Mold-Tek Technologies Ltd

Dear Members,

The Board of Directors of Mold-Tek Technologies Limited (MTTL or Company) is pleased to present the 40^th Board's Report on the business and operations of the Company, along with the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended 31^st March, 2024, is summarized below:

in Lakhs

During the year under review, the Company's standalone revenue from operations grew by 9.69 % y-o-y to 14,617.23 Lakhs compared to 13,325.86 Lakhs in the previous year. Profit after tax down by 4.85% to 2,766.50 Lakhs compared to 2,907.55 Lakhs in the previous year.

Civil and Structural Division achieved revenue of $ 16.147 Million in FY 2023-24, compared to 14.733 Million of the previous year, a growth of 9.6%. Mechanical Division achieved revenue of $ 3.256 Million in FY 2023-24, compared to 3.479 Million of the previous year, down by 6.41%.

The Management Discussion and Analysis report, which forms part of this report, showcases into the performance of each of the business divisions and the outlook for the current year. b) Consolidated: During the year under review, the Company's consolidated revenue from operations grew by 9.44 % y-o-y to 16,074.18 Lakhs compared to 14,687.56 Lakhs in the previous year. The details of the performance of the Company's subsidiary is covered below in point 2 of this Report.

2. SUBSIDIARY COMPANY:

At the end of the year under review, the Company had one subsidiary namely "Mold-Tek Technologies Inc." USA. The financial position of the said company is given in the notes to Consolidated Financial Statements.

The Highlights of performance of subsidiary is as follows:

(Amount in )

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34(2) of the SEBI (LODR) Regulations, 2015, the Consolidated Financial Statements of the Company, including the financial details of the subsidiary company, forms part of this Annual Report as Annexure-A. The Consolidated Financial

Statements have been prepared as per the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India (‘ICAI').

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of the Financial Year as on 31^st March, 2024, to which the financial statements relate and the date of this Report.

6. DIVIDEND:

The Board at its meeting held on 2^nd August, 2024, has recommend a final dividend of 1.40/- per equity share for the financial year ended 31^st March, 2024 on Equity Shares of face value of 2/- each. The Board of Directors had earlier paid an interim dividend of

2.00/- per equity share of face value of 2/- each at their meeting held on 3^rd April, 2024. The total dividend for the aforesaid financial year amounts to 3.40/- per equity share of face value of 2/- each. The above stated final dividend will be paid subject to the approval of the members of the Company in the ensuing Annual General Meeting of the Company.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year under review.

8. SHARE CAPITAL:

The Particulars of share capital of the Company are as follows: (i) Authorized Share Capital: The Authorized Share Capital of the Company as on 31^st March, 2024 stands at 13,00,00,000 (Rupees Thirteen Crores only) comprising of 6,50,00,000 equity shares of 2 (Rupees Two only) each.

(ii) Paid-up Share Capital: The Paid-up Share Capital of the Company as on 31^st March, 2024 stands at

5,67,82,124 (Rupees Five Crores Sixty Seven Lakhs Eighty Two Thousand One Hundred and Twenty Four only) comprising of 2,83,91,062 equity shares of 2 (Rupees Two only) each.

During the Financial Year 2023-24, the Company has issued equity shares as detailed below:

9. EMPLOYEE STOCK OPTION SCHEME:

The Company in terms of the Mold-Tek Technologies Limited, Employees Stock Option Scheme-2016 which was approved by the members of the company in the

32^nd Annual General Meeting of the company held on 19^th September, 2016, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, had made the 1^st tranche of granting of 5,00,000 options, as approved by the Nomination and Remuneration Committee/Board in its meeting held on 1^st August, 2018 and a 2^nd tranche of granting of 6,00,495 (Comprises of 1,00,495 Stock Options added back to the Shares Pool as per the Scheme) options under this scheme, as approved by the Nomination and Remuneration Committee/Board in its meeting held on 23^rd February, 2022, respectively. During the financial year under review the Board vide a circular resolution passed on the 10^th May, 2023, has vested 1,48,499 options (out of 2^nd tranche of granting of 6,00,495 options). The necessary disclosure /Outcome of the Circular Resolution Passed by the Board of Directors on 10^th May, 2023, was given to the stock exchange(s). There have been no changes in the Scheme.

The certificate from the Secretarial Auditor on the implementation of the 2016 Plan in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) ("SEBI SBEB Regulations"), has been uploaded on the website of the Company at https://www.moldtekengineering. com/investors/ The 2016 Plan is being implemented in accordance with the provisions of the Act and SEBI SBEB Regulations. The details of the stock options granted under the 2016 Plan and the disclosures in compliance with SEBI SBEB Regulations and Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure-B' and are available on the website of the Company at https://www.moldtekengineering.com/investors/

10. VIGIL MECHANISM – WHISTLE BLOWER POLICY: The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimisation of employees who avail of mechanism. No person has been denied access to the Chairman of the audit committee.

