Your Directors take great pleasure in presenting the 51^st Annual
Board’s Report, highlighting the performance and achievements
of your Company, together with the Audited Financial Statements
(Standalone & Consolidated) for the Financial Year (FY) ended
on March 31,2025.

1. SIGNIFICANT ACHIEVEMENTS:

During FY 2024-25, Company achieved its highest
ever revenue of H1,07,410.15 Lakh, marginally
surpassing the revenue of H1,07,267.45 Lakh
achieved for FY 2023-24.

Achieved highest ever export turnover of H 9,419.32
Lakh registering a year-on-year growth of 42.21%
compared to H 6,623.00 Lakh during FY 2023-24.

The Earnings Before Interest, Taxes, Depreciation
& Amortization (EBITDA) for FY 2024-25
stood at H24,896.79 Lakh, reflecting a healthy
growth of 11.10% compared to H22,408.66 Lakh
recorded in FY 2023-24.

Profit Before Tax (PBT) for FY 2024-25 increased to
H15,603.90 Lakh, registering a growth of 19.15% over
H13,095.95 Lakh in FY 2023-24. Likewise, Profit After
Tax (PAT) improved to H11,006.87 Lakh in FY 2024¬
25, marking a year-on-year growth of 20.61% from
H9,126.32 Lakh in FY 2023-24.

2. HIGHLIGHTS OF OPERATIONS:

Developed three grades of cast Ni-based superalloys
and supplied defect free cast bars for its application
in the aerospace sector. The stringent chemistry and
mechanical properties including high temperature
properties of the alloys were achieved in single
attempt using thermodynamic simulation.

Developed and indigenized Nickel based superalloys
for areoengine casings. It was supplied in forms of
forged and rolled rings, as well as hot rolled bars.
The parameters were successfully established

through thermodynamic and thermo-mechanical
simulations and various experimentation, to achieve
the requirement of stringent high temperature
mechanical properties.

Successfully developed two important and indigenous
nickel-based superalloys—Superni 41 hot rolled
plates and IHTA forged billets—both were recognized
by the Hon’ble Raksha Mantri during the SAMARTHYA
event at Aero India 2025, Bengaluru. Superni 41 is
a precipitation-hardening alloy offering high strength
up to 871°C and oxidation resistance up to 982°C.
IHTA, designed for steam generator tubes in thermal
power plants, exhibits exceptional high-temperature
strength, creep resistance, and coal ash corrosion
resistance, with operating capability up to 760°C and
350 bars, making it vital for next-generation power
generation technologies.

3. FINANCIAL HIGHLIGHTS:

3.1 Your Company achieved a revenue of H1,07,410.15 Lakh
for FY 2024-25 vis-a-vis revenue of H1,07,267.45 Lakh
achieved for FY 2023-24 reflecting a marginal Year-on-
Year (Y-o-Y) growth of 0.13%. Despite steady revenues,
the Company delivered a significant improvement in
profitability, achieving an Operating Profit of H12,511.75
Lakh for the FY 2024-25 registering a Y-o-Y growth of
23.85% vis-a-vis Operating Profit of H 10,102.43 Lakh
achieved for FY 2023-24. This improvement underscores
the Company’s focus on operational efficiency.

3.2 EBITDA for the FY 2024-25 stood at H 24,896.79 Lakh and
registered Y-o-Y growth of 11.10 % against the EBITDA of
H 22,408.66 Lakh recorded during FY 2023-24. Value of
Production (VoP) for the FY 2024-25 stood at H 1,06,562
Lakh against the VoP of H1,14,764 Lakh recorded
during FY 2023-24.

3.3 Profit Before Tax (PBT) for FY 2024-25 stood at H15,603.90
Lakh registering a Y-o-Y growth of 19.15% vis-a-vis PBT
of H13,095.95 Lakh for FY 2023-24. Profit After Tax (PAT)
stood at H11,006.87 Lakh for the FY 2024-25 registering a
Y-o-Y growth of 20.61%, vis-a-vis H9,126.32 Lakh achieved
for FY 2023-24.

4. DIVIDEND POLICY:

4.1 Your Company, being a Central Public Sector Enterprise
(CPSE), the Guidelines on Capital Restructuring issued by
Department of Investment and Public Asset Management
(DIPAM) as amended from time to time are applicable.
As per the DIPAM Guidelines, every CPSE would pay a
minimum annual Dividend of 30% of PAT or 4% of the Net-
worth whichever is higher subject to the limit, if any, under
any extant legal provision.

4.2 The Company’s dividend distribution policy is enclosed
as “Annexure - I” and also available on the Company’s
website viz. https://midhani-india.in/policies/ .

4.3 The Directors have not recommended a final dividend for
FY 2024-25, in view of the ongoing capital expenditure and
capacity augmentation projects, both under execution and

newly sanctioned by the Board. Further, during the year
under review, the Board of Directors of the Company in
their Meeting held on March 19, 2025 had declared interim
Dividend of H 0.75 per equity share of the face value of
H 10/- each i.e. @ 7.50%.

4.4 The interim Dividend was paid to the eligible shareholders
on March 25, 2025. The Interim dividend declared and
paid by Company i.e. H 0.75 per equity share of face value
of H 10/- each i.e. 7.50% translates to 12.77% of Profit
After Tax (PAT).

4.5 During the year under review, your Company has sought
exemption from DIPAM with respect to payment of
minimum dividend for FY 2024-25 in accordance with
DIPAM Guidelines.

4.6 The performance of MIDHANI with respect to the Return on Investment in comparison to the previous year is as under:

5. TRANSFER TO GENERAL RESERVE:

Your Company has transferred H 8,100 Lakh to General
Reserve for the FY 2024-25.

6. Joint Venture/Associate Company

6.1 During the year under review, a Joint Venture Company i.e.
Advanced Materials (Defence) Testing Foundation, (Section
8 Company) was incorporated on June 4, 2024 under
Defence Testing Infrastructure Scheme promulgated by
Ministry of Defence. The Joint Venture Members comprise
Mishra Dhatu Nigam Limited, Hindustan Aeronautics
Limited, Bharat Dynamics Limited, Yantra India Limited and
PTC Industries Limited, each holding 20% of paid-up share
capital of the Company.

6.2 The Joint Venture Company will set up a Mechanical
and Material Testing Facility at the Lucknow node of the
Uttar Pradesh Defence Industrial Corridor, with MIDHANI
leading the project. The project will be funded through a
grant-in-aid of 75% of the project cost by the Government
of India, while the balance 25% will be contributed by the
Joint Venture members.

7. PERFORMANCE AGAINST MoU:

For FY 2024-25, MIDHANI’s MoU performance is
expected to qualify for an overall ‘Good’ rating, subject
to evaluation and confirmation by Department of Public
Enterprises (DPE).

8. MODERNISATION, EXPANSION & UPGRADATION
PROGRAM OF THE COMPANY:

8.1 Over the years, the Company’s consistent focus on
upgradation and modernization has resulted in the
establishment of additional facilities, expansion of production
capacity, and diversification of its product portfolio.

8.2 Projects undertaken/ proposed for Modernization,
Expansion and Upgradation of MIDHANI’s production
activities during the year ended on March 31,
2025 are as under:

(i) Production of Helical Springs: A dedicated facility
for manufacturing Helical Compression Springs
for railway wagons, coaches, and locomotives
was established. Research Designs & Standards
Organisation (RDSO) three-stage approval process
includes facility approval, prototype approval, and
field trial approval is currently in progress. Preliminary
approval was obtained in May 2024 and revised
prototypes are expected to be submitted for RDSO
approval by October 2025. Concurrently, equipment
upgrades and modifications are also undertaken to
proceed with field trials and secure final approval.

(ii) Compacting Press for Titanium sponge:

Procurement of an 8000T capacity hydraulic
compacting press is being planned for compacting
Titanium sponge with master alloys to produce
Titanium electrodes which will be utilized in both
primary and secondary melting in the Vacuum Arc Re¬
melting (VAR) furnace. The project scope also covers
establishment of necessary auxiliary facilities such as
moulds, electrical and Programmable Logic Controller
(PLC) systems, and stacking devices.

