Your Directors take pleasure in presenting the Thirty-ninth Annual Report for the financial year ended on March
31,2025. The Standalone and Consolidated financial performance is presented below prepared in accordance
with the Ind AS notified under the Companies (Indian Accounting Standards) as amended.

Performance Review and operating results

Standalone revenue from operations was H1,946.13
crores in FY25 which was around 12% lower than
previous years' operating revenue. The profit after
tax for the FY25 was H267.50 crores as compared to
H263.79 crores for the FY24. The overall expenditure
during the reporting period was 13% lower than the
previous years' expenditure.

Please refer to the Management Discussion & Analysis
Report section of the annual report for detailed
analysis.

Change in the name of the Company

The members are aware that at the previous annual
general meeting, the members have approved
the change in the name of the Company from HBL
Power Systems Limited to HBL Engineering Limited.
Necessary application was made to the Ministry of
Corporate Affairs which was approved and a fresh
certificate of Incorporation was issued on November
13, 2024.

Dividend

fully paid up) for the Financial Year 2024-25 subject to
the approval of the members at the ensuing annual
general meeting. The proposed final dividend, if
approved by the members, would involve cash out
flow of H27.72 Crores and will be paid subject to
deduction of applicable tax pursuant to Finance
Act, 2020.

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board of Directors of the Company had formulated a
Dividend Distribution Policy ('the Policy'). The Policy
is available on the Company's website at https://hbl.
in/reports/HBL-Policies.pdf.

The details of book-closure and record date for
entitlement of members to receive dividend, if
approved, for the financial year March 31, 2025 is
given in the notes to the notice of annual general
meeting of this annual report.

Consolidated Financial Statement

The Consolidated Financial Statements of the
Company, its subsidiaries and associates, prepared
in accordance with the Companies Act, 2013 and
applicable Indian Accounting Standards along with
all relevant documents and the Auditors' Report form
part of this Annual Report. The Consolidated Financial
Statements presented by the Company include the
financial results of its subsidiaries and associates.

The Consolidated Revenue from operations was
?1,967.20 crores in the current year as compared to
H2,233.35 crores in the previous year. The consolidated
profit after tax was H276.92 crores as against H280.88
crores in the previous year.

A statement containing the salient features of the
Financial Statement of the subsidiary companies
is attached to the Financial Statement in Form
AOC-1 pursuant to Section 129(3) of the Companies
Act, 2013.

Additionally, the Company will make available the
said financial statement of the subsidiary companies
pursuant to the provisions of Section 136 upon
a request by any Member of the Company or its

subsidiary(ies) including associate companies.
These financial statements of the Company, the
subsidiary(ies) and associate companies would be
available on the website of the Company at https://
hbl.in/Investors-Details.php.

Subsidiary and Associate Companies (as on March
31,2025)

As per the notification issued by the Ministry of
Corporate Affairs on July 27, 2016 with regard to
Companies (Accounts) Amendment Rules, 2016,
the report of the Board shall contain highlights of
performance of subsidiaries, associates companies
and their contribution on overall performance of
the company. Accordingly, we hereby furnish the
following:

Your Directors take pleasure in presenting the Thirty-ninth Annual Report for the financial year ended on March
31,2025. The Standalone and Consolidated financial performance is presented below prepared in accordance
with the Ind AS notified under the Companies (Indian Accounting Standards) as amended.

Performance Review and operating results

Standalone revenue from operations was H1,946.13
crores in FY25 which was around 12% lower than
previous years' operating revenue. The profit after
tax for the FY25 was H267.50 crores as compared to
H263.79 crores for the FY24. The overall expenditure
during the reporting period was 13% lower than the
previous years' expenditure.

Please refer to the Management Discussion & Analysis
Report section of the annual report for detailed
analysis.

Change in the name of the Company

The members are aware that at the previous annual
general meeting, the members have approved
the change in the name of the Company from HBL
Power Systems Limited to HBL Engineering Limited.
Necessary application was made to the Ministry of
Corporate Affairs which was approved and a fresh
certificate of Incorporation was issued on November
13, 2024.

