The Board of Directors take pleasure in presenting the 26th (Twenty-Sixth) Annual Report including inter-alia Directors'
Report, its annexures and audited financial statements (including standalone and consolidated financial statements along
with respective Auditors' Report thereon) for the year ended 31st March, 2025. The consolidated performance of the
Company and its subsidiaries has been referred to wherever required. The Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are referred to as 'Act' and 'Listing Regulations' respectively.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the financial years ended has been as under:

(Amount in Rs. Mn)

2. FINANCIAL PERFORMANCE AND THE STATE OF THE
COMPANY'S AFFAIRS:

Revenues - Standalone

During the year under review, the Company has recorded
an income of Rs. 6,816.93 Mn and net profit of Rs. 538.53
Mn as compared to sales and other income of Rs. 5,863.96
Mn and net profit of Rs. 562.68 Mn achieved in the previous
financial year.

Revenues - Consolidated

During the year under review, the Company has recorded
an income of Rs. 6,811.45 Mn and net profit of Rs 528.87
Mn as compared to sales and other income of Rs. 5,865.59
Mn and net profit of Rs 561.13 Mn achieved in the previous
financial year.

Business update and state of company's affairs

The information on Company's affairs and related
aspects is provided under Management Discussion and
Analysis Report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and forms part
of the Annual Report.

Change in the nature of the business, if any

During the period under review and the date of Board's
Report there was no change in the nature of business
pursuant to inter-alia Section 134 of the Companies Act,
2013 and Companies (Accounts) Rules, 2014

3. RESERVES:

The Closing balance of reserves, including retained earnings,
of the Company as at March 31, 2025 is Rs. 6,999.60 Mn.

4. DIVIDEND:

The Company has decided not to pay any dividend for the
financial year 2024-25 keeping in mind its capex, growth
plans and working capital requirements.

In terms of Regulation 43A of the Securities and Exchange
Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations),
the Dividend Distribution Policy was adopted to set out
parameters and circumstances that will be taken into
account by the Board while determining the distribution of
dividend to the shareholders. The Policy is available on the
website of the Company under the web link https://mtar.in/
policies-related-documents/.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred from the end of Financial Year 2024-25
till the date of this Annual Report except that the
proposal of merger of M/s. Gee Pee Aerospace and Defence
Private Limited ("Transferor Company-1") and M/s. Magnatar
Aerosystems Private Limited ("Transferor Company-2"), the
wholly-owned subsidiary(ies) of the Company with the
Holding Company/ Company i.e. MTAR Technologies Limited
("Transferee Company"), has been approved by the Board
of Directors of respective companies on 22nd May, 2025.
Developments in this regard will be informed to the
stakeholders accordingly.

6. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/
CIR/P/2018/144 dated November 26, 2018, read with
SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/
CIR/2023/172 dated October 19, 2023, the Directors the
Directors confirm that the Company is not defined as a
"Large Corporate" as per the framework provided in the
said Circular. Further, your Company has not raised any
funds by issuance of debt securities.

7. BOARD MEETINGS:

The Board of Directors duly met four (4) times during the
financial year 2024-25 on 28th May 2024, 13th August
2024, 29th October 2024 and 10th February 2025. The
intervening gap between the meetings did not exceed 120
days, as prescribed under the Act and Listing Regulations.
All the meetings were conducted through Physical mode
and option of attending the meeting through audiovisual
means was also given to those directors who could not
attend the meeting physically.

The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

8. INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on 10th February 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the
performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the management and your
Board that is necessary for your Board to effectively and
reasonably perform their duties. The performance of the
aforementioned assesses was found satisfactory.

9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANAGERIAL PERSONNEL:

During the year under review and as on the date of this
annual report following are the changes in the directors and
key managerial personnels as detailed below:

a) Appointments:

Following appointments and/or re-appointments have
taken place during the year:

• Mr. Arun Kumar Ojha was appointed as Chief Commercial
Officer (CCO) of the Company w.e.f. 27.04.2024.

• Ms. Naina Singh was appointed as the Company Secretary,
Compliance Officer and the Nodal Officer of the Company
w.e.f. 01.06.2024.

• Mr. Anushman Reddy was re-appointed owing to retirement
by rotation in the previous Annual General meeting which
was held during the year under the review.

