Your Board of Directors (“Board”) has immense pleasure in presenting its 41^st (FortyFirst) Annual Report on
business and operations of Umiya Buildcon Limited (Formerly MRO-TEK Realty Limited) (‘the Company' or
‘Umiya'), along with Audited Financial Statements and the Auditors' Report thereon for the financial year (FY)
ended March 31,2025.

The Shareholders may recall the approval granted by them consequent upon which the name of the Company
was changed from MRO-TEK REALTY LIMITED to UMIYA BUILDCON LIMITED on February 18, 2025,
pursuant to the approval obtained from the Registrar of Companies, the Ministry of Corporate Affairs.

1. FINANCIAL REVIEW:

In compliance with the provisions of the Companies Act, 2013 (“Act”), and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), the
Company has prepared its Standalone Financial Statements and Consolidated Financial Statements as
per Indian Accounting Standards (Ind AS) for the FY 2024-25.

The financial highlights of the Company’s operations are as follows: (R_s. i_n L_akh_s)

A detailed performance analysis on various segments, business and operations is provided in the Management
Discussion and Analysis segment which is annexed to this report.

Your Company's financial statements for the financial year ended March 31,2025 are prepared in accordance
with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments
Rules, 2018. Accordingly, numbers for all the comparative periods have been restated.

A. PERFORMANCE OVERVIEW:

PERFORMANCE: (Consolidated)

The Company's Consolidated Financial Statements depicts profit of Rs. 577.32 Lakhs during the financial
year as compared against profit of Rs. 330.01 Lakhs for the corresponding previous financial year.

The brief review of the financials is as follows:

> The revenue from operations from each Business unit wise has been tabulated below:

> The Company's consolidated revenue from Product segment increased from Rs. 1,429.98 Lakhs
(Previous year 2023-24) to Rs.1,820.04 Lakhs during the financial year 2024-25. The significant increase
of Rs. 390.06 Lakhs was achieved by enhancing the product portfolio by way of introduction of new
model Switches / routers, Innovation and R&D efforts, by incorporating higher local Content and ensuring
Govt Compliance/certifications in the products thereby leveraging Make in India policy of the Government
and regulation on National Security Directive on the Telecommunication Sector (NSDTS)

> The total revenue generated from the Solutions Business Segment increased from Rs. 927.02 lakhs
to Rs. 1,441.11 lakhs during the year under review. The increase in Solution business segment
revenue by Rs. 514.09 Lakhs is attributed to managed network service project of Pondichery Government
(PSWAN) implemented during the financial year 2024-25 and supply of Products to RailTel for IPMPLS
Project in of South Central Railways.

> The Company managed to increase revenue from Real Estate Segment from Rs. 1,146.04 Lakhs
(Previous year 2023-24) to Rs. 1,599.63 Lakhs during the financial year 2024-25.The revenue from Real
estate segment during the year 2023-24 includes one time receipt of compensation from NHAI to an
extent of Rs 475.16 Lakhs against compulsory acquisition of land in the year 2010-11. The increase
in the real estate revenue during the year 2024-25 is due to leasing out of additional space to HDFC
Bank.

> EMS business has been discontinued during the year due to operational challenges. This decision
was taken in the light of Company's overall operational strategy and marketing conditions.The revenue
from discontinued operations from EMS business is Rs. 16.06 Lakhs during the financial year 2024¬
25 as against Rs. 10.27 Lakhs for the previous financial year 2023-24.

> The consolidated turnover stood at Rs. 4860.78 Lakhs as against Rs. 3,503.04 Lakhs as compared
to previous financial year. Details on segmental revenue and performance are furnished in Note no. 38
on Supplementary Notes to Accounts.

> The consolidated EBITDA for the financial year 2024-25 is Rs. 2170.57 Lakhs as against EBITDA for
the previous year 2023-24 of Rs. 1485.37 lakhs.

> The increase in interest expense was due to additional borrowings and change in interest rate resulting
in addition expenditure of Rs. 219.13 lakhs as compared to corresponding previous year.

> The consolidated Profit/ (Loss) for the year under review is Rs. 583.93 Lakhs as against Rs. 331.79
Lakhs during the corresponding previous year 2023-24.

