Mold-Tek Technologies Ltd Directors Report

Dear Members,

Your Board of Directors ("the Board") take pleasure in presenting the Boards Report as a part of the 41^st (Forty First) Annual Report of Mold-Tek Technologies Limited ("the Company"), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors Report thereon for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Companys financial performance for the year ended 31^st March, 2025, is summarized below:

in Lakhs

	Standalone		Consolidated
Particulars	Year ended 31st	March	Year ended 31st	March
	2025	2024	2025	2024
Revenue from operations	12,899.83	14,617.23	14,584.90	16,074.18
Other Income	397.74	242.80	401.78	243.28
Total Income	13,297.57	14,860.03	14,986.68	16,317.46
Expenditure	10,972.68	10,440.50	12,633.18	11,877.74
Profit before exceptional items, finance costs, depreciation, and taxes	2,324.89	4,419.53	2,353.50	4,439.72
Less:
Finance Cost	69.95	92.50	69.95	92.50
Depreciation and Amortization	651.02	636.00	652.02	637.64
Profits before exceptional items and tax	1,603.92	3,691.03	1,631.53	3,709.58
Exceptional Items	0.00	0.00	0.00	0.00
Net Profit for the year before Taxes	1,603.92	3,691.03	1,631.53	3,709.58
Less: Provision for Taxes
Current Tax	399.60	912.93	399.60	913.080
Deferred Tax Assets	15.15	11.60	15.15	11.60
Prior Year tax	-	-	-
Profit after tax (PAT)	1,189.17	2,766.50	1,216.78	2,784.90
Other Comprehensive Income	(657.81)	(258.07)	(647.54)	(256.50)
Total Comprehensive Income for the year	531.36	2,508.43	569.25	2,528.40

2. PERFORMANCE HIGHLIGHTS : a) Standalone:

The Company has recorded total revenue of 12,899.83 Lakhs during the year as against 14,617.23 Lakhs in the previous year. The net profit after provision for tax is 1,189.17 Lakhs as against net profit after tax of 2,766.50 Lakhs in the previous year.

Civil and Structural Division achieved revenue of $ 14.340 Million in FY 2024-25, compared to $ 16.147 Million of the previous year. Mechanical Division achieved revenue of $ 2.926 Million in FY 2024-25, compared to $ 3.256 Million of the previous year.

The Management Discussion and Analysis report, which forms part of this report, showcases into the performance of each of the business divisions and the outlook for the current year. b) Consolidated: The Company has recorded total revenue of

14,584.90 Lakhs during the year as against

16,074.18 Lakhs in the previous year. The net profit after provision for tax is 1,216.78 Lakhs as against net profit after tax of 2,784.90 Lakhs in the previous year.

3. SUBSIDIARY COMPANY:

At the end of the year under review, the Company had one subsidiary namely "Mold-Tek Technologies Inc." USA. The financial position of the said company is given in the notes to Consolidated Financial Statements.

The Highlights of performance of subsidiary is as follows:

(Amount in Lakhs)

	Mold-Tek
Particulars
	Technologies Inc
Total Income	13,064.75
Total Sub Contract Expenses	11,478.92
Gross profit	1,585.83
Total Expenses	1,554.80
Net ordinary Income	0
Current Tax	1.53
Deferred Tax Liability	0
Profit after Tax	29.50

4. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Consolidated Financial Statements of the Company, including the financial details of the subsidiary company, forms part of this Annual Report as

Annexure-A.

The Consolidated Financial Statements have been prepared as per the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India (‘ICAI).

5. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review. The Company continued to engage in its principal line of business without any deviation.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of the Financial Year as on 31^st March, 2025, to which the financial statements relate and the date of this Report.

7. DIVIDEND:

The Board has recommended a final dividend of 1.00 per equity share having face value of 2.00 each (i.e. @ 50% per equity share of face value 2.00 each) for the financial year ended 31^st March, 2025 out of its current profits, subject to the approval of Members at the ensuing Annual General Meeting (hereinafter referred to as ‘AGM) of the Company. The dividend, as recommended by the Board, if approved at the ensuing AGM, will be paid to those Members, whose name shall appear on the Register of Members as on the Record Date as shall be mentioned in the Notice of AGM. If approved, the dividend shall be paid within 30 days from the date of declaration as per the relevant provisions of the Companies Act, 2013 (hereinafter referred to as ‘Act).

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

9. LISTING AND CUSTODIAN FEES:

The equity shares of the Company are listed at BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees were paid before the due date. The annual custodian fees have also been paid to the depositories before the due date.

