registrar of Companies after Annual General Meeting to be held on 26th September, 2025.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the profit of Fluidomat during immediately preceding three financial years, the company is required to undertake Corporate Social Responsibility (CSR) activities during the year 2024-25 as per provisions of the section 135 of the Companies Act, 2013 and the rules made there under. As part of its initiatives under CSR, Fluidomat has undertaken activities in the areas of Education, Health, Sanitation and animal welfare as covered in the Schedule VII of the Companies Act, 2013.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

The Company was required to spend Rs. 25.13 lakhs based of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2024-25. During the year under review, the Company has spent Rs. 19.95 lakhs and the unspent amount Rs. 5.20 lakhs have been transferred to Fund specified in Schedule VII of the Companies Act, 2013 within the prescribed time limit.

The Annual Report on CSR containing the composition of the CSR & Sustainability Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in “Annexure -2” attached to this Report. The CSR Policy may be accessed on the Company’s website at the link https://www.fluidomat.com/InvestorRelation.html.

The Company is not required to have CSR Committee as such, the Board is responsible to implements of the CSR activities.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website at [email protected].

CORPORATE GOVERNANCE:

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Non-disqualification of Director form part of Corporate Governance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith a s “Annexure-3”.

INTERNAL COMMITTEE ON PREVENTION OF SEXUAL HARASSMENT:

The Company has framed ‘Anti–Sexual Harassment Policy’ at workplace and has constituted Internal Complaints Committee (ICC) as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The details relating to the number of complaints received and disposed of during the financial year 2024-25 are as under:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Category	No. of complaints pending at the beginning of - F.Y. 2024-25	No. of complaints led during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25	No. of complaints pending over 90 days
Sexual	Nil	Nil	Nil	Nil
Harassment

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

Your Company always protect the employment of women and ensure their well-being during and after childbirth. During the period under review, there was no case of maternity benefit. The Company affirms that it adheres to the provisions of the Maternity Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory requirements related to maternity benefits, including maternity leave, benefits during the period of absence, and protection of employment. The Company remains dedicated to providing a safe, inclusive, and supportive work environment for all its employees.

RISK MANAGEMENT:

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company’s Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis. The company is not required to have any risk management committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the SEBI (LODR) Regulation, 2015 for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company’s website at the link: (https://www.fluidomat.com/InvestorRelation.html) and the same is being attached with this Report as “Annexure-4”.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

PARTICULARS OF EMPLOYEES:

The information required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended are given below:

A. Ratio of the remuneration of each director to the median employee’s remuneration and the percentage increase in remuneration of each Director & Key Managerial Personnel:

S. No.	Name	Designation	Remuneration for the ear	Remuneration for the ear	Increase In Remuneration	Percentage of Increase	I Ratio Between Director’s Remuneration and Median Employee Remuneration
			y 2024-25 (Rs.)	y 2023-24 (Rs.)	(Rs.)	in Remuner- ation
1	Shri Ashok Jain	MD	91,10,304	83,68,835	7,41,469	8.86%	28.40

2	Shri Kunal Jain	WTD	78,15,600	71,30,300	6,85,300	9.61%	24.36
3	Radhica Sharma	WTD	80,16,000	66,75,088	13,40,912	20.09%	24.99
4	CA Ashok Kumar Patni	Independent Director	Nil	Nil	-	-	-
5	Shri Sharad Panot	Independent Director	Nil	Nil	-	-	-
6	Shri Samyak Modi	Independent Director	Nil	Nil	-	-	-
7	Mrs. Monica Jain	CFO	17,60,306	16,85,132	75,174	4.46%	5.49
8	CS Devendra Kumar Sahu	CS	14,00,444	9,83,074	4,17,370	42.46%	4.37

Independent Directors were paid sitting fees for attending the Meetings of the Board.
B. The percentage increase in the Median remuneration of employees in the financial year: 5%. C. The number of permanent employees on the Roll of the Company as on 31st March, 2025: 200. D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Based on the Remuneration Policy of the Company, average salary of the employees increased at the rate of 7% to 10% and average managerial remuneration increased at the rate of 12.85%. This is based on the Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.
E. Affirmation that the remuneration is as per the Remuneration Policy of the Company: The Company affirms that remuneration is as per the remuneration policy of the Company.
F. Name of the Top 10 employees in terms of remuneration drawn in the financial year 2024-25:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	A statement of Top 10 employees in terms of remuneration drawn as per rule 5(2) read with rule 5(3) of
	Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is
	annexed with the report as“Annexure-5”.
G.	Details of employees who received remuneration in excess of Rs. 102 lakh p.a. or Rs. 8.5 Lakhs
	p.m.:
	i. During the year, none of the employees’ received remuneration in excess of Rs.102.00 Lakhs or more
	per annum or Rs.8.50 per month for part of the year. In accordance with the provisions of section 197 of
	the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of
	Managerial Personnel) Rules, 2014. Therefore, no such disclosure is required.
	ii. During the year, none of the employees received remuneration in excess of that drawn by the
	Managing Director or Whole-time director and none of the employees hold two percent of the equity
	shares of the Company.
TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:
	Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit,
	Transfer and Refund) Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs, the unclaimed
	and unpaid dividends amount for the year 2017-18 is required to be transferred to IEPF on the due date as
	specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7
	years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date.
	Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the
	shareholders for seven consecutive years or more also need to be transferred to the Demat account of the
	IEPF Authority.
	The company has transferred the unclaimed and unpaid dividends of Rs. 4,23,140.00 has also transferred
	5872 equity shares of Rs. 10/- each to the IEPF Authority for the dividend declared by the company in the
	year 2016-17.
	The details related to the dividend remains unpaid-unclaimed from the Company has been given in the
	Corporate Governance Report attached with the annual report of the Company.
PROVISION OF VOTING BY ELECTRONIC MEANS:
	Your Company is providing e-voting facility under section 108 of the Companies Act, 2013 read with Rule
	20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will
	be conducted through VC/OVAM, and no physical meeting will be held, and your company has made
	necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The
	details regarding e-voting facility is provided with the notice of the Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A.	Economic Scenario and Outlook:
	Despite the geopolitical turbulences, wars and conflicts the Indian economy continues to grow and is
	strong at commendable GDP growth rate of 6 to 7%.
	Huge investment by Government of India in infrastructure including high investment in coal based Thermal
	Power Plants, expansion in mining sector and sea port trust are growth engines to boost Indian economy
	and provide great support to Indian Engineering Industry. Government announcement of 25 new thermal
	power plants and 15 coal mining projects bring great sales opportunity to your company. Out of these
	projects your company has booked orders for 7 number projects for which tenders were issued so far.
	Your company has penetrated successfully in Oil and petroleum refinery sector and it will bring new
	opportunities in future.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Your company continues its pursuit to modernize its production and design capabilities and will continue to invest for the purpose.

The company witnessed improved performance as our revenue grew by 28% over the previous financial year. Our disciplined approach to cost efficiency ensured sustained profitability. EBITDA margin for the financial year stood at 40.64% while profit before tax was reported at 39.40%, reflecting operational resilience. The company’s wide product range, technological capabilities, focus on innovation, operational excellence deepening our customer relationship. Company continues with activity of development of new types of couplings and R&D for deeper penetration in the market.

Company continue to enjoy accreditation of ISO:9001-2015, ISO:14001-2015 & ISO: 45001-2018.

B. Industry structure and developments: Your Company deals only in the one segment i.e., manufacturing and sale of the hi-tech products "Fluid Couplings" which are mainly used in various sector of industries including Thermal Power Plants, Steel, Metal, Cement, Paper, Chemical, Fertilizers, Coal and Ore-mining and Port handling facilities, etc. New projects in these sectors have made an important contribution towards growth and profitability of the Company. C. Quality Management System: The company continued to be certified under ISO: 9001:2015 by British Standard Institution –BSI Management system for the Company’s quality system. The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System: The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Company’s policies and practices, governmental regulations, and statutes. Internal Audit is conducted by an independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence. E. Opportunities and Threats: Since your company caters to the needs of almost all sectors of Industries, therefore it has a good business cushion against recession in one or other sectors as the other sector may improve concurrently. The Indian Government focuses on infrastructure growth will offer more opportunities to capital goods sector. We witnessed broad-based cost pressures and continue to manage the same. Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally, no major risks are foreseen. F. Human Resources: We are committed to provide our employees with a work environment that is based on fairness, openness and mutual respect. Our on-groundwork force and our employees together are the key to the success of our Company. The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the industry.

G. Health, Safety and Environment measures:

The company is committed to meet the highest international standards of health, safety and environmental performance. It continues to accord highest priority to conduct safe operations while being responsible towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. As a part of our drive to standardize our health, safety & environment measures, company has certified under Occupational Health & Safety Management System (45001:2018) for manufacture of Fluid Couplings, Flexible Couplings and Environment Management System (ISO 14001: 2015) by BSI.

Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

The company has only one segment i.e., manufacturing of fluid couplings and the financial performance of the product is being incorporated in the Directors’ Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from explicit or implicit expectations.

J. Risk and Concern

Already disclosed under the relevant heading of the Board Report.

K. Details of Significant Changes in Key Financial Ratios:

Details of Key Financial Ratios were provided under the “Standalone financial statement” in note number 46.13 under additional regulatory information. Hence not reproduced in the Board Report.

Return on Net worth is as follows: -

Key Ratio	2024 - 25 -	2023 - 24 -	Variation in %	Comments
Return on Net worth (Any Change)	31.44%	23.70%	32.65%	Increase in net profit with improved business Scenario

L. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as notified. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

INDUSTRIAL RELATIONS:

The company’s Industrial relations continued to be healthy, cordial, and harmonious during the period under review.

CASE FILED BY THE COMPANY UNDER IBC, 2016:

The company had filed an application in the capacity of Operational Creditor, under section 9 of Insolvency

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

and Bankruptcy Code, 2016 against BGR Energy Systems Limited on 29.06.2022. Both parties have entered a full and final settlement agreed dated 08.10.2024. After execution of the aforesaid agreement Company has filed the withdrawal Memo before the NCLT for withdrawal of case, being settled and the Hon’ble NCLT Bench, Amaravathi has taken on record the withdrawal memo and Company’s Petition (IB) No. 80/9/AMR of 2022 and the same is disposed of.

No insolvency application is filed under section 7, 9 or 10 by or against the Company.

GENERAL:

Your directors state that during the year under review:
a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.
b. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.
c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.
d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.
e. There are no voting rights exercise by any employee of the Company pursuant to the section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014.
f. Your Company has not declared and approved any Corporate Action viz buy-back of securities, mergers and de-mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has declared and paid dividend during the period under review in compliance with the applicable laws of the Companies Act, 2013;
g. There were no revisions in the Financial Statement and Board’s Report.
h. Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.

ACKNOWLEDGEMENT:

Your directors place on records their appreciation of the continued support extended during the year by the company’s customers, business associates, suppliers, bankers, investors and Government authorities. They also place on record their appreciation of the dedication and contributions made by all the employees for their commitment, hard work and support. Your directors would also like to thank all their shareholders for their continued faith in the company and expect the same in future.

FOR AND BEHALF OF THE BOARD

Place: Indore (M.P.) Date:13th August, 2025

(ASHOK JAIN) CHAIRMAN & MANAGING DIRECTOR DIN: 00007813

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

FORM MR-3

“Annexure-1”

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Fluidomat Limited 117, 1st Floor, Navneet Darshan, 16/2, Old Palasia, Indore (M.P.) 452001

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice followed by Fluidomat Limited having CIN:L74210MP1978PLC001452 (hereinafter called “the Company” ) having Registered Office at 117 Ist Floor Navneet Darshan 16/2, Old Palasia, Indore, (M.P.) 452001. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and representations made by the management, we hereby report that in our opinion, the Company has, during the audit period for the Financial Year ended on 31st March, 2025 (1st April, 2024 to 31st March, 2025) complied with the statutory provisions, listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We, M/s D.K. Jain & Co., Company Secretaries have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 , according to the provisions of:

(i)	The	Companies Act, 2013 (the Act) and the rules made thereunder;
(ii)	The	Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii)	The	Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv)	Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
	extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
	Borrowings(Not applicable to the Company during the Audit Period) ;
(v)	(i)	The following Regulations and Guidelines prescribed under the Securities and Exchange
		Board of India Act, 1992 (‘SEBI Act’) as amended from time to time: —
	(a)	The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011;
	(b)	The SEBI (Prohibition of Insider Trading) Regulations, 2015;
	(c)	The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
		Companies Act and dealing with client;

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(ii) Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company as there -
were no such transaction/instances were found during the financial year under report: (a) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(b) The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(d) The SEBI (Delisting of Equity Shares) Regulations, 2009; and

(e) The SEBI (Buyback of Securities) Regulations, 1998.
(vi) The Company carries business of manufacturing general engineering goods (Fluid couplings), therefore no specific Act, applicable to the Company.

We have also examined compliance with the applicable clauses of the followings:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and
(ii) The SEBI (LODR) Regulations, 2015 as amended from time to time.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that

The Board of directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors.

Adequate notices were given to all the directors and the committee members to schedule the Board and Committee Meetings and agenda were sent at least 7 (seven) days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meetings.
All decisions at Board and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of directors or Committee of the Board, as the case may be.

Based on the records and process explained to us for compliances under the provisions of other specific Acts as applicable to the Company, we further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter of event date which is annexed as Annexure I and forming an integral part of this report.

We further report that during the audit period of the Company there were no specific events which have a bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Matter of Emphasis:

The company is required to spent Rs.25,12,793/- towards the CSR activities during the year 2024-25 out of which the company has spent Rs.19,95,000/- as covered for CSR activities and the unspent balance amount of Rs.5,20,000/- needs to be transferred by the Company to the fund on or before 30th September, 2025 as specified under Schedule VII of the Companies Act, 2013.

For, D.K. JAIN & CO. COMPANY SECRETARIES FRN No. S2003MP064600 UDIN: F003565G000932768 Place: Indore CS (Dr.) D.K. JAIN Date: 05/08/2025 PROPRIETOR Peer review: 6672/2025 FCS 3565: CP 2382

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Annexure - I to the Secretarial Audit Report

To, The Members, Fluidomat Limited

117, 1st Floor, Navneet Darshan, 16/2, Old Palasia, Indore (M.P.) 452001

Our report of even date is to be read along with this letter.

Maintenance of secretarial and other relevant records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit and we do not keep any record in our custody, the preservation of the records is the responsibility of the management of the Company.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for forming our opinion.
We have not verified the correctness and appropriateness of treatment of various tax liabilities and payment thereof, compliance of the applicable IND-AS, financial records and Books of Accounts of the company, adequacy in declaration of the quarterly/half yearly, yearly financial results, treatment of applicable Income tax, GST, etc. as the same is subject to the statutory audit being performed by the independent auditors.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, guidelines, standards etc., are the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
We do not take any responsibility for any person taking any commercial, financial or investment decision based on our secretarial audit report as aforesaid, and they need to take independent advice or decision as per their own satisfaction.

For, D.K. JAIN & CO. COMPANY SECRETARIES FRN No. S2003MP064600 UDIN: F003565G000932768 Place: Indore CS (Dr.) D.K. JAIN Date: 05/08/2025 PROPRIETOR Peer review: 6672/2025 FCS 3565: CP 2382

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

“Annexure-2”

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE YEAR 2024-25 (Pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. Brief outline on the CSR Policy of the Company.

Our aim is to be one of the most respected companies in India delivering superior and everlasting value to all our customers, associates, shareholders, employees and Society at large. The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society.

The Company has framed a CSR Policy in Compliance with the provisions of the Companies Act, 2013 and the same is uploaded on the Company’s website and can be accessed at the web link : The CSR policy is available on Weblink:- https://www.fluidomat.com/InvestorRelation

2. Composition of CSR Committee: The Board of Directors has dissolved the CSR Committee w.e.f. 12th February, 2021 at their Board Meeting held on 12th February, 2021 pursuant to Notification No. 325(E) dated 22nd January, 2021. The Board shall review the CSR activities of the Company.

3. Web-link: – https://www.fluidomat.com/InvestorRelation

Provide the executive summary along with weblink of impact assessment of CSR projects carried out in pursuance of sub rule (3) of Rule 8 if applicable- Not Applicable
(a) Average net profit of the company as per sub-section (5) of section 135 Rs. 12,56,39,631 (b) 2% of average net profit of the company as per section 135(5) Rs. 25,12,793 (c) Surplus arising out of the CSR projects or programmes or activities of The previous financial years. Nil

(d) Amount required to be set off for the financial year, if any Nil (e) Total CSR obligation for the financial year (5b+5c-5d) Rs. 25,12,793

(a) Amount spent on CSR Projects (Both Ongoing Projects and Other than Ongoing Project): Rs. 25,15,000

(b) Amount spent in Administrative Overheads. Nil (c) Amount spent on Impact Assessment, if applicable. NA (d) Total amount spent for the Financial Year (a+b+c) Rs. 25,15,000

(e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year	Amount Unspent(in Rs.) : NIL	Amount Unspent(in Rs.) : NIL	Amount Unspent(in Rs.) : NIL	Amount Unspent(in Rs.) : NIL	Amount Unspent(in Rs.) : NIL
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
Amount (In Rs.)	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
25,12,793	NA	NA	Prime Minster	5,20,000	06.08.2025
			National Relief Fund

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil	(f) Excess amount for set off, if any:Nil
S.No.		Particulars							Amount (in Rs.
(i)		Two percent of average net profit of the company as per section 135(5)							25,12,793
(ii)		Total amount spent for the Financial Year							25,15,000
(iii)		Excess amount spent for the financial year [(ii)-(i)]							2,207.00
(iv)		Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any							0.00
(v)		Amount available for set off in succeeding financial years [(iii)-(iv)]							2,207.00
7. Details of Unspent CSR amount for the preceding three financial years:
S N o.	Preceding Financial Year		Amount transferred to Unspent CSR account u/s 135(6)	Balance amount in Unspent CSR Account u/s 135(6)	Amount Spent in the Financial Year	Amount transferred to any fund specified under schedule VII as per section 135(6), if any		Amount remaining to be spent in succeeding financial years		Deficienci es if any
						Amount (in Rs.)	Date of Transfer
1.	2021-22		-	-	-	-	-	-		-
2.	2022-23		-	-	-	-	-	-		-
3.	2023-24		-	-	-	-	-	-		--
	Total		-	-	-	-	-	-

Whether any Capital Assets have been created or acquired through CSR amount spent in the Financial Year: No
If Yes, enter the number of capital assets created/acquired : N.A.

Furnish the details relating to such assets(s) so created or acquired through CSR amount spent in the Financial Year:

Short Particulars of	Pincode of the	Date of creation	Amount of CSR	Amount of CSR	Amount of CSR
the Property or assets(s) [including complete address and location of the property]	property or asset(s)		spent	CSR Registration Number, if applicable`	Name

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): N.A.

