Mishra Dhatu Nigam Ltd Directors Report

The Members,

Mishra Dhatu Nigam Limited

Your Directors take great pleasure in presenting the 51^st Annual Boards Report, highlighting the performance and achievements of your Company, together witRs.the Audited Financial Statements (Standalone & Consolidated) for the Financial Year (FY) ended on MarcRs.31, 2025.

1. SIGNIFICANT ACHIEVEMENTS:

During FY 2024-25, Company achieved its highest ever revenue of H1,07,410.15 Lakh, marginally surpassing the revenue of H1,07,267.45 LakRs.achieved for FY 2023-24.

Achieved highest ever export turnover of RS.9,419.32 LakRs.registering a year-on-year growtRs.of 42.21% compared to RS.6,623.00 LakRs.during FY 2023-24. The Earnings Before Interest, Taxes, Depreciation

& Amortization (EBITDA) for FY 2024–25 stood at H24,896.79 Lakh, reflecting a healthy growtRs.of 11.10% compared to H22,408.66 LakRs.recorded in FY 2023–24.

Profit Before Tax (PBT) for FY 2024-25 increased to H15,603.90 Lakh, registering a growtRs.of 19.15% over H13,095.95 LakRs.in FY 2023-24. Likewise, Profit After Tax (PAT) improved to H11,006.87 LakRs.in FY 2024-25, marking a year-on-year growtRs.of 20.61% from H9,126.32 LakRs.in FY 2023–24.

2. HIGHLIGHTS OF OPERATIONS:

Developed three grades of cast Ni-based superalloys and supplied defect free cast bars for its application in the aerospace sector. The stringent chemistry and mechanical properties including higRs.temperature properties of the alloys were achieved in single attempt using thermodynamic simulation.

Developed and indigenized Nickel based superalloys for areoengine casings. It was supplied in forms of forged and rolled rings, as well as hot rolled bars. The parameters were successfully established througRs.thermodynamic and thermo-mechanical simulations and various experimentation, to achieve the requirement of stringent higRs.temperature mechanical properties.

Successfully developed two important and indigenous nickel-based superalloys—Superni 41 hot rolled plates and IHTA forged billets—botRs.were recognized by the Honble Raksha Mantri during theSAMARTHYA event at Aero India 2025, Bengaluru. Superni 41 is a precipitation-hardening alloy offering higRs.strengtRs.up to 871?C and oxidation resistance up to 982?C. IHTA, designed for steam generator tubes in thermal power plants, exhibits exceptional high-temperature strength, creep resistance, and coal asRs.corrosion resistance, witRs.operating capability up to 760?C and 350 bars, making it vital for next-generation power generation technologies.

3. FINANCIAL HIGHLIGHTS:

3.1 Y our Company achieved a revenue H1,07,410.15 Lakhof for FY 2024-25 vis-?-vis revenue of H1,07,267.45 LakRs.achieved for FY 2023-24 reflecting a marginal Year-on-Year (Y-o-Y) growtRs.of 0.13%. Despite steady revenues, the Company delivered a significant improvement in profitability, achieving an Operating Profit of H12,511.75

LakRs.for the FY 2024-25 registering a Y-o-Y growtRs.of 23.85% vis-?-vis Operating Profit of RS.10,102.43 LakRs.achieved for FY 2023-24. This improvement underscores the Companys focus on operational efficiency.

3.2 EBITDA for the FY 2024-25 stood at RS.24,896.79 LakRs.and registered Y-o-Y growtRs.of 11.10 % against the EBITDA of RS.22,408.66 LakRs.recorded during FY 2023-24. Value of

Production (VoP) for the FY 2024-25 stood at RS.1,06,562 LakRs.against the VoP of H1,14,764 LakRs.recorded during FY 2023-24.

3.3 Profit Before Tax (PBT) for FY 2024-25 stood at H15,603.90

LakRs.registering a Y-o-Y growtRs.of 19.15% vis-?-vis PBT of H13,095.95 LakRs.for FY 2023-24. Profit After Tax (PAT) stood at H11,006.87 LakRs.for the FY 2024-25 registering a Y-o-Y growtRs.of 20.61%, vis-?-vis H9,126.32 LakRs.achieved for FY 2023-24.

3.4 The financial performance of your Company during FY 2024-25 on standalone basis is summarized below:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	1,07,410.15	1,07,267.45
Other Income	3,092.15	2,993.52
Total income	1,10,502.30	1,10,260.97
Less: Operating Expenditure	85,605.51	87,852.31
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	24,896.79	22,408.66
Less: Depreciation/ Amortization/ Impairment	6,348.12	5,855.20
Profit before Finance Costs, Exceptional items and Tax Expense	18,548.67	16,553.46
Less: Finance Costs	2,944.77	3,457.51
Profit before Exceptional items and Tax Expense	15,603.90	13,095.95
Add/(less): Exceptional items	-	-
Profit before Tax Expense	15,603.90	13,095.95
Less: Tax Expense (Current & Deferred)	4,597.03	3,969.63
Profit /(loss)for the year (1)	11,006.87	9,126.32
Other Comprehensive Income/(loss) (2)	(97.90)	(31.26)
Total Comprehensive Income (1+2)	10,908.97	9,095.06
Ratios (Percentages unless otherwise provided)
Profit Before Tax to Capital employed	10.73	9.50
Profit Before Tax to Revenue from operations	14.53	12.21
Profit After Tax to Net Worth	7.78	6.92
Profit After Tax to Paid-up Share Capital	58.75	48.72
Sales to Capital Employed	73.89	77.81
Sales to Gross Block	76.43	82.44
Per Capita Sales (RS.in Lakh)	136.65	139.31

4. DIVIDEND POLICY:

4.1 Y our Company, being a Central Public Sector

(CPSE), the Guidelines on Capital Restructuring issued by Department of Investment and Public Asset Management (DIPAM) as amended from time to time are applicable. As per the DIPAM Guidelines, every CPSE would pay a minimum annual Dividend of 30% of PAT or 4% of the Net-wortRs.whichever is higher subject to the limit, if any, under any extant legal provision. 4.2 The Companys dividend distribution policy is enclosed as "Annexure - I" and also available on the Companys website viz. https://midhani-india.in/policies/ . 4.3 The Directors have not recommended a final dividend for FY 2024–25, in view of the ongoing capital expenditure and capacity augmentation projects, botRs.under execution and newly sanctioned by the Board. Further, during the year under review, the Board of Directors of the Company in their Meeting held on MarcRs.19, 2025 had declared interim Dividend of RS.0.75 per equity share of the face value of RS.10/- eacRs.i.e. @ 7.50%.

4.4 The interim Dividend was paid to the eligible shareholders on MarcRs.25, 2025. The Interim dividend declared and paid by Company i.e. RS.0.75 per equity share of face value of RS.10/- eacRs.i.e. 7.50% translates to 12.77% of Profit

After Tax (PAT).

4.5 During the year under review, your Company has sought exemption from DIPAM witRs.respect to payment of minimum dividend for FY 2024-25 in accordance witRs.DIPAM Guidelines.

4.6 The performance of MIDHANI witRs.respect to the Return on Investment in comparison to the previous year is as under:

S. No	Particulars	FY 2024-25	FY 2023-24
1.	Dividend	1,405.34	2,641.49
2.	Profit After Tax (PAT)	11,006.87	9,126.32
3.	Net Worth*	1,37,407.33	1,28,124.38
4.	Dividend/PAT (%)	12.77	28.94
5.	PAT/Net WortRs.(%)	8.01	7.12
6.	Dividend/Net WortRs.(%)	1	2

5. TRANSFER TO GENERAL RESERVE:

Y our Company has transferred RS.8,100 LakRs.to General Reserve for the FY 2024-25.

6. Joint Venture/Associate Company

6.1 During the year under review, a Joint Venture Company i.e. Advanced Materials (Defence) Testing Foundation, (Section

8 Company) was incorporated on June 4, 2024 under Defence Testing Infrastructure Scheme promulgated by Ministry of Defence. The Joint Venture Members comprise Mishra Dhatu Nigam Limited, Hindustan Aeronautics Limited, Bharat Dynamics Limited, Yantra India Limited and PTC Industries Limited, eacRs.holding 20% of paid-up share capital of the Company. 6.2 The Joint Venture Company will set up a Mechanical and Material Testing Facility at the Lucknow node of the Uttar PradesRs.Defence Industrial Corridor, witRs.MIDHANI leading the project. The project will be funded througRs.a grant-in-aid of 75% of the project cost by the Government of India, while the balance 25% will be contributed by the Joint Venture members.