10. SHARE CAPITAL:

10.1. The Particulars of share capital of the Company are as follows:

Particulars	Amount ()
Authorized share capital
(6,50,00,000 Equity Shares of	13,00,00,000
2.00 each)
Issued, subscribed and paid-up
share capital
	5,71,28,920
(2,85,64,460 Equity Shares of
2.00 each)

10.2. Shares allotted during the FY 2025:

(a) Public issue, rights issue, preferential issue:

No such shares were issued during the FY 2025. (b) Issue of Shares under ESOP: Your Company has allotted the following Equity Shares as per MTTL Employees Stock Option Scheme-2016:

			Number
Sr.	Date of		of Equity
		Scheme
No.	Allotment		Shares
			allotted
1.	3rd April,	MTTL Employees Stock	1,73,398
	2024	Option Scheme-2016
		Total	1,73,398

(c) Issue of Shares with differential rights as to dividend, voting or otherwise: There were no issue of equity shares with differential rights as to dividend, voting or otherwise.

(d) Issue of Sweat Equity Shares:

There were no issue of sweat equity shares during the FY 2025.

(e) Issue of Bonus Shares:

No Bonus Shares were issued during the FY 2025. (f) Buy-back of Shares: No shares were bought back during the FY 2025.

11. EMPLOYEE STOCK OPTION SCHEME:

The Company in terms of the Mold-Tek Technologies Limited, Employees Stock Option Scheme-2016 which was approved by the members of the company in the 32^nd Annual General Meeting of the company held on 19^th September, 2016, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, had made the 1^st tranche of granting of 5,00,000 options, as approved by the Nomination and Remuneration Committee/Board in its meeting held on 1^st August, 2018 and a 2^nd tranche of granting of 6,00,495 (Comprises of 1,00,495 Stock Options added back to the Shares Pool as per the Scheme) options under this scheme, as approved by the Nomination and Remuneration Committee/Board in its meeting held on 23^rd February, 2022, respectively.

During the financial year under review the Board vide a Board Resolution passed on the 3^rd April, 2024, has vested 1,73,398 options (out of 2^nd tranche of granting of 6,00,495 options). The necessary disclosure /Outcome of the Board Resolution Passed by the Board of Directors on 3rd April, 2024, was given to the stock exchange(s). There have been no changes in the Scheme.

The certificate from the Secretarial Auditor on the implementation of the 2016 Plan in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) ("SEBI SBEB Regulations"), has been uploaded on the website of the Company at https://www.moldtekengineering. com/investors/ The 2016 Plan is being implemented in accordance with the provisions of the Act and SEBI SBEB Regulations. The details of the stock options granted under the 2016 Plan and the disclosures in compliance with SEBI SBEB Regulations and Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure-B and are available on the website of the Company at https://www.moldtekengineering.com/investors/ Further, the Nomination and Remuneration Committee and the Board of Directors of the Company, at their meeting held on 29^th August, 2025, have approved the introduction of an Employee Stock Option Scheme titled ‘MTTL Employee Stock Option Scheme 2025 (‘MTTL ESOS 2025" / "Scheme"), subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The detailed terms and conditions of the proposed "Scheme" are set out in the Notice convening the ensuing Annual General Meeting, which forms an integral part of Annual Report for FY 2024-25.

12. VIGIL MECHANISM – WHISTLE BLOWER POLICY: The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimisation of employees who avail of mechanism. No person has been denied access to the Chairperson of the audit committee.

The Whistle blower Policy is available on the website of the company. The web-link for the same has been disclosed separately in the Report on Corporate Governance which forms part of this Annual Report.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: Particulars of loans given, investments made, guarantees given and securities provided are provided along with the purpose for which the loan, guarantee, or security is proposed to be utilised by the recipient are provided in the notes to Financial Statements which forms part of this Annual Report.

14. RELATED PARTY TRANSACTIONS:

The company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. The information on transactions with related parties pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed to this report. Kindly refer to Annexure C.

The other requisite details as required by Sections 134 & 188 of the Act and Regulation 23, 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate Governance and Financial Statements.

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (LODR) Regulations, 2015.

Appointments/Retirements/Re-appointments and Change in Designation during the financial year (Including those made after the end of financial year and the date of this report): (i) Retirements and re-appointments during the financial year:

(a) Mr. P. Venkateswara Rao (DIN: 01254851) & Mr. J. Bhujanga Rao (DIN: 08132541), Non-Executive Directors of the Company were re-appointed as Director of the Company (who retired by rotation and being eligible, offered themselves for re-appointment as a Director) in the Annual General Meeting held on 26^th September, 2024.

(b) Mr. K. Sobhana Chalam (DIN: 08715430) was re-appointed as an Independent Director of the Company, in the Annual General Meeting held on 26^th September, 2024 for a for a further period of five (5) years w.e.f. 11^th March, 2025 to hold office till 10^th March, 2030.

(c) Mr. Ponnuswamy Ramnath (DIN: 03625336) and Mr. Eswara Rao Immaneni (DIN: 08132183) were appointed as an Independent Director of the Company, in the Annual General Meeting held on 26^th September, 2024 for a for a term of 5 consecutive years with effect from 21^st August, 2024 to 20^th August, 2029.

(d) Mrs. J. Sudharani (DIN: 02348322) was reappointed as Whole-Time Director of the Company, in the Annual General Meeting held on 26^th September, 2024 for a further period of five (5) years w.e.f. 1^st April, 2025 to hold office till 31^st March, 2030.

