Power Mech Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have great pleasure in presenting the report on the Business and Operations of your Company ("the Company” or
"PMPL”), along with the audited financial statements, for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

(H in Crores)

Particulars	Stand	alone	Conso	lidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	4,435	4,059	5,234	4,206
Other income	66	28	45	28
Total Income	4,501	4,087	5,279	4,234
Total Expenditure	3,948	3,585	4,630	3,710
Profit before interest, depreciation and tax	553	502	649	524
Less: Depreciation	48	41	56	44
Less: Interest and Finance Charges	86	91	99	94
Share of Profit from JV and Associates	-	-	(3)	(4)
Profit before tax	419	370	491	382
Provision for taxes (including DTL)	118	129	143	134
Profit after tax	301	241	348	248
Profit attributable to equity holders of the parent before OCI	301	241	326	248
Other Comprehensive Income	1	(2)	(2)	(26)
Total Comprehensive Income	302	239	346	222
Profits attributable to equity holders of parent after OCI	302	239	325	221
Dividend for the year	3.16	2.98	3.16	2.98
Reserves (Excluding Revaluation Reserve)	2,074	1,791	2,128	1,822
EPS (H) on face value of H10/- each	95	79	103	81
Book Value (H) on face value of H10/- each share	666	572	683	581

REVIEW OF OPERATIONS:

Your Company has achieved operational turnover of H4,435
Cr and Profit of H301 Cr during the FY 2024-25 as against
previous year operational turnover of H4059 Cr and Profit of
H241 Cr respectively.

Further, your Company has achieved consolidated Revenue
from Operations of H5,234 Cr and profit of H348 Cr for the
FY 2024-25 as against previous year operational turnover of
H4,206 Cr and profit of H248 Cr respectively.

DIVIDEND

The Board of Directors of your Company in its meeting held
on May 22, 2025, recommended a dividend @ 12.5% (H1.25per
equity share of H10/- each) for the financial year 2024-25 after
having considered ongoing and imminent commitments,
subject to shareholders'' approval at the ensuing annual
general meeting (AGM) and shall be subject to deduction of
income tax at source.

Dividend Distribution Policy

Pursuant to Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations”), as amended, the Dividend Distribution Policy

duly approved by the Board is available on the website of the
Company and can be accessed at https://powermechprojects.
com/codes-policies/

BONUS SHARES

Pursuant to the recommendation of the Board and subsequent
approval of the shareholders, the Company issed bonus
shares to the existing shareholders as on October 8, 2024,
("record date”) by capitalizing the reserves, in a 1:1 ratio and
the allotment of bonus shares was taken place on October 9,
2024. Thereafter, the both the Stock Exchanges granted the
"Trading Approval” for the above said bonus shares effective
from October 17, 2024.

SHARE CAPITAL
Authorised Capital:

Pursuant to the approval of the Sahreholders on September
27, 2024 the Authorised Capital of the Company has been
increased to H35,00,00,000.

Paid-up Capital:

Subsequent to the allotment of equity shares pursuant to
bonus issue in the ratio 1:1, the paid-up equity share capital of

the Company stood at H31,61,62,920 comprising of 3,16,16,292
equity shares of H10/- each w.e.f October 9, 2024,

RESERVES

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

FIXED DEPOSITS

The Company has not accepted any deposits from Public
and as such, no amount on account of principal or interest

on deposits from public was outstanding as on the date
of balance sheet.

LISTING OF EQUITY SHARES

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

The Company has paid Listing Fees for the Financial Year
2025-26, to each of the Stock Exchanges, where its equity
shares are listed.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has following subsidiaries, associate Companies and joint ventures both in India and overseas within the meaning of
Section 2(6) of the Companies Act, 2013 ("Act”). There has been no material change in the nature of the business of the subsidiaries:

Subsidiary Company
Hydro Magus Private Limited	Deoghar Ring Road Project Private Limited (D.O.I: 02-05-2025)
Power Mech Industri Private Limited	Surytna Projects Private Limited (D.O.I: 16-07-2025)
Power Mech BSCPL Consortium Private Limited	Kailash River Bed Minerals LLP
Power Mech SSA Structures Private Limited	Vindyavasini Mining Works LLP
Aashm Avenues Private Limited	Vanshika Mining Works LLP
KBP Mining Private Limited	Velocity Mining Works LLP
Energy Advisory and Consulting Services Private Limited	Power Mech Projects (BR) FZE, Nigeria
Kalyaneswari Tasra Mining Private Limited	Power Mech Projects Limited LLC, Oman
PMTS Private Limited	Power Mech Arabia Contracting Company, Saudi Arabia
Power Mech Environmental Protection Private Limited	PMTS Technology LLC, Dubai
PM Green Private Limited (D.O.I: 09-04-2025)	PMTS Inc., USA (D.O.I: 24-06-2025)
Joint Ventures	Associate Companies
GTA Power Mech Nigeria Limited	MAS Power Mech Arabia, Soudi Arabia
GTA Power Mech DMCC, Dubai	Power Mech LLC, Qatar

Consolidated financial statements have been prepared by the
Company in accordance with the requirements of Ind AS 110
issued by Institute of Chartered Accountants of India (ICAI) and
as per the provisions of the Act.

