Mudunuru Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have pleasure in presenting before you the 31^st Boards'' Report of the Company together with
the Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2025 has been as under:

Particulars	2024-25	2023-24
Total Income	630.49	295.48
Total Expenditure	780.63	614.59
Profit (Loss)Before Tax	(150.14)	(319.11)
Provision for Tax	(19.09)	(3.38)
Profit (Loss) after Tax	(131.05)	(315.73)
Other Comprehensive Income, Net of tax	--	--
Total Comprehensive Income	(131.05)	(315.73)
Earning per Equity Share Basic	(0.42)	(1.01)
Diluted (in Rs.)	(0.42)	(1.01)

2. OVERVIEW & STATE OF THE COMPANY''S AFFAIRS:

The total revenue of the Company for the financial year under review was Rs. 630.49 lakhs as against Rs.
295.48 lakhs for the previous financial year. The company has incurred a net loss of Rs. 131.05 Lakhs for the
financial year 2024-25 as against the net loss of Rs. 315.73 Lakhs for the previous year.

3. DIVIDEND

Since the company is in the transition phase and requires funds for expansion plans, the Directors have
decided not to recommend dividend for the year.

4. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the Company has not transferred any
amount to general reserves account of the Company during the year under review.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the financial statements relate
and the date of the report.

6. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders have been passed against the Company by the Regulators, Courts or
Tribunals, which impacts the going concern status and Company''s operations in future.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the FY 2024-25.

9. DEPOSITS FROM PUBLIC:

The Company has not accepted any public deposits during the Financial Year ended 31^st March, 2025 and as
such, no amount of principal or interest on public deposits was outstanding as on the date of the balance
sheet.

Since the Company has not accepted any deposits during the Financial Year ended 31^st March, 2025 there has
been no non- compliance with the requirements of the Act.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /
ASSOCIATES:

The company does not have any subsidiary or associate Companies during the Financial Year.

11. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES:

There have been no companies which have become or ceased to be the subsidiaries, joint ventures or
associate companies during the year.

12. INDEPENDENT DIRECTOR''S FAMILIARIZATION PROGRAMMES:

Independent Directors are familiarized about the Company''s operations, businesses, financial performance
and significant development so as to enable them to take well-informed decisions in timely manner.
Interaction with the Business heads and key executives of the Company is also facilitated. Detailed
presentations on important policies of the Company are also made to the directors. Direct meetings with the
Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses
and the group practices.

The details of familiarization programme held in FY 2024-25 are also disclosed on the Company''s website:
https://www.mudunuru.com/ .

13. BOARD EVALUATION:

Performance of the Board and Board Committees was evaluated on various parameters such as structure,
composition, diversity, experience, corporate governance, competencies, performance of specific duties and
obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors
was evaluated on parameters such as meeting attendance, participation and contribution, engagement with
colleagues on the Board, responsibility towards stakeholders and independent judgement.

All the Directors participated in the evaluation process conducted in February 2025. The Board discussed the
performance evaluation reports of the Board, Board Committees, Individual Directors. The Board upon
discussion noted the inputs of the Directors.

14. MEETINGS OF THE BOARD:

The Board of Directors duly met 5 (Five) times on 30.05.2024, 14.08.2024, 05.09.2024, 14.11.2024 and
14.02.2025 in respect of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

15. COMMITTEES OF THE BOARD:

The Company has the following Three Board-level Committees:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination& Remuneration Committee

All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of
service for Committee members are taken by the Board of Directors. Details on the role and composition of
these Committees, including the number of meetings held during the financial year and the related attendance
are provided in this report below.

16. AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing
Regulations and Section 177 of the Act, 2013.

The Audit Committee acts as an interface between the Statutory and Internal Auditors, the Management, and
the Board. It assists the Board in fulfilling its responsibilities of monitoring financial reporting processes;
reviewing the Company''s established systems and processes for internal financial controls and governance;
and reviews the Company''s statutory and internal audit processes.

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies

Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 read with Schedule II thereof, inter alia,

includes:

i. oversight of the listed entity''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

ii. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

iii. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

v. reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the board''s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

vi. reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

vii. To review the financial statements, in particular, the investments made by the unlisted subsidiary
Company;

viii. reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a 380[public issue or rights issue or preferential issue or
qualified institutions placement], and making appropriate recommendations to the board to take up steps
in this matter;

ix. reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit
process;

x. approval or any subsequent modification of transactions of the listed entity with related parties;

xi. scrutiny of inter-corporate loans and investments;

xii. valuation of undertakings or assets of the listed entity, wherever it is necessary;

xiii. evaluation of internal financial controls and risk management systems;

xiv. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

xv. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

xvi. discussion with internal auditors of any significant findings and follow up there on;

xvii. reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;

xviii. discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;

xix. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

xx. to review the functioning of the whistle blower mechanism;

xxi. approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

xxii. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxiii. reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

xxiv. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

xxv. Carrying out any other function as may be referred to the Committee by the Board.

xxvi. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and
matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

a) management discussion and analysis of financial condition and results of operations;

b) management letters / letters of internal control weaknesses issued by the statutory auditors;

c) internal audit reports relating to internal control weaknesses; and

d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

e) statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

ii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

There were Four (4) Audit Committee Meetings held during the year on 30.05.2024, 14.08.2024, 14.11.2024

and 14.02.2025.

Name	Designati on	Category	No of Meetings held during the tenure	No of Meetings attended
Mr. Namburi Krishnam Raju	Chairman	ID	4	4
Mr. Ramesh Annamreddy	Member	ID	4	4
Mr. Ponnurangam Kumaraguru	Member	ID	4	4

Previous Annual General Meeting of the Company was held on 30.09.2024 and Mr. Namburi Krishnam Raju,
Chairman of the then Audit Committee attended previous AGM.

17. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (''NRC'') functions in accordance with Section 178 of the Act,
Regulation 19 of the Listing Regulations and its Charter adopted by the Board.

The NRC is vested with all the necessary powers, authority to identify persons who are qualified to become
Directors, Key Managerial Personnel and who may be appointed in senior management in accordance with
the criteria laid down, recommend to the Board their appointment and removal, and shall carry out evaluation
of every Director''s performance.

Terms of Reference: The terms of reference of the Nomination & Remuneration Committee, inter alia,
includes the following:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

b) Formulation of criteria for evaluation of performance of independent directors and the Board;

c) Devising a policy on Board diversity;

d) Identifying persons who are qualified to become directors of the Company and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria
in its annual report;

e) Analysing, monitoring and reviewing various human resource and compensation matters, including the
compensation strategy;

f) Determining the Company''s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment.

g) Recommending the remuneration, in whatever form, payable to non-executive directors and the senior
management personnel and other staff (as deemed necessary);

h) Reviewing and approving compensation strategy from time to time in the context of the then current Indian
market in accordance with applicable laws;

i) Determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;

j) Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021;

k) Administering the employee stock option scheme/plan approved by the Board and shareholders of the
Company in accordance with the terms of such scheme/plan ("ESOP Scheme") including the following:

i. Determining the eligibility of employees to participate under the ESOP Scheme.

ii. Determining the quantum of option to be granted under the ESOP Scheme per employee and in
aggregate;

iii. Date of grant;

iv. Determining the exercise price of the option under the ESOP Scheme;

l) Construing and interpreting the employee stock option scheme/plan approved by the Board and
shareholders of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme") and
any agreements defining the rights and obligations of the Company and eligible employees under the ESOP
Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration
of the ESOP Scheme;

m) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws,
as amended from time to time, including:

i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended; and

ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, as amended, by the Company and its employees,
as applicable;

n) Performing such other activities as may be delegated by the Board of Directors and/ or are statutorily
prescribed under any law to be attended by the Nomination and Remuneration Committee; and

o) Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations or other
applicable laws or by any other regulatory authority.

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay, reflecting the short and long term performance objectives
appropriate to the working of the Company and its goals

(iv) The conditions under which option may vest in employee and may lapse in case of termination of
employment for misconduct;

(v) The exercise period within which the employee should exercise the option and that option would lapse
on failure to exercise the option within the exercise period;

(vi) The specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;

(vii) The right of an employee to exercise all the options vested in him at one time or at various points of
time within the exercise period;

(viii) Re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;

(ix) Re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;

(x) The grant, vest and exercise of option in case of employees who are on long leave;

(xi) Allow exercise of unvested options on such terms and conditions as it may deem fit; xii. The procedure
for cashless exercise of options;

(xii) Forfeiture/ cancellation of options granted;

(xiii) Formulating and implementing the procedure for making a fair and reasonable adjustment to the
number of options and to the exercise price in case of corporate actions such as rights issues, bonus
issues, merger, sale of division and others. In this regard following shall be taken into consideration:

• the number and the price of stock option shall be adjusted in a manner such that total value of
the option to the employee remains the same after the corporate action;

• for this purpose, global best practices in this area including the procedures followed by the
derivative markets in India and abroad may be considered; and the vesting period and the life of
the options shall be left unaltered as far as possible to protect the rights of the employee who is
granted such option.

A. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

There were One (1) Nomination and Remuneration Committee Meetings held during the financial year on
05.09.2024.

