Your Board of Directors ("the Board") take pleasure in presenting the Board's Report as a part of the 41st (Forty First) Annual Reportof Mold-Tek Technologies Limited ("the Company"), together with the Audited Financial Statements (Standalone and Consolidated)and the Auditor's Report thereon for the financial year ended 31st March, 2025.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st March, 2025, is summarized below:
Particulars
Standalone
Consolidated
Year ended 31st March
2025
2024
Revenue from operations
12,899.83
14,617.23
14,584.90
16,074.18
Other Income
397.74
242.80
401.78
243.28
Total Income
13,297.57
14,860.03
14,986.68
16,317.46
Expenditure
10,972.68
10,440.50
12,633.18
11,877.74
Profit before exceptional items, financecosts, depreciation, and taxes
2,324.89
4,419.53
2,353.50
4,439.72
Less:
Finance Cost
69.95
92.50
Depreciation and Amortization
651.02
636.00
652.02
637.64
Profits before exceptional items and tax
1,603.92
3,691.03
1,631.53
3,709.58
Exceptional Items
0.00
Net Profit for the year before Taxes
Less: Provision for Taxes
Current Tax
399.60
912.93
913.080
Deferred Tax Assets
15.15
11.60
Prior Year tax
-
Profit after tax (PAT)
1,189.17
2,766.50
1,216.78
2,784.90
Other Comprehensive Income
(657.81)
(258.07)
(647.54)
(256.50)
Total Comprehensive Income for the year
531.36
2,508.43
569.25
2,528.40
2. PERFORMANCE HIGHLIGHTS :
a) Standalone:
The Company has recorded total revenue of ' 12,899.83 Lakhs' during the year as against ' 14,617.23 Lakhs' in theprevious year. The net profit after provision for tax is ' 1,189.17 Lakhs as against net profit after tax of ' 2,766.50Lakhs' in the previous year.
Civil and Structural Division achieved revenue of $ 14.340 Million in FY 2024-25, compared to $ 16.147 Million of theprevious year.
Mechanical Division achieved revenue of $ 2.926 Million in FY 2024-25, compared to $ 3.256 Million of the previousyear.
The Management Discussion and Analysis report,which forms part of this report, showcases into theperformance of each of the business divisions andthe outlook for the current year.
b) Consolidated:
The Company has recorded total revenue of' 14,584.90 Lakhs' during the year as against' 16,074.18 Lakhs' in the previous year. The netprofit after provision for tax is ' 1,216.78 Lakhs asagainst net profit after tax of ' 2,784.90 Lakhs' inthe previous year.
At the end of the year under review, the Company hadone subsidiary namely "Mold-Tek Technologies Inc." USA.The financial position of the said company is given in thenotes to Consolidated Financial Statements.
The Highlights of performance of subsidiary is as follows:
Mold-TekTechnologies Inc
13,064.75
Total Sub Contract Expenses
11,478.92
Gross profit
1,585.83
Total Expenses
1,554.80
Net ordinary Income
0
1.53
Deferred Tax Liability
Profit after Tax
29.50
In accordance with Section 129(3) of the CompaniesAct, 2013 and Regulation 34(2) of the SEBI (LODR)Regulations, 2015, the Consolidated Financial Statementsof the Company, including the financial details of thesubsidiary company, forms part of this Annual Report asAnnexure-A.
The Consolidated Financial Statements have beenprepared as per the applicable Indian AccountingStandards issued by the Institute of CharteredAccountants of India ('ICAI').
There has been no change in the nature of business ofthe Company during the financial year under review. TheCompany continued to engage in its principal line ofbusiness without any deviation.
There are no material changes and commitments,affecting the financial position of the Company whichhave occurred between the close of the Financial Year ason 31st March, 2025, to which the financial statementsrelate and the date of this Report.
The Board has recommended a final dividend of ' 1.00per equity share having face value of ' 2.00 each (i.e.@ 50% per equity share of face value ' 2.00 each) forthe financial year ended 31st March, 2025 out of its'current profits, subject to the approval of Members atthe ensuing Annual General Meeting (hereinafter referredto as 'AGM') of the Company.