7. PERFORMANCE AGAINST MoU:

For FY 2024-25, MIDHANIs MoU performance is expected to qualify for an overall ‘Good rating, subject to evaluation and confirmation by Department of Public Enterprises (DPE).

8. MODERNISATION, EXPANSION & UPGRADATION PROGRAM OF THE COMPANY:

8.1 Over the years, the Companys consistent focus on upgradation and modernization has resulted in the establishmentofadditionalfacilities,expansionofproduction capacity, and diversification of its product portfolio.

8.2 Projects undertaken/ proposed for Modernization, Expansion and Upgradation of MIDHANIs production activities during the year ended on MarcRs.31, 2025 are as under:

(i) Production of Helical Springs: A dedicated facility for manufacturing Helical Compression Springs for railway wagons, coaches, and locomotives was established. ResearcRs.Designs & Standards Organisation (RDSO) three-stage approval process includes facility approval, prototype approval, and field trial approval is currently in progress. Preliminary approval was obtained in May 2024 and revised prototypes are expected to be submitted for RDSO approval by October 2025. Concurrently, equipment upgrades and modifications are also undertaken to proceed witRs.field trials and secure final approval.

(ii) Compacting Press for Titanium sponge:

Procurement of an 8000T capacity hydraulic compacting press is being planned for compacting Titanium sponge witRs.master alloys to produce Titanium electrodes whicRs.will be utilized in botRs.primary and secondary melting in the Vacuum Arc Remelting (VAR) furnace. The project scope also covers establishment of necessary auxiliary facilities sucRs.as moulds, electrical and Programmable Logic Controller (PLC) systems, and stacking devices.

(iii) Establishment of new Titanium Shop: To cater to the growing demand for Titanium alloys from the naval, space, missile, and export sectors, a dedicated Titanium melting facility has been established. This new Titanium shop is equipped witRs.a 10-ton capacity Vacuum Arc Re-melting (VAR) Furnace, an indigenously developed Plasma Welding Machine, a recirculating water system, cooling towers, independent power distribution, DG set, and supporting infrastructure housed in a separate pre-engineered building witRs.office and storage space. Designed witRs.provision of future expansion in mind, the facility was commissioned and over 100 heats were melted during FY 2024–25.

(iv) VAR-VI (Z Furnace) successfully qualified for Titanium alloys: New Vacuum Arc Remelting (VAR) Furnace, designated as VAR-VI (Z Furnace), whicRs.was rigorously tested and qualified for melting Titanium alloys. This qualification ensured the furnace met higRs.standards for refining and producing defect-free ingots. The process included monitoring of arc stability, melt rate, hot topping, ultrasonic inspection and ingot surface quality. This successful qualification will expand melting capabilities and further strengthen Titanium production capacity.

(v) Augmentation of Bar & Wire Drawing facility:

MIDHANI undertook a major augmentation of its Bar & Wire Drawing (B&WD) Shop. Phase 1 of the upgradation included the in-house development of a continuous strand annealing furnace to replace an outdated unit, enabling the production of four critical stainless steel weld consumables. In Phase 2, MIDHANI constructed a new 459 sq.m shed and installed two new bull block machines capable of significantly enhancing monthly production capacity of stainless and low alloy steel wires. These upgradations have strengthened the B&WD Shops ability to cater to diverse sectors, witRs.enhanced capability and thereby also eliminated the need for outsourcing.

(vi) Additional Supporting facility for Wide Plate Mill:

To address rising production demand and strengthen finishing operations, the DE and EF bays of the Wide Plate Mill plant have been extended. Key equipment sucRs.as a shot blasting machine and plasma cutting machine were installed and integrated into regular production. To further support the growing needs for cold and hot plate cutting and to strengthen inspection capabilities, plans are underway to introduce additional facilities including a water jet cutting system, CNC plasma cutting machine, online ultrasonic testing (UT) machine, EOT cranes for efficient plate handling, and dedicated grinding units for Work Rolls and Back-Up Rolls.

(vii) Replacement of old HT cables and HT equipment(s): MIDHANI initiated a phased replacement of old HT cables and HT equipment(s) accross shop floor to enhance safety and reliability.

The HT cable of Forge shop and CRM were replaced witRs.new XLPE cables whicRs.improved reliability of power distribution system. Also initiated replacement of old porcelain-type 132KV CT/PT witRs.new Polymeric type CT/PT to improve safety and reliability of main receiving substation of MIDHANI.

9. LABOUR PRODUCTIVITY:

The value added per employee for year ended on MarcRs.31, 2025 was RS.81.86 Lakh, vis-?-vis H81.06 LakRs.in the previous financial year.

10. SALES AND OPERATIONAL EFFICIENCY:

As of MarcRs.31, 2025, MIDHANIs trade receivables, measured in terms of ‘Number of Days Sales, increased to 139 days, compared to 110 days as on MarcRs.31, 2024. The rise in receivable days is primarily attributable to delays in payments. Additionally, the higher share of dispatches made during the last quarter of the financial year contributed to the elevated receivables position as of the reporting date.

11. DEVELOPMENT OF NEW PRODUCTS

THROUGRS.R&D EFFORTS:

11.1 ResearcRs.and Development (R&D) remains cornerstone of product development. MIDHANIs R&D efforts extends beyond innovation, integrating marketing, cost management, and product enhancement, into our broader business strategy. R&D plays a pivotal role in developing new products and improving existing offerings, making it a key driver of our growtRs.and success and continues to be accorded higRs.priority in MIDHANIs operations.

11.2 During FY 2024 -25, an expenditure of 2,417.61 LakRs.was incurred towards R&D. In addition to overseeing the researcRs.and development of new products, MIDHANIs R&D is entrusted witRs.the crucial responsibilities of planning, team management, and deployment of technical infrastructure and manpower to support specific processes. 11.3 Some of the major R&D initiatives undertaken during the year are as below:

Indigenous Product Developments:

Development and supply of three grades of cast Ni-based superalloys for Aero-engine: Three grades of cast Ni-based superalloys were successfully developed, type approved and supplied as defects free cast bars for aeroengine applications. The stringent chemistry and mechanical properties including higRs.temperature properties of the alloys were achieved in single attempt leveraging thermodynamic simulation without any rejection.

Development of Nickel based superalloy for the casing of aero-engine: MIDHANI successfully developed and indigenized Nickel based superalloy, for the casing of aero-engine. It was successfully supplied in forms of forged and rolled rings as well as hot rolled bars. Melting, homogenization, forging and hot rolling parameters were successfully established througRs.various experimentation and thereby meeting the requirement of stringent higRs.temperature mechanical properties. Most importantly, Ultrasonic Testing (UT) criteria was also established for the rings and Hot-Rolled bars.

SN90A Products for aeronautical applications: MIDHANI developed and optimized the process parameters for forging of Superni-90A 125mm diameter forged bars ensuring consistency in microstructure, grain size and mechanical properties and higRs.temperature properties. SN90A products were successfully manufactured and supplied by meeting the stringent ultrasonic inspection requirement of 1.2mm FBH. This development contributed significantly to indigenisation of SN90A for aeronautical applications.

Various Nickel based cast alloys for aeronautical applications: MIDHANI successfully developed five Nickle-based cast alloys. Remelt stocks were developed througRs.600 Kg VIM furnace. Type certification of these cast alloys was achieved by meeting chemical composition and surface defects inspection. Manufactured as cast sticks, these alloys have now been fully indigenized for aeronautical applications.

Development of Indian HigRs.Temperature Alloy (IHTA) Forged Billets: MIDHANI successfully developed a new Nickel-based superalloy, IHTA, specifically designed for its application in steam generator tubes of Indias thermal power plants. IHTA is a precipitation-hardening nickel alloy that demonstrates exceptional strengtRs.and creep resistance at higRs.temperatures, excellent resistance to coal asRs.corrosion, and outstanding metallurgical stability. WitRs.good weldability in heavy sections, it has been engineered to meet the requirements of cleaner and more efficient power generation. Capable of operating at temperatures up to 760?C and higRs.pressures of 350 bars, IHTA is ideal for next-generation thermal power systems.

Development of SNI 41 hot rolled plates: MIDHANI successfully developed Superni 41, a nickel-based precipitation hardening alloy known for its higRs.strengtRs.retention up to 871?C and excellent oxidation resistance up to 982?C. Due to its exceptional resistance to high-temperature combustion gases, the alloy is primarily used in engine combustion chambers. The alloy also find its critical applications in turbine castings sucRs.as blades and wheels, combustion chamber liners, gas turbine nozzle partitions, petrochemical reactor components, fasteners, etc.