Name	Designation	Category	No of Meetings held during the tenure	No of Meetings attended
Mr. Ramesh Annamreddy	Chairman	ID	1	1
Mr. Namburi Krishnam Raju	Member	ID	1	1
Mr. Ponnurangam Kumaraguru	Member	ID	1	1

B. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head
"Board Evaluation" in Directors'' Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying
persons who are qualified to become Directors and to determine the independence of Directors, in case of
their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

2.3 "Independent Director" means a Director referred to in sub-Section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The objective
is to have a board with diverse background and experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors,
such as:

• General understanding of the Company''s business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the
Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management
personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having
a group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act,
2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing Director or a
whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and
experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company [or
member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate
company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship with
the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the
68[three] immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company
during the three immediately preceding financial years or during the current financial year of face
value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its
holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, in excess of such amount as may be specified during the three immediately preceding
financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third
person to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, for such amount as may be specified during the three immediately preceding financial
years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or
associate company amounting to two percent or more of its gross turnover or total income: Provided
that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or
associate company or their promoters, or directors in relation to points (A) to (D) above shall not
exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount
as may be specified from time to time, whichever is lower.]

vi. who, neither himself ["/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the
listed entity or its holding, subsidiary or associate company [or any company belonging to the
promoter group of the listed entity,] in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key managerial personnel, the
restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of —

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding,
subsidiary or associate company amounting to ten per cent or more of the gross turnover of such
firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives
twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters,

directors or its holding, subsidiary or associate company or that holds two per cent or more of the
total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non-independent
director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule
IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance Accordingly, members should voluntarily limit their Directorships in other listed
public limited companies in such a way that it does not interfere with their role as Director of the Company.
The NR Committee shall take into account the nature of, and the time involved in a director service on other
Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be
public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than
3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5
committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship
committee of all public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under Section 8 of the companies Act,
2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize
their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the Directors, key managerial personnel and other
employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the Company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance
with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration
payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the
following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and
Annual performance bonus will be approved by the committee based on the achievement against the Annual
plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration
payable to the Non - Executive Directors of the Company within the overall limits approved by the
shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the
Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in
addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies
as well as their roles and responsibilities in the organization. Individual remuneration shall be
determined within the appropriate grade and shall be based on various factors such as job profile skill
sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board
and Independent Directors with specific focus on the performance and effective functioning of the Board and
Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/ P/ 2017/ 004, dated
January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria
by Securities and Exchange Board of India.

The Directors were given fives Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of each Committee of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director
The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the
report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has
informed that the performance of Directors is satisfactory.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed
public limited companies in such a way that it does not interfere with their role as director of the company.
The NR Committee shall take into account the nature of and the time involved in a director''s service on other
Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be public
limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more than 3
listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5 committees
across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship
committee of all public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under section 8 of the companies Act,
2013 shall be excluded.

18. STAKEHOLDER''S RELATIONSHIP COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee''s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and
matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

There was One (1) Stakeholders'' relationship Committee Meeting held during the year and it was held on
14.02.2025.

Name	Designation	Category	No of Meetings held	No of Meetings attended
Mr. Ramesh Annamreddy	Chairman	ID	1	1
Mr. Namburi Krishnam Raju	Member	ID	1	1
Mr. Ponnurangam Kumaraguru	Member	ID	1	1

C.DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2024-25:

Opening balance	Received during the year	Resolved during the year	Closing balance
00	00	00	00

D. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

During the year under the review Mrs. Neha Singhal was the Company Secretary and Compliance Officer of
the company. However, she resigned from the said position w.e.f. 22.05.2025.

As on the date of the report, Ms. Sushmita Ghosh is the Company Secretary and Compliance Officer of the
Company, appointed w.e.f. 22.08.2025.

19. AUTHORIZED AND PAID-UP CAPITAL OF THE COMPANY

The Authorized Share Capital of your Company as on 31^st March, 2025 stood at Rs.

9,00,00,000/- (Rupees Nine Crores only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) equity shares of the
face value of Rs. 2/- (Rupees Two Only) each.

The Paid-up Share Capital of your Company as on 31^st March, 2025 stood at Rs. 6,24,00,000/- (Rupees Six
Crores Twenty-Four Lakhs only) divided into 3,12,00,000 (Three Crore Twelve Lakhs only) equity shares of the
face value of Rs. 2/- (Rupees Two Only).

20. FURTHER ISSUE OF SHARE CAPITAL

During the year under review i.e., FY 2024-25, there was no further issue of share capital in the Company.
However, as on the date of the report the paid-up capital has increased due to the following allotments:

a) The Board of Directors of the company through resolution passed by circulation on 02^nd June, 2025
approved the allotment of 4,00,000 equity shares of face value of Rs. 2/- (Rupees Two) each upon
conversion of 4,00,000 warrants on receipt of the 75% of the amount from the respective shareholder(s)
of the Company; and

b) The Board of Directors of the company in the Board meeting conducted on 31^st July, 2025 approved the
allotment of 11,20,000 equity shares of face value of Rs. 2/- (Rupees Two) each upon conversion of

11,20,000 warrants on receipt of the 75% of the amount from the respective shareholder(s) of the
Company.

Therefore, the Paid-up Share Capital of your Company as on the date of the report is Rs. 6,54,40,000/- (Rupees
Six Crores Fifty-Four Lakhs Forty Thousand Only) divided into 3,27,20,000 (Three Crores Twenty-Seven Lakhs
Twenty Thousand Only) equity shares of the face value of Rs. 2/- (Rupees Two Only) per share.

21. APPOINTMENT / RE-APPOINTMENT / RESIGNATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL OF THE
COMPANY.

As on date of this report, the Company has eight (8) Directors, out of which three (3) are Independent and
four (4) are executive including one (1) women director and one (1) non-executive Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company:

• Resignation of Mr. Raja Sekhar Pyla as the Chief Financial Officer (CFO) of the Company w.e.f.

05.09.2024.

• Appointment of Mrs. Ragasita Manjari Thummalapalli as the Chief Financial Officer (CFO) of the
Company w.e.f. 05.09.2024.

• Resignation of Mrs. Neha Singhal as Company Secretary and Compliance Officer of the Company w.e.f.

22.05.2025.

• Appointment of Ms. Sushmita Ghosh as Company Secretary and Compliance Officer of the Company
w.e.f. 22.08.2025.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

• Mr. Madhusudan Raju Mudunuru, Managing Director of the Company.

• Mr. Kiran Thummalapalli, Executive Director of the Company.

• Mrs. Ragasita Manjari Thummalapalli, Executive Director and Chief Financial Officer (CFO) of the
Company.

• Mr. Hemambara Rao Boddeti, Executive Director of the Company.

• Ms. Sushmita Ghosh, Company Secretary and Compliance Officer of the Company.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors
seeking appointment/re-appointments are given as Annexure A to the notice of the AGM forming part of this
Annual Report.

22. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 26^thAnnual General Meeting held on 28.12.2020, the members of the company approved the
appointment of M/s. V. Ravi & Co, Chartered Accountants as Statutory Auditors of the company for the term
of five years from the financial year 2019-20 on such terms and conditions and remuneration as may be
decided by the Board. Accordingly, M/s. V. Ravi & Co. were the as statutory auditors of the company for the
financial year 2024-25 till the conclusion of the 31^st Annual General Meeting to hold for the financial year
2024-25.

The Board of Directors, at their meeting held on 14^th August, 2025, has proposed the appointment of M/s.
M.M. Reddy & Co., Chartered Accountants (Firm Registration No.: 010371S) as the Statutory Auditors of the
Company for a period of 5 (Five) years from the conclusion of this Annual General Meeting (AGM) till the
conclusion of 36^th AGM.

The Auditors'' Report for fiscal 2025, as issued by M/s. V. Ravi & Co., does not contain any qualification,
reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual
Report. The Company has received audit report with unmodified opinion for audited financial Statements of
the Company for the Financial Year ended 31^st March, 2025 from the statutory auditors of the Company.

23. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board
of Directors had appointed Mrs. Aakanksha Sachin Dubey, Practicing Company Secretary as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for financial year ended 31^st March, 2025.

However, Mrs. Aakanksha Sachin Dubey, Practicing Company Secretary has resigned as the Secretarial Auditor
of the Company. Therefore, the Board of Directors at their meeting held on 19.07.2025 has appointed M/s.
KLN & Associates, Practicing Company Secretaries as Secretarial Auditors for FY 2024-25.

The Secretarial Audit Report given by M/s. K L Narayan & Associates, Secretarial Auditor is annexed herewith
as Annexure- 1 and forms integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse
remark.

24. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; the Internal Audit
of the functions and activities of the Company during the year under review, was undertaken by M/s. Nanduri
& Associates the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit
Observations along with recommendations and its implementations are reviewed by the Audit Committee and
concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts of the
Company from the Internal Auditor.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up
actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews
the same regularly.

The Board has re-appointed M/s. Nanduri & Associates., Chartered Accountants, Hyderabad, as Internal
Auditors for the Financial Year 2024-25.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Since the Corporate Governance is not applicable, Annual Secretarial Compliance Report is also not applicable
to the Company.

26. 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.

27. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

28. DECLARATION BY THE COMPANY:

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section
164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have
been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy
efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable
to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: 89.79 Lakh

Foreign Exchange Outgo: NIL

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

During the year under review, since the paid-up capital of the Company is less than Rs. 10 Crores and Net
worth of the Company is less than Rs. 25.00 Crores, the provisions of Corporate Governance is not applicable
to the Company.

31. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, annual return is uploaded on website of the Company
www.mudunuru.com.

32. DECLARATION OF INDEPENDENCE:

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs
of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and
have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the
Company''s Code of Conduct.

In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the
Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists
or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).

33. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b) The Directors had 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 and loss of the company for that period;

c) The Directors had 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;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015 and Section 177(10) of the Companies Act 2013,
enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders
including directors and employees have access to the Vice Chairman and Managing Director and Chairperson
of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.
The policy is available on the website of the Company at www.mudunuru.com.

35. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and such systems are adequate and
operating effectively. During the year under review, the Company was in compliance with the Secretarial
Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings",
respectively.

36. INSURANCE:

The properties and assets of your Company are adequately insured.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

38. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or
more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013
relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any
Corporate Social Responsibility Policy.

39. INTERNAL FINANCIAL CONTROL SYSTEMS:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management
policies and also on promoting compliance of ethical and well-defined standards. The Company follows an
exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets
to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps.
The Audit Committee which meets at regular intervals also reviews the internal control systems with the
Management and the internal auditors.

The Company laid down internal financial controls and that such internal financial controls are adequate and
were operating effectively.

40. RELATED PARTY TRANSACTIONS:

During the year under the review, there were no related party transactions that were entered into. Hence, the
Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is not applicable.

41. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of
Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on
Director''s appointment and remuneration, including, criteria for determining qualifications, positive
attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate
Governance Report which forms part of this Report and is also uploaded on the Company''s website at
https://www.mudunuru.com/.

42. TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION:

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars
and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"),
constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no
amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and
Section 125(2) of the Act.

43. SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

44. DETAILS OF NODAL OFFICER:

During the year under the review the Company had designated Ms. Neha Singhal as a Nodal Officer for the
purpose of IEPF. However, as on the date of the report Ms. Sushmita Gosh is designated as the Nodal Officer
of the Company for the purpose of IEPF.

45. DETAILS OF UTILIZATION OF FUNDS:

During the year under review, the Company has not raised any funds through Private Placement, Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

46. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN
AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure II (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of
every employee is annexed to this Annual report as Annexure II (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014, the ratio of remuneration to median employees is as mentioned in Annexure-
II(a).

48. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be
implemented.

51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial
institutions.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. All the policies are posted on our website. www.mudunuru.com.

54. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the
affairs of the Company in all respects.

55. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to
time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading
Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is posted on the website of the Company at
www.mudunuru.com.

56. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always believed in providing a safe and harassment free workplace for every woman working
in its premises through various policies and practices. The Company always endeavours to create and provide
an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at
prevention of harassment of employees and lays down the guidelines for identification, reporting and
prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior

management (with women employees constituting the majority). The ICC is responsible for redressal of
complaints against sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2025, no complaints pertaining to sexual harassment have been
received.

57. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

a. Issue of sweat equity share: NA

b. Issue of shares with differential rights: NA

c. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

d. Buy back shares: NA

e. Employee Stock Options: NA

f. Disclosure about revision: NA

g. Issue of equity shares with differential rights as to dividend, voting: NA

58. APPRECIATION & ACKNOWLEDGEMENT:

Your directors place on record their appreciation for the overwhelming co-operation and assistance received
from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental
authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation,
support and smart work have enabled the Company to sustain its operations and is determined to poise a
rapid and remarkable growth in the years to come.

Your directors also wish to place on record their appreciation of all stakeholders including business
constituents, banks and other "financial institutions and shareholders of the Company SEBI, BSE, NSDL, CDSL,
Company''s Bankers, etc. for their continued support for the growth of the Company.

For and on behalf of the Board
Mudunuru Limited

Sd/- Sd/-

Place: Vishakhapatnam Kiran Thummalapalli Madhusudan Raju Mudunuru

Date: 04.09.2025 Executive Director Managing Director

DIN:00472025 DIN:00471678

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 30^th Boards'' Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2024 has been as under:

(Rs. In Lakhs)

Particulars	2023-24	2022-23
Total Income	295.48	218.07
Total Expenditure	614.59	350.05
Profit (Loss)Before Tax	(319.11)	(131.97)
Provision for Tax	(3.38)	5.98
Profit (Loss) after Tax	(315.73)	(137.95)
Other Comprehensive Income, Net of tax	--	—
Total Comprehensive Income	(315.73)	(137.95)
Earning per Equity Share Basic	(1.01)	(0.48)
Diluted (in Rs.)	(1.01)	(0.48)

2. OVERVIEW & STATE OF THE COMPANY'' S AFFAIRS:

The total revenue of the Company for the financial year under review was Rs.295.48 lakhs as
against Rs. 218.07 lakhs for the previous financial year. The company has incurred a net loss
of Rs. 315.73 Lakhs for the financial year 2023-24 as against the net loss of Rs. 137.95 Lakhs
for the previous year.

3. DIVIDEND

Since the company is in the transition phase and requires funds for expansion plans, the
Directors have decided not to recommend dividend for the year.

4. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the Company has
not transferred any amount to general reserves account of the Company during the year
under review.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.

6. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

No significant or material orders have been passed against the Company by the Regulators,
Courts or Tribunals, which impacts the going concern status and Company'' s operations in
future.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company has not undergone any change in the nature of business during the FY 2023¬
24.

9. DEPOSITS FROM PUBLIC:

The Company has not accepted any public deposits during the Financial Year ended March
31, 2024 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there has been no non- compliance with the requirements of the Act.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES:

The company does not have any subsidiary or associate Companies during the Financial Year.

11. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES:

There have been no companies which have become or ceased to be the subsidiaries, joint
ventures or associate companies during the year.

12. INDEPENDENT DIRECTOR'' S FAMILIARIZATION PROGRAMMES:

Independent Directors are familiarized about the Company'' s operations, businesses,
financial performance and significant development so as to enable them to take well-
informed decisions in timely manner. Interaction with the Business heads and key executives
of the Company is also facilitated. Detailed presentations on important policies of the
Company are also made to the directors. Direct meetings with the Chairperson are further
facilitated to familiarize the incumbent Director about the Company/its businesses and the
group practices.

The details of familiarization programme held in FY 2023-24 are also disclosed on the
Company'' s website: https://www.mudunuru.com/.

13. BOARD EVALUATION

Performance of the Board and Board Committees was evaluated on various parameters such
as structure, composition, diversity, experience, corporate governance, competencies,
performance of specific duties and obligations, quality of decision-making and overall Board
effectiveness. Performance of individual Directors was evaluated on parameters such as
meeting attendance, participation and contribution, engagement with colleagues on the
Board, responsibility towards stakeholders and independent judgement.

All the Directors participated in the evaluation process conducted in February 2024. The Board
discussed the performance evaluation reports of the Board, Board Committees, Individual
Directors. The Board upon discussion noted the inputs of the Directors.

14. MEETINGS OF THE BOARD

The Board of Directors duly met 7 (Seven) times on 30.05.2023, 14.08.2023, 06.09.2023,
14.11.2023, 02.01.2024, 14.02.2024 and 31.03.2024 in respect of which meetings, proper
notices were given and the proceedings were properly recorded and signed in the Minutes
Book maintained for the purpose.

15. COMMITTEES OF THE BOARD:

The Company has the following Three Board-level Committees:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination& Remuneration Committee

All decisions pertaining to the constitution of Committees, appointment of members and
fixing of terms of service for Committee members are taken by the Board of Directors. Details
on the role and composition of these Committees, including the number of meetings held
during the financial year and the related attendance are provided in this report below.

16. AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters prescribed under Regulation
18 of the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177
of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 read with
Schedule II thereof, inter alia, includes:

i. oversight of the listed entity'' s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

ii. recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity;

iii. approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

iv. reviewing, with the management, the annual financial statements and auditor''s report
thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director'' s responsibility statement to be
included in the board'' s report in terms of clause (c) of sub-section (3) of Section 134
of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by
management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

v. reviewing, with the management, the quarterly financial statements before submission to
the board for approval;

vi. reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer document / prospectus / notice
and the report submitted by the monitoring agency monitoring the utilisation of proceeds
of a 380[public issue or rights issue or preferential issue or qualified institutions placement],
and making appropriate recommendations to the board to take up steps in this matter;

vii. reviewing and monitoring the auditor'' s independence and performance, and
effectiveness of audit process;

viii. approval or any subsequent modification of transactions of the listed entity with related
parties;

ix. scrutiny of inter-corporate loans and investments;

x. valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. evaluation of internal financial controls and risk management systems;

xii. reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;

xiii. reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;

xiv. discussion with internal auditors of any significant findings and follow up there on;

xv. reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

xvi. discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii. to look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;

xviii. to review the functioning of the whistle blower mechanism;

xix. approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.

xxi. reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing as
on the date of coming into force of this provision.

xxii. consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:

i. management discussion and analysis of financial condition and results of operations;

ii. management letters / letters of internal control weaknesses issued by the statutory
auditors;

iii. internal audit reports relating to internal control weaknesses; and

iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.

v. statement of deviations:

vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

vii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7)

C. COMPOSITION, MEETINGS & ATTENDANCE:

There were Five (5) Audit Committee Meetings held during the year on 30.05.2023,
14.08.2023,14.11.2023,14.02.2024 and 31.03.2024.

