Your directors take immense pleasure in presenting the 26th Annual Report on the business and operations of yourCompany along with the Audited Standalone & Consolidated Financial Statements for the year ended 31st March 2025.The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. Summary of Financial Results
Particulars
Year ended 31st March 2025
Year ended 31st March 2024
Consolidated
Standalone
Income from operations
46,684.19
38,721.18
29,391.43
22,283.89
Other Income
396.33
409.76
323.54
321.53
Total Revenue
47,080.52
39,130.94
29,714.97
22,605.42
Profit before exceptional item, Interest, Depreciationand Tax
6,005.55
4,815.07
3,620.85
2,188.99
Profit before Interest, Depreciation and Tax
Less: Interest
747.96
695.79
601.98
557.37
Less: Depreciation/Amortization
1,892.13
1,197.49
2,026.22
1,149.70
Profit before tax
3,365.46
2,921.79
1,132.65
621.92
Less: Tax Expenses
19.01
-
144.21
Profit after tax
3,346.45
988.44
Net Profit for the year
Your Company, MosChip Technologies Limited is a leadingsilicon and product engineering services company withover two decades of experience delivering end-to-endproduct design and development — from conceptto complete systems. As a trusted partner for silicon,product, and AI/ML engineering, we combine deepdomain expertise with a global delivery model to helpbusinesses accelerate innovation and transformation.With a team of 1,400 engineers and domain specialistsacross India and the USA, our capabilities span ASICand mixed-signal IP design, FPGA design, verificationand validation, embedded systems, IoT solution design,digital systems, computer vision, and AI/ML integration.
On consolidated basis, the income from operationsgrew to ^46,684.19 lakhs from ^29,391.43 lakhsregistering a growth of 59% year on year. Theincreased growth is predominantly attributed to thegrowth of Turnkey ASICS and IP services revenue. TheProfit before Interest, Depreciation and Tax stood at^6,005.55 lakhs while that of previous year stood at^3,620.85 lakhs. The Consolidated results showed aNet profit for the year at ^3,346.45 lakhs as against aNet profit of f988.44 lakhs in the previous year.
On a standalone basis, income from operations for theyear stood at ^38,721.18 lakhs as against ^22,283.89lakhs in the previous year. Standalone Net profit forthe FY 2024-2025 was ^2,921.79 lakhs as against NetProfit of f621.92 lakhs for the FY 2023-2024.
This performance was possible due to the propervision and strategy of leadership team, efficientexecution of operational team and with the supportof dedicated employees, which is paving way for thelong-term sustainable growth. The Company is poisedto be part of emerging opportunities by continuingto focus on its inherent strengths in design services,turnkey solutions, IP& Training.
The Performance review of the Company and itssubsidiaries for the year is detailed in Annexure- A under 'Management Discussion & Analysis'annexed hereto pursuant to the provisions of SEBI(Listing Obligations and Disclosure Requirements)Regulations,2015 (“SEBI Listing Regulations"),
As on 31st March, 2025, the Company has 03 directsubsidiaries, namely;
01) MosChip Technologies, USA.
02) MosChip Academy of Silicon Systems &Technologies Private Limited
03) Softnautics Inc.
04) Softnautics Private Limited (the wholly ownedsubsidiary of Softnautics Inc).
There are no associate companies or joint venturecompanies within the meaning of Section 2(6) of theCompanies Act, 2013. There has been no materialchange in the nature of the business of the subsidiaries.
During the year, the Board of Directors reviewedthe affairs of the subsidiaries. In accordance withSection 129(3) of the Companies Act, 2013, a statementcontaining salient features of the financial statementsof the subsidiary companies in Form AOC-1 isenclosed as Annexure - B of the Directors' Report.
Further, pursuant to the provisions of Section 136 ofthe Act, the financial statements of the Company,Consolidated Financial Statements along withrelevant documents and separate audited accountsin respect of the subsidiaries, are available onthe Company website at https://moschip.com/subsidiary-financial-reports .