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

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

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

Subsidiaries:

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

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

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

Energy Advisory and Consulting Services Private Limited: One
of the wholly-owned subsidiaries of PMPL, incorporated to
provide specialized consulting and advisory services in the
energy sector. The company caters to energy generation
companies, power plants, and transmission utilities. Its expertise
covers project development, performance improvement, and
regulatory compliance.

Power Mech Environmental Protection Private Limited: One
of the wholly-owned subsidiaries of PMPL, incorporated to
carry on the business providing engineering, technical and
consultancy services to power plants and other industrial
plants in the areas of environmental management and
effluent treatment.

PMTS Private Limited: One of the wholly-owned subsidiaries
of PMPL, incorporated with the objective of exploring,
developing, and implementing ERP software solutions etc.
It focuses on creating customized enterprise applications
to streamline operations and improve efficiency. It provides
end-to-end solutions covering design, development,
deployment, and support.

PM Green Private Limited: One of the wholly-owned
subsidiaries of PMPL, incorporated in India to explore and
develop opportunities in the renewable energy sector. The
company focuses on solar power projects along with other
emerging clean energy solutions. Its activities include project
identification, development, and implementation across
various renewable platforms. By promoting renewable energy
adoption, it contributes to reducing carbon emissions. The
company aims to play a vital role in India''s transition towards
green and sustainable power.

Deoghar Ring Road Project Private Limited: One of the
wholly-owned subsidiaries of PMPL, incorporated in India
for executing the project "Construction of 4 lane Bypass to
NH-114A Connecting NH-333 and NH-133 (Deoghar Bypass)
from design km 0.00 to design Km 49.00 (Total Length - 49.00
km) in the state of Jharkhand on Hybrid Annuity mode

Power Mech Projects LLC: One of the wholly-owned
subsidiaries of PMPL, incorporated in Oman to tap the local
market for erection, testing and Commissioning, overhauling
and operation & maintenance of the power plants and in
Oman and neighbouring countries.

Power Mech Projects BR FZE: One of the wholly-owned
subsidiaries of PMPL, incorporated in the Free Zone of Nigeria to
undertake specialized services in the power and infrastructure
sectors. It focuses on erection, testing, and commissioning of
power plants and industrial projects. Its scope of work extends
to mechanical, electrical, and instrumentation packages.
The entity plays a strategic role in expanding Power Mech''s
global footprint. Through its operations, it contributes to
strengthening the company''s presence in the African market.

Hydro Magus Private Limited: One of the subsidiaries of
PMPL established with a vision to make positive contribution
in surging Hydro Power sector in India and neighboring
countries. The Company has executed successfully some of

the critical hydro projects and is fully geared and aggressively
planning for undertaking comprehensive projects.

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

KBP Mining Private Limited: One of the subsidiaries of PMPL,
incorporated in exploring, design & engineering, developing,
operating and working on mines.

Kalyaneswari Tasra Mining Private Limited: One of the
subsidiaries of PMPL, incorporated in exploring, design &
engineering, developing, operating and working at Tasra Open
cast mine located in the sate of Jharkhand.

Surytna Projects Private Limited: One of the subsidiaries of
PMPL, incorporated in India for execution of orders received
from Bihar State Power Generation Company Limited
(BSPGCL), for setting up of Grid Connected Distributed
Solar Power Plants for Solarization of Agricultural/ Mixed
feeders (with agricultural load) in Power Sub-Stations through
Procurement of Power by Bihar DISCOMs (NBPDCL/SBPDCL)
at various locations in the State of Bihar through RESCO Mode
for Implementation of PM-KUSUM Component C2 Scheme
(Feeder Level Solarization). These projects are to be developed
at various power sub-stations in the state of Bihar with a
cumulative capacity of 13.66 MW (AC).

Power Mech Arabia Contracting Company: One of the
subsidiaries of PMPL incorporated in the Kingdom of Saudi
Arabia to execute projects and contracts within the region.
It undertakes engineering, construction, and maintenance
works across power, oil & gas, and industrial sectors. It
focuses on delivering high-quality, timely, and cost-effective
project solutions.

PMTS Technology LLC, Dubai: A step down subsidiary
company of PMPT and one of the wholly-owned subsidiaries
of PMTS Private Limited, incorporated in Dubai, primarily to
engage in the business of software development and other
ancillary activities, as may be permitted under applicable laws.