Name	Designa tion	Categor y	No of Meetings held during the tenure	No of Meetings attended
#Mr. R.C. Rahul	Chairma n	ID	2	2
#Mr. R.C. Ratul	Member	ID	2	2
AMr. Ramesh Annamreddy	Member	ID	5	5
AMr. Namburi Krishnam Raju	Chairma n	ID	5	5
AMr. Ponnurangam Kumaraguru	Member	ID	5	5

# Resigned w.e.f. 06.09.2023
^AAppointed w.e.f. 06.09.2023

Previous Annual General Meeting of the Company was held on 30.09.2023 and Mr. Namburi
Krishnam Raju, Chairman of the then Audit Committee attended previous AGM.

17. NOMINATION AND REMUNERATION COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity;
and

c. consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of performance of independent directors and the
board of directors;

iv. devising a policy on diversity of board of directors;

v. identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the
board of directors their appointment and removal.

vi. whether to extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE
YEAR:

There were Three (3) Nomination and Remuneration Committee Meetings held during the
financial year on 06.09.2023, 02.01.2024 and 14.02.2024.

Name	Designation	Category	No of Meetings held during the tenure	No of Meetings attended
*Mr. R.C. Ratul	Chairman	ID	NA	NA
*Mr. R.C. Rahul	Member	ID	NA	NA
AMr. Ramesh Annamreddy	Chairman	ID	3	3
AMr. Namburi Krishnam Raju	Member	ID	3	3
AMr. Ponnurangam Kumaraguru	Member	ID	3	3

*Resigned w.e.f., 06.09.2023
^AAppointed as Member w.e.f., 06.09.2023

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under
the head "Board Evaluation" in Directors'' Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS''
INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee
for identifying persons who are qualified to become Directors and to determine the

independence of Directors, in case of their appointment as independent Directors of the
Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2.3 "Independent Director" means a Director referred to in sub-Section (6) of Section 149
of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and its
individual members. The objective is to have a board with diverse background and experience
that are relevant for the Company'' s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take
into account factors, such as:

• General understanding of the Company'' s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a
Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting
of the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act,
2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the Company'' s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors
at time of appointment/ re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interest or relationships
are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses
relevant expertise and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate
company [or member of the promoter group of the listed entity];

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or
associate company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, during the 68[three] immediately preceding financial years or
during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or
associate company during the three immediately preceding financial years or during
the current financial year of face value in excess of fifty lakh rupees or two percent of

the paid-up capital of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, in excess of such amount as may be specified during the three
immediately preceding financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness
of any third person to the listed entity, its holding, subsidiary or associate company
or their promoters or directors, for such amount as may be specified during the three
immediately preceding financial years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding,
subsidiary or associate company amounting to two percent or more of its gross
turnover or total income: Provided that the pecuniary relationship or transaction with
the listed entity, its holding, subsidiary or associate company or their promoters, or
directors in relation to points (A) to (D) above shall not exceed two percent of its
gross turnover or total income or fifty lakh rupees or such higher amount as may be
specified from time to time, whichever is lower.]

vi. who, neither himself [ "/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an
employee of the listed entity or its holding, subsidiary or associate company [or any
company belonging to the promoter group of the listed entity,] in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed:

[Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her employment.]

b. is or has been an employee or proprietor or a partner, in any of the three financial
years immediately preceding the financial year in which he is proposed to be
appointed, of —

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed
entity or its holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its
holding, subsidiary or associate company amounting to ten per cent or more of the
gross turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of the
listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation
that receives twenty-five per cent or more of its receipts or corpus from the listed entity,
any of its promoters, directors or its holding, subsidiary or associate company or that holds
two per cent or more of the total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the "code for independent Directors "as
specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance Accordingly, members should voluntarily limit
their Directorships in other listed public limited companies in such a way that it does not
interfere with their role as Director of the Company. The NR Committee shall take into account
the nature of, and the time involved in a director service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than
10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies
and not more than 3 listed companies in case he is serving as a whole-time Director in any
listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more
than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder'' s relationship committee of all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies, foreign
companies and companies under Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.

The remuneration levels are governed by industry pattern, qualifications and experience
of the Directors, responsibilities shouldered and individual performance.

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for

recommending to the Board the remuneration of the Directors, key managerial personnel
and other

employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the Company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by
Board in accordance with the provisions of Section 178 of the companies Act, 2013, clause 49
of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall
limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the
Board and the Committees thereof. The Non- Executive Directors shall also be entitled to
profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1.Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such asjob profile skill sets, seniority, experience and prevailing
remuneration levels for equivalent jobs.

C. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation is performed
by the Board and Independent Directors with specific focus on the performance and effective
functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/ P/
2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company
adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given fives Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of each Committee of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by
the Directors, the report on Evaluation was submitted to the Board. And based on the report,
the Board of Directors has informed that the performance of Directors is satisfactory.

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The NR Committee shall take into account
the nature of and the time involved in a director'' s service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10
shall be public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more
than 5 committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and
stakeholder'' s relationship committee of all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies, foreign
companies and companies under section 8 of the companies Act, 2013 shall be excluded.

18. STAKEHOLDER'' S RELATIONSHIP COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee'' s role includes:

i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of the Companies
Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE
YEAR:

There was One (1) Stakeholders'' relationship Committee Meeting held during the year
and it was held on 14.02.2024.

Name Designation Category No ot Meetings held				No ot Meetings attended
Mr. Ramesh Annamreddy	Chairman	ID	1	1
*Mr. R.C. Ratul	Member	ID	NA	NA
*Mr. R.C. Rahul	Member	ID	NA	NA
AMr. Namburi Krishnam Raju	Member	ID	1	1
AMr. Ponnurangam Kumaraguru	Member	ID	1	1

*Resigned w.e.f. 06.09.2023
^AAppointed w.e.f. 06.09.2023

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING
THE YEAR 2023-24:

Opening balance	Received during the year	Resolved during the year	Closing balance
00	00	00	00

D. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Ms. Neha Singhal is the Company Secretary of the Company w.e.f. 02.01.2024 and as on the
date of the Annual Report.

However, Mr. Pankaj Tulsayani, the previous Company Secretary and Compliance Officer of
the company resigned from the Company w.e.f. 16.09.2023

19. AUTHORIZED AND PAID-UP CAPITAL OF THE COMPANY

The Authorized Share Capital of your Company as on March 31, 2024 stood at
Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 4,50,00,000 (Four Crore Fifty Lakhs)
equity shares of the face value of Rs. 2/- (Rupees Two Only) each.

The Paid-up Share Capital of your Company as on March 31, 2024 stood at Rs. 6,24,00,000/-
(Rupees Six Crores Twenty Four Lakhs only) divided into 3,12,00,000 (Three Crore Twelve
Lakhs only) equity shares of the face value of Rs. 2/- (Rupees Two Only).

20. FURTHER ISSUE OF SHARE CAPITAL

During the year under review i.e., FY 2023-24, the Board of Directors of the company in its
meeting held on the February 14, 2024 and pursuant to approval of members obtained in the
Extra Ordinary General Meeting held on the March 16, 2024, allotted 25,09,500 (Twenty Five
Lakhs Nine thousand and Five Hundred) equity shares of the Company of face value of Rs.
2/- (Rupees Two) each ( "Equity Shares" ) and premium of Rs. 10/- (Rupees Ten Only)
aggregating to Rs. 3,01,14,000/- pursuant to In-principal Approval granted by BSE on
28.03.2024 and the Company also allotted 96,00,000 (Ninety Six Lakhs) convertible warrants
at warrant subscription price of Rs. 12/- each aggregating to Rs.11,52,00,000/- pursuant to
In-principal Approval granted by BSE on 28.03.2024.

Therefore, the Paid-up Share Capital of your Company as on the date of the report is Rs.
6,24,00,000/- (Rupees Six Crores Twenty Four Lakhs only) divided into 3,12,00,000 (Three
Crore Twelve Lakhs only) equity shares of the face value of Rs. 2/- (Rupees Two Only).

21. APPOINTMENT / RE-APPOINTMENT / RESIGNATION OF DIRECTORS / KEY
MANAGERIAL PERSONNEL OF THE COMPANY.

As on date of this report, the Company has eight Directors, out of which three are
Independent and four are executive including one women director and one non-executive
Directors.

a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company

• Resignation of Mr. Raghu Chowdarapu Ratul as Independent Director of the Company
w.e.f., 06^th September, 2023.

• Resignation of Mr. Rahul Raghunandan Chowdarapu as Independent Director of the
Company w.e.f., 06^th September, 2023.

• Resignation of Mr. Devsen Kruthiventi as Non- Executive Director of the Company w.e.f.,
06^th September, 2023.

• Appointment of Mr. Ponnurangam Kumaraguru as Independent Director of the
Company w.e.f., 06^th September, 2023.

• Appointment of Mr. Namburi Krishnam Raju as Independent Director of the Company
w.e.f., 06^th September, 2023.

• Appointment of Mr. Hemambara Rao Boddeti as Executive Director of the Company
w.e.f., 06^th September, 2023.

• Change in designation of Mr. Mudraganam Chandrashekar from Executive Director to
Non-Executive Director of the Company w.e.f. 14.02.2024.

