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Mold-Tek Technologies Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 537.62 Cr. P/BV 4.19 Book Value (Rs.) 44.58
52 Week High/Low (Rs.) 231/110 FV/ML 2/1 P/E(X) 44.19
Bookclosure 23/09/2025 EPS (Rs.) 4.22 Div Yield (%) 0.54
Year End :2025-03 

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

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March, 2025, is summarized below:

Particulars

Standalone

Consolidated

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:

Particulars

Mold-Tek
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 31st 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 31st 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
' 2.00 each)

13,00,00,000

Issued, subscribed and paid-up
share capital

(2,85,64,460 Equity Shares of
' 2.00 each)

5,71,28,920

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:

Sr.

No.

Date of
Allotment

Scheme

Number
of Equity
Shares
allotted

1.

3rd April,
2024

MTTL Employees Stock
Option Scheme-2016

1,73,398

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
32nd Annual General Meeting of the company held on 19*'
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 1st tranche of granting of 5,00,000 options,
as approved by the Nomination and Remuneration
Committee/Board in its meeting held on 1st August, 2018
and a 2nd 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 23rd February, 2022, respectively.

During the financial year under review the Board vide
a Board Resolution passed on the 3rd April, 2024, has
vested 1,73,398 options (out of 2nd 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^) 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 29th 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 26th 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®' September, 2024 for a for a
further period of five (5) years w.e.f. 11th
March, 2025 to hold office till 10th 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
26th September, 2024 for a for a term of
5 consecutive years with effect from 21st
August, 2024 to 20th August, 2029.

(d) Mrs. J. Sudharani (DIN: 02348322) was re¬
appointed as Whole-Time Director of the
Company, in the Annual General Meeting
held on 26th September, 2024 for a further
period of five (5) years w.e.f. 1st April, 2025
to hold office till 31st 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 29th 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 31st March, 2025:

Sl.

No.

Name of the KMP

Designation

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 re¬
appointed as Whole-Time Director of the Company
in the Annual General Meeting held on 26®'
September, 2024 for a further period of five (5)
years w.e.f. 1st April, 2025.

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

2024.

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

2025.

(iv) Mr. Prateek Kumar Tiwari was appointed as the
Company Secretary and Compliance Officer of the
Company with effect from 8th 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 Company's 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 Company's 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 31st
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 Company's 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 38th (Thirty Eighth) Annual General Meeting
(AGM) held on 30th 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 43rd (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 1st April, 2025
to 31st 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 31st 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 Auditor's 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 31st 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 31st 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 31st 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 Company's 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 company's 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 Company's management team and
its shareholders, analysts, and the broader investment
community. The primary goal of investor relations is
to effectively communicate the Company's 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 Company's officials participate in investor
conferences and earnings calls, where they provide
updates on the Company's 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 Company's 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
Company's 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 31st 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 31st 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.

For and on behalf of the Board of Directors of
Mold-Tek Technologies Limited

Sd/-

Lakshmana Rao Janumahanti

Chairman & Managing Director
DIN: 00649702

Place : Hyderabad

Dated: 29th August, 2025


 
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