The names of companies which have become orceased to be its Subsidiaries, joint ventures orassociate companies during the year;
MosChip Technologies W.L.L, the subsidiary in Bahrainwas dissolved w.e.f. 20th August, 2024.
Your directors have not recommended any dividendfor the year under review. As a result, there is noappropriation of any amount to the reserves of theCompany during the year.
During the period under review, no amount wasrequired to be transferred to the Investor Educationand Protection Fund.
Pursuant to Regulation 43A of the SEBI ListingRegulations, the Board has approved and adopted aDividend Distribution Policy. The Dividend DistributionPolicy is available on the Company's website athttps://moschip.com/wp-content/uploads/2023/02/Dividend-Distribution-Policy.pdf
There is no change in Authorised Share Capital ofthe Company during the year, the Authorised ShareCapital comprises of ^56,55,10,000 (Rupees Fifty SixCrore Fifty Five Lakhs Ten Thousand only) divided into28,27,55,000 (Twenty Eight Crores Twenty Seven Lakhsand Fifty Five Thousand only) Equity Shares of f2/-(Rupees Two only).
(b) Increase in Paid-up Share Capital
During the year under review, your Company issued and allotted Equity Shares as mentioned in the below table:
S. No
Date of allotment
Number ofshares allotted
1
04.09.2024
4,11,933
Exercise of Stock options
2
13.06.2024
6,62,366
3
13.08.2024
5,32,162
4
15.10.2024
3,49,911
5
20.11.2024
4,86,520
6
16.12.2024
3,10,235
7
20.01.2025
1,89,366
29,42,493
Consequent to the above, the subscribed, issued andpaid-up equity share capital of your Company as onMarch 31, 2025 stood at ^38,21,56,584 /- comprising of19,10,78,292 Equity Shares of f2 /- each.
On 22.04.2025, the Company allotted 4,99,313 EquityShares pursuant to exercise of vested stock optionsby employees.
On 23.05.2025, the Company allotted 86,105 EquityShares pursuant to exercise of vested stock optionsby employees.
On 02.07.2025, the Company allotted 2,63,030 EquityShares pursuant to exercise of vested stock optionsby employees.
On 30.07.2025, the Company allotted 91,908 equityshares pursuant to exercise of vested stock optionsby employees
Utilisation of funds raised through issue of EquityShares, as required under Regulation 32(4) of the SEBI(LODR) Regulations, 2015, is included in the Report onCorporate Governance.
(c) Buy Back of Securities
The Company has not bought back any of its securitiesduring the year under review.
(d) Sweat Equity
The Company has not issued any Sweat Equity Sharesduring the year under review.
(e) Bonus Shares
The Company has not issued any bonus shares duringthe year under review.
(f) Equity Shares with differential rights
The Company has not issued any Equity Shares withdifferential rights.
(g) Dematerialization of Shares
99.76% of the company's paid up Equity Share Capitalis in dematerialized form as on 31st March, 2025 andbalance 0.24% is in physical form. The Company'sRegistrar is KFin Technologies Limited, Karvy Selenium,Tower B, Plot No. 31 & 32, Financial District, Gachibowli,Hyderabad, Telangana- 500 032.
6. Major events occurring after the balancesheet date
(a) Material changes and commitments ifany affecting the financial position of theCompany occurred between the end ofthe financial year to which this FinancialStatements relate and the date of the reportThere have been no material changes andcommitments affecting the financial position of theCompany which occurred during the period betweenthe end of the financial year to which the financialstatements relate and the date of this report.
(b) Change in the Nature of Business
There is no change in the nature of business ofthe Company.
(c) Details of significant and material orderspassed by the regulators/ courts/ tribunalsimpacting the going concern status and theCompany's operations in future
There are no significant material orders passedby the Regulators/ Courts which would impactthe going concern status of the Company and itsfuture operations.
7. Directors and Key Managerial Personnel
(a) Inductions, Changes & Cessations inDirectorships during the year 2024-2025
During the year there was no changes in Board ofDirectors,.