On behalf of the Board Ashok Jain Place: Indore (M.P.) Chairman & Managing Director Date:13th August, 2025 DIN 00007813

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

“Annexure-3” CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

(A) Conservation of energy

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014] (A) Conservation of energy *“Annexure-3”*
	S.No.	Particulars
	1	the steps taken or impact on conservation of energy;	Conservation of natural resources continues to be the key focus area of your Company. Energy Efficiency equipment is installed. Optimizing the water consumption, Installation of energy efficient cooling water pump and Installed voltage controllers. Replacement of old motors by energy efficient motors
	2	the steps taken by the company for utilisingalternate sources of energy;	NA
	3	the capital investment on energy conservation equipments	NIL	NIL
	(B) Technology absorption
	(i)	the efforts made towards technology absorption	Updation of in-house Technology is a continuous process, absorption implementedin our Industry & Technology developed by R & D department is fully absorbed for development in the existing product and new models. As per requirement byour company’s R & D.
	(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	The Company has been able to successfully indigenize the tools to a large extent. Which increased the efficiency, better performance and wider product range.
	(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year	NIL
		(a) the details of technology imported	NA
		(b) the year of import	NA
		(c) whether the technology been fully absorbed	NA
		(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NA
	(iv)	the expenditure incurred on ResearchandDevelopment	NIL			NIL
	Foreign exchange earnings and Outgo				2024-25 2023-24
					Rs. in lakhs
	(i)	The Foreign Exchange earned in terms of actual inflows during the year a. Export Sales & Services b. Proceed from closure of Foreign WhollyOwned Subsidiary			219.05 00		279.23 13.70
	(ii)	The Foreign Exchange outgo duringtheyear in terms of actual outflows			7.79		3.60
	45

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Whistle Blower & Vigil Mechanism Policy

“Annexure-4”

1. Preface

1.	Preface
	Pursuant to SEBI (LODR) Regulation, 2015 and as per applicable provisions of section 177 of the
	Companies Act, 2013 requires every listed company shall establish a Whistle Blower Policy/Vigil
	Mechanism for the director’s and employees to report genuine concerns or grievances about unethical
	behavior, actual or suspected fraud or violation of the company’s Code of Conduct or Ethics Policy. The
	Company has adopted a Code of Conduct for Directors and Senior Management Executives (“the Code”),
	which lays down the principles and standards that should govern the actions of the Company and its
	employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such,
	would be a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate
	safeguards against victimization of directors and employees who avail of such mechanism and also make
	provisions for direct access to the Chairperson of Audit Committee in exceptional cases.
	Under these circumstances, Fluidomat Limited, being a listed Company proposes to establish a Whistle
	Blower Policy/ Vigil Mechanism and to formulate a policy for the same.
2.	Definitions
	The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined
	herein shall have the meaning assigned to them under the Code.
	a. “Associates” means and includes vendors, suppliers and others with whom the Company has any
	financial or commercial dealings.
	b. “Audit Committee” means the Audit Committee of Directors constituted by the Board of Directors of the
	Company in accordance with Section 177 of the Companies Act, 2013 and read with SEBI (LODR)
	Regulation, 2015.
	c. “Employee” means every employee of the Company (whether working in India or abroad), including the
	directors in the employment of the Company.
	d. “Code” means the Fluidomat Code of Conduct.
	e. “Director” means every Director of the Company, past or present.
	f. “Investigators” mean those persons authorised, appointed, consulted or approached by the Ethics
	Counselor/Chairman of the Audit Committee and includes the auditors of the Company and the police.
	g. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates
	information that may evidence unethical or improper activity.
	h. “Subject” means a person against or in relation to whom a Protected Disclosure has been made or
	evidence gathered during the course of an investigation.
	i. “Whistle blower” means an Employee or director making a Protected Disclosure under this policy.
	j. “Unpublished Price Sensitive Information" means any information, relating to a company or its
	securities, directly or indirectly, that is not generally available which upon becoming generally
	available, is likely to materially affect the price of the securities and shall, ordinarily including but not
	restricted to, information relating to the following: –

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	(i) financial results;
	(ii) dividends;
	(iii) change in capital structure;
	(iv) mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other
	transactions;
	(v) changes in key managerial personnel.
3.	Scope of this Policy.
	This Policy intends to cover serious concerns that could have grave impact on the operations and
	performance of the business of the Company and malpractices and events which have taken
	place/suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of
	company rules, manipulations, negligence causing danger to public health and safety, misappropriation of
	monies, leak of unpublished price sensitive information under SEBI (Prohibition of Insider Trading)
	Regulations, 2015 and other matters or activity on account of which the interest of the Company is affected
	and formally reported by whistle blowers concerning its employees. The policy neither releases employees
	from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a
	personal situation.
4.	Eligibility
	All Employees and directors of the Company are eligible to make Protected Disclosures under the Policy.
	The Protected Disclosures may be in relation to matters concerning the Company.
5.	Disqualifications
	a. While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind
	of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
	b. Protection under this Policy would not mean protection from disciplinary action arising out of false or
	bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
	c. Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be
	mala fide, frivolous or malicious shall be liable to be prosecuted under Company’s Code of Conduct.
6.	Procedure
	a. All Protected Disclosures should be addressed to the Chairman of the Audit Committee of the
	Company for investigation.
	b. The contact details of the Chairman of the Audit Committee of the Company is as under:
	CA Ashok Kumar Patni
	117,1st Floor, ‘Navneet Darshan,
	16/2, Old Palasia, Indore – 452001(M.P.) INDIA
	[email protected], 91-731-2564820
	c. If a protected disclosure is received by any executive of the Company other than Chairman of Audit
	Committee, the same should be forwarded to the Chairman of the Audit Committee for further appropriate

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

action. Appropriate care must be taken to keep the identity of the Whistleblower confidential.

	d.	Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of
		the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the
		regional language of the place of employment of the Whistleblower.
	e.	The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of
		the Whistleblower. The Chairman of the Audit Committee shall detach the covering letter and forward
		only the Protected Disclosure to the Investigators for investigation.
	f.	Protected Disclosures should be factual and not speculative or in the nature of a conclusion and should
		contain as much specific information as possible to allow for proper assessment of the nature and
		extent of the concern and the urgency of a preliminary investigative procedure.
	g.	The Whistleblower must disclose his/her identity in the covering letter forwarding such Protected
		Disclosure. Anonymous disclosures will not be entertained as it would not be possible to interview the
		Whistleblowers.
7.	Investigation
	a.	All Protected Disclosures reported under this Policy will be thoroughly investigated by Chairman of the
		Audit Committee of the Company who will investigate / oversee the investigations under the
		authorization of the Audit Committee. If any member of the Audit Committee has a conflict of interest in
		any given case, then he/she should recues himself/herself and the other members of the Audit
		Committee should deal with the matter on hand. In case where a company is not required to constitute
		an Audit Committee, then the Board of directors shall nominate a director to play the role of Audit
		Committee for the purpose of vigil mechanism to whom other directors and employees may report their
		concerns.
	b.	The Chairman of the Audit Committee may at its discretion, consider involving any Investigators for the
		purpose of investigation.
	c.	The decision to conduct an investigation taken by the Chairman of the Audit Committee is by itself not
		an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation
		may not support the conclusion of the Whistleblower that an improper or unethical act was committed.
	d.	The identity of a subject will be kept confidential to the extent possible given the legitimate needs of law
		and the investigation.
	e.	Subjects will normally be informed of the allegations at the outset of a formal investigation and have
		opportunities for providing their inputs during the investigation.
	f.	Subjects shall have a duty to co-operate with the Chairman of the Audit Committee or any of the
		Investigators during investigation to the extent that such co-operation will not compromise self-
		incrimination protections available under the applicable laws.
	g.	Subjects have a right to consult with a person or persons of their choice, other than the Ethics
		Counselor/Investigators and/or members of the Audit Committee and/or the Whistleblower. Subjects
		shall be free at any time to engage counsel at their own cost to represent them in the investigation
		proceedings.
	h.	Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld,

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

i. Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
j. Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
k. The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure

8. Protection

8.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.
8.2 A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.
8.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. 8.4 Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.
9. Secrecy / Confidentiality 9.1 The complainant, Members of Audit Committee, the Subject and everybody involved in the process shall: 9.2 Maintain confidentiality of all matters under this Policy 9.3 Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.
9.4. Not keep the papers unattended anywhere at any time 9.5 Keep the electronic mails / files under password. 10. Decision 10.1 If an investigation leads the Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, Chairman of the Audit Committee shall recommend to the management of the Company to take such disciplinary or corrective action as he may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

10.2 If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency. A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the subject to the Whistle Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company. 11. Reporting The Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any. 12. Access to Chairman of The Audit Committee The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard. 13. Communication A whistle Blower policy cannot be effective unless it is properly communicated to employees. Therefore, the policy is published on the website of the company. 14. Retention of Documents All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (seven) years or such other period as specified by any other law in force, whichever is more. 15. Administration and Review of the Policy A quarterly status report on the total number of compliant received, if any during the period with summary of the findings of Audit Committee and corrective steps taken should be send to the Chairman of the company. The Company Secretary shall be responsible for the administration, interpretation, application and review of this policy. 16. Amendment The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees and Directors unless the same is notified to them in writing. The policy was further amended on 10th February, 2024.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	FLUIDOMAT LIMITED ANNUAL REPORT 2024-25
Name of the top 10 employees in terms of remuneration drawn in the financial year 2024-25: *“Annexure-5”*	S. No. Name of Employee Designation of the employee Remuneration received In Rs. Nature of employment, whether contractual or otherwise Qualications and experience of the employee Date of commenceme nt of employment The age of such employee The last employment held by such employee before joining the company Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager 1 Shri Ashok Jain Managing Director 91,10,304 Contractual (Appointment was approved by the shareholders of the Company) BE. Mechanical, 52 years’ experience Re-appointed on 01.07.2024 for 3 years 76 years NA Mr. Kunal Jain, Whole-time Director, Mrs Radhica Sharma, Whole-time Director 2 Mrs. Radhica Sharma Whole time Director 80,16,000 --Do-- BBA, PGDBM, 24 years’ experience Re- Appointed on 10.02.2025 for 3 years 46 years NA Shri Ashok Jain, Chairman & Managing Director Mr. Kunal Jain, Whole-time Director 3 Mr. Kunal Jain Whole time Director 78,15,600 --Do-- B. Com, 23 years’ experience Re-appointed on 01.05.2023 for 3 years 43 years NA Shri Ashok Jain, Chairman & Managing Director Mrs Radhica Sharma , Whole-time Director 4 Mr. Sandeep Sharma Business Head International Trade 23,69,880 Permanent Employee BBA, Advance Diploma in Software Engineering 26 years’ experience 18.10.2004 51 years M/s Refco Sify Securities India Pvt Ltd Shri Ashok Jain, Chairman & Managing Director Mr. Kunal Jain, Whole-time Director, Mrs Radhica Sharma, Whole-time Director 5 Mr. Pramod Kumar Jain Vice-President Finance & Accounts 21,63,900 Permanent Employee M.Com, LLB (Hons), PGDFM, 39 Years’ experience 16.12.1995 59 years M/s Johnson Pedder Pvt Ltd NO 6 Mrs. Pramila Jain Vice-President Marketing 21,04,350 Permanent Employee BSc. 39 years experience 01.07.1986 72 years NA Shri Ashok Jain, Chairman & Managing Director Mr. Kunal Jain, Whole-time Director, Mrs Radhica Sharma, Whole-time Director 7 Mrs. Monica Jain Chief Financial Ofcer 17,60,306 Permanent Employee MBA (Finance) CFA 13 years’ experience 01.09.2012 50 years NA Shri Ashok Jain, Chairman & Managing Director Mr. Kunal Jain, Whole-time Director, Mrs Radhica Sharma, Dy. Managing Director 8 Mr. Devendra Kumar Sahu Company Secretary & Compliance Ofcer 14,00,444 Permanent Employee CS, LLB, B.com 12 years’ experience 22.05.2015 37 years Madhya Pradesh Stock Exchange Limited No 9 Mrs. Sunaina Jain General Manager Costing 12,89,082 Permanent Employee PGDBA 14 years’ experience 16.08.2011 45 years NA Shri Ashok Jain, Chairman & Managing Director Mr. Kunal Jain, Whole-time Director, Mrs Radhica Sharma, Dy. Managing Director 10 Mr. Virendra Kumar Singh General Manager Production 11,11,590 Permanent Employee Diploma in Mechanical Engineering 38 year exp. 28.10.1987 62 years NA No
	51

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Name of the top 10 employees in terms of remuneration drawn in the financial year 2024-25: “Annexure-5”

S.
No.
Name of
Employee
Designation of
the employee
Remuneration
received
In Rs.
Nature of
employment,
whether contractual
or otherwise
Qualications
and experience
of the employee
Date of
commenceme
nt of
employment
The age of
such
employee
The last
employment held
by such employee
before joining the
company
Whether any such employee is a
relative of any director or manager
of the company and if so, name of
such director or manager
1
Shri Ashok Jain
Managing
Director
91,10,304
Contractual
(Appointment was
approved by the
shareholders of the
Company)
BE. Mechanical,
52 years’
experience
Re-appointed
on
01.07.2024 for
3 years
76 years
NA
Mr. Kunal Jain, Whole-time Director,
Mrs
Radhica Sharma, Whole-time
Director
2
Mrs. Radhica
Sharma
Whole time
Director
80,16,000
--Do--
BBA, PGDBM,
24 years’
experience
Re-
Appointed
on 10.02.2025
for 3 years
46 years
NA
Shri Ashok Jain, Chairman & Managing
Director
Mr. Kunal Jain, Whole-time Director
3
Mr. Kunal Jain
Whole time
Director
78,15,600
--Do--
B. Com,
23 years’
experience
Re-appointed
on 01.05.2023
for 3 years
43 years
NA
Shri Ashok Jain, Chairman & Managing
Director
Mrs Radhica Sharma , Whole-time
Director
4
Mr. Sandeep
Sharma
Business Head
International
Trade
23,69,880
Permanent Employee
BBA, Advance
Diploma in
Software
Engineering 26
years’ experience
18.10.2004
51 years
M/s Refco Sify
Securities India Pvt
Ltd
Shri Ashok Jain,
Chairman & Managing Director
Mr. Kunal Jain, Whole-time Director,
Mrs Radhica Sharma,
Whole-time Director
5
Mr. Pramod
Kumar Jain
Vice-President
Finance &
Accounts
21,63,900
Permanent Employee
M.Com, LLB
(Hons), PGDFM,
39 Years’
experience
16.12.1995
59 years
M/s Johnson
Pedder Pvt Ltd
NO
6
Mrs. Pramila Jain
Vice-President
Marketing
21,04,350
Permanent Employee
BSc.
39 years
experience
01.07.1986
72 years
NA
Shri Ashok Jain,
Chairman & Managing Director
Mr. Kunal Jain, Whole-time Director,
Mrs Radhica Sharma,
Whole-time Director
7
Mrs. Monica Jain
Chief Financial
Ofcer
17,60,306
Permanent Employee
MBA (Finance)
CFA
13 years’
experience
01.09.2012
50 years
NA
Shri Ashok Jain,
Chairman & Managing Director
Mr. Kunal Jain, Whole-time Director,
Mrs Radhica Sharma, Dy. Managing
Director
8
Mr. Devendra
Kumar Sahu
Company
Secretary &
Compliance
Ofcer
14,00,444
Permanent Employee
CS, LLB, B.com
12 years’
experience
22.05.2015
37 years
Madhya Pradesh
Stock Exchange
Limited
No
9
Mrs. Sunaina
Jain
General Manager
Costing
12,89,082
Permanent Employee
PGDBA
14 years’
experience
16.08.2011
45 years
NA
Shri Ashok Jain,
Chairman & Managing Director
Mr. Kunal Jain, Whole-time Director,
Mrs Radhica Sharma,
Dy. Managing Director
10
Mr. Virendra
Kumar Singh
General Manager
Production
11,11,590
Permanent Employee
Diploma in
Mechanical
Engineering
38 year exp.
28.10.1987
62 years
NA
No

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

CORPORATE GOVERNANCE REPORT

(Forming Part of the 49th Board's Report, for the year ended 31st March 2025)

Corporate governance is about commitment towards maximizing stakeholder value on a sustainable basis. Good corporate governance is a key driver of sustainable corporate growth and creating long-term value for stakeholders. Ethical business conduct, integrity and commitment to values, emphasis on transparency and accountability which enhance and retain stakeholders’ trust are the hallmark of good corporate governance. The Companies Act, 2013 aims to bring governance standards at par with those in developed nations through several key provisions such as composition and functions of Board of Directors, Code of Conduct for independent directors, performance evaluation of directors, class action suits, auditor rotation and independence, and so on. The new Act emphasizes self-regulation, greater disclosure, and strict measures for investor protection. Your company is committed to adopt the best practices in corporate governance and disclosure. It is our constant endeavor to adhere to the highest standard of integrity and to safeguard the interests of all our stakeholders.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance strives for attaining the optimum level of transparency and accountability in all facets of its operation and dealing with its shareholders, employees, lenders, creditors, customers, and the government. The Company is in compliance with the requirements stipulated under SEBI (LODR) Regulation, 2015 with regard to Corporate Governance and also has taken certain steps to ensure transparency and accountability. Your company shall continue to follow the same with a desire for further development on continuous basis. The Company believes that sound Corporate Governance is critical for enhancing and retaining investor trust and your Company always seeks to ensure that its performance goals are met with integrity.

The Company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate practices. The Board of Directors, by considering itself as trustee of its shareholders, aims at maximizing shareholders’ value and protecting the interest of all stakeholders.

BOARD OF DIRECTORS:

Composition:

The Board of directors has an optimum combination of Executive and Non-Executive Directors with One Woman Director. Fifty percent of the Board of directors comprising of Non-Executive Directors and Independent Directors.

During the financial year the Board comprised of 6 (six) Directors of whom 3 (three) are Executive Directors and 3 (three) are Non-executive and Independent Directors. The Composition of Board is in conformity with the provisions of Companies Act, 2013 and regulation 17 of SEBI (LODR) Regulation, 2015.

