|
Dear Members,
Your Board of Directors ("the Board") take pleasure in
presenting the Board's Report as a part of the 42nd (Forty Second) Annual Report of
Mold-Tek Technologies Limited ("the Company"), together with the Audited
Financial Statements (Standalone and Consolidated) and the Auditor's Report thereon for
the financial year ended March 31, 2026.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2026,
is summarized below:
| Particulars |
Standalone Year ended 31st March 2026 |
Standalone Year ended 31st March 2025 |
Consolidated Year ended 31st March 2026 |
Consolidated Year ended 31st March 2025 |
| Revenue from operations |
14,280.83 |
12,899.83 |
18,167.67 |
14,584.90 |
| Other Income |
871.21 |
397.74 |
826.35 |
401.78 |
| Total Income |
15,152.03 |
13,297.57 |
18,994.01 |
14,986.68 |
| Expenditure |
13,139.03 |
10,972.68 |
17,029.88 |
12,633.18 |
| Profit before exceptional items, finance
costs, depreciation, and taxes |
2,013.00 |
2,324.89 |
1,964.13 |
2,353.50 |
| Less: Finance Cost |
62.86 |
69.95 |
62.86 |
69.95 |
| Depreciation and Amortization |
595.37 |
651.02 |
596.53 |
652.02 |
| Profits before exceptional items and tax |
1,354.76 |
1,603.92 |
1,304.73 |
1,631.53 |
| Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
| Net Profit for the year before Taxes |
1,354.76 |
1,603.92 |
1,304.73 |
1,631.53 |
| Less: Provision for Taxes |
|
|
|
|
| Current Tax |
349.02 |
399.60 |
348.17 |
399.60 |
| Deferred Tax Assets |
(52.62) |
15.15 |
(52.62) |
15.15 |
| Prior Year tax |
- |
- |
- |
- |
| Profit after tax (PAT) |
1,058.35 |
1,189.17 |
1,009.18 |
1,216.78 |
| Other Comprehensive Income |
128.7 |
(657.81) |
158.34 |
(647.54) |
| Total Comprehensive Income for the year |
1,187.05 |
531.36 |
1,167.51 |
569.25 |
2. PERFORMANCE HIGHLIGHTS
a) Standalone:
The Company has recorded total revenue of ?14,280.83 Lakhs during the
year as against ?12,899.83 Lakhs in the previous year. The net profit after provision for
tax is ?1,058.35 Lakhs as against net profit after tax of ?1,189.18 Lakhs in the previous
year.
Civil and Structural Division achieved revenue of $15.613 Million in FY
2025-26, compared to $14.340 Million of the previous year.
Mechanical Division achieved revenue of $2.105 Million in FY 2025-26,
compared to $2.926 Million of the previous year.
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.
3. SUBSIDIARY COMPANY
At the end of the year under review, the Company had one subsidiary
namely "Mold-Tek Technologies Inc." and "Beryl Engineering 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 Lakhs)
| Particulars |
Mold-Tek Technologies Inc. |
Beryl Engineering Inc. |
| Total Income |
14,259.07 |
2,345.93 |
| Total Sub Contract Expenses |
12,718.24 |
0.00 |
| Gross profit |
1,540.83 |
(92.10) |
| Total Expenses |
1,510.63 |
2,438.04 |
| Net ordinary Income |
0 |
0.00 |
| Current Tax |
4.82 |
0.00 |
| Deferred Tax Liability |
0 |
0.00 |
| Profit after Tax |
30.19 |
(92.10) |
4. 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 companies,
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).
5. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company
during the financial year under review. The Company continued to engage in its principal
line of business without any deviation.
6. 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
March 31, 2026, to which the financial statements relate and the date of this Report.
7. DIVIDEND
The Board has recommended a final dividend of 2.00 per equity share
having face value of 2.00 each (i.e. @ 100% per equity share of face value 2.00 each) for
the financial year ended March 31, 2026 out of its current profits, subject to the
approval of Members at the ensuing Annual General Meeting (hereinafter referred to as
'AGM') of the Company.