(iii) Establishment of new Titanium Shop: To cater
to the growing demand for Titanium alloys from
the naval, space, missile, and export sectors,
a dedicated Titanium melting facility has been
established. This new Titanium shop is equipped
with a 10-ton capacity Vacuum Arc Re-melting (VAR)
Furnace, an indigenously developed Plasma Welding
Machine, a recirculating water system, cooling
towers, independent power distribution, DG set, and

supporting infrastructure housed in a separate pre¬
engineered building with office and storage space.
Designed with provision of future expansion in mind,
the facility was commissioned and over 100 heats
were melted during FY 2024-25.

(iv) VAR-VI (Z Furnace) successfully qualified for
Titanium alloys: New Vacuum Arc Remelting
(VAR) Furnace, designated as VAR-VI (Z Furnace),
which was rigorously tested and qualified for melting
Titanium alloys. This qualification ensured the furnace
met high standards for refining and producing defect-
free ingots. The process included monitoring of arc
stability, melt rate, hot topping, ultrasonic inspection
and ingot surface quality. This successful qualification
will expand melting capabilities and further strengthen
Titanium production capacity.

(v) Augmentation of Bar & Wire Drawing facility:

MIDHANI undertook a major augmentation of its
Bar & Wire Drawing (B&WD) Shop. Phase 1 of the
upgradation included the in-house development of
a continuous strand annealing furnace to replace
an outdated unit, enabling the production of four
critical stainless steel weld consumables. In Phase
2, MIDHANI constructed a new 459 sq.m shed and
installed two new bull block machines capable of
significantly enhancing monthly production capacity
of stainless and low alloy steel wires. These
upgradations have strengthened the B&WD Shop’s
ability to cater to diverse sectors, with enhanced
capability and thereby also eliminated the need
for outsourcing.

(vi) Additional Supporting facility for Wide Plate Mill:

To address rising production demand and strengthen
finishing operations, the DE and EF bays of the Wide
Plate Mill plant have been extended. Key equipment
such as a shot blasting machine and plasma cutting
machine were installed and integrated into regular
production. To further support the growing needs
for cold and hot plate cutting and to strengthen
inspection capabilities, plans are underway to
introduce additional facilities including a water jet
cutting system, CNC plasma cutting machine, online
ultrasonic testing (UT) machine, EOT cranes for
efficient plate handling, and dedicated grinding units
for Work Rolls and Back-Up Rolls.

(vii) Replacement of old HT cables and HT
equipment(s): MIDHANI initiated a phased
replacement of old HT cables and HT equipment(s)
accross shop floor to enhance safety and reliability.

The HT cable of Forge shop and CRM were replaced
with new XLPE cables which improved reliability of
power distribution system. Also initiated replacement
of old porcelain-type 132KV CT/PT with new
Polymeric type CT/PT to improve safety and reliability
of main receiving substation of MIDHANI.

9. LABOUR PRODUCTIVITY:

The value added per employee for year ended on March
31, 2025 was H 81.86 Lakh, vis-a-vis H81.06 Lakh in the
previous financial year.

10. SALES AND OPERATIONAL EFFICIENCY:

As of March 31, 2025, MIDHANI’s trade receivables,
measured in terms of ‘Number of Days Sales,’ increased
to 139 days, compared to 110 days as on March 31,
2024. The rise in receivable days is primarily attributable
to delays in payments. Additionally, the higher share of
dispatches made during the last quarter of the financial
year contributed to the elevated receivables position as of
the reporting date.

11. DEVELOPMENT OF NEW PRODUCTS
THROUGH R&D EFFORTS:

11.1 Research and Development (R&D) remains cornerstone
of product development. MIDHANI’s R&D efforts
extends beyond innovation, integrating marketing, cost
management, and product enhancement, into our broader
business strategy. R&D plays a pivotal role in developing
new products and improving existing offerings, making it a
key driver of our growth and success and continues to be
accorded high priority in MIDHANI’s operations.

11.2 During FY 2024 -25, an expenditure of ?2,417.61 Lakh
was incurred towards R&D. In addition to overseeing the
research and development of new products, MIDHANI’s
R&D is entrusted with the crucial responsibilities of
planning, team management, and deployment of technical
infrastructure and manpower to support specific processes.

11.3 Some of the major R&D initiatives undertaken during the
year are as below:

Indigenous Product Developments:

Development and supply of three grades
of cast Ni-based superalloys for Aero¬
engine: Three grades of cast Ni-based
superalloys were successfully developed, type
approved and supplied as defects free cast

bars for aeroengine applications. The stringent
chemistry and mechanical properties including
high temperature properties of the alloys
were achieved in single attempt leveraging
thermodynamic simulation without any rejection.

Development of Nickel based superalloy
for the casing of aero-engine: MIDHANI

successfully developed and indigenized Nickel
based superalloy, for the casing of aero-engine.
It was successfully supplied in forms of forged
and rolled rings as well as hot rolled bars.
Melting, homogenization, forging and hot rolling
parameters were successfully established
through various experimentation and thereby
meeting the requirement of stringent high
temperature mechanical properties. Most
importantly, Ultrasonic Testing (UT) criteria
was also established for the rings and
Hot-Rolled bars.

SN90A Products for aeronautical
applications: MIDHANI developed and

optimized the process parameters for forging
of Superni-90A 125mm diameter forged bars
ensuring consistency in microstructure, grain
size and mechanical properties and high
temperature properties. SN90A products were
successfully manufactured and supplied by
meeting the stringent ultrasonic inspection
requirement of 1.2mm FBH. This development
contributed significantly to indigenisation of
SN90A for aeronautical applications.

Various Nickel based cast alloys for
aeronautical applications: MIDHANI

successfully developed five Nickle-based
cast alloys. Remelt stocks were developed
through 600 Kg VIM furnace. Type certification
of these cast alloys was achieved by meeting
chemical composition and surface defects
inspection. Manufactured as cast sticks, these
alloys have now been fully indigenized for
aeronautical applications.

Development of Indian High Temperature
Alloy (IHTA) Forged Billets: MIDHANI

successfully developed a new Nickel-based
superalloy, IHTA, specifically designed for its
application in steam generator tubes of India’s
thermal power plants. IHTA is a precipitation¬
hardening nickel alloy that demonstrates

exceptional strength and creep resistance at
high temperatures, excellent resistance to coal
ash corrosion, and outstanding metallurgical
stability. With good weldability in heavy sections,
it has been engineered to meet the requirements
of cleaner and more efficient power generation.
Capable of operating at temperatures up to
760°C and high pressures of 350 bars, IHTA is
ideal for next-generation thermal power systems.

Development of SNI 41 hot rolled plates:

MIDHANI successfully developed Superni 41,
a nickel-based precipitation hardening alloy
known for its high strength retention up to
871 °C and excellent oxidation resistance up
to 982°C. Due to its exceptional resistance to
high-temperature combustion gases, the alloy is
primarily used in engine combustion chambers.
The alloy also find its critical applications in
turbine castings such as blades and wheels,
combustion chamber liners, gas turbine nozzle
partitions, petrochemical reactor components,
fasteners, etc.

Establishment of Thermo-mechanical
Processing Parameters and Supply of
Titan31A Alloy Bars: MIDHANI developed and
optimized the thermo-mechanical processing
parameters for Titan31A alloy bars of 500mm
and 420mm diameter, ensuring consistency
in microstructure and mechanical properties.
MIDHANI successfully manufactured and
supplied these bars for aerospace applications
by meeting stringent Ultrasonic inspection
class 3.2 mm FBH. This achievement marks
a significant step in the indigenization of
large-diameter Titanium alloy products for
aerospace applications.

Qualification of Indigenized Al-V and Al-

Mo-Ti Master Alloys: MIDHANI successfully
developed and qualified critical master alloys—
Al-V for Titan31A and Al-Mo-Ti for BT3-1—to
substitute imported raw materials impacted
by geopolitical constraints. These master
alloys were validated through melting, forging,
hot rolling of three heats and subsequent
mechanical, microstructural and chemical
evaluations. This successful integration of
master alloy improved cost-effectiveness and
supply chain reliability.

Establishment of Process Parameters for
Wide Plate Mill (WPM) Products of Titan32,
PT3B & Titan31: MIDHANI successfully
developed and validated hot rolling parameters
for manufacturing wide plates using Titan32,
PT3B, and Titan31 alloys. The process
development included defining percentage
deformation, temperature control, rolling
speeds and heat treatment. Each alloy’s unique
processing requirements were addressed to
maintain structural integrity and achieve desired
mechanical and microstructural properties.
This achievement enabled reliable production
of wide plate products for aerospace and
defence applications.