Establishment of Thermo-mechanical Processing Parameters and Supply of Titan31A Alloy Bars: MIDHANI developed and optimized the thermo-mechanical processing parameters for Titan31A alloy bars of 500mm and 420mm diameter, ensuring consistency in microstructure and mechanical properties. MIDHANI successfully manufactured and supplied these bars for aerospace applications by meeting stringent Ultrasonic inspection class 3.2 mm FBH. This achievement marks a significant step in the indigenization of large-diameter Titanium alloy products for aerospace applications.

Qualification of Indigenized Al-V and Al-Mo-Ti Master Alloys: MIDHANI successfully developed and qualified critical master alloys—Al-V for Titan31A and Al-Mo-Ti for BT3-1—to substitute imported raw materials impacted by geopolitical constraints. These master alloys were validated througRs.melting, forging, hot rolling of three heats and subsequent mechanical, microstructural and chemical evaluations. This successful integration of master alloy improved cost-effectiveness and supply chain reliability.

Establishment of Process Parameters for Wide Plate Mill (WPM) Products of Titan32, PT3B & Titan31: MIDHANI successfully developed and validated hot rolling parameters for manufacturing wide plates using Titan32, PT3B, and Titan31 alloys. The process development included defining percentage deformation, temperature control, rolling speeds and heat treatment. EacRs.alloys unique processing requirements were addressed to maintain structural integrity and achieve desired mechanical and microstructural properties. This achievement enabled reliable production of wide plate products for aerospace and defence applications.

Type Testing of Titanium Products for Naval Applications: MIDHANI successfully completed extensive type testing for BT1-0 cold rolled sheets, PT1-M seamless pipes, and PT3B plates, sheets, fasteners, forged products, and hot-rolled bars. These products were rigorously evaluated for dimensional accuracy, surface finish, mechanical properties, weldability, and corrosion resistance. Developed as import substitutes, these products met all end-user specifications.

Established thermo-mechanical processing parameters for BT20 Ring products: MIDHANI successfully established and developed the thermo-mechanical processing parameters for BT20 alloy ring components for the aerospace requirement. The process covered billet conversion, ring rolling, and final heat treatment ensuring compliance witRs.mechanical and microstructural properties and dimensional precision. This achievement played a vital role in enabling domestic production of Titanium rings, thereby reducing dependency on imported materials for critical aerospace applications.

Process improvement:

MIDHANI successfully established the utilization of Titanium plant reverts (solid blocks) for melting of Titan31 alloy. A sustainable process was developed to use clean solid Titanium blocks as charge material, enhancing raw material utilization and reducing production costs without compromising alloy quality. Comprehensive trials validated that the chemical composition and mechanical properties remained consistent, supporting cost-effective and environmentally responsible manufacturing practices.

MIDHANI successfully qualified the Wide Plate Mill (WPM) for five aeronautical steel grades thickness up to 100mm. Following qualifications, materials has been successfully dispatched and this development would enhance product yield, reduce dependency on the Forge Shop, Heat Treatment Shop, and Hot Rolling Mill. It would also improve overall production efficiency througRs.the WPM route.

Plant reverts were successfully qualified for use in five aeronautical steel grades, resulting in significant cost savings on raw materials and a reduction in Work-In-Progess (WIP) inventory. This qualification not only enhanced raw material utilization but also supported sustainable manufacturing practices by minimizing waste and optimizing process efficiency.

Artificial Intelligence (AI)

During FY 2024–25, MIDHANI implemented and deployed an AI-based image analysis system to predict the microstructure of alloys, enhancing the accuracy and efficiency of metallurgical evaluations. This system enables faster decision-making in quality control and aids in standardizing microstructural assessments, thereby contributing to improved product reliability and process optimization.

12. INTELLECTUAL PROPERTY:

The Company continued to develop new products to meet growing market demand, achieving significant advancements in R&D activities. This progress is reflected in the expansion of the companys intellectual property assets. MIDHANIs products are unique, and to safeguard against infringement, the Company has placed a strong emphasis on encouraging the application of Intellectual Property Rights (IPRs). Recognizing the importance of IPR in identifying potential patents, MIDHANIs R&D team, in collaboration witRs.the Training and Development department, also organizes in-person and online sessions to educate employees on IPR awareness and its application during the development phase.

13. ENERGY CONSERVATION:

13.1 WitRs.a strong focus on energy efficiency and best practices, MIDHANI undertook several initiatives during the year to optimize resource utilization. Specific measures were introduced during the year to reduce LPG consumption, including loading materials witRs.similar heat cycles in furnaces to their full capacity, optimizing batcRs.processing of similar material types, and planning continuous furnace operations to maximize the use of available heat energy througRs.improved Capacity Utilization Factor (CUF). 13.2 During FY 2024–25, MIDHANI implemented several energy-saving initiatives aimed at improving efficiency and reducing costs. A Power Purchase Agreement (PPA) was signed witRs.NTPC Vidyut Vyapar Nigam Ltd. (NVVNL) on December 31, 2024 for a 1 MWp rooftop solar plant under the RESCO model. This initiative enabled MIDHANI to procure solar energy at H3.97 per kWh, significantly lower than the H6.65 per kWRs.from the conventional grid. 13.3 To further enhance power quality and reduce energy costs, a 3 MVAr Automatic Power Factor Correction (APFC) panel is proposed to be procured. This would improve the power factor from the current level of 0.95 to 0.99, building upon the earlier improvement from 0.90 to 0.95 achieved througRs.previous APFC installations.

13.4 Additional energy saving measures included replacing all lighting in plant area witRs.LED fixtures, replacing 50% of conventional fans witRs.energy-efficient BLDC fans, and initiating the phased replacement of air conditioners witRs.5-star rated units. To further promote clean energy and sustainable mobility, six electric two-wheelers and four electric tricycles were procured. Efforts are also underway to enhance the generation and efficiency of the existing 4 MW solar plant.

13.5 During the year under report there was an increase in specific consumption of LPG and Electricity due to the ongoing project works.

The summary of consumption of Electricity and LPG for the FY 2024-25 vis-?-vis FY 2023-24 are as below:

The summary of consumption of LPG:

Description	Unit	FY 2024-25	FY 2023-24
Annual consumption of LPG	MT	4,783.23	5,411.10
Specific	MT (LPG)/	0.32	0.19
consumption	MT (Prod.)
of LPG in
Production

The summary of consumption of Electricity:

Description	Unit	FY 2024-25	FY 2023-24
Annual consumption of Electricity	KWHr (in Crore)	6.35	5.87
Specific consumption of Electricity in Production	Kwh/T	1891.96	2,031.28

14. MARKETING & BUSINESS DEVELOPMENT:

14.1 During FY 2024-25, MIDHANI secured contracts wortRs.RS.1,44,446.91 Lakh. As of April 1, 2025 the value of open orders stood at RS.1,83,200.00 Lakh. Considering the current order book situation and expected new orders, the Company is well positioned for consistent growth. 14.2 The sector wise order booked during FY 2024-25 are as under:

(RS.Lakh)

	Total value
Sector
	of orders
Defence	1,11,933.09
Space	15,547.00
Energy	4,938.25
Others	12,028.56
Total	1,44,446.91

14.3 Sector-wise Performance: The total orders executed during FY 2024-25 were H1,07,410.15 LakRs.and sector wise sales were as follows:

(RS.Lakh)

Sector	Total value of supplies
Defence	79,060.40
Space	12,083.30
Energy	1,019.50
Others	15,246.95
Total	1,07,410.15

14.4 Business Development:

Over the past decade, MIDHANIs business has been primarily driven by the space sector, witRs.special steels being a major product line. However, during FY 2024–25, a significant shift occurred witRs.major orders coming from the Defence sector, largely due to indigenization efforts. Export sales also saw a notable increase of 42.21%, increasing from H6,623.76 LakRs.in FY 2023–24 to H9,419 LakRs.in FY 2024–25, witRs.exports now reaching over 19 countries. Strategic investments in vacuum induction melting and vacuum arc remelting are expected to support further export diversification, particularly in Super Alloys and Titanium Alloys.

Capacity enhancements and process improvements contributed to increased business in Super Alloys and Titanium Alloys, particularly for the Defence, Aerospace, Energy, and Export sectors. Company also expanded its customer base by adding 10 new customers during the year and received orders for over 25 new grades catering to various strategic requirements. Existing facilities, including Vacuum Induction Melting and Vacuum Arc Remelting Furnaces, can meet the growing demand in these areas, particularly from the aerospace sector.