• Mr. G.V. Satish Kumar Reddy was re-appointed owing to
retirement byrotationin the previous Annual General meeting
which was held during the year under the review.

• Mr. Rohit Loka Reddy was appointed as an Additional
Director (Non-Executive Category) of the Company w.e.f.
10.02.2025 who was regularized and appointed as a
Non-Executive Director of the Company w.e.f. 10.02.2025
by way of a resolution passed through postal ballot.

b) Resignations:

The following Resignations have taken place during the year:

• Mr. Shubham Sunil Bagadia had resigned as the Company
Secretary, Compliance Officer and the Nodal Officer of the
Company w.e.f. 31.05.2024.

• Mr. Pusparaj Satpathy had resigned as the Senior
Vice President - Human Resource w.e.f. 16.12.2024.

• Mr. G.V. Satish Kumar Reddy had resigned from the
Company w.e.f. 13.12.2024 as Non-Executive Director of the
Company.

The Board places on record it's sincere appreciation for the
invaluable contribution made by the above officer(s) during
their tenure.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR),
Regulations, 2015, brief particulars of the Directors seeking
appointment/re-appointments are given as Annexure A to
the notice of the AGM forming part of this Annual Report.

10. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the
year under review.

11. DECLARATION FROM INDEPENDENT DIRECTORS ON
ANNUAL BASIS:

The Company has, inter alia, received the following
declarations from all the Independent Directors as
prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16(1)(b) read
with Regulation 25 of the SEBI (LODR), Regulations, 2015
confirming that:

a. they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule IV and
Rules issued thereunder, and the Listing Regulations. There
has been no change in the circumstances affecting their
status as Independent Directors of the Company;

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent
Director's Database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the test
as required in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualifications
of Directors) Rules, 2014.

d. they had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission
and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and
Committee(s).

The Board of Directors of the Company has taken on
record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of
the veracity of the same.

12. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee
were approved by the Board of Directors.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

Independent Directors are familiarized about the Company's
operations and businesses. Interaction with the Business
heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company
is also made to the directors. Direct meetings with the
Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group
practices. The details of the familiarization programme of
the Independent Directors are available on the website
of the Company at the link: https://mtar.in/policies-relat-
ed-documents/ .

14. BOARD EVALUATION:

Performance of the Board and Board Committees was
evaluated on various parameters such as structure,
composition, diversity, experience, corporate governance
competencies, performance of specific duties and
obligations, quality of decision-making and overall Board
effectiveness. Performance of individual Directors was
evaluated on parameters such as meeting attendance,
participation and contribution, engagement with colleagues
on the Board, responsibility towards stakeholders and
independent judgement. All the Directors were subjected to
peer-evaluation.

All the Directors participated in the evaluation process. The
results of evaluation were discussed in the Board meeting
held on 10th February 2025. The Board discussed the
performance evaluation reports of the Board, Board
Committees, Individual Directors, and Independent External
Persons. The Board upon discussion noted the suggestions
/ inputs of the Directors. Recommendations arising from
this entire process were deliberated upon by the Board to
augment its effectiveness and optimize individual strengths
of the Directors.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual Directors
is enumerated in the Corporate Governance Report.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual Directors
is enumerated in the Corporate Governance Report.

15. POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the
Board is based on a combination of criterion that includes
ethics, personal and professional stature, domain expertise,
gender diversity and specific qualification required for the
position. The potential Board Member is also assessed on
the basis of independence criteria defined in Section 149(6)
of the Companies Act, 2013 and Regulation 27 of SEBI
(LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act,
2013 and Regulation 19(4) of SEBI (LODR) Regulations,
2015, on the recommendations of the Nomination and
Remuneration Committee, the Board adopted a
remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The brief
particulars of the Policy is attached a part of Corporate
Governance Report.

We affirm that the remuneration paid to the
Directors is as per the terms laid down in the Nomination and
Remuneration Policy of the Company.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5)
of the Companies Act, 2013 and on the basis of explanation
given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from
time to time, we state as under:

a. That in the preparation of the annual accounts, the
applicable accounting standards have been followed along
with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies
and applied them consistently and made judgment 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. That the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. That the Directors have prepared the annual accounts on
a going concern basis:

e. That the Directors have laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and are operating
effectively; and

f. That the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act,
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") read with the relevant circulars and amendments
thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and
Protection Fund ("IEPF"), constituted by the Central
Government.