The dividend, as recommended by the Board, if approved at the ensuing
AGM, will be paid to those Members, whose name shall appear on the Register of Members as
on the Record Date as shall be mentioned in the Notice of AGM. If approved, the dividend
shall be paid within 30 days from the date of declaration as per the relevant provisions
of the Companies Act, 2013 (hereinafter referred to as 'Act').
8. TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the year
under review.
9. LISTING AND CUSTODIAN FEES
The equity shares of the Company are listed at BSE Limited, Mumbai and
National Stock Exchange of India Limited, Mumbai. The applicable annual listing fees were
paid before the due date. The annual custodian fees have also been paid to the
depositories before the due date.
10. SHARE CAPITAL
10.1. The Particulars of share capital of the Company are as follows:
| Particulars |
Amount (?) |
| Authorized share capital (6,50,00,000 Equity
Shares of ? 2.00 each) |
13,00,00,000 |
| Issued, subscribed and paid-up share capital
(2,88,05,118 Equity Shares of ? 2.00 each) |
5,76,10,236 |
10.2. Shares allotted during the FY 2026:
(a) Public issue, rights issue, preferential issue: No such shares were
issued during the FY 2026.
(b) Issue of Shares under ESOP:
Your Company has allotted the following Equity Shares as per MTTL
Employees Stock Option Scheme-2016:
| Sr. No. |
Date of Allotment |
Scheme |
Number of Equity Shares allotted |
| 1. |
May 14, 2025 |
MTTL Employees Stock Option Scheme-2016 |
2,40,658 |
|
|
Total |
2,40,658 |
(c) Issue of Shares with differential rights as to dividend, voting or
otherwise:
There were no issue of equity shares with differential rights as to
dividend, voting or otherwise.
(d) Issue of Sweat Equity Shares:
There were no issue of sweat equity shares during the FY 2026.
(e) Issue of Bonus Shares:
No Bonus Shares were issued during the FY 2026.
(f) Buy-back of Shares:
No shares were bought back during the FY 2026.
11. 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 32nd
Annual General Meeting of the company held on 19th 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 1st tranche of granting of 5,00,000 options, as approved by the Nomination and
Remuneration Committee/Board in its meeting held on 1st August, 2018 and a 2nd 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 23rd February, 2022, respectively.
During the financial year under review the Board vide a circular
resolution passed on May 14, 2025, has vested 2,40,658 options (out of 2nd tranche of
granting of 6,00,495 options). The necessary disclosure/Outcome of the Circular Resolution
Passed by the Board of Directors on May 14, 2025, was given to the stock exchange(s).
There have been no changes in the Scheme.
Further, the members at the 41st Annual General Meeting of the Company
held on September 30, 2025 had approved the "Employees Stock Option
Scheme-2025", 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. The Nomination and Remuneration Committee/Board, at
its meeting held on November 14, 2026, made the first tranche grant of 6,00,000 options.
Subsequently, the grant was cancelled due to non-acceptance by the grantees, and the
corresponding 6,00,000 options were added back to the pool of options available for future
grants under the said ESOS.
The certificate from the Secretarial Auditor on the implementation of
the 2016 and 2025 Plans 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 reenactment(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 Plans are being implemented in
accordance with the provisions of the Act and SEBI SBEB Regulations. The details of the
stock options granted under both the Plans are 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/
The detailed terms and conditions of the proposed "Scheme"
are set out in the Notice convening the ensuing Annual General Meeting, which forms an
integral part of Annual Report for FY 2025-26
12. 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 Chairperson 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.
13. 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.
14. 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 are 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.
15. 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) Mrs. J Sudhrani (DIN: 02348322) Whole-Time Director of the Company
was reappointed as Whole-Time Director of the Company (who retired by rotation and being
eligible, offered herself for re-appointment as a Whole-Time Director) in the Annual
General Meeting held on September 30, 2025.
(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. A.
Subramanyam (DIN: 00654046), Director of the Company is retiring by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-appointment.