MIDHANI engaged witRs.global aerospace OEMs to position itself as a reliable supplier of superalloys, special steel, and titanium products. Looking ahead, the Company anticipates the need for additional investment over the next five years to further expand its melting, forging, and allied capacities. Parallely efforts are underway to obtain NADCAP certifications during FY 2025–26 to support qualification requirements for the aerospace industry.

MIDHANI signed a MoU witRs.IIT- (BHU) Varanasi for clinical studies of Nickel- free austenitic stainless steel developed by the institute for medical applications .

The MoU titled "Development of Austenitic Stainless Steel fro Medical Applications" was signed on July 9, 2024 by Dr. S. K. Jha, (then Chairman & Managing Director) and Prof. Amit Patra, Director of IIT- (BHU), Varanasi.

MIDHANI signed a MoU witRs.Armoured Vehicles Nigam Limited (AVNL) on October 16, 2024 for the indigenisation of Armoured Steel for Defence applications. The MoU proposes to meet the demand for armoured plates across all AVNL units.

14.5 Info rmation Technology (IT):

During FY 2024–25, MIDHANI strengthened its ERP systems througRs.development and implementation of a Quality Testing Application using Oracle Apex and operationalized the Enterprise Asset Management (EAM) maintenance module. Comprehensive dashboardswereintroducedtomonitorkeyoperational metrics sucRs.as sales, production, machine hours, raw material consumption, procurement, and grade-wise yield analysis, enabling data-driven insights into operational efficiency. Enhancements also included vendor invoice integration witRs.the GeM portal, upgrades to the Fixed Asset Capitalization (FAC) system, and improvements in the vendor master and payment systems.

Significant upgrades were also made to MIDHANIs IT infrastructure to strengthen cybersecurity. Internet connected PCs were secured througRs.deployment of Maya OS and ChakravyuRs.Server, along witRs.the implementation of log collectors for monitoring and traceability. Additionally, MIDHANI successfully completed the CSG-DDP Cyber Security Audit, demonstrating full compliance and reinforcing its commitment to maintaining robust cyber defenses across its digital ecosystem.

15. EXHIBITIONS/SEMINARS FOR PROMOTION

OF COMPANY PRODUCTS/BRAND:

15.1 MIDHANI participated at Aero India 2025, held from February 10–14, 2025 in Bengaluru. The event served as a platform for Company to showcase its advanced materials and innovations that play a vital role in strengthening Indias strategic sectors.

15.2 MIDHANI participated in Vigyan Vaibhav 2025, a premier event celebrating science and innovation, held in Hyderabad from February 28 to MarcRs.2, 2025. The event was inaugurated by the Honble Raksha Mantri, Shri RajnatRs.Singh, and brought together leading organizations from the aerospace and defence sectors, providing MIDHANI witRs.a platform to highlight its contributions to advanced materials development and also showcase its collaborations witRs.DRDO towards advancements in Aerospace & Defence sectors.

15.3 MIDHANI participated in the ‘India-Indonesia Defence Industry Exhibition-cum-Seminar organized in Jakarta on April 30, 2024.

16. QUALITY MANAGEMENT ACTIVITIES:

16.1 During FY 2024-25, MIDHANI significantly enhanced its testing capabilities witRs.successful installation and commissioning of several advanced equipment(s). This included two 100 kN Servo Electric Universal Testing Machines for conducting low cycle fatigue tests at botRs.room temperature and elevated temperatures up to 1200?C, a 5 kN Universal Testing Machine for tensile testing of thin wires, and a Brinell Hardness Testing Machine. In addition, a CMOS-based Optical Emission Spectrometer and a simultaneous Oxygen, Nitrogen, and Hydrogen (ONH) Gas Analyzer were also commissioned, strengthening MIDHANIs material characterization and quality assurance infrastructure.

16.2 MIDHANI achieved several key milestones in quality control and material testing. The QCL Apex application was successfully implemented for generating online test certificates, thereby streamlining certification processes. Approximately 50,000 test samples—including tensile, creep, impact, fatigue, and fracture toughness specimens—have been prepared and tested. 16.3 Notably, MIDHANI stabilized the recrystallization temperature for Indian high-temperature alloys developed for energy sector, a breakthrougRs.that was recognized witRs.an appreciation award from the Honble Raksha Mantri, Shri RajnatRs.Singh. In addition, MIDHANI executed various export orders in line witRs.international standards and completed inspection and clearance of around 1,000 cast sticks of various grades, meeting DGAQA requirements.

17. SUPPLY CHAIN MANAGEMENT PERFORMANCE:

17.1 Vendor Meet: MIDHANI organized a Vendor Meet on November 2, 2024 to foster direct engagement and strengthen collaboration witRs.its vendor base. The event served as a platform to share updates on emerging business opportunities in strategic projects, as well as to brief vendors on the registration process on the Government e-Marketplace (GeM) portal, along witRs.payment procedures followed at MIDHANI. Vendors were encouraged to share their concerns, whicRs.were addressed througRs.open discussions aimed at improving transparency and strengthening vendor relationships.

17.2 Encouragement to Micro and Small-Scale Industries:

MIDHANI remains committed to promoting and supporting Micro and Small Enterprises (MSEs) by sourcing a diverse range of goods and services from them. During FY 2024–25, 54.49% of the total domestic procurement value was sourced from MSEs reaffirming its role in strengthening inclusive growtRs.and supporting the MSE ecosystem.

MIDHANI also extended its support to women-owned MSEs, witRs.procurements totaling H137 LakRs.in FY 2024–25, benefitting 92 sucRs.enterprises. 17.3 Integrity Pact (IP): To uphold transparency and integrity in all contracts, MIDHANI implemented the practice of signing integrity pacts witRs.the respective bidders for high-value contracts. Shri Sunil Kumar Chourasia, IOFS (Retd.) and Shri T. Bal Raj, ITS (Retd.) act as Independent External Monitors (IEMs) to ensure compliance and adherence to ethical standards. During FY 2024-25, 76.76 % of the total value of contracts and Purchase Orders (POs) were covered under the Integrity Pact, reaffirming MIDHANIs commitment to maintain integrity and accountability in its operations.

17.4 Government e-Market Place (GeM): MIDHANI is committed to strengthening its procurement processes by actively leveraging the Government e-Marketplace (GeM) platform for greater transparency, efficiency, and ease of doing business. During F.Y. 2024-25, MIDHANI issued Purchase Orders valuing H15,263 LakRs.througRs.GeM.

18. RISK MANAGEMENT:

18.1 MIDHANI has a comprehensive Risk Management Policy that has been approved by the Board. The identification and assessment of risks associated witRs.various processes in MIDHANI have been extensively discussed in the Internal Production Review Meetings. In compliance witRs.Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015), MIDHANI has constituted a Risk Management Committee.

18.2 As part of the Management Discussion and Analysis section of this Annual Report, a detailed list of the identified risk elements faced by the Company are enumerated. This ensures transparency and allows stakeholders to have a comprehensive understanding of the risks involved in MIDHANIs operations. By actively managing and addressing these risks, MIDHANI remains committed to safeguarding its interests, promoting sustainable growth, and ensuring the long-term success of the organization.

19. HUMAN RESOURCE DEVELOPMENT:

19.1 Every organization is driven by its resources and one of the most vital resources is Human Capital. A companys productivity, efficiency and success are heavily determined by the strengtRs.of its workforce. The concept of Human Resource Development thus comes into the picture as a crucial business strategy, focusing on improving the skills, knowledge and abilities of a companys workforce.

19.2 Human Resource Development (HRD) at MIDHANI involves a range of initiatives including employee training, career progression, performance management, coaching, mentoring and succession planning. It has enabled MIDHANI to build a flexible and adaptable workforce ready to embrace change and drive innovation.

19.3 One of the key challenges faced by any Company is the continuous up-gradation of employees knowledge and skills througRs.appropriate training and development modules. At MIDHANI, special emphasis is placed on providing effective training to its employees to enhance their knowledge and skills witRs.a special focus on employees from differently-abled categories thereby fostering an empowered and skilled workforce.

19.4 Manpower Position: The manpower strengtRs.of MIDHANI as on MarcRs.31, 2025 stands at 510 Non-Executives, 15 Non-Unionized Supervisors and 261 Executives compared witRs.473 Non-Executives, 23 Non-Unionized Supervisors and 274 Executives as on MarcRs.31, 2024.