During the year, no amount of dividend was unpaid or
unclaimed for a period of seven years and therefore no
amount is required to be transferred to Investor Education
and Provident Fund under the Section 125(1) and Section
125(2) of the Act.

18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE
/ FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/
JOINT VENTURES:

Magnatar Aero Systems Private Limited is the wholly
owned subsidiary company of Company incorporated on
04.11.2019 and is non-operational.

Gee Pee Aerospace and Defence Private
Limited, a wholly owned subsidiary of the company
incorporated on 20.06.1988 made a revenue of Rs. 32.43
Mn as on 31.03.2025 and net loss after tax of Rs. 8.60 Mn.

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014, a
separate statement containing the salient features of the
financial statements of the subsidiary companies is
prepared in Form AOC-1 and is attached as Annexure VIII
and forms part of this report.

19. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act and
the Companies (Management and Administration)
Rules, 2014, the draft Annual Return for Financial Year
2024-25 is available on the website of the Company
at the link: https://mtar.in/annual-return/. The Annual
General Meeting is proposed to be held on
Thursday, 18th September 2025. The Company shall upload
a copy of final Annual Return for Financial Year 2024-25
as soon it is filed with Registrar of Companies.

20. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

As stipulated under Regulation 34 of the Listing Regula¬
tions, the Business Responsibility & Sustainability Report
describing the initiatives taken by the Company from an
environmental, social and governance perspective forms
part of this Annual Report and is annexed as Annexure I.

21. AUDITORS:

a. Statutory Auditors

M/s. S.R. Batliboi & Associates., (Firm Registration No.
101049W/E300004), who are the statutory auditors of
the Company, hold office until the conclusion of 26th
Annual General Meeting of the Company to be held in the
year FY 2025-26. Pursuant to the provisions of Sections
139, 142 and other applicable provisions, if any, of the Act
(including any statutory modification or
re-enactment thereof for the time being in force) and the
Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, M/s. S.R. Batliboi & Associates
are proposed to be re-appointed as Statutory Auditors of the

Company for a second term of four years to hold office from
the conclusion of the 26th AGM till the conclusion of the
30th AGM in Financial Year 2029-30, subject to approval of
Members in the ensuing AGM. The necessary resolutions
for re-appointment of M/s. S.R. Batliboi & Associates form
part of the Notice convening the ensuing AGM scheduled to
be held on Thursday, 18th September, 2025. The Company
has in its Notice convening AGM sought approval from the
Members for passing a resolution vide item No. 4 for
the re-appointment of the Statutory Auditors for the
second term.

Statutory Auditors Report

The standalone and the consolidated financial statements
of the Company have been prepared in accordance with
Ind AS notified under Section 133 of the Act. The Statutory
Auditor's report does not contain any qualifications,
reservations, adverse remarks or disclaimers. The Statutory
Auditors of the Company have not reported any fraud to the
Audit Committee as specified under section 143(12) of the
Act, during the year under review.

The Statutory Auditors were present in the last AGM held on
6th September 2024.

Frauds reported by Statutory Auditors

During the Financial Year 2024-25, the Auditors have not
reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act,
2013.

b. Secretarial Auditor

M/s. S.S Reddy & Associates, Practicing Company Secretaries
(UID No. S2008AP101300), were appointed as the
Secretarial Auditors of the Company for a period of 5
(five) consecutive years, commencing from Financial Years
2025-26 to 2029-30, at the Board meeting held on 22nd
May 2025, based on the recommendation of the Audit
Committee, subject to the approval of the Members at
the ensuing AGM of the Company. They will undertake
secretarial audit as required and issue the necessary
secretarial audit report for the aforesaid period in
accordance with the provisions of Section 204 of the
Act and the Companies (Appointment and Remunera¬
tion of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the Listing Regulations.

They have confirmed that their appointment complies with
the eligibility criteria in terms of Listing Regulations. The
resolution seeking Members' approval for their
appointment forms part of the Notice under item no. 9.

The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations
and Guidelines and that there were no deviations or
non-compliances. The Secretarial Audit Report is provided
as Annexure-II to this Report.