16. KMP AS AT THE END OF THE FINANCIAL YEAR
Following are the KMPs 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 March 31, 2026:
| SL. No. |
Name of the KMP |
Designation |
| 1. |
Mr. J. Lakshmana Rao |
Chairman and Managing Director |
| 2. |
Mrs. J. Sudhrani |
Whole-Time Director |
| 3. |
Mr. K.V.V. Prasad Raju |
Chief Executive Officer |
| 4. |
Mr. D. Sarveswar Reddy |
Chief Financial Officer |
| 5. |
Mr. Prateek Kumar Tiwari |
Company Secretary and Compliance
Officer |
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) Mrs. J. Sudhrani (DIN: 02348322) had retired by rotation and was
consequently re-appointed as Whole-Time Director of the Company in the Annual General
Meeting held on September 30, 2025.
(ii) Mr. T. Vikram Singh has resigned from the position of Company Secretary and
Compliance Officer of the Company with effect from July 31, 2025.
(iii) Mr. Prateek Kumar Tiwari was appointed as the Company Secretary and Compliance
Officer of the Company with effect from August 08, 2025.
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.
17. NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Act, and in terms of
Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company
has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and
Senior Management which also provides Policy for its Directors, Key Managerial Personnel
and Senior Management which also provides for the diversity of the Board and provides the
mechanism for performance evaluation of the Directors and the said Policy was amended from
time to time and may be accessed on the Company's website at the following link:
https://www.moldtekengineering.com/investors/
The remuneration paid to the directors is as per the terms laid out in
the Nomination and Remuneration Policy of the Company.
18. 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.
19. 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.
20. BOARD EVALUATION AND ASSESSMENT
In accordance with the provisions of the Companies Act and the SEBI
Listing Regulations, the Independent Directors conducted a meeting to evaluate the
performance of the Executive Directors. This evaluation considered inputs from both
Executive and Non-Executive Directors. The Board, as a whole, also assessed the quality,
quantity, and timeliness of the information flow between the Company's Management and the
Board.
The evaluation process covered several aspects of the functioning of
the Board and its Committees, including their composition, experience, competencies,
fulfilment of duties, and governance practices. Additionally, a separate assessment was
undertaken to evaluate individual Directors based on parameters such as attendance,
contribution to discussions, and the exercise of independent judgment.
Furthermore, in line with the prescribed criteria and methodology for
annual performance evaluation, the Board carried out a comprehensive review of the
performance of the Board, its Committees, and each individual Director. For the financial
year 2025-26, all members of the Board and its Committees were found to meet the
established performance benchmarks.
The Board expressed satisfaction with the overall functioning and
effectiveness of the Board and its Committees.
Further details of the evaluation process are provided in the Report on
Corporate Governance, which forms an integral part of this report.
21. BOARD MEETINGS DURING THE YEAR
During the year under review, Seven (7) 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.
22. COMMITTEES OF THE BOARD
As required under the provisions of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015, as on March 31, 2026, the Board has the following
committees:
(i) Audit Committee; (ii) Nomination and Remuneration Committee; (iii)
Stakeholders Relationship Committee; (iv) Corporate Social Responsibility Committee.
During the year, all recommendations made by 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.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.
24. 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/
25. 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.
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12), read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are given in Annexure-F which forms part of this Report. The
statement containing particulars of employees pursuant to Section 197 of the Act, read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report in
accordance with the provisions of Section 136 of the Act. Copies of the said statement are
available at the registered office of the Company during the designated working hours from
21 days before the AGM till the date of the AGM. Any member interested in receiving the
said statement may write to the Company Secretary, stating their Folio No./DPID &
Client ID.
27. PUBLIC DEPOSITS
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 2025-26 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.
28. 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.
29. 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.