19.5 The total manpower strengtRs.under permanent category of your Company as on MarcRs.31, 2025 is as under:

Particulars	Non- Executives	Non-Unionized Supervisors	Executives	Total
Male	468	12	226	706
Female	42	3	35	80
Total	510	15	261	786

Note: Excluding Directors

Statement showing the representation of SC/ST/OBC/Differently abled and their recruitment etc., is enclosed as ‘Annexure - II Representation of SC/ST/OBC among Non-Executives:

SC	ST	OBC	Others	Total
99	45	229	137	510

19.6 Employee Welfare Initiatives: The various employee welfare initiative undertaken during FY 2024-25 were as below:

Encouraging Small Family Norms: In order to encourage employees to opt for a small family, Management, as a policy, allows casual leave for employees who undergo sterilization operation varying from 6 to 14 days based on the type of sterilization operation.

Social obligations/welfare programs: Monetary awards were presented to meritorious students/ children of our employees belonging to SC, ST and OBC categories @ H1000/- per child in eacRs.category

who scored highest % of marks and @ H500/- eacRs.to all the students of above categories who scored 75% and above marks in X class Board examination or equivalent held in March/April. As per Companys scheme, scholarship to the children of employees for pursuing graduation in Metallurgical Engineering has been granted @ H1000/-p.m., till completion of the course.

Post-Retirement Medical Benefit Scheme (PRMBS): MIDHANI is operating Post-Retirement Medical Benefit Scheme for retired Employees througRs.a group insurance policy. 85% of the premium is borne by the Company and 15% of the premium is paid by retired employee.

Education Scholarship for wards of Workmen / employees of MIDHANI Studying in BPDAV School: MIDHANI extends merit based scholarships to the children of employees who are studying in classes I to X and have secured the 1^st or 2^nd rank in their previous years final examinations, witRs.awardees receiving 6,000 per annum and 3,000 per annum respectively. Additionally, children of workmen in grades WG-0 to WG-5 who successfully advance to the next grade (classes I to X) are eligible for an Education Scholarship of H300/- per month. These initiatives reflect the Companys commitment to encouraging academic excellence and supporting the educational advancement of employees families. School Activities: Brahm PrakasRs.D.A.V. School, located within MIDHANI Township, is managed by the Company for the children of MIDHANI employees and students from the neighboring areas. The students have consistently excelled in academics, athletics, and cultural pursuits, bringing honor and distinction to the school.

Township: MIDHANI continues to fulfill its social responsibility by maintaining a township consisting of 87 quarters to cater to the housing needs of the employees working in essential services of the Company.

19.7 Women Empowerment:

MIDHANI fosters an environment where women employees can excel and contribute to the companys goals. WitRs.80 women in executive and non-executive roles, they play vital roles across various departments. The management supports their growtRs.througRs.targeted training programs and ensures their wellbeing in line witRs.regulatory standards.

Every year on 8^tRs.March, MIDHANI celebrates International Womens Day. The event includes teambuilding activities, whicRs.are met witRs.great enthusiasm.

19.8 Industrial relations: Industrial relations at MIDHANI remained peaceful and cordial throughout the year, witRs.continued strong support and cooperation from employees. The management upheld a proactive and compassionate approacRs.to human relations, fostering an environment of mutual trust and participative management. Efforts were also directed toward enhancing compliance standards in alignment witRs.the organizations philosophy, thereby positively influencing employee performance and engagement.

19.9 Environment Management: MIDHANI has a dedicated team focused on maintaining and enhancing greenery across its premises, witRs.over 50% of the total land covered under vegetation. The companys commitment to environmental safeguard has created a thriving ecosystem where various species of birds, squirrels, peacocks, and rabbits coexist harmoniously within the plantation areas, reflecting a well-balanced and sustainable habitat.

19.10 Tree Plantation initiative: As part of the "Ek Ped Maa Ke Naam" initiative, MIDHANI successfully collaborated witRs.state government agencies to procure 1,000 tree saplings, they were planted across the MIDHANI plant, corporate office, and township witRs.enthusiastic participation from employees and senior management. Continuing this green drive, a total of 12,144 plants were planted during the FY 2024–25, including an additional 10,000 saplings obtained througRs.continued coordination witRs.state authorities. Regular monitoring ensured higRs.survival rate, significantly enhancing the green cover across MIDHANIs premises.

20. DIRECTORS, EMPLOYEES AND RELATED

DISCLOSURES:

In accordance witRs.Ministry of Corporate Affairs notification no. GSR 463(E) dated June 05, 2015, MIDHANI is exempt from provisions of Section 197 of the Companies Act, 2013 and rules thereof.

21. TRAINING & DEVELOPMENT:

21.1 During FY 2024–25, the Training and Development Department achieved a total of 2,953 person-days througRs.a range of initiatives, including internal and external training programs, plant visits, skill development programs for apprentices, and internships. These efforts reflect MIDHANIs continued focus on capacity building and workforce development.

21.2 MIDHANI is committed to its responsibilities under the Apprentice Act 1961. In alignment witRs.this commitment, approximately 98 Trade Apprentices were engaged across various trades sucRs.as Electrician, Fitter, Welder, Machinist, Turner, and COPA for one year of on-the-job training. To foster strong institution-industry relations, MIDHANI offered internships to 15 engineering students across India during FY 2024-25.

21.3 Beyond on-the-job training for apprentices, MIDHANI organized various skill development programs. These programs included knowledge transfer sessions and motivational workshops conducted by botRs.internal and external faculty, totaling 531 person days.

22. ST ATUTORY & SOCIAL OBLIGATIONS:

22.1 CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility and Sustainable Development Policy of MIDHANI in line witRs.the Companies Act 2013 was approved by the Board of MIDHANI. The policy is available at https://midhani-india.in/policies/ .

For the year under review MIDHANI has incurred expenditure of RS.399.76 LakRs.for CSR activities against the mandatory requirement of RS.390.94 Lakh. In terms of Rule 7(3) of The Companies (Corporate Social Responsibility Policy) Rules, 2014 the excess CSR amount of RS.8.81 LakRs.spent during FY 2024-25 is to be set-off against the requirement of Section 135(5) of the Companies Act, 2013 up to immediate succeeding three financial years.

The Company has prepared an annual report on its CSR activities, in compliance witRs.the Companies (Corporate Social Responsibility Policy) Rules, 2014. The report can be accessed at https://midhaniindia. in/ csr/ and forms part of Annual Report as Annexure - III. Details about the composition of the Corporate Social Responsibility and Sustainable Development Committee of MIDHANI can be found in the "Report on Corporate Governance," whicRs.is included in this Annual Report.

The CSR activities undertaken by our Company during the reporting year encompass the following areas: (i) Promotion of HealtRs.Care and Sanitation; (ii) Promotion of Education; (iii) Skill Development and; (iv) Others

(i) Promotion of HealtRs.Care and Sanitation:

(a) Promotion of HealtRs.care: i) MIDHANI has sponsored the activities of MIDHANI Primary HealtRs.Care Centre by incurring an expenditure of RS.122.33 Lakh, whicRs.is providing medical services to the needy patients by extending Out Patient consultation, Eye camps, cataract surgeries, Cardiac camps in MPHCC and other places. ii) Sponsored RS.20 LakRs.to Vivekananda Medical Trust for upgradation of Lab Equipment. iii) Sponsored Nutritional Kits to 1500 TB patients in Hyderabad and incurred an expenditure of RS.22.52 Lakh. iv) Sponsored RS.21 LakRs.to Mamta Charitable Trust for organizing HealtRs.Awareness campaign and distributed Vikalang cycles, wheel chairs and Tested Lens, etc. v) Sponsored items at an expenditure of RS.2.26 LakRs.for infrastructure development of Primary HealtRs.Care, Uppuguda. vi) Sponsored Farming Equipment for efficient Millet Farming for Women Farmers in the District of Dharbanga and Madhubani in Bihar. vii) MIDHANI has sponsored a TRUENAT machine to aid in the early detection of Tuberculosis. The machine, wortRs.RS.16.55 LakRs.was sponsored by MIDHANI to accelerate diagnosis and enable timely intervention. viii) Sponsored Ambulance to Sadasiva Madhava Trust, Kerala for providing Palliative Care services.

(b) Annual maintenance of Toilets constructed by MIDHANI under SwachRs.Bharat continued.

(ii) Promotion of Education:

(a) MIDHANI provides free education to children from SC/ST/OBC categories whose parents belong to lower income groups. Eligible children are admitted to LKG, and the Company bears the entire cost of their education up to Class 10. During the year, MIDHANI sponsored the education of 46 children, incurring an expenditure of H10.26 Lakh.

(b) Sponsored Tata Class Edge Digital Classrooms, Solar Plant, UPS Charger and constructed a parking shed at B.P.D.A.V School at total expenditure of RS.58.16 Lakh.