• Appointment of Mrs. Ragasita Manjari Thummalapalli as Executive Director of the
Company w.e.f. 14.02.2024

• Resignation of Mr. Gopal Ramesh as Director and Executive Director of the Company
w.e.f. 14.02.2024.

• Resignation of Mrs. Suganya Ramesh as Director and Executive Director of the Company
w.e.f. 14.02.2024.

• Resignation of Mrs. Suganya Ramesh as Director and Executive Director of the Company
w.e.f. 14.02.2024.

• Resignation of Mr. Pankaj Tulsayani as Company Secretary and Compliance Officer of
the Company w.e.f. 16.09.2023.

• Appointment of Mrs. Neha Singhal as Company Secretary and Compliance Officer of
the Company w.e.f. 02.01.2024

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2023-24

• Mr. Madhusudan Raju Mudunuru, Managing Director of the Company.

• Mr. Kiran Thummalapalli, Executive Director of the Company.

• Mrs. Ragasita Manjari Thummalapalli, Executive Director of the Company.

• Mr. Hemambara Rao Boddeti, Executive Director of the Company.

• Mr. Raja Sekhar Pyla, Company Secretary and Compliance Officer of the Company.

• Ms. Neha Singhal, Company Secretary and Compliance Officer of the Company.

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of
the Directors seeking appointment/re-appointments are given as Annexure A to the notice
of the AGM forming part of this Annual Report.

22. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

At the 26^thAnnual General Meeting held on 28.12.2020, the members of the company
approved the appointment of M/s. V. Ravi & Co, Chartered Accountants as Statutory Auditors
of the company for the term of five years from the financial year 2019-20 onwards on such
terms and conditions and remuneration as may be decided by the Board. M/s. V. Ravi & Co.
will continue as statutory auditors of the company till the conclusion of the 31^st Annual
General Meeting to hold for the financial year 2024-25.

The Auditors'' Report for fiscal 2024 does not contain any qualification, reservation or
adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual
Report. The Company has received audit report with unmodified opinion for both Standalone
and Consolidated audited financial results of the Company for the Financial Year ended March
31, 2024 from the statutory auditors of the Company.

23. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations
of the Audit Committee, the Board of Directors had appointed Ms. Aakanksha, Practicing
Company Secretary as the Secretarial Auditor of the Company, for conducting the Secretarial
Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by Ms. Aakanksha, Practicing Company Secretaryfor the
financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed
herewith as Annexure- 1 and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark
except those mentioned below:

i.) The website of the company is functional but not updated as per regulation 46 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board ensures that adequate measures will be taken to update the website to reflect the
timely announcements. Further, as far as the constitution of the Nomination and
Remuneration Committee is considered, the Board is in the process of identifying suitable
incumbents to occupy the Board positions and the committee will be constituted accordingly.

24. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and
activities of the Company was undertaken by M/s. Nanduri & Associates the Internal Auditor
of the Company.

Deviations are reviewed periodically and due compliance was ensured. Summary of
Significant Audit Observations along with recommendations and its implementations are
reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were
no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews the same regularly.

The Board has re-appointed M/s. Nanduri & Associates., Chartered Accountants, Hyderabad,
as Internal Auditors for the Financial Year 2023-24.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Since the Corporate Governance is not applicable, Annual Secretarial Report is applicable to
the Company.

26. COST RECORDS AND COST AUDIT:

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

27. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.

28. DECLARATION BY THE COMPANY:

None of the Directors of the Company are disqualified for being appointed as Directors as
specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:

A. Conservation of Energy: Your Company'' s operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption
are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

During the year under review, since the paid-up capital of the Company is less than Rs. 10
Crores and Net worth of the Company is less than Rs. 25.00 CroresCorporate Governance is
not applicable to the Company.

31. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company www.mudunuru.com.

32. DECLARATION OF INDEPENDENCE:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under Reg.l6(l)(b) read with Reg.
25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,

2014, all the PIDs of the Company have registered themselves with the India Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company'' s Code of Conduct.

In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations

2015, the Independent Directors have confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any
external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

33. DIRECTOR'' S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors had 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 and loss of the company for that period;

c) The Directors had 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;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22
of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section
177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower.
Stakeholders including directors and employees have access to the Vice Chairman and
Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the
Audit Committee.

The policy is available on the website of the Company at www.mudunuru.com.

35. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating
to "Meetings of the Board of Directors" and "General Meetings" respectively.

36. INSURANCE:

The properties and assets of your Company are adequately insured.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under
review.

38. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs.
1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section
135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social Responsibility Policy.

39. INTERNAL FINANCIAL CONTROL SYSTEMS:

Your Company has well laid out policies on financial reporting, asset management, adherence
to Management policies and also on promoting compliance of ethical and well-defined
standards. The Company follows an exhaustive budgetary control and standard costing
system. Moreover, the management team regularly meets to monitor goals and results and
scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit
Committee which meets at regular intervals also reviews the internal control systems with the
Management and the internal auditors.

The Company laid down internal financial controls and that such internal financial controls
are adequate and were operating effectively.

40. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm'' s
length basis and in the ordinary course of business. The Form AOC-2 pursuant to Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is annexed herewith as Annexure-V to this report.

41. POLICY ON DIRECTOR'' S APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act,
2013, the Board of Directors upon recommendation of the Nomination and Remuneration
Committee approved a policy on Director'' s appointment and remuneration, including,
criteria for determining qualifications, positive attributes, independence of a Director and
other matters. The said Policy extract is covered in Corporate Governance Report which forms
part of this Report and is also uploaded on the Company'' s website at
https://www.mudunuru.com/.

42. TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION:

Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( "IEPF
Rules" ) read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required to
be transferred to the Investor Education and Protection Fund ( "IEPF" ), constituted by the
Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.

43. SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

No shares were transferred to the Investor Education and Protection Fund during the year
under review.

44. DETAILS OF NODAL OFFICER:

The Company has designated Ms. Neha Singhal as a Nodal Officer for the purpose of IEPF.

45. DETAILS OF UTILIZATION OF FUNDS:

During the year under review, the Company has not raised any funds through Private
Placement, Preferential Allotment or Qualified Institutions Placement as specified under
Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015

46. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure II (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure II (b).

During the year, NONE of the employees (excluding Executive Directors) is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies
(Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees
is as mentioned in Annexure- 11(a).

48. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in
the name of the Company under Insolvency and Bankruptcy Code, 2016.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.

53. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are posted on our
website, www.mudunuru.com.

54. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.

55. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time, the Company has formulated a Code of Conduct for Prevention
of Insider Trading ( "Insider Trading Code" ) and a Code of Practices and Procedures for fair
disclosure of Unpublished Price Sensitive Information ( "UPSI" ).

The Code of Practices and Procedures for fair disclosure of UPSI is posted on the website of
the Company at www.mudunuru.com.

56. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always believed in providing a safe and harassment free workplace for
every woman working in its premises through various policies and practices. The Company
always endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behaviour. An Internal Complaints
Committee ( "ICC" ) has been set up by the senior management (with women employees
constituting the majority). The ICC is responsible for redressal of complaints against sexual
harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2024, no complaints pertaining to sexual
harassment have been received.

57. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

a. Issue of sweat equity share: NA

b. Issue of shares with differential rights: NA

c. Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

d. Buy back shares: NA

e. Employee Stock Options: NA

f. Disclosure about revision: NA

g. Issue of equity shares with differential rights as to dividend, voting: NA

58. APPRECIATION & ACKNOWLEDGEMENT:

Your directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your directors also thank the employees at
all levels, who through their dedication, co-operation, support and smart work have enabled
the Company to sustain its operations and is determined to poise a rapid and remarkable
growth in the years to come.

Your directors also wish to place on record their appreciation of all stakeholders including
business constituents, banks and other "financial institutions and shareholders of the
Company SEBI, BSE, NSDL, CDSL, Company'' s Bankers, etc. for their continued support for
the growth of the Company.

For and on behalf of the Board
Mudunuru Limited

Sd/- Sd/-

Place: Vishakhapatnam Kiran Thummalapalli Madhusudan Raju Mudunuru
Date: 05.09.2024 Executive Director Managing Director

DIN:00472025 DIN: 00471678

---

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS Consolidated Figures For 2014-15 :

The performance during the period ended 31 si March, 2016 has been as under:

(Rs.. In Lakhs)

	Standalone		Consolidated
Particulars	2015-2016	2014-2015	2015-16	2014-15
Gross Income	883.02	858.97	1002.86	858.98
Profit Before interest and Depreciation	171.37	162,74	167.25	159,77
Finance Charges	-	-	-	-
Gross Profit	171.37	161.98	167.25	159.77
Provision for Depreciation	72.54	71,56	113.70	104.33
Net Profit Before Tax	98.82	91,18	53 55	55.44
Provision for Tax	26.21	8.81	21.46	-3.52
Net Profit After Tax	72.62	82.37	32.00	58.96
Net Profit Alter Tax (after Minority Interest)	-	—	52.23	70.61
Balance of Profit brought forward	147.59	65,52	95.84	2.52
Balance available for appropriation	220.51	147.89	150.67	95-84
Proposed Dividend on Equity Shares	-	—	-	—
Tax on proposed Dividend	-		-	-
Transfer to General Reserve	-	—	-	-
Surplus carried to Balance Sheer	220,51	147 09	150.67	95-84

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31 st March and the date of Board''s Report. (I.e. 14/08/2016)

3. SUB-DIVISION OF SHARES:

One equity share of Rs. 10/-was sub-divided into 5 equity shares of Rs. 2/-each at Annual General Meeting held on 12.09.2015 . As a result the authorized capital of the company stands at Rs.9,00,00,000/- with shares divided into 4,50,00,000 equity shares of Rs. 2J- each and paid up capital stands at Rs. Rs.4,78,55,000/-divided into 2,39,27,500 equity shares of Rs. 2 each.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

5. PUBLIC DEPOSITS:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

6. TRANSFER TO RESERVES:

There were no transfers to reserves during the year.