30. AUDITORS
a) Statutory Auditors:
At the 38th (Thirty Eighth) Annual General Meeting (AGM) held on
September 30, 2022, the members had approved the appointment of M/s. Praturi & Sriram,
Chartered Accountants, (Firm Registration 143(12) of the Act to the Central Government or
the Audit Committee under section 143(12) of the Companies Act.
b) Secretarial Auditor:
At the 41st (Forty First) Annual General Meeting (AGM) held on
September 30, 2025, the members had approved the appointment of Mr. Ashish Kumar Gaggar,
Practicing Company Secretary (Membership No. FCS 6687), a peer reviewed practicing company
secretary as Secretarial Auditor of the Company, to hold office for a period of five years
from the conclusion of that AGM till the conclusion of the 46th (Forty Sixth) AGM.
c) Internal Auditors:
The Board has appointed M/s. M. Anandam & Co., Chartered
Accountants as internal auditors of the Company with effect from 31st October, 2022.
The said Internal Audit Report does not contain any qualification,
reservations, adverse remarks or disclaimer.
31. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
a) Statutory 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 2025-26 as
required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The
Secretarial Auditor Report for Financial Year 2025-26 does not contain any qualification,
reservation or adverse remark. The Secretarial Audit Report for the financial year ended
March 31, 2026 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
d) Annual Secretarial Compliance Report:
The Annual Secretarial Compliance Report for the Financial Year 2025-26
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 March 31, 2026 has been
submitted to the Stock Exchanges within 60 days of the end of the Financial Year and is
forms part of this Report.
32. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
As on March 31, 2026, 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 2025-26.
33. CODE FOR PREVENTION OF INSIDER TRADING
The Company adopted a Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons and their Immediate Relatives pursuant the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of
Conduct also includes code of practices and procedures for fair disclosure of unpublished
price sensitive information and has been made available on the Company's website at
https://www.moldtekengineering.com/
The Company is maintaining Structured Digital Database
("SDD"), for monitoring the dealings in the securities of the Company by the
promoters, directors and designated persons including immediate relative and also to keep
record of the persons with whom the unpublished price sensitive information of the Company
has been shared internally or externally until it becomes public.
34. INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (Ind AS) with
effect from April 01, 2017 pursuant to Ministry of Corporate Affairs' notification of the
Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated
financial statements of the Company, forming part of the Annual Report, have been prepared
and presented in accordance with all the material aspects of the Indian Accounting
Standards ('Ind AS') as notified under Section 133 of the Companies Act 2013 read with the
Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs
('MCA') and Regulation 33 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended and relevant amendment rules
issued thereafter and guidelines issued by the Securities Exchange Board of India
("SEBI"). There was no revision of Financial Statements (Standalone &
Consolidated) and Board Reports during the year under review.
35. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, the Company
complies with Secretarial Standards 1 and 2, relating to the 'Meetings of the Board of
Directors' and 'General Meetings', respectively as issued by the Institute of Company
Secretaries of India ("ICSI") and approved by the Central Government.
36. COST RECORDS AND COST AUDIT
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.
37. 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.
38. 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.
39. 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.
40. INVESTOR RELATIONSHIP
Investor relations are a critical function within a company that
focuses on building and maintaining relationships with its investors and stakeholders. It
serves as the bridge between the Company's management team and its shareholders, analysts,
and the broader investment community. The primary goal of investor relations is to
effectively communicate the Company's financial performance, strategic direction, and key
developments to the investment community.
Investor relations activities play a vital role in managing the flow of
information between the Company and its investors. This disseminates accurate and timely
information, such as financial reports, earnings releases, and regulatory filings, to
ensure transparency and compliance.
The Company's officials participate in investor conferences and
earnings calls, where they provide updates on the Company's performance and address
questions and concerns from investors.
Another crucial aspect of investor relations is building and
maintaining relationships with shareholders and analysts.
Overall, investor relations is a critical function that helps companies
establish and maintain productive relationships with their investors and the broader
investment community and also contribute to enhancing the Company's reputation, maximizing
shareholder value, and supporting its long-term growth objectives.
41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. The company ensures that it provides a
harmonious and cordial working environment to all its employees. To ensure good human
resources management, the Company focused on all aspects of the employee lifecycle. This
provides a holistic experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill-development programs, engagement
and volunteering programs. The Company has put in continued efforts in building
capabilities of Human Resources with adoption of specific and targeted interventions. The
Company has a structured induction process at all locations and management development
programs to upgrade skills of managers. Objective appraisal systems based on Key Result
Areas are in place for all employees.
