Power Mech Projects Ltd

The Board of Directors hereby presents the 25^th Annual Report report of the business and operation of your Company along with the audited financial statements (both standalone and consolidated) for the financial year ended 31^st March, 2024.

The financial highlights of the Company are as follows:

Your Company has achieved operational turnover of 4 4059.46 Cr and Profit of 4 240.64 Cr during the FY 2023-24 as against previous year operational turnover of 4 3532.00 Cr and Profit of 4 209.00 Cr respectively.

Further, your Company has achieved consolidated operational turnover of 4 4059.40 Cr and profit of 4 240.60 Cr for the FY 2022-23 as against previous year operational turnover of 4 3601.00 Cr and profit of 4 207.00 Cr respectively.

The Board of Directors of your Company in its meeting held on May 20, 2024, recommended a dividend @ 20% Q 2/- per equity share of ? 10/- each) for the financial year 2023-24 after having considered ongoing and imminent commitments, subject to shareholders' approval at the ensuing annual general meeting (AGM) and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended, the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.powermechprojects.com

During the financial year 2023-24, the Company allotted 9,01,789 equity shares of ? 10/- each to 23 qualified institutional buyers through a Qualified Institutional Placement (QIP). This allotment, approved by the shareholders in the 24^th Annual General Meeting (AGM), took place on 23 October 2023.

Subsequent to the allotment of equity shares pursuant to QIP, the paid-up equity share capital of the Company stood at ? 15,80,81,460 crore comprising of 1,58,08,146 equity shares of ? 10/- each w.e.f 23 October, 2023.

Your Directors have recommended the issuance of bonus shares to the existing shareholders by capitalizing the reserves, in a 1:1 ratio.

No amounts were proposed to be transferred to Reserves for the period under review.

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

The securities of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Further, the Company has no equity shares carrying differential rights.

The Company has paid Listing Fees for the Financial Year 2024-25, to each of the Stock Exchanges, where its equity shares are listed.

As on 31 March, 2024 your Company has 16 (sixteen) subsidiaries, i.e Hydro Magus Private Limited, Power Mech Industri Private Limited, Power Mech BSCPL Consortium Private Limited. Power Mech SSA Structures Private Limited, Aashm Avenues Private Limited, KBP Mining Private Limited, Energy Advisory and Consulting Services Private Limited, Power Mech Projects LLC (Oman) Power Mech Projects BR FZE (Nigeria) and Kalyaneswari Tasra Mining Private Limited, PMTS Private Limited, Power Mech Environmental Protection Private Limited, Vidyavasini Mining Works LLP, Velocity Mining Works LLP, Vanshika Mining Works LLP and Kailash River Bed Minerals LLP.

Further there are two Joint Venture Companies i.e. GTA Power Mech Nigeria Limited (Nigeria) & GTA Power Mech DMCC (Dubai).

Further, the Company has one associate, MAS Power Mech Arabia.

Consolidated financial statements have been prepared by the Company in accordance with the requirements of Indian Accounting Standards issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of the Act.

Pursuant to the provisions of Section 129(3) of the Act and Rule 8(1) of Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries, in Form AOC-1, is attached as Annexure-1 to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries are made available on the website of the Company.

Further, the Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website at https://www. powermechprojects.com.

i) SUBSIDIARIES

Hydro Magus Private Limited: Hydro Magus Private Limited is a subsidiary of Power Mech established with a vision to make positive contribution in surging Hydro Power sector in India and neighboring countries. The Company has executed successfully some of the critical hydro projects and is fully geared and aggressively planning for undertaking comprehensive projects.

Power Mech Industri Private Limited: A wholly- owned subsidiary of Power Mech. It undertakes major job works through its state-of-the-art workshop in Noida. The machines of the workshop are working to full steam, undertaking critical jobs, meeting customers' satisfaction and proceeding with further expansion in line with the need in the industry.