The dividend, as recommended by the Board, if approvedat the ensuing AGM, will be paid to those Members,whose name shall appear on the Register of Members ason the Record Date as shall be mentioned in the Noticeof AGM. If approved, the dividend shall be paid within30 days from the date of declaration as per the relevantprovisions of the Companies Act, 2013 (hereinafterreferred to as 'Act').
The Company has not transferred any amount to reservesduring the year under review.
The equity shares of the Company are listed at BSELimited, Mumbai and National Stock Exchange of IndiaLimited, Mumbai. The applicable annual listing fees werepaid before the due date. The annual custodian fees havealso been paid to the depositories before the due date.
Amount (?)
Authorized share capital(6,50,00,000 Equity Shares of' 2.00 each)
13,00,00,000
Issued, subscribed and paid-upshare capital
(2,85,64,460 Equity Shares of' 2.00 each)
5,71,28,920
10.2. Shares allotted during the FY 2025:
(a) Public issue, rights issue, preferential issue:
No such shares were issued during the FY 2025.
(b) Issue of Shares under ESOP:
Your Company has allotted the following EquityShares as per MTTL Employees Stock OptionScheme-2016:
Sr.
No.
Date ofAllotment
Scheme
Numberof EquitySharesallotted
1.
3rd April,2024
MTTL Employees StockOption Scheme-2016
1,73,398
Total
(c) Issue of Shares with differential rights as todividend, voting or otherwise:
There were no issue of equity shares withdifferential rights as to dividend, voting orotherwise.
(d) Issue of Sweat Equity Shares:
There were no issue of sweat equity shares duringthe FY 2025.
(e) Issue of Bonus Shares:
No Bonus Shares were issued during the FY 2025.
(f) Buy-back of Shares:
No shares were bought back during the FY 2025.
11. EMPLOYEE STOCK OPTION SCHEME:
The Company in terms of the Mold-Tek TechnologiesLimited, Employees Stock Option Scheme-2016 whichwas approved by the members of the company in the32nd Annual General Meeting of the company held on 19*'September, 2016, in accordance with the Securities andExchange Board of India (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021, erstwhile SEBI(Share Based Employee Benefits) Regulations, 2014, hadmade the 1st tranche of granting of 5,00,000 options,as approved by the Nomination and RemunerationCommittee/Board in its meeting held on 1st August, 2018and a 2nd tranche of granting of 6,00,495 (Comprises of1,00,495 Stock Options added back to the Shares Pool asper the Scheme) options under this scheme, as approvedby the Nomination and Remuneration Committee/Boardin its meeting held on 23rd February, 2022, respectively.
During the financial year under review the Board videa Board Resolution passed on the 3rd April, 2024, hasvested 1,73,398 options (out of 2nd tranche of grantingof 6,00,495 options). The necessary disclosure /Outcomeof the Board Resolution Passed by the Board of Directorson 3rd April, 2024, was given to the stock exchange(s).There have been no changes in the Scheme.
The certificate from the Secretarial Auditor on theimplementation of the 2016 Plan in accordance withthe Securities and Exchange Board of India (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021(including any statutory modification(s) and/or re¬enactment^) thereof for the time being in force) ("SEBISBEB Regulations"), has been uploaded on the websiteof the Company at https://www.moldtekengineering.com/investors/ The 2016 Plan is being implemented inaccordance with the provisions of the Act and SEBI SBEBRegulations. The details of the stock options grantedunder the 2016 Plan and the disclosures in compliancewith SEBI SBEB Regulations and Section 62(1)(b) of theAct read with Rule 12(9) of the Companies (Share Capitaland Debentures) Rules, 2014 are set out in 'Annexure-B'and are available on the website of the Company athttps://www.moldtekengineering.com/investors/
Further, the Nomination and Remuneration Committeeand the Board of Directors of the Company, at theirmeeting held on 29th August, 2025, have approved theintroduction of an Employee Stock Option Scheme titled''MTTL Employee Stock Option Scheme 2025'' (''MTTLESOS 2025" / "Scheme"), subject to the approval ofthe shareholders at the ensuing Annual General Meeting(AGM) of the Company.