(c) Sponsored RS.10 LakRs.to Kerala Vanavasi Vikas Kendram, Kerala for installation of Solar Plant at Agasthya Kudeeram Balika Sadanam.

(d) Sponsored RS.13 LakRs.to Lekshmi Ammal Ramaswami Educational Trust for the infrastructure development of Fort School, Kerala.

(iii) Skill Development:

(a) Every year MIDHANI is inducting apprentices to help students have exposure to the real time environment and gain knowledge from the experienced professionals. As part of the stipend paid to the apprentices, an amount of RS.39.02 LakRs.is accounted under CSR as per the guidelines.

(b) Sponsored RS.25 LakRs.towards the three-storied building at Chinmaya Mission Vishakapatnam in Gollalapalem Village, Duvvada, Visakhapatnam, whicRs.was designed to serve as a hub for rural education, skill development, and healthcare activities centers.

(c) Sponsored the upgradation of medical facilities at Vivekananda Medical Trust, Visakhapatnam.

MIDHANI has sponsored RS.20 LakRs.to improve laboratory equipment at the trust, ensuring better healthcare services for the local community.

Actual CSR expenditure incurred during FY 2024-25 was RS.399.76 LakRs.against mandatory expenditure of RS.390.94 LakRs.(after setting off 0.34 Lakh). The Annual Report on CSR forms part as Annexure -III of this Annual Report.

22.2 DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At our company, we are dedicated to providing a safe and inclusive workplace for all employees, witRs.a particular focus on the safety and well-being of women. To uphold this commitment, we have established an Internal Complaints Committee (ICC) specifically tasked witRs.addressing and resolving issues related to sexual harassment. The ICC operates under a policy designed to protect and support all parties involved, adhering to strict guidelines to ensure fairness and confidentiality. During the year under review the Internal Complaints Committee (ICC) received one complaint pertaining to sexual harassment and the same is being dealt as per Company Rules.

22.3 CONTRIBUTION TO EXCHEQUER:

During FY 2024-25, your Company contributed an amount of RS.30,800.00 LakRs.in the form of Dividend, Duties and Taxes vis-a-vis RS.30,826.54 LakRs.during FY 2023-24.

22.4 COPY OF ANNUAL RETURN:

The Annual Return as provided under sub-section (3) of Section 92 of The Companies Act 2013 is available at website of the Company at https://midhani-india.in/ annual-return/.

22.5 REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Report on conservation of Energy, Technology Absorption and foreign exchange earnings and outgo forms part of Annual Report as Annexure – IV.

22.6 BUSINESS RESPONSIBILITY REPORT:

As per the requirements of Regulation 34 of SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of Annual Report as Annexure-V. This report highlights the various initiatives undertaken by the Company in terms of environmental sustainability, social responsibility, and governance practices. We encourage you to review this report for a comprehensive understanding of our commitment to responsible business practices.

22.7 IMPLEMENTATION OF RIGHT TO INFORMATION (RTI) ACT 2005:

MIDHANI, as a Public Authority under the RTI Act 2005, has appointed a Nodal officer, Appellate Authority, and Central Public Information Officer (CPIO) to ensure compliance witRs.the RTI Act 2005. The Company promptly provides information requested by citizens within the specified time frame. MIDHANI also fulfills its obligation of Suo Motu disclosures under Section 4(1)(b) of the RTI Act by displaying information on its official website. MIDHANIs website is regularly updated to keep its stakeholders informed about news and developments. During FY 2024-25, 159 RTI applications were received and 163 applications were disposed of, including those from the previous period. As on MarcRs.31, 2025, 7 RTI applications were pending. Additionally, 18 RTI appeals were raised during FY

2024-25 and 21 RTI appeals were disposed of within the year. MIDHANI submits quarterly returns to the authorities in accordance witRs.the regulations.

22.8 RAJBHASHA IMPLEMENTATION:

MIDHANI has adhered to the Government directives and regulations for promoting the use of Hindi in official work. Quarterly meetings of the Official Language Implementation Committee, were chaired by the Chairman & Managing Director. Progress reports were regularly submitted to the Ministry of Defence (MoD), the Ministry of Home Affairs (MHA), and the Town Official Language Implementation Committee

- Undertaking (TOLIC-U). Four quarterly meetings of the Official Language Implementation Committee were held to ensure compliance and progress in this initiative.

Participation in TOLIC (Undertaking) Activities: MIDHANI has been actively involved in the activities of the Town Official Language Implementation Committee (Undertaking) [TOLIC (U)], Hyderabad-Secunderabad, and hosted the 60^tRs.TOLIC (U) meeting on November 11, 2024 at its premises. In recognition of its efforts in promoting the official language for FY 2023-24, MIDHANI was honored witRs.the Rajbhasha Cup for Best Official Language Implementation on May 28, 2024 and the Best E-House Journal Award for its Rajbhasha e-journal "Sankalp" on November 11, 2024.

To support employees in performing their daily official work in Hindi, eight Hindi Awareness Workshops were conducted for approximately 132 employees. MIDHANI employees won four prizes in competitions organized by TOLIC (U) and MIDHANI continues to promote Hindi as the Official Language by regularly conducting Hindi language and typing training classes.

22.9 RELA TED PARTY TRANSACTION:

Disclosure of related party transactions as per Ind AS-24, issued by the Institute of Chartered Accountants of India, is provided at note no. 40 of the Notes forming part of Annual Accounts for FY 2024-25.

All contracts /arrangements /transactions entered into by the Company witRs.related parties during the year under review, were in ordinary course of business of the Company and on ‘arms lengtRs.terms. The related party transactions were placed before the Audit Committee for review and/or approval.

During the year, the Company did not enter into any contract /arrangement /transaction witRs.related party, whicRs.could be considered material in accordance witRs.the Companys ‘Policy on Materiality of and dealing witRs.Related Party Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. The aforesaid Policy is available on the Companys website at https://midhani-india.in/policies/ .

23. VIGILANCE ACTIVITIES:

23.1 The Vigilance Department of the Company is led by Ms. Spurthi Reddy, an IRS officer, serving as the Chief Vigilance Officer (CVO). As CVO, Ms. Spurthi Reddy guides the Chairman & Managing Director (C&MD) on all vigilance-related matters and acts as a liaison between the organization and the Central Vigilance Commission (CVC). 23.2 During FY 2024-25, Vigilance department of MIDHANI examined various Procurement contracts/sub-contracts casefiles and processes on regular basis. Periodic and surprise inspections were conducted and the alleged transactions referred to it were investigated.

23.3 In addition to regular vigilance activities, structured meetings were held between the Chairman & Managing Director and the Chief Vigilance Officer during the year. Vigilance Department proposed eleven (11) systemic improvements and good practices across key functional areas, including Human Resources, Security, Stores Management, and Procurement/Contracts. These recommendations were duly considered and implemented by the Management. 23.4 Vigilance Awareness Week – 2024 was observed from 28^tRs.October to 3^rd November, 2024 focusing on CVC theme of "Culture of Integrity for Nations Prosperity". As suggested by the CVC, various Quiz competitions were held amongst the employees througRs.online mode on topics like "Anti-Corruption Drive", "MIDHANI Procurement Manual 2023 for Goods & Sub-Contracting" and "Standing Orders".

24. VIGIL MECHANISM:

24.1 MIDHANI invites reporting of unfair, unethical activities, if any in the company from the employees. In this regard, a Whistle blower policy has been put in place. The Whistleblower Policy was first adopted by the Board of Directors at its 206^tRs.Meeting on January 23, 2013. It was later amended as the Whistleblower Policy - 2018 to align witRs.the Public Interest Disclosure and Protection of Informers Resolution, 2004 (PIDPI).

24.2 The Audit Committee periodically reviews the of the Vigil Mechanism, including the surveillance system and any whistle-blower complaints received, to ensure transparency and accountability in the organization. 24.3 The Whistleblower Policy – 2018 serves as MIDHANIs Vigil Mechanism, providing a structured platform for individuals to report unfair or unethical practices that may affect the organization. The policy ensures confidentiality and protection against retaliation for whistleblowers, thereby promoting transparency and accountability.

24.4 The policy is readily accessible on the companys website. at https://midhani-india.in/department_vigilance/role-functions-ofvigilance-department/.

25. A WARDS AND RECOGNITION:

MIDHANI was conferred an award for its outstanding ‘Contribution to the Quality Circle (QC) Movement by the Quality Circle Forum of India (QCFI), Hyderabad Chapter, during its 38^tRs.Annual Chapter Convention on Quality Concepts held on September 11, 2024. The award was presented by the Honble State Minister for IT, Shri D. Sridhar Babu.