7. DIVIDEND:

The Directors have decided not to recommend dividend for the year.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review

9. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company''s financial position have occurred between the ends of the financial yearof the Company.

10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The company has not entered into any contract or arrangement with any related party during the period under review.

13. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled ‘Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report - Annexure II

15. RETIREMENTS AND RESIGNATIONS:

- Ms. Push pa Id th a , Ms. Renuka and S.C Krishna Varma resigned as Directors of the company in a Board Meeting hold on 08.08.2 015.

The Board placed on record its sincere appreciation for the directors who have retired for the services rendered by them during the year,

16. APPOINTMENTS,Rt-APPOINTMENT OF DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

Duringltie year:

- Mr.Uday Bhaskarand Mr. T. Kiran were appointed as Additional Directors of the company in a Board Meeting held on 08.08.2015. Subsequently they were appointed as Whole-Time Directors of the Company on 12.09.2015.

- Mr. R.C Rahul and Mr. R.C Ratul were appointed as Non-Executive, Independent Directors of the company on 12,09.2015.

18. DECLARATION FROM INDEPENDENT DIRECTORSON ANNUAL BASIS:

The Company has received declarations from Mr. R.C Ratul, Mr. R.C Rahul and Ms. S. Latha, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-Annexure-lll.

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had 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 and loss of the company for that period;

c. The Directors had 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;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES; ASSOCIATES:

M/s. Mudunuru Software Limited and M/s Mudunuru DREAMS Private Limited are the two subsidiaries of the company. M/s. Mudunuru DREAMS Private Limited has following subsidiaries which are the step down subsidiaries of M/s. Mudunuru Limited:-

1. Mudunuru Dairy Products Private Limited

2. Muckinuru Retail Privale Limited

3. Mudunuru Enterprises Private Limited

4. Mudunuru Agriculture Private limited

5. Mudunuru Manufacturing Private Limited

6. Mudunuru Systems Private Limited

21, STATUTORY AUDITORS:

M/s. Chanamolu & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013,

The Board recommends the re-appointment of M/s. Chanamolu & Co , as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

22, INTERNAL AUDITORS:

The company has not appointed internal auditors for the period 2015-16. However the company is looking for suitable auditor(s) fill the vacancy.

25. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3) (0 & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as Annexure-I

24. AUDITS REPORTS:

- Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry''.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and the qualifications, reservations or adverse remarks (if any) except that the Company does not have a full time Company Secretary, and internal auditor.

The Board is looking for suitable candidates for the above said posts and the vacancies wil I be filled soon.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR): . . ~ Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 10OOCrore or more, or a net profit of Rs. 5 Crore or more during the financial year, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

26. COMPLIANCE WITH SFBI (LISTING OBLIGATIONS AND DISCLOSURF REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e. www.mudunuru.com

i. Board Diversity Policy

ii. Policy on preservation of Documents

iii. Risk Management Policy

iv. Whistle Blower Policy

v. Familiarization programme for Independent Directors

vi. Anti-Sexual Harassment Policy Related Party Policy .

vii. Code of Conduct

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: The required information as per Sec. 134 of the Companies Art 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL ( Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 81247930/Foreign Exchange Outgo: Rs. NIL

28. INSURANCE:

The properties and assets of your Company are adequately insured.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review

30.CR E DIT& GUARANTEE FACILITIES :

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from State Bank of India.

31. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1 )(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is 1: 2.7 times in case of P Uday Bhasfca r, Director of the Company,

33. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

34. CLO''CJO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.

35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

36. SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards SS1 and SS2 issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

37. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1 Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8( 13) of the Companies (Share Capital and Debenture) Rules, 2014,

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee’s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.

6 Buy back shares: The company did not buy-back any shares during the period under review.

7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The company did not allot any shares on preferential basis during the period under review.

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs. 1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

39. DISCLOSURE UNDER THE ANTI-SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of coin plaints received : Nil No. of complaints disposed off : Nil

40. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board Mudunuru Limited

Sd/- Sd!-

P, Uday Bhaskar T.Kiran

Place- Visakhapatnam Whole Time Director Whole Time Director

Date:’13.08.2016 (DIN: 2773570) (DIN: 00472025)

---

Mar 31, 2015

Dear Members,

We have pleasure in presenting the Twenty First Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: [INSERT AS PER INFORMATION FROM THE COMPANY]:

(Rs. In Lakhs)

Standalone

Particulars 2014-2015 2013-2014

Gross Income 858.97 799.59

Profit Before Interest and 162.74 84.15

Depreciation

Finance Charges - -

Gross Profit 161.98 84.15

Provision for Depreciation 71.56 39.23

Net Profit Before Tax 91.18 44.91

Provision for Tax 8.81 -1.95

Net Profit After Tax 82.37 46.87

Minority Interest - -

Balance of Profit brought forward 65.52 18.64

Balance available for appropriation 147.89 65.52

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 147.89 65.52

Particulars Consolidated

2014-2015

Gross Income 858.97

Profit Before Interest and 159.77

Depreciation

Finance Charges -

Gross Profit 159.01

Provision for Depreciation 104.33

Net Profit Before Tax 55.44

Provision for Tax -3.52

Net Profit After Tax 58.96

Minority Interest -11.64

Balance of Profit brought forward 65.52

Balance available for appropriation 136.13

Proposed Dividend on Equity Shares -

Tax on proposed Dividend -

Transfer to General Reserve -

Surplus carried to Balance Sheet -

During the year under review, the Company has recorded an income of Rs. 858.97 Lakhs and the Profit of Rs. 82.37 as against the income of Rs. 799.59 Lakhs and reported profit of Rs. 46.87 Lakhs in the previous financial year ending31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2014-2015, the company has diversified into agriculture and related activities.

4. DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend of the year.

5. BOARD MEETINGS:

The Board of Directors met 5 times during the year on 27.05.2014, 13.08.2014, 14.11.2014, 14.02.2015 and 30.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. P. Uday Bhaskar and Mr. T. Kiran were appointed as Additional Directors and as Whole Time Directors w.e.f. 08.08.2015 to hold office upto the date of ensuing Annual General Meeting. Now the Board proposes to appointthem as Directors of the Company & executive Directors.

Further Mr. R. C. Rahul and Mr. R. C. Ratul were appointed as Additional Directors in the Board Meeting held on

13.05.2015 under the category of Independent Directors. The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Directors which is consistent with the Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional directors in the Non-Executive independent category, on the Board of the Company. Brief profiles of proposed Directors, including nature of their expertise, are provided in this Annual Report.

Mrs. P. Pushpalatha, Ms. B. Renuka and Mr. S.K. Chaitanya Varma Directors of the company resigned due to their pre-occupations w.e.f. 08.08.2015. The Board placed on record its sincere appreciation for the valuable services rendered bythem during their tenure as Directors of the Company.

Mr. JNS Sanyasi Raju was appointed as CFO of the Company during the year.

Details of re-appointment /appointment of the director:

Name of the Director Mr. Uday Mr. T. Kiran Bhaskar

Date of Birth 25/07/1976 03/04/1977

Date of Appointment 08/08/2015 08.08.2015

Qualifications Post Graduate Post Graduate

No. of Shares held in the 5,22,700 49,246 Company

Directorships held in other Zoraly Nil companies (excluding private Solutions limited and foreign companies) Private Mobiprise Systems Limited

Positions held in mandatory Nil Nil

Name of the Director Mr. R.C. Mr. R.C. Rahul Rahul

Date of Birth 08/02/1986 11/03/1991

Date of Appointment 13.05.2015 13.05.2015

Qualifications Post Graduate Post Graduate

No. of Shares held in the 2,715 Nil Company

Directorships held in other ENSA ENSA companies (excluding private Environics Environics limited and foreign companies) Private Private Limited Limited

Positions held in mandatory Nil Nil committees of other companies

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3The proposed appointee shall also fulfil the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified underthe companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success ofthe company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 ofthe Equity Listing Agreement.