Type Testing of Titanium Products for

Naval Applications: MIDHANI successfully
completed extensive type testing for BT1-0 cold
rolled sheets, PT1-M seamless pipes, and PT3B
plates, sheets, fasteners, forged products, and
hot-rolled bars. These products were rigorously
evaluated for dimensional accuracy, surface
finish, mechanical properties, weldability, and
corrosion resistance. Developed as import
substitutes, these products met all end-user
specifications.

Established thermo-mechanical processing
parameters for BT20 Ring products: MIDHANI

successfully established and developed the
thermo-mechanical processing parameters for
BT20 alloy ring components for the aerospace
requirement. The process covered billet
conversion, ring rolling, and final heat treatment
ensuring compliance with mechanical and
microstructural properties and dimensional
precision. This achievement played a vital role in
enabling domestic production of Titanium rings,
thereby reducing dependency on imported
materials for critical aerospace applications.

Process improvement:

MIDHANI successfully established the utilization
of Titanium plant reverts (solid blocks) for melting
of Titan31 alloy. A sustainable process was
developed to use clean solid Titanium blocks
as charge material, enhancing raw material
utilization and reducing production costs without
compromising alloy quality. Comprehensive

trials validated that the chemical composition
and mechanical properties remained consistent,
supporting cost-effective and environmentally
responsible manufacturing practices.

MIDHANI successfully qualified the Wide Plate
Mill (WPM) for five aeronautical steel grades
thickness up to 100mm. Following qualifications,
materials has been successfully dispatched
and this development would enhance product
yield, reduce dependency on the Forge Shop,
Heat Treatment Shop, and Hot Rolling Mill. It
would also improve overall production efficiency
through the WPM route.

Plant reverts were successfully qualified for
use in five aeronautical steel grades, resulting
in significant cost savings on raw materials and
a reduction in Work-In-Progess (WIP) inventory.
This qualification not only enhanced raw material
utilization but also supported sustainable
manufacturing practices by minimizing waste
and optimizing process efficiency.

Artificial Intelligence (AI)

During FY 2024-25, MIDHANI implemented and
deployed an AI-based image analysis system to
predict the microstructure of alloys, enhancing
the accuracy and efficiency of metallurgical
evaluations. This system enables faster
decision-making in quality control and aids in
standardizing microstructural assessments,
thereby contributing to improved product
reliability and process optimization.

12. INTELLECTUAL PROPERTY:

The Company continued to develop new products to
meet growing market demand, achieving significant
advancements in R&D activities. This progress is reflected
in the expansion of the company’s intellectual property
assets. MIDHANI’s products are unique, and to safeguard
against infringement, the Company has placed a strong
emphasis on encouraging the application of Intellectual
Property Rights (IPRs). Recognizing the importance of
IPR in identifying potential patents, MIDHANI’s R&D
team, in collaboration with the Training and Development
department, also organizes in-person and online sessions
to educate employees on IPR awareness and its application
during the development phase.

13. ENERGY CONSERVATION:

13.1 With a strong focus on energy efficiency and best practices,
MIDHANI undertook several initiatives during the year
to optimize resource utilization. Specific measures were
introduced during the year to reduce LPG consumption,
including loading materials with similar heat cycles in
furnaces to their full capacity, optimizing batch processing
of similar material types, and planning continuous furnace
operations to maximize the use of available heat energy
through improved Capacity Utilization Factor (CUF).

13.2 During FY 2024-25, MIDHANI implemented several energy¬
saving initiatives aimed at improving efficiency and reducing
costs. A Power Purchase Agreement (PPA) was signed with
NTPC Vidyut Vyapar Nigam Ltd. (NVVNL) on December
31,2024 for a 1 MWp rooftop solar plant under the RESCO
model. This initiative enabled MIDHANI to procure solar
energy at H3.97 per kWh, significantly lower than the H6.65
per kWh from the conventional grid.

13.3 To further enhance power quality and reduce energy costs,
a 3 MVAr Automatic Power Factor Correction (APFC) panel
is proposed to be procured. This would improve the power
factor from the current level of 0.95 to 0.99, building upon
the earlier improvement from 0.90 to 0.95 achieved through
previous APFC installations.

13.4 Additional energy saving measures included replacing all
lighting in plant area with LED fixtures, replacing 50% of
conventional fans with energy-efficient BLDC fans, and
initiating the phased replacement of air conditioners with
5-star rated units. To further promote clean energy and
sustainable mobility, six electric two-wheelers and four
electric tricycles were procured. Efforts are also underway
to enhance the generation and efficiency of the existing 4
MW solar plant.

13.5 During the year under report there was an increase in
specific consumption of LPG and Electricity due to the
ongoing project works.

The summary of consumption of Electricity and LPG for the
FY 2024-25 vis-a-vis FY 2023-24 are as below:

The summary of consumDtion of LPG:

The summary of consumption of Electricity:

14. MARKETING & BUSINESS DEVELOPMENT:

14.1 During FY 2024-25, MIDHANI secured contracts worth
H 1,44,446.91 Lakh. As of April 1,2025 the value of open
orders stood at H 1,83,200.00 Lakh. Considering the
current order book situation and expected new orders, the
Company is well positioned for consistent growth.

14.2 The sector wise order booked during FY 2024-25
are as under:

14.3 Sector-wise Performance: The total orders executed
during FY 2024-25 were H1,07,410.15 Lakh and sector
wise sales were as follows:

(H Lakh)

14.4 Business Development:

Over the past decade, MIDHANI’s business has been
primarily driven by the space sector, with special
steels being a major product line. However, during
FY 2024-25, a significant shift occurred with major
orders coming from the Defence sector, largely due to
indigenization efforts. Export sales also saw a notable
increase of 42.21%, increasing from H6,623.76 Lakh
in FY 2023-24 to H9,419 Lakh in FY 2024-25, with
exports now reaching over 19 countries. Strategic
investments in vacuum induction melting and vacuum
arc remelting are expected to support further export
diversification, particularly in Super Alloys and
Titanium Alloys.

Capacity enhancements and process improvements
contributed to increased business in Super Alloys
and Titanium Alloys, particularly for the Defence,
Aerospace, Energy, and Export sectors. Company
also expanded its customer base by adding 10 new
customers during the year and received orders for
over 25 new grades catering to various strategic
requirements. Existing facilities, including Vacuum
Induction Melting and Vacuum Arc Remelting
Furnaces, can meet the growing demand in these
areas, particularly from the aerospace sector.

MIDHANI engaged with global aerospace OEMs to
position itself as a reliable supplier of superalloys,
special steel, and titanium products. Looking ahead,
the Company anticipates the need for additional
investment over the next five years to further expand its
melting, forging, and allied capacities. Parallely efforts
are underway to obtain NADCAP certifications during
FY 2025-26 to support qualification requirements for
the aerospace industry.

MIDHANI signed a MoU with IIT- (BHU) Varanasi for
clinical studies of Nickel- free austenitic stainless steel
developed by the institute for medical applications .

The MoU titled “Development of Austenitic Stainless
Steel fro Medical Applications” was signed on
July 9, 2024 by Dr. S. K. Jha, (then Chairman &
Managing Director) and Prof. Amit Patra, Director of
IIT- (BHU), Varanasi.

MIDHANI signed a MoU with Armoured Vehicles
Nigam Limited (AVNL) on October 16, 2024 for
the indigenisation of Armoured Steel for Defence
applications. The MoU proposes to meet the demand
for armoured plates across all AVNL units.

14.5 Information Technology (IT):

During FY 2024-25, MIDHANI strengthened its ERP
systems through development and implementation of
a Quality Testing Application using Oracle Apex and
operationalized the Enterprise Asset Management
(EAM) maintenance module. Comprehensive
dashboards were introduced to monitor key operational
metrics such as sales, production, machine hours,
raw material consumption, procurement, and grade-
wise yield analysis, enabling data-driven insights into
operational efficiency. Enhancements also included
vendor invoice integration with the GeM portal,
upgrades to the Fixed Asset Capitalization (FAC)
system, and improvements in the vendor master and
payment systems.

Significant upgrades were also made to MIDHANI's
IT infrastructure to strengthen cybersecurity. Internet
connected PCs were secured through deployment
of Maya OS and Chakravyuh Server, along with
the implementation of log collectors for monitoring
and traceability. Additionally, MIDHANI successfully
completed the CSG-DDP Cyber Security Audit,
demonstrating full compliance and reinforcing its
commitment to maintaining robust cyber defenses
across its digital ecosystem.