Directors retire by rotation
Pursuant to the requirements of the Companies Act,2013 and Articles of Association of the CompanyMr. Gunupati Venkata Pranav Reddy (DIN 06381368),Non-Executive Director retire by rotation at theensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
(b) Key Managerial Personnel
Pursuant to the provisions of Section 203 of theCompanies Act, 2013, the Key Managerial Personnelof the Company as on March 31, 2025 are:
Mr. Srinivasa Rao - Chief Executive Officer
Kakumanu & Managing Director
Mr. Jayaram Susarla - Chief Financial OfficerMr. Suresh Bachalakura - Company Secretary
(c) Independent Directors
I n terms of Section 149 of the Companies Act, 2013("Act") Mr. Pradeep Chandra Kathi, Mr. GovindaPrasad Dasu and Mrs. Nalluri Madhurika Venkat arethe Independent Directors of the Company. TheCompany has received declaration(s) from all theIndependent Directors confirming that they meetthe criteria of independence as prescribed underSection 149(6) of the Act and Regulation 16(1)(b) ofthe SEBI Listing Regulations and are independentof the management. The Board of Directors of theCompany has taken on record the declaration andconfirmation submitted by the Independent Directorsafter undertaking due assessment of the veracity ofthe same. They are not liable to retire by rotation interms of Section 149(13) of the Act.
The Board is of the opinion that the IndependentDirectors of the Company possess requisitequalifications, experience and expertise in the fieldsof science and technology, engineering, digitalization,strategy, finance, governance, human resources,sustainability, etc. and that they hold higheststandards of integrity.
All the Independent Directors have complied withthe Code for Independent Directors prescribed inSchedule IV to the Companies Act, 2013.
All the Independent Directors have confirmedtheir respective registrations in the IndependentDirectors Databank.
(d) Familiarization programme for IndependentDirectors
At the time of appointment, the Company conductsfamiliarization programmes for an IndependentDirector through meetings with key officials of theCompany. During these meetings, presentations aremade on the roles and responsibilities, duties andobligations of the Director, Company's business,Company's strategy, financial reporting, governanceand compliances and other related matters. Detailsof Familiarization Programme for the IndependentDirectors are provided separately in the CorporateGovernance Report which forms a part of thisDirectors' Report.
(e) Board evaluation
The Board of Directors has carried out an annualevaluation of its own performance, Board, Committeesand individual directors pursuant to the provisions ofthe Act and the Corporate Governance requirementsas prescribed by SEBI Listing Regulations.
The performance of the Board was evaluated by theBoard after seeking inputs from all the Directors on thebasis of the criteria such as the Board compositionand structure, effectiveness of board processes,information and functioning etc.
The performance of the committees was evaluatedby the Board after seeking inputs from the committeemembers on the basis of the criteria such asthe composition of committees, effectiveness ofcommittee meetings etc.
The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of theindividual directors on the basis of the criteria such asthe contribution of the individual director to the Boardand committee meetings like preparedness on theissues to be discussed, meaningful and constructivecontribution and inputs in meetings etc. In addition,the Chairman was also evaluated on the key aspectsof his role.
I n a separate meeting of independent Directors,performance of non-independent directors,performance of the board as a whole andperformance of the Chairman was evaluated, takinginto account the views of executive directors andnon-executive directors. The same was discussed inthe board meeting that followed the meeting of theindependent Directors, at which the performance ofthe Board, its committees and individual directorswas also discussed.
(f) Audit Committee
Details pertaining to composition of the AuditCommittee are included in the Report on CorporateGovernance. All the recommendations made by theAudit Committee were accepted by the Board.
(g) Nomination and Remuneration Committee
Details pertaining to composition of the Nominationand Remuneration Committee are included in theReport on Corporate Governance.
The Company's Nomination and Remuneration Policywas prepared in conformity with the requirements ofthe provisions of Section 178(3) of the Act.