Power Mech BSCPL Consortium Private Limited: A Subsidiary Company of Power Mech which was mainly incorporated to undertake the infrastructure development works required for development of medical device Manufacturing Park for Andhra Pradesh Medtech Zone Limited at Vishakhapatnam.

Power Mech SSA Structures Private Limited: A wholly-owned subsidiary of Power Mech, was established to undertake the project (Package-I) of providing necessary infrastructure viz. furniture and additional class rooms including library rooms & electrical facilities in all Government Schools, KGBVs & Bhavitha buildings under the scheme of Sarva Siksha Abhiyan.

Aashm Avenues Private Limited: A wholly-owned subsidiary of Power Mech, was established to undertake the project (Package-III) of providing necessary infrastructure viz. furniture and additional class rooms including library rooms & electrical facilities in all Government Schools, KGBVs & Bhavitha buildings under the scheme of Sarva Siksha Abhiyan.

KBP Mining Private Limited: A Subsidiary Company of Power Mech, incorporated in exploring, design & engineering, developing, operating and working on mines.

Kalyaneswari Tasra Mining Private Limited: A Subsidiary Company of Power Mech, incorporated in exploring, design & engineering, developing, operating and working at Tasra Open cast mine located in the sate of Jharkhand.

Energy Advisory and Consulting Services Private Limited: A Wholly owned subsidiary of Power Mech, incorporated for providing consulting services to various energy advisory generation Companies, Power Plants, Power Transmitters.

Power Mech Environmental Protection Private Limited: A Wholly-owned subsidiary of Power Mech, was incorporated to carry on the business providing engineering, technical and consultancy services to power plants and other industrial plants.

Power Mech Projects LLC: A subsidiary company of Power Mech incorporated in Oman to tap the local market of Oman and neighboring countries.

Power Mech Projects BR FZE: A wholly owned enterprise of Power Mech, incorporated in the Free Zone of Nigeria.

PMTS Private Limited: A wholly Owned Subsidiary Company of Power Mech, incorporated in exploring, development of Software.

Kailash River Bed Minerals LLP: A limited liability partnership incorporated to execute contact awarded from Uttarakhand Minerals and Mines Development authority.

Vidyavasini Mining Works LLP, Velocity Mining Works LLP and Vanshika Mining Works LLP are incorporated to execute the sand mining in the state of Madhya Pradesh.

ii) JOINT VENTURES

GTA Power Mech Nigeria Limited: A joint venture of Power Mech is designed to undertake packages in power, infra and process industry sectors including ETC of civil, mechanical and electrical and also O&M of plants. With solid and stable technical backup from the parent Companies, GTA Power Mech is in a position to undertake projects of any magnitude and type in different terrains and weather. The Company has capability to undertake packages in spectrum of activities in projects and plants supported by expert team in respective fields and strategic and technical collaborations from parent companies. The project is being executed by GTA Power Mech FZE, the wholly owned subsidiary of GTA Power Mech Nigeria Limited.

GTA Power Mech DMCC: A Joint Venture of Power Mech with 50% shareholding, incorporated in Dubai, UAE.

iii) ASSOCIATES

Mas Power Mech Arabia: An associate Company of Power Mech, established in Saudi Arabia to cater the needs in the Saudi Arabia and surrounding regions for providing services in ETC, Civil and O&M. The Company is equipped to provide services in all the verticals keeping high standards in quality, safety and timeline. The Company draws technical guidance and support from the parent company and it will be an extended arm of Power Mech in providing its skills and expertise in this part of the world.