The Whistle blower Policy is available on the website of the company. The web-link for the same has been disclosed separately in the Report on Corporate Governance which forms part of this Annual Report.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: Particulars of loans given, investments made, guarantees given and securities provided are provided along with the purpose for which the loan, guarantee, or security is proposed to be utilised by the recipient are provided in the notes to Financial Statements which forms part of this Annual Report.

12. RELATED PARTY TRANSACTIONS:

The company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. The information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed to this report. Kindly refer to Annexure C.

The other requisite details as required by Sections 134 & 188 of the Act and Regulation 23, 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report on Corporate Governance and Financial Statements.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Companies Act, 2013 or under the SEBI (LODR) Regulations, 2015.

Appointments/Retirements/Re-appointments and Change in Designation during the financial year (Including those made after the end of financial year and the date of this report): (i) Retirements and re-appointments during the financial year: (a) Mr. J. Lakshmana Rao (DIN: 00649702) was re-appointed as Chairman and Managing Director of the Company in the Annual General Meeting held on 26^th September, 2023 for a period of five (5) years with effect from 1^st April, 2024.

(b) Mr. A. Subramanyam (DIN: 00654046) was re-appointed as Director of the Company (who retired by rotation and being eligible, offered himself for re-appointment as a Director) in the Annual General Meeting held on 26^th September, 2023.

(ii) Retirements, re-appointments and Regularization after the end of financial year and the date of this report: (a) In accordance with the provisions of Section 152 of the Act, Mr. P. Venkateswara Rao (DIN: 01254851) & Mr. J. Bhujanga Rao (DIN: 08132541), Non-Executive Directors of the Company are retiring by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

(b) Mr. K. Sobhana Chalam (DIN: 08715430) was appointed as Independent Director for a period of 5 years with effect from 11^th March, 2020 to 10^th March, 2025 at the 36^th Annual General Meeting held on 30^th September, 2020.

His present terms thus expires on 10^th March, 2025. The Nomination and Remuneration Committee, Audit Committee and Board of Directors at their respective meetings held on 29^th August, 2024, subject to the approval of Members at this general meeting, re- appointed him for a further period of five (5) years w.e.f. 11^th March, 2025 to hold office till 10^th March, 2030. The Board has recommended the said resolution for approval of the members in the ensuing 40^th Annual General Meeting.

(c) Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors vide resolutions passed by circulation dated 20th August, 2024, had approved and recommended to the Members at the ensuing Annual General Meeting the appointment of Mr.PonnuswamyRamnath (DIN: 03625336) and Mr.Eswara Rao Immaneni (DIN: 08132183) as Independent Directors of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from 21st August, 2024 to 20thAugust, 2029.

The Board is of the opinion that the Independent Directorsof the Company possess requisite qualifications, experienceand expertise and hold highest standards of integrity.

Following are the KMP of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as at 31^st March, 2024:

Change in KMP of the Company - During the financial year (Including those made after the end of financial year and the date of this report), following changes are took place in the composition of KMP of the Company: (i) Mr. K.V.V. Prasad Raju was appointed as Chief Executive Officer (CEO) of the Company with effect from 31^st July, 2023.

(ii) Mr. J. Lakshmana Rao (DIN: 00649702) was reappointed as Chairman and Managing Director of the Company in the Annual General Meeting held on 26^th September, 2023 for a period of five (5) years with effect from 1^st April, 2024. (iii) Mr. N. Satya Kishore has resigned from the position Chief Financial Officer (CFO) of the Company with effect from 14^th March, 2024.

(iv) Mr. D. Sarveswar Reddy was appointed as Chief Financial Officer (CFO) of the Company with effect from 30^th April, 2024.

The details about the composition of board, KMP and the committees of the board can be found at the Report of Corporate Governance, which forms part of this report.

15. NOMINATION AND REMUNERATION POLICY:

The Board has laid down a Nomination & Remuneration Policy for selection and appointment of the Directors, Key Managerial Personnel and Senior Management and their remuneration in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force). The Nomination & Remuneration Policy of the Company is available on the website of the Company and the web link is: https:// www.moldtekengineering.com/investors/

16. CODE OF CONDUCT FOR EMPLOYEES AND BUSINESS ETHICS AND CODE OF CONDUCT FOR BOARD MEMBERS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The Company has formulated a Code of Conduct for Employees and Business Ethics and Code of Conduct for Board Members, Key Managerial Personnel & Senior Management Personnel and has complied with all the requirements mentioned in the aforesaid code.

17. DECLARATION OF INDEPENDENCE OF DIRECTORS: The Company has received necessary declaration from each of the Independent Directors under Section 149(7) of the Act that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI LODR Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors' Databank as on the date of this Report.

18. BOARD EVALUATION AND ASSESSMENT:

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

19. BOARD MEETINGS DURING THE YEAR:

During the year under review, Six (6) meetings of the board were held, the details of which have been disclosed in the report on Corporate Governance, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

As required under the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as on 31^st March, 2024, the Board has the following committees:

(v) Audit Committee;

(vi) Nomination and Remuneration Committee; (vii) Stakeholders Relationship Committee; (viii) Corporate Social Responsibility Committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the various committees is provided in the report on Corporate Governance, which forms part of this report.