MIDHANI received four Gold Awards at the Quality Circle Forum of India (QCFI) Chapter Convention held at Hotel Marigold on 11^tRs.to 12^tRs.September 2024. The awards recognized the efforts of MIDHANIs team in promoting quality initiatives and implementing continuous improvement practices across various projects.

At the SAMARTHYA event held at ‘Aero India 2025 on February 12, 2025, Nine officers from the Company were awarded Certificates of Appreciation by the Honble Raksha Mantri, Shri RajnatRs.Singh, in recognition of their contributions in indigenizing two strategic alloys.

26. COMP ANY PERFORMANCE AND

OUTLOOK:

The Annual Report includes Management and Analysis, providing a comprehensive analysis of the Companys financial performance, operations, and future outlook.

27. CORPORATE GOVERNANCE:

27.1 The Company adheres to the principles and philosophy of Corporate Governance, ensuring good decision-making practices in line witRs.current standards and guidelines from the Department of Public Enterprises. A comprehensive Code of Business Conduct and Ethics is in place whicRs.is applicable to all Board Members and Senior Management. A certificate from the Chairman and Managing Director affirming compliance witRs.Code of Business Conduct and Ethics for Board and Senior Management forms part of Annual Report as Annexure – VI.

27.2 The Annual Report includes a comprehensive report on Corporate Governance, providing detailed information on the Companys adherence to guidelines issued by the Department of Public Enterprises (DPE) and SEBI Listing Regulations. A certificate confirming compliance witRs.these guidelines, signed by a practicing Company Secretary, forms part of Annual Report as Annexure – VII.

27.3 In line witRs.the Revised Grading norms for CPSEs, your Company has achieved a perfect score of 100% for the FY 2024-25 in terms of compliance witRs.the Guidelines on Corporate Governance issued by the Department of Public Enterprises (DPE).

28. INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY:

28.1 MIDHANI has implemented a robust framework for internal controls, whicRs.is designed to align witRs.the companys size and operations. This internal control system is further strengthened by a comprehensive program of internal audits and management reviews. The internal audit function, supported by external audit firms, conducts thorougRs.and risk-focused audits to assess the effectiveness of the internal control structure and its functions on a regular basis. This ensures the integrity and reliability of the companys operations.

28.2 The Company has implemented robust internal financial controls in accordance witRs.the requirements of the Companies Act, 2013. These controls are implemented at various levels within the organization to ensure compliance witRs.internal control requirements, regulatory compliance, FUTURE and accurate recording of financial and operational information. The internal financial controls are designed to safeguard assets, prevent fraud, maintain financial accuracy, and promote operational efficiency.

28.3 The Company engaged the services of external audit firm Sagar & Associates to conduct the internal audit during the year, witRs.a focus on assessing the adequacy of systems and controls. The audit reports prepared by Sagar & Associates were thoroughly reviewed by the Audit Committee. Additionally, the in-house Internal Audit team conducted regular audits of specific processes. The findings and recommendations from these audits, along witRs.the corrective actions initiated, were discussed witRs.the Management and reviewed by the Audit Committee. The Audit Committee also assessed the adequacy and effectiveness of internal controls in place.

28.4 No instances of fraud were reported to the Audit Committee by the Auditors in accordance witRs.Section 143(12) of the Companies Act, 2013 and the rules prescribed. Therefore, no disclosure is required under Section 134(3)(ca) of the Companies Act, 2013.

29. BOARD OF DIRECTORS & KEY MANAGERIAL

PERSONNEL:

29.1 The Board of your Company at the beginning of FY 2024-25 comprised of Six (6) Directors i.e. Three (3) Functional Directors, One (1) Government Nominee Director and Two (2) Independent Directors, all eminent personalities witRs.vast experience from diverse fields.

29.2 As on date of this Report, the Company has six (6) Directors i.e. Two (2) Functional Directors, One (1) Govt. Nominee Director and Three (3) Independent Directors.

29.3 During the year under review, the following changes in composition of Board of Directors/KMP was observed: Department of Defence Production, Ministry of Defence vide letter No. 5/1(2)/2018/D(NS) dated February 26, 2024 conveyed the approval of competent authority for re-employment of Dr. Sanjay Kumar Jha as Chairman & Managing Director of MIDHANI (DIN: 07533036) on contract basis for a period of Ten (10) months beyond the age of his superannuation i.e. w.e.f. MarcRs.1, 2024 upto December 31, 2024 or till regular incumbent joins the post or until further orders, whichever is the earliest. The tenure of Dr. Sanjay Kumar Jha as Chairman & Managing Director ended on December 31, 2024. Department of Defence Production, Ministry of Defence vide letter No. 8 (32)/2019- D (Coord/ DDP) dated December 10, 2024, 2024 conveyed appointment of Shri Amit Satija (DIN:08989543) Joint Secretary (Defence Industries Promotion) as Govt. Nominee Director in place of Shri ShalabRs.Tyagi (Joint Secretary – Personnel & Co-ordination) (DIN: 10042888) witRs.effect from December 10, 2024, 2024. Further, his appointment as Govt. Nominee Director is subject to shareholders approval at ensuing Annual General Meeting.

The tenure of Shri Valluri Chakrapani (DIN: 00867270) as Independent Director of MIDHANI ended w.e.f. December 24, 2024.

DepartmentofDefenceProduction,MinistryofDefence vide letter No. 5/1 (2)/2018/D(NS) dated December 19, 2024 conveyed entrustment of Additional Charge of Chairman & Managing Directors post to Shri Gowri Sankara Rao Naramsetti, Director (Finance) & CFO (DIN: 08925899) for a period of three months or until further or till regular incumbent joins the post. He held additional charge as Chairman & Managing Director from January 1, 2025 till April 27, 2025.

Department of Defence Production, Ministry of Defence vide letter No. 11(70)/2021/Misc./D(NS) dated April 18, 2025 conveyed the re-appointment of Smt. V. T. Rema (DIN: 09561611) on the Board of MIDHANI as Independent Director for a period of one-year w.e.f. April 18, 2025 or until further order by MoD (whichever is earlier). Department of Defence Production, Ministry of Defence vide letter No. 11(70)/2021/Misc./D(NS) dated April 18, 2025 conveyed the appointment of Shri Ajay Kumar Chauhan (DIN: 09394953) on the Board of MIDHANI as Independent Director for a period of one-year w.e.f. April 18, 2025 or until further order by MoD (whichever is earlier). Department of Defence Production, Ministry of Defence vide letter No. 11(70)/2021/Misc./D(NS) dated April 18, 2025 conveyed the appointment of Ms. Aruna Sarap (DIN: 09583629) on the Board of MIDHANI as Independent Director for a period of one-year w.e.f. April 18, 2025 or until further order by MoD (whichever is earlier). Further, their appointment as Independent Directors is subject to shareholders approval at ensuing Annual General Meeting.

Department of Defence Production, Ministry of Defence vide letter No. F.No. 5/1 (1)/ 2022/ D (NS) dated April 15, 2025 conveyed the appointment of Dr. S. V. S. Narayana Murty (DIN: 11065319) as Chairman and Managing Director of the MIDHANI on immediate absorption basis witRs.effect from date of assumption of charge of the post till the date of his superannuation i.e., December 31, 2029 or until further order by MoD (whichever is earlier). He assumed charge as Chairman and Managing Director witRs.effect from April 28, 2025. Further, his appointment as Chairman and Managing Director is subject to shareholders approval at ensuing Annual General Meeting.

The tenure of Shri Gowri Sankara Rao Naramsetti, Director (Finance) and CFO (DIN: 08925899) and Shri T. Muthukumar, Director (Production and Marketing) (DIN: 09636771) ended on May 31, 2025 and June 30, 2025 respectively due to retirement. Department of Defence Production, Ministry of Defence vide letter no. F.No. 5/1(1)/2019/D(NS) dated June 3, 2025 conveyed approval of competent authority for entrustment of additional charge of the post of Director (Finance) to Dr. S. V. S. Narayana Murty, Chairman and Managing Director (DIN: 11065319) for an initial period three (3) months witRs.effect from June 1, 2025 or till regular incumbent joins the post or until further orders, whichever is the earliest.