During the year, the Board of Directors reviewed the affairs of its subsidiaries. Your Company has prepared its consolidated financial statements in accordance with the requirements of Indian Accounting Standards issued by the Institute of Chartered Accountants of

India (ICAI) and as per the provisions of Section 129(3) of the Companies Act, 2013. The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements, and all other documents required to be attached to this report are available for inspection by the members at the registered office of the Company during the business hours on all days, except Saturdays, Sundays and public holidays, up to the date of the Annual General Meeting ('AGM'). Any member desirous of obtaining a copy of the said financial statements may write a mail to the Company. The above-mentioned documents have also been uploaded on the website of the Company.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is made available on the Company's website at https://www.powermechprojects.com

The Management Discussion and Analysis (MDA) for the year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 ("the Listing Regulations") forms part of this Annual Report.

The Business and Responsibility Sustainability Report (BRSR) as stipulated under Regulation 34(2)(f) of the Listing Regulations is applicable to your Company for FY 2023-24 and the same is provided as separate section to this Annual Report which indicates the Company's performance against the principles of the 'National Guidelines on Responsible Business Conduct'. This would enable the members to have an insight into environmental, social and governance initiatives of the Company.

A separate report on Corporate Governance as required under the Listing Regulations is provided as separate section to this Annual Report.

"Management Discussion and Analysis" contains a section on the Company's outlook and future plans and members may please refer the same on this.

During the year under review,

The Board of directors of the Company has an optimum combination of Executive (1) Non-Executive (2) and Independent Directors (3) including one woman Independent Director.

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in terms of Article 134 of the Articles of Association of the Company Mr. M. Rajiv Kumar, Director, retires by rotation and being eligible, offers herself for reappointment at the ensuing Annual General Meeting. The Board recommends her reappointment.

Pursuant to the requirements under Section 134, sub-section 3(c) and sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as on March 31, 2024, and of the Company's profit or loss for the year ended on that date;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

All independent directors of the Company have given declaration that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Act. The Company also received a declaration of compliance of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Pursuant to the provisions of the Act and the Listing Regulations, the Nomination and Remuneration committee identifies persons who are qualified to become directors in accordance with the criteria laid down and recommend to the Board for their appointment and removal.

The Company adopted a policy relating to the remuneration for Directors and Key Managerial Personnel. This Policy covers the remuneration and other terms of employment for the Company's Executive Team. The remuneration policy for members of the Board and for management, aims at improving the performance and enhancing the value of the Company by motivating and retaining them and to attract the right persons to the right jobs in the Company. The object of this Remuneration Policy is to make your Company a desirable workplace for competent employees and thereby secure competitiveness, future development and acceptable profitability. In order to achieve this, it is imperative that the Company is in a position to offer competitive remuneration in all its operational locations.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is made available on https://www.powermechprojects.com.

The Nomination and Remuneration committee (NRC) shall assess the independence of directors at the time of appointment, re-appointment and the Board shall assess the same annually based on the criteria provided by NRC. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence is as prescribed in the Act and the Listing Regulations and the independent directors shall abide by the Code specified for them in Schedule IV of the Act.

The Board of Directors of the Company duly met 6 (six) times during the financial year. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Board's Report.

The Composition of various Committees of the Board as on the date of this report is hereunder:

A detailed note on the Board and its mandatory Committees is provided in the Corporate Governance Report.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, are enclosed as Annexure-2 to this report.

The policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit committee and the Board of directors was placed on the website of the Company at https://www.powermechprojects.com.

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

The particulars required under Section 186 of the Companies Act, 2013, have been disclosed in the notes to the Financial Statements. These details are included in the Annual Report, which is available for review.

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

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in Annexure-3 to this Report.

Risk Management Policy

The Board formulated and implemented Risk Management Policy for the Company which identifies various elements of risks which in its opinion may threaten the existence of the Company and measures to contain and mitigate risks. The Company has adequate internal control systems and procedures to combat the risk. The Risk Management procedures are reviewed by the Audit committee and the Board on periodical basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations and the same is also made available on the Company website of the Company at: https://www.powermechprojects.com.