The detailed terms and conditions of the proposed"Scheme" are set out in the Notice convening theensuing Annual General Meeting, which forms an integralpart of Annual Report for FY 2024-25.
12. VIGIL MECHANISM - WHISTLE BLOWER POLICY:
The Company has put in place a Whistle Blower Policyand has established the necessary vigil mechanismas defined under Regulation 22 of the SEBI ListingRegulations for employees and others to report concernsabout unethical behaviour. It also provides for adequatesafeguards against the victimisation of employees whoavail of mechanism. No person has been denied accessto the Chairperson of the audit committee.
The Whistle blower Policy is available on the websiteof the company. The web-link for the same has been
disclosed separately in the Report on CorporateGovernance which forms part of this Annual Report.
Particulars of loans given, investments made, guaranteesgiven and securities provided are provided along withthe purpose for which the loan, guarantee, or securityis proposed to be utilised by the recipient are providedin the notes to Financial Statements which forms part ofthis Annual Report.
The company has complied with the provisions of section188(1) of the Act dealing with related party transactions.The information on transactions with related partiespursuant to section 134(3) (h) of the Act read with Rule8(2) of the Companies (Accounts) Rules, 2014 are givenin Form AOC-2 and is enclosed to this report. Kindly referto Annexure C.
The other requisite details as required by Sections 134& 188 of the Act and Regulation 23, 34(3) of Securitiesand Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 are providedin the Report on Corporate Governance and FinancialStatements.
The Board of the Company is duly constituted. None ofthe directors of the Company is disqualified under theprovisions of the Companies Act, 2013 or under the SEBI(LODR) Regulations, 2015.
Appointments/Retirements/Re-appointments and Changein Designation during the financial year (Including thosemade after the end of financial year and the date of thisreport):
(i) Retirements and re-appointments during thefinancial year:
(a) Mr. P. Venkateswara Rao (DIN: 01254851) &Mr. J. Bhujanga Rao (DIN: 08132541), Non¬Executive Directors of the Company werere-appointed as Director of the Company(who retired by rotation and being eligible,offered themselves for re-appointment as aDirector) in the Annual General Meeting heldon 26th September, 2024.
(b) Mr. K. Sobhana Chalam (DIN: 08715430) wasre-appointed as an Independent Director ofthe Company, in the Annual General Meetingheld on 26®' September, 2024 for a for afurther period of five (5) years w.e.f. 11thMarch, 2025 to hold office till 10th March,2030.
(c) Mr. Ponnuswamy Ramnath (DIN:03625336) and Mr. Eswara Rao Immaneni(DIN: 08132183) were appointed as anIndependent Director of the Company,in the Annual General Meeting held on26th September, 2024 for a for a term of5 consecutive years with effect from 21stAugust, 2024 to 20th August, 2029.
(d) Mrs. J. Sudharani (DIN: 02348322) was re¬appointed as Whole-Time Director of theCompany, in the Annual General Meetingheld on 26th September, 2024 for a furtherperiod of five (5) years w.e.f. 1st April, 2025to hold office till 31st March, 2030.
(e) Dr. Venkata Appa Rao Kotagiri (DIN:01741020) and Mr. Vasantkumar RoyChintamaneni (DIN: 01102102) ceased to beIndependent Directors of the Company uponcompletion of their second term of 5 (Five)consecutive years on 29th September, 2024.
(ii) Retirements, re-appointments and Regularizationafter the end of financial year and the date of thisreport:
(a) In accordance with the provisions ofSection 152 of the Act, Mrs. J Sudharani(DIN : 02348322), Whole-Time Director ofthe Company is retiring by rotation at theensuing Annual General Meeting and beingeligible offers herself for re-appointment.
Following are the KMPs of the Company in accordancewith the provisions of Section 2(51), and 203 ofthe Companies Act, 2013 read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 as at 31st March, 2025:
Sl.
Name of the KMP
Designation
Mr. J. Lakshmana Rao
Chairman andManaging Director
2.
Mrs. J. Sudharani
Whole-Time Director
3.
