Power Mech Projects Ltd Directors Report

Dear Members,

Your directors have great pleasure in presenting the report on the Business and Operations of your Company ("the Company" or "PMPL"), along with the audited financial statements, for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

( H in Crores)

	Standalone		Consolidated
Particulars
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	4,435	4,059	5,234	4,206
Other income	66	28	45	28
Total Income	4,501	4,087	5,279	4,234
Total Expenditure	3,948	3,585	4,630	3,710
Profit before interest, depreciation and tax	553	502	649	524
Less: Depreciation	48	41	56	44
Less: Interest and Finance Charges	86	91	99	94
Share of Profit from JV and Associates	-	-	(3)	(4)
Profit before tax	419	370	491	382
Provision for taxes (including DTL)	118	129	143	134
Profit after tax	301	241	348	248
Profit attributable to equity holders of the parent	301	241	326	248
before OCI
Other Comprehensive Income	1	(2)	(2)	(26)
Total Comprehensive Income	302	239	346	222
Profits attributable to equity holders of parent after OCI	302	239	325	221
Dividend for the year	3.16	2.98	3.16	2.98
Reserves (Excluding Revaluation Reserve)	2,074	1,791	2,128	1,822
EPS (H) on face value of H10/- each	95	79	103	81
Book Value (H ) on face value of H 10/- each share	666	572	683	581

REVIEW OF OPERATIONS:

Your Company has achieved operational turnover of H4,435 Cr and Profit of H301 Cr during the FY 2024-25 as against previous year operational turnover of H4059 Cr and Profit of H241 Cr respectively.

Further, your Company has achieved consolidated Revenue from Operations of H5,234 Cr and profit of H348 Cr for the FY 2024-25 as against previous year operational turnover of H4,206 Cr and profit of H248 Cr respectively.

DIVIDEND

The Board of Directors of your Company in its meeting held on May 22, 2025, recommended a dividend @ 12.5% (H1.25per equity share of H10/- each) for the financial year 2024-25 after having considered ongoing and imminent commitments, subject to shareholders approval at the ensuing annual general meeting (AGM) and shall be subject to deduction of income tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended, the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://powermechprojects. com/codes-policies/

BONUS SHARES

Pursuant to the recommendation of the Board and subsequent approval of the shareholders, the Company issed bonus shares to the existing shareholders as on October 8, 2024, ("record date") by capitalizing the reserves, in a 1:1 ratio and the allotment of bonus shares was taken place on October 9, 2024. Thereafter, the both the Stock Exchanges granted the "Trading Approval" for the above said bonus shares effective from October 17, 2024.

SHARE CAPITAL

Authorised Capital:

Pursuant to the approval of the Sahreholders on September 27, 2024 the Authorised Capital of the Company has been increased to H35,00,00,000.

Paid-up Capital:

Subsequent to the allotment of equity shares pursuant to bonus issue in the ratio 1:1, the paid-up equity share capital of the Company stood at H31,61,62,920 comprising of 3,16,16,292 equity shares of H10/- each w.e.f October 9, 2024,

RESERVES

No amounts were proposed to be transferred to Reserves for the period under review.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

LISTING OF EQUITY SHARES

The securities of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further, the Company has no equity shares carrying differential rights.

The Company has paid Listing Fees for the Financial Year 2025-26, to each of the Stock Exchanges, where its equity shares are listed.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has following subsidiaries, associate Companies and joint ventures both in India and overseas within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries:

	Subsidiary Company
Hydro Magus Private Limited	Deoghar Ring Road Project Private Limited (D.O.I: 02-05-2025)
Power Mech Industri Private Limited	Surytna Projects Private Limited (D.O.I: 16-07-2025)
Power Mech BSCPL Consortium Private Limited	Kailash River Bed Minerals LLP
Power Mech SSA Structures Private Limited	Vindyavasini Mining Works LLP
Aashm Avenues Private Limited	Vanshika Mining Works LLP
KBP Mining Private Limited	Velocity Mining Works LLP
Energy Advisory and Consulting Services Private Limited	Power Mech Projects (BR) FZE, Nigeria
Kalyaneswari Tasra Mining Private Limited	Power Mech Projects Limited LLC, Oman
PMTS Private Limited	Power Mech Arabia Contracting Company, Saudi Arabia
Power Mech Environmental Protection Private Limited	PMTS Technology LLC, Dubai
PM Green Private Limited (D.O.I: 09-04-2025)	PMTS Inc., USA (D.O.I: 24-06-2025)
Joint Ventures	Associate Companies
GTA Power Mech Nigeria Limited	MAS Power Mech Arabia, Soudi Arabia
GTA Power Mech DMCC, Dubai	Power Mech LLC, Qatar

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Ind AS 110 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Act.