Corporate Social Responsibility (CSR)

The annual report on CSR activities, in terms of Section 135 of the Act, and the details about the policy developed and implemented by the company on CSR initiatives taken during the year are enclosed as Annexure-4 to this report. A detailed policy on CSR is placed on the Company's website under the web link: https://www. powermechprojects.com

Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out annual performance evaluation of its own, the individual directors as well as the mandatory committees of the Board. A structured set of criteria was adopted after taking into consideration the inputs received from the directors, covering various aspects of the Board's functioning such as adequacy

of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. Evaluation of the Board members is conducted on an annual basis by the Board, Nomination and Remuneration committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual directors.

The Nomination and Remuneration committee had specified criteria for performance evaluation of Directors, Committees and Board as a whole and recommended the same to the Board for evaluation.

Criteria for Performance Evaluation

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company's strategy, performance, and risk management.

d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.

e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and accountability under the Director's Responsibility Statement.

Familiarization Programme for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company's Website.

The details of training and familiarization program are available on the website at https://www. powermechprojects.com

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial

controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and your Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31, 2024, which forms part to the Statutory Auditor's Report.

Vigil Mechanism

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Company's website at: https://www. powermechprojects.com.

Fraud Reporting

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company, pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at the workplace has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has taken several initiatives across

the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act. The details of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder are as follows:

Further, during the year under review, the Company has complied with the provisions related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Code of Conduct for prevention of insider trading

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the company's securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website - https://www.powermechprojects.com

Transfer of amounts to investor education and protection fund

During the year under review, pursuant to the provisions of Section 124 (5) of the Act, an amount of 7 34,379/- relating to FY 2015-16, which remained unclaimed for a period of 7 years was transferred to the Investor Education and Protection Fund by the Company.

Further, the unclaimed share application money of 7 10,75,200 pertaining to Initial Public offer of shares of the Company were not claimed for a period of 7 years was transferred to the Investor Education and Protection Fund by the Company.

Transfer of unclaimed shares to investor education and protection fund authority

During the year under review, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more (relevant shares) up to and including the financial year 2015-16 were transferred

by the Company in the name of IEPF from time to time and the statement containing such details as prescribed is placed on the Company's website at https://www. powermechprojects.com.

The appointment of M/s K.S. Rao & Co., Chartered Accountants is expiring at ensuing annual general Meeting and Board of Directors are resolved not to reappoint for another term of Five years, even the firm is eligible to reappoint.

Upon recommendation by the Audit Committee, the Board of Directors of the Company, at its Meeting held on 12^th August, 2024 has recommended for approval of the Shareholders at the ensuing 25^th (Twenty Fifth) AGM of the Company, the appointment of M/s. Brahmayya & Co, Chartered Accountants (Firm Registration No. 000513S issued by the Institute of Chartered Accountants of India), as the "Statutory Auditors" of the Company, for a term of 5 (Five) Years, to hold office from the conclusion of the 25^th (Twenty Fifth) AGM till the conclusion of the 30^th (Thirtieth) AGM.

There are no qualifications, reservations or adverse remarks made by M/s. K.S. Rao & Co., Chartered Accountants, Statutory Auditors, in their report for the financial year ended 31 March, 2024.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

During the year under review, Section 148(1) of the Act is applicable to your Company and accordingly such accounts and records are made and maintained by the Company as specified in the Act..

The Board of directors, based on the recommendations of the audit committee, appointed M/s. M P R & Associates, Cost Accountants, Hyderabad, as Cost Auditors for conducting the audit of cost records of the Company for FY 2023-24. The same was ratified by the members at the 24^th AGM held on September 28, 2023.

Further, the Board of directors based on the recommendations of the audit committee, appointed M/s. M P R & Associates, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for FY 2024-25, subject to ratification of remuneration payable to them for the financial year 2024-25 by the members at the ensuing AGM.

During the year under review, the Company has complied with the provisions of Section 204 of the Act and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report for the financial year ended March 31, 2024, issued by Mr. P.S. Rao and Associates, Practicing Company Secretaries, is enclosed as Annexure-5 to this Report and it does not contain any reservation, qualification or adverse remarks.