> The consolidated net worth increased to Rs. 7492.61 Lakhs as at 31^st March 2025 as compared
to Rs. 6,915.31 Lakhs as on 31^st March 2024 and net worth of the company is increased from
Rs. 6944.67 lacs to Rs 7535.77 lacs during the year 2024-25.

> During the year under review, the Company recorded a substantial growth of approximately 30% in
product billings, reflecting strong performance and market acceptance of newly introduced products.
The Project Operations segment continued to deliver consistent revenue streams, further bolstered
by the addition of a new project at Pondicherry P-SWAN. The Company successfully obtained telecom
regulatory clearances for all its products and has deepened its investment in Research & Development
to enhance in-house capabilities.

> In alignment with future growth areas, the Company signed a Memorandum of Understanding (MoU)
for initiating Drone Training Programs, anticipated to begin in FY 2025-26, thereby entering into a
niche but fast-emerging tech-driven domain.

> The Company acquired land parcel at Candolim, Goa and the approval for construction project is in
final stage and is expected to commence construction during the year 2025-26.

> In addition to the above, the Company is also exploring opportunities in the realty sector, in line with
its long-term diversification strategy and capital deployment plans. The management is evaluating
select real estate development prospects which are expected to complement the Company's broader
growth agenda.

> The Company's teams across Sales, Product Engineering, Factory Operations, Product Services,
Solutions, Projects, Finance, Logistics, Exim, HR, IT, and Administration have demonstrated resilience,
innovation, and dedication throughout the year, which has been instrumental in achieving business
milestones.

> The Board acknowledges the leadership and direction provided by the Chairman & Managing Director,
Mr. Aniruddha Mehta, which have contributed to the Company's progress and ongoing rebranding
efforts under the Umiya name and MRO-TEK brand.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance
with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations
as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting

Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's
Report thereon forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the Financial Statements of the subsidiary companies in Form AOC-1 forms part of this
report as Annexure -A.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial
statements of the subsidiary company upon a request by any Member of the Company. These financial
statements of the Company and the subsidiary company will also be available for inspection to the Members
the through electronic mode. The Members desiring financial statements of the Company, the Consolidated
financial statements along with other relevant documents and the financial statements of the subsidiary company,
may send their request in writing to the Company at cs@mro-tek.com and the same would also be available
on the Company's website URL:https://www.mro-tek.com/pdf/BM Outcome 29 04 2025.pdf .

2. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the
Ministry of Corporate Affairs (MCA).

3. DIVIDEND:

In view of the carried forward losses, your Board regrets its inability to recommend any dividend for the financial
year under review. However, efforts will be infused to bring the Company back to dividend track before long.

4. TRANSFER TO RESERVES:

In view of carried forward losses, transfer of any amount to the general reserves does not arise.

5. SUBSIDIARY COMPANIES/FIRMS:

The Company has one direct Wholly Owned Subsidiary (WOS) as at March 31,2025, as disclosed in the
accounts.

The following changes have taken place with respect to subsidiaries in the financial year 2024-2025:

The name of the WOS was changed from MRO-TEK TECHNOLOGIES PRIVATE LIMITED to MRO-TEK
PRIVATE LIMITED with effect from June 28, 2024.

There has been no material change in the nature of the business of the subsidiary company.

The Company entered into a partnership agreement with Indira Hotels (Mysore) Private Limited to establish a
partnership firm under the name Umiya Buildtek. This firm has been formed to engage in a specific real estate
project in North Bangalore targeting Uber luxury villa market. The Company holds a 66.66% stake in the said
partnership firm.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of business as prescribed in Rule 8(ii) of the
Companies (Accounts) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the financial year and the date of the
Report, which affect the financial position of the Company.

8. SHARE CAPITAL:

During the year under review, there has been no change in the Authorised Share Capital and Paid-up Share
Capital of the Company.

The Authorised Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) is divided into 3,00,00,000
(Three Crores) Equity Share of Rs. 5/- (Rupees Five only) each and Paid-up Share Capital of the Company
is Rs. 9,34,23,010/- (Rupees Nine Crores Thirty-Four LakhsTwenty-Three Thousand and Ten only) divided
into 1,86,84,602 (One Crore Eighty-Six Lakh Eighty-Four Thousand Six Hundred and Two) Equity Shares
of Rs. 5/- (Rupees Five only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options

During the financial year under review, the Company has not issued Shares under Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares

During the financial year under review, the Company has not issued Sweat Equity Shares.