Dividend

fully paid up) for the Financial Year 2024-25 subject to
the approval of the members at the ensuing annual
general meeting. The proposed final dividend, if
approved by the members, would involve cash out
flow of H27.72 Crores and will be paid subject to
deduction of applicable tax pursuant to Finance
Act, 2020.

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board of Directors of the Company had formulated a
Dividend Distribution Policy ('the Policy'). The Policy
is available on the Company's website at https://hbl.
in/reports/HBL-Policies.pdf.

The details of book-closure and record date for
entitlement of members to receive dividend, if
approved, for the financial year March 31, 2025 is
given in the notes to the notice of annual general
meeting of this annual report.

Consolidated Financial Statement

The Consolidated Financial Statements of the
Company, its subsidiaries and associates, prepared
in accordance with the Companies Act, 2013 and
applicable Indian Accounting Standards along with
all relevant documents and the Auditors' Report form
part of this Annual Report. The Consolidated Financial
Statements presented by the Company include the
financial results of its subsidiaries and associates.

The Consolidated Revenue from operations was
?1,967.20 crores in the current year as compared to
H2,233.35 crores in the previous year. The consolidated
profit after tax was H276.92 crores as against H280.88
crores in the previous year.

A statement containing the salient features of the
Financial Statement of the subsidiary companies
is attached to the Financial Statement in Form
AOC-1 pursuant to Section 129(3) of the Companies
Act, 2013.

Additionally, the Company will make available the
said financial statement of the subsidiary companies
pursuant to the provisions of Section 136 upon
a request by any Member of the Company or its

subsidiary(ies) including associate companies.
These financial statements of the Company, the
subsidiary(ies) and associate companies would be
available on the website of the Company at https://
hbl.in/Investors-Details.php.

Subsidiary and Associate Companies (as on March
31,2025)

As per the notification issued by the Ministry of
Corporate Affairs on July 27, 2016 with regard to
Companies (Accounts) Amendment Rules, 2016,
the report of the Board shall contain highlights of
performance of subsidiaries, associates companies
and their contribution on overall performance of
the company. Accordingly, we hereby furnish the
following:

fully paid-up. Company has not issued different class
of securities except equity. There is no change in the
share capital of the Company.

Material changes and commitments affecting the
financial position of the Company between the end
of the financial year and the date of the report.

There were no material changes and commitments
affecting the Company's financial position between
the end of the financial year and the date of this
Report.

Directors and Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company, Ms. Deeksha Mikkileneni (DIN
10267611) will retire by rotation at the 39^th AGM and
being eligible, has offered for re-appointment. Brief
profile of the appointee has been provided elsewhere
in the annual report.

During the reporting year, the period of two terms
of office of CA P. Ganapathi Rao and Mrs. Preeti
Khandelwal as Independent Directors completed on
the Board and therefore retired w.e.f. November 13,
2024. CA P. Ganapathi Rao joined on April 25, 2005 and
Mrs. Preeti Khandelwal joined on March 02, 2009 as
Independent Directors on the Board of HBL. Effective
April 01,2014, the office of the Independent Directors
has been restricted to two terms of five consecutive
years each pursuant to Section 149(10) and (11) of the
Companies Act 2013. Accordingly, pursuant to the
clarification provided by the Ministry of Corporate
Affairs and to comply with the transitional provisions
of Section 149(5), Mr. P. Ganapathi Rao and Mrs. Preeti
Khandelwal were appointed as Independent Directors
with effect from November 14, 2014 and 2019.
The Board appreciates the valuable participation,
contribution and guidance to the Board during their
office on the Board of the Company.

In the opinion of the Board, all the Independent
Directors possess requisite qualifications, experience,
expertise and integrity for the purpose of Rule 8(5)
(iiia) of the Companies (Accounts) Rules, 2014.

During the year, none of the non-executive directors
of the Company had any pecuniary relationship or
transactions with the Company except for the sitting
fee paid for attending the Board and the Committee
meetings.