Mr. K.V.V. Prasad Raju
Chief Executive Officer
4.
Mr. D. Sarveswar Reddy
Chief Financial Officer
5.
Mr. T. Vikram Singh
Company Secretary andCompliance Officer
Change in KMP of the Company - During the financialyear (Including those made after the end of financialyear and the date of this report), following changes aretook place in the composition of KMP of the Company:
(i) Mrs. J. Sudharani (DIN: 02348322) was re¬appointed as Whole-Time Director of the Companyin the Annual General Meeting held on 26®'September, 2024 for a further period of five (5)years w.e.f. 1st April, 2025.
(ii) Mr. D. Sarveswar Reddy was appointed as ChiefFinancial Officer of the Company w.e.f. 30th April,
2024.
(iii) Mr. T. Vikram Singh has resigned from the positionof Company Secretary and Compliance Officer ofthe Company with effect from 31st day of July,
2025.
(iv) Mr. Prateek Kumar Tiwari was appointed as theCompany Secretary and Compliance Officer of theCompany with effect from 8th day of August, 2025.
The details about the composition of board, KMP and thecommittees of the board can be found at the Report ofCorporate Governance, which forms part of this report.
Pursuant to the provisions of Section 178 of the Act, andin terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has aNomination and Remuneration Policy for its Directors,Key Managerial Personnel and Senior Management whichalso provides Policy for its Directors, Key ManagerialPersonnel and Senior Management which also provides forthe diversity of the Board and provides the mechanismfor performance evaluation of the Directors and thesaid Policy was amended from time to time and may beaccessed on the Company's website at the following link:https://www.moldtekengineering.com/investors/
The remuneration paid to the directors is as per the termslaid out in the Nomination and Remuneration Policy ofthe Company.
18. CODE OF CONDUCT FOR EMPLOYEES AND BUSINESSETHICS AND CODE OF CONDUCT FOR BOARD MEMBERS,KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:
The Company has formulated a Code of Conduct forEmployees and Business Ethics and Code of Conductfor Board Members, Key Managerial Personnel & SeniorManagement Personnel and has complied with all therequirements mentioned in the aforesaid code.
The Company has received necessary declaration fromeach of the Independent Directors under Section 149(7)of the Act that he/she meets the criteria of independencelaid down in Section 149(6) of the Act and Regulation 25of the SEBI LODR Regulations.
In the opinion of the Board, there has been no changein the circumstances which may affect their status asIndependent Directors of the Company and the Boardis satisfied of the integrity, expertise, and experience(including proficiency in terms of Section 150(1) of theAct and applicable rules thereunder) of all IndependentDirectors on the Board. In terms of Rule 6 of theCompanies (Appointment and Qualification of Directors)Rules, 2014, all Independent Directors of the Companyhave enrolled themselves on the Independent Directors'Databank as on the date of this Report.
In accordance with the provisions of the CompaniesAct and the SEBI Listing Regulations, the IndependentDirectors conducted a meeting to evaluate theperformance of the Executive Directors. This evaluationconsidered inputs from both Executive and Non¬Executive Directors. The Board, as a whole, also assessedthe quality, quantity, and timeliness of the informationflow between the Company's Management and the Board.
The evaluation process covered several aspects of thefunctioning of the Board and its Committees, includingtheir composition, experience, competencies, fulfilmentof duties, and governance practices. Additionally,a separate assessment was undertaken to evaluateindividual Directors based on parameters such asattendance, contribution to discussions, and the exerciseof independent judgment.
Furthermore, in line with the prescribed criteria andmethodology for annual performance evaluation,the Board carried out a comprehensive review of theperformance of the Board, its Committees, and eachindividual Director. For the financial year 2024-25, allmembers of the Board and its Committees were found tomeet the established performance benchmarks.
The Board expressed satisfaction with the overallfunctioning and effectiveness of the Board and itsCommittees.
Further details of the evaluation process are providedin the Report on Corporate Governance, which forms anintegral part of this report.
During the year under review, Six (6) meetings of theboard were held, the details of which have been disclosedin the report on Corporate Governance, which forms partof this report. The maximum interval between any twomeetings did not exceed 120 days, as prescribed by theAct.