PMTS Inc, USA: A step down subsidiary company of PMPT and
one of the wholly-owned subsidiaries of PMTS Private Limited,
incorporated in Colorado state of USA, primarily to engage
in the business of software development and other ancillary
activities, as may be permitted under applicable laws.

Kailash River Bed Minerals LLP: A limited liability partnership
incorporated to undertake and execute contracts awarded by
the Uttarakhand Minerals and Mines Development Authority.
The entity is engaged in mineral extraction, handling,
and supply operations in compliance with statutory and
environmental regulations.

Vidyavasini Mining Works LLP, Velocity Mining Works LLP and
Vanshika Mining Works LLP are incorporated to undertake and
execute sand mining projects in the state of Madhya Pradesh.
These entities have been established to manage extraction,

handling, and supply of sand in accordance with regulatory
guidelines. They emphasize systematic mining operations with
a focus on safety, efficiency, and environmental compliance.

Joint Ventures:

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

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

In addition to the above mentioned registered Joint Ventures,
there are various unregistered joint ventures formed with the
primary purpose of executing various projects. These joint
ventures, though not registered as separate legal entities, were
set up to pool resources and expertise to effectively carry out
specific works. The details of their financial impact have been
disclosed in AOC-1 as per regulatory requirements, ensuring
transparency and compliance.

Associates

Mas Power Mech Arabia: An associate Company of Power
Mech, established in Saudi Arabia to cater the needs in the
Saudi Arabia and surrounding regions for providing services in
ETC, Civil and O&M.

The Company is equipped to provide services in all the
verticals keeping high standards in quality, safety and timeline.
The Company draws technical guidance and support from the
parent company and it will be an extended arm of Power Mech
in providing its skills and expertise in this part of the world.

Power Mech LLC, Qatar: An associate company of Power
Mech, established in Qatar to cater the needs in the
Qatar and surrounding regions for providing services in
ETC, Civil and O&M.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

During the year, the Board of Directors reviewed the affairs of
its subsidiaries. Your Company has prepared its consolidated
financial statements in accordance with the requirements of
IND AS-27 issued by the Institute of Chartered Accountants
of India (ICAI) and as per the provisions of Section 129(3)
of the Companies Act, 2013. The Consolidated Financial
Statements together with the Auditors'' Report form part of
this Annual Report.

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31, 2025, is made available
on the Company''s website at https://powermechproiects.
com/annual-returns/

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business and Responsibility Sustainability Report (BRSR) as
stipulated under Regulation 34(2)(f) of the Listing Regulations
is applicable to your Company for FY 2024-25 and the same
is provided as separate section to this Annual Report which
indicates the Company''s performance against the principles of
the ''National Guidelines on Responsible Business Conduct''. This
would enable the members to have an insight into environmental,
social and governance initiatives of the Company.

CORPORATE GOVERNANCE

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

OUTLOOK AND FUTURE PLANS

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

DIRECTORS

As on the date of signing this retport, the Board of directors
of the Company has an optimum combination of Executive

(2), Non-Executive Director (2) and Independent Directors (4)
including one woman Independent Director.

Non-executive and Independent Directors

As prescribed under Listing Regulations and pursuant to
Section 149(6) of the Act, the Non-Executive and Independent
Directors of the Company are Mr. Vivek Paranjpe, Mr.
Jayaram Prasad Chalasani, Mrs. Lasya Yarramneni and Mr.
Bontha Prasada Rao

Executive Directors

Mr. Sajja Kishore Babu, Chairman and Managing Director and
Mr. Sajja Rohit, Whole-time Director

The Company is incompliance with all the applicable provisions
of the Act and the Listing Regulations from time to time for the
appointment of Directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP):

During the year under review,

a) Mr. Mohith Kumar Khandelwal has been resigned from
the post of Company Secretary of the Company with
effect from July 15, 2024 (after business hours).

b) Mr. Movva Raghavendra Prasad has been appointed as
Company Secretary of the Company with effect from
November 11, 2024.

c) Mr. Bontha Prasada Rao has been appointed as the Non¬
executive and Independent Director of the Company, for
a period of 3 years, with effect from August 8, 2025.

d) Mr. Sajja Rohit, president of the Company, has been
appointed as Whole-time Director of the Company
effective for a period of 5 years effective from
August 8, 2025.

e) Mr. Sajja Kishore Babu, Chairman and Manging Director
of the Company, has been re-appointed as such for a
further period of five years effective from April 1, 2026.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of the Act, Mrs. Sajja Lakshmi retires
at the AGM and being eligible, offers herself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been
made that are reasonable and prudent to give a true and
fair view of the Company''s state of affairs as on March
31, 2025, and of the Company''s profit or loss for the year
ended on that date;

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

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

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

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

DECLARATIONS OF INDEPENDENT DIRECTORS

All independent directors of the Company have given
declaration that they meet the criteria of independence as
provided in sub-section (6) of section149 of the Act. The
Company also received a declaration of compliance of sub¬
rule (1) and sub-rule (2) of the Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

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

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

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

POLICY FOR SELECTION OF DIRECTORS AND
DETERMINING DIRECTORS'' INDEPENDENCE

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

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

NUMBER OF MEETINGS OF THE BOARD

During the financial year, five (5) meetings of the Board of
directors were held on May 20, 2024; August 12, 2024; August
22, 2024; November 11, 2024; and February 10, 2025, in
compliance with provisions of the Act read with rules made
thereunder, Secretarial Standards and the Listing Regulations.