Change in Key Managerial Personnel

During the year under review, there were no changes
Key Managerial Personnel.

Number of meetings of the board

Four meetings of the board were held during the
reporting year. For details of the meetings of the
board, please refer to the Corporate Governance
Report section, which forms part of this report.

Committees of the Board

As required under the Companies Act, 2013 and the
SEBI Listing Regulations, your Company has constituted
various Statutory Committees. Additionally, the Board
has formed other governance committees and sub¬
committees to review specific business operations and
governance matters including any specific items that
the Board may decide to delegate. Effective October
01, 2024, the Committees were reconstituted upon
retirement of CA P. Ganapathi Rao and Mrs. Preeti
Khandelwal from the Board. As on March 31, 2025,
the Board has comprised the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee

5. Risk Management Committee

Details of composition, terms of reference and number
of meetings held for respective committees are given
in the Report on Corporate Governance, which forms
a part of this Report. Further, during the year under
review, all recommendations made by the various
committees have been accepted by the Board.

Board evaluation

The Board of Directors has carried out an annual
evaluation of its own performance, board committees,

fully paid-up. Company has not issued different class
of securities except equity. There is no change in the
share capital of the Company.

Material changes and commitments affecting the
financial position of the Company between the end
of the financial year and the date of the report.

There were no material changes and commitments
affecting the Company's financial position between
the end of the financial year and the date of this
Report.

Directors and Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association
of the Company, Ms. Deeksha Mikkileneni (DIN
10267611) will retire by rotation at the 39^th AGM and
being eligible, has offered for re-appointment. Brief
profile of the appointee has been provided elsewhere
in the annual report.

During the reporting year, the period of two terms
of office of CA P. Ganapathi Rao and Mrs. Preeti
Khandelwal as Independent Directors completed on
the Board and therefore retired w.e.f. November 13,
2024. CA P. Ganapathi Rao joined on April 25, 2005 and
Mrs. Preeti Khandelwal joined on March 02, 2009 as
Independent Directors on the Board of HBL. Effective
April 01,2014, the office of the Independent Directors
has been restricted to two terms of five consecutive
years each pursuant to Section 149(10) and (11) of the
Companies Act 2013. Accordingly, pursuant to the
clarification provided by the Ministry of Corporate
Affairs and to comply with the transitional provisions
of Section 149(5), Mr. P. Ganapathi Rao and Mrs. Preeti
Khandelwal were appointed as Independent Directors
with effect from November 14, 2014 and 2019.
The Board appreciates the valuable participation,
contribution and guidance to the Board during their
office on the Board of the Company.

In the opinion of the Board, all the Independent
Directors possess requisite qualifications, experience,
expertise and integrity for the purpose of Rule 8(5)
(iiia) of the Companies (Accounts) Rules, 2014.

During the year, none of the non-executive directors
of the Company had any pecuniary relationship or
transactions with the Company except for the sitting
fee paid for attending the Board and the Committee
meetings.

Change in Key Managerial Personnel

During the year under review, there were no changes
Key Managerial Personnel.

Number of meetings of the board

Four meetings of the board were held during the
reporting year. For details of the meetings of the
board, please refer to the Corporate Governance
Report section, which forms part of this report.

Committees of the Board

As required under the Companies Act, 2013 and the
SEBI Listing Regulations, your Company has constituted
various Statutory Committees. Additionally, the Board
has formed other governance committees and sub¬
committees to review specific business operations and
governance matters including any specific items that
the Board may decide to delegate. Effective October
01, 2024, the Committees were reconstituted upon
retirement of CA P. Ganapathi Rao and Mrs. Preeti
Khandelwal from the Board. As on March 31, 2025,
the Board has comprised the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee

5. Risk Management Committee

Details of composition, terms of reference and number
of meetings held for respective committees are given
in the Report on Corporate Governance, which forms
a part of this Report. Further, during the year under
review, all recommendations made by the various
committees have been accepted by the Board.