Pursuant to the provisions of Section 129(3) of the Act and Rule 8(1) of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries, in Form AOC-1 , is attached as Annexure-1 to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries are made available on the website of the Company at https://powermechprojects.com/subsidiaries/

Further, the Companys policy on determining the material subsidiaries, as approved by the Board is uploaded on the Companys website at https://powermechprojects.com/ codes-policies/

Subsidiaries:

Power Mech Industri Private Limited: One of the whollyowned subsidiaries of PMPL. It undertakes major job works through its state-of-the-art workshop in Noida. The machines of the workshop are working to full steam, undertaking critical jobs, meeting customers satisfaction and proceeding with further expansion in line with the need in the industry.

Power Mech SSA Structures Private Limited: One of the wholly-owned subsidiaries of PMPL, was established to undertake the project (Package-I) of providing necessary infrastructure viz. furniture and additional class rooms including library rooms & electrical facilities in all Government Schools, KGBVs & Bhavitha buildings under the scheme of Sarva Siksha Abhiyan.

Aashm Avenues Private Limited: One of the wholly-owned subsidiaries of PMPL, was established to undertake the project (Package-III) of providing necessary infrastructure viz. furniture and additional class rooms including library rooms & electrical facilities in all Government Schools, KGBVs & Bhavitha buildings under the scheme of Sarva Siksha Abhiyan.

Energy Advisory and Consulting Services Private Limited: One of the wholly-owned subsidiaries of PMPL, incorporated to provide specialized consulting and advisory services in the energy sector. The company caters to energy generation companies, power plants, and transmission utilities. Its expertise covers project development, performance improvement, and regulatory compliance.

Power Mech Environmental Protection Private Limited: One of the wholly-owned subsidiaries of PMPL, incorporated to carry on the business providing engineering, technical and consultancy services to power plants and other industrial plants in the areas of environmental management and effluent treatment.

PMTS Private Limited: One of the wholly-owned subsidiaries of PMPL, incorporated with the objective of exploring, developing, and implementing ERP software solutions etc. It focuses on creating customized enterprise applications to streamline operations and improve efficiency. It provides end-to-end solutions covering design, development, deployment, and support.

PM Green Private Limited: One of the wholly-owned subsidiaries of PMPL, incorporated in India to explore and develop opportunities in the renewable energy sector. The company focuses on solar power projects along with other emerging clean energy solutions. Its activities include project identification, development, and implementation across various renewable platforms. By promoting renewable energy adoption, it contributes to reducing carbon emissions. The company aims to play a vital role in Indias transition towards green and sustainable power.

Deoghar Ring Road Project Private Limited: One of the wholly-owned subsidiaries of PMPL, incorporated in India for executing the project "Construction of 4 lane Bypass to NH-114A Connecting NH-333 and NH-133 (Deoghar Bypass) from design km 0.00 to design Km 49.00 (Total Length ?€“ 49.00 km) in the state of Jharkhand on Hybrid Annuity mode

Power Mech Projects LLC: One of the wholly-owned subsidiaries of PMPL, incorporated in Oman to tap the local market for erection, testing and Commissioning, overhauling and operation & maintenance of the power plants and in Oman and neighbouring countries.

Power Mech Projects BR FZE: One of the wholly-owned subsidiaries of PMPL, incorporated in the Free Zone of Nigeria to undertake specialized services in the power and infrastructure sectors. It focuses on erection, testing, and commissioning of power plants and industrial projects. Its scope of work extends to mechanical, electrical, and instrumentation packages. The entity plays a strategic role in expanding Power Mechs global footprint. Through its operations, it contributes to strengthening the companys presence in the African market.

Hydro Magus Private Limited: One of the subsidiaries of PMPL established with a vision to make positive contribution in surging Hydro Power sector in India and neighboring countries. The Company has executed successfully some of the critical hydro projects and is fully geared and aggressively planning for undertaking comprehensive projects.

Power Mech BSCPL Consortium Private Limited: One of the subsidiaries of PMPL which was mainly incorporated to undertake the infrastructure development works required for development of medical device Manufacturing Park for Andhra Pradesh Medtech Zone Limited at Vishakhapatnam.

KBP Mining Private Limited: One of the subsidiaries of PMPL, incorporated in exploring, design & engineering, developing, operating and working on mines.