9. DEPOSITS:

The Company has not accepted deposits from the public/ members under Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):

a) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company,
Mr. Sudhir Kumar Hasija (Holding DIN: 00157168), retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment. Resolutions seeking Shareholders'
approval for their re-appointment forms part of the Notice.

b) Cessation of Office of Directorship

Dr. Raghu Nambiar resigned from the office of Directorship, as his appointment was not approved
in the 40^th AGM held on August 09, 2024.

c) Appointment of Directors and KMPs

• Mr. Srivathsa resigned from the Office of Chief Financial Officer with effect from May 31,2024.

• Mr. Rengarajan was appointed as Chief Financial Officer with effect from June 1,2024.

• Mr. Aniruddha Bhanuprasad Mehta was re-appointed as the Chairman and Managing Director of
the Company in the 40^th AGM held on August 09, 2024.

• Mr. Rengarajan resigned from the Office of Chief Financial Officer with effect from August 19, 2024.

• Mr. Venkatesh Sunduru resigned from the Office of Company Secretary and Compliance Officer
of the Company with effect from August 26, 2024.

• Mr. VairavanVanniarajan was appointed as Chief Financial Officer of the Company on November
13, 2024.

• Mr. Prashanth S, was appointed as Company Secretary of the Company on November 13, 2024.

• Dr Raghu Nambiar was appointed as an Independent Director through Postal Ballot with effect
from January 14, 2025 up to January 13, 2030.

• Mr. H S Venkatesh, was re-appointed as an Independent Director with effect from June 15, 2025
up to June 14, 2030.

• Ms. Nicola Neeladri, was re-appointed as an Independent Director with effect from June 15, 2025
up to June 14, 2030.

d) Declaration of Independence

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their
declarations that each one of them meets the criteria of independence as provided under the provisions
of Section 149(6) of the Act along with Rules framed thereunder under Regulations 16(1) (b) and 25 of
the Listing Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission, if any, and reimbursement of
expenses incurred by them for the purpose of attending Meetings of the Board/ Committees of the
Company.

e) Board Diversity

The Company believes that building a diverse and inclusive culture is integral to its success. The
Company has evaluated the Policy with a purpose to ensure adequate diversity in its Board of Directors,
which enables them to function efficiently and foster differentiated thought processes at the back of
varied industrial and management expertise. The Board recognizes the importance of diverse
composition and has therefore adopted a Board Diversity Policy. The Policy is made available on the
Company's website at https://www.mro-tek.com/pdf/BoardDiversitvPolicv.pdf.

11. Annual Board evaluation and Familiarisation Programme for Board Members.

The Board of Directors and the Nomination and Remuneration Committee had carried out an annual evaluation
of its own performance, the Board, the Committees and Individual Directors pursuant to the provisions of the
Act and Listing Regulations on 17^thJanuary, 2025. The performance as a whole was evaluated by the Board
after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the Committee Members.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on
November 11,2024. In a separate Meeting of Independent Directors, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Director to the Board and Committee Meetings, in terms of
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings,
etc. At the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination
and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was
also discussed. Performance evaluation of Independent Directors was done by all the Directors, excluding the
Independent Director being evaluated.

A note on the Familiarisation Programme adopted by the Company for orientation and training of the Directors
and the Board evaluation process undertaken in compliance with the provisions of the Act, and the Listing
Regulations is referred herewith is made available at Company's official website at http://mro-tek.com/pdf/
Familiarization Programme 2024 25.pdf

12. Policy on Directors’ Appointment and Remuneration

In compliance with the provisions of Section 178(3) Act and Regulation 19 of the Listing Regulations, the
Board, on the recommendation of Nomination and Remuneration Committee has approved the Policy for
selection and appointment of Directors. The aforesaid Policy provides a framework to ensure that suitable and
efficient succession plans are in place for appointment of Directors on the Board. The Policy also provides for
selection criteria for appointment of Directors. The Policy on remuneration can be accessed at the official
website of the Company athttps://www.mro-tek.com/files/MRO-TEK Nomination and Remuneration Policy.pdf

13. COMPOSITION OF AUDIT COMMITTEE:

As on the financial year ended March 31,2025, the Audit Committee of the Company consisted of three
Members and all of them have financial and accounting knowledge. The Board has accepted all the
recommendations made by the Audit Committee during the year under review.