Board evaluation

The Board of Directors has carried out an annual
evaluation of its own performance, board committees,

and individual directors pursuant to the provisions of
the Act and SEBI Listing Regulations, The performance
of the board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such
as the board composition and structure, effectiveness
of board processes, information and functioning, etc,

The performance of the committees was evaluated
by the Board after seeking inputs from the
committee members on the basis of criteria such
as the composition of committees, effectiveness
of committee meetings, etc, The above criteria
are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange
Board of India, In a separate meeting of independent
directors, performance of non-independent directors,
the Board as a whole and Chairman of the Company
was evaluated, taking into account the views of
executive directors and non-executive directors,

The Board and the Nomination and Remuneration
Committee reviewed the performance of individual
directors on the basis of criteria such as the
contribution of the individual director to the board
and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc,

At the board meeting that followed the meeting of the
independent directors and meeting of Nomination
and Remuneration Committee, the performance of
the Board, its Committees, and individual directors
was also discussed, Performance evaluation of
independent directors was done by the entire Board,
excluding the independent director being evaluated,

Policy on directors' appointment and remuneration
and other details

The Company's policy on Directors' appointment and
remuneration and other matters provided in Section
178(3) of the Act has been disclosed in the Corporate
Governance Report, which forms part of the Directors'
report,

Audit committee

The details pertaining to composition of Audit
Committee are included in the report on corporate

governance, which forms part of this report, The Board
of Directors has accepted the recommendations of
the Audit Committee placed at respective meetings,

Risk Management

The Board of Directors of the Company has formed a
Risk Management Committee to frame, implement and
monitor the risk management plan for the Company,
The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring
its effectiveness, The Audit Committee has additional
oversight in the area of financial risks and controls, The
major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuing basis, All the identified risks
are managed through continuous review of business
parameters by the management and the board of
directors is also informed of the risks and concerns,

Internal financial controls

Pursuant to Section 134 of the Companies Act
2013, the Directors state that the Board, through
the operating management has laid down Internal
Financial Controls to be followed by the Company
and such policies and procedures were adopted by
the Company for ensuring the orderly and efficient
conduct of its business, including adherence to
Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting
records, and the timely preparation of reliable
financial information, The Audit Committee evaluates
the internal financial control system periodically, To
the best of their knowledge and ability and inputs
provided by various assurance providers confirm that
such financial controls are adequate with reference
to the size and operations of the Company and no
reportable material weakness or deficiency in the
design or operation of internal financial controls was
observed,

Particulars of loans, guarantees and investments

The investment in 1,12,156 Compulsorily Convertible
Preference Shares of H100 each in Tonbo Imaging
India Private Limited (Tonbo), Bangaluru, have been
converted into 81,630 Equity Shares of H10 each during

the reporting financial year resulting in reduction in
shareholding to 11,13%, Subsequently, during the
current the financial year 2026, 19 (Nineteen) bonus
shares for every 1 (One) share held were issued,
thereby HBL holds 16,32,600 equity shares of H10
each representing 14,25% in Tonbo, Other particulars
of loans, guarantees and investments have been
disclosed in the financial statements,

During the reporting period, the Company has not
made any other investment, given guarantee to any
of its subsidiaries and associates companies and other
body corporates and persons except as disclosed in
the financial statements,

Transactions with related parties

All contracts/ arrangements/ transactions entered
by the Company during the FY 2024-25 with related
parties were on an arm's length basis and in the
ordinary course of business and approved by the Audit
Committee, Certain transactions, which were repetitive
in nature, were approved through omnibus route,

As per the SEBI Listing Regulations, if any Related
Party Transactions ('RPT') exceeds H1,000 crore or
10% of the annual consolidated turnover as per the
last audited financial statement whichever is lower,
would be considered as material and would require
Members approval, In this regard, the Company has
obtained necessary approval of the members at the
previous annual general meeting, However, there
were no material transactions of the Company with
any of its related parties as per the Act, Information
on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in
Annexure I in Form AOC-2,

The details of RPTs during FY 2024-25, including
transaction with person or entity belonging to the
promoter/ promoter group which hold(s) 10% or
more shareholding in the Company are provided in
the accompanying financial statements,