An independent director in relation to a company, means a director other than a managing director or a whole- time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. who is or was not a promoters of the company or its holding, subsidiary or associate company;

c. Who is not related to promoters or directors of the company its holding, subsidiary or associate company

d. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

e. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

f. Who, neither himself nor any of his relative-

i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of suchfirm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters, directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lesser or lessee of the company.

g. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

h. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

I. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committeeshalltakeintoaccountthenatureof,andthetimeinvolved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as maybe prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Directorand key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mrs. S. Latha, Mr. R.C. Rahul and Mr. R. C. Ratul Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Format Annexure II)

8. COMPOSITION OFAUDIT COMMITTEE

I) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 27.05.2014, 13.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of meetings held

Mr. R. C. Rahul Chairman NED (I) 0

Mr. R.C. Ratul Member NED (I) 0

Mrs. S. Latha Member NED (I) 4

Mr. S. K. Chaitanya Varma* Chairman* NED (I) 4

Mrs. P. Pushpalatha * Member* NED(P) 4

Name No. of meetings attended

Mr. R. C. Rahul 0

Mr. R.C. Ratul 0

Mrs. S. Latha 4

Mr. S. K. Chaitanya Varma* 4

Mrs. P. Pushpalatha * 4

*Resigned as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter

NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category No. of meetings held

Mr. R. C. Rahul Chairman NED (I) 0

Mr. R.C. Ratul Member NED (I) 0

Mrs. S. Latha Member NED (I) 1

Mr. S. K. Chaitanya Varma* Chairman* NED (I) 1

Mrs. P. Pushpalatha* Member* NED(P) 1

Name No. of meetings attended

Mr. R. C. Rahul 0

Mr. R.C. Ratul 0

Mrs. S. Latha 1

Mr. S. K. Chaitanya Varma* 1

Mrs. P. Pushpalatha* 1

*Resigned as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/WholeTime Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration has been paid to any of the Directors of the Company.

The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2014-2015 are given below:

Name of the Director Designation Salary/per annum (Rs in Lakhs)

B. Renuka Director 0

P. Uday Bhaskar Director 10.75

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mrs. S. Latha Chairman NED (I)

Mr. R. C. Rahul Member NED (I)

Mr. R.C. Ratul Member NED(I)

Mrs. P. Pushpalatha* Chairman* NED (P)

Mr. S. K. Chaitanya Varma* Member* NED (I)

*Resigned as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter

B. Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend and other allied complaintsetc.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

RISK MANAGEMENT COMMITTEE:

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. R.C. Ratul Chairman NED (I)

Mr. P. Uday Bhaskar* Member ED (P)

Mr. T. Kiran* Member ED(PR)

Mr. S. K. Chaitanya Varma* Chairman* NED (I)

Mrs. P. Pushpalatha * Member* NED (P)

*Resigned as on 08.08.2015 #Appointed as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter ED(P): Executive Director/ Professional (PR)

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimization.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134(5) oftheCompaniesAct, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/JOINT VENTURES:

M/s. Mobiprise Systems Limited and Mudunuru DREAMS Private Limited are the subsidiaries of the company. (FORMAT IN ANNEXURE III)

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMATIN ANNEXUREI)

14. AUDITORS:

M/s. Chanamolu & Co., Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Chanamolu & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

15. INTERNAL AUDIT:

M/S. Penmetsa & Associates, Chartered Accountants, Visakhapatnam are the internal Auditors of the Company.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. Vivek Surana & Associates, Practising Company Secretaries is annexed to this Report as annexure.

17. AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted thatthe same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted is at the same does not have any reservation, qualifications or adverse remarks.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec. 134 (3)(m) of the Companies Act, 2013 is provided hereunder:

A. Conservation of Energy

Your company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technologyabsorption,adoptionandinnovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs.530.73 Lakhs

Foreign Exchange Outgo : Nil

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans.

24. CREDIT & GUARANTEE FACILITIES:

The Company has been not availing any facilities of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The risk Management Committee constitutes for the purpose will ensure all required measures shall be in place for better compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and accordingly the Company need not adopt any Corporate Social Responsibility Policy.

27. RELATED PARTY TRANSACTIONS:

During the year the company has not entered any Contracts or Arrangements with Related parties referred to in Section 188(1).

28. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 30.03.2015 without attendance of non- independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance atthe Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, remuneration of Rs. 10,75,000/- has been paid to Mr. Uday Bhaskar, Director of the Company.

31. LISTINGWITH STOCK EXCHANGES:

The Company is listed with Ahmedabad Stock Exchange Limited, Calcutta Stock exchange Limited and BSE Ltd.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BYTHE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, ASE, CSE, NSDL, CDSLetc. for their continued support for the growth of the Company.

For and on behalf of the Board Green Field Agri Ventures Limited

Sd/- Sd/- T.Kiran P. Uday Bhaskar Place: Visakhapatnam Whole Time Director Whole Time Director Date: 17.08.2015 (DIN:00472025) (DIN: 02773570)

---

Mar 31, 2014

Dear members,

We have pleasure in presenting the 20th Annual Report with Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs) Particulars 2013-2014 2012-2013

Income from Operations 799.59 586.55

Profit before depreciation and Tax 84.15 18.43

Depreciation 39.23 2.36

Profit before Tax 44.92 16.07

Provision for Tax (1.95) 4.50

Profit after Tax 46.87 11.57

PERFORMANCE REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 799.59 Lakhs and the profit of Rs. 46.87 Lakhs against the turnover of Rs. 586.55 Lakhs and profit of Rs. 11.57 Lakhs in the previous financial year ending 31.03.2013.

DIVIDEND:

Your directors express inability to declare dividend for this financial year. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited, Ahmedabad Stock Exchange Limited and the scrip is traded on BSE Limited (Indonext Model).

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s assets have been adequately insured against major risks.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. P. Uday Bhaskar retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

During the year Mr. B. Venkata Surya Krishna Raju, Director of the company resigned from the Board with effect from 12.11.2013. Mr. Ashok Kumar Shukla, resigned from the post of Company Secretary with effect from 12.08.2013. The Board places on record its deep appreciation and gratitude for the valuable services rendered by them during their tenure.

Mr. Kush Mohammad is appointed as Company Secretary of the Company w.e.f. 18.07.2014.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. S K Chaitanya Varma and Mrs. S. Latha as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. S K Chaitanya Varma and Mrs. S. Latha are mentioned in the Notice of 20th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors had 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Chanamolu & Co. as auditor of the company to hold office until the conclusion of next Annual general Meeting.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board Green Field Agri Ventures Limited

Place: Hyderabad Sd/- Date: P Uday Bhaskar Director

---

Mar 31, 2013

To , The Members

The have pleasure in presenting the 19th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs in Lakhs) Particulars 2012-2013 2011-12

Income 586.55 784.85

Expenditure 570.48 776.33

Profit before Tax 16.0 8.52

Provision for Taxation 4.50 2.88

Net Profit after Tax 11.57 5.64



PERFORMANCE REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 586.55 Lakhs and the profit of Rs. 11.57 Lakhs in the current year against the turnover of Rs. 784.85 Lakhs and profit of Rs. 5.64 Lakhs in the previous financial year ending 31.03.2012.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Keeping the Company’s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange, The Ahmedabad Stock Exchange and the scrip is traded on Bombay Stock Exchange Limited (Indonext Model).

CHANGE OF OBJECTS :

During the year the company amended the main Objects into solar, infrastructure, educational institutions and Agriculture thereby enabling the company to carry on the business under new objects in addition to existing business i.e. Software pursuant to members approval obtained through postal ballot on 26.03.2013.

Further the Company also amended other objects of the memorandum of association by adding the new clauses 54 to 57 namely Pharmaceuticals, Core Investment company, portfolio management and franchisee business of any product immediately after the existing other objects pursuant to members approval obtained through postal ballot on 26.03.2013.

ALLOTMENT OF SHARES:

On 13.05.2013, the company has allotted 2,20,000 equity shares to the promoters on preferential basis, in accordance with the preferential issue guidelines given in chapter VII of SEBI (ICDR) Regulations 2009 and subsequent amendments thereto. With this, the paid up capital of the Company stands at Rs. 47,855,000 divided in to 47,85,500 equity shares of Rs 10/- each. REGISTERED OFFICE:

The registered office of the company was shifted to D. No. 50-118-4/5, Thyagaraja Bhavan, HIG-35, Seethammadhara (NE), Visakhapaatnam, Andhra Pradesh-500013. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company’s assets have been adequately insured against major risks.

DIRECTORS:

During the year the Directors namely, Mr. M. Ramachandra Reddy, Mr. A. Ramesh Babu, Mr. K. Krishna Reddy, Mr. G. Rajesh, Mr. G.V. Satyanarayana resigned from the Board with effect from 12.04.2013.

The Board wishes to place on record its deep appreciation and gratitude for the valuable services rendered by them during their tenure.

During the year, Mr. P. Uday Bhaskar, Mrs. P. Pushpalatha, Mr. S. Krishna Chaitanya Varma, Mrs. B. Renuka, Mrs. S. Latha, Mr. B. Venkata Surya Krishna Raju were appointed as Additional Directors to hold office up to the date of ensuing annual general meeting. In view of versatile experiences held by them, your directors recommend their appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT: In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors had 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE :

Your company has obtained a Secretarial Compliance Certificate under proviso to subsection (1) of the Section 383A of Companies Act, 1956 from Practicising Company Secretary, Hyderabad as same is enclosed to this report as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Chanamolu & Co. as statutory auditor of the company to hold office until the conclusion of next Annual general Meeting.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, P Uday Bhaskar, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

Green Field Agri Ventures Limited

Sd/-

Place: Visakhapatnam P. Uday Bhaskar

Date: 12.08.2013 Director

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Mar 31, 2011

To, The Members of Oripro Limited

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of your company and the Audited Financial Results for the year ended on 31 st March 2011.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2010-11:

(Rs.) (Rs.)