The Policy on Directors' appointment andremuneration including criteria for determiningqualifications, positive attributes, independence ofa director and other matters provided under Section178(3) for payment of remuneration to Directors andpolicy containing guiding principles for payment ofremuneration to Senior Management, Key Managerial
Personnel and other employees including Non¬executive Directors has been uploaded on the websiteof the Company at https://moschip.com/wp-content/uploads/2017/07/Nominatio-remuneration-Policy.pdf.
The information required pursuant to Section 197 readwith Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isannexed herewith as Annexure - C to this report.
Disclosures relating to remuneration and otherdetails as required under Section 197 read with Rule5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 isprovided in Annexure -C to this report. Further, theAnnual Report excluding the aforesaid informationis being sent to the members of the Company. Interms of Section 136 of the Act, the said annexure isopen for inspection at the registered office of theCompany and any member interested in obtainingsuch information may write to the Company Secretaryat suresh.cs@moschip.com.
The Managing Director of the Company did no receiveany remuneration or commission from holdingcompany or subsidiary company of the Company.
Details pertaining to composition of the StakeholdersRelationship Committee are included in the Report onCorporate Governance.
Details pertaining to composition of the RiskManagement Committee are included in the Reporton Corporate Governance.
Nomination and Remuneration Committee ofthe Board of Directors of the Company, inter alia,administers and monitors the Employees' StockOption Plans of the Company in accordance with theSecurities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021.
During the year under report the company hasseven schemes in operation as mentioned below, forgranting stock options to the employees and directorsof the company and its wholly owned subsidiary in
accordance with SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021.
(a) MosChip Stock Option Plan - 2005(MI)
(b) MosChip Stock Option Plan - 2005(WOS)
(c) MosChip Stock Option Plan - 2008
(d) MosChip Stock Option Plan - 2008(ALR)
(e) MosChip Stock Option Plan - 2018
(f) MosChip Stock Option Plan - 2022
(g) MosChip Stock Option Plan - 2024
Disclosures with respect to Stock Options, as requiredunder Rule 12 (9) of Companies (Share Capital andDebentures) Rules, 2014 and Regulation 14 of theSecurities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021is hosted and available on the Company's websiteand the same is available for electronic inspectionby the Members during the AGM. The web-link for thesame is https://moschip.com/policies-documents .
The Secretarial Auditor's certificate on theimplementation of share-based schemes inaccordance with SEBI (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021, will be madeavailable at the AGM, electronically.
06 meetings of the Board were held during the year2024-2025. Details of these meetings as well as themeetings of its committees have been given in theCorporate Governance Report, which forms part ofthe Directors' Report.
Section 135 of the Companies Act, 2013 providesthe threshold limit for applicability of the CSR to aCompany i.e., (a) Networth of the Company to bef500 crore or more; or (b) turnover of the companyto be fl,000 crore or more; or (c) net profit of thecompany to be f5 crore or more. As the net profit ofthe Company was more than 5 Crores for the financialyear 2023-2024, the Company had an obligation tospend at least 2% average net profits of the Companymade during the 3 immediately preceding financialyears in pursuance of the CSR policy during the year2024-2025. The brief outline of the Corporate SocialResponsibility (CSR) Policy of the Company along withthe initiative taken by it are set out in Annexure - Iof this report. The policy is available on the websiteof the Company, https://moschip.com/wp-content/uploads/2023/06/CSR-policy.pdf
The Company has adequate internal control systemconsistent with the nature of business and size of itsoperations, to effectively provide safety of its assets,reliability of financial transactions with adequatechecks and balances, adherence to applicablestatues, accounting policies, approval procedures andto ensure optimum use of available resources. Thesesystems are reviewed and improved on a regularbasis. The Company has a comprehensive budgetarycontrol system to monitor revenue and expenditureagainst approved budget on an ongoing basis.
The Company has an external audit firm to performinternal audit function to monitor and assess theadequacy and effectiveness of the Internal Controlsand System across all key processes. Deviations, ifany, are reviewed quarterly and due compliance isensured. Summary of Significant Audit Observationsalong with recommendations and its implementationis reviewed by the Audit Committee and reported tothe Board.