Directors’ Profile:

The Board of Directors comprises highly renowned professionals drawn from diverse fields. They bring with them a wide range of skills and experience to the Board, which enhances the quality of the Board’s decisionmaking process. The brief profile of the Company’s Board of Directors is as under:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Name of
Directors
Shri
Ashok Jain
Mrs. Radhica
Sharma
Shri Kunal
Jain
CA Ashok
Kumar Patni
Shri Sharad Panot
Shri Samyak
Modi
DIN:
00007813
06811597
01475424
10251353
10262641
07359320
Date of Birth
05-01-1949
14-09-1979
27-04-1982
06-06-1960
09-10-1965
18-07-1982
Date of
Appointment
in the current
term
01-07-
2024
10-02-2025
01-05-2023
14-08-2023
14-08-2023
14-08-2023
Expertise /
Experience in
specific
functional
areas
More than
52
years of
experience
in the field
of
Company’s
product.
24
years of
experience in
the field of
commercial
matters and
Industrial
Management
23
years of
experience in
commercial
matters.
More than 40
years’
experience in
the field of
Finance,
Taxation and
general
practice
More than 35
years’
experience in the field of
project planning,
production, business
process reengineering,
EHS and quality
systems
More than 17
years’
experience in
the field of
Industry
management
Qualification
BE
Mechanical
BBA, PGDBM
B. Com
Chartered
Accountant
BE Mechanical
B.com,
PGDFMB
No. & % of
Equity
Shares held
10,17,952
(20.66%)
(jt.
holdings
with Mrs.
Pramila
Jain)
31,730
(0.64%)
(jt. holdings
with
Mr. Sandeep
Sharma)
11,99,346
(24.34%)
Nil
Nil
Nil
List of
outside
Company’s
directorship
held including
Listed
Companies if
any.
Redwood
Packaging
Private
Limited
Nil
Redwood
Packaging
Private Limited
Yellow Bonobo
Ventures
Private Limited
( from 30-05-
2024 to 16-01-
2025)
Nil
Diversitech
General
Engineering
Pvt. Ltd.
Chairman /
Member of
the
Committees
of the Board
of Directors
of the
Company
Nil
Nil
Nil
1. Audit
Committee-
Chairman
2.Nomination
&
Remuneration
Committee-
Chairman
3.Stakeholder
Relationship
Committee-
Member
4.Corporate
Compliance
Committee –
Chairman
1.Audit Committee-
Member
2.Nomination &
Remuneration
Committee-
Member
3.Stakeholder
Relationship Committee-
Chairman
4.Corporate Compliance
Committee –
Member

1.Audit
Committee-
Member
2.Nomination
&
Remuneration
Committee-
Member
3.Stakeholder
Relationship
Committee-
Member
4.Corporate
Compliance
Committee –
Member
Chairman /
Member of
the
Committees
of the Board,
of other
Companies in
which he is
director
-
Nil
Nil
Nil
Nil
Nil

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

==> picture [432 x 154] intentionally omitted <==

----- Start of picture text -----

Directors/ 1.Shri 1.Shri Ashok 1.Shri Ashok N.A. N.A. N.A.
KMP Interest Kunal Jain: Jain: Jain:
WTD CMD CMD
Relation- Relation- Relation-
Son Father Father
2. Mrs. 2. Shri Kunal 2.Mrs.
Radhica Jain: WTD Radhica
Sharma; Sharma;
WTD RelationBrother- WTD
Relation- 3. Mrs. Monica Relation-
Daughter Jain, CFO Sister
Relation –
3. Mrs. Sister 3. Mrs. Monica
Monica Jain, CFO
Jain, CFO Relation –
Relation – Sister
Daughter
----- End of picture text -----

A. During the financial year 2024-25 the Board of Directors met 4 (four) times on, 30th May, 2024, 13th August, 2024, 13th November, 2024 and 11th February, 2025. The time gap between any two meetings did not exceed 120 (One Hundred Twenty) days.

B. The composition of the Board of Directors and their attendance at the meeting during the year were as follows:

Name of the Directors	Category	Designation	No. of Board meeting held during the F.Y.	No. of Board meeting attended during the F.Y.	Whether attended last AGM held on Sept ember 26th, 2024
Shri Ashok Jain	Promoter &	Chairman &	4	4	Yes
	Executive Chairman	MD
Shri Kunal Jain	Promoter &	WTD	4	4	Yes
	Executive Director
Mrs. Radhica Sharma					Yes
	Executive Director	WTD	4	4
		designated as Dy
		Managing Director

CA Ahk K Pti	Independent/Non -	Director	4	4	Yes
so umar an	executive Director
Shri Sharad Panot	Independent/Non - executive Director	Director	4	4	Yes
Shri Samyak Modi	Independent/Non - executive Director	Director	4	4	Yes

C. Skills / Expertise / Competencies of the Board of Directors:

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the Board Members:
Knowledge on Company’s businesses (Fluid Couplings), policies and business culture major risks / threats and potential opportunities and knowledge of the industry in which the Company operates.
Behavioural skills - attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company,
Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making,
Financial and Management skills,
Technical / Professional skills and specialized knowledge in relation to Company’s business.
Matrix Setting out Skills / Expertise / Competencies:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Skills/Expertise/ Competencies	Shri Ashok Jain, Chairman & Managing director	CA Ashok Kumar Patni, Independent Director	Shri Sharad Panot, Independent Director

Knowledge about Company’s product	Excellent
Behavioural skills
Business Strategy
Sales & Marketing
Corporate Governance	Effectively using in the Company
Forex Management
Administration
Decision Making
Financial Skills	Havingat limited level	Excellent	Havingat limited level
Management skills	Excellent
Technicalskills	Excellent	Having at limitedlevel
Professional skills	Excellent
Specialized knowledge in relation to Company’s business	Excellent

D. Independent Directors’ Meeting:

During the year 2(two) separate meeting of the Independent Directors was held on 1 3th August, 2024 and 11th February, 2025 inter-alia to review the performance of Non-Independent Directors, the Board as whole and review other agenda items. All the Independent Directors were present at the meeting.

E. Familiarization programmes for the Independent Directors:

Familiarization programmes for the Independent Directors was conducted to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc. Besides the above Independent Directors attended regularly various seminar organized by the ICSI, ICAI and any other statutory body. The same may also be accessed through the link http://www.fluidomat.com.

F. Declarations:

The Independent Directors have submitted declaration(s) that they meet the criteria of Independence laid down under the Companies Act, 2013 and the Listing Regulations. The Board of directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirm that the Independent Directors fulfil the conditions of independence specified in the Listing

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Regulations and are independent of the management of the Company.

G. Detailed Reason for resignation of Independent Director who resigns before the expiry of his tenure alongwith the confirmation by such director that there is no other material reason other than those provided:
There was no instance of resignation of Independent Director(s) during the period under review.

COMMITTEES OF THE BOARD

(a) Audit Committee:

The Committee comprised three members, all non-executive Independent directors. The Chairman of the committee CA Ashok Kumar Patni is a Fellow member of the “Institute of Chartered Accountant of India”.
The Committee met four (4) times during the financial year 2024-25 on 3 0th May, 2024, 13th August, 2024, 13th November, 2024 and 11th February, 2025.
Details of meeting attended by the members are as follows:

Name of the Director	Designation	Category	Numbers of meeting attended
CA Ashok Kumar Patni	Chairman	Independent Director	4 of 4
Shri Shard Panot	Member	Independent Director	4 of 4
Shri Samyak Modi	Member	Independent Director	4 of 4

The Chief Financial Officer, Internal auditor and the Representatives of Statutory Auditors and Secretarial Auditors are permanent invitees and attend all the meetings of the committee except Chief Financial Officer. The company Secretary and Compliance Officer is the secretary to the committee.

The Chairman of the Audit Committee was present at the 48th Annual General Meeting of the Company held on September 26, 2024.

The Audit Committee is in compliance with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as applicable.

The terms of reference of the Audit Committee mandated by the statutory and regulatory requirements, which are also in line with the mandate given by your Board of Directors, are:

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	d. Significant adjustments made in the financial statements arising out of audit findings.
	e. Compliance with listing and other legal requirements relating to financial statements.
	f. Disclosure of any related party transactions.
	g. Qualifications in the draft audit report.
5.	Reviewing, with the management, the quarterly financial statements before submission to the board for
	approval;
6.	Reviewing, with the management, the statement of uses/application of funds raised through an issue (public
	issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those
	stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency
	monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations
	to the board to take up steps in this matter;;
7.	Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
	process;
8.	Approval or any subsequent modification of transactions of the Company with related parties;
9.	Scrutiny of inter-corporate loans and investments;
10.	Valuation of undertakings or assets of the Company, wherever it is necessary;
11.	Evaluation of internal financial controls and risk management systems;
12.	Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
	control systems;
13.	Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
	department, staffing and seniority of the official heading the department, reporting structure coverage and
	frequency of internal audit;
14.	Discussion with internal auditors of any significant findings and follow up thereon;
15.	Reviewing the findings of any internal investigations by the internal auditors into matters where there is
	suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
	matter to the board;
16.	Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
	as post-audit discussion to ascertain any area of concern;
17.	To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
	shareholders (in case of non-payment of declared dividends) and creditors;
18.	To review the functioning of the Whistle Blower Mechanism;
19.	Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the
	candidate;
20.	Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Review of
	information by Audit Committee.
21.	Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
	subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower
	including existing loans / advances / investments existing as on the date of coming into force of this
	provision.
22.	Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
	amalgamation etc., on the company and its shareholders.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

The Audit Committee reviews the following information:

Management discussion and analysis of financial condition and results of operations;
Management letters/letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).
The Audit Committee is also responsible for giving guidance and directions under the SEBI (Prohibition of Insider Trading) Regulations, 2015; and
Utilization of loan and advances, if any.

(b) Nomination and Remuneration Committee:

Composition, Meetings and Attendance:

The Committee comprised of the Members as stated below. The Committee during the financial year 202425 had 3 (three) meetings on 30th May, 2024, 13th August, 2024 and 11th February, 2025. The attendance of the members was as under.

Name of the Director	Designation	Category	Numbers of meeting attended
CA Ashok Kumar Patni	Chairman	Independent Director	3 of 3
Shri Shard Panot	Member	Independent Director	3 of 3
Shri Samyak Modi	Member	Independent Director	3 of 3

Terms of Reference of Nomination, Remuneration and Compensation Committee:

The Remuneration Committee is duly constituted in accordance with the provisions of SEBI(LODR) Regulation, 2015 and Section 178 and other provisions of Companies Act, 2013 and is empowered to do the following:
To formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to appointment and remuneration for Directors, Key Managerial Personnel and other senior employees;
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

2.	devising a policy on diversity of board of directors;
3.	formulation of criteria for evaluation of performance of independent directors and the board of directors;
4.	To identify persons, qualified to become directors and who may be appointed in senior management in
	accordance with the criteria laid down, and recommend to the Board their appointment and where
	necessary, their removal.
5.	whether to extend or continue the term of appointment of the independent director, on the basis of the report
	of performance evaluation of independent directors.
6.	To formulate policy ensuring the following:
	(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
	directors of the quality required to run the Company successfully,
	(b) Relationship of remuneration to performance is clear and meets appropriate performance
	benchmarks, and
	(c) Remuneration to Directors, Key Managerial Personnel and senior management involves a balance
	between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the
	working of the Company and its goals;
	(d) Recommendation to the board, all remuneration, in whatever form, payable to senior management.
7.	To design Company’s policy on specific remuneration packages for Executive/ Whole Time Directors and
	Key Managerial Personnel including pension rights and any other compensation payment;
8.	To determine, peruse and finalize terms and conditions including remuneration payable to Executive/
	Whole-time Directors and Key Managerial Personnel of the Company from time to time;
9.	To review, amend or ratify the existing terms and conditions including remuneration payable to
	Executive/Whole Time Directors, Senior Management Personnel and Key Managerial Personnel of the
	Company;
10.	Any other matter as may be assigned by the Board of Directors.
Remuneration Policy:
	The Policy for Directors’ appointment and remuneration including criteria for determining qualifications,
	positive attributes, independence of a director and other matters provided under section 178(3) is uploaded
	on Company’s website. (Link: -http://www.fluidomat.com).
(c)	Stakeholders Relationship Committee:
	During the period under reporting 10 (ten) meetings of the Stakeholders Relationship Committee were held
	on12th April, 2024, 18th May, 2024, 14th June, 2024, 27th July, 2024, 9th September, 2024, 9th
	October, 2024, 13th November, 2024, 18th December, 2024, 16th January, 2025 and 22nd February,
	2025the attendance of the same is disclosed below.
	The terms of reference mandated by your Board, which is also in line with the statutory and
	regulatory requirements are:
1.	To resolve the grievances of the security holders of the company including complaints related to transfer/
	transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/
	duplicate certificates, general meetings etc.
2.	To review of measures taken for effective exercise of voting rights by shareholders.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

To review of adherence to the service standards adopted by the company in respect of various services being rendered by the Registrar & Share Transfer Agent.
To review of the various measures and initiatives taken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
The composition, names of the members, chairperson, and particulars of the Meetings and attendance of the members during the year are as follows:

Name of the Director	Designation	Category	Numbers of meeting attended
Shri Shard Panot	Chairman	Independent Director	10 of 10
CA Ashok Kumar Patni	Member	Independent Director	10 of 10
Shri Samyak Modi	Member	Independent Director	10 of 10

CS Devendra Kumar Sahu, Company Secretary and Compliance Officer is also acting as the secretary to the committee. During the year 12 complaints were received from shareholders, which were timely attended/ resolved. As on 31st March, 2025, no investor grievance has remained unattended/ pending for more than thirty days.

(d) Other Committee:

i. Corporate Compliance Committee:

During the period under reporting 4 (four) meetings of the Corporate Compliance Committee were held on 30th May, 2024, 13th August, 2024, 13th November, 2024 and 11th February, 2025 which were attended by all the members.

by all the members.
Name of the Director	Designation	Category	Numbers of meeting attended
CA Ashok Kumar Patni	Chairman	Independent Director	4 of 4
Shri Shard Panot	Member	Independent Director	4 of 4
Shri Samyak Modi	Member	Independent Director	4 of 4

The terms of reference of the Corporate Compliance Committee broadly include the following:

Oversight responsibility for matters of compliance, including the Company’s overall compliance programs, policies and procedures; significant legal or regulatory compliance exposure.
Oversee the Company’s compliance efforts with respect to relevant Company policies, the Company’s Code of Business Conduct, and relevant laws and regulations.
Monitor the Company’s efforts to implement compliance programs, policies and procedures that respond to the various compliance and regulatory risks facing the Company and support lawful and ethical business conduct by the Company’s employees.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Monitor the Company’s efforts to fulfill legal obligations arising from settlement agreements and other similar documents or orders, and shall review, at its discretion.
At its discretion, oversee the investigation of, and may also request the investigation of, any significant instances of non-compliance with laws or the Company’s compliance programs, policies or procedures, or potential compliance violations that are reported to the Committee; provided, however, that any such matters related to financial non-compliance or potential financial compliance violations shall be directed to the Audit Committee for investigation.

PERFORMANCE EVALUATION

The Board has a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

TERMS OF APPOINTMENT & REMUNERATION-CEO & MD/WTD

Particulars	Shri Ashok Jain, Chairman & MD	Shri Ashok Jain, Chairman & MD	Mrs. Radhica Sharma WTD- Dy. Managing Director	Shri Kunal Jain WTD
Period of Appointment	01.07.2024 to 30.06.2027		10.02.2025 to 09.02.2028	01.05.2023 to 30.04.2026
A. Salary Grade	Upto Rs 7,00,000/- p.m. and all allowances and perquisites		Upto Rs 6,00,000/- p.m. and all allowances and perquisites	Upto Rs 6,00,000/- p.m. and all allowances and perquisites

B. Exempted Category	Contribution to PF, Gratuity, Leave Encashment as per Rules, Directors Obligation Insurance Premium		Contribution to PF, Gratuity, Leave Encashment as per Rules, Directors Obligation Insurance Premium	Contribution to PF, Gratuity, Leave Encashment as per Rules, Directors Obligation Insurance Premium
C. Facilities to perform the Companies work	Car, Telephone, Internet & Cell		Car, Telephone, Internet & Cell	Car, Telephone, Internet & Cell

Minimum Remuneration	As per provisions of the Companies Act, 2013 read with Schedule V of the Act		As per provisions of the Companies Act, 2013 read with Schedule V of the Act	As per p rovisions of the Companies Act, 2013 read with Schedule V of the Act
Notice Period andfees	6 months from either side		6 months from either side.	6 months from either side
Remuneration during the period 2024 -25 (Rs.)	91,10,304		78,15,600	80,16,000
REMUNERATION – NON-EXECUTIVE DIRECTORS/INDEPENDENT DIRECTORS
Particulars		CA Ashok Kumar Patni Independent Director	Shri Sharad Panot Independent Director	Shri Samyak Modi Independent Director
Siting fees during the period 202 4-25 (Rs.)		62,500	62,500	62,500

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

GENERAL BODY MEETINGS:

GENERAL BODY MEETINGS:	GENERAL BODY MEETINGS:	GENERAL BODY MEETINGS:	GENERAL BODY MEETINGS:	GENERAL BODY MEETINGS:
A. Annual General Meetings:
Date of AGM	Venue	Time	No. of special resolutions passed	No. of resolutions Passed by Postal Ballot
26/09/2022	Through Video Conferencing /Other Audio-Visual Means for which Deemed Venue is kept at the Registered Office of the company situated at 117, 1st Floor, Navneet Darshan, 16/2 Old Palasia, Indore 452001(M.P.)	2:00 PM	Two	Nil
26/09/2023	-do-	2:00 PM	Seven	Nil
26/09/2024	-do-	2:00 PM	One	Nil

B. Extraordinary General Meeting (EGM):

No Extraordinary General Meeting held during the year 2024-25.

DISCLOSURES:

A. Subsidiary Companies

The company does not have any subsidiary or Material Subsidiary during the year ended 31st March, 2025. Therefore, the company is not required to frame a policy on Material Subsidiary.

B. Related Party Transactions

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There are no significant transactions with related parties.

The Audit Committee and the Board has approved a policy for related party transactions which has been uploaded on the Company’s website at www.fluidomat.com.

C. Providing voting by Electronic Means.

Your Company is providing e-voting facility through remote e-voting and e-voting at the AGM under Regulation 44 of SEBI (LODR) Regulation, 2015 and Companies Act, 2013. The details regarding e-voting facility are being given with the notice of the Meeting.

D. Strictures and Penalties

No strictures or penalties have been imposed on the Company by the Stock Exchanges or by the Securities and Exchange Board of India (SEBI) or by any statutory authority on any matters related to capital markets during the last three years.