As required under the provisions of the Companies Act,2013 and the SEBI (LODR) Regulations, 2015, as on 31stMarch, 2025, the Board has the following committees:
(i) Audit Committee;
(ii) Nomination and Remuneration Committee;
(iii) Stakeholders Relationship Committee;
(iv) Corporate Social Responsibility Committee.
During the year, all recommendations made by thecommittees were approved by the Board. A detailednote on the composition of the various committees isprovided in the report on Corporate Governance, whichforms part of this report.
In compliance with Section 135 of the Act the Companyhas undertaken Corporate Social Responsibility (CSR)activities and programmes as provided in the CSRPolicy of the Company and as per the Annual ActionPlan. The Company has spent the entire 2% of the netprofits earmarked for CSR projects during the year underreview. A report on CSR pursuant to Section 135 of theAct and Rules made thereunder is annexed herewith asAnnexure-D.
The Annual Return as required under Section 92 andSection 134 the Act read with Rule 12 of the Companies(Management and Administration) Rules, 2014 isavailable on the Company's website at https://www.moldtekengineering.com/
25. CONSERVATION OF ENERGY, RESEARCH ANDDEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy,research and development, technology absorption,foreign exchange earnings and outgo, as required to bedisclosed under the Companies Act, 2013 are enclosed tothis report. Kindly refer to Annexure-E.
Disclosures pertaining to remuneration and otherdetails as required under Section 197(12), read withthe Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, are given inAnnexure-F which forms part of this Report. Thestatement containing particulars of employees pursuantto Section 197 of the Act, read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, is not being sent tothe Members along with this Annual Report in accordancewith the provisions of Section 136 of the Act. Copies ofthe said statement are available at the registered officeof the Company during the designated working hoursfrom 21 days before the AGM till the date of the AGM.Any member interested in receiving the said statementmay write to the Company Secretary, stating their FolioNo./DPID & Client ID.
Your Company has not accepted any deposits fallingwithin the meaning of Section 73 or 74 of the CompaniesAct, 2013 during the Financial Year 2024-25 and assuch, no amount on account of principal or interest ondeposits from public was outstanding as on the date ofthe balance sheet.
Pursuant to Section 134(5) of the Act, the board ofdirectors, to the best of their knowledge and ability,confirm that:
a) in the preparation of the annual accounts, theapplicable accounting standards have beenfollowed and there are no material departures;
b) they have selected such accounting policies andapplied them consistently and made judgmentsand estimates that are reasonable and prudentso as to give a true and fair view of the state ofaffairs of the Company at the end of the financialyear and of the profit of the company for thatperiod;
c) they have taken proper and sufficient care forthe maintenance of adequate accounting recordsin accordance with the provisions of the Actfor safeguarding the assets of the company andfor preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a goingconcern basis;
e) they have laid down internal financial controlsto be followed by the company and such internalfinancial controls are adequate and operatingeffectively;
f) they have devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
Pursuant to the provisions of Regulation 34 read with
Schedule V of the SEBI Listing Regulations, a report on
Management Discussion & Analysis is enclosed to this
report. Kindly refer to Annexure-G.
a) Statutory Auditors:
At the 38th (Thirty Eighth) Annual General Meeting(AGM) held on 30th September, 2022, the membershad approved the appointment of M/s. Praturi &Sriram, Chartered Accountants, (Firm RegistrationNumber 0027395) as the Statutory Auditors of theCompany to hold office for a period of five yearsfrom the conclusion of that AGM till the conclusionof the 43rd (Forty Third) AGM.
b) Secretarial Auditor:
Pursuant to the provisions of Section 204 ofthe Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules,
2014 and amended Regulation 24A of the SEBIListing Regulations, the Board has, based on therecommendation of Audit Committee approvedthe appointment of Mr. Ashish Kumar Gaggar,Practicing Company Secretary (Membership No.FCS 6687), a peer reviewed practicing companysecretary as Secretarial Auditor of the Company fora period of five years, i.e., from 1st April, 2025to 31st March, 2030, subject to approval of theShareholders of the Company at the ensuing AGM.
c) Internal Auditors:
The Board has appointed M/s. M. Anandam & Co.,Chartered Accountants as internal auditors of theCompany with effect from 31st October, 2022.