Further, the Board has appointed Mr. D.S. Rao (ACS no. 12394/CP no. 14487), Practicing Company Secretary, as Secretarial Auditors to conduct secretarial audit pursuant to the recommendations of the Audit committee for the FY 2024-25.

The Board has appointed an internal team as internal auditors of the company.

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is enclosed as Annexure-6 to this Report.

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

Industrial relations have remained cordial during the year under review, and your directors appreciate the sincere and efficient services rendered by the employees of the Company at all levels, contributing to the successful operations of the Company.

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 25^th Annual General Meeting of the Company including the Annual Report for FY 2023-24 are being sent to all members whose e-mail addresses are registered with the Company / Depository Participant(s).

During the year under review, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings (i.e., SS-1), General Meetings (i.e., SS-2) and on Dividend (i.e., SS-3).

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. 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;

3. No material changes and commitments in the business operations of the Company from the financial year ended March 31, 2024, to the date of the signing of the Directors' Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries; and

5. There is no change in the nature of the business of the Company.

6. During the year under review, no application was made, nor is any proceeding pending, under the Insolvency and Bankruptcy Code, 2016.

7. During the year under review, the Company hasn't opted for one time settlement with any Bank or Financial Institution.

8. The details of forex earnings are disclosed in notes to the financial statements.

Your directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, suppliers, vendors, financial institutions, banks, other intermediaries and business partners for the excellent support received from them during the year.

Your directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

(Information in respect of each subsidiary)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction

under third proviso thereto.

The details of the other related party transactions and those entered in earlier years are disclosed in Note no 41 of the Financial Statements

Information as required under section 134 of the Companies Act, 2013 read with the rule 8(3) of Companies (Accounts) Rules, 2014 is hereunder

(i) Steps taken for conservation of energy: Energy conservation signifies how effectively and efficiently the company is managing its operations. The Company has undertaken various energy efficient practices and strengthened the Company's commitment towards becoming an environment friendly organization. The Company cautiously utilizes power and fuel to reduce the cost of maintenance.

(ii) Steps taken by the company for utilizing alternate sources of energy: NA

(iii) Capital investment on energy conservation equipment's: NA

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NA

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NA

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

(iv) The expenditure incurred on Research and Development: NA

1. A brief outline of the Company's CSR Policy

2. Composition of the CSR Committee CSR committee

3. Web link where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company www.powermechprojects.com/investorrelations

4. Provide the details of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable, attach the report: Not applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

6. Average net profit of the Company as calculated as per Section 135 (5): X 124.49 Cr.

7. a) Two percent of Average net profit of the Company as per Section 135(5): X 2.489 Cr

b) Surplus arising out of the CSR projects or programmes or activities of the previous financial year: NIL

c) Amount required to be set off for the financial year : X 0.32 Cr

d) Total CSR Obligation for the Financial Year (7a+7b-7c): X 2.17 Cr

8. a) CSR amount spent or unspent for the financial year

d) Amount spent on administrative overheads: NA

e) Amount Spent on Impact Assessment, if applicable: Not Applicable

f) Total Amount Spent for the Financial Year (8b+8c+8d+8e) = ? 0.15 Crores

g) Excess amount for set off, if any: Not Applicable

9 (a) Details of Unspent CSR amount for the preceding three financial years

b) Details of CSR amount spent in the financial year for ongoing projects for the preceding financial year(s): Nil

10. in case of creation or acquisition of capital asset, furnish details relating to the asset so created or acquired through CSR spent in the financial year: Not applicable

11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per section 135 (5)

We hereby affirm that the CSR policy, as approved by the Board, has been implemented and the CSR committee monitors the implementation of the CSR projects and activities in compliance with our CSR objectives.