(e) Dr. Venkata Appa Rao Kotagiri (DIN: 01741020) and Mr. Vasantkumar Roy Chintamaneni (DIN: 01102102) ceased to be Independent Directors of the Company upon completion of their second term of 5 (Five) consecutive years on 29^th September, 2024. (ii) Retirements, re-appointments and Regularization after the end of financial year and the date of this report:

(a) In accordance with the provisions of Section 152 of the Act, Mrs. J Sudharani (DIN : 02348322), Whole-Time Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

16. KMP AS AT THE END OF THE FINANCIAL YEAR:

Following are the KMPs of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at 31^st March, 2025:

Sl.
	Name of the KMP	Designation
No.
1.	Mr. J. Lakshmana Rao	Chairman and
		Managing Director
2.	Mrs. J. Sudharani	Whole-Time Director
3.	Mr. K.V.V. Prasad Raju	Chief Executive Officer
4.	Mr. D. Sarveswar Reddy	Chief Financial Officer
5.	Mr. T. Vikram Singh	Company Secretary and
		Compliance Officer

Change in KMP of the Company - During the financial year (Including those made after the end of financial year and the date of this report), following changes are took place in the composition of KMP of the Company: (i) Mrs. J. Sudharani (DIN: 02348322) was reappointed as Whole-Time Director of the Company in the Annual General Meeting held on 26^th September, 2024 for a further period of five (5) years w.e.f. 1^st April, 2025.

(ii) Mr. D. Sarveswar Reddy was appointed as Chief Financial Officer of the Company w.e.f. 30^th April, 2024.

(iii) Mr. T. Vikram Singh has resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 31^st day of July, 2025.

(iv) Mr. Prateek Kumar Tiwari was appointed as the Company Secretary and Compliance Officer of the Company with effect from 8^th day of August, 2025. The details about the composition of board, KMP and the committees of the board can be found at the Report of Corporate Governance, which forms part of this report.

17. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may be accessed on the Companys website at the following link: https://www.moldtekengineering.com/investors/

The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

18. CODE OF CONDUCT FOR EMPLOYEES AND BUSINESS ETHICS AND CODE OF CONDUCT FOR BOARD MEMBERS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT: The Company has formulated a Code of Conduct for Employees and Business Ethics and Code of Conduct for Board Members, Key Managerial Personnel & Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code.

19. DECLARATION OF INDEPENDENCE OF DIRECTORS: The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Act that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI LODR Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank as on the date of this Report.

20. BOARD EVALUATION AND ASSESSMENT:

In accordance with the provisions of the Companies Act and the SEBI Listing Regulations, the Independent Directors conducted a meeting to evaluate the performance of the Executive Directors. This evaluation considered inputs from both Executive and Non-Executive Directors. The Board, as a whole, also assessed the quality, quantity, and timeliness of the information flow between the Companys Management and the Board. The evaluation process covered several aspects of the functioning of the Board and its Committees, including their composition, experience, competencies, fulfilment of duties, and governance practices. Additionally, a separate assessment was undertaken to evaluate individual Directors based on parameters such as attendance, contribution to discussions, and the exercise of independent judgment.

Furthermore, in line with the prescribed criteria and methodology for annual performance evaluation, the Board carried out a comprehensive review of the performance of the Board, its Committees, and each individual Director. For the financial year 2024–25, all members of the Board and its Committees were found to meet the established performance benchmarks.

The Board expressed satisfaction with the overall functioning and effectiveness of the Board and its Committees.

Further details of the evaluation process are provided in the Report on Corporate Governance, which forms an integral part of this report.

21. BOARD MEETINGS DURING THE YEAR:

During the year under review, Six (6) meetings of the board were held, the details of which have been disclosed in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

22. COMMITTEES OF THE BOARD:

As required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as on 31^st March, 2025, the Board has the following committees: (i) Audit Committee; (ii) Nomination and Remuneration Committee; (iii) Stakeholders Relationship Committee; (iv) Corporate Social Responsibility Committee. During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the various committees is provided in the report on Corporate Governance, which forms part of this report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with Section 135 of the Act the Company has undertaken Corporate Social Responsibility (CSR) activities and programmes as provided in the CSR Policy of the Company and as per the Annual Action Plan. The Company has spent the entire 2% of the net profits earmarked for CSR projects during the year under review. A report on CSR pursuant to Section 135 of the Act and Rules made thereunder is annexed herewith as Annexure-D.

24. ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at https://www. moldtekengineering.com/

25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars relating to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are enclosed to this report. Kindly refer to Annexure-E.

26. PARTICULARS OF EMPLOYEES AND RELATED

DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-F which forms part of this Report. The statement containing particulars of employees pursuant to Section 197 of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report in accordance with the provisions of Section 136 of the Act. Copies of the said statement are available at the registered office of the Company during the designated working hours from 21 days before the AGM till the date of the AGM. Any member interested in receiving the said statement may write to the Company Secretary, stating their Folio No./DPID & Client ID.

27. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 during the Financial Year 2024-25 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI Listing Regulations, a report on Management Discussion & Analysis is enclosed to this report. Kindly refer to Annexure-G.

30. AUDITORS: a) Statutory Auditors:

At the 38^th (Thirty Eighth) Annual General Meeting (AGM) held on 30^th September, 2022, the members had approved the appointment of M/s. Praturi & Sriram, Chartered Accountants, (Firm Registration Number 0027395) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 43^rd (Forty Third) AGM. b) Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has, based on the recommendation of Audit Committee approved the appointment of Mr. Ashish Kumar Gaggar, Practicing Company Secretary (Membership No. FCS 6687), a peer reviewed practicing company secretary as Secretarial Auditor of the Company for a period of five years, i.e., from 1^st April, 2025 to 31^st March, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM. c) Internal Auditors: The Board has appointed M/s. M. Anandam & Co., Chartered Accountants as internal auditors of the Company with effect from 31^st October, 2022. The said Internal Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

31. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT: a) Statutory Auditors Report: The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer The Report is enclosed to the financial statements in this Annual Report. b) Secretarial Auditor Report: The Company has undertaken an audit for the Financial Year 2024-25 as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Secretarial Auditor Report for Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is enclosed to this Report. c) Instances of fraud reported by the Auditors: During the year under review, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Act to the Central Government or the Audit Committee under section 143(12) of the Companies Act.

d) Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2024-25 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Ashish Gaggar, practicing company secretary for the financial year ended 31^st March, 2025 has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and forms part of this Report.

32. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY: As on 31^st March, 2025, the Company does not have a material unlisted subsidiary, incorporated in India, which requires Secretarial Audit to be conducted pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for the Financial Year 2024-25.

33. CODE FOR PREVENTION OF INSIDER TRADING:

The Company adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Companys website at https:// www.moldtekengineering.com/ The Company is maintaining Structured Digital Database (‘SDD), for monitoring the dealings in the securities of the Company by the promoters, directors and designated persons including immediate relative and also to keep record of the persons with whom the unpublished price sensitive information of the Company has been shared internally or externally until it becomes public.

34. INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 01, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (‘Ind AS) as notified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA) and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI"). There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review.

35. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS: In terms of Section 118(10) of the Companies Act, 2013, the Company complies with Secretarial Standards I and II, relating to the ‘Meetings of the Board of Directors and ‘General Meetings, respectively as issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government.

36. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

37. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED: The information as required to be provided under Schedule V Para C clause 10 (m) of the SEBI Listing Regulations forms part of the report on Corporate Governance enclosed to the Annual Report.

38. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY: The information as required to be provided under Schedule V Para C clause 10 (n) of the SEBI Listing Regulations forms part of the report on Corporate Governance enclosed to the Annual Report.

39. ADEQUACY OF INTERNAL FINANCIAL CONTROLS: In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

Details in respect of adequacy on internal financial controls concerning the Financial Statements are stated in the Management Discussion and Analysis Section which forms part of this Annual Report.

40. INVESTOR RELATIONSHIP:

Investor relations are a critical function within a company that focuses on building and maintaining relationships with its investors and stakeholders. It serves as the bridge between the Companys management team and its shareholders, analysts, and the broader investment community. The primary goal of investor relations is to effectively communicate the Companys financial performance, strategic direction, and key developments to the investment community. Investor relations activities play a vital role in managing the flow of information between the Company and its investors. This disseminates accurate and timely information, such as financial reports, earnings releases, and regulatory filings, to ensure transparency and compliance. The Companys officials participate in investor conferences and earnings calls, where they provide updates on the Companys performance and address questions and concerns from investors. Another crucial aspect of investor relations is building and maintaining relationships with shareholders and analysts. Overall, investor relations is a critical function that helps companies establish and maintain productive relationships with their investors and the broader investment community and also contribute to enhancing the Companys reputation, maximizing shareholder value and supporting its long-term growth objectives.

41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS: The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The company ensures that it provides a harmonious and cordial working environment to all its employees. To ensure good human resources management, the Company focused on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill- development programs, engagement and volunteering programs. The Company has put in continued efforts in building capabilities of Human Resources with adoption of specific and targeted interventions. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on Key Result Areas are in place for all employees.

The Company is committed to nurture, enhance and retain talent through superior Learning & Organizational Development.

42. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS: There were no such incidents occurred during the Financial Year 2024-25.

43. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

44. CORPORATE GOVERNANCE:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under the SEBI Listing Regulations forms part of the Annual Report.

Full details of the various board committees are also provided therein along with Auditors Certificate regarding compliance of conditions of corporate governance.

45. SIGNIFICANT AND MATERIAL ORDERS:

There are no orders passed by the regulators/courts/ tribunals impacting the going concern status and Companys operations in future.

46. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on 31^st March, 2025 to which the Financial Statement relate and the date of this Report.

47. CEO/CFO CERTIFICATION:

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have certified to the Board in accordance with Regulation 17(8) of the SEBI LODR pertaining to CEO/CFO certification for the year ended 31^st March, 2025. Kindly refer to Annexure-H.