The said Internal Audit Report does not containany qualification, reservations, adverse remarks ordisclaimer.
a) Statutory Auditor's Report:
The Notes on financial statements referred to inthe Auditors' Report are self-explanatory and donot call for any further comments. The Auditors'Report does not contain any qualification,reservation, adverse remark or disclaimer TheReport is enclosed to the financial statements inthis Annual Report.
b) Secretarial Auditor Report:
The Company has undertaken an audit for theFinancial Year 2024-25 as required under theCompanies Act, 2013 and the SEBI (LODR)Regulations, 2015. The Secretarial Auditor Reportfor Financial Year 2024-25 does not contain anyqualification, reservation or adverse remark. TheSecretarial Audit Report for the financial yearended 31st March, 2025 is enclosed to this Report.
c) Instances of fraud reported by the Auditors:
During the year under review, the statutoryauditors and the secretarial auditor have notreported any instances of frauds committed in theCompany by its Officers or Employees under section143(12) of the Act to the Central Government orthe Audit Committee under section 143(12) of theCompanies Act.
The Annual Secretarial Compliance Report forthe Financial Year 2024-25 for all applicablecompliance as per the Securities and ExchangeBoard of India Regulations and Circulars/Guidelinesissued thereunder has been duly obtained by theCompany.
The Annual Secretarial Compliance Report issuedby Mr. Ashish Gaggar, practicing company secretaryfor the financial year ended 31st March, 2025 hasbeen submitted to the Stock Exchanges within 60days of the end of the Financial Year and formspart of this Report.
As on 31st March, 2025, the Company does not have amaterial unlisted subsidiary, incorporated in India, whichrequires Secretarial Audit to be conducted pursuant toSection 204 of the Companies Act, 2013 and Regulation24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended, for theFinancial Year 2024-25.
The Company adopted a Code of Conduct to Regulate,Monitor and Report Trading by Designated Persons andtheir Immediate Relatives pursuant the Securities andExchange Board of India (Prohibition of Insider Trading)Regulations, 2015. This Code of Conduct also includescode of practices and procedures for fair disclosure ofunpublished price sensitive information and has beenmade available on the Company's website at https://www.moldtekengineering.com/
The Company is maintaining Structured Digital Database('SDD'), for monitoring the dealings in the securities ofthe Company by the promoters, directors and designatedpersons including immediate relative and also to keeprecord of the persons with whom the unpublished pricesensitive information of the Company has been sharedinternally or externally until it becomes public.
The Company has adopted Indian Accounting Standards(Ind AS) with effect from April 01, 2017 pursuantto Ministry of Corporate Affairs' notification of theCompanies (Indian Accounting Standards) Rules, 2015.The standalone and consolidated financial statementsof the Company, forming part of the Annual Report,
have been prepared and presented in accordance withall the material aspects of the Indian AccountingStandards ('Ind AS') as notified under Section 133 of theCompanies Act 2013 read with the Companies (IndianAccounting Standards) Rules 2015 (by Ministry ofCorporate Affairs ('MCA') and Regulation 33 of Securitiesand Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 as amendedand relevant amendment rules issued thereafter andguidelines issued by the Securities Exchange Boardof India ("SEBI"). There was no revision of FinancialStatements (Standalone & Consolidated) and BoardReports during the year under review.
In terms of Section 118(10) of the Companies Act, 2013,the Company complies with Secretarial Standards I andII, relating to the 'Meetings of the Board of Directors'and 'General Meetings', respectively as issued by theInstitute of Company Secretaries of India ("ICSI") andapproved by the Central Government.
Maintenance of cost records and requirement of costaudit as prescribed under the provisions of Section148(1) of the Act are not applicable for the businessactivities carried out by the Company.
37. LOANS AND ADVANCES IN THE NATURE OF LOANSTO FIRMS/COMPANIES IN WHICH DIRECTORS AREINTERESTED:
The information as required to be provided underSchedule V Para C clause 10 (m) of the SEBI ListingRegulations forms part of the report on CorporateGovernance enclosed to the Annual Report.