E. Vigil Mechanism/Whistle Blower Policy

The Company has laid down a Whistle Blower Policy/Vigil Mechanism. The company encourages an opendoor policy where employees have access to the Head of the business/function. The company takes cognizance of the complaints made and suggestions given by the employees and others. Complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the company has been denied access to the Audit Committee in this regard.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	As part of our corporate governance practices, the company has adopted the Whistleblower Policy that
	covers our directors and employees. The policy is provided pursuant to SEBI (LODR) Regulation, 2015 on
	our website, http://www.fluidomat.com and also annexed with the Board Report.
F.	Prevention of insider trading:
	The Company has adopted a Code of Conduct for the Prevention of Insider Trading with a view to regulate
	trading in securities by the Directors and designated employees of the Company. The Company Secretary &
	Head Compliance officer are responsible for implementation of the Code.
G.	Proceeds from public issues, rights issues, preferential issues, etc.
	The Company has not raised money through an issue (public issues, rights issues, preferential issues etc.)
	during the year under review.
H.	Disclosures with respect to demat suspense account/ Unclaimed Suspense Account:
	There are no equity shares lying in the demat suspense account/ Unclaimed Suspense Account.
I.	Confirmation that in the opinion of the Board, the Independent Director fulfills the condition
	specified in this regulation and are independent of the Management:
	All Independent Directors have given disclosure as required under the Companies Act, 2013 and Listing
	Regulations that they are independent of the management and the Management do hereby confirm their
	independency. All the Independent Directors have also registered themselves with Independent Directors’
	Databank maintained by the IICA as per the requirement of the Companies Act, 2013.
J.	Detailed Reason for resignation of Independent Director who resigns before the expiry of his tenure
	along with the confirmation by such director that there is no other material reason other than those
	provided:
	There is no resignation of any independent Director during the Financial Year.
K.	Secretarial Compliance Report:
	SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) of
	the SEBI (LODR) Regulation, 2015, directed listed entities to conduct Annual Secretarial compliance audit
	from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued
	thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report and is
	required to be submitted to Stock Exchanges within 60 days of the end of the financial year.
	The Company has engaged the services of CS (Dr.) D.K. Jain (CP No. 2382), Practicing Company
	Secretary and Secretarial Auditor of the Company for providing this certification.
L.	Certificate from Practicing Company Secretary:
	Certificate for disqualification of directors as required under Part C of Schedule V of the SEBI (LODR)
	Regulation, 2015, received from CS (Dr.) D.K. Jain (CP No. 2382) proprietor of M/s. D. K. Jain & Co.,
	Practicing Company Secretaries, (F.R.No. S200MP064600) that none of the Directors on the Board of the
	Company have been debarred or disqualified from being appointed or continuing as directors of the
	Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory
	authority.
	A compliance certificate from CS (Dr.) D.K. Jain (CP No. 2382) proprietor of M/s. D. K. Jain & Co., Practicing
	Company Secretaries, (F.R.No. S200MP064600) pursuant to the requirements of Schedule V of the SEBI

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	(LODR) Regulation, 2015 regarding compliance of conditions is attached.
M.	Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and
	Redressal) act, 2013:
	The Company has in place an effective mechanism for dealing with complaints relating to sexual
	harassment at workplace. The details relating to the number of complaints received and disposed of during
	the financial year 2024-25 are as under:
	a. Number of complaints filed during the financial year: NIL
	b. Number of complaints disposed of during the financial year: NIL
	c. Number of complaints pending as at the end of the financial year: NIL
N.	Where the Board had not accepted any recommendation of any committee of the board, which is
	mandatorily required, in the financial year.
	Your Board affirms that, there are no such instances where the Board has not accepted any
	recommendation of any committee of the Board during the financial year.
O.	Total fees for all services paid by the company and its subsidiary on a consolidated basis, to the
	statutory auditors and all entities in the network of which the statutory auditor is a part.
	The company has paid the auditors remuneration of Rs. 2.00 Lakhs for the year 2024-25 and Rs. 3.70 Lakhs
	as a Certification. Company does not have any Subsidiary during the year ended 31st March, 2025
	therefore no remuneration was paid by any subsidiary’s to the Auditors.
P.	Disclosure by the company and its subsidiary company of loans and advances in the nature to
	Firms/companies in which directors are interested:
	The company or its subsidiary has not provided any Loans and advances to any firms/companies in which
	directors of the company interested.
Q.	Disclosure of certain types of agreements binding on the company:
	The company has not entered into any type of agreements as prescribed under Clause 5A of Part A of
	Schedule III of the SEBI (LODR) Regulations, 2015.
R.	Disclosure of non-compliance by the Company
	There has been no instance of non-compliance on any matter related to the capital markets, during the last
	two years.
S.	Compliance with certain regulations of SEBI(LODR) Regulations, 2015:
	The Company has complied with the requirements specified in Regulations 17 to 27 and clauses (b) to (i) of
	sub-regulation (2) of regulation 46 of the Listing Regulations.
T.	Credit Rating
	The Company was not required to appoint any credit rating agency, as it’s not applicable. Therefore, the
	details for disclosure of credit rating obtained by the Company are not applicable.
U.	Senior Management

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Sr. No.	Name of the Senior Management	Particulars/Designation in the Company	Change during the year	Date of such change
1.	Mr Sandeep Sharma	Business Head International Trade	-	-
2.	Mrs Pramila Jain	Vice-President Marketing	-	-
3.	Mr Pramod Kumar Jain	Vice-President Finance & Accounts	-	-
4.	Mrs Monica Jain	CFO	-	-
5.	Mrs Sunaina Jain	General Manager Costing	-	-
6.	Mr. Ramesh Chand Jain	Manager- Personnel	-	-
7.	Mr. V.K. Singh	General Manager- Production	-	-
8.	Mr. R. B Raghuvanshi	General Manager	-	-
9.	Mr. Devendra Kumar Sahu	Company Secretary and Compliance Officer	-	-

CODE OF CONDUCT:

The Board has adopted the code of conduct for all its Directors and Senior Management which has been displayed on the Company’s website. All Board members and senior management personnel have affirmed compliance with the code on an annual basis. A declaration to this effect by CEO of the Company forms part of this Annual Report.

MEANS OF COMMUNICATION:

The company regularly intimates its Un-Audited as well as Audited Financial Results to the Stock Exchange immediately after these are taken on record/approved by the Board. These financial results are published in the Free Press Journal (English) and in Chautha Sansar (Hindi), the vernacular newspaper. The results of the company are also available on the website of the company, at www.fluidomat.com.

MD/CFO CERTIFICATION:

The MD and the CFO have issued certificate pursuant to the provisions of Regulation 17(8) of SEBI (LODR) Regulation, 2015. The said certificate is annexed and forms part of the Annual Report.

COMPLIANCE UNDER NON-MANDATORY/DISCRETIONARY REQUIREMENTS UNDER THE LISTING REGULATIONS REQUIREMENTS :

The Company complied with all mandatory requirements and has adopted non-mandatory requirement as per details given below:

	per details given below:
A.	The Board:
	The Company does not have Non-Executive Chairman.
B.	Shareholder’s Rights:
	The quarterly and half yearly results are published in the newspaper, displayed on the website of the

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Company and are sent to the Stock Exchanges where the shares of the Company are listed. The half-yearly results are not separately circulated to the shareholders.

C. Audit Qualification:

The auditors have not qualified the financial statement of the Company. The Company continues to adopt best practices in order to ensure unqualified financial statements.

D. Reporting of Internal Auditor:

The Internal Auditors of the Company report to the Audit Committee.

GENERAL SHAREHOLDER INFORMATION:

Date, Time and Venue of Annual General Meeting	On 26th September, 2025, Friday at 2.00 P.M. through Video Conferencing or other audio-visual mode for which purposes the Registered office situated at 117, 1st Floor, Navneet Darshan, 16/2 Old Palasia, Indore 452018 (M.P.) shall be deemed as the venue for the Meeting.
E-voting period	From 09.00 A.M. (IST) on Tuesday 23rd September, 2024 to 05.00 P.M(IST)on Thursday,25th September,2025
Financial Calendar Results for the quarter ending 30th June, 2025 for the quarter ending 30th Sept, 2025 for the quarter ending 31st Dec., 2025 for the quarter ending 31st March, 2026	On 13th August, 2025 On or Before 14th November, 2025 On or Before 14th February, 2026 On or Before 30th May, 2026
Board Meeting for consideration of Annual Accounts for the financialyear 2024-25	30th May, 2025
Record Date	19th September, 2025, Friday
Cutoff date for E-voting	19th September,2025,Friday
Posting/mailing of Annual Report	Before 4the September,2025
Last date for receipt of Proxy	Not Applicable(AGM will be held through “VC or OAVM”)
Dividendpayment if any	Within 30 days from the date of declaration
Listing on Stock Exchange	The equity shares of the company are listed at BSE Ltd. and the listing fees has beenpaid for 2025-26
Registered Office	117, 1st Floor, Navneet Darshan,16/2, Old Palasia, Indore (M.P.) - 452018
Compliance Officer and Company Secretary	CS Devendra Kumar Sahu
Registrars and Share Transfer Agents	Ankit Consultancy Private Limited Plot No.60, Electronic Complex, Pardeshipura, Indore (M.P.) 452010 - Tel: 0731- 4065797/99Fax: 0731- 4065798 Email: [email protected]
Scrutinizer for e-voting	CS Ishan Jain, Practicing Company Secretary
Scrip Code	522017
ISIN NO	INE459C01016
The financial year covered by this Annual Report	April 1, 2024 to March 31, 2025
Share Transfer System	Due to amendment in SEBI(LODR) Regulation, 2015 from 1stApril, 2019, no physical transfer of shares allowed except in case of transmission if any.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

However, SEBI by its Circular No. SEBI/HO/MIRSD/MIRSDPoD/P/CIR/2025/97 dated 2ndJuly, 2025 clarified that transfer deeds lodged prior to deadline of 1st April, 2019 and rejected/returned due to deficiency in the documents may be re-lodged with requisite documents. It was further decided to fix 31st March, 2021 as the cutoff date for re-lodgement of transfer deeds. Commodity price risk or foreign exchange Usual policy is to sell its products at prevailing market prices, and not risk and hedging activity to enter into price hedging arrangements. Plant Location 7-C, 8-J, I.S. Gajra Industrial Area, A. B. Road, Dewas (M.P.) 455001 Books of Accounts Mentioned 7C-8J, IS Gajra Industrial Area No.1 A.B.Road, Dewas (M.P.) 455001

MARKET INFORMATION:

Stock Market Price Data:

Monthly high/low during the year 2024-25 at BSE Limited, Mumbai:

Distribution of Shareholding as on March, 31, 2025

Fluidomat Price (Per share of Rs. 10/- each)	Fluidomat Price (Per share of Rs. 10/- each)	Fluidomat Price (Per share of Rs. 10/- each)	BSE Sensex	BSE Sensex		Upto -1000 5862 73.31 2377300 4.83 1001-2000 800 10.01 1301220 2.64 2001-3000 366 4.58 971780 1.97 3001-4000 171 2.14 621820 1.26 4001-5000 214 2.68 1046480 2.12 5001-10000 311 3.89 2376080 4.82 10001-20000 129 1.61 1870170 3.80 20001-30000 55 0.69 1355100 2.75 30001-40000 17 0.21 593720 1.21 40001-50000 16 0.20 738080 1.50 50001-100000 25 0.31 1714740 3.48 100000-above 30 0.38 34303510 69.62 Total 7996 100.00 49270000 100.00 Share Holding of Nominal Value(Slab) Share Holders Number % of Share Holders Share Amount In Rs. % to Total
Month	High Price	Low Price	Month High Price	Month Low Price
Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25	660.10 674.70 674.00 709.95 712.00 756.00 695.00 806.95 1050.00 1181.40 949.90 869.00	456.80 571.90 495.05 610.30 605.55 636.90 560.00 559.00 766.05 758.65 735.00 710.00	75124.28 76009.68 79671.58 81908.43 82637.03 85978.25 84648.40 80569.73 82317.74 80072.99 78735.41 78741.69	71816.46 71866.01 70234.43 78971.79 78295.86 80895.05 79137.98 76802.73 77560.79 75267.59 73141.27 72633.54

Unclaimed Dividends:

Dividends remain unpaid/unclaimed for a period of seven years will be transferred the Investor Education & Protection Fund (IEPF) established by the Government. The dates by which the dividend amounts will be transferred to IEPF are as under:

Financial Year	Date of Declaration	Type of Dividend	Rate of Dividend per Share Rs.	Due date for transfer t o IEPF	Amount of unpaid dividend as on 31.03.2025 Rs.
2017-18	26.09.2018	Final Dividend	1.75	25.10.2025	3,95,918.25
2018-19	26.09.2019	Final Dividend	2.00	25.10.2026	2,06,506.00
2019-20	14.02.2020	Interim Dividend	2.25	13.03.2027	3,23,586.00
2020-21	25.09.2021	Final Dividend	3.25	24.10.2028	3,32,471.75
2021-22	26.09.2022	Final Dividend	3.50	25.10.2029	3,22,489.00
2022-23	26.09.2023	Final Dividend	4.50	25.10.2030	3,94,357.50
2023-24	36.09.2024	Final Dividend	5.50	25.10.2031	5,05,066.50

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Communication has been sent by the Company to the Shareholders advising them to take appropriate steps to realize the same. The same was also published in the newspaper. Once an unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

The Company has uploaded on its website the details of unpaid or unclaimed amounts lying with the Company as on date of last Annual General Meeting (26/09/2024) and details of shares transferred to IEPF during financial year 2024-25. The aforesaid details are put on the Company’s website and can be accessed on the website of the IEPF Authority (www.iepf.gov.in). The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

Dematerialization of Shares as at 31/03/2025:

CATEGORY	NO. OF SHARES	%
Total number of De-mat shares with NSDL	35,64,812	72.35
Total number of De-mat shares with CDSL	12,55,878	25.49
Total number of Physical shares	1,06,310	2.16
TOTAL	49,27,000	100.00

REDRESSAL OF INVESTOR GRIEVANCES THROUGH SEBI SCORES 2.0 MECHANISM:

SEBI has issued various circulars for Listed Companies to Registered itself on SCORES. SCORES is an online system where investors in securities market can lodge their complaints through web URL and an App. SEBI has launched the new version of the SEBI Complaint Redress System (SCORES 2.0) to reduce and uniform timelines for redressal of investor complaints across the Securities Market. Investors can lodge complaints only through new version of SCORES 2.0 i.e. https://scores.sebi.gov.in from April 01, 2024. Investors can check the status of their complaints already lodged in old SCORES and pending in the old SCORES. Your Company is also registered on SCORES 2.0 and promptly redressing investor grievances.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company’s share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital.

FOR AND BEHALF OF THE BOARD

Place: Indore (M.P.) Date: Date: 13th August, 2025

ASHOK JAIN Chairman & Managing Director DIN : 00007813

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

{Requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015}

TO, THE MEMBERS OF

FLUIDOMAT LIMITED

We have examined the compliance of conditions of Corporate Governance by “Fluidomat Limited” Indore (CIN: L74210MP1978PLC001452) for the year ended on March 31, 2025, as stipulated in SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For J P SARAF & CO LLP CHARTERED ACCOUNTANTS Firm Reg. No: 006430C/C400368

Place: Indore

Date: 13th Day of August, 2025

CA J.P. SARAF PARTNER M. No.: 075319 UDIN: 25075319BMUIVX4793

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of

Fluidomat Limited

117, 1st Floor, Navneet Darshan, 16/2, Old Palasiya, Indore (M.P.) 452001.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Fluidomat Limited having CIN: L74210MP1978PLC001452 and having registered office at 117, 1st Floor, Navneet Darshan, 16/2, Old Palasiya, Indore 452001(hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers,

We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	Date of appointment in Company
1	Shri Ashok Jain*	00007813	11/12/1975
2	Shri Kunal Jain	01475424	01/05/2007
3	Smt. Radhica Sharma	06811597	10/02/2014
4	Shri Ashok Kumar Patni	10251353	14/08/2023
5	Shri Sharad Panot	10262641	14/08/2023
6	Shri Samyak Modi	07359320	14/08/2023

*Date of appointment in the MCA Record is reflecting 01.07.2005.

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification.

This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, D.K. Jain & Co. Company Secretaries FRN: S2003MP064600

Place: Indore (M.P.) Date: 30th July, 2025 UDIN: F003565G000894620

CS (Dr.) Dilip Kumar Jain Proprietor FCS 3565: CP 2382 Peer Review No.: 6672/2025

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

COMPLIANCE CERTIFICATE

[Under Regulation 17(8) of SEBI (LODR) Regulations, 2015]

To, The Board of Directors Fluidomat Limited

A. We have reviewed the Financial Statements, Books of Accounts, detailed trial balance and grouping thereof for the Financial Year 2024-25 and that to the best of our knowledge and belief:
these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
B. To the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee:
significant changes in internal control over financial reporting during the Financial Year 2024-25
significant changes in accounting policies during the period and that the same have been disclosed in the notes of the financial statements; and
instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.

For, Fluidomat Limited For, Fluidomat Limited

Ashok Jain Monica Jain Chairman & Managing Director Chief Financial Officer DIN: 00007813 ABGPJ2694A Place: Indore (M.P.) Date: 30th May, 2025

Declaration by the Managing Director under SEBI (LODR) Regulation, 2015 Regarding Compliance with Code of Conduct

In accordance with Regulation 26(3) read with Schedule V of SEBI (LODR) Regulation, 2015, I hereby confirm that, all the Directors and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended March 31, 2025.