Kalyaneswari Tasra Mining Private Limited: One of the subsidiaries of PMPL, incorporated in exploring, design & engineering, developing, operating and working at Tasra Open cast mine located in the sate of Jharkhand.

Surytna Projects Private Limited: One of the subsidiaries of PMPL, incorporated in India for execution of orders received from Bihar State Power Generation Company Limited (BSPGCL), for setting up of Grid Connected Distributed Solar Power Plants for Solarization of Agricultural/ Mixed feeders (with agricultural load) in Power Sub-Stations through Procurement of Power by Bihar DISCOMs (NBPDCL/SBPDCL) at various locations in the State of Bihar through RESCO Mode for Implementation of PM-KUSUM Component C2 Scheme (Feeder Level Solarization). These projects are to be developed at various power sub-stations in the state of Bihar with a cumulative capacity of 13.66 MW (AC).

Power Mech Arabia Contracting Company: One of the subsidiaries of PMPL incorporated in the Kingdom of Saudi Arabia to execute projects and contracts within the region. It undertakes engineering, construction, and maintenance works across power, oil & gas, and industrial sectors. It focuses on delivering high-quality, timely, and cost-effective project solutions.

PMTS Technology LLC, Dubai: A step down subsidiary company of PMPT and one of the wholly-owned subsidiaries of PMTS Private Limited, incorporated in Dubai, primarily to engage in the business of software development and other ancillary activities, as may be permitted under applicable laws.

PMTS Inc, USA: A step down subsidiary company of PMPT and one of the wholly-owned subsidiaries of PMTS Private Limited, incorporated in Colorado state of USA, primarily to engage in the business of software development and other ancillary activities, as may be permitted under applicable laws.

Kailash River Bed Minerals LLP: A limited liability partnership incorporated to undertake and execute contracts awarded by the Uttarakhand Minerals and Mines Development Authority. The entity is engaged in mineral extraction, handling, and supply operations in compliance with statutory and environmental regulations.

Vidyavasini Mining Works LLP, Velocity Mining Works LLP and Vanshika Mining Works LLP are incorporated to undertake and execute sand mining projects in the state of Madhya Pradesh. These entities have been established to manage extraction, handling, and supply of sand in accordance with regulatory guidelines. They emphasize systematic mining operations with a focus on safety, efficiency, and environmental compliance.

Joint Ventures:

GTA Power Mech Nigeria Limited: A joint venture of Power Mech is designed to undertake packages in power, infra and process industry sectors including ETC of civil, mechanical and electrical and also O&M of plants. With solid and stable technical backup from the parent Companies, GTA Power Mech is in a position to undertake projects of any magnitude and type in different terrains and weather. The Company has capability to undertake packages in spectrum of activities in projects and plants supported by expert team in respective fields and strategic and technical collaborations from parent companies. The project is being executed by GTA Power Mech FZE, the wholly owned subsidiary of GTA Power Mech Nigeria Limited.

GTA Power Mech DMCC: A Joint Venture of Power Mech with 50% shareholding, incorporated in Dubai, UAE.

In addition to the above mentioned registered Joint Ventures, there are various unregistered joint ventures formed with the primary purpose of executing various projects. These joint ventures, though not registered as separate legal entities, were set up to pool resources and expertise to effectively carry out specific works. The details of their financial impact have been disclosed in AOC-1 as per regulatory requirements, ensuring transparency and compliance.

Associates

Mas Power Mech Arabia: An associate Company of Power Mech, established in Saudi Arabia to cater the needs in the Saudi Arabia and surrounding regions for providing services in ETC, Civil and O&M.

The Company is equipped to provide services in all the verticals keeping high standards in quality, safety and timeline. The Company draws technical guidance and support from the parent company and it will be an extended arm of Power Mech in providing its skills and expertise in this part of the world.

Power Mech LLC, Qatar: An associate company of Power Mech, established in Qatar to cater the needs in the Qatar and surrounding regions for providing services in ETC, Civil and O&M.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

During the year, the Board of Directors reviewed the affairs of its subsidiaries. Your Company has prepared its consolidated financial statements in accordance with the requirements of IND AS-27 issued by the Institute of Chartered Accountants of India (ICAI) and as per the provisions of Section 129(3) of the Companies Act, 2013. The Consolidated Financial Statements together with the Auditors Report form part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements, and all other documents required to be attached to this report are available for inspection by the members at the registered office of the Company during the business hours on all days, except Saturdays, Sundays and public holidays, up to the date of the Annual General Meeting (AGM). Any member desirous of obtaining a copy of the said financial statements may write a mail to the Company Secretary of the Company. The above-mentioned documents have also been uploaded on the website of the Company at https://powermechprojects.com/annual-reports/

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is made available on the Companys website at https://powermechprojects. com/annual-returns/

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 ("the Listing Regulations") forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business and Responsibility Sustainability Report (BRSR) as stipulated under Regulation 34(2)(f) of the Listing Regulations is applicable to your Company for FY 2024-25 and the same is provided as separate section to this Annual Report which indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This wouldenablethememberstohaveaninsightintoenvironmental, social and governance initiatives of the Company.