Ministry of Defence, Department of Defence Production vide Letter No. F. No. 5/1(1)/2024/D(NS) dated July 17, 2025 conveyed approval of competent authority to appoint Smt. Madhubala Kalluri (DIN:11202794 ) as Director (Finance) of the Company witRs.effect date of assumption of Charge of post till August 31, 2027 (date of superannuation) or untill further orders by Ministry of Defence whichever is earliest. Smt. Madhubala Kalluri assumed Charge as Director (Finance) of the Company w.e.f. July 21, 2025. The Board at its Meeting held on August 13, 2025 designated Smt. Madhubala Kalluri as Chief Financial Officer i.e. Key Managerial Personnel under Section 203 of the Companies Act, 2013 till sucRs.time she holds office as Director (Finance) of the Company. The appointment of Smt. Madhubala Kalluri is subject to approval of Members at their ensuing Annual General Meeting.

Department of Defence Production, Ministry of Defence vide letter no. F.No. 5/1(2)/2020/D(NS) dated June 19, 2025 conveyed approval of competent authority for entrustment of additional charge of the post of Director (Production & Marketing) to Dr. S. V. S. Narayana Murty, Chairman and Managing Director (DIN: 11065319) for an initial period three (3) months witRs.effect from July 1, 2025 respectively or till regular incumbent joins the post or until further orders, whichever is the earliest.

29.4 Dr . S. V. S. Narayana Murty, Chairman and Managing Director (DIN: 11065319) would retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment.

29.5 The Notice of the 51^st Annual General Meeting (AGM) provides a brief resume, expertise, directorship details in other companies, and shareholding information of the Director(s) proposed for appointment/re-appointment at the AGM, in accordance witRs.Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations.

29.6 Performance Evaluation: Being a Government Company, the appointment/ re-appointment of Independent Directors is done by the President of India througRs.the Administrative Ministry. The evaluation of Independent Directors performance and their compliance witRs.the Independence criteria specified in the SEBI Listing Regulations is conducted by the Government of India througRs.its internal processes.

30. REMUNERATION POLICY:

30.1 MIDHANI is a Government of India owned Public Sector Enterprise under the administrative control of the Ministry of Defence. The Directors of the Company are appointed by the President of India and their remuneration is determined in accordance witRs.the Guidelines issued by DPE. As per Article 67 of MIDHANIs Articles of Association, the President of India is Competent Authority for appointing Directors and deciding their remuneration. Given that these appointments are made by the President of India, the evaluation of the performance of these appointees is also conducted by the Government of India.

30.2 The terms and condition of payment of sitting fees to Independent Directors and Govt. Nominee Director is available on the Companys website at https://midhani-india.in/policies/ .

30.3 Further, provisions of Section 178(2), (3) and (4) are not applicable on Company vide Ministry of Corporate Affairs notification dated June 5, 2015.

31. DECLARATION AND MEETING OF

INDEPENDENT DIRECTORS:

31.1 The Independent Directors of the Company have affirmed their compliance witRs.the independence criteria outlined in botRs.the Companies Act, 2013 and SEBI Listing Regulations. Additionally, they have fulfilled the requirements specified in Rule 6, Sub-rule 1 & 2 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

31.2 The Independent Directors have provided confirmation of their adherence to the "Code of Business Conduct and Ethics for Board Members and Senior Management" of the Company.

31.3 During FY 2024-25, one (1) meeting of the Independent Directors was conducted on December 23, 2024, in accordance witRs.the provisions of the Companies Act, 2013, and SEBI Listing Regulations.

32. DIRECTORS RESPONSIBILITY STATEMENT:

32.1 Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that: a. in the preparation of the Annual Accounts for the financial year ended MarcRs.31, 2025, the applicable Indian Accounting Standards (Ind AS) have been followed along witRs.proper explanations on the material departures; b. the Directors have sucRs.Accounting Policies have been selected and applied consistently and judgments and estimate have been made; that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. MarcRs.31, 2025; and of the Profit of the Company for the year ending on MarcRs.31, 2025; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance witRs.the provisions of the Companies Act 2013, as amended from time to time, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the accounts for the financial year ended on MarcRs.31, 2025 on a ‘going concern basis; e. the Directors have laid down proper internal financial controls in place and that sucRs.internal controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance witRs.the provisions of all applicable laws and that sucRs.systems are adequate and operating effectively.

33. AUDITORS:

33.1 Statutory Auditors: Comptroller and Auditor General (C&AG) of India appointed M/s Anjaneyulu & Co, Chartered Accountants, Hyderabad, [Firm Registration No. 000180S] as Statutory Auditors of the Company for conducting audit of accounts for the year ended MarcRs.31, 2025. The Report of Statutory Auditors on the Financial Statements for the financial year ended on MarcRs.31, 2025, is an unmodified opinion i.e., it does not contain any qualification, reservation or adverse remark.

33.2 Cost Auditor: Your Company is required to maintain cost records as specified by Central Government under section 148(1) of the Companies Act, 2013. Your Company appointed BVR & Associates, Cost Accountants, Hyderabad, [Firm Registration No 000453] as Cost Auditors for the FY 2024- 25 in terms of Section 148 of Companies Act, 2013, read witRs.the Companies (Cost Records and Audit) Rules, 2014.

33.3 Secretarial Auditor: In terms of Section 204 of the Companies Act, 2013 read witRs.the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company appointed D. Hanumanta Raju

& Co, Company Secretaries Hyderabad as Secretarial Auditors of the Company for the FY 2024-25. The Secretarial Audit Report forms part of Annual Report as Annexure – VIII along witRs.managements reply to the observations therein.

33.4 Internal Auditor: Your Company engaged Sagar & Associates. [Firm Registration No. 003510S] to conduct Internal Audit for FY 2024-25.

34. COMMENTS OF COMPTROLLER & AUDITOR

GENERAL OF INDIA:

The ‘Nil Comments certificate on the Accounts issued by the Comptroller and Auditor General of India for the year ended MarcRs.31, 2025 is placed in Annual Report after Statutory Auditors Report.

35. DISCLOSURES UNDER COMPANIES ACT, 2013:

35.1 Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

35.2 Particulars of loans given, investments made, guarantees / securities given: The details of investments made and loans/ guarantees/securities given, as applicable, are given in Notes No. 6, 7 and 14 of the Annual Financial Statements.

35.3 Board Meetings: During the financial year ended on MarcRs.31, 2025, the Board met eight (8) times on May 17, 2024, May 29, 2024, July 19, 2024, August 9, 2024, November 13, 2024, December 30, 2024, February 4, 2025 and MarcRs.19, 2025. For further details of these meetings, Members may please refer ‘Report on Corporate Governance whicRs.forms part of this Annual Report. 35.4 Board Committees: For details regarding Board Committees, Members may please refer ‘Report on Corporate Governance whicRs.forms part of this Annual Report.

35.5 Secretarial Standards: Your Directors state that the Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly followed by the Company.

36. GENERAL AFFIRMATIONS AND DISCLOSURES:

36.1 Y our Directors state that no disclosure is required in of the following matters, as there were no transactions/ events in relation thereto, during the year under review: a) Details relating to deposits covered under Chapter V of the Companies Act, 2013. b) Issue of equity shares witRs.differential rights as to dividend, voting or otherwise. c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme of the Company.

36.2 Your Directors further state that: a) there was no change in the share capital of the Company during the year under review. b) no material changes/commitments of the Company have occurred after the end of the FY 2024-25 and till the date of this report, whicRs.affect the financial position of your Company. c) no significant or material orders were passed by the Regulators or Courts or Tribunals whicRs.impact the ‘going concern status and Companys operations in future. d) during the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before National Company Law Tribunal or other court(s). e) The Company has complied witRs.the provisions relating to the constitution of Internal Complaints Committees under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. ACKNOWLEDGEMENT:

37.1 The Board of Directors wishes to extend its deepest gratitude for the unwavering support and cooperation received from various Government agencies. We acknowledge the Ministry of Defence, establishments under DRDO, and other Central and State Government agencies for their invaluable assistance. 37.2 The Board also sincerely appreciates the continuous support from our customers, vendors, bankers, the C&AG, statutory and internal auditors, the Chairperson of the Audit Committee, the Chairpersons of other sub-committees of the Board, as well as our advisers, consultants, and stakeholders. Your guidance and partnership have been instrumental to our progress throughout the year.

37.3 The Board extends its sincere gratitude to all employees of the Company for their outstanding contributions and unwavering cooperation. Your dedication and hard work have been key to our collective achievements.

37.4 Lastly, the Board extends its profound gratitude to our shareholders and investors for their steadfast trust and confidence in the Company. We look forward to your continued support, whicRs.will undoubtedly drive the Company towards even greater success in the future.

	For and on behalf of the Board of Directors
	Sd/-
	Dr. S. V. S. Narayana Murty
Place: Hyderabad	Chairman & Managing Director
Date : August 13, 2025	DIN: 11065319