For, Fluidomat Limited

(ASHOK JAIN) Place: Indore (M.P.) Chairman & Managing Director Date: 13th August, 2025 DIN : 00007813

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

INDEPENDENT AUDITORS’ REPORT

TO,

THE MEMBERS OF FLUIDOMAT LIMITED,

Report on Audit of Financial Statements

We have audited the accompanying the Financial Statements of FLUIDOMAT LIMITED (‘the Company’), which comprise the balance sheet as at 31st March 2025, the statement of profit and loss (including other comprehensive income), the statement of cash flow statement and the statement of changes in equity for the year then ended and notes to the financial statements, including a summary of material accounting policies and other explanatory information.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, the Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

accounting standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

Auditor's Responsibility for the Audit of the Financial Statements	Auditor's Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions	of users taken on the basis of these financial statements.
As part of	an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
•	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
	error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
	sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
	resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
	intentional omissions, misrepresentations, or the override of internal control.
•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
	appropriate in the circumstances. Under section 143(3)(I) of the Companies Act, 2013, we are also
	responsible for expressing our opinion on whether the company has adequate internal financial controls
	system in place and the operating effectiveness of such controls.
•	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
	and related disclosures made by management.
•	Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
	on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
	cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
	uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
	financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
	on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
	cause the Company to cease to continue as a going concern.
•	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
	and whether the financial statements represent the underlying transactions and events in a manner that
	achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ‘Annexure A’ statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
A. As required by section 143(3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the statement of profit and loss, the Statement of Cash Flow Statement, and statement of change in equity dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
e. On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations in its financial position in note no. 36.2 to the Financial Statements.
b. The Company did not have any long-term contracts, including derivatives contract for which there were any material foreseeable losses.
c. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.
d. (i) The management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25
(ii) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been received by the company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and;
(iii) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under paragraph i and ii above, contain any material misstatement.
e. As stated in Note no. 18(iv) to the Financial Statements: (a) The final dividend paid by the Company during the year in respect of dividend declared with respect to financial year ending on March 31, 2024 is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.
(b) The Board of Director of the Company have proposed final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of the dividend proposed is in accordance with Section 123 of the Act, as applicable.
f. Based on our examination which included test checks the company has used an accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the accounting software, we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
C. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. For J. P. SARAF & CO LLP Chartered Accountants
Firm Reg. No: 006430C/C400368 (CA J. P. SARAF) PARTNER
Place: Indore M. No.: 075319 Date : This 30th Day of May, 2025 UDIN: 25075319BMUIVS7894 75

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Annexure ‘A’ to Independent Auditors’ Report of Financial Statement

(Referred in Para 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report	(Referred in Para 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report	(Referred in Para 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report
		of even date to the members of Fluidomat Ltd. for the year ended 31st March 2025)
As required		by the Companies (Auditors Report) Order, 2020 ("the Order") and according to the information and
explanations sought by us and given by the company and the books of account and records examined by us in the
normal course of audit and to the best of our knowledge and belief, we state that:
(i)	(a)	(A) The Company has maintained proper records showing full particulars, including quantitative
		details and situation of Property, Plant and Equipment.
		(B) The Company has maintained proper records showing full particulars of Intangible Assets.
	(b)	Property, Plant and Equipment have been physically verified by the management of the Company
		in accordance with phased programme of verification, which in our opinion is reasonable,
		considering the size and nature of its business. No material discrepancies were noticed during
		such verification.
	(c)	Based on sale deed / transfer deed/ property tax receipts provided to us, we report that the title
		deeds of all the immovable properties (other than properties where the company is the lessee and
		the lease agreements are duly executed in favour of the lessee) disclosed in the financial
		statements in Property, Plant and Equipment are held in the name of the company as at the
		Balance Sheet date.
	(d)	The company has not revalued its Property, Plant and Equipment (including Right of use assets) or
		intangible assets during the year.
	(e)	No proceedings have been initiated during the year or are pending against the Company for holding
		any benami property under the Prohibition of Benami Property Transactions Act, 1988 (previously
		known as Benami Transactions (Prohibition) Act, 1988) and rules made thereunder, hence the
		requirement to report on clause 3(I) (e) of the Order is not applicable to the Company.
(ii)	(a)	Inventory has been Physical verified by the management at reasonable interval. In our opinion, the
		frequency of verification by management is reasonable and the coverage and procedure of such
		verification by the management is appropriate. There were no discrepancies of 10% or more in the
		aggregate for each class of inventory noticed in respect of such inventories.
	(b)	The company has not been sanctioned working capital limits in excess of five crore rupees, in
		aggregate, at any point of time during the year, from banks or financial institutions on the basis of
		security of current assets, hence the provision clause 3 (ii) (b) of the Order is not applicable to the
		Company.
(iii)	The	company has not made investments in, provided any guarantee or security or granted any loans or
	advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability partnerships
	or other parties, hence the requirement to report on clause 3 (iii) (a) to (f) of the Order are not applicable to
	the Company.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(iv)	The Company has not granted any loans, made investments in, provided any guarantees or security to the
	parties covered under Section 185 and 186 of the Act, hence the requirement to report on clause 3 (iv) of
	the Order is not applicable to the Company.
(v)	The Company has neither accepted any deposits from the public nor accepted any amounts which are
	deemed to be deposits within the meaning of Sections 73 to 76 or any other relevant provisions of the Act
	and the Rules framed there under, to the extent applicable, hence the requirement to report on clause 3(v)
	of the Order is not applicable to the Company.
(vi)	We have broadly reviewed the books of accounts maintained by the Company pursuant to the Companies
	(Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for the
	maintenance of cost records under Section 148(1) of the Act and are of the opinion that, prima facie, the
	prescribed accounts and cost records have been made and maintained by the Company. We have,
	however, not made a detailed examination of the same.
(vii)	(a) The Company is generally regular in depositing undisputed statutory dues including Goods and
	Service Tax, Provident Fund, Employee’s State Insurance, Income-Tax, Custom Duty, Excise Duty,
	Cess and other statutory dues as applicable with the appropriate authorities. As provided to us by
	the management, the extent of the arrears of outstanding statutory dues as at the last day of the
	financial year concerned for a period of more than six months from the date they became payable,
	are Nil except Professional Tax Employee (Kolkata Branch) amounting to Rs. 15,780.
	(b) According to the records of the Company, there are no dues outstanding on account of statutory
	dues referred to in sub-clause (a) on account of any dispute.
(viii)	The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of
	account, in the tax assessments under the Income Tax Act, 1961 as income during the year, hence the
	requirement to report on clause 3(viii) of the Order is not applicable to the Company.
(ix)	(a) The Company has not defaulted in repayment of any loan or borrowings or in the payment of interest
	there on to any lenders.
	(b) The Company has not been declared as a willful defaulter by any bank, financial institution or any
	other lender or government or any government authority.
	(c) The Company has not taken any term loan during the year and there is no outstanding term loan at
	the beginning of the year, hence the requirement to report under clause 3(ix)© of the Order is not
	applicable to the Company.
	(d) On an overall examination of the financial statements of the Company, prima facie, no funds raised
	on short-term basis have been used for long-term purpose by the Company.
	e) The Company does not have any subsidiaries, associates or joint ventures, hence the requirement
	to report under clause 3(ix) (e) and (f) of the Order is not applicable to the Company.
(x)	(a) The company has not raised money by way of initial public offer or further public offer (including debt
	instruments) during the year, hence the requirement to report under clause 3(x)(a) of the Order is
	not applicable to the Company.
	(b) The company has not made any preferential allotment or private placement of shares or convertible

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

		debentures (fully, partially or optionally convertible) during the year, hence the requirement to
		report under clause 3(x)(b) of the Order is not applicable to the Company.
(xi)	(a)	No material fraud by the Company or no material fraud on the Company has been noticed or
		reported during the year.
	(b)	No report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors
		in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the
		Central Government, during the year and up to the date of this report.
	(c)	As presented to us by the management, no whistle-blower complaint has been received during the
		year and up to the date of this report by the company.
(xii)	The Company is not a Nidhi Company, therefore, the provisions of clause 3 (xii)(a), (xii)(b) and (xii)(c) of
	the Order are not applicable to the Company.
(xiii)	Transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013
	were applicable and the details of such transaction have been disclosed in the notes to Financial
	Statements as required by the applicable Indian accounting standards.
(xiv)	(a)	The company has an adequate internal audit system commensurate with the size and nature of its
		business.
	(b)	The internal audit reports of the Company issued till the date of the audit report, for the period under
		audit have been considered by us.
(xv)	The company has not entered into any non-cash transactions with directors or persons connected with its
	directors as referred to in section 192 of the Act, hence the requirement to report on clause 3(xv) of the
	Order is not applicable to the Company.
(xvi)	(a)	The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable
		to the Company. Accordingly, the requirement to report on clause (xvi) (a) of the Order is not
		applicable to the Company.
	(b)	The Company is not engaged in any Non-Banking Financial or Housing Finance activities, hence
		the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.
	(c)	The Company is not a Core Investment Company (CIC) as defined in the regulations made by the
		Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)© of the Order is not
		applicable to the Company.
	(d)	There is no Core Investment Company as part of the Group, hence, the requirement to report on
		clause 3(xvi)(d) of the Order is not applicable to the Company.
(xvii)	The Company has not incurred cash losses in the current financial year and in the immediately preceding
	financial year.
(xviii)	There has been no resignation of the statutory auditors during the year, hence the requirement to report on
	clause 3 (xviii) of the Order is not applicable to the Company.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(xix)	On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and
	payment of financial liabilities, other information accompanying the financial statements, our knowledge
	of the Board of Directors and management plans and based on our examination of the evidence
	supporting the assumptions, nothing has come to our attention, which causes us to believe that any
	material uncertainty exists as on the date of the audit report that company is not capable of meeting its
	liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the
	balance sheet date. We, however, state that this is not an assurance as to the future viability of the
	company. We further state that our reporting is based on the facts up to the date of the audit report and we
	neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from
	the balance sheet date, will get discharged by the company as and when they fall due.

(xx) a) In respect of other than ongoing projects, the Company has not transferred the remaining unspent Corporate Social Responsibility (CSR) amounts that are required to be transferred to a fund specified in Schedule VII of the Act, till the date of our Audit report. However, the time period for such transfer i.e. six month of the expiry of the financial year as permitted under second proviso to sub section 5 of section 135 of the Act has not elapsed till the date of our audit report. This matter has been disclosed in note 41 to the financial statements.
b) There is no ongoing project of Corporate Social Responsibility (CSR) in the Company and accordingly reporting under Clause 3 (xx) (b) of the Order is not applicable.
(xxi) The Company does not have any subsidiary / Associate/ Joint Venture. Accordingly, there is no preparation of consolidated financial statements, hence clause 3(xxi) of the Order is not applicable to the Company.

For J. P. SARAF & CO LLP Chartered Accountants Firm Reg. No: 006430C/C400368 (CA J. P. SARAF) PARTNER Place: Indore M. No.: 075319 Date : This 30th Day of May, 2025 UDIN: 25075319BMUIVS7894

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Annexure ‘B’ to Independent Auditors’ Report of Financial Statement

(Referred to Para 2(f) under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date to the members of Fluidomat Ltd. for the year ended 31st March 2025)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of FLUIDOMAT LIMITED (“the Company”) as of 31st March, 2025 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls over Financial Reporting, both applicable to an audit of the Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls with reference to these Financial Statements

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to these Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2025, based on, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For J. P. SARAF & CO LLP Chartered Accountants Firm Reg. No: 006430C/C400368

Place: Indore Date : This 30th Day of May, 2025

(CA J. P. SARAF) PARTNER M. No.: 075319 UDIN: 25075319BMUIVS7894

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Rs. In Lakhs
As At
31-03-2025
As At
31-03- 2024
PARTICULARS
Note No.
Note : The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of the Board
For J.P. SARAF & CO. LLP
CHARTERED ACCOUNTANTS,
Firm Reg.No. : 006430C/C400368
CA J.P.SARAF
PARTNER
M.No. 075319
Place : Indore
Date : This 30th Day of May, 2025
(ASHOK JAIN)
(RADHICA SHARMA)
(KUNAL JAIN)
CHAIRMAN &
DY. MANAGING DIRECTOR
EXECUTIVE DIRECTOR
MANAGING DIRECTOR
DIN : 06811597
DIN : 01475424
DIN : 00007813
(MONICA JAIN)
CHIEF FINANCIAL OFFICER
(DEVENDRA KUMAR SAHU)
COMPANY SECRETARY
BALANCE SHEET AS AT 31st MARCH, 2025
ASSETS
(I)
Non-Current Assets
(a)
Property, Plant and Equipment
4
1174.21
794.91
(b)
Capital Work-in-Progress
5
189.08
21.86
(c)
Other Intangible Assets
6
1.15
1.22
(d)
Intangible Assets Under Development
5
9.00
5.00
(e)
Financial Assets
(i) Other Financial Assets
7
2844.64
2454.69
(f)
Other non-Current Assets
8
63.05
62.65
Total Non Current Assets
4281.13
3340.33
(II)
Current Assets
(a)
Inventories
9
516.68
645.16
(b)
Financial Assets
(i) Investments
10
831.63
511.21
(ii) Trade Receivables
11
2245.58
1347.46
(iii) Cash & Cash Equivalents
12
43.02
102.88
(iv) Bank Balances other than (iii) above
13
24.80
24.04
(v) Other Financial Assets
14
1293.73
1098.55
(c)
Current Tax Assets (Net)
15
13.58
15.81
(d)
Other Current Assets
16
47.24
26.75
Total Current Assets
5016.26
3771.86
TOTAL ASSETS
9297.39
7112.19
EQUITY AND LIABILITIES
A
Equity
(a) Equity Share Capital
17
492.70
492.70
(b) Other Equity
18
7552.24
5598.59
B
Liabilities
(I)
Non-Current Liabilities
(a) Provisions
19
120.63
110.18
(b) Deferred Tax Liabilities (net)
20
23.75
19.23
Total Non-Current Liabilities
144.38
129.41
(II)
Current Liabilities
(a) Financial Liabilities
(i) Borrowing
21
0.00
0.00
(ii) Trade Payables
22
(a) Total Outstanding dues of Micro Enterprises & Small Enterprises
16.73
17.26
(b) Total Outstanding dues of Creditors other than Micro Enterprises
& Small Enterprises"
308.71
384.86
(iii)
Other Financial Liabilities
23
24.80
24.04
(b) Other Current Liabilites
24
650.18
391.12
(c) Provisions
25
67.73
54.26
(d) Current Tax Liabilities (Net)
26
39.92
19.95
Total Current Liabilities
1108.07
891.49
TOTAL EQUITY AND LIABILITIES
9297.39
7112.19
MATERIAL ACCOUNTING POLICIES AND
NOTES ON FINANCIAL STATEMENT
3

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

INCOME :
Revenue from Operations
27
7218.29
5549.18
Other Income
28
345.94
345.18
Total Income
7564.23
5894.36
EXPENSES :
Cost of materials consumed
29
2218.48
2076.84
Change in inventories of finished goods, stock-in-trade and
30
34.70
14.70
work in progress
Employee benefits expenses
31
1288.59
1163.38
Finance costs
32
0.00
0.09
Depreciation and amortisation expense
4
93.70
75.27
Other expenses
33
928.29
782.97
CSR expenses
19.95
24.01
Total Expenses
4583.71
4137.26
PROFIT BEFORE TAX
2980.52
1757.10
Tax Expenses
a) current tax
758.09
452.15
b) tax adjustments related to previous years
(4.44)
0.94
c) deferred tax
4.52
(1.23)
PROFIT FOR THE PERIOD
2222.35
1305.24
Other Comprehensive Income:
34
A.
(i) items that will not be reclassified to profit or loss
2.28
85.46
(ii) income tax relating to items that will not be reclassified
0.00
0.00
to profit & loss
B.
(i) items that will be reclassified to profit or loss
0.00
0.00
(ii) lncome tax relating to items that will be
0.00
0.00
reclassified to profit or loss
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
2224.63
1390.70
EARNINGS PER EQUITY SHARE (Face Value of Rs.10 each)
35
Basic EPS (In Rs.)
45.15
28.23
Diluted EPS (In Rs.)
45.15
28.23
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2025
PARTICULARS
Rs. In Lakhs
Year Ended
31st March, 2024
Year Ended
31st March, 2025
Note No.
Note : The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of the Board
For J.P. SARAF & CO. LLP
CHARTERED ACCOUNTANTS,
Firm Reg.No. : 006430C/C400368
CA J.P.SARAF
PARTNER
M.No. 075319
Place : Indore
Date : This 30th Day of May, 2025
(ASHOK JAIN)
(RADHICA SHARMA)
(KUNAL JAIN)
CHAIRMAN &
DY. MANAGING DIRECTOR
EXECUTIVE DIRECTOR
MANAGING DIRECTOR
DIN : 06811597
DIN : 01475424
DIN : 00007813
(MONICA JAIN)
CHIEF FINANCIAL OFFICER
(DEVENDRA KUMAR SAHU)
COMPANY SECRETARY
MATERIAL ACCOUNTING POLICIES AND
NOTES ON FINANCIAL STATEMENT
3

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

AUDITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2025
Rs. In Lakhs
A.
CASH FLOW FROM OPERATING ACTIVITIES :
NET PROFIT BEFORE TAX
2980.52
1757.10
Adjustment for :
Depreciation
93.70
75.27
Loss/ (Profit) on Sale/Discard of Fixed Assets
0.00
0.56
Loss /(Profit) on Sale of Mutual Fund
(38.29)
(92.36)
Interest (Net)
(291.03)
(234.79)
Lease rental net of lease equalisation
0.08
0.09
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES
2744.98
1505.87
Adjustment for :
(Increase) / Decrease in trade and other receivable
(916.78)
33.47
(Increase) / Decrease in Inventories
128.49
(3.21)
Increase / (Decrease) in Trade Payables & provisions
207.06
(29.34)
CASH GENERATED FROM OPERATIONS
2163.75
1506.79
Interest Paid
0.00
(0.09)
Income Tax Paid
(733.67)
(475.25)
Income Tax Refund Received
0.00
0.00
Interest on Income Tax Refund Received
0.00
0.00
NET CASH FROM OPERATING ACTIVITIES
1430.08
1031.45
B.
CASH FLOW FROM INVESTING ACTIVITIES :
Payment towards Capital Expenditure
(644.23)
(170.49)
Investment in Mutual Fund (Net)
(337.45)
(166.00)
Disinvestment in Subsidiary Company
0.00
16.54
Sale of Fixed Assets (Net)
0.00
0.00
Other Financial Assets
(585.89)
(958.86)
Interest Earned
291.03
234.88
Government Grants
0.00
0.00
Profit on Sale of Mutual Fund
57.59
131.68
NET CASH ( USED IN ) FROM INVESTING ACTIVITIES :
(1218.95)
(912.25)
C.
CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds from short term borrowings
0.00
0.00
Payment of Dividend
(270.99)
(221.72)
Dividend Tax Paid
0.00
0.00
NET CASH ( USED IN ) / FROM FINANCING ACTIVITIES
(270.99)
(221.72)
NET INCREASE / (DECREASE) CASH & BANK BALANCES (A+B+C)
(59.86)
(102.52)
CASH & CASH EQUIVALENT OPENING BALANCE
102.88
205.40
CASH & CASH EQUIVALENT CLOSING BALANCE
43.02
102.88
PARTICULARS
Year Ended
31st March, 2024
Year Ended
31st March, 2025
Note : The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of the Board
For J.P. SARAF & CO. LLP
CHARTERED ACCOUNTANTS,
Firm Reg.No. : 006430C/C400368
CA J.P.SARAF
PARTNER
M.No. 075319
Place : Indore
Date : This 30th Day of May, 2025
(ASHOK JAIN)
(RADHICA SHARMA)
(KUNAL JAIN)
CHAIRMAN &
DY. MANAGING DIRECTOR
EXECUTIVE DIRECTOR
MANAGING DIRECTOR
DIN : 06811597
DIN : 01475424
DIN : 00007813
(MONICA JAIN)
CHIEF FINANCIAL OFFICER
(DEVENDRA KUMAR SAHU)
COMPANY SECRETARY

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Statement of changes in equity for the period ended 31st March, 2025