In compliance with Section 135 of the Act the Company has undertaken Corporate Social Responsibility (CSR) activities and programmes as provided in the CSR Policy of the Company and as per the Annual Action Plan. The Company has spent the entire 2% of the net profits earmarked for CSR projects during the year under review. A report on CSR pursuant to Section 135 of the Act and Rules made thereunder is annexed herewith as Annexure-D.

22. ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at https://www. moldtekengineering.com/

23. CONSERVATION OF ENERGY, RESEARCH AND

DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars relating to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are enclosed to this report. Kindly refer to Annexure-E.

24. PARTICULARS OF EMPLOYEES AND RELATED

The information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-F to this report.

Further, details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Board's Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 during the Financial Year 2023-24 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. MANAGEMENT DISCUSSION & ANALYSIS:

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.

28. AUDITORS: a) Statutory Auditors:

At the 38^th (Thirty Eighth) Annual General Meeting (AGM) held on 30^th September, 2022, the members had approved the appointment of M/s. Praturi & Sriram, Chartered Accountants, (Firm Registration Number 0027395) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 43^rd (Forty Third) AGM. b) Secretarial Auditor: The Company had appointed Mr. Ashish Gaggar, Practising Company Secretary, to conduct the Secretarial Audit as prescribed under Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report in the prescribed Form MR-3 for the Financial Year 2023-24 furnished by Mr. Ashish Gaggar is enclosed to this Report. c) Internal Auditors: The Board has appointed M/s. M. Anandam & Co., Chartered Accountants as internal auditors of the Company with effect from 31^st October, 2022.

29. AUDITORS' REPORT AND SECRETARIAL AUDITORS'

REPORT: a) Auditor's Report:

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer The Report is enclosed to the financial statements in this Annual Report. b) Secretarial Auditor Report: The Company has undertaken an audit for the Financial Year 2023-24 as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Secretarial Auditor Report for Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is enclosed to this Report. c) Instances of fraud reported by the Auditors: During the year under review, the statutory auditors and the secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Act to the Central Government or the Audit Committee under section 143(12) of the Companies Act.

d) Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2023-24 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by Mr. Ashish Gaggar, practicing company secretary for the financial year ended 31^st March, 2024 has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and is forms part of this Report.

30. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY: As on 31^st March, 2024, the Company does not have a material unlisted subsidiary, incorporated in India, which requires Secretarial Audit to be conducted pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for the Financial Year 2023-24.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

32. LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED: The information as required to be provided under Schedule V Para C clause 10 (m) of the SEBI Listing Regulations forms part of the report on Corporate Governance enclosed to the Annual Report.

33. DETAILS OF MATERIAL SUBSIDIARIES OF THE LISTED ENTITY: The information as required to be provided under Schedule V Para C clause 10 (n) of the SEBI Listing Regulations forms part of the report on Corporate Governance enclosed to the Annual Report.

34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS: In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a company for ensuring orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, 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 financial controls concerning the Financial Statements are stated in the Management Discussion and Analysis Section which forms part of this Annual Report.

35. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS: There were no such incidents occurred during the Financial Year 2023-24.

36. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

37. CORPORATE GOVERNANCE:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under the SEBI Listing Regulations forms part of the Annual Report. Full details of the various board committees are also provided therein along with Auditors' Certificate regarding compliance of conditions of corporate governance.

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

39. MATERIAL CHANGES AND COMMITMENTS, IF ANY

AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on 31^st March, 2024 to which the Financial Statement relate and the date of this Report.

40. STATEMENT ON COMPLIANCE WITH APPLICABLE

It is hereby stated that the Company has duly complied with applicable Secretarial Standards during the financial year 2023-24.

41. CEO/CFO CERTIFICATION:

The Managing Director (MD) and Chief Financial Officer (CFO) have certified to the Board in accordance with Regulation 17(8) of the SEBI LODR pertaining to CEO/ CFO certification for the year ended 31^st March 2024. Kindly refer to Annexure-H.

All assets of the Company and other potential risks have been adequately insured.

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has developed and implemented the Risk Management Policy. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. At present the Company has not identified any element of risk which may threaten the existence of the company.

The various policies adopted by the Company can be found at web-link: https://www.moldtekengineering. com/investors/

45. PARTICULARS RELATING TO THE SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH): In accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act'), the Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace.

There are no pending complaints either at the beginning or at end of the financial year. The following is the summary of the complaints received and disposed off during the financial year 2023-24 are as follows: a) Number of complaints filed during the financial year 2023-24: Nil b) Number of complaints disposed of during the financial year 2023-24: Nil c) Number of complaints pending as on end of the financial year 2023-24: Nil

Your Directors wish to place on record their appreciation for the commitment extended by the employees of the Company and its Subsidiary during the year. Further, the Directors also wish to place on record the support which the Company has received from its promoters, shareholders, bankers, business associates, vendors, government(s) and clients/customers of the Company.