The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks or disclaimers.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report
for the year ended 31st March 2025 on the Compliances
according to the provisions of Section 204 of the Companies
Act, 2013 and has noted that during the year, the company
does not have any reservation, qualification or adverse
remarks.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial Compliance
Report for the Financial year 2024-25 with the Bombay
Stock Exchange Limited and National Stock Exchange of
India Limited, the report was received from a Practicing
Company Secretary and filed within the stipulated time
as specified under Regulation 24A of the SEBI (LODR)
Regulations.

c. Cost Auditor

Your Company maintained the required cost records as
specified by the Central Government under sub-section (1)
of section 148 of the Act.

On the recommendation of the Audit Committee, the
Board of directors appointed M/s Sagar & Associates., Cost
Accountants (Registration No. 000118) as Cost Auditors of
the Company for financial year ending 31st March 2025.
The relevant cost audit reports for FY 2023-24 were filed
within the stipulated time.

The remuneration of Cost Auditors has been approved
by the Board of Directors on the recommendation of
Audit Committee in their respective meetings held on 22nd
May 2025, in terms of the Companies Act, 2013 and Rules
thereunder, and the requisite resolution for ratification of
remuneration of the Cost Auditors by the members has
been set out in item no. 8 of the Notice of 26th Annual
General Meeting of your Company.

Maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is not
applicable to the Company. The Cost Audit Report does not
contain any qualifications, reservations, adverse remarks or
disclaimers.

d. Internal Auditor

The Company had appointed M/s. Seshachalam & Co.,
Chartered Accountants as Internal Auditors of the Company
for the Financial Year 2024-25.

22. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls consistent
with the nature of business and size of the operations, to
effectively provide for safety of its assets, reliability of

financial transactions with adequate checks and balances,
adherence to applicable statues, accounting policies,
approval procedures and to ensure optimum use of
available resources. These systems are reviewed and
improved on a regular basis.

The company has appointed M/s. Pundarikashyam
and Associates, Chartered Accountants to review the
effectiveness of the Internal Financial Controls over
Financial Reporting (ICoFR) of the company for FY 2024-25
and there are no major observations reported in their report.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has not given loans or made any investments
(except for parking excess funds in FDs with Scheduled
banks, as and when required and provided guarantee to its
Wholly Owned Subsidiary Company) during the year under
review attracting the provisions under section 186 of the
Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

Our Company has formulated a policy on related party
transactions which is also available on Company's
website at https://mtar.in/policies-related-documents/. This
policy deals with the review and approval of related party
transactions.

All related party transactions that were entered into during
the financial year 2024-25 were on arm's length basis and
were in the ordinary course of business. There were no
material significant related party transactions made by the
Company with the Promoters, Directors, Key Managerial
Personnel or the Senior Management which may have a
potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies
Act, 2013 in the prescribed Form AOC-2 is appended as
Annexure III which forms part of this Report.

All related party transactions were placed before the Audit
Committee/Board for approval. Prior approval of the Audit
Committee was obtained for the transactions which are
foreseen and are in repetitive in nature. Members may refer
to note no.36 to the financial statement which sets out
related party disclosures pursuant to IND AS-24.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company
for the year ended 31st March 2025 have been prepared in
accordance with the provisions of Section 129(3) of the
Companies Act and applicable Accounting Standards and
form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with first proviso of

Section 129(3) of the Companies Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a separate statement
containing salient features of the Financial Statements of
Subsidiary Companies in Form AOC-1 as Annexure VIII is
appended to this report, which forms part of the Financial
Statements. The separate Audited Financial Statements in
respect of the Subsidiaries are also available on the website
of the Company at https://mtar.in/financial-information/.

26. NAMES OF THE COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or
ceased to become its subsidiaries, joint ventures or associate
Company.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of
the Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

During the Financial Year 2024-25, your Company strived to
imbibe energy conservation principles and initiatives across
all its facilities. The Company has produced in aggregate
1,433,650 kWh units with the help of solar panels.

The other key initiatives across multiple areas are highlighted
below -

HVAC - Your Company has undertaken initiatives such as
Installation of VFD with solenoid valves for Compressor
cooling water system, AC optimum utilization through
installation of timer control units, etc.