CORPORATE GOVERNANCE

A separate report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report.

OUTLOOK AND FUTURE PLANS

" Management Discussion and Analysis" contains a section on the Companys outlook and future plans and members may please refer the same on this.

DIRECTORS

As on the date of signing this retport, the Board of directors of the Company has an optimum combination of Executive

(2), Non-Executive Director (2) and Independent Directors (4) including one woman Independent Director.

Non-executive and Independent Directors

As prescribed under Listing Regulations and pursuant to Section 149(6) of the Act, the Non-Executive and Independent Directors of the Company are Mr. Vivek Paranjpe, Mr. Jayaram Prasad Chalasani, Mrs. Lasya Yarramneni and Mr. Bontha Prasada Rao

Executive Directors

Mr. Sajja Kishore Babu, Chairman and Managing Director and Mr. Sajja Rohit, Whole-time Director

The Company is incompliance with all the applicable provisions of the Act and the Listing Regulations from time to time for the appointment of Directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

During the year under review,

a) Mr. Mohith Kumar Khandelwal has been resigned from the post of Company Secretary of the Company with effect from July 15, 2024 (after business hours).

b) Mr. Movva Raghavendra Prasad has been appointed as Company Secretary of the Company with effect from November 11, 2024.

c) Mr. Bontha Prasada Rao has been appointed as the Non-executive and Independent Director of the Company, for a period of 3 years, with effect from August 8, 2025.

d) Mr. Sajja Rohit, president of the Company, has been appointed as Whole-time Director of the Company effective for a period of 5 years effective from August 8, 2025.

e) Mr. Sajja Kishore Babu, Chairman and Manging Director of the Company, has been re-appointed as such for a further period of five years effective from April 1, 2026.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of the Act, Mrs. Sajja Lakshmi retires at the AGM and being eligible, offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures; ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as on March 31, 2025, and of the Companys profit or loss for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATIONS OF INDEPENDENT DIRECTORS

All independent directors of the Company have given declaration that they meet the criteria of independence as provided in sub-section (6) of section149 of the Act. The Company also received a declaration of compliance of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors and Key Managerial Personnel. This Policy covers the remuneration and other terms of employment for the Companys Executive Team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act is made available on https://powermechprojects.com/ codes-policies/

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE

The Nomination and Remuneration committee (NRC) shall assess the independence of directors at the time of appointment, re-appointment and the Board shall assess the same annually based on the criteria provided by NRC. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence is as prescribed in the Act and the Listing Regulations and the independent directors shall abide by the Code specified for them in Schedule IV of the Act.

NUMBER OF MEETINGS OF THE BOARD

During the financial year, five (5) meetings of the Board of directors were held on May 20, 2024; August 12, 2024; August 22, 2024; November 11, 2024; and February 10, 2025, in compliance with provisions of the Act read with rules made thereunder, Secretarial Standards and the Listing Regulations.

MADATORY COMMITTEES OF THE BOARD

The details of the madatory committees (as per the Act and the Listing Regulations) of the Board are as given below and the compositions of the committees are in line with the applicable provisions of the Act, Rules and Regulations

