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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