Rs. In Lakhs A. Equity Share Capital	Rs. In Lakhs A. Equity Share Capital	Rs. In Lakhs A. Equity Share Capital
Particulars	2024-25	2023-24
Balance at the beginning Changes in Equity Share Capital due to prior period errors Restated balance at the beginning of the current reporting period Change in Equity Share capital during the year Balance at the end	492.70 0.00 0.00 0.00 492.70	492.70 0.00 0.00 0.00 492.70

B. Other Equity

(Rs. In Lakhs)

	(1) Current reporting period		Reserves and Surplus	Reserves and Surplus
	Particulars	Capital Reserve	Capital Redemption Reserve	General Reserve	Retained Earnings	Other Items of Other Comprehensive Income		Total
	Balance at the beginning of the
	current reporting period	10.25	30.90	1187.89	4245.03		124.52	5598.59
	Change in accounting policy or
	prior period errors	0.00	0.00	0.00	0.00		0.00	0.00
	Restated balance at the beginning
	of the current reporting period	0.00	0.00	0.00	0.00		0.00	0.00
	Total Comprehensive Income for
	the current year	0.00	0.00	0.00	2222.35		2.28	2224.63
	Dividends	0.00	0.00	0.00	(270.98)		0.00	(270.98)
	Transfer from retained earning to
	General Reserve	0.00	0.00	100.00	(100.00)		0.00	0.00
	Balance at the end of the current
	reporting period	10.25	30.90	1287.89	6096.40		126.80	7552.24

	(2) Previous reporting period		Reserves and Surplus					(Rs. In Lakhs)
	Particulars	Capital Reserve	Capital Redemption Reserve	General Reserve	Retained Earnings	Other Items of Other Comprehensive Income		Total
	Balance at the beginning of the
	previous reporting period	10.25	30.90	1087.89	3261.51		39.06	4429.61
	Change in accounting policy or
	priorperiod errors	0.00	0.00	0.00	0.00		0.00	0.00
	Restated balance at the beginning
	of theprevious reporting period	0.00	0.00	0.00	0.00		0.00	0.00
	Total Comprehensive Income for
	the previous year	0.00	0.00	0.00	1305.24		85.46	1390.70
	Dividends	0.00	0.00	0.00	(221.72)		0.00	(221.72)
	Transfer from retained earning to
	General Reserve	0.00	0.00	100.00	(100.00)		0.00	0.00
	Balance at the end of the
	previous reporting period	10.25	30.90	1187.89	4245.03		124.52	5598.59
As per our report of even date							For and on behalf of the Board
For J.P. SARAF & CO. LLP
CHARTERED ACCOUNTANTS,
Firm Reg.No. : 006430C/C400368		(ASHOK JAIN)		(RADHICA SHARMA)				(KUNAL JAIN)
		CHAIRMAN &		DY. MANAGING DIRECTOR			EXECUTIVE DIRECTOR
CA J.P.SARAF		MANAGING	DIRECTOR	DIN :	06811597			DIN : 01475424
PARTNER		DIN : 00007813
M.No. 075319
		(MONICA JAIN)					(DEVENDRA KUMAR SAHU)
		CHIEF FINANCIAL OFFICER					COMPANY SECRETARY
Place : Indore
Date : This 30th Day of May, 2025
			85

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

NOTES TO THE FINANCIAL STATEMENTS

(for the year ended 31st March, 2025)

1. Corporate Information:

Fluidomat Limited is a Public Limited Company incorporated in the State of Madhya Pradesh, India and is listed on BSE Limited (BSE). The registered office of the Company is located at 117 First Floor, Navneet Darshan, 16/2 Old Palasia Indore 452018. The Company is an ISO 9001:2008 certified Company manufactures a wide range of fixed speed and variable speed fluid couplings for Industrial and automotive drives up to 3800kw since 1971. The financial statements were authorized for issue in accordance with a resolution of the directors on 30th May, 2025

. 2. Basis of preparation:

(i) Compliance with Ind AS

The financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the (‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (‘The Act’) read with of the Companies (Indian Accounting Standards) Rules,2015 as amended and other relevant provisions of the Act. The presentation of financial statements is based on IND AS Schedule III of the Companies Act, 2013.

The financial statements have been prepared and presented under the historical cost convention on accrual basis of accounting, Indian Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, except where otherwise stated, the accounting principles have been consistently applied.

(ii)	Operating Cycle:
	Company’s operating cycle shall be 12 months beginning from 1st of April to 31st of March every financial
	year.
3.	Material Accounting Policies:
	The financial statements have been prepared using the material accounting policies and measurement
	basis summarized below:-
A.	Current and non-current classification
	Assets and liabilities are classified as current if expected to realize or settle within twelve months after the
	balance sheet date. Deferred tax assets and liabilities are classified as non-current assets and non-current
	liabilities, as the case may be.
B.	Rounding of amounts
	All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs
	with two decimals thereof as per the requirement of Schedule III, unless otherwise stated.
C.	Use of estimates and judgments
	The estimates and judgments used in the preparation of the financial statements are continuously
	evaluated by the Company and are based on historical experience and various other assumptions and
	factors (including expectations of future events) that the Company believes to be reasonable under the
	existing circumstances. Differences between actual results and estimates are recognized in the period in
	which the results are known/materialized. The said estimates are based on the facts and events that
	existed as at the reporting date, or that occurred after that date but provide additional evidence about
	conditions existing as at the reporting date.
D.	Property, plant and equipment
	All other items of property, plant and equipment are stated at cost less depreciation and impairment if any.
	Historical cost includes expenditure that is directly attributable to the acquisition of the items.
	Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

E. Depreciation methods, estimated useful life and residual value

Depreciation is provided on assets to get the initial cost down to the residual value, including on asset created on lands under lease. Land is not depreciated. Depreciation on property, plant and equipment is provided on pro-rata basis on Written-Down Value Method using the useful life of the assets estimated by management and in the manner prescribed in Schedule II of the Companies Act 2013. The useful life is as follows:

S.No. 1 2 3 4 5 6 7	Description of Assets Building Plant & Machinery Office Equipment Furniture Computer Software & Web sites Vehicle	Useful life as per the Companies Act 5 & 30 Years 10-15 Years 5 Years 10 Years 3 & 6 Years 6 Years 8/10 Years

On the basis of technical assessment made by the management, it believes that the useful life as given above best represent the period over which the assets are expected to be used.

Leasehold land is amortized on a straight line basis over the unexpired period of their respective lease.

The assets residual values and useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss. F. Intangible assets Intangible assets with finite useful life that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a Written-Down Value basis over their estimated useful life. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

G. Cash and Cash Equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand and operating balances.

H. Inventories:

Inventories of raw materials and stores and spares are valued at weighted average cost net of duties and finished goods and Stock-in-Process are valued at lower of cost or net realizable value and Scrap is valued at net realizable value.

I. Investments and other financial assets

(i) Classification

The Company classifies its financial assets in the following measurement categories:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(1) Those to be measured subsequently at fair value (either through other comprehensive income, or through the Statement of Profit and Loss), and

	(2) Those measured at amortized cost.
	A financial asset is measured at amortized cost if it is held within a business model whose objective is to
	hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give
	rise on specified dates to cash flows that are solely payments of principal and interest on the principal
	amount outstanding.
(ii)	Measurement
	At initial recognition, the Company measures a financial asset at its fair value. Transaction costs of
	financial assets carried at fair value through the Profit and Loss are accounted in the Statement of Profit
	and Loss.
(iii)	Impairment of financial assets
	The Company measures the expected credit loss associated with its assets based on historical trend,
	industry practices and the business environment in which the entity operates or any other appropriate
	basis. The impairment methodology applied depends on whether there has been a significant increase in
	credit risk.
J.	Impairment of non- financial Assets
	The Company assesses, at each reporting date, whether there is an indication that an asset may be
	impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company
	estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or
	cash-generating unit’s (CGU) fair value less costs of disposal and its value in use.
	Recoverable amount is determined for an individual asset, unless the asset does not generate cash
	inflows that are largely independent of those from other assets or Company’s assets. Where the carrying
	amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
	written down to its recoverable amount.
	In determining fair value less costs of disposal, recent market transactions are taken into account, if
	available. If no such transactions can be identified, an appropriate valuation model is used. Impairment
	losses including impairment on inventories are recognized in the statement of profit and loss. After
	impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful
	life.
K.	Segment Reporting:
	Since the Company operates in one segment only, segment reporting as required IND-AS issued by the
	Institute of Chartered Accountants of India is not applicable.
L.	Exceptional Items:
	Exceptional Items are disclosed separately in the financial statements where it is necessary to do so to
	provide further understanding of the financial performance of the company. These are material items of
	income and expense that have to be shown separately due to their nature or incidence.
M.	Contingent Liability:
	Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their
	existence will be confirmed by the occurrence or non occurrence of one or more uncertain future events
	not wholly within the control of the Company or where any present obligation cannot be measured in terms
	of future outflow of resources or where a reliable estimate of the obligation cannot be made.
N.	Provisions:
	A provision is recognized when the Company has a present obligation (legal or constructive) as a result of
	past event, it is probable that an outflow of resources embodying economic benefits will be required to
	settle the obligation and a reliable estimate can be made of the amount of the obligation. These estimates

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	are reviewed at each reporting date and adjusted to reflect the current best estimates.
	If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
	that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
	the provision due to the passage of time is recognized as a finance cost.
O.	Investment in Subsidiaries:
	The Company has elected to measure investment in subsidiaries at cost. On the date of transition, the
	carrying amount has been considered as deemed cost.
P.	Leases:
	Leases are classified as finance leases whenever the terms of the lease, transfers substantially all the risks
	and rewards of ownership to the lessee.
	Leased assets: Assets held under finance leases are initially recognized as assets of the Company at their
	fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The
	corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
	A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty
	that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the
	shorter of the estimated useful life of the asset and the lease term.
	Since the monthly lease payments for such leases are not material, the management has decided to apply
	the recognition exemption as per Para 5(b) of IND AS 116, wherein the entity need not apply the
	requirements for which, the recognition and measurement of lease liability for which the underlying asset is
	of low value.
Q.	Revenue recognition:
	Revenue from contracts with customers is recognized on transfer of control of promised goods or services
	to a customer at an amount that reflects the consideration to which the Company is expected to be entitled
	to in exchange for those goods or services.
	Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price
	allocated to that performance obligation. The transaction price of goods sold and services rendered is net
	of variable consideration on account of various discounts and schemes offered by the Company as part of
	the contract.
	Revenue is recognized only to the extent that it is highly probable that the amount will not be subject to
	significant reversal when uncertainty relating to its recognition is resolved.
	Sale of products:
	Revenue from sale of products is recognized when the control on the goods have been transferred to the
	customer. The performance obligation in case of sale of product is satisfied at a point in time i.e., when the
	material is shipped to the customer or on delivery to the customer, as may be specified in the contract.
	Rendering of services:
	Revenue from services is recognized over time by measuring progress towards satisfaction of
	performance obligation for the services rendered.
R.	Employee Benefits:
	(i) Current Employee Benefit:

(1) Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employee service upto the end of the reporting period and are measured at the amount expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet. (2) Contribution to defined contribution scheme such as Provident Fund, Family Pension Fund and ESI

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Fund are charged to the Statement of Profit & Loss.

(3) Leave encashment is charged to revenue on accrual basis.

(ii) Other long-term employee benefit obligations

(a) Gratuity

The Employee’s Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with Life Insurance Corporation of India (LIC). The difference, if any, between the actuarial valuation of the gratuity of employees at the year end, valuation done by LIC and the balance of funds with Life Insurance Corporation of India is provided for as assets/(liability) in the books.

S. Foreign Currency Transactions:
(i) The financial statements are presented in Indian rupee (INR), which is Company’s functional currency.
(ii) Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.
(iii) Any income or expenses on account of exchange difference either on settlement or on translation is recognized in the Statement of Profit and Loss.
(iv) Remittances not received until the end of the year are considered at the closing exchange rate as applicable. Difference between realization against debtors in the subsequent year and outstanding debtors is recognized as exchange differences in the Statement of Profit and Loss.

T. Income tax:

a. Current Tax:

Current tax is determined as the amount of tax payable in respect of taxable income for the year. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

b. Deferred Tax:

Deferred tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred tax arises from the initial recognition of an asset or liability that effects neither accounting nor taxable profit or loss at the time of transition.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled

U. Earnings Per Share:

Basic earnings per share are calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all potentially dilutive equity shares

V. Government Grants:
The government grants in the form of subsidy are presented in the balance sheet by deducting it from the carrying amount of the eligible assets on a pro rata basis. The grant is recognised in the Statement of Profit and Loss over the life of a depreciable asset as a reduced depreciation expense. Capital Subsidy shown under Capital Reserves.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

W. Dividend:

Dividend distribution to the shareholders is recognized as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders except interim dividend. Interim dividend is recognized as a liability in the Company's financial statements in the period in which the dividends are approved by the Board of Directors.

X. Related Party Disclosure:

Disclosures, regarding related parties and transactions with them, as required in terms of Indian Accounting Standard 24, has been made at the relevant places in the notes to accounts.

3A. Critical accounting judgments, estimates and assumptions:

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(a) Property Plant & Equipment

The company has estimated the useful life of Property, Plant and Equipment and Investment Property as per the useful life prescribed in Schedule II of the Companies Act, 2013.

(b) Taxes

(i) The Company’s tax charge is the sum of the total current and deferred tax charges. The calculation of the Company’s total tax charge necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process.

(ii) Accruals for tax contingencies require management to make judgments and estimates in relation to tax related issues and exposures. (iii) The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. Where the temporary differences are related to losses, the availability of the losses to offset against forecast taxable profits is also considered. Recognition therefore involves judgment regarding the future financial performance of the particular legal entity or Company in which the deferred tax asset has been recognized.

	and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. Where the temporary differences are related to losses, the availability of the losses to offset against forecast taxable profits is also considered. Recognition therefore involves judgment regarding the future financial performance of the particular legal entity or Company in which the deferred tax asset has been recognized.
(c)	Defined benefit
	The cost of defined benefit plans (i.e. Gratuity benefit) is determined using valuations done by LIC. An
	actuarial valuation involves making various assumptions which may differ from actual developments in the
	future. These include the determination of the discount rate, future salary increases, mortality rates and
	future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-
	term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
	assumptions are reviewed at each reporting date. In determining the appropriate discount rate,
	management considers the interest rates of long term government bonds with extrapolated maturity
	corresponding to the expected duration of the defined benefit obligation. Further details about the
	assumptions used, including a sensitivity analysis.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

								TOTAL WIP AMOUNT 198.08 198.08 26.86 GRAND TOTAL 2037.23 671.08 -0.08 2510.15 1241.10 93.70 0.00 1334.79 1373.44 822.99 PREVIOUS YEAR 1903.60 172.69 -12.20 2037.23 1177.36 75.27 -11.53 1241.10 822.99 728.43	TOTAL WIP AMOUNT 198.08 198.08 26.86 GRAND TOTAL 2037.23 671.08 -0.08 2510.15 1241.10 93.70 0.00 1334.79 1373.44 822.99 PREVIOUS YEAR 1903.60 172.69 -12.20 2037.23 1177.36 75.27 -11.53 1241.10 822.99 728.43	TOTAL WIP AMOUNT 198.08 198.08 26.86 GRAND TOTAL 2037.23 671.08 -0.08 2510.15 1241.10 93.70 0.00 1334.79 1373.44 822.99 PREVIOUS YEAR 1903.60 172.69 -12.20 2037.23 1177.36 75.27 -11.53 1241.10 822.99 728.43
NET BLOCK	AS AT AS AT 31.03.2025 31.03.2024	2.16 2.24 136.26 136.26 232.94 246.32 643.59 234.37 10.20 6.71 4.32 6.08 10.98 7.89 133.76 155.03	1174.21 794.90	6 INTANGIBLE ASSETS:	1.15 1.23	1175.36 796.13	189.08 2.36 0.00 19.50 9.00 5.00	26.86	822.99	PREVIOUS YEAR 1903.60 172.69 -12.20 2037.23 1177.36 75.27 -11.53 1241.10 822.99 728.43
								198.08	1373.44
DEPRECIATION	AS AT PERIOD WRITTEN AS AT 01.04.2024 01.04.2024 - BACK/ADJ- 31.03.2025 31.03.2025 USTMENT	0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 237.87 13.38 0.00 251.25 820.89 49.25 0.00 870.14 31.43 2.35 0.00 33.78 24.47 2.98 0.00 27.45 34.34 1.71 0.00 36.05 71.32 23.95 0.00 95.27	1220.33 93.62 0.00 1313.94		20.77 0.08 0.00 20.85	1241.10 93.70 0.00 1334.79	5 CAPITAL WORK IN PROGRESS TANGIBLE ASSETS BUILDING SHED UNDER CONSTRUCTION 189.08 PLANT & MACHINERY 0.00 SOFTWARE UNDER DEVELOPMENT 9.00	TOTAL WIP AMOUNT 198.08	1241.10 93.70 0.00 1334.79
GROSS BLOCK	COST AS AT ADDITIONS SALES/ COST AS AT 01.04.2024 01.04.2024- ADJUST- 31.03.2025 31.03.2025 MENTS	2.24 0.00 -0.08 2.16 136.26 0.00 0.00 136.26 484.19 0.00 0.00 484.19 1055.27 458.46 0.00 1513.73 38.14 5.84 0.00 43.98 30.55 1.22 0.00 31.77 42.23 4.80 0.00 47.03 226.35 2.68 0.00 229.03	2015.23 473.00 -0.08 2488.15		22.00 0.00 0.00 22.00	2037.23 473.00 -0.08 2510.15			GRAND TOTAL 2037.23 671.08 -0.08 2510.15
PARTICULARS		TANGIBLE ASSETS: LAND (LEASE HOLD) LAND (FREE HOLD) BUILDING PLANT & MACHINERY OFFICE EQUIPMENT COMPUTER FURNITURE VEHICLES	TOTAL		SOFTWARE	TOTAL