48. RISK MANAGEMENT:

The Company has established a Risk Management Policy, including a Risk Assessment and Minimization Procedure, aimed at identifying and addressing various risks associated with its business operations. The Board of Directors and Senior Management periodically review this policy and implement appropriate measures to mitigate identified risks. Based on the current evaluation, the Board is of the opinion that there are no risks which threaten the continued existence of the Company. Nevertheless, certain inherent risks, typical of the industry in which the Company operates, are discussed in detail in the Management Discussion and Analysis section of this Report. Furthermore, the Company has taken comprehensive insurance coverage to safeguard its assets and manage potential risks effectively.

49. RISK MANAGEMENT POLICY:

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. At present the Company has not identified any element of risk which may threaten the existence of the company.

50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: The Company has not made any such valuation during the financial year 2024-25.

51. WEB-LINKS OF VARIOUS POLICIES:

The various policies adopted by the Company can be found at web-link: https://www.moldtekengineering. com/investors/

52. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH): In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace. The Company has constituted Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed off during the financial year 2024-25 are as follows: a) Number of complaints filed during the financial year 2024-25: Nil b) Number of complaints disposed off during the financial year 2024-25: Nil c) Number of complaints pending as on end of the financial year 2024-25: Nil

53. MATERNITY BENIFIT:

Your Company is in compliance of the Maternity Benefit Act, 1961.

54. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends that are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of seven years from the date of the declaration of dividend are transferred to IEPF. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are also transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company transferred such unpaid or unclaimed dividends and corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of 2,73,206.40/- to the IEPF, the amount of dividend which was unclaimed/ unpaid for a period of seven years, declared for the financial year 2016-17. During the financial year 2024-25, the Company has transferred 23,250 shares in respect of which dividend has not been paid or claimed for seven consecutive years or more pursuant to Section 124 of the Act to the IEPF. Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.

The dividend declared for the financial year ended 31 March 2018 and which remains unpaid/ unclaimed is due to be transferred to IEPF within statutory timelines, upon expiry of the period of seven years.

Further the shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be transferred to IEPF. Shareholders are requested to ensure that they claim the unpaid dividends referred to above before the dividend and shares are transferred to the IEPF pursuant to the provision of Section 124 of the Act.

55. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the commitment extended by the employees of the Company and its Subsidiary during the year. Further, the Directors also wish to place on record the support which the Company has received from its promoters, shareholders, bankers, business associates, vendors, government(s) and clients/customers of the Company.

Form AOC-1

[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014]

Statement containing salient features of the Financial Statement of Subsidiaries or Associate Companies or Joint Ventures Part A: Subsidiaries

Information in respect of each subsidiary to be presented with amounts in lakhs

S.No.	Particular	Details
1.	Name of the Subsidiary	Mold-Tek Technologies Inc.
2.	The date since when subsidiary was Acquired	12th February, 2009
3.	Reporting period for the subsidiary concerned, if different from the holding	NA
	companys reporting period.
4.	Country	United States of America
5.	Reporting currency and Exchange rate as on the last date of the relevant Financial	USD & Exchange rate taken as
	year in the case of foreign subsidiaries.	85.58 per $
6.	Share capital	34.30
7.	Reserves and surplus	248.60
8.	Total assets	2,275.70
9.	Total Liabilities	1,992.80
10.	Investments	Nil
11.	Turnover	13,064.75
12.	Profit before taxation	31.03
13.	Provision for taxation	1.53
14.	Profit after taxation	29.50
15.	Proposed Dividend	Nil
16.	Extent of shareholding (in percentage)	100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations : Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year : Not Applicable

DISCLOSURE IN RELATION TO MTTL EMPLOYEE STOCK OPTION SCHEME - 2016

[Pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") and Section 62(1)(b) of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014] All the relevant details of the Companys Employee Stock Option Scheme are provided below and are also available on website of the Company at https://www.moldtekengineering.com/investors/

(A) Relevant disclosures in terms of the Accounting Standards prescribed by the Central Government and Section 133 of the Companies Act, 2013 including the ‘Guidance note on accounting for employee share based payments issued in that regard from time to time:

Refer Note No. 39 forming part of the standalone financial statements and Note No. 39 of the consolidated financial statements for the financial year 2024-25. Please note that the said disclosure is provided in accordance with Indian Accounting Standards (Ind AS) 102 – Share Based Payment.

(B) Diluted EPS on issue of shares pursuant to all the schemes covered under the Regulations shall be disclosed in accordance with ‘Indian Accounting Standard 33 - Earnings Per Share issued by the Central Government or any other relevant Accounting Standards as issued from time to time: Refer Note No. 37 forming part of the standalone financial statements and Note No. 37 of the consolidated financial statements for the financial year 2024-25. Please note that the said disclosure is provided in accordance with Indian Accounting Standards (Ind AS) 33 – Earnings per share.