AUDIT COMMITTEE

14. NOMINATION AND REMUNERATION COMMITTEE POLICY:

As on the financial year ended March 31,2025, the Nomination and Remuneration Committee of the Company
consisted of three Members. The Board has,on the recommendation of Nomination and Remuneration Committee
framed a Policy for selection and appointment of Directors, Senior Management and for other employees and
their remuneration. The same has been disclosed on the website at www.mro-tek.com. The composition,
criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is
stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm
that:

a) In the preparation of the accounts for the financial year ended March 31,2025, the applicable Accounting
Standards have been followed and there are no material departures from the same;

b) The Directors had selected such Accounting Policies and applied them consistently, and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2025;

c) The Directors had 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) The Directors had prepared Annual Accounts of the Company on a ‘going concern' basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws
and that such systems were adequate and operating effectively.

16. NUMBER OF MEETINGS OF THE BOARD

The Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between
two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary.

Seven (7) Meetings of the Board were held during the financial year under review on the following dates: May

16. 2024; July 25, 2024; August 02, 2024; November 13, 2024;January 17, 2025; February 14, 2025 and March
12, 2025. For details of Meetings of the Board, please refer to the Corporate Governance Report, which forms
part of this Report as Annexure - III.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of
Directors are circulated amongst the Members of the Board for their perusal.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain, high standards of Internal Control designed to provide adequate assurance
on the efficiency of operations and security of its assets. The adequacy and effectiveness of the Internal
Control across various activities, as well as compliance with laid-down Systems and Policies are
comprehensively and frequently monitored by your Company's Management at all levels of the organization.

The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well
as financial disclosures, statutory compliances with adequate participation, inputs from the Statutory, Internal
and Secretarial Auditors.

During the financial year, such controls were assessed and no reportable material weaknesses in the design
or operation were observed. Accordingly, the Board is of the opinion that the Company's Internal Financial
Controls were adequate and effective during financial year 2024-25.

18. AUDIT AND AUDITORS:

(a) Statutory Auditors -

The Statutory Auditor, Messrs K. S. Aiyar and Co, were re-appointed as Statutory Auditor of the Company
at the 37^th Annual General Meeting of the Company held on September 30, 2021 to hold office for a period

of Five (5) consecutive years, from the conclusion of the ensuing 37^th AGM until the conclusion of 42^nd
AGM to be held in the calendar year 2026.

The Board has duly examined the Statutory Auditors' Report to the Financial Statements, which is self¬
explanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements
section of the Annual Report. The Auditors' Report for the FY 2024-25 does not contain any qualification,
reservation or adverse remark for the year under review. The Auditor's Report is enclosed with the Financial
Statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to the provisions of Section 204 of the Act,read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Vijayakrishna K T,
Practising Company Secretary (Membership No. FCS-8860), as its Secretarial Auditors to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2024-25 is annexed as Annexure
- I and forms part of this Report. The Report does not contain any qualification, reservation, disclaimer or
adverse remark for the year under review.

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial
year ended March 31,2025 is annexed as Annexure II.

(c) Details of frauds reported by the Auditors-

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to
the Audit Committee, any instances of fraud committed against the Company by its officers or employees,the
details of which would need to be mentioned in the Board's Report.

(d) Internal Auditors -

The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants, Bangalore as the Internal
Auditors of the Company to conduct the audit on basis of a detailed internal audit plan which is reviewed
each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also,
Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

(e) Cost Audit-

Maintenance of cost records as specified by the Central Government pursuant to Section 148(1) of the
Act, is not required by the Company and accordingly, such accounts and records are not made and
maintained.

19. RELATED PARTIES TRANSACTIONS:

All Related Party Transactions which were entered into, during the financial year were on an arm's length basis
and in the ordinary course of business. In compliance with the said regulation, shareholders' approval for the
material transactions with Umiya Builders and Developers was duly obtained through Postal Ballot on 14th
January 2025. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive
in nature. Further, disclosures are made to the Audit Committee on a quarterly basis. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the
Stock Exchanges.

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 Annexure - B in Form AOC-2 and the same forms
part of this report.