Lighting - Similar to last year, your Company has continued
the initiative to replace old lighting fittings with new-age
energy efficient LED fittings within and outside some of
our facilities. The installation of motion sensors at various
locations has helped us to reduce the energy consumption
at various sites.

Awareness Generation - This included improving awareness
amongst employees to switch off major energy
consuming equipment or units when idle as well as employing
an energy review tool and energy balance tool to identify
projects.

Apart from the above initiates, the Company also has a
specific conservation of energy policy with SOPs to be
followed. It is assured that the same are in place and adequate
measures are taken to follow the SOPs.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): During the year the
Company developed Bellows which is part of SOFC power

unit manufactured by the Company instead of procurement
from overseas.

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: INR 4717.34 Mn
Foreign Exchange Outgo: INR 2202.70 Mn

28. COMMITTEES:

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the delegated
authority. The following statutory Committees constituted
by the Board function according to their respective roles
and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

Other than above committees, the Company has two other
internal non-statutory committees namely, Management
and Technology 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 Integrated Report.

The Company has adopted a Code of Conduct for its
employees including the Managing Director. In
addition, the Company has adopted a Code of Conduct for its
Non-Executive Directors which includes a Code of Conduct
for IDs, that suitably incorporates the duties of IDs as laid
down in the Act. The same can be accessed at https://mtar.
in/policies-related-documents/. All Senior Management
personnel have affirmed compliance with the Code of
Conduct of the Company.

The Managing Director has also confirmed and certified the
same. The certification is enclosed as Annexure B to Report
on Corporate Governance.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle
Blower Policy pursuant to Regulation 22 of the Listing
Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behavior,
suspected fraud or violation.

The said policy inter-alia provides safeguard against
victimization of the Whistle Blower. Stakeholders including
directors and employees have access to the Managing
Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied

The policy is available on the website of the Company at
https://mtar.in/policies-related-documents/.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS
REPORT:

The company has attracted the provisions of
Corporate Social Responsibility u/s 135 of Companies Act,

2013 and accordingly has formed the CSR committee to
foresee the CSR activities, adopted the CSR policy and also
created a separate bank account exclusively for CSR. The
Corporate Social Responsibility Report is enclosed as
Annexure IV. Details of the CSR policy of the Company
are available on our website https://mtar.in/policies-relat-
ed-documents/.

In terms of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,

2014 as amended ("CSR Rules") and in accordance with the
CSR Policy, during the financial year 2024-25, your Company
has spent Rs. 2,00,00,000/- while the total obligation
was Rs. 1,97,56,000/- (representing 2 % of the average net
profit for the past the three financial years, being FY 2021-22,
FY 2022-23 and FY 2023-24). The Company has spent an
amount of Rs. 2,44,000/- in excess of the obligation of Rs.
1,97,56,000/- for the financial year 2024-25 which would
be available to be set off in the subsequent three Financial
Years.

Corporate Social Responsibility continues to be the core
value of your Company embedded in the core value of
caring, which focuses on 'serving and improving the
communities in which we live.' The major areas of activities
undertaken by the Company are Education, employment
enhancing vocational skills, Art & Culture, Health Care
Centers and voluntary support.

31. PUBLIC DEPOSITS:

Your Company has not accepted any deposits under
Chapter V of the Companies Act, 2013 read with the Rule
8(v) of Companies (Accounts) Rules 2014, during the
financial year under review.

Details of deposits not in compliance with the
requirements of the Act:

Since the Company has not accepted any deposits during
the Financial Year ended 31st March 2025, there has been
no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the
Company has filed with the Registrar of Companies (ROC)
requisite returns in Form DPT-3 for outstanding receipt of
money/loan by the Company, which is not considered as
deposits.

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961 :

The Company declares that it has duly complied with the
provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave
period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive
and supportive work environment that upholds the rights
and welfare of its women employees in accordance with
applicable laws.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS
/ REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the
regulators /courts that would impact the going concern
status of the Company and its future operations.

34. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company
are adequate. The Company maintains appropriate system
of internal control, including monitoring procedures, to
ensure that all assets are safeguarded against loss from
unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and
balances, and are meant to ensure that all transactions are
authorized, recorded and reported correctly.