Name of the Committee	Composition of the Committee	Remarks
Audit Committee	Mr. Jayaram Prasad Chalasani, Chairman	The Audit committee of the Board of directors was
	Mr. M Rajiv Kumar, Member	constituted in conformity with the requirements of Section
		177 of the Act and regulation 18 of the Listing Regulations
	Ms. Lasya Yerramneni, Member
		and its role has been the same as stipulated in the Act and
		the Regulations mentioned above.
		All recommendations made by the Audit committee
		during the year were accepted by the Board.
Nomination and	Mr. Vivek Paranjpe, Chairman	The Nomination and Remuneration committee of the
Remuneration	Mr. Jayaram Prasad Chalasani, Member	Board of directors was constituted in conformity with the
Committee		requirements of Section 178 of the Act and Regulation 19
	Ms. Lasya Yerramneni, Member
		of the Listing Regulations and its role has been the same as
		stipulated in the Act and the Regulations mentioned above.
Corporate Social	Mrs. Sajja Lakshmi, Chairperson	The Corporate Social Responsibility committee of the
Responsibility	Mr. Sajja Kishore Babu, Member	Board of directors was constituted in conformity with the
Committee		requirements of Section 135 of the Act.
	Ms. Lasya Yerramneni, Member
		The Committee monitored the implementation of the CSR
		Policy from time to time.
Stakeholders\u2019	Mr. M Rajiv Kumar, Chairman	The Stakeholders\u2019 Relationship committee of the Board
Relationship Committee	Mr. Sajja Lakshmi, Member	of directors was constituted in conformity with the
		requirements of Section 178 of the Act and Regulation 20
	Ms. Lasya Yerramneni, Member
		of the Listing Regulations and its role has been the same as
		stipulated in the Act and the Regulations mentioned above.
Risk Management	Mr. Jayaram Prasad Chalasani, Chairman	The Risk Management committee of the Board of directors
Committee	(upto August 8, 2025)	was constituted in conformity with the requirements of
	Mr. Bontha Prasada Rao, Chairman	Regulation 21 of the Listing Regulations with its role as
	(w.e.f. August 8, 2025)	stipulated in the Listing Regulations.
	Mr. M Rajiv Kumar, Member
	Mr. Sajja Kishore Babu, Member

A detailed note on the Board and its mandatory Committees is provided in the Corporate Governance Report.

A detailed note on the Board and its mandatory Committees is provided in the Corporate Governance Report.

PARTICULARSOFCONTRACTSORARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section188 in Form 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, are enclosed as Annexure-2 to this report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit committee and the Board of directors was placed on the website of the Company at https://powermechprojects.com/codes-policies/

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

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in Annexure-3 to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans given, guarantees provided and investments made, if any, during the Financial Year ended on March 31, 2024, are enclosed as Annexure- 4 to this Report in compliance with the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014. The particulars of aggregate loans, guarantees and investments under Section 186 of the Act are disclosed in the notes to Financial Statements, which may be read as part of this Report.

Further, the disclosure under Regulation 34(3) read With Schedule V of the Listing Regulations is enclosed as Annexure- 5

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Companyhasadequateinternalcontrolsystemsandprocedures to combat the risk. Further, the Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations and the same is also made available on the Company website of the Company at: https://powermechprojects.com/codes-policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on CSR activities, in terms of Section 135 of the Act, and the details about the policy developed and implemented by the company on CSR initiatives taken during the year are enclosed as Annexure-6 to this report. A detailed policy on CSR is placed on the Companys website under the web link: https://powermechprojects.com/codes-policies/

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out annual performance evaluation of its own, the individual directors as well as the mandatory committees of the Board. A structured set of criteria was adopted after taking into consideration the inputs received from the directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board members is conducted on an annual basis by the Board, Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual directors.

The Nomination and Remuneration committee had specified criteria for performance evaluation of Directors, Committees and Board as a whole and recommended the same to the Board for evaluation.

CRITERIA FOR PERFORMANCE EVALUATION a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Boards discussions in relation to the Companys strategy, performance, and risk management.

d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.

e. ResponsibilitytowardsrequirementsundertheCompanies Act, 2013, responsibilities of the Board and accountability under the Directors Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance through Board meetings. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys Website.

The details of training and familiarization program are available on the website at https://powermechprojects.com/ codes-policies/

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

As on date of signing this report, Power Mech Arabia Contracting Company (D.O.I: 30-09-2024); PM Green Private Limited (D.O.I: 09-04-2025); Deoghar Ring Road Project Private Limited (D.O.I: 02-05-2025); PMTS Inc. (D.O.I: 24-06-2025); and Surytna Projects Private Limited (D.O.I: 16-07-2025) became the subsidiaries of the Company and no subsidiary Company ceased to be the subsidiary of the Company during the same period.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company maintains all its records in SAP system and the workflow and approvals are routed through SAP.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, the Units undertake corrective action in their respective areas and strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit committee of the Board periodically.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Companys website at: https://powermechprojects. com/codes-policies/

FRAUD REPORTING

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at the workplace has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder are as follows:

No. of Complaints Received : Nil

No. of Complaints disposed off : NA

Further, during the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the companys securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website - https://powermechprojects.com/codes-policies/