92

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2025
PARTICULARS
Rs. In Lakhs
As at
31-03- 2024
As at
31-03- 2025
7
OTHER FINANCIAL ASSETS
(i) Other Financial Assets
Fixed deposit with bank
2517.60
2286.69
Interest accrued on FDR
327.04
168.00
(Bank deposits & interest accrued with more than 12 months maturity)
Total
2844.64
2454.69
8
OTHER NON CURRENT ASSETS
Deposit with Govt. Department
11.89
11.82
Deposit with Others
51.16
50.83
Total
63.05
62.65
9
INVENTORIES
Raw materials and components (refer note no.30.3)
276.87
373.70
Stock-in-process
97.19
106.10
Finished goods
95.41
124.00
Stores and spares
42.98
40.13
Tools
0.41
0.21
Scrap
3.82
1.02
Total
516.68
645.16
For mode of valuation refer Point No. H of Material Accounting Policies
FINANCIAL ASSETS
10
INVESTMENTS
31.03.2025
31.03.2024
Investment in mutual fund- quoted
No. of Units
No. of Units
AXIS GROWTH OPPORTUNITIES FUND
157096.13
233015.504
46.61
64.62
AXIS MULTI CAP FUND
376288.52
243646.409
61.18
34.89
CANARA ROBECO BLUECHIP EQUITY FUND
91178.12
91178.12
53.75
49.34
CANARA ROBECO SMALL CAP FUND
48623.35
84820.62
16.73
27.82
HDFC MULTI CAP FUND
338314.93
333246.399
58.06
53.51
KOTAK SMALL CAP FUND
12722.297
12722.297
30.06
27.66
NIPPON INDIA GROWTH FUND
1704.50
1676.114
63.26
54.68
NIPPON INDIA SMALL CAP FUND
9828.31
20963.204
14.73
29.61
SBI CONTRA FUND
23364.2
16903.208
83.75
56.61
HDFC FLEXI CAP FUND GROWTH
2112.98
123.995
39.01
1.99
HSBC SMALL CAP FUND
30242.2
2803.529
21.95
1.95
ICICI PRU.BUSINESS CYCLE FUND
176431.23
14548.254
39.34
3.03
HSBC MULTI ASSET ALLOCATION FUND
348488.39
29789.379
37.57
3.02
ICICI PRU.MULTI ASSET FUND
3796.68
317.458
27.33
2.02
EDELWELSS ARBITRAGE FUND
0
282583.508
0.00
50.23
HDFC ARBOTRAGE FUND WP
0
178824.35
0.00
50.23
HDFC FOCUS 30 FUND GROWTH
9720.56
0
20.80
0.00
INVESCO INDIA LARGE & MID CAP FUND (G)
13217.85
0
11.50
0.00
HDFC BALANCED ADVANTAGE FUND (G)
5926.19
0
29.06
0.00
SBI ARBITRAGE OPP FUND (G)
78339.71
0
26.05
0.00
SBI CONTRA FUND GROWTH
6,990.79
0
25.06
0.00
PARAG PARIKH FLEXI CAP FUND REGULAR-GROWTH
11,481.36
0
9.06
0.00
QUANT FLEXI CAP FUND GROWTH
10,122.63
0
9.23
0.00
BANDHAN CORE EQUITY FUND REGULAR-GROWTH
8,084.51
0
9.84
0.00

PARTICULARS

7
OTHER FINANCIAL ASSETS
(i) Other Financial Assets
Fixed deposit with bank
Interest accrued on FDR
(Bank deposits & interest accrued with more than 12 months maturity)
Total
8
OTHER NON CURRENT ASSETS
Deposit with Govt. Department
Deposit with Others
Total
9
INVENTORIES
Raw materials and components (refer note no.30.3)
Stock-in-process
Finished goods
Stores and spares
Tools
Scrap
Total
For mode of valuation refer Point No. H of Material Accounting Policies
FINANCIAL ASSETS
10
INVESTMENTS
31.03.2025
31.03.2024
Investment in mutual fund- quoted
No. of Units
No. of Units
AXIS GROWTH OPPORTUNITIES FUND
157096.13
233015.504
AXIS MULTI CAP FUND
376288.52
243646.409
CANARA ROBECO BLUECHIP EQUITY FUND
91178.12
91178.12
CANARA ROBECO SMALL CAP FUND
48623.35
84820.62
HDFC MULTI CAP FUND
338314.93
333246.399
KOTAK SMALL CAP FUND
12722.297
12722.297
NIPPON INDIA GROWTH FUND
1704.50
1676.114
NIPPON INDIA SMALL CAP FUND
9828.31
20963.204
SBI CONTRA FUND
23364.2
16903.208
HDFC FLEXI CAP FUND GROWTH
2112.98
123.995
HSBC SMALL CAP FUND
30242.2
2803.529
ICICI PRU.BUSINESS CYCLE FUND
176431.23
14548.254
HSBC MULTI ASSET ALLOCATION FUND
348488.39
29789.379
ICICI PRU.MULTI ASSET FUND
3796.68
317.458
EDELWELSS ARBITRAGE FUND
0
282583.508
HDFC ARBOTRAGE FUND WP
0
178824.35
HDFC FOCUS 30 FUND GROWTH
9720.56
0
INVESCO INDIA LARGE & MID CAP FUND (G)
13217.85
0
HDFC BALANCED ADVANTAGE FUND (G)
5926.19
0
SBI ARBITRAGE OPP FUND (G)
78339.71
0
SBI CONTRA FUND GROWTH
6,990.79
0
PARAG PARIKH FLEXI CAP FUND REGULAR-GROWTH
11,481.36
0
QUANT FLEXI CAP FUND GROWTH
10,122.63
0
BANDHAN CORE EQUITY FUND REGULAR-GROWTH
8,084.51
0

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

FLUIDOMAT LIMITED ANNUAL REPORT	2024-25
	Rs. In Lakhs
PARTICULARS	As at 31-03- 2024 As at 31-03- 2025
"HSBC MULTI CAP FUND REGULAR - GROWTH" 169,174.99 0 "HDFC MANUFACTURING FUND REGULAR -GROWTH" 96,069.51 0 "MOTILAL OSWAL BUSINESS CYCLE FUND 85,524.06 0 REGULAR-GROWTH" "BANDHAN SMALL CAP FUND REGULAR-GROWTH" 11,854.64 0 "HDFC SMALL CAP FUND REGULAR-GROWTH" 15,139.53 0 QUANT MULTI ASSET FUND-GROWTH 20,618.77 0 Total Original cost of the investment is Rs. 763.45 Lakhs and previous year Rs.426.00 Lakhs 11 TRADE RECEIVABLES (Unsecured) Considered good Considered doubtful Receivable which have significant increase in credit risk Credit impaired Total i Company does not have any secured trade receivable ii There are no dues against related parties and directors	28.30 0.00 9.35 0.00 9.90 0.00 4.82 0.00 18.36 0.00 26.97 0.00
	831.63 511.21
	2245.58 1347.46 0.00 0.00 0.00 0.00 0.00 0.00
	2245.58 1347.46

Trade Receivables Ageing Schedule as on 31st March, 2025

Rs. In Lakhs

Particulars	Outstanding	for Following Periods from due date of Payment	for Following Periods from due date of Payment	for Following Periods from due date of Payment	for Following Periods from due date of Payment
	Less than 6	6 months -1	1-2 Years	2-3 years	More than	Total
	months	year			3 years
(i) Undisputed trade receivables — consideredgood	1960.27	73.96	68.02	97.57	45.76	2245.58
(ii) Undisputed trade receivables — which have signicant increase in credit risk	0.00	0.00	0.00	0.00	0.00	0.00
(iii) Undisputed trade receivables — credit
impaired	0.00	0.00	0.00	0.00	0.00	0.00
(iv) Disputed trade receivables — considered
good	0.00	0.00	0.00	0.00	0.00	0.00
(v) Disputed trade receivables — which have
signicant increase in credit risk	0.00	0.00	0.00	0.00	0.00	0.00
(vi) Disputed trade receivables — credit impaired	0.00	0.00	0.00	0.00	0.00	0.00
Trade Receivables Ageing Schedule as on	31st March, 2024				Rs. In Lakhs
Particulars	Outstanding	for Following Periods from due date of Payment
	Less than 6	6 months -1	1-2 Years	2-3 years	More than	Total
	months	year			3 years
(i) Undisputed trade receivables —
consideredgood	1130.92	54.40	93.85	42.80	25.49	1347.46
(ii) Undisputed trade receivables — which
have significant increase in credit risk	0.00	0.00	0.00	0.00	0.00	0.00
(iii) Undisputed trade receivables — credit
impaired	0.00	0.00	0.00	0.00	0.00	0.00
(iv) Disputed trade receivables — considered
good	0.00	0.00	0.00	0.00	0.00	0.00
(v) Disputed trade receivables — which have
significant increase in credit risk	0.00	0.00	0.00	0.00	0.00	0.00
(vi) Disputed trade receivables — credit
impaired	0.00	0.00	0.00	0.00	0.00	0.00

		94

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

	Rs. In Lakhs
PARTICULARS	As at 31-03- 2024 As at 31-03- 2025
12 CASH & CASH EQUIVALENTS Cash on hand Bank balances (with scheduled bank) In current account Total 13 BANK BALANCE OTHER THAN (12) Other bank balances Unpaid Dividend accounts Total 16 OTHER CURRENT ASSETS (Unsecured and considered good) i Advance to sundry creditors ii Other recoverable in cash or kind or for value to be received Total Advance recoverable (i) includes interest free loan given to employees amount Rs.0.53 Lakhs & previous Year Rs.Nil. 17 SHARE CAPITAL: Authorised Share Capital 5500000 (previous year 5500000) equity shares of Rs.10/-each 50000 (previous year 50000) 10% redeemable Preference shares of Rs.100/- each Issued, Subscribed & Paid up 4927000 (previous year 4927000) equity shares of `Rs.10/- each fully paid up 14 OTHER FINANCIAL ASSETS Fixed deposit with Bank Interest accrued on FDR Fixed deposit with bank (agst 100% margin of bank guarantee) Interest accrued on FDR (agst 100% margin of bank guarantee) (Bank deposits & interest accrued with less than 12 months maturity) Total 15 CURRENT TAX ASSETS (NET) i Income tax receivables ii Goods and service tax receivable (Tax) iii Goods and service tax receivable (TDS) Total	1.28 0.97 41.74 101.91
	43.02 102.88
	24.80 24.04
	24.80 24.04
	731.10 629.30 30.96 32.43 526.64 433.82 5.03 3.00
	1293.73 1098.55
	4.10 6.66 2.48 8.61 7.00 0.54
	13.58 15.81
	32.48 17.19 14.76 9.56 47.24 26.75 550.00 550.00 50.00 50.00 492.70 492.70 492.70 492.70

17(i) The details of shareholders holding more than 5% shares :

Name of the Shareholders	As at 31-03- 2025 No. of Shares % held	As at 31-03- 2025 No. of Shares % held	As at 31-03- 2024 No. of Shares % held	As at 31-03- 2024 No. of Shares % held
Shri Ashok Jain Shri Kunal Jain	1017952 1199346	20.66% 24.34%	1017952 1197912	20.66% 24.31%

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

			Rs. In Lakhs
PARTICULARS	31-03-	As at 2025	As at 31-03- 2024

17(ii) The reconciliation of the number of shares outstanding is set out below :	17(ii) The reconciliation of the number of shares outstanding is set out below :	17(ii) The reconciliation of the number of shares outstanding is set out below :	17(ii) The reconciliation of the number of shares outstanding is set out below :	17(ii) The reconciliation of the number of shares outstanding is set out below :
Equity Shares	As at 31-03- 2025 No. of Shares Rs. in Lakhs		As at 31-03- 2024 No. of Shares Rs. in Lakhs
At the beginningof theyear	4927000	492.70	4927000	492.70
Outstanding at the end of the year	4927000	492.70	4927000	492.70
17(iii) The company has issued and subscribed equity shares having par value of Rs. 10 per share. Each shareholder is eligible for one vote per share. The company pays and declares dividend in rupees. In the event of liquidation, the equity shareholders are eligilble to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion of their shareholding.

	Shares held by Promoters at the end of the Year	As at 31st March, 2024 Number of Shares	%of total shares	As at 31st March, 2023 Number of Shares	% of Total Shares	Change During the Year
1	Kunal Jain	1199346	24.34	1197912	24.31	0.03
2	Ashok Jain	1017952	20.66	1017952	20.66	0.00
3	Pramila Jain	210268	4.27	210268	4.27	0.00
4	Ashok Jain(HUF)	88500	1.80	88500	1.80	0.00
5	Surendra Shantilal Kothari	59050	1.20	60150	1.22	-0.02
6	SandeepSharma	31730	0.64	31730	0.64	0.00
7	Kavita S Kothari	27300	0.55	27300	0.55	0.00
18 OTHER EQUITY 18(I) Capital Reserve Balance as per last balance sheet 18(ii) Capital Redemption Reserve Balance as per last balance sheet 18(iii) General Reserve Opening balance Add: transferred from surplus 18(iv) Profit and Loss Account As per last balance sheet Add: profit for the year Add: Other Comprehensive Income for the year Less: dividend paid Less: appropriations Tranfered to general reserve Total					10.25 10.25 30.90 30.90 1187.89 1087.89 100.00 100.00
					1287.89 1187.89
					4369.56 3300.58 2222.35 1305.24 2.28 85.46
					6594.19 4691.28 270.99 221.72
					6323.20 4469.56 100.00 100.00
					100.00 100.00 6223.20 4369.56
					7552.24 5598.60

The Board of Directors have proposed final dividend of Rs. 7.50 per equity share for the financial year 2024-25, which are subject to approval at the Annual General Meeting, hence not recognised as liability as at 31st March, 2025.

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

18(v)Capital reserve (18(i)) includes capital subsidy 8.44 lakhs (previous year 8.44 lakhs) and share forfeiture amount 1.81
lakhs (previous year 1.81 lakhs). capital redemption reserve (18(ii)) is related to redemption of 10% redeemable
preference shares.
NON-CURRENT LIABILITIES
19
PROVISIONS
Provision for leave encashment
120.63
110.18
Total
120.63
110.18
20
DEFERRED TAX LIABILITY (Net)
Deferred tax liability
Related to property, plant and equipment
49.22
44.23
Less:
Deferred Tax Assets
On disallowable under the income tax act, 1961#
25.47
25.00
Total
23.75
19.23
# agrregate unpaid expenses u/s 43-b of income tax act.
CURRENT LIABILITIES
FINANCIAL LIABILITIES
21
SHORT TERM BORROWINGS
(Secured )
Short Term Borrowings
0.00
0.00
0.00
0.00
22
TRADE PAYABLE
(a)
Details of dues to micro and small enterprises as defined under the micro,
small and medium Enterprises development act , 2006
i.
The principal amount and the interest due thereon remaining unpaid to any
supplier at the end of each accounting year :
Principal amount due to micro and small enterprises (not overdue)
16.73
17.26
Interest due on above
0.00
0.00
ii.
The amount of interest paid by the buyer in terms of section 16 of the micro,
small and medium enterprises development act, 2006, along with the
amount of the payment made to the supplier beyond the appointed day
during each accounting year.
0.00
0.00
iii.
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under micro, small and
medium enterprises development act, 2006.
0.00
0.00
iv.
The amount of interest accrued and remaining unpaid at the end of each
accounting year.
0.00
0.00
v.
The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under section 23 of micro, small and medium enterprises
development act, 2006.
0.00
0.00
(b)
Total outstanding dues of creditors other than micro enterprises & small enterprises
308.71
384.86
Total
325.44
402.12
PARTICULARS
Rs. In Lakhs
As at
31-03- 2024
As at
31-03- 202 5*

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

*This information has been determined to the extent such parties have been identified on the basis of intimation available with the company regarding their status under the micro, small and medium enterprises development act, 2006

Trade payable ageing schedule as on 31st March, 2025

Rs. In Lakhs

Particulars	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment
	Less Than 1 Year	1-2 Years	2-3 Years	More than 3 Years	Total
(i)MSME	16.73	0.00	0.00	0.00	16.73
(ii)Others	308.71	0.00	0.00	0.00	308.71
(iii)Disputed dues — MSME	0.00	0.00	0.00	0.00	0.00
(iv)Disputed dues - Others	0.00	0.00	0.00	0.00	0.00

Trade payable ageing schedule as on 31st March, 2024

Rs. In Lakhs

Particulars	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment	Outstanding for Following Periods from due date of Payment
	Less Than 1 Year	1-2 Years	2-3 Years	More than 3 Years	Total
(i) MSME	17.26	0.00	0.00	0.00	17.26
(ii) Others	384.86	0.00	0.00	0.00	384.86
(iii) Disputed dues — MSME	0.00	0.00	0.00	0.00	0.00
(iv)Disputed dues - Others	0.00	0.00	0.00	0.00	0.00
23 OTHER FINANCIAL LIABILITIES Other Financial Liabilities Total Other financial liabilities shows unclaimed/unpaid dividend. 24 OTHER CURRENT LIABILITIES Advance from customers Advance against sale of land (free hold) Statutory dues Other liabilities Total Other liabilities includes liability for expenses & trade deposits. 25 PROVISIONS Provision for Bonus Total 26 CURRENT TAX LIABILITIES Income tax ( net of advance tax & tax deducted at source) Total 27 REVENUE FROM OPERATIONS: Sale of products (including spares & components) Income from services Scrap sales Total				24.80 24.04
				24.80 24.04
				106.60 54.90 169.00 40.00 122.67 78.32 251.91 217.90
				650.18 391.12
				67.73 54.26
				67.73 54.26
				39.92 19.95
				39.92 19.95
				7153.05 5519.98 59.45 18.67 5.79 10.53
				7218.29 5549.18

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

			Rs. In Lakhs 290.23 234.14 0.80 0.74 54.91 110.30 345.94 345.18 373.70 363.03 2121.65 2087.51 2495.35 2450.54 276.87 373.70 2218.48 2076.84 % 893.40 43.02 1182.59 56.94 0.85 0.04 2076.84 100.00 331.85 233.99 772.81 659.41 1113.82 1183.44 2218.48 2076.84 11.90 31.02 124.43 192.51 140.54 150.17 276.87 373.70 95.41 124.00 97.19 106.10 3.82 1.02 196.42 231.12 124.00 142.37 106.10 100.65 1.02 2.80 231.12 245.82 34.70 14.70 Year Ended 31-03- 2024 Year Ended 31-03- 202 5
	PARTICULARS
	28 OTHER INCOME: Interest income on: Bank deposit Others Other non-operating income (includes foreign exchange fluctuation gain of 2.43 lakhs (previous year 1.67 lakhs) Total 29 COST OF MATERIALS CONSUMED Inventory at the beginning of the year Add: purchase Less: inventory at the end of the year Cost of material consumed 29.1 Imported and Indigenous Raw Material Consumed % Raw material consumed - indigenous 1104.66 49.79 Component consumed - indigenous 1113.82 50.21 Component consumed - imported 0.00 0.00 Total 2218.48 100.00 29.2 Details of Raw Material Consumed Raw material aluminium Raw material cast iron & steel Raw material boughtout components Total 29.3 Details of Raw Material at the end of the year Raw material aluminium Raw material cast iron & steel Raw material boughtout components Total 30 CHANGE IN INVENTORIES OF FINISHED GOODS AND STOCK IN PROCESS Inventory at the End of the Year Finished goods Stock in process Scrap Total Inventory at the Beginning of the Year Finished goods Stock in process Scrap Total (increase)/decrease in stock	% 1104.66 49.79 1113.82 50.21 0.00 0.00
		2218.48 100.00