During the FY 2024-25, the Non-Executive Directors
of the Company had no pecuniary relationship or
transaction with the Company other than sitting

fees, commission and reimbursement of expenses, as
applicable,

Pursuant to the requirements of the Act and the SEBI
Listing Regulations the Company has formulated a
policy on RPTs and is available on Company's website
URL: https://hbl.in/reports/HBL-Policies.pdf

Corporate Social Responsibility

The Company has a Board level committee that
supervises its Corporate Social Responsibility (CSR)
activities, The brief outline of the CSR Policy of the
Company and the initiatives undertaken by the
Company on CSR activities during the year are set out
in Annexure II of this report in the format prescribed
in the Companies (Corporate Social Responsibility
Policy) Rules, 2014,

Secretarial Standards

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

Business responsibility and sustainability report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and
Sustainability Report ('BRSR') on initiatives taken from
an environmental, social and governance perspective,
in the prescribed format is available as a separate
section in the Annual Report,

Management discussion and analysis

Management Discussion and Analysis Report of the
Company for year under review as required under
Listing Regulations is given as a separate Statement
in the Annual Report,

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

i, in preparation of the annual accounts, the
applicable Ind AS accounting standards have been
followed and there are no material departures;

ii, they have selected such accounting policies as per
ind AS 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;

iii, 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;

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

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

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

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, work performed by the
internal, cost, statutory and secretarial auditors and
external consultants and the reviews performed by
management and the relevant board committees,
including the audit committee, the board is of the
opinion that the Company's internal financial controls
were adequate and effective during the financial year
2024-25.

Extract of annual return

Pursuant to Section 92(3) and Section 134(3}(a) of the
Companies Act, 2013, the extract of Annual Return is
given in Annexure iii in the prescribed Form MGT-9,
which forms part of this report,

information regarding employees and related
disclosures

Your Company consistently believes in concerted
efforts in talent management and succession
planning practices, strong performance management

and learning and training initiatives, Rewards and
recognition are commensurate with performance
and that employees have the opportunity to develop
and grow, During the year, there were no complaints
relating to child labor, forced labor, involuntary
labor, sexual harassment in the last financial year and
pending as on the end of the financial year,

Disclosure as required under Section 22 of Sexual
Harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013

Your Company believes in providing a healthy
environment to all HBL Employees and does not
tolerate any discrimination or harassment in any form,
The Company has in place a gender neutral, Prevention
of Sexual Harassment (POSH) policy in line with the
requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, This policy is frequently communicated in
assimilation programs and at regular intervals to all
HBL employees, Following are some of the awareness
programs imparted to train HBL Employees and
internal complaints committee (ICC),

1, it is mandatory for every new joiner to undergo
a program on 'Prevention of Sexual Harassment '
during induction program,

2, The internal Complaints Committee is trained by
external agency when the committee members
are on-boarded to the committee,

3, Policy of 'Prevention of Sexual Harassment'
at workplace is available on internet for HBL
employees to access as and when required,

4, The 'Prevention of Sexual Harassment' policy is
placed in conspicuous places for better visibility
and communication of the policy, The posters are
also displayed in regional languages at all HBL
offices,

HBL has setup an internal Complaints Committee
(ICC) both at the Head office / Corporate office and
at every major location where it operates in India. ICC
has equal representation of men and women. ICC
is chaired by Ms. Sucharita Palepu, external women
representation.

ICC investigates the case(s) and provides its
recommendations to the apex authority . The apex
authority upon receiving the recommendations from
ICC arrives at the conclusion and acts upon such
recommendations.

Penal Consequences of Sexual Harassment ("SH") and
the constitution of the ICC is displayed at conspicuous
places.

Human resources

Please refer to the paragraph on Human Resources /
Industrial Relations in the Management Discussion &
Analysis section for detailed analysis.