15. EXHIBITIONS/SEMINARS FOR PROMOTION
OF COMPANY PRODUCTS/BRAND:

15.1 MIDHANI participated at Aero India 2025, held from
February 10-14, 2025 in Bengaluru. The event served as a
platform for Company to showcase its advanced materials
and innovations that play a vital role in strengthening India’s
strategic sectors.

15.2 MIDHANI participated in Vigyan Vaibhav 2025, a
premier event celebrating science and innovation, held
in Hyderabad from February 28 to March 2, 2025. The
event was inaugurated by the Hon’ble Raksha Mantri, Shri
Rajnath Singh, and brought together leading organizations

from the aerospace and defence sectors, providing
MIDHANI with a platform to highlight its contributions to
advanced materials development and also showcase
its collaborations with DRDO towards advancements in
Aerospace & Defence sectors.

15.3 MIDHANI participated in the ‘India-Indonesia Defence
Industry Exhibition-cum-Seminar’ organized in Jakarta on
April 30, 2024.

16. QUALITY MANAGEMENT ACTIVITIES:

16.1 During FY 2024-25, MIDHANI significantly enhanced
its testing capabilities with successful installation and
commissioning of several advanced equipment(s). This
included two 100 kN Servo Electric Universal Testing
Machines for conducting low cycle fatigue tests at both
room temperature and elevated temperatures up to 1200°C,
a 5 kN Universal Testing Machine for tensile testing of thin
wires, and a Brinell Hardness Testing Machine. In addition,
a CMOS-based Optical Emission Spectrometer and a
simultaneous Oxygen, Nitrogen, and Hydrogen (ONH)
Gas Analyzer were also commissioned, strengthening
MIDHANI’s material characterization and quality assurance
infrastructure.

16.2 MIDHANI achieved several key milestones in quality
control and material testing. The QCL Apex application
was successfully implemented for generating online test
certificates, thereby streamlining certification processes.
Approximately 50,000 test samples—including tensile,
creep, impact, fatigue, and fracture toughness specimens—
have been prepared and tested.

16.3 Notably, MIDHANI stabilized the recrystallization
temperature for Indian high-temperature alloys developed
for energy sector, a breakthrough that was recognized with
an appreciation award from the Hon’ble Raksha Mantri,
Shri Rajnath Singh. In addition, MIDHANI executed various
export orders in line with international standards and
completed inspection and clearance of around 1,000 cast
sticks of various grades, meeting DGAQA requirements.

17. SUPPLY CHAIN MANAGEMENT

PERFORMANCE:

17.1 Vendor Meet: MIDHANI organized a Vendor Meet on
November 2, 2024 to foster direct engagement and
strengthen collaboration with its vendor base. The event
served as a platform to share updates on emerging
business opportunities in strategic projects, as well
as to brief vendors on the registration process on the
Government e-Marketplace (GeM) portal, along with

payment procedures followed at MIDHANI. Vendors were
encouraged to share their concerns, which were addressed
through open discussions aimed at improving transparency
and strengthening vendor relationships.

17.2 Encouragement to Micro and Small-Scale Industries:

MIDHANI remains committed to promoting and
supporting Micro and Small Enterprises (MSEs)
by sourcing a diverse range of goods and services
from them. During FY 2024-25, 54.49% of the total
domestic procurement value was sourced from MSEs
reaffirming its role in strengthening inclusive growth
and supporting the MSE ecosystem.

MIDHANI also extended its support to women-owned
MSEs, with procurements totaling H137 Lakh in FY
2024-25, benefitting 92 such enterprises.

17.3 Integrity Pact (IP): To uphold transparency and integrity
in all contracts, MIDHANI implemented the practice of
signing integrity pacts with the respective bidders for high-
value contracts. Shri Sunil Kumar Chourasia, IOFS (Retd.)
and Shri T. Bal Raj, ITS (Retd.) act as Independent External
Monitors (IEMs) to ensure compliance and adherence
to ethical standards. During FY 2024-25, 76.76 % of the
total value of contracts and Purchase Orders (POs) were
covered under the Integrity Pact, reaffirming MIDHANI’s
commitment to maintain integrity and accountability in its
operations.

17.4 Government e-Market Place (GeM): MIDHANI is

committed to strengthening its procurement processes by
actively leveraging the Government e-Marketplace (GeM)
platform for greater transparency, efficiency, and ease of
doing business. During F.Y. 2024-25, MIDHANI issued
Purchase Orders valuing H15,263 Lakh through GeM.

18. RISK MANAGEMENT:

18.1 MIDHANI has a comprehensive Risk Management Policy
that has been approved by the Board. The identification
and assessment of risks associated with various processes
in MIDHANI have been extensively discussed in the
Internal Production Review Meetings. In compliance with
Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements Regulations, 2015), MIDHANI has
constituted a Risk Management Committee.

18.2 As part of the Management Discussion and Analysis
section of this Annual Report, a detailed list of the identified
risk elements faced by the Company are enumerated.
This ensures transparency and allows stakeholders to
have a comprehensive understanding of the risks involved

in MIDHANI’s operations. By actively managing and
addressing these risks, MIDHANI remains committed to
safeguarding its interests, promoting sustainable growth,
and ensuring the long-term success of the organization.

19. HUMAN RESOURCE DEVELOPMENT:

19.1 Every organization is driven by its resources and one of
the most vital resources is Human Capital. A company's
productivity, efficiency and success are heavily determined
by the strength of its workforce. The concept of Human
Resource Development thus comes into the picture as a
crucial business strategy, focusing on improving the skills,
knowledge and abilities of a company's workforce.

19.2 Human Resource Development (HRD) at MIDHANI
involves a range of initiatives including employee training,
career progression, performance management, coaching,

mentoring and succession planning. It has enabled
MIDHANI to build a flexible and adaptable workforce ready
to embrace change and drive innovation.

19.3 One of the key challenges faced by any Company is the
continuous up-gradation of employees’ knowledge and skills
through appropriate training and development modules. At
MIDHANI, special emphasis is placed on providing effective
training to its employees to enhance their knowledge and
skills with a special focus on employees from differently-
abled categories thereby fostering an empowered and
skilled workforce.

19.4 Manpower Position: The manpower strength of MIDHANI
as on March 31, 2025 stands at 510 Non-Executives, 15
Non-Unionized Supervisors and 261 Executives compared
with 473 Non-Executives, 23 Non-Unionized Supervisors
and 274 Executives as on March 31,2024.

19.5 The total manpower strength under permanent category of your Company as on March 31,2025 is as under:

Note: Excluding Directors

Statement showing the representation of SC/ST/OBC/Differently abled and their recruitment etc., is enclosed as ‘Annexure -
Representation of SC/ST/OBC among Non-Executives:

19.6 Employee Welfare Initiatives: The various employee
welfare initiative undertaken during FY 2024-25 were as
below:

Encouraging Small Family Norms: In order to
encourage employees to opt for a small family,
Management, as a policy, allows casual leave for
employees who undergo sterilization operation
varying from 6 to 14 days based on the type of
sterilization operation.

Social obligations/welfare programs: Monetary
awards were presented to meritorious students/
children of our employees belonging to SC, ST and
OBC categories @ H1000/- per child in each category

who scored highest % of marks and @ H500/- each
to all the students of above categories who scored
75% and above marks in X class Board examination
or equivalent held in March/April. As per Company’s
scheme, scholarship to the children of employees
for pursuing graduation in Metallurgical Engineering
has been granted @ H1000/-p.m., till completion
of the course.

Post-Retirement Medical Benefit Scheme
(PRMBS): MIDHANI is operating Post-Retirement
Medical Benefit Scheme for retired Employees
through a group insurance policy. 85% of the premium
is borne by the Company and 15% of the premium is
paid by retired employee.

Education Scholarship for wards of Workmen
/ employees of MIDHANI Studying in BPDAV
School: MIDHANI extends merit based scholarships
to the children of employees who are studying in
classes I to X and have secured the 1^st or 2^nd rank
in their previous year’s final examinations, with
awardees receiving ?6,000 per annum and ?3,000
per annum respectively. Additionally, children of
workmen in grades WG-0 to WG-5 who successfully
advance to the next grade (classes I to X) are eligible
for an Education Scholarship of H300/- per month.
These initiatives reflect the Company’s commitment
to encouraging academic excellence and supporting
the educational advancement of employees’ families.