The Company has adopted a Policy for dealing with Related Party T ransactions and is made available on the
Company's website at https://www.mro-tek.com/files/Related Party Transaction 08th Aug 2023.pdf

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

(a) Conservation of Energy:

Your Company is duly certified under ISO/IEC 27001:2013 (Information security Management System),
ISO /IEC 20000-1:2011 (Information Technology services Management System), ISO 9001:2015 (Quality
Management Systems) and ISO 14001:2015 (Environmental Management Systems). Every possible
effort is being made / introduced to conserve and avoid wastage of energy. The recycling of Electronics
waste is being ensured as per E-Waste (Management) Rules.

Manufacturing process follow ROHS directives which restricts the use of hazardous materials in
electrical and electronic equipment. It aims to protect human health and the environment by limiting
the amount of these substances in manufactured products.

Maximum usage of natural lighting and ventilation and optimal use of resources is ensures thus
implementing Go Green Policy in its total spirit.

(b) Technology Absorption:

Efforts also continue to maximize utilization of the technological skills, in finding state-of-the-art
solutions, to provide more effective and revolutionary solutions, for all segments of Networking Products
Industry, Information Technology and Drones. The Product Development and R&D team developed
successfully undertook development of 1G Switch. The firmware was written by our Engineers and
successfully tested. The Hardware Bill of Material have been procured and the first run of the hardware
is planned soon. This will be the first foray into developing your Company's switch with Class-I (over
60%) Local Content. This is also in keeping with the Government Policy of AtmaNirbhar Bharat. The
team has also developed a TDM/IP device for Military application.

The Software team also developed new features and modules for our Network Management Platform.
These features have been successfully tested and provided for our project in Pondicherry.

During the financial year, no amount was incurred towards Capital Expenditure in this division. The in¬
house technical and commercial teams consistently engage themselves in their endeavor to indigenize
technology and components, as well as implementation of value-engineering and cost-saving methods.

(c) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished in Financial statements under
Para (c) of Note no. 35 of “Notes to accounts and other explanatory information”.

21. CAPITAL EXPENDITURE:

As on March 31, 2025, the gross tangible and intangible assets stood at Rs. 1857.47 Lakhs and the net
tangible and intangible assets at Rs. 1158.61 Lakhs. Additions during the financial year amounted to Rs. 15.01
Lakhs and deletions during the financial year amounted to Rs. 223.85 Lakhs. In addition to this, as on March,
31,2025, the gross tangible investment assets stood at Rs. 11545.80 Lakhs and the net tangible investment
assets at Rs. 10891.04 Lakhs.

22. RISK MANAGEMENT POLICY:

The Company reviewed risk and laid down a Risk Management Mechanism covering the risk mapping and
trending analysis, risk exposure, potential impact and risk mitigating process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor and non-business risk. The Audit Committee and the
Board periodically review the risks and suggest steps to be taken to manage/mitigate the same.

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board
about risk assessment and minimization procedures and periodical review to ensure that executive Management
controls risk by means of a properly designed framework. The Policy details are available on the website of the
Company at https://www.mro-tek.com/pdf/MRO-TEK-Risk Management Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to fostering sustainable societal value, guided by a clear vision to empower
individuals and create a positive impact at a broader community level. It firmly believes that inclusive growth
and responsible corporate citizenship are essential components of long-term success and enduring stakeholder
value.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the Company has established the CSR Committee.

During the financial year 2024-25, based on the financial results, the provisions of Section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility have become applicable to the Company, as its net profit
has exceeded the prescribed threshold of Rs. 5 crore.

The Company had already adopted a CSR Policy, as formulated and recommended by the CSR Committee,
and is available on the Company's website at https://www.mro-tek.com/files/CSRPolicv.pdf, which outlines its
commitment and approach towards contributing to the community and social development. In line with the
provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company shall undertake CSR activities and ensure compliance with the annual spending obligations
in the financial year 2025-26.

All necessary steps are being taken to ensure full compliance with statutory obligations, and the Company
will disclose the details of CSR expenditure and initiatives in the next financial year's Annual Report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY
OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators, Courts or T ribunals that would
impact the going concern status of the Company's operation in the future.