(C) Details related to MTTL Employee Stock Option Scheme – 2016 (MTTL ESOS-2016): (i) General terms and conditions of MTTL ESOS-2016:

Sr.No.	Particulars	Details of MTTL ESOS-2016
1.	Date of shareholders approval	19th September, 2016
2.	Total number of options approved	10,00,000 Stock Options
3.	Vesting requirements	Commences at the expiry of one year from the date of grant.
		The vesting will be in accordance with the MTTL ESOS-2016 and SEBI
		(SBEB & SE) Regulations, 2021 as in effect from time to time.
4.	Exercise price or pricing formula	Exercise price for the purpose of the grant of options shall be the price
		as reduced up to 50% of the closing market price of the equity shares of
		the company available on the Stock Exchange on which the shares of the
		company are listed, on the date immediately preceding the Grant Date,
		subject to minimum of the face value of Equity Share. If equity shares are
		listed on more than one stock exchange, then the closing price on the
		stock exchange having higher trading volume shall be considered at the
		closing market price.
5.	Maximum term of options granted	3 Years
6.	Source of shares (primary, secondary	Primary
	or combination)
7.	Variation of terms of options	Nil

(ii) Method used to account for ESOS: Fair Value Method

(iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed: Not Applicable

(iv) Option movement during the year:

Sr.No.	Particulars	Details
1.	Number of options outstanding at the beginning of the period	4,50,371
2.	Number of options granted during the year	Nil
3.	Number of options forfeited / lapsed during the Year	*6,750
4.	Number of options vested during the year	1,73,998
5.	Number of options exercised during the year	1,73,398
6.	Number of shares arising as a result of exercise of options	1,73,398
7.	Money realized by exercise of options (), if scheme is implemented directly by the company	1,17,91,064
8.	Loan repaid by the Trust during the year from exercise price received	NA
9.	Number of options outstanding at the end of the Year	2,70,223
10.	Number of options exercisable at the end of the year	Nil

*6,150 no. of options lapsed due to resignation of employees (not vested and lapsed) and 600 no. of options lapsed due to non-exercise of options by the employees (vested but not exercised and thus lapsed). Hence, the total no. of options lapsed is 6,750.

(v) Weighted-average exercise price and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock: Not Applicable.

(vi) Employee wise details of options granted to: a) Senior Management:

			Number of Options Granted
Sr.No.	Name	Designation		Exercise Price ()
			during the year
1.	K.V.V. Prasad Raju	Chief Executive Officer	6,000	68.00

b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year:

Sr.No.	Name	Designation	Number of Options Granted	Exercise Price ()
		Nil

c) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant:

Sr.No.	Name	Designation	Number of Options Granted	Exercise Price ()
		Nil

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model: Not Applicable b) the method used and the assumptions made to incorporate the effects of expected early exercise: Not Applicable. c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility: Not Applicable. d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition: Not Applicable.

(viii) Disclosures in respect of grants made in three years prior to IPO under each ESOS: Not Applicable

Note: There is no change in the MTTL ESOS-2016 Scheme since its implementation and the MTTL ESOS-2016 Scheme is in compliance with the SEBI (SBEB & SE) Regulations, 2021.

ANNEXURE - C

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013, including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis:

The company has not entered into any contract or arrangement or transaction with its related parties which is not at arms length during financial year 2024-25.

2. Details of material contracts or arrangements or transactions at Arms length basis:

S. No.1	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mold-Tek Technologies Inc., USA
		Wholly Owned Subsidiary
b)	Nature of contracts/arrangements/ transaction	Sale/Supply of Services
c)	Duration of the contracts/ arrangements/ transaction	The transactions are ongoing and existing prior to
		commencement of the Companies Act, 2013
d)	Salient terms of the contracts or arrangements or	Engineering Services rendered for the year 2024-25
	transactions including the value, if any	amounting to 11,372.21 Lakhs
e)	Date of approval by the Board, if any	Not applicable as these are at arms length basis and in
		the ordinary course of the business.
f)	Amount paid as advances, if any	Nil
S. No.2	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mr. PSN Vamsi Prasad
		Son-in-law of Mr. J Lakshmana Rao, Chairman and
		Managing Director & Mrs. J Sudha Rani, Whole-Time
		Director
b)	Nature of contracts/arrangements/ transaction	Employee - Office of Place of Profit
c)	Duration of the contracts/ arrangements/transaction	Employment relationship
d)	Salient terms of the contracts or arrangements or	Salary paid during the FY 2024-25 is 64.42 Lakhs
	transaction including the value, if any
e)	Date of approval by the Board	Dates of Approval by the Board: 31.08.2019 &
		02.09.2021
		Dates of Approval by Members/ Shareholders:
		30.09.2019 & 30.09.2021
f)	Amount paid as advances, if any	Nil
S. No.3	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Mrs. J. Sathya Sravya
		Daughter of Mr. J Lakshmana Rao, Chairman and
		Managing Director & Mrs. J. Sudha Rani, Whole-Time
		Director
b)	Nature of contracts/arrangements/ transaction	Vice President in Mold-Tek Technologies Inc. (USA), a
		Wholly Owned Subsidiary of the Company, Deemed to
		be an Office or Place of Profit
c)	Duration of the contracts/ arrangements/transaction	Employment relationship
d)	Salient terms of the contracts or arrangements or	Salary paid during the FY 2024-25 is 19.52 Lakhs
	transaction including the value, if any
e)	Date of approval by the Board	Dates of Approval by the Board: 29.08.2024
f)	Amount paid as advances, if any	Nil