School Activities: Brahm Prakash D.A.V. School,
located within MIDHANI Township, is managed by
the Company for the children of MIDHANI employees
and students from the neighboring areas. The
students have consistently excelled in academics,
athletics, and cultural pursuits, bringing honor and
distinction to the school.

Township: MIDHANI continues to fulfill its social
responsibility by maintaining a township consisting
of 87 quarters to cater to the housing needs of
the employees working in essential services
of the Company.

19.7 Women Empowerment:

MIDHANI fosters an environment where women
employees can excel and contribute to the company’s
goals. With 80 women in executive and non¬
executive roles, they play vital roles across various
departments. The management supports their growth
through targeted training programs and ensures their
wellbeing in line with regulatory standards.

Every year on 8^th March, MIDHANI celebrates
International Women’s Day. The event includes
teambuilding activities, which are met with
great enthusiasm.

19.8 Industrial relations: Industrial relations at MIDHANI

remained peaceful and cordial throughout the year, with
continued strong support and cooperation from employees.
The management upheld a proactive and compassionate
approach to human relations, fostering an environment of
mutual trust and participative management. Efforts were also
directed toward enhancing compliance standards in alignment
with the organization's philosophy, thereby positively
influencing employee performance and engagement.

19.9 Environment Management: MIDHANI has a dedicated
team focused on maintaining and enhancing greenery
across its premises, with over 50% of the total land
covered under vegetation. The company’s commitment to
environmental safeguard has created a thriving ecosystem
where various species of birds, squirrels, peacocks, and
rabbits coexist harmoniously within the plantation areas,
reflecting a well-balanced and sustainable habitat.

19.10 Tree Plantation initiative: As part of the "Ek Ped Maa Ke

Naam" initiative, MIDHANI successfully collaborated with
state government agencies to procure 1,000 tree saplings,
they were planted across the MIDHANI plant, corporate
office, and township with enthusiastic participation from
employees and senior management. Continuing this green
drive, a total of 12,144 plants were planted during the
FY 2024-25, including an additional 10,000 saplings
obtained through continued coordination with state
authorities. Regular monitoring ensured high survival rate,
significantly enhancing the green cover across MIDHANI’s
premises.

20. DIRECTORS, EMPLOYEES AND RELATED
DISCLOSURES:

In accordance with Ministry of Corporate Affairs notification
no. GSR 463(E) dated June 05, 2015, MIDHANI is exempt
from provisions of Section 197 of the Companies Act, 2013
and rules thereof.

21. TRAINING & DEVELOPMENT:

21.1 During FY 2024-25, the Training and Development
Department achieved a total of 2,953 person-days through
a range of initiatives, including internal and external
training programs, plant visits, skill development programs
for apprentices, and internships. These efforts reflect
MIDHANI’s continued focus on capacity building and
workforce development.

21.2 MIDHANI is committed to its responsibilities under the
Apprentice Act 1961. In alignment with this commitment,
approximately 98 Trade Apprentices were engaged across
various trades such as Electrician, Fitter, Welder, Machinist,
Turner, and COPA for one year of on-the-job training.
To foster strong institution-industry relations, MIDHANI
offered internships to 15 engineering students across India
during FY 2024-25.

21.3 Beyond on-the-job training for apprentices, MIDHANI
organized various skill development programs. These
programs included knowledge transfer sessions and

motivational workshops conducted by both internal and
external faculty, totaling 531 person days.

22. STATUTORY & SOCIAL OBLIGATIONS:

22.1 CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility and Sustainable
Development Policy of MIDHANI in line with the
Companies Act 2013 was approved by the Board of
MIDHANI. The policy is available at https://midhani-
india.in/policies/ .

For the year under review MIDHANI has incurred
expenditure of H 399.76 Lakh for CSR activities
against the mandatory requirement of H 390.94 Lakh.
In terms of Rule 7(3) of The Companies (Corporate
Social Responsibility Policy) Rules, 2014 the excess
CSR amount of H 8.81 Lakh spent during FY 2024¬
25 is to be set-off against the requirement of Section
135(5) of the Companies Act, 2013 up to immediate
succeeding three financial years.

The Company has prepared an annual report on its
CSR activities, in compliance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
The report can be accessed at https://midhaniindia. in/
csr/ and forms part of Annual Report as Annexure - III.
Details about the composition of the Corporate
Social Responsibility and Sustainable Development
Committee of MIDHANI can be found in the “Report
on Corporate Governance,” which is included in
this Annual Report.

The CSR activities undertaken by our Company during
the reporting year encompass the following areas:

(i) Promotion of Health Care and Sanitation;

(ii) Promotion of Education;

(iii) Skill Development and;

(iv) Others

(i) Promotion of Health Care and Sanitation:

(a) Promotion of Health care:

i) MIDHANI has sponsored the activities of
MIDHANI Primary Health Care Centre by
incurring an expenditure of H 122.33 Lakh,
which is providing medical services to
the needy patients by extending Out
Patient consultation, Eye camps, cataract

surgeries, Cardiac camps in MPHCC
and other places.

ii) Sponsored H 20 Lakh to Vivekananda
Medical Trust for upgradation
of Lab Equipment.

iii) Sponsored Nutritional Kits to 1500 TB
patients in Hyderabad and incurred an
expenditure of H 22.52 Lakh.

iv) Sponsored H 21 Lakh to Mamta Charitable
Trust for organizing Health Awareness
campaign and distributed Vikalang cycles,
wheel chairs and Tested Lens, etc.

v) Sponsored items at an expenditure of
H 2.26 Lakh for infrastructure development
of Primary Health Care, Uppuguda.

vi) Sponsored Farming Equipment for
efficient Millet Farming for Women
Farmers in the District of Dharbanga and
Madhubani in Bihar.

vii) MIDHANI has sponsored a TRUENAT
machine to aid in the early detection
of Tuberculosis. The machine, worth
H 16.55 Lakh was sponsored by MIDHANI
to accelerate diagnosis and enable
timely intervention.

viii) Sponsored Ambulance to Sadasiva
Madhava Trust, Kerala for providing
Palliative Care services.

(b) Annual maintenance of Toilets constructed by
MIDHANI under Swachh Bharat continued.

(ii) Promotion of Education:

(a) MIDHANI provides free education to children
from SC/ST/OBC categories whose parents
belong to lower income groups. Eligible children
are admitted to LKG, and the Company bears
the entire cost of their education up to Class
10. During the year, MIDHANI sponsored
the education of 46 children, incurring an
expenditure of H10.26 Lakh.

(b) Sponsored Tata Class Edge Digital Classrooms,
Solar Plant, UPS Charger and constructed
a parking shed at B.P.D.A.V School at total
expenditure of H 58.16 Lakh.

(c) Sponsored H 10 Lakh to Kerala Vanavasi Vikas
Kendram, Kerala for installation of Solar Plant at
Agasthya Kudeeram Balika Sadanam.

(d) Sponsored H 13 Lakh to Lekshmi Ammal
Ramaswami Educational Trust for the
infrastructure development of Fort School, Kerala.

(iii) Skill Development:

(a) Every year MIDHANI is inducting apprentices
to help students have exposure to the real
time environment and gain knowledge from
the experienced professionals. As part of the
stipend paid to the apprentices, an amount of
H 39.02 Lakh is accounted under CSR as per
the guidelines.

(b) Sponsored H 25 Lakh towards the three-storied
building at Chinmaya Mission Vishakapatnam in
Gollalapalem Village, Duvvada, Visakhapatnam,
which was designed to serve as a hub for rural
education, skill development, and healthcare
activities centers.

(c) Sponsored the upgradation of medical facilities
at Vivekananda Medical Trust, Visakhapatnam.
MIDHANI has sponsored H 20 Lakh to improve
laboratory equipment at the trust, ensuring better
healthcare services for the local community.

Actual CSR expenditure incurred during FY 2024-25
was H 399.76 Lakh against mandatory expenditure
of H 390.94 Lakh (after setting off 0.34 Lakh). The
Annual Report on CSR forms part as Annexure -III of
this Annual Report.