In pursuant to the provisions of Section 177(9) & (10) ofthe Companies Act, 2013 and Regulation 22 of the SEBIListing Regulations, a Vigil Mechanism / Whistle BlowerPolicy for directors and employees to report genuineconcerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on thewebsite of the Company at https://moschip.com/wp-content/uploads/2024/03/Whistle-Blower-Policy.pdf
The Company has not accepted any deposits frompublic and as such, covered under Chapter V of theAct and no amount on account of principal or intereston deposits from public was outstanding as on 31stMarch, 2025.
M/s. S. T. Mohite & Co., Chartered Accountants (FirmRegistration No. 011410S) were re-appointed as theStatutory Auditors of the Company to hold office fromthe conclusion of the 23rd Annual General Meeting(AGM) held on August 26, 2022 till the conclusion of the28th AGM of the Company to be held in the year 2027.
The Notes on Financial Statements referred to in theAuditors Report are self-explanatory and do not callfor any further comments.
The Report of the Statutory Auditors for the year ended31st March, 2025 forming part of the Annual Report doesnot contain any qualification, reservation, observation,adverse remark or disclaimer. The Statutory Auditorshave not reported any incident of fraud, under sub¬section (12) of section 143 other than those which arereportable to the Central Government, to the AuditCommittee of the Company in the year under review.
As per the provisions of Section 138 of the Act and therules made there under, the Board of Directors hadappointed M/s Gokhale & Co, Chartered Accountants,Hyderabad (FRN No: 000942S), as an Internal Auditorto conduct the internal audit of the Company for theFinancial Year 2024-2025.
Further, on the recommendation of audit committee,the Board of Directors of the Company has approvedthe re- appointment of aforesaid audit firm as internalauditors for the Financial Year 2025-2026.
Pursuant to the provisions of Section 204 of the Actand the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Boardof Directors has appointed M/s. B S S & Associates,Company Secretaries for conducting Secretarial Auditof the Company for the financial year 2024-2025. TheSecretarial Audit Report and Secretarial ComplianceReport are annexed herewith as Annexure - D. TheSecretarial Audit Report and Secretarial ComplianceReport do not contain any qualifications, reservationor adverse remark.
Further, pursuant to the provisions of Regulation 24Aand other applicable provisions, if any, of the SEBI ListingRegulations, read with Section 204 of the CompaniesAct, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,and based on the recommendation of the AuditCommittee, the Board of Directors, at their meetingheld on May 21, 2025, approved the appointment ofM/s. B S S & Associates, (Firm Registration No. 3744),a peer-reviewed firm, as the Secretarial Auditor ofthe Company for a term of five consecutive yearscommencing from the Financial Year 2025-26 toFinancial Year 2029-30, subject to the approval of theshareholders at the ensuing AGM.
15. Cost Records and Audit
Maintenance of cost records and requirement of costaudit as prescribed under the provisions of Section148(1) of the Companies Act, 2013 are not applicablefor the business activities carried out by the Company.
16. Conservation of energy, research anddevelopment, technology absorption,foreign exchange earnings and outgo
I nformation required under Section 134(3)(m) of theAct read with Rule 8(3) of the Companies (Accounts)Rules, 2014, with respect to conservation of energy,technology absorption and foreign exchangeearnings/outgo is included in Annexure - E.
17. Related Party Transactions
Related Party Transactions that were entered duringthe financial year were on an arm's length basisand were in the ordinary course of business. AllRelated Party Transactions are placed before theAudit Committee and before the Board for approval.Prior omnibus approval of the Audit Committeewas obtained for the transactions which are of aforeseeable and repetitive nature. The particularsof contracts or arrangements with related partiesreferred to in section 188(1) and applicable rules ofthe Companies Act, 2013 in Form AOC-2 is providedas Annexure - F to this Report.
The Board of Directors of the Company has, on therecommendation of the Audit Committee, adopted apolicy to regulate transactions between the Companyand its Related Parties, in compliance with theapplicable provisions of the Companies Act, 2013, theRules thereunder and the SEBI Listing Regulations. ThisPolicy was considered and approved by the Board hasbeen uploaded on the website of the Company athttps://moschip.com/wp-content/uploads/2017/02/PolicyOnRelatedPartyTransactions-1.pdf.