Diversity and inclusion

Diversity and inclusion at workplace helps nurture
innovation, by leveraging the variety of opinions
and perspectives coming from employees with
diverse age, gender and ethnicity. The Company
assists the employees through awareness drives or
personal interactions, to build an approach of open
mindedness, express of thoughts and culture. The
Company employed 7.57% women employees in FY
2024-25 vis- a-vis 5.92% in FY 2023-24.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Non-Executive director to the median remuneration of the employees
of the Company for the financial year: Not Applicable as none of the Non-Executive Director was paid any
remuneration.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer,
Company Secretary in the financial year:

c. The percentage increase in the median remuneration of employees in the financial year: 4,51%

d. The number of permanent employees on the rolls of Company: 2,152 (as at 31 March 2025)

e. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

f. Comparison of remuneration of each the key managerial personnel (March 31,2025):

g. The key parameters for any variable component
of remuneration availed by the directors:

Commission on net profits was paid to Chairman
and Managing Director only in addition to the
monthly remuneration as disclosed elsewhere in
this report.

h. The ratio of the remuneration of the highest
paid director to that of the employees who are
not directors but receive remuneration in excess
of the highest paid director during the year:
Not applicable.

Disclosure requirements

As per listing Regulations, corporate governance
report with auditors' certificate thereon and

management discussion and analysis are attached
separately, which form part of this report.

Vigil Mechanism / Whistle blower policy

The Company has formulated a vigil mechanism /
whistle blower policy to provide a vigil mechanism
for employees including directors of the Company to
report genuine concerns. The provisions of this policy
are in line with the provisions of the Section 177(9)
of the Act and the Regulation 22 of the SEBI (LODR)
Regulations, 2015.

Deposits from public

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

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings & Outgo

information relating to conservation of energy,
technology absorption and foreign exchange
earnings and outgo, as required under Section 134(3}
(m) read with Rule 8(3} of the Companies (Accounts}
Rules, 2014 is given in the Annexure hereto.

Corporate governance report

Pursuant to Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015, a
separate section in Annexure VII titled "Report on
Corporate Governance" is attached to the Annual Report.

Prevention of insider trading

Your Company has adopted a code of conduct for
prevention of "insider Trading" as mandated by the
SEBI and the same is available on the website of
the Company: https://hbl.in/reports/HBL-Policies.
pdf. Your Company's Audit Committee monitors
implementation of said Policy.

Statutory Auditors

M/s LNR Associates, Chartered Accountants (FRN
05381S) Visakhapatnam who are the Statutory
Auditors of the Company have been appointed by the
members at the 36^th Annual General Meeting (AGM) of
the Company held on September 27, 2022 for a period
of five years to hold office till the conclusion of AGM in
2027 subject to ratification of members at every year
AGM. Accordingly, ratification of their appointment is
being recommended at the ensuing AGM.

The Report given by M/s. LNR Associates, Chartered
Accountants on the financial statements of the
Company for the year 2024-25 is part of the Annual
Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. During
the year under review, the Auditors had not reported
any matter under Section 143 (12) of the Act. Therefore
no detail is required to be disclosed under Section 134
(3)(ca) of the Companies Act, 2013.

Cost Auditors

As per Section 148 of the Act, the Company is
required to have the audit of its cost records
conducted by a Cost Accountant. Your Board, on the
recommendation of Audit Committee has appointed

M/s K. Narashima Murthy & Co., Hyderabad, Cost
Accountants (FRN 000042) as Cost Auditors of the
Company for conducting the audit of cost records of
the Company. Your Board, on recommendation of the
Audit Committee, reappointed them as Cost Auditors
for 2025-26, subject to the approval from Central
Government, if any.

Disclosure under Section 148(1) of the Companies
Act, 2013

The Company has been maintaining required cost
records as specified under Section 148(1) of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 as mended from time to time.

Secretarial Auditors, reports and certificates

SEBI in its recent amendment mandated listed
entities to appoint Secretarial Auditor for a term of
five years subject to approval of the members of
the Company. The CS Vinay Babu Gade, Practicing
Company Secretary issued a Secretarial Auditor for the
financial year 2023-24 and his secretarial audit report
is attached to this report in Annexure IV. There are no
qualifications, adverse comments and observations in
the secretarial audit report for the year 2024-25.
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with rules made thereunder
the Company has appointed CS Vinay Babu Gade,
Practicing Company Secretary to undertake the
secretarial audit of the Company for the year ended
March 31, 2025. Your Company has complied with
the Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and
Annual General Meetings.