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the work place and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at workplace (Prevention,Prohibition and Redressal) Act, 2013 and
the rules made thereunder. The Policy aims to promote a healthy work environment and to provide protection
to employees at the workplace and redress complaints of sexual harassment and related matters thereto.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this Policy. Details of the
same, including the details of the complaints received are provided in the Report on Corporate Governance,
which forms part of this Report.

Following is the summary of sexual harassment complaints received and disposed off during the financial
year 2024-25:

No. of complaints received: NIL

No. of complaints disposed off: NIL

No. of cases pending for more than ninety days: NIL

26. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961:

The Company has made all the compliance of the provisions relating to the Maternity Benefit Act, 1961
during the year.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Act, and Regulation 22 of the Listing Regulations, the Company has
a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees in
confirmation with the above laws, to report concerns about unethical behavior. The details of the Policy have
been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the
website of the Company at https://www.mro-tek.com/files/Whistle Blower Policy.pdf

28. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for
the financial year under review, is presented in a separate section, forming part of the Annual Report.

29. CORPORATE GOVERNANCE:

As required under the Act, your Company has taken adequate steps to adhere to all the stipulations laid down
under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation 2015. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34
of the Listing Regulations, forms part of the Annual Report as Annexure -III.

A Certificate from Mr. Vijayakrishna K T, Practising Company Secretary, Bangalore, confirming compliance to
conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to the Corporate
Governance Report. A statement containing additional information as required under Clause IV of Section II of
Part II of Schedule V of the Act, is provided in the Report on Corporate Governance, which forms part of this
Annual Report.

30. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return is available on the website of the Company on the following link:https://www.mro-
tek.com/pdf/Form MGT 7 2024 Signed.pdf

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details relating to loans, corporate guarantees and investments covered under Section 186 of the Act, forms
part of the notes to the Financial Statements provided in this Annual Report.

32. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for the Directors as well as for all Senior Management of the
Company. In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation

9015 as amended from time to time all the Members of the Board and Senior Management Personnel have

affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the FY
2024-25. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Managing
Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of
the Company for the financial year 2024-25 forms part of the Corporate Governance Report.

33. PARTICULARS OF EMPLOYEES:

The disclosure pursuant to the provisions of Section 197(12) of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -IVand
forms part of this Report.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs
only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore,
statement/disclosure pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual
Report.

There are no employees posted and working in a country outside India, not being Directors or relatives,
drawing more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/
- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure
pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not required to be circulated to the Members and is not attached to the Annual Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing fees for the financial year 2024-25 to National Stock
Exchange of India Limited and BSE Limited where the Company's Shares are listed.

35. HUMAN RESOURCES MANAGEMENT:

Professionals are the most important assets. The Company is committed to hiring and retaining the best
talent and being among the industry's leading employers. For this, your Company is focused on promoting a
collaborative, transparent and participative organization culture, and rewarding individual contribution and
innovation. The focus on Human Resources Management is to enable the employees to navigate their next,
not just for clients, but also for themselves.

36. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production
targets.

37. AWARDS AND RECOGNITIONS:

During the financial year under review, the Company was conferred with various awards and recognitions, the
details of which are provided in a separate section of the Annual Report.

38. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are
adequate and operating effectively.

39. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year.

40. ACKNOWLEDGEMENTS:

The Directors thank all the vendors, customers, investors, and other partners for their sincere support.

The Directors also take this opportunity to thank all Stakeholders, Government, Non-Government Agencies,
Regulators and Stock Exchanges for their continued support.

Very importantly, the Board places on record it deep appreciation for the uniform and dedicated services
rendered by the employees at all levels.

41. CAUTIONARY STATEMENT:

The Board's Report and Management Discussion and Analysis may contain certain statements describing the
Company's objectives, expectations or forecasts that appear to be forward looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially from what is expressed
herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that
could influence the Company's operations include global and domestic economic developments, competitor's
behaviour, changes in Government Regulations, Tax laws and litigations.

For and on behalf of Board of Directors of
Umiya Buildcon Limited
(Formerly known as MRO-TEK Realty Limited)

Aniruddha Bhanuprasad Mehta
Chairman & Managing Director
DIN:00720504
Address: # 06, New BEL Road,

Place: Bengaluru Chikkamaranahalli,

Date: 29-04-2025 Bangalore 560054