The information as required to be provided underSchedule V Para C clause 10 (n) of the SEBI ListingRegulations forms part of the report on CorporateGovernance enclosed to the Annual Report.
In terms of Section 134(5)(e) of the Act, the termInternal Financial Control means the policies andprocedures adopted by a company for ensuring orderlyand efficient conduct of its business, includingadherence to company's policies, safeguarding of itsassets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records,and timely preparation of reliable financial information.
Details in respect of adequacy on internal financialcontrols concerning the Financial Statements are statedin the Management Discussion and Analysis Sectionwhich forms part of this Annual Report.
Investor relations are a critical function within a companythat focuses on building and maintaining relationshipswith its investors and stakeholders. It serves as thebridge between the Company's management team andits shareholders, analysts, and the broader investmentcommunity. The primary goal of investor relations isto effectively communicate the Company's financialperformance, strategic direction, and key developmentsto the investment community.
Investor relations activities play a vital role in managingthe flow of information between the Company andits investors. This disseminates accurate and timelyinformation, such as financial reports, earnings releases,and regulatory filings, to ensure transparency andcompliance.
The Company's officials participate in investorconferences and earnings calls, where they provideupdates on the Company's performance and addressquestions and concerns from investors.
Another crucial aspect of investor relations is buildingand maintaining relationships with shareholders andanalysts.
Overall, investor relations is a critical function thathelps companies establish and maintain productiverelationships with their investors and the broaderinvestment community and also contribute to enhancingthe Company's reputation, maximizing shareholder valueand supporting its long-term growth objectives.
The Company takes pride in the commitment,competence and dedication shown by its employeesin all areas of business. The company ensures that itprovides a harmonious and cordial working environmentto all its employees. To ensure good human resourcesmanagement, the Company focused on all aspects of theemployee lifecycle. This provides a holistic experiencefor the employee as well. During their tenure at theCompany, employees are motivated through various skill-
development programs, engagement and volunteeringprograms. The Company has put in continued efforts inbuilding capabilities of Human Resources with adoptionof specific and targeted interventions. The Companyhas a structured induction process at all locations andmanagement development programs to upgrade skillsof managers. Objective appraisal systems based on KeyResult Areas are in place for all employees.
The Company is committed to nurture, enhance andretain talent through superior Learning & OrganizationalDevelopment.
There were no such incidents occurred during theFinancial Year 2024-25.
During the year under review, there were no proceedingsthat were filed by the Company or against the Company,which are pending under the Insolvency and BankruptcyCode, 2016, as amended, before National Company LawTribunal or other Courts.
The Company will continue to uphold the true spiritof Corporate Governance and implement the bestgovernance practices. A report on Corporate Governancepursuant to the provisions of Corporate Governance Codestipulated under the SEBI Listing Regulations forms partof the Annual Report.
Full details of the various board committees are alsoprovided therein along with Auditors' Certificate regardingcompliance of conditions of corporate governance.
There are no orders passed by the regulators/courts/tribunals impacting the going concern status andCompany's operations in future.
There are no material changes and commitments,affecting the financial position of the Company whichhas occurred between the close of the Financial Year ason 31st March, 2025 to which the Financial Statementrelate and the date of this Report.
The Chief Executive Officer (CEO) and Chief FinancialOfficer (CFO) have certified to the Board in accordancewith Regulation 17(8) of the SEBI LODR pertaining toCEO/CFO certification for the year ended 31st March,2025. Kindly refer to Annexure-H.
The Company has established a Risk Management Policy,including a Risk Assessment and Minimization Procedure,aimed at identifying and addressing various risksassociated with its business operations. The Board ofDirectors and Senior Management periodically review thispolicy and implement appropriate measures to mitigateidentified risks. Based on the current evaluation, theBoard is of the opinion that there are no risks whichthreaten the continued existence of the Company.Nevertheless, certain inherent risks, typical of theindustry in which the Company operates, are discussedin detail in the Management Discussion and Analysissection of this Report. Furthermore, the Company hastaken comprehensive insurance coverage to safeguard itsassets and manage potential risks effectively.