18. Annual Return
As required pursuant to Section 92(3) of theCompanies Act, 2013 and Rule 12(1) of the Companies(Management and Administration)Rules, 2014(as amended), a copy of the Annual Return of theCompany is placed on the Website of the Companyat https://moschip.com/annual-reports .
19. Particulars of Loans, Guarantees orInvestments
Pursuant to Section 186 of Companies Act, 2013and Schedule V of the SEBI Listing Regulations,disclosure on particulars relating to Loans, Advances,Guarantees and Investments are provided as part ofthe financial statements.
20. Directors' Responsibility Statement
Pursuant to Section 134(5) the Companies Act, 2013 andbased upon representations from the Management,the Board, to the best of its knowledge and belief,states that:
a) I n the preparation of the annual accounts, theapplicable accounting standards had beenfollowed along with proper explanation relatingto material departures;
b) The Directors had selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the company at the end ofthe financial year and of the profit and loss of thecompany for that period;
c) The Directors had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assetsof the company and for preventing and detectingfraud and other irregularities;
d) The Directors had prepared annual accounts ona going concern basis; and
e) The Directors had laid down internal financialcontrols to be followed by the company and thatsuch internal financial controls are adequate andoperating effectively;
f) The directors had devised proper systems toensure compliance by the Company with theprovisions of all applicable laws and that suchsystems were adequate and operating effectively.
Based on the framework of internal financial controlsand compliance systems established and maintainedby the Company, the work performed by the internal,statutory, and secretarial auditors and externalconsultants, including the audit of internal financialcontrols over financial reporting by the statutoryauditors, and the reviews performed by managementand the relevant board committees, including theaudit committee, the Board is of the opinion that theCompany's internal financial controls were adequateand effective during the financial year 2024-2025.
21. Corporate Governance and ShareholdersInformation
The Company is committed to good CorporateGovernance in line with the provisions of SEBI ListingRegulations and provisions, rules and regulationsof the Companies Act, 2013. The Company is incompliance with the provisions on Corporate
Governance specified in the SEBI Listing Regulations. Acertificate of compliance from M/s. B S S & Associates,Company Secretaries and the report on CorporateGovernance forms part of this Directors' Report asAnnexure - G.
22. Secretarial Standards
The Company complies with all the applicableSecretarial Standards issued by the Institute ofCompany Secretaries of India.
23. Risk Management Policy
I n pursuant to the provisions of the Section 134 (3)(n) of the Companies Act 2013, the Company hasformulated Risk Management Policy to mitigate andmanage the risk including identification therein ofelements of risk, if any, which in the opinion of theBoard may threaten the existence of the company.A copy of the Risk Management Policy is availablein Company website at https://moschip.com/wp-content/uploads/2024/07/Risk-Management-Policy.pdf
24. Company's Policy on Prohibition,Prevention and Redressal of SexualHarassment of Women at Workplace
The Company strongly believes in providing a safeand harassment-free workplace for every individualthrough various interventions, policies and practices.The Company has a robust policy on the preventionof sexual harassment at the workplace in compliancewith the requirements of the Sexual Harassmentof Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 ("POSH"). The policy aimsat preventing harassment of all employees of theCompany (as defined in the policy) and lays downguidelines for identification, reporting and preventionof sexual harassment. The Company has compliedwith the provisions relating to the constitution ofInternal Complaints Committee ("IC") as specifiedunder POSH. There is an IC at every work place,which is responsible for the redressal of complaintsrelated to sexual harassment in accordance withthe guidelines provided in the policy. The details ofsexual harassment complaints are given in CorporateGovernance Report.