The Company is committed to nurture, enhance and retain talent through
superior Learning & Organization Development.
42. CYBER SECURITY INCIDENTS OR BREACHES OR LOSS OF DATA OR DOCUMENTS
There were no such incidents occurred during the Financial Year
2025-26.
43. 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.
44. 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.
45. SIGNIFICANT AND MATERIAL ORDERS
There are no orders passed by the regulators/courts/tribunals impacting
the going concern status and Company's operations in future.
46. 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
March 31, 2026 to which the Financial Statement relate and the date of this Report.
47. CEO/CFO CERTIFICATION
The Chief Executive Officer (CEO) 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 March 31, 2026. Kindly refer to
Annexure-H.
48. RISK MANAGEMENT
The Company has established a Risk Management Policy, including a Risk
Assessment and Minimization Procedure, aimed at identifying and addressing various risks
associated with its business operations. The Board of Directors and Senior Management
periodically review this policy and implement appropriate measures to mitigate identified
risks. Based on the current evaluation, the Board is of the opinion that there are no
risks which threaten the continued existence of the Company. Nevertheless, certain
inherent risks, typical of the industry in which the Company operates, are discussed in
detail in the Management Discussion and Analysis section of this Report. Furthermore, the
Company has taken comprehensive insurance coverage to safeguard its assets and manage
potential risks effectively.
49. RISK MANAGEMENT POLICY
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.
50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not made any such valuation during the financial year
2025-26.
51. WEB-LINKS OF VARIOUS POLICIES
The various policies adopted by the Company can be found at web-link:
https://www.moldtekengineering.com/investors/
52. 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.
The Company has constituted Internal Complaints Committee in accordance
with the provisions of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
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 2025-26 are as follows:
a) Number of complaints filed during the financial year 2025-26: Nil
b) Number of complaints disposed off during the financial year 2025-26: Nil
c) Number of complaints pending as on end of the financial year 2025-26: Nil
53. MATERNITY BENEFIT
Your Company is in compliance of the Maternity Benefit Act, 1961.
54. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
Pursuant to applicable provisions of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unpaid or unclaimed dividends that are required to be
transferred by the Company to the Investor Education and Protection Fund ("IEPF"
or "Fund") established by the Central Government, after completion of seven
years from the date of the declaration of dividend are transferred to IEPF. Further,
according to the Rules, the shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more are also transferred to
the demand account of the IEPF Authority.
The Company had sent individual notices and advertised in the
newspapers seeking action from the shareholders who have not claimed their dividends for
seven consecutive years or more. Thereafter, the Company transferred such unpaid or
unclaimed dividends and corresponding shares to IEPF.
During the financial year 2025-26, pursuant to provision of Section 124
of the Act, the Company has transferred a sum of ?2,78,989/- to the IEPF, the amount of
dividend which was unclaimed/unpaid for a period of seven years, declared for the
financial year 2017-18.
Further, the Company is in process of transferring shares in respect of
which dividend has not been paid or claimed for seven consecutive years or more pursuant
to Section 124 of the Act to the IEPF.
Shareholders/claimants whose shares or unclaimed dividend, have been
transferred to the IEPF may claim those dividends and shares from the IEPF Authority by
complying with prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.
The dividend declared for the financial year ended March 31, 2019 and
which remains unpaid/unclaimed is due to be transferred to IEPF within statutory
timelines, upon expiry of the period of seven years.
Further the shares in respect of which dividend has not been paid or
claimed for seven consecutive years will also be transferred to IEPF. Shareholders are
requested to ensure that they claim the unpaid dividends referred to above before the
dividend and shares are transferred to the IEPF pursuant to the provision of Section 124
of the Act.
55. ACKNOWLEDGEMENTS
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.
| For and on behalf of the Board of Directors of Mold-Tek
Technologies Limited |
| Sd/- Lakshmana Rao Janumahanti Chairman & Managing
Director DIN: 00649702 |
| Place: Hyderabad Dated: August 26, 2026 |
|