22.2 DISCLOSURE UNDER SEXUAL HARRASEMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

At our company, we are dedicated to providing a safe
and inclusive workplace for all employees, with a
particular focus on the safety and well-being of women.
To uphold this commitment, we have established an
Internal Complaints Committee (ICC) specifically
tasked with addressing and resolving issues related to
sexual harassment. The ICC operates under a policy
designed to protect and support all parties involved,
adhering to strict guidelines to ensure fairness and
confidentiality.

During the year under review the Internal Complaints
Committee (ICC) received one complaint pertaining to

sexual harassment and the same is being dealt as per
Company Rules.

22.3 CONTRIBUTION TO EXCHEQUER:

During FY 2024-25, your Company contributed an amount
of H 30,800.00 Lakh in the form of Dividend, Duties and
Taxes vis-a-vis H 30,826.54 Lakh during FY 2023-24.

22.4 COPY OF ANNUAL RETURN:

The Annual Return as provided under sub-section (3)
of Section 92 of The Companies Act 2013 is available
at website of the Company at https://midhani-india.in/
annual-return/.

22.5 REPORT ON CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The Report on conservation of Energy, Technology
Absorption and foreign exchange earnings and outgo
forms part of Annual Report as Annexure - IV.

22.6 BUSINESS RESPONSIBILITY REPORT:

As per the requirements of Regulation 34 of SEBI
Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR) forms part of Annual
Report as Annexure-V. This report highlights the
various initiatives undertaken by the Company in terms
of environmental sustainability, social responsibility,
and governance practices. We encourage you to
review this report for a comprehensive understanding
of our commitment to responsible business practices.

22.7 IMPLEMENTATION OF RIGHT TO INFORMATION
(RTI) ACT 2005:

MIDHANI, as a Public Authority under the RTI Act 2005,
has appointed a Nodal officer, Appellate Authority, and
Central Public Information Officer (CPIO) to ensure
compliance with the RTI Act 2005. The Company
promptly provides information requested by citizens
within the specified time frame. MIDHANI also fulfills
its obligation of Suo Motu disclosures under Section
4(1 )(b) of the RTI Act by displaying information on
its official website. MIDHANI’s website is regularly
updated to keep its stakeholders informed about
news and developments.

During FY 2024-25, 159 RTI applications were
received and 163 applications were disposed of,
including those from the previous period. As on
March 31, 2025, 7 RTI applications were pending.
Additionally, 18 RTI appeals were raised during FY

2024-25 and 21 RTI appeals were disposed of within
the year. MIDHANI submits quarterly returns to the
authorities in accordance with the regulations.

22.8 RAJBHASHA IMPLEMENTATION:

MIDHANI has adhered to the Government directives
and regulations for promoting the use of Hindi in official
work. Quarterly meetings of the Official Language
Implementation Committee, were chaired by the
Chairman & Managing Director. Progress reports
were regularly submitted to the Ministry of Defence
(MoD), the Ministry of Home Affairs (MHA), and the
Town Official Language Implementation Committee
- Undertaking (TOLIC-U). Four quarterly meetings
of the Official Language Implementation Committee
were held to ensure compliance and progress in
this initiative.

Participation in TOLIC (Undertaking) Activities:
MIDHANI has been actively involved in the activities
of the Town Official Language Implementation
Committee (Undertaking) [TOLIC (U)], Hyderabad-
Secunderabad, and hosted the 60^th TOLIC (U)
meeting on November 11, 2024 at its premises.
In recognition of its efforts in promoting the official
language for FY 2023-24, MIDHANI was honored
with the Rajbhasha Cup for Best Official Language
Implementation on May 28, 2024 and the Best
E-House Journal Award for its Rajbhasha e-journal
“Sankalp” on November 11,2024.

To support employees in performing their daily official
work in Hindi, eight Hindi Awareness Workshops
were conducted for approximately 132 employees.
MIDHANI employees won four prizes in competitions
organized by TOLIC (U) and MIDHANI continues to
promote Hindi as the Official Language by regularly
conducting Hindi language and typing training classes.

22.9 RELATED PARTY TRANSACTION:

Disclosure of related party transactions as per Ind AS-
24, issued by the Institute of Chartered Accountants of
India, is provided at note no. 40 of the Notes forming
part of Annual Accounts for FY 2024-25.

All contracts /arrangements /transactions entered into
by the Company with related parties during the year
under review, were in ordinary course of business of
the Company and on ‘arms’ length terms. The related
party transactions were placed before the Audit
Committee for review and/or approval.

During the year, the Company did not enter into any
contract /arrangement /transaction with related party,
which could be considered material in accordance with
the Company’s ‘Policy on Materiality of and dealing
with Related Party Transactions’ and accordingly, the
disclosure of related party transactions in Form AOC-2
is not applicable. The aforesaid Policy is available on the
Company’s website at https://midhani-india.in/policies/ .

23. VIGILANCE ACTIVITIES:

23.1 The Vigilance Department of the Company is led by
Ms. Spurthi Reddy, an IRS officer, serving as the Chief
Vigilance Officer (CVO). As CVO, Ms. Spurthi Reddy
guides the Chairman & Managing Director (C&MD) on all
vigilance-related matters and acts as a liaison between the
organization and the Central Vigilance Commission (CVC).

23.2 During FY 2024-25, Vigilance department of MIDHANI
examined various Procurement contracts/sub-contracts
casefiles and processes on regular basis. Periodic and
surprise inspections were conducted and the alleged
transactions referred to it were investigated.

23.3 In addition to regular vigilance activities, structured meetings
were held between the Chairman & Managing Director
and the Chief Vigilance Officer during the year. Vigilance
Department proposed eleven (11) systemic improvements
and good practices across key functional areas, including
Human Resources, Security, Stores Management, and
Procurement/Contracts. These recommendations were
duly considered and implemented by the Management.

23.4 Vigilance Awareness Week - 2024 was observed from 28^th
October to 3^rd November, 2024 focusing on CVC theme of
“Culture of Integrity for Nation’s Prosperity”. As suggested
by the CVC, various Quiz competitions were held amongst
the employees through online mode on topics like “Anti¬
Corruption Drive”, “MIDHANI Procurement Manual 2023
for Goods & Sub-Contracting” and “Standing Orders”.

24. VIGIL MECHANISM:

24.1 MIDHANI invites reporting of unfair, unethical activities, if
any in the company from the employees. In this regard,
a Whistle blower policy has been put in place. The
Whistleblower Policy was first adopted by the Board
of Directors at its 206^th Meeting on January 23, 2013. It
was later amended as the Whistleblower Policy - 2018 to
align with the Public Interest Disclosure and Protection of
Informers Resolution, 2004 (PIDPI).

24.2 The Audit Committee periodically reviews the functioning
of the Vigil Mechanism, including the surveillance system
and any whistle-blower complaints received, to ensure
transparency and accountability in the organization.

24.3 The Whistleblower Policy - 2018 serves as MIDHANI’s Vigil
Mechanism, providing a structured platform for individuals
to report unfair or unethical practices that may affect
the organization. The policy ensures confidentiality and
protection against retaliation for whistleblowers, thereby
promoting transparency and accountability.

24.4 The policy is readily accessible on the company’s website.
at https://midhani-india.in/department vigilance/role-
functions-ofvigilance-department/.

25. AWARDS AND RECOGNITION:

MIDHANI was conferred an award for its outstanding
‘Contribution to the Quality Circle (QC) Movement’ by
the Quality Circle Forum of India (QCFI), Hyderabad
Chapter, during its 38^th Annual Chapter Convention on
Quality Concepts held on September 11, 2024. The
award was presented by the Hon’ble State Minister
for IT, Shri D. Sridhar Babu.

MIDHANI received four Gold Awards at the Quality
Circle Forum of India (QCFI) Chapter Convention
held at Hotel Marigold on 11^th to 12^th September
2024. The awards recognized the efforts of
MIDHANI’s team in promoting quality initiatives and
implementing continuous improvement practices
across various projects.

At the SAMARTHYA event held at ‘Aero India
2025’ on February 12, 2025, Nine officers from the
Company were awarded Certificates of Appreciation
by the Hon’ble Raksha Mantri, Shri Rajnath Singh, in
recognition of their contributions in indigenizing two
strategic alloys.

26. COMPANY PERFORMANCE AND FUTURE
OUTLOOK:

The Annual Report includes Management Discussion
and Analysis, providing a comprehensive analysis of
the Company’s financial performance, operations, and
future outlook.