Particulars 31.03.2011 31.03.2010

7,64,28,090 7,52,82,340 Total income

b) 7,55,94,863 7,45,17,484 Total Expenditure

c) Net Profit before Tax 8,33,226 7,64,856 (a - b)

d) 2,54,900 2,36,341 Provision for Taxation

e) Net Profit after Tax 5,78,326 5,28,516 (c - d)

OPERATIONS :

The Company has recorded a turnover of Rs764.28 lacs in the current year against the turnover of Rs.752.82 lacs in the previous financial year ending 31.03.2010. The Company has earned net profit of Rs. 578326 lacs against the profit of Rs. 528516 lacs in the previous year.

DIVIDEND:

Your Directors do not recommend any Dividend for the Financial Year 2010-11.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors 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 or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

FORFEITURE OF SHARES:

The Company forfeited 35,29,000 Equity Shares in the Board meeting held on 16.06.2011 for nonpayment of allotment money. As a result of aforesaid forfeiture the paid up capital of the Company stands at Rs. 4,56,55,000 divided into 45,65,500 equity shares of Rs. 10/- each.

AUDITORS:

M/s. M.M. Reddy & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible have opted for reappointment.

CODE OF CONDUCT

The code has been circulated to all the members of the Board and senior management and the compliance of the same has been affirmed by them. A declaration signed by the Managing director is given elsewhere in the annual report.

PARTICULARS OF EMPLOYEES:

There are no employees, whose particulars are required to be furnished under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the current year, your Directors continued adopting the code of Corporate Governance. A separate report on the Corporate Governance and Management Discussion and Analysis is attached as part of the Annual Report. An Auditors' Certificate regarding compliance of conditions of Corporate Governance is also annexed.

DIRECTORS:

During the year Mr. K. Krishna Reddy, was appointed as additional director on the Board w.e.f 31.01.2011 and Mr. P. Uday Bhaskar resigned from the Board w.e.f.31.01.2011

The Board placed on records its sincere appreciation for the valuable services rendered by Mr. P.Uday Bhaskar during his tenure as director of the Company.

LISTING:

The Company's Equity shares are listed on Calcutta Stock Exchange and Ahmedabad Stock Exchange.

CHANGE OF REGISTRAR & SHARE TRANSFER AGENT:

During the year the Company has appointed M/s Aarthi Consultants Private Limited, Hyderabad as Registrar & Share Transfer Agent in place of M/s Intime Spectrum Registry Private Limited, Mumbai.

ACKNOWLEDGEMENT:

Directors wish to place on record their deep appreciation of the services rendered by the staff for the smooth functioning during the year. They also express their thankfulness to both Central and State Government authorities for their cooperation, bankers to the Company, and all of its employees.

For and on behalf of the Board of

M/s. Oripro Limited

Sd/-

M .Ramachandara Reddy

Place : Hyderabad

Managing Director

Date : 16.06.2011

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Mar 31, 2010

To The Members of Oripro Limited

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of your company and the Audited Financial Results for the year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2009-10:

The Operating results for the year are as follows:

FINANCIAL RESULTS: 31.03.2010 31.03.2009 (Rs.) (Rs.)

a)Total income 75,282,340 51,479,735

b)Total Expenditure 74,517484 51,097,127

c)Net Profit before Tax (a-b) 764,856 382,608

d)Provision for Taxation 236,341 -729*

e) Net Profit after Tax (c - d) 528,515 383,337

* Provision for Taxation - Deferred tax

OPERATIONS:

The Company has recorded a turnover of Rs. 752.82 lacs in the current year against the turnover of Rs.514.79 lacs in the previous financial year ending 31.03.10. The Company has earned net profit of Rs.5.28 lacs against the profit of Rs.38.33 lacs in the previous year.

The Company has been continuously working on quality up gradation and cost reduction plans.

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS:

The company shall focus on the overseas software markets and onsite consultancy services, which are becoming more feasible due to more acceptability for India as preferred destination. The company would seek to focus on managing costs, optimize its services, concentrate on medium sized- clients & pursue new opportunities for growth. The company may also focus on new emerging business opportunities, which will be informed appropriately.

UPDATING COMPLIANCES WITH STOCK EXCHANGES WITH RESPECT TO LISTING AGREEMENT, SEBI TAKEOVER CODE ETC;

The Company has updated all the compliances with Calcutta Stock Exchange and Ahmedabad Stock Exchanges with respect to listing agreement, SEBI Takeover Code etc.

DIVIDEND:

Your Directors do not recommend any Dividend for the current Financial Year 2009-10.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors 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 or loss of the Company for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

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

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

DIRECTORS:

During the year Mr. Jaganmohan Reddy, Mr. P.Uday Bhaskar, Mr. M. Ramchandra Reddy, Mr. A. Ramesh Babu and Mr. D. Srinivasa Reddy, were appointed as additional director on the board w.e.f.06.03.2010, 31.07.2010, 06.03.2010, 31.07.2010, 31.08.2010 respectively. Mr. T. Anil Kumar, Mr.V. Lakshamana Rao, Mr. M.S. Prasad and Mrs. Moturi Sunitha were resigned from the Board w.e.f.29.04.2010, 31.07.2010 respectively. Mrs. Subhashini was appointed as an additional director on the board on 14.08.2010 and resigned on 31.08.2011 from the board due to her preoccupation. The Board placed on records its sincere appreciation for the valuable services rendered by Mr.TAnul Kumar, V.Lakshamana Rao, Mrs Moturi Sumitha ,and Mrs. Subhashini. Director during their tenure.

PARTICULARS OF EMPLOYEES:

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

During the year M/s. M.M. Reddy & Co., Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the company in the extra ordinary general meeting held on 30.10.2009 in the place of existing auditors i.e., M/s JBRK & Co.,. M/s. JBRK & Co., who resigned due to their preoccupation. The Board placed on records its sincere appreciation for the valuable services rendered by M/s. JBRK & Co.,.

M/s. M.M. Reddy & Co., Chartered Accountants the Company's Auditors retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. Your Directors recommend their appointment.

Code of Conduct

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the current year, your Directors continued adopting the code of Corporate Governance. A separate report on the Corporate Governance and Management Discussion and Analysis is attached as part of the Annual Report. An Auditors' Certificate regarding compliance of conditions of Corporate Governance is also annexed.

LISTING:

The Company's Equity shares of the company are present listed in Calcutta Stock Exchange Ltd and Ahmedabad Stock Exchange Ltd.,

ACKNOWLEDGEMENT:

Directors wish to place on record their deep appreciation of the services rendered by the staff for the smooth functioning during the year. They also express their thankfulness to both Central and State Government authorities for their cooperation, bankers to the Company, and all of its employees.

CHANGE IN REGISTERED OFFICE:

During the financial year the Company's registered office was shifted from 401, Shalimar Apts, Madhuranagar, Hyderabad to Plot No. 110, Road No.10, Jubilee Hills, Hyderabad - 500033. w.e.f. 06.10.2009.

On 6th March 2010, the Company's registered office was again shifted from Plot No. 110, Road No.10, Jubilee Hills, Hyderabad - 500033 to G-8, Amrutha Ville, Opp. Yashoda Hospital, Rajbhavan Road, Somajiguda, Hyderabad-500082.

For and on behalf of the Board of

M/s. ORIPRO LIMITED

Sd/- M.Ramachandra Reddy

Place : Hyderabad Director

Date : 01.09.2010

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Mar 31, 2009

To,The Members of ORIPRO LIMITED

The Director's present the 15th Annual Report along with Audited statement of Accounts for the year ended on 31st March, 2009.

FINANCIAL RESULTS:

The following figures represent the results for the year:-

(Amount in Rs.)

2008-09 2007-08

Profit/Loss before Tax (47428) (58781)

Provision for Tax -- --

Profit After Tax (47428) (58781)

OPERATIONS :

The company shall focus on the overseas software markets and BPO operations, which are becoming more feasible due to more acceptability for India as preferred destination. The company would seek to focus on managing costs, optimize its services, concentrate on medium sized- clients & pursue new opportunities for growth. The company may also focus on new emerging business opportunities, which will be informed appropriately.

DIVIDEND:

In the absence of adequate profit your Directors do not recommend any Dividend for the current Financial Year- 2008-09.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS:

Mr. M. Srinivasa Prasad, Managing Director retires by rotation and being eligible, offers himself for re-appointment. Your Board recommends the re-appointment of the Director above.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

(a) That in preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material department.

(b) That the Directors had 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 affairs of the company at the end of the financial year ended on 31st March 2009 and of the profit of the company for that year.

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2009 in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for prevention and detection of fraud and other irregularities.

(d) that the Directors had prepared the Annual Accounts on an ongoing basis.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARING AND OUTGO.

Particulars as required under the companies (Directors of Particulars in respect of Board of Directors Rules, 1988) are not applicable to the company.

PARTICULARS OF EMPLOYEES:

As the Company is not having any employee during the year under review, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

AUDITORS:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, the Company's Auditors retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. Your Directors recommend their appointment.

REPORT ON CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate

Governance, along with a certificate of compliance from the Auditors, is attached elsewhere in the annual report.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, M. Srinivas Prasad, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of

Oripro Limited

Sd/-

Place: Hyderabad M. Srinivas Prasad

Date: 01.09.2009 Managing Director