In terms of the requirement of Section 134(3)(n) of theCompanies Act, 2013 and Regulation 21 of Securitiesand Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theCompany has developed and implemented the RiskManagement Policy. The Audit Committee has additionaloversight in the area of financial risks and controls.Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on acontinuing basis. The development and implementationof risk management policy has been covered in themanagement discussion and analysis, which forms partof this report. At present the Company has not identifiedany element of risk which may threaten the existence ofthe company.
50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OFTHE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKINGLOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF:
The Company has not made any such valuation duringthe financial year 2024-25.
The various policies adopted by the Company can befound at web-link: https://www.moldtekengineering.com/investors/
52. PARTICULARS RELATING TO THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013 (POSH):
In accordance with the provisions of the SexualHarassment of Women at the Workplace (Prevention,Prohibition and Redressal) Act, 2013 ('POSH Act'), theCompany has put in place a Policy on Prevention ofSexual Harassment of women at Workplace.
The Company has constituted Internal ComplaintsCommittee in accordance with the provisions ofthe Sexual Harassment of Women at the Workplace(Prevention, Prohibition and Redressal) Act, 2013 andthe Rules made thereunder.
There are no pending complaints either at the beginningor at end of the financial year. The following is thesummary of the complaints received and disposed offduring the financial year 2024-25 are as follows:
a) Number of complaints filed during the financialyear 2024-25: Nil
b) Number of complaints disposed off during thefinancial year 2024-25: Nil
c) Number of complaints pending as on end of thefinancial year 2024-25: Nil
Your Company is in compliance of the Maternity BenefitAct, 1961.
Pursuant to applicable provisions of the Act read withthe Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016("IEPF Rules"), all unpaid or unclaimed dividends thatare required to be transferred by the Company to theInvestor Education and Protection Fund ("IEPF" or"Fund") established by the Central Government, aftercompletion of seven years from the date of the declarationof dividend are transferred to IEPF. Further, according tothe Rules, the shares in respect of which dividend hasnot been paid or claimed by the shareholders for seven
consecutive years or more are also transferred to thedemat account of the IEPF Authority.
The Company had sent individual notices and advertisedin the newspapers seeking action from the shareholderswho have not claimed their dividends for sevenconsecutive years or more. Thereafter, the Companytransferred such unpaid or unclaimed dividends andcorresponding shares to IEPF.
During the financial year 2024-25, pursuant to provisionof Section 124 of the Act, the Company has transferreda sum of ' 2,73,206.40/- to the IEPF, the amount ofdividend which was unclaimed/ unpaid for a period ofseven years, declared for the financial year 2016-17.
During the financial year 2024-25, the Company hastransferred 23,250 shares in respect of which dividendhas not been paid or claimed for seven consecutive yearsor more pursuant to Section 124 of the Act to the IEPF.
Shareholders/claimants whose shares or unclaimeddividend, have been transferred to the IEPF may claimthose dividends and shares from the IEPF Authorityby complying with prescribed procedure and filing thee-Form IEPF-5 online with MCA portal.
The dividend declared for the financial year ended 31March 2018 and which remains unpaid/ unclaimed isdue to be transferred to IEPF within statutory timelines,upon expiry of the period of seven years.
Further the shares in respect of which dividend has notbeen paid or claimed for seven consecutive years willalso be transferred to IEPF. Shareholders are requestedto ensure that they claim the unpaid dividends referredto above before the dividend and shares are transferredto the IEPF pursuant to the provision of Section 124 ofthe Act.
Your Directors wish to place on record their appreciationfor the commitment extended by the employees of theCompany and its Subsidiary during the year. Further,the Directors also wish to place on record the supportwhich the Company has received from its promoters,shareholders, bankers, business associates, vendors,government(s) and clients/customers of the Company.
For and on behalf of the Board of Directors ofMold-Tek Technologies Limited
Sd/-
Lakshmana Rao Janumahanti
Chairman & Managing DirectorDIN: 00649702
Place : Hyderabad
Dated: 29th August, 2025