27. CORPORATE GOVERNANCE:

27.1 The Company adheres to the principles and philosophy of
Corporate Governance, ensuring good decision-making
practices in line with current standards and guidelines from

the Department of Public Enterprises. A comprehensive
Code of Business Conduct and Ethics is in place which is
applicable to all Board Members and Senior Management.
A certificate from the Chairman and Managing Director
affirming compliance with Code of Business Conduct and
Ethics for Board and Senior Management forms part of
Annual Report as Annexure - VI.

27.2 The Annual Report includes a comprehensive report on
Corporate Governance, providing detailed information
on the Company’s adherence to guidelines issued by the
Department of Public Enterprises (DPE) and SEBI Listing
Regulations. A certificate confirming compliance with these
guidelines, signed by a practicing Company Secretary,
forms part of Annual Report as Annexure - VII.

27.3 In line with the Revised Grading norms for CPSEs, your
Company has achieved a perfect score of 100% for the
FY 2024-25 in terms of compliance with the Guidelines on
Corporate Governance issued by the Department of Public
Enterprises (DPE).

28. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

28.1 MIDHANI has implemented a robust framework for internal
controls, which is designed to align with the company’s
size and operations. This internal control system is further
strengthened by a comprehensive program of internal audits
and management reviews. The internal audit function,
supported by external audit firms, conducts thorough and
risk-focused audits to assess the effectiveness of the
internal control structure and its functions on a regular
basis. This ensures the integrity and reliability of the
company’s operations.

28.2 The Company has implemented robust internal financial
controls in accordance with the requirements of the
Companies Act, 2013. These controls are implemented at
various levels within the organization to ensure compliance
with internal control requirements, regulatory compliance,
and accurate recording of financial and operational
information. The internal financial controls are designed
to safeguard assets, prevent fraud, maintain financial
accuracy, and promote operational efficiency.

28.3 The Company engaged the services of external audit
firm Sagar & Associates to conduct the internal audit
during the year, with a focus on assessing the adequacy
of systems and controls. The audit reports prepared by
Sagar & Associates were thoroughly reviewed by the
Audit Committee. Additionally, the in-house Internal Audit
team conducted regular audits of specific processes. The

findings and recommendations from these audits, along
with the corrective actions initiated, were discussed with
the Management and reviewed by the Audit Committee.
The Audit Committee also assessed the adequacy and
effectiveness of internal controls in place.

28.4 No instances of fraud were reported to the Audit Committee
by the Auditors in accordance with Section 143(12) of the
Companies Act, 2013 and the rules prescribed. Therefore,
no disclosure is required under Section 134(3)(ca) of the
Companies Act, 2013.

29. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL:

29.1 The Board of your Company at the beginning of FY 2024¬
25 comprised of Six (6) Directors i.e. Three (3) Functional
Directors, One (1) Government Nominee Director and Two
(2) Independent Directors, all eminent personalities with
vast experience from diverse fields.

29.2 As on date of this Report, the Company has six (6) Directors
i.e. Two (2) Functional Directors, One (1) Govt. Nominee
Director and Three (3) Independent Directors.

29.3 During the year under review, the following changes in
composition of Board of Directors/KMP was observed:

Department of Defence Production, Ministry of
Defence vide letter No. 5/1(2)/2018/D(NS) dated
February 26, 2024 conveyed the approval of
competent authority for re-employment of Dr. Sanjay
Kumar Jha as Chairman & Managing Director
of MIDHANI (DIN: 07533036) on contract basis
for a period of Ten (10) months beyond the age of
his superannuation i.e. w.e.f. March 1, 2024 upto
December 31,2024 or till regular incumbent joins the
post or until further orders, whichever is the earliest.
The tenure of Dr. Sanjay Kumar Jha as Chairman &
Managing Director ended on December 31,2024.

Department of Defence Production, Ministry of
Defence vide letter No. 8 (32)/2019- D (Coord/
DDP) dated December 10, 2024, 2024 conveyed
appointment of Shri Amit Satija (DIN:08989543)
Joint Secretary (Defence Industries Promotion) as
Govt. Nominee Director in place of Shri Shalabh
Tyagi (Joint Secretary - Personnel & Co-ordination)
(DIN: 10042888) with effect from December 10, 2024,
2024. Further, his appointment as Govt. Nominee
Director is subject to shareholders approval at
ensuing Annual General Meeting.

The tenure of Shri Valluri Chakrapani (DIN: 00867270)
as Independent Director of MIDHANI ended w.e.f.
December 24, 2024.

Department of Defence Production, Ministry of Defence
vide letter No. 5/1 (2)/2018/D(NS) dated December
19, 2024 conveyed entrustment of Additional Charge
of Chairman & Managing Director’s post to Shri Gowri
Sankara Rao Naramsetti, Director (Finance) & CFO
(DIN: 08925899) for a period of three months or until
further or till regular incumbent joins the post. He held
additional charge as Chairman & Managing Director
from January 1, 2025 till April 27, 2025.

Department of Defence Production, Ministry of
Defence vide letter No. 11(70)/2021/Misc./D(NS)
dated April 18, 2025 conveyed the re-appointment
of Smt. V. T. Rema (DIN: 09561611) on the Board of
MIDHANI as Independent Director for a period of one-
year w.e.f. April 18, 2025 or until further order by MoD
(whichever is earlier).

Department of Defence Production, Ministry of
Defence vide letter No. 11(70)/2021/Misc./D(NS)
dated April 18, 2025 conveyed the appointment of
Shri Ajay Kumar Chauhan (DIN: 09394953) on the
Board of MIDHANI as Independent Director for a
period of one-year w.e.f. April 18, 2025 or until further
order by MoD (whichever is earlier).

Department of Defence Production, Ministry of
Defence vide letter No. 11(70)/2021/Misc./D(NS)
dated April 18, 2025 conveyed the appointment of
Ms. Aruna Sarap (DIN: 09583629) on the Board of
MIDHANI as Independent Director for a period of one-
year w.e.f. April 18, 2025 or until further order by MoD
(whichever is earlier).

Further, their appointment as Independent Directors
is subject to shareholders approval at ensuing Annual
General Meeting.

Department of Defence Production, Ministry of
Defence vide letter No. F.No. 5/1 (1)/ 2022/ D (NS)
dated April 15, 2025 conveyed the appointment
of Dr. S. V. S. Narayana Murty (DIN: 11065319) as
Chairman and Managing Director of the MIDHANI
on immediate absorption basis with effect from date
of assumption of charge of the post till the date of
his superannuation i.e., December 31, 2029 or
until further order by MoD (whichever is earlier).
He assumed charge as Chairman and Managing
Director with effect from April 28, 2025. Further, his

appointment as Chairman and Managing Director is
subject to shareholders approval at ensuing Annual
General Meeting.

The tenure of Shri Gowri Sankara Rao Naramsetti,
Director (Finance) and CFO (DIN: 08925899)
and Shri T. Muthukumar, Director (Production and
Marketing) (DIN: 09636771) ended on May 31,2025
and June 30, 2025 respectively due to retirement.

Department of Defence Production, Ministry of
Defence vide letter no. F.No. 5/1(1)/2019/D(NS)
dated June 3, 2025 conveyed approval of competent
authority for entrustment of additional charge of the
post of Director (Finance) to Dr. S. V. S. Narayana
Murty, Chairman and Managing Director (DIN:
11065319) for an initial period three (3) months with
effect from June 1, 2025 or till regular incumbent
joins the post or until further orders, whichever
is the earliest.

Ministry of Defence, Department of Defence
Production vide Letter No. F. No. 5/1(1)/2024/D(NS)
dated July 17, 2025 conveyed approval of
competent authority to appoint Smt. Madhubala
Kalluri (DIN:11202794 ) as Director (Finance) of the
Company with effect date of assumption of Charge of
post till August 31,2027 (date of superannuation) or
untill further orders by Ministry of Defence whichever
is earliest. Smt. Madhubala Kalluri assumed Charge
as Director (Finance) of the Company w.e.f. July 21,
2025. The Board at its Meeting held on August 13,
2025 designated Smt. Madhubala Kalluri as Chief
Financial Officer i.e. Key Managerial Personnel under
Section 203 of the Companies Act, 2013 till such time
she holds office as Director (Finance) of the Company.
The appointment of Smt. Madhubala Kalluri is subject
to approval of Members at their ensuing Annual
General Meeting.