During the period under review, there is no material
observations have been noticed for inefficiency or
inadequacy of such controls by the internal control auditor
M/s. Pundarikashyam and Associates.

Further, details of internal financial control and its adequacy
are included in the Management Discussion and Analysis
Report which is appended as Annexure V and forms part
of this Report.

35. INSURANCE:

The properties and assets of your Company are adequately
insured.

36. CREDIT & GUARANTEE FACILITIES:

The Company has availed Working Capital and Term Loan
facilities from State Bank of India, HDFC Bank, ICICI Bank
Limited, Union Bank of India and Export-Import Bank of
India and appointed SBICAP Trustee Company Limited as
custodian of all security documents under Multiple Banking
arrangements.

37. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing
process within the Organization. The Company has a
robust risk management framework to identify, monitor
and minimize risks and also to identify business opportunities.
As a process, the risks associated with the business are
identified and prioritized based on severity, likelihood and
effectiveness of current detection. Such risks are reviewed
by the senior management periodically.

Risk Management Committee of your Company assists
the Board in (a) overseeing and approving the Company's
enterprise wide risk management framework; and (b)
overseeing that all the risks that the organization faces such
as strategic, financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational, other risks have
been identified and assessed, and there is an adequate risk
management infrastructure in place capable of addressing
those risks. The development and implementation of risk
management policy has been covered in the Management
Discussion and Analysis, which forms part of this Report.

38. SHARE CAPITAL:

During the year under review and as on the date of the
report, there was no change in the authorised share capital
of the Company which stands at Rs.66,00,00,000/- (Rupees
Sixty-Six Crores Only) divided into 6,60,00,000 (Six Crore
Sixty Lakhs Only) equity shares of Rs.10/- (Rupees Ten Only)
each.

Further during the year under review and as on the date
of this report there was no change in the paid-up share
capital and the subscribed capital of the Company which
standsatRs.30,75,95,910/-(RupeesThirtyCores Seventy-Five
Lakhs Ninety-Five Thousand Nine Hundred and Ten Only)
divided into 3,07,59,591 (Three Crores Seven Lakhs Fifty-Nine
Thousand Five Hundred and Ninety-One Only) equity shares
of Rs.10/- (Rupees Ten Only) each.

39. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

The Company has implemented all of its major
stipulations as applicable to the Company. As stipulated
under Regulation 34 read with schedule V of SEBI (LODR)
Regulations, 2015, a report on Corporate Governance duly
audited is appended as Annexure VI for information of
the Members. A requisite certificate from the Secretarial
Auditors of the Company confirming compliance with the
conditions of Corporate Governance is attached to the
Report on Corporate Governance.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report,
pursuant to the SEBI (LODR) Regulation provides an
overview of the affairs of the Company, its legal status and

autonomy, business environment, mission & objectives,
sectoral and segment-wise operational performance,
strengths, opportunities, constraints, strategy and risks and
concerns, as well as human resource and internal control
systems is appended as Annexure V for information of the
members.

41. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain
policies for all listed companies.

All the policies are available on our website https://mtar.in/
policies-related-documents/.

42. ENVIRONMENTS AND HUMAN RESOURCE
DEVELOPMENT:

Your Company always believes in keeping the environment
pollution free and is fully committed to its social
responsibility. The Company has been taking utmost care in
complying with all pollution control measures from time to
time strictly as per the directions of the Government.

43. COMPLIANCE WITH 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 such systems are adequate and operating
effectively. During the year under review, the Company was
in compliance with the Secretarial Standards (SS) i.e., SS-1
and SS- 2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively.

44. STATUTORY COMPLIANCE:

The Company has complied with the required provisions
relating to statutory compliance with regard to the affairs of
the Company in all respects.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaint Committee (ICC)
has been set up to redress complaints received regarding
sexual harassment.

The Board constituted its Internal Complaints Committee
(ICC) to protect against sexual harassment of women at
the workplace and for the prevention and redressal of
complaints of sexual harassment and for matters connected
therewith or incidental thereto.

All employees are covered under this policy. However,
during the reporting period, the ICC received no complaints
and no cases were pending for more than Ninety (90) days.