The Secretarial Audit Report is given in Annexure
to this Report. There are no qualifications, adverse
comments and observations in the secretarial audit
report for the year 2024-25.

Pursuant to Regulation 24(A) of SEBI Listing
Regulations, the Company has obtained annual
secretarial compliance report from CS Vinay Babu
Gade, Practicing Company Secretary (ICSI M No.:
A20592 and COP No 20707) and the same submitted
to the stock exchanges. There are no qualifications,
adverse comments and observations in the secretarial
audit report for the year 2024-25.

As required under SEBI (LODR) Regulations, Your
Company has obtained a certificate from the
Practicing Company Secretary that none of the
Directors of the Board of the Company have been
debarred or disqualified from being appointed or
continuing as Directors by MCA/SEBI and other
Statutory Authorities. The said Certificate is forming
part of this Report.

In accordance with the provisions of Section 204
of the Companies Act, 2013 and Regulation 24A of
the SEBI listing regulations, the Board of Directors,
at its meeting held on May 24, 2025, approved the
appointment of CS Vinay Babu Gade, Practicing
Company Secretary (ICSI M No.: A20592; COP No 20707
and Peer Review no. 3047/2023, as the Secretarial
Auditor of the Company for a fixed term of five
financial years from FY 2025-26 to FY 2029-30 subject
to the approval of the shareholders at the ensuing
39^th Annual General Meeting based on the written
consent of the Secretarial Auditors and confirmation
to the effect that they are eligible and not disqualified
to be appointed as the Auditors of the Company in the
terms of the provisions of the Listing Regulations, the
Companies Act, 2013 and the rules made thereunder.

Dematerialisation of shares

As of March 31,2025, 99.25% of the Company's paid-
up Equity Share Capital exists in dematerialized form,
with the remaining 0.75% in physical form. Your
Company has issued three reminders to all relevant
shareholders, urging them to convert their physical
shares into dematerialized form. The Company's
Registrars are Kfin Technologies Limited, Karvy
Selenium Tower B, Plot 31-32, Gachibowli, Financial
District, Nanakramguda, Hyderabad - 500 032.

General

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

s There are no significant material orders passed by
the Regulators or Courts or Tribunal, which would

impact the going concern status of the Company
and its future operation. However, Members
attention is drawn to the Statement on Contingent
Liabilities and Commitments in the Notes forming
part of the Financial Statement.
s No fraud has been reported by the Auditors to the
Audit Committee or the Board.
s There has been no change in the nature of business
of the Company.

Cautionary Statement

Statements in this Annual Report, particularly those
relate to Management Discussion and Analysis,
describing the Company's objectives, projections,
estimates and expectations, may constitute 'forward¬
looking statements' within the meaning of applicable
laws and regulations to enable shareholders and
investors to comprehend our prospects. Although the
expectations are based on reasonable assumptions,
the actual results might differ materially from those
expressed in the statement. Important factors that
could influence the Company's operations include
global and domestic demand and supply conditions
affecting selling prices of finished goods, input
availability and prices, changes in government
regulations, tax laws, economic developments
within the country and other factors such as plant
breakdowns, industrial relations etc.

Acknowledgements

Your Directors place on record their sincere
appreciation towards the Company's valued
customers and shareholders for the support and the
confidence reposed by them in the management of
the company and look forward to the continuance
of this mutually supportive relationship in future.
Your Directors take this opportunity to thank all
the Company's Bankers, concerned Central and
State Government Departments, Agencies for their
support and co-operation to the Company. The Board
has special appreciation for the employees for their
dedicated services and their ability to deliver good
results in the future.

For and on behalf of the Board

Place: Hyderabad Dr A J Prasad

Date: August 09, 2025 Chairman and Managing Director