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, pursuant to the provisions of Section 124 (5) of the Act (section 205A of the Companies Act 1956), an amount of H37,863/- relating to FY 2016-17, which remained unclaimed for a period of 7 years was transferred to the Investor Education and Protection Fund by the Company in November, 2024.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY

During the year under review, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more (relevant shares) up to and including the financial year 2016-17 were transferred by the Company in the name of IEPFfromtimetotimeandthestatementcontainingsuchdetails as prescribed is placed on the Companys website at https:// powermechprojects.com/unpaid-unclaimed-dividend/

STATUTORY AUDITORS & AUDITORS REPORT

The Members of the Companyt at their meeting held on September 27, 2024, approved the appointment of Brahmayya & Co, Chartered Accountants (Firm Registration No. 000513S), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 25 th AGM till the conclusion of the 30 th AGM.

The Auditors Report on the financial statements of the Company does not contain any qualifications, reservations, or adverse remarks or disclaimer and the Notes on the financial statements referred to therein are self-explanatory, thereby not requiring any further comments on the same.

MAINTENANCE OF COST RECORDS

During the year under review, Section 148(1) of the Act is applicable to your Company and accordingly such accounts and records are made and maintained by the Company as specified in the Act..

COST AUDIT

The Board of directors, based on the recommendations of the audit committee, appointed M/s. M P R & Associates, Cost Accountants, Hyderabad, as Cost Auditors for conducting the audit of cost records of the Company for FY 2024-25. The shareholders of the Company at their 25 th AGM held on September 27, 2024, ratified the remuneration payable to the Cost Auditors held.

Further, the Board of directors based on the recommendations of the audit committee, appointed M/s. M P R & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for FY 2025-26, subject to ratification of remuneration payable to them for the financial year 2025-26 by the members at the ensuing AGM.

SECRETARIAL AUDITORS AND AUDIT REPORT

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report for the financial year ended March 31, 2025, issued by Mr. D.S. Rao (ACS no. 12394/CP no. 14487), Practicing Company Secretary, is enclosed as Annexure-7 to this Report and it does not contain any reservation, qualification or adverse remarks.

Further, the Board, pursuant to the amemdmnet to the Listing Regulations, has appointed Mr. D.S. Rao (ACS no. 12394/CP no. 14487), Practicing Company Secretary, as Secretarial Auditor to conduct secretarial audit pursuant to the recommendations of the Audit committee for a period of 5 years commencing from FY 2025-26.

Furthermore, this is to confirm that, as on closure of the financial year i.e., March 31, 2025, the Company doesnt have any material subsidiary.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is enclosed as Annexure -8 to this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

In term of regulation 25(10) of the Listing Regulations, the Company undertook Directors and Officers insurance.

INDUSTRIAL RELATIONS

Industrial relations have remained cordial during the year under review, and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels, contributing to the successful operations of the Company.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 26 th Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all members whose e-mail addresses are registered with the Company / Depository Participant(s).

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings (i.e., SS-1), General Meetings (i.e., SS-2) and on Dividend (i.e., SS-3).

GENERAL

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

1. There is no change in the nature of the business of the Company.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

4. No material changes and commitments in the business operations of the Company from the financial year ended March 31, 2025, to the date of the signing of the Directors Report.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

6. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the year under review, the Company received an order in the matter of Power Mech Projects Limited from the Honble National Company Law Tribunal (NCLT), Hyderabad Bench-I, on January 29, 2025, in which it has admitted the application submitted by M/s. Largess Engineering, an Operational Creditor of the Company, for initiating the Corporate Insolvency Resolution Process (CIRP) under Section 9 of the Insolvency and Bankruptcy Code (IBC), 2016.

Thereafter the Honble National Company Law Tribunal (NCLT), Hyderabad Bench-I, on February 4, 2025, allowed the Interlocutory Application (IA) filed by the Company following an amicable settlement between the Company and Operational Creditor and Company Petition is disposed of as withdrawn u/s 12 A of Insolvency and Bankruptcy Code, 2016.

7. During the year under review, the Company hasnt opted for one time settlement with any Bank or Financial Institution.

8. The details of difference between the amount of valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions along with the reasons thereof: Not applicable

ACKNOWLEDGMENTS

Your directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, suppliers, vendors, financial institutions, banks, other intermediaries and business partners for the excellent support received from them during the year.

Your directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

	For and on behalf of the Board
	Sajja Kishore Babu
Place: Hyderabad	Chairman and Managing Director
Date: August 8, 2025	DIN: 00971313