Number of complaints pending as on end of thefinancial year and cases pending for more thanninety days
1 No of complaints received
Nil
2 No of complaints disposed
3 No of complaints pending as on end ofthe financial year
25. Insider Trading
In compliance with the provisions of SEBI (Prohibitionof Insider Trading) Regulations, 2015 and to preservethe confidentiality and prevent misuse of unpublishedprice sensitive information, the Company hasadopted a code of conduct to Regulate, Monitor andReport Trading by Insiders ('Insider Trading Code') andcode of Practices and Procedures for Fair Disclosureof unpublished Price Sensitive Information ('Code ofFair Disclosure').
The Insider Trading Code is intended to preventmisuse of unpublished price sensitive informationby insiders and connected persons and ensure thatthe Directors and specified persons of the Companyand their dependents shall not derive any benefit orassist others to derive any benefit from access to andpossession of price sensitive information about theCompany, which is not in the public domain, that is tosay, insider information.
The code of Fair Disclosure ensures that the affairs ofthe Company are managed in a fair, transparent andethical manner keeping in view the need and interestof all the Stakeholders.
26. The details of application made or anyproceeding pending under the Insolvencyand Bankruptcy Code, 2016 (31 of 2016)during the year along with their status asat the end of the financial year
During the year under review, Company has not madeany application under the Insolvency and BankruptcyCode, 2016 (31 of 2016).
27. The details of difference between amountof the valuation done at the time ofone-time settlement and the valuationdone while taking loan from the banks
or financial institutions along with thereasons thereof
The requirement to disclose the details of differencebetween amount of the valuation done at the timeof onetime settlement and the valuation done whiletaking loan from the Banks or Financial Institutionsalong with the reasons thereof is not applicable.
28. Business Responsibility and SustainabilityReport (BRSR)
In terms of the Regulation 34 of the SEBI ListingRegulations the BRSR is annexed as Annexure - H tothis Report.
The financial statements have been prepared andpresented under the historical cost basis except forcertain financial instruments which are measuredat fair value or amortized cost and accrual basisof accounting, unless otherwise stated, and are inaccordance with Generally Accepted AccountingPrinciples in India ('GAAP'), statutory requirementsprescribed under the Accounting Standards ('AS')specified under Section 133 of the Companies Act,2013 read together with the Companies (AccountingStandards) Rules, 2021, in so far as they are applicableto the Company.
Not applicable.
During the year 2024-2025, the Company hasnot entered into any agreement which is bindingthe Company.
Your Company considers its Human Resourcesas the key to achieve its objectives. Keeping this inview, your Company takes utmost care to attractand retain quality employees. The employees aresufficiently empowered and such work environmentpropels them to achieve higher levels of performance.The unflinching commitment of the employeesis the driving force behind your Company'svision. Your Company appreciates the spirit of itsdedicated employees.
The Company affirms compliance with the provisionsof the Maternity Benefit Act, 1961, during the financialyear ended March 31, 2025. The following entitlementswere extended to eligible employees:
Ý Statutory maternity leave as per applicable law
Ý Continuation of salary and applicable benefitsduring maternity leave
Ý Access to nursing breaks where required
Ý Protection of all employee rights and entitlementsunder the Act
Annexures
A
Management Discussion & Analysis Report
B
Form AOC - 1 (Report on Subsidiary companies)
C
Remuneration related disclosures as per Section 197 read with rules made thereunder
D
Secretarial Audit Report & Secretarial Compliance Report
E
Particulars on conservation of energy, absorption of technology and foreign exchange earnings andoutgo
F
Form AOC - 2 (Related Party disclosures)
G
Report on Corporate Governance
H
Business Responsibility and Sustainability Report
I
Annual Report on CSR
Acknowledgment
Your directors wish to express their grateful appreciation for the valuable support and co-operation received frombankers, business associates, lenders, financial institutions, shareholders, various departments of the Government ofIndia, as well as the State Governments and all our other stakeholders.
The Directors acknowledge and would like to place on record the commitment and dedication on the part of theemployees of your Company for their continued efforts in achieving good results.
For and on behalf of the Board of DirectorsK. Pradeep Chandra
Place: Hyderabad Director and Chairman
Date: 30th July, 2025 Din: 05345536