Annexure-5

SECRETARIAL AUDIT REPORT

TO

THE MEMBERS,

POWER MECH PROJECTS LIMITED,

HYDERABAD.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by POWER MECH PROJECTS LIMITED (hereinafter referred to as "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the Secretarial Audit, we hereby report that, in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance- mechanism in place, to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms, and returns filed and other records maintained by the Company according to the provisions of:

(i) The Companies Act, 2013 ("the Act") (applicable sections as on date) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed by the Securities and Exchange Board of India ('SEBI') thereunder;

(iv Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investments

(v) The following Regulations and Guidelines are prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

e. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(vi) The provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') were not applicable to the Company during the financial year under report: -

a. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

b. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

c. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(vii) The industry-specific laws that are applicable to the Company are as follows:

a. The Contract Labour (Regulation and Abolition) Act, 1970;

b. Building and Other Construction Workers (Regulation of Employment and condition of service) Act, 1996;

We have also examined compliance with the applicable

clauses of the following:

i) Secretarial Standards SS-1 and SS-2 with respect to the meetings of the Board of Directors and General meetings, respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

We report that, during the period under review, the Company has duly complied with the provisions of the Companies Act, 2013, Regulations of SEBI, and other acts applicable to the industry of the Company, as specified above except the following:

a) Deviation in compliance of the provisions of Regulation 17(1A) of LODR Regulations, by continuing Mr. T. Sankaralingam, Independent Director for a period of 37 days after attaining the age of 75 years without having specifically approved the age factor by shareholders. A fine was imposed by NSE and BSE for the said deviation and paid.

b) Deviation in compliance of Regulation 44(3) of LOD Regulations, by submitting the voting results by delay of One day. A fine was imposed by NSE and BSE for the said deviation and paid.

Company except as stated above for the year under review under the Companies Act, FEMA, the SEBI Act, the SCRA, or other SEBI Regulations on the Company or its directors and officers.

We further report that there are adequate systems and processes in the Company, commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

Based on our verifications and the declarations received from the respective directors, we further report that none of the directors are disqualified to act as such under the provisions of the Companies Act, Orders/ Circulars/ Regulations issued by SEBI, or such other acts for the time being enforceable.

Adequate notice was given to all the directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As a general practice of the Board, decisions were taken on unanimous consent.

We Further report that, during the period under review, 9,01,789 equity shares of ? 10/- each were issued by way of Qualified Institutions Placement (QIP) basis at a price of ? 3871.17/-. With this the share capital increased to ? 15,80,81,460/-.

We further report that no prosecution was initiated against and no fine or penalty was imposed on the

We further report that the Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The following changes took place in the composition of the Board during the financial year under review and till the date of this Report:

To,

The Members,

Hyderabad

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed such audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in the secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of the Financial Records and Books of Accounts of the Company.

4. Wherever required, we have obtained Management Representation about the compliance of laws, rules, and regulations and happening of events, etc.

5. Compliance of the provisions of corporate and other applicable laws, rules, regulations, and standards is the responsibility of the management. Our examination was limited to the verification of procedures on a test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

As per Section 197 of the Companies Act 2013 Read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of the each Director to the median remuneration of the employees of the Company for the financial year :

*Resigned from 30.12.2023 # Appointed from 01.01.2024 $ Resigned from 15.07.2024

iii. The median remuneration of employees of the Company during FY 2023-24 was 4 3,79,632/- p.a.

The percentage increase in the median remuneration of employees for the financial year ending March 31, 2024 was 32%.

There were 10,946 permanent employees on the rolls of Company as on 31 March, 2024.

The average percentile increase in the salaries of the employees other than, the managerial persons in the last financial year is NIL % and there has been no increase in the managerial remuneration (excluding commission to CMD) during the last financial year.

The are no other employees drawing ? 8.50 Lacs per month or ? 102.00 Lacs per annum, whether employed throughout the year or part of the Financial year.

D) There are no employees in the service of the Company covered under Rule 5 (2) (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014