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

			88.16 96.78 9.03 9.32 97.19 106.10 1188.68 1059.48 91.71 99.17 8.20 4.73 1288.59 1163.38 0.00 0.09 0.00 0.09 111.20 89.20 116.51 110.65 99.87 79.40 24.86 18.65 5.47 8.15 0.92 0.94 0.00 0.00 76.03 63.14 90.73 90.44 151.91 92.19 20.79 19.69 47.77 38.22 41.10 47.61 9.82 9.59 3.00 2.53 7.35 6.11 5.63 4.37 7.51 6.08 7.45 8.37 53.16 42.03 1.88 2.85 14.24 12.45 2.00 2.00 3.70 4.30 0.00 0.56 6.00 3.87 4.89 4.90 0.69 0.66 4.59 4.76 9.22 9.26 928.29 782.97 Rs. In Lakhs Year Ended 31-03- 2024 Year Ended 31-03- 202 5
	PARTICULARS
	30.1 31 32 33	Details of Stock in Process Cast iron & steel components Aluminium components Total EMPLOYEE BENEFITS EXPENSES Salaries and wages Contribution to provident & other funds Staff welfare expenses Total FINANCE COST Interest to bank & other Total OTHER EXPENSES: Manufacturing Expenses Consumption of stores and spares Power and fuel Machining and other job work charges Repairs to plant and machinery Repairs to building Lease rent (includes amortisation expenses 0.08 lakh (p. y. 0.09 lakh) Design & development Selling and Distribution Expenses Distribution expenses Packaging expenses Commission, discounts & rebates Sales promotion Bad debts/liquidated damages/ Tender/Vender Registration fee Other Establishment Expenses Legal & professional fees Rent Rates and taxes Insurance Bank charges Communication cost Other repairs Travelling and conveyance Directors sitting fees Vehicle running and maintenance expenses Payment to Auditors : Audit fees Certification & other matters Loss on discard of fixed Assets Charity and donation Subscription & membership fee Advertisement & publicity Printing & stationery expenses Miscellaneous expenses Total

100

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

		111.20 89.20 111.20 89.20 0.00 0.22 0.00 0.00 0.00 0.22 2.28 85.46 2.28 85.46 2222.35 1305.24 4927000 4927000 45.10 26.50 45.10 26.50 2.28 85.46 4927000 4927000 0.05 1.73 0.05 1.73 45.15 28.23 59.83 41.40 387.65 374.03 5.32 3.04 0.00 0.73 7.79 2.87 219.05 279.23 2023-24 2022-23 168 132 125590 101491 6.91 4.57 Rs. In Lakhs Year Ended 31-03- 2024 Year Ended 31-03- 2025
	PARTICULARS
	33.1 Imported and Indigenous Stores and Spares Consumed Stores and spares consumed - indigenous (100%) Total 33.2 Prior Period Item(Included in Miscellaneous Expenses) Debit relating to earlier year Credit relating to earlier year Total 34 Other Comprehensive Income: A)Items that will not be reclassified into profit/loss I) profit/(loss) on fair value of mutual fund 35 Earning Per Equity Share (EPS) A. Net Profit after tax as per statement of Profit & Loss Account (i) Weighted Average Number of Equity Shares (ii) Basic Earnings per Share ( In Rs.) (iii) Diluted Earnings per Share ( In Rs.) B. Other Comprehensive Income:Attributable to Shareholders (i) Weighted Average Number of Equity Shares (ii) Basic Earnings per Share ( In Rs.) (iii) Diluted Earnings per Share ( In Rs.) C. EPS on Total Comprehensive Income (A+B) 36 Contingent Liabilities and Commitments (To the Extend not Provided for) (As Certified by the Management) 36.1Estimated Amount of Contracts Remaining to be Executed on Capital Account 36.2 Contingent Liabilities (i)Counter Guarantees Given to the Bank in Respect of Guarantees Given by them on Behalf of the Company. (ii)Demands Against the Company being Disputed not Acknowledged as Debt and not Provided for in Respect of : (a) Labour Payment 37 Value of Imports on C.I.F. Basis Raw Material Components 38 Expenditure in Foreign Currency Travelling Expenses 39 Earnings in Foreign Currency on FOB basis : Export sales & services (including Nepal sales realised in Indian Rupee) 40 Remittance to NRI on Account of Dividends : (a) Year to which the dividend relates (b) Number of Non-resident shareholders to whom remittancess were made (c) Number of shares on which remittances were made (d) Amount remitted in (Rs.in Lakhs)

101

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

				Rs. In Lakhs
PARTICULARS			Year Ended 31-03- 2025	Year Ended 31-03- 2024
			2024-25	2023-24
41	Corporate Social Responsibility Expenditure:
	i	Amount required to be spent during the year	25.13	17.01
	ii	Amount of expenditure incurred	19.95	24.01
	iii	Shortfall at the end of the year	5.18	0.00
	iv	Total of previous years shortfall	0.00	7.00
	v	Reason for shortfall In process to find suitable implementing agency		NA
	vi	Nature of CSR activities "*Promoting	Education, Health	"*Promoting
			*Animal Welfare,	Education
		PM National Relief-fund"		*Animal Welfare”
	vii	Details of related party transactions, e.g.,contribution to a trust	NIL	NIL
		controlled by the company in relation to CSR expenditure as per
		relevant accounting standard.
	viii	Details of Provision with respect to a liability incurred by entering into	NIL	NIL
		a contractual obligation. (the movements in the provision during the year).
42	The	Company has not made any contribution to any political party during the
	current financial year as well as in the previous financial year.
43	Undisclosed Income
	There is no such transaction which is not recorded in the books of accounts.
44	Details of Crypto Currency or Virtual Currency
	Company has not traded or invested in crypto currency or virtual currency during the financial year.
45	Disclosure in Respect of Related Parties Pursuant to Indian AS 24 (As Certified by Management)

45a	List of Related Parties
S.No.	Name of the person	Relation
1	Mr. Ashok Jain	Chairman & Managing Director
2	Mr. Kunal Jain	Executive Director
3	Mrs. Radhica Sharma	Deputy Managing Director
4	Mr. Praful R.Turakhia	Independent Director
5	Mr. M. K. Shah	Independent Director
6	Mr. K. C. Jain	Independent Director
7	Mrs. Pramila Jain	Relative of Director
8	Mr. Sundeep Sharma	Relative of Director
9	Mrs. Sunaina Jain	Relative of Director
10	Mrs. Monica Jain	Chief Financial Officer
11	Mr. Devendra Kumar Sahu	Company Secretary
12	M/S Focus Eye Technocraft P.Ltd.	Directors are interested
13	M/S Redwood Packaging P.Ltd.	Directors are interested
14	Fluidomat UK Private Limited	Wholly Owned Subsidiary
15	M/S Manav Enterprises	Director is Partner
16	Mr. Ashok Kumar Patni	Independent Director
17	Mr. Samyak Modi	Independent Director
18	Mr. Sharad Panot	Independent Director

102

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

45b Transactions with Related Parties During the Year Rs. in Lakhs

S.No.	Name of the person	Relation	Nature of Transactions	Payable 2024-25	Payable 2023-24	2024-25	2023-24
1 2 3 4 5 6 7 8 9 10 11 12 13 14	Mr. Ashok Jain Mr. Kunal Jain Mrs. Radhica Sharma Mr. Praful R.Turakhia Mr. M. K. Shah Mr. K. C. Jain Mrs. Pramila Jain Mr. Sundeep Sharma Mrs. Sunaina Jain Mrs. Monica Jain Mr. Devendra Kumar Sahu Mr. Ashok Kumar Patni Mr. Samyak Modi Mr. Sharad Panot	Chairman & Managing Director Executive Director Deputy Managing Director Independent Director Independent Director Independent Director Relative of Director Relative of Director Relative of Director Chief Financial Officer Company Secretary Independent Director Independent Director Independent Director	Remuneration/ Compensation Remuneration/ Compensation Remuneration/ Compensation Sitting Fee Sitting Fee Sitting Fee Remuneration/ Compensation Remuneration/ Compensation Remuneration/ Compensation Remuneration/ Compensation Remuneration/ Compensation Sitting Fee Sitting Fee Sitting Fee	5.94 4.51 4.01 0.00 0.00 0.00 0.96 1.63 0.67 1.30 1.18 0.00 0.00 0.00	3.38 2.01 4.01 0.00 0.00 0.00 1.04 1.20 0.72 0.97 0.75 0.00 0.00 0.00	91.10 78.16 80.16 0.00 0.00 0.00 21.04 23.70 12.89 17.60 14.00 0.63 0.63 0.63	83.69 71.30 66.75 0.58 0.58 0.58 19.88 22.35 12.16 16.85 9.83 0.25 0.38 0.50

45c Transactions During the Year with Related Parties Other Than Remuneration:

S.No.	Name of the person	Relation	Nature of Transactions	Payable Payable 2024-25 2023-24 2024-25 2023-24
1 2 3	M/S Focus Eye Technocraft P.Ltd. (Director Mr. Sundeep Sharma) Mr. Kunal Jain Fluidomat UK Private Limited	Relative of Director Executive Director Wholly Owned Subsidiary	Purchase of Goods Lease Rent Disinvestment in Subsidiary Company	0.00 0.00 2.69 4.30 0.00 0.00 2.48 2.42 0.00 0.00 0.00 13.70

45d Company does not have holding, subsidiary, associate and joint venture, hence the requirement of disclose the name of the parent company, holding and ultimate controlling party are not required.
45e Company does not provide any termination benefits and share-based payment in the financial year 2024-25. (previous year: Nil)
46 ADDITIONAL REGULATORY INFORMATION
46.1 There is no such immovable properties which is not held in the name of the company.
46.2 There is no investment property in the company. hence fair value of investment property is not required to valuate by a registered valuer as defined under rule 2 of companies (registered valuers and valuation) rules, 2017.
46.3 The company has not revalued its property, plant and equipment (including right-of-use assets) during the reporting period.
46.4 The company has not revalued its intangible assets during the reporting period.
46.5 There is no loans or advances in the nature of loans are granted to promoters, directors, KMPS and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.
46.6 There is a balance of Rs.189.08 lakh (Previous year Rs. 21.86 lakh) under capital work in progress of Tangible Assets at the end of Financial Year.
Capital-Work-in Progress (CWIP)

103

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

(a) CWIP aging schedule as on 31st march, 2025

(Amount in Lakhs)

CWIP	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of
	Less than 1 year	1-2 year	2-3 year	More than 3year	Total
Building shed (Projects) in progress	186.72	2.36	0	0	189.08

CWIP aging schedule as on 31st March, 2024

(Amount in Lakhs)

CWIP	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of
	Less than 1 year	1-2 year	2-3 year	More than 3year	Total
Building shed (Projects) in progress Plant & Machinery in progress	2.36 19.50	0 0	0 0	0 0	2.36 19.50

(b) For capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan: Nil.

46.7 (a) Intangible Assets under Development aging schedule as on 31st march, 2025

(Rs. in Lakhs)

CWIP	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of
	Less than 1 year	1-2 year	2-3 year	More than 3year	Total
Software under development	4.00	5.00	0	0	9.00

Intangible Assets under Development aging schedule as on 31st march, 2024

(Rs. in Lakhs)

		CWIP Amount in CWIP for a period of
		Total Less than 1 year 1-2 year 2-3 year More than 3year
	Software under development 5.00 0 0 0 5.00
46.8		There is no such benami property held by the company and also there is no proceeding has been initiated or pending
		against the company for holding any benami property. under the benami transactions (prohibition) act, 1988 (45 of 1988)
		and rules made there under.
46.9		There is no borrowings from banks or financial institutions on the basis of security of current assets. However company
		has lien marked on fixed deposits as 100% margin on Bank Guarantees issued against Advance/Performance of of Fluid
		Couplings supply.
46.10		The company has not been declared wilful defaulter by any bank or financial institution or government or any government
		authority.
46.11		The company does not have any transaction with companies struck off under section 248 of the companies act, 2013 or
		section 560 of companies act, 1956, during the current year and in the previous year.
46.12		There are 2 (two) charges for charge id no. 90205616 and 90204976 reflecting in the index of charges at the portal of MCA.
		however, the loan amount was repaid and satisfied long back the company is trying to get the charge satisfied, however
		the company could not find whereabout the charge holders, therefore the filing of form CHG-4 with the digital signature of
		the charge holder could not be uploaded, however the management trying to find suitable way to file the same and comply
		with the requirement of law.

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46.13 RATIO

46.13 RATIO
Ratio	Numerator	Denominator	Current Period	Previous Period	% Variation	Reason for Variance
Current Ratio	Total Current Assets	Total Current Liability	4.53	4.23	7.00
Debt-Equity Ratio	Total Shareholder's Equity	Total Liabilty	NA	NA	-	Not applicable as there is no debts in the company.
Debt Service Coverage Ratio	Earning Available for Debt Service	Total amount of Interest & Principa of long term loan payable or paid during the year	l NA	NA	-	Not applicable as there is no debts in the company.
Return on Equity Ratio	Net Profit after Tax	Average Shareholder's Equity	31.44%	23.70%	32.65	Increase in Net Profit with improved Business Scenario.
Inventory Turnover Ratio	Revenue from Operation	Average Inventory	12.43	8.62	44.10	Higher Turnover and reduction inInventory
Trade Receivables Turnover Ratio	Revenue from Operations	Average Trade Receivables	4.02	4.09	-1.80
Trade Payables Turnover Ratio	Total Purchases*	Average Trade Payables	6.46	5.60	15.48
Net Capital Turnover Ratio	Revenue from Operation	Working Capital	1.85	1.93	-4.13
Net Profit Ratio	Net Profit after Tax	Revenue from Operation	30.79%	23.52%	30.89	Higher Profit due to increase in Turnover & better sales realization.
Return on Capital Employed	Profit before Interest & Tax	Capital Employed**	36.94%	28.76%	28.45	Return on Capital employed increased due to increase in profit.
Return on Investment	Income Generated from Investments	Time Weighted Average Investments	3.72%	38.78%	-90.41	NAV of Mutual funds decreased Sharply in Current Period.
Operating Profit Margin	Profit before Interest & Tax	Total Revenue	41.29%	31.67%	30.40	Profit margin increased due to increase in Turnover and improved business scenario.

Total purchase includes purchase of raw material, stores & spares and other expenses.
** Capital employed includes tangible net worth and deferred tax liability.
46.14 No scheme of arrangements has been formulated by the company during the year under review in terms of sections 230 to 237 of the Companies Act, 2013.
46.15 The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities. the company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise).
47 Previous year figures have been regrouped and/or rearranged wherever considered necessary.

48. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES:

The Company’s principal financial liabilities comprise of trade payables. The Company has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations. The Company is exposed to market risk, credit risk and liquidity risk.

The Company’s Board of Directors oversees the management of these risks. The Company’s Board of Directors is supported by an Audit Committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The Audit Committee provides assurance to the Company’s Board of Directors that the Company’s

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financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

A. MARKET RISK :

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
B. CREDIT RISK : Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. Financial instruments that are subject to concentrations of credit risk, principally consist of trade receivables. None of the financial instruments of the Company result in material concentrations of credit risks. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk was 3077.21 lakhs as at 31 March 2025 and 1858.67 lakhs as at 31 March 2024, being the total of the carrying amount of trade receivables and current investments. Customer credit risk is managed by the Company subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. Credit risk from balances with banks and investment of surplus funds in mutual funds is managed by the Company’s finance department.
C. LIQUIDITY RISK : Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company invests its surplus funds in bank fixed deposit, Fixed Deposits with Corporate and mutual funds, which carry no/low mark to market risks.

D. BORROWING RISK : Borrowing risk is the risk associated with borrowed capital. The Company has policy to borrow fund from banks or other financial institutions to meet its financial obligation time to time. Borrowed money may be in form of secured (charge create on Company’s assets) or unsecured. Mainly risk associated with the borrowed fund is change in interest rate by RBI time to time. The risk is reviewed regularly by the Audit Committee of the Company. The balance of borrowing fund from bank in the financial year ended 31st March, 2025 was Nil and also in previous financial year ended 31st March, 2024 was Rs. Nil. As per our report of even date For and on behalf of the Board For J.P. SARAF & CO. LLP CHARTERED ACCOUNTANTS Firm Reg.No. : 006430C/C400368 (ASHOK JAIN) (RADHICA SHARMA) (KUNAL JAIN) CHAIRMAN & DY. MANAGING DIRECTOR EXECUTIVE DIRECTOR MANAGING DIRECTOR DIN : 06811597 DIN : 01475424 CA J.P.SARAF DIN : 00007813 PARTNER M.No. 075319 (MONICA JAIN) (DEVENDRA KUMAR SAHU) CHIEF FINANCIAL OFFICER COMPANY SECRETARY Place : Indore Date : This 30th Day of May, 2025 106

AI assistant

Fluidomat Ltd. — Annual Report 2025

61397_rns_2025-08-31_fbf8c94d-ce5d-43b7-a6ff-b239a342f26f.pdf

BSE CODE: 522017

Dear Sir/Madam,

49th Annual Report 2024-25

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

NOTICE

ORDINARY BUSINESSES:

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Category: A

Category: B

Category: C

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NOTES :

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28. Voting through electronic means:

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PARTICULARS OF THE DIRECTORS SEEKING RE-APPOINTMENT/ APPOINTMENT IN THE ENSUING ANNUAL GENERAL MEETING

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EXPLANATORY STATEMENT IN TERMS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4:

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Item No. 5 & 6:

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Item No. 7:

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BOARD’S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Fluidomat Limited

FINANCIAL RESULTS:

REVIEW OF OPERATIONS /STATE OF AFFAIRS:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

DIVIDEND:

TRANSFER TO RESERVES:

SHARE CAPITAL:

CHANGE IN CONTROL AND NATURE OF BUSINESS:

BUSINESS TRANSFER:

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Executive Directors and KMPs:

Declaration for Independency of Independent Directors:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

Directors liable to retire by rotation and seeking re-appointment:

Executive Director seeking re-appointment:

BOARD MEETINGS AND THE BOARD:

A. Number of meetings of the Board:

B. Policy on Directors’ appointment and remuneration:

C. Board Evaluation:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

AUDITORS AND THEIR REPORT:

A. Statutory Auditors and their Report:

B. Cost Auditors and Records:

C. Secretarial Auditors:

i. Secretarial Audit for the financial year 2024-25

ii. Appointment of Secretarial Auditors for the period of 5 (five) consecutive financial years:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

D. Disclosure of frauds against the Company:

TRANSACTIONS WITH RELATED PARTIES:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

CONSOLIDATED FINANCIAL STATEMENTS:

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

PUBLIC DEPOSITS:

FLUIDOMAT LIMITED ANNUAL REPORT 2024-25

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL RESULTS:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Fluidomat Ltd. Annual Report 2025