46. STATEMENT SHOWING THE NAMES OF THE TOP TEN
EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND
THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)
OF THE COMPANIES(APPOINTMENT & REMUNERATION)
RULES, 2014:

A table containing the particulars in accordance with the
provisions of Section 197(12) of the Act, read with Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as
Annexure VII (a) to this Report.

A statement showing the names of the top ten employees
in terms of remuneration drawn and the name of every
employee is annexed to this Annual report as Annexure VII (b).

During the year, none of the employees is drawing a
remuneration of Rs.1,02,00,000/- and above per annum
or Rs.8,50,000/- and above in aggregate per month, the
limits specified under the Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 other than those
mentioned in Annexure VII (b).

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and
Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration of each
Director to the median remuneration of the employees is
as follows.

48. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER
TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended from time to time,
the Company has formulated a Code of Conduct for
Prevention of Insider Trading ("Insider Trading Code") and a
Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information ("UPSI").
The Code of Practices and Procedures for fair disclosure of
UPSI is available on the website of the Company at https://
mtar.in/policies-related-documents/.

49. DECLARATION FROM DIRECTORS:

None of the Directors of the Company are disqualified
from being appointed as Directors as specified under
Section 164(1) and 164(2) of the Act read with Rule 14(1)
of the Companies (Appointment and Qualifications of
Directors) Rules,2014 (including any statutory modification(s)
and/or re-enactment(s) thereof for the time being in
force) or are debarred or disqualified by the Securities and
Exchange Board of India ("SEBI"), Ministry of Corporate
Affairs ("MCA") or any other such statutory authority.

All members of the Board and Senior Management have
affirmed compliance with the Code of Conduct for Board
and Senior Management for the financial year 2024-25.
The Company had sought the following certificates from an
independent and reputed Practicing Company Secretaries
Firm confirming that:

a. none of the Director on the Board of the Company has
been debarred or disqualified from being appointed and/or
continuing as Directors by the SEBI/MCA or any other such
statutory authority.

b. independence of the Directors of the Company in terms
of the provisions of the Act, read with Schedule IV and Rules
issued thereunder and the Listing Regulations.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken
up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option schem:NA

4. Disclosure on purchase by Company or giving of loans by
it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

8. Transfer of shares: Yes

51. CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC):

No corporate insolvency resolution processes were
initiated against the Company under the Insolvency and
Bankruptcy Code, 2016, during the year under review.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION
AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS, IF ANY:

During the year under review, there has been no one
time settlement of loans taken from banks and financial
institutions.

53. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the MD/CFO certification is attached as
Annexure C to the Corporate Governance Report.

54. NON-EXECUTIVE DIRECTORS' COMPENSATION AND
DISCLOSURES:

None of the Independent / Non-Executive Directors has any
pecuniary relationship or transactions with the Company
which in the Judgment of the Board may affect the
independence of the Directors other than sitting fee, and
reimbursement of expenses.

55. INDUSTRY BASED DISCLOSURES AS MANDATED BY
THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and
hence Industry based disclosures is not required.

56. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions
were done by the Company, which have failed to be
implemented.

57. CREDIT RATING:

The ICRA has reaffirmed the credit rating and has awarded
A (Stable) for long term rating and A1 credit rating for short
term fund based for the bank credit facilities obtained by the
Company. ICRA (A) Credit Rating implies that the Securities
with this rating are considered to have adequate
degree of safety regarding timely servicing of financial
obligations. Such securities carry low credit risk. The rating
reflects ICRA's expectations that the company's operational
and financial profile will continue to improve backed by its
expanding order book position and scale, and it will maintain
healthy profit margins as it is the key supplier for many of
the products manufactured by it.

58. AGREEMENTS/MOU ENTERED BY THE COMPANY:

During the period under review, the Company has not
entered into any MOU. However, the Company has entered
into an agreement with Israel Aerospace Industries Ltd.,
Thales Global Services SAS and GKN Westland Aerospace
Inc.

59. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation
of the contribution made by the employees at all levels, to
the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation
of business constituents, banks and other financial
institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board of
MTAR Technologies Limited

Sd/- Sd/

Subbu Venkata Rama Behara P. Srinivas Reddy

Chairman Managing Director

(DIN: 00289721) (DIN: 00359139)

Place: Hyderabad
Date: 05.08.2025