ANNEXURE – D

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended]

1. A Brief outline on the Company s Corporate Social Responsibility ("CSR") Policy:

Mold-Tek Technologies Limited is committed to improve the lives of the society in which it operates. The Company believes in "looking beyond business" and strives to create a positive impact on the communities it serves and on the environment. The Company is committed not just to profits, but also towards leaving a deeper imprint on the society as a whole. We understand that there is a need to strike a balance between the overall objectives of achieving corporate excellence visa-vis the companys responsibilities towards the community.

2. The Composition of the CSR Committee:

Sl. No. Name of the Director	Designation/Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1. Mr. Lakshmana Rao Janumahanti	Chairman, Managing Director	2	2
2. Mr. Subramanyam Adivishnu	Member, Non-Executive Director	2	1
3. Mr. Venkateswara Rao Pattabhi	Member, Non-Executive Director	2	2
4. Mr. Sobhana Chalam Kesaboina	Member, Independent Director	2	2

3. Web link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company: The details can be found at: https://www.moldtekengineering.com/investors/

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) : Not applicable

5. (a) Average net profit of the company as per sub-section (5) of section 135:

CSR Computation for FY 2024 -25 (Amount in )

Particulars	FY 2021-22	FY 2022-23	FY 2023-24
Net profit for deciding the CSR criteria	18,21,39,161	40,23,81,577	39,78,67,194
Average Profit for preceding 3 years			32,74,62,644
CSR @2%			65,49,253

(b) Two percent of average net profit of the company sub-section (5) of section 135: 65,49,253 (c) Surplus arising out of the CSR projects or programs 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): 65,49,253

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):

The details of the amount spent on CSR Projects is detailed below for Ongoing Projects and other than Ongoing Projects respectively: (i) Details of CSR amount spent against ongoing projects for the financial year: Nil

(ii) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2)	(3)	(4)	(5)		(6)	(7)	(8)
Sl. No. Name of the Project	Item from the list of activities in Schedule	Local area (Yes/	Location of the project		Amount spent for the project	Mode of imple- menta- tion -	Mode of implementation - Through implementing agency
	VII to the Act	No)	State	District	(in )	Direct (Yes/No)	Name	CSR registration number
1. Promoting Education in collaboration with United Way of Hyderabad – Implementing Agency	Item No. (ii) of the Schedule VII	Yes	Telangana, Andhra Pradesh, Maharastra	NA	33,98,500	No	United Way of Hyderabad	CSR00001263
2. Promoting Education in collaboration with M. Venkatarangaiya Foundation – Implementing Agency	Item No. (ii) of the Schedule VII	Yes	Telangana, Andhra Pradesh, Karnataka	NA	31,50,753	No	M. Venkata- rangaiya Foundation	CSR00011382
	Total				65,49,253

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: 65,49,253 (e) CSR amount spent or unspent for the Financial Year:

		Amount Unspent (in )
Total Amount Spent for the Financial Year 2024-25 (in )	Total Amount transferred to Unspent CSR Account as per subsection (6) of section 135		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
65,49,253	Nil	NA	NA	NIL	NA

(f) Details of excess amount for set off, if any: Nil

7. Details of Unspent CSR amount for the preceding three financial years:

Preced- ing Fi- nancial Year	Amount transferred to Unspent CSR Account under sec-	Amount in Unspent CSR Account under subsection (6) of section	Amount spent in the reporting Financial	Amount transferred to any fund specified under Schedule VII as per section 135(5), if any			Amount re- maining to be spent in Succeeding financial	Defi- ciency, if any
	tion 135 (6) (in )	135 (in )	Year (in )	Name of the Fund	Amount (in )	Date of transfer	Years (in )
2023-24	Nil	Nil	Nil	-	-	-	Nil	NA
2022-23	Nil	Nil	Nil	-	-	-	Nil	NA
2021-22	Nil	Nil	Nil	-	-	-	Nil	NA
Total	Nil	Nil	Nil		-		Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

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): NA

Your directors state that the Company has spent an amount of 65,49,253/- so disbursed for the Corporate Social Responsibility activities of the Company for the Financial Year 2024-25 and therefore disclosing the reasons for not spending the prescribed CSR expenditure is not applicable.

Annexure - E

[Pursuant to Section 134 (3) (m) of The Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014] (A) Conservation of energy-

Your Company continues to be conscious of the environmental impact on the business and continues to improve on its fuel efficiency through various initiatives in this area.