Department of Defence Production, Ministry of
Defence vide letter no. F.No. 5/1 (2)/2020/D(NS)
dated June 19, 2025 conveyed approval of competent
authority for entrustment of additional charge of the
post of Director (Production & Marketing) to Dr. S. V. S.
Narayana Murty, Chairman and Managing Director
(DIN: 11065319) for an initial period three (3) months
with effect from July 1, 2025 respectively or till regular
incumbent joins the post or until further orders,
whichever is the earliest.

29.4 Dr. S. V. S. Narayana Murty, Chairman and Managing
Director (DIN: 11065319) would retire by rotation at the
ensuing Annual General Meeting (AGM) and being eligible
has offered himself for re-appointment.

29.5 The Notice of the 51^st Annual General Meeting (AGM)
provides a brief resume, expertise, directorship details
in other companies, and shareholding information of the
Director(s) proposed for appointment/re-appointment at
the AGM, in accordance with Secretarial Standard-2 and
Regulation 36 of the SEBI Listing Regulations.

29.6 Performance Evaluation: Being a Government
Company, the appointment/ re-appointment of Independent
Directors is done by the President of India through the
Administrative Ministry. The evaluation of Independent
Directors’ performance and their compliance with the
Independence criteria specified in the SEBI Listing
Regulations is conducted by the Government of India
through its internal processes.

30. REMUNERATION POLICY:

30.1 MIDHANI is a Government of India owned Public Sector
Enterprise under the administrative control of the Ministry
of Defence. The Directors of the Company are appointed by
the President of India and their remuneration is determined
in accordance with the Guidelines issued by DPE. As
per Article 67 of MIDHANI’s Articles of Association, the
President of India is Competent Authority for appointing
Directors and deciding their remuneration. Given that
these appointments are made by the President of India,
the evaluation of the performance of these appointees is
also conducted by the Government of India.

30.2 The terms and condition of payment of sitting fees to
Independent Directors and Govt. Nominee Director is
available on the Company’s website at https://midhani-
india.in/policies/ .

30.3 Further, provisions of Section 178(2), (3) and (4) are not
applicable on Company vide Ministry of Corporate Affairs
notification dated June 5, 2015.

31. DECLARATION AND MEETING OF
INDEPENDENT DIRECTORS:

31.1 The Independent Directors of the Company have affirmed
their compliance with the independence criteria outlined in
both the Companies Act, 2013 and SEBI Listing Regulations.
Additionally, they have fulfilled the requirements specified

in Rule 6, Sub-rule 1 & 2 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.

31.2 The Independent Directors have provided confirmation
of their adherence to the “Code of Business Conduct
and Ethics for Board Members and Senior Management”
of the Company.

31.3 During FY 2024-25, one (1) meeting of the Independent
Directors was conducted on December 23, 2024, in
accordance with the provisions of the Companies Act,
2013, and SEBI Listing Regulations.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

32.1 Pursuant to Section 134(5) of the Companies Act, 2013,
your Directors state that:

a. in the preparation of the Annual Accounts for the
financial year ended March 31, 2025, the applicable
Indian Accounting Standards (Ind AS) have been
followed along with proper explanations on the
material departures;

b. the Directors have such Accounting Policies have
been selected and applied consistently and judgments
and estimate have been made; that were 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 i.e. March 31,2025; and of the Profit of
the Company for the year ending on March 31,2025;

c. the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act
2013, as amended from time to time, for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the Directors have prepared the accounts for the
financial year ended on March 31, 2025 on a ‘going
concern’ basis;

e. the Directors have laid down proper internal financial
controls in place and that such internal controls are
adequate and are operating effectively; and

f. 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.

33. AUDITORS:

33.1 Statutory Auditors: Comptroller and Auditor General
(C&AG) of India appointed M/s Anjaneyulu & Co, Chartered
Accountants, Hyderabad, [Firm Registration No. 000180S]
as Statutory Auditors of the Company for conducting audit
of accounts for the year ended March 31,2025. The Report
of Statutory Auditors on the Financial Statements for the
financial year ended on March 31,2025, is an unmodified
opinion i.e., it does not contain any qualification, reservation
or adverse remark.

33.2 Cost Auditor: Your Company is required to maintain
cost records as specified by Central Government
under section 148(1) of the Companies Act, 2013. Your
Company appointed BVR & Associates, Cost Accountants,
Hyderabad, [Firm Registration No 000453] as Cost Auditors
for the FY 2024- 25 in terms of Section 148 of Companies
Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014.

33.3 Secretarial Auditor: In terms of Section 204 of
the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 your Company appointed D. Hanumanta Raju
& Co, Company Secretaries Hyderabad as Secretarial
Auditors of the Company for the FY 2024-25. The
Secretarial Audit Report forms part of Annual Report as
Annexure - VIII along with management’s reply to the
observations therein.

33.4 Internal Auditor: Your Company engaged Sagar &
Associates. [Firm Registration No. 003510S] to conduct
Internal Audit for FY 2024-25.

34. COMMENTS OF COMPTROLLER & AUDITOR
GENERAL OF INDIA:

The ‘Nil’ Comments certificate on the Accounts issued by
the Comptroller and Auditor General of India for the year
ended March 31, 2025 is placed in Annual Report after
Statutory Auditors Report.

35. DISCLOSURES UNDER COMPANIES ACT,
2013:

35.1 Borrowings and Debt Servicing: During the year under
review, your Company has met all its obligations towards
repayment of principal and interest on loans availed.

35.2 Particulars of loans given, investments made,
guarantees / securities given: The details of
investments made and loans/ guarantees/securities given,
as applicable, are given in Notes No. 6, 7 and 14 of the
Annual Financial Statements.

35.3 Board Meetings: During the financial year ended on
March 31, 2025, the Board met eight (8) times on May
17, 2024, May 29, 2024, July 19, 2024, August 9, 2024,
November 13, 2024, December 30, 2024, February 4,
2025 and March 19, 2025. For further details of these
meetings, Members may please refer ‘Report on Corporate
Governance’ which forms part of this Annual Report.

35.4 Board Committees: For details regarding Board
Committee’s, Members may please refer ‘Report on Corporate
Governance’ which forms part of this Annual Report.

35.5 Secretarial Standards: Your Directors state that the
Secretarial Standards i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors’ and ‘General Meetings’,
respectively have been duly followed by the Company.

36. GENERAL AFFIRMATIONS AND

DISCLOSURES:

36.1 Your Directors’ state that no disclosure is required in respect
of the following matters, as there were no transactions/
events in relation thereto, during the year under review:

a) Details relating to deposits covered under Chapter V
of the Companies Act, 2013.

b) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares)
to employees of the Company under any scheme
of the Company.

36.2 Your Directors further state that:

a) there was no change in the share capital of the
Company during the year under review.

b) no material changes/commitments of the Company
have occurred after the end of the FY 2024-25 and
till the date of this report, which affect the financial
position of your Company.

c) no significant or material orders were passed
by the Regulators or Courts or Tribunals which

impact the ‘going concern’ status and Company’s
operations in future.

d) during the year, no corporate insolvency resolution
process was initiated under the Insolvency and
Bankruptcy Code, 2016, either by or against the
Company, before National Company Law Tribunal or
other court(s).

e) The Company has complied with the provisions
relating to the constitution of Internal Complaints
Committees under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

37. ACKNOWLEDGEMENT:

37.1 The Board of Directors wishes to extend its deepest
gratitude for the unwavering support and cooperation
received from various Government agencies. We
acknowledge the Ministry of Defence, establishments
under DRDO, and other Central and State Government
agencies for their invaluable assistance.

37.2 The Board also sincerely appreciates the continuous
support from our customers, vendors, bankers, the C&AG,
statutory and internal auditors, the Chairperson of the Audit
Committee, the Chairpersons of other sub-committees
of the Board, as well as our advisers, consultants, and
stakeholders. Your guidance and partnership have been
instrumental to our progress throughout the year.

37.3 The Board extends its sincere gratitude to all employees
of the Company for their outstanding contributions and
unwavering cooperation. Your dedication and hard work
have been key to our collective achievements.

37.4 Lastly, the Board extends its profound gratitude to our
shareholders and investors for their steadfast trust and
confidence in the Company. We look forward to your
continued support, which will undoubtedly drive the
Company towards even greater success in the future.

For and on behalf of the Board of Directors

Sd/-

Dr. S. V. S. Narayana Murty

Place: Hyderabad Chairman & Managing Director

Date : August 13, 2025 DIN: 11065319