Energy conservation is a very important part of energy planning and its management. This not only saves energy resources for future but also avoids wasteful utilization of energy. Energy conservation initiatives provide solution to the energy crisis, environmental degradation and pollution.

In the short run, the only solution to the growing energy deficit is to facilitate good energy saving measures through conservation of power, fuel and water. As industries are the major gutters/ consumers of these resources, the onus should lie on the industrial sector to limit &minimize its demand for energy. The need of the hour is to conserve and preserve the energy resources for future of the mankind.

Steps taken for conservation of energy

• Monitoring and analysis of energy consumption on periodic basis;

Replacement of conventional tubes and bulbs with LED;

Monitoring, benchmarking and selection of energy intensive equipment only;

Share and implement best energy saving practices.

Steps taken by the company for utilizing alternate sources of energy: Nil

Capital investment on energy conservation equipment: No direct identifiable investment pertaining to conservation of energy was done during the year. Hence the amount of investment cannot be directly measured.

(B) Technology absorption-

Specific Areas in which R&D was carried out by the Company	Nil
Benefits derived as a result of the above	Nil
Future plan of Action	Company is in the process of taking appropriate measures
	in this regard
Expenditure on R&D	Nil

(C) Foreign exchange earnings and Outgo- in lakhs

	2024-25	2023-24
FOB value of exports
- Engineering Services	12,880.98	14,617.23
Foreign Exchange Earnings	15,643.50	13,645.93
Foreign Exchange Outgo	0	26.12

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

ANNEXURE - F PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 I. Disclosures as per Rule 5(1): a. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25:

			Ratio to median
Name of the Director	DIN	Designation
			remuneration
Executive Directors
J. Lakshmana Rao	00649702	Chairman & Managing Director	19.14
J. Sudharani	02348322	Whole-Time Director	24.63
Non-Executive/ Independent Directors
A. Subramanyam	00654046	Non-Executive Director	-
P. Venkateswara Rao	01254851	Non-Executive Director	-
J. Bhujanga Rao	08132541	Non-Executive Director	-
Dr. K.V. Appa Rao*	01741020	Independent Director	-
C. Vasant Kumar Roy**	01102102	Independent Director	-
T.N. Dhanraj Tirumala	01411541	Independent Director	-
K. Sobhana Chalam	08715430	Independent Director	-
V.R. Madhuri Viswanadham	08715322	Independent Director	-
P. Ramnath #	03625336	Independent Director	-
I. Eswara Rao $	08132183	Independent Director	-

* Mr. K. Venkata Appa Rao retired on account of Completion of tenure on 29^th September, 2024. ** Mr. C. Vasant Kumar Roy retired on account of Completion of tenure on 29^th September, 2024. # Mr. P. Ramnath was appointed as an Independent Director on 21^st August, 2024. $ Mr. I. Eswara Rao was appointed as an Independent Director on 21^st August, 2024 b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2024-25:

				% Increase in remuneration in
Name	Designation
				the financial year
J. Lakshmana Rao	Chairman & Managing Director			28.24%***
J. Sudharani	Whole-Time Director			1.58%
A. Subramanyam	Non-Executive Director			NA
P. Venkateswara Rao	Non-Executive Director			NA
J. Bhujanga Rao	Non-Executive Director			NA
Dr. K.V. Appa Rao*	Independent Director			NA
C. Vasant Kumar Roy**	Independent Director			NA
T.N. Dhanraj Tirumala	Independent Director			NA
K. Sobhana Chalam	Independent Director			NA
			% Increase in remuneration in
Name		Designation
			the financial year
V.R. Madhuri Viswanadham		Independent Director	NA
P. Ramnath #		Independent Director	NA
I. Eswara Rao $		Independent Director	NA
K.V.V. Prasad Raju		Chief Executive Officer	NA
D. Sarvesh		Chief Financial Officer	NA
T. Vikram Singh		Company Secretary	43.00%

* Mr. K. Venkata Appa Rao retired on account of Completion of tenure on 29^th September, 2024. ** Mr. C. Vasant Kumar Roy retired on account of Completion of tenure on 29^th September, 2024.

*** The Increase in remuneration is due to less perquisites availed in last Financial Year 2023-24 compared to Current Financial Year 2024-25 $ Mr. I. Eswara Rao was appointed as an Independent Director on 21^st August, 2024.

# Mr. P. Ramnath was appointed as an Independent Director on 21^st August, 2024. c. The percentage increase/(decrease) in the median remuneration of employees in the financial year 2024-25:

+12.76 % d. The Number of permanent employees on the rolls of the Company as on 31^st March 2025:- 1174 e. 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: The aggregate remuneration of employees excluding managerial personnel has increased by 10.5% over the previous financial year whereas the aggregate remuneration for KMPs increased by 8.77% over the previous financial year. This was based on the recommendation of the Nomination and Remuneration Committee to revise the remuneration as per industry benchmarks. There was no exceptional circumstance or increase for managerial personnel in the last financial year. f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. g. The key parameters for any variable component of remuneration availed by the executive directors: As per the resolution passed by the shareholders in the Annual General Meetings.