MADATORY COMMITTEES OF THE BOARD

The details of the madatory committees (as per the Act and the
Listing Regulations) of the Board are as given below and the
compositions of the committees are in line with the applicable
provisions of the Act, Rules and Regulations

Name of the Committee	Composition of the Committee |	Remarks
Audit Committee	Mr. Jayaram Prasad Chalasani, Chairman Mr. M Rajiv Kumar, Member Ms. Lasya Yerramneni, Member	The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 of the Act and regulation 18 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above. All recommendations made by the Audit committee during the year were accepted by the Board.
Nomination and	Mr. Vivek Paranjpe, Chairman	The Nomination and Remuneration committee of the
Remuneration Committee	Mr. Jayaram Prasad Chalasani, Member Ms. Lasya Yerramneni, Member	Board of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Corporate Social	Mrs. Sajja Lakshmi, Chairperson	The Corporate Social Responsibility committee of the
Responsibility Committee	Mr. Sajja Kishore Babu, Member Ms. Lasya Yerramneni, Member	Board of directors was constituted in conformity with the requirements of Section 135 of the Act. The Committee monitored the implementation of the CSR Policy from time to time.
Stakeholders''	Mr. M Rajiv Kumar, Chairman	The Stakeholders'' Relationship committee of the Board
Relationship Committee	Mr. Sajja Lakshmi, Member Ms. Lasya Yerramneni, Member	of directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Risk Management	Mr. Jayaram Prasad Chalasani, Chairman	The Risk Management committee of the Board of directors
Committee	(upto August 8, 2025) Mr. Bontha Prasada Rao, Chairman (w.e.f. August 8, 2025) Mr. M Rajiv Kumar, Member Mr. Sajja Kishore Babu, Member	was constituted in conformity with the requirements of Regulation 21 of the Listing Regulations with its role as stipulated in the Listing Regulations.

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The particulars of contracts or arrangements with related
parties referred to in sub-section (1) of Section188 in Form
AOC-2 pursuant to clause (h) of sub-section (3) of Section 134
of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014, are enclosed as Annexure-2 to this report.

The policy on materiality of related party transactions and also on
dealing with the related party transactions as approved by the Audit

committee and the Board of directors was placed on the website of
the Company at https://powermechproiects.com/codes-policies/

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans given, guarantees provided and investments
made, if any, during the Financial Year ended on March 31, 2024,
are enclosed as Annexure- 4 to this Report in compliance with
the provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of the Board and its Powers)
Rules, 2014. The particulars of aggregate loans, guarantees and
investments under Section 186 of the Act are disclosed in the notes
to Financial Statements, which may be read as part of this Report.

Further, the disclosure under Regulation 34(3) read With
Schedule V of the Listing Regulations is enclosed as Annexure- 5

RISK MANAGEMENT POLICY

The Board formulated and implemented Risk Management
Policy for the Company which identifies various elements of
risks which in its opinion may threaten the existence of the
Company and measures to contain and mitigate risks. The
Company has adequate internal control systems and procedures
to combat the risk. Further, the Company has adopted a Risk
Management Policy in accordance with the provisions of the
Act and Regulation 21 of the Listing Regulations and the same is
also made available on the Company website of the Company
at: https://powermechproiects.com/codes-policies/

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The annual report on CSR activities, in terms of Section 135
of the Act, and the details about the policy developed and
implemented by the company on CSR initiatives taken during
the year are enclosed as Annexure-6 to this report. A detailed
policy on CSR is placed on the Company''s website under the
web link: https://powermechproiects.com/codes-policies/

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations,
the Board has carried out annual performance evaluation
of its own, the individual directors as well as the mandatory
committees of the Board. A structured set of criteria was
adopted after taking into consideration the inputs received
from the directors, covering various aspects of the Board''s
functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance
of specific duties, obligations and governance. Evaluation of the
Board members is conducted on an annual basis by the Board,
Nomination and Remuneration committee and Independent
Directors with specific focus on the performance and effective
functioning of the Board and individual directors.

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

CRITERIA FOR PERFORMANCE EVALUATION

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

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

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

The details of training and familiarization program are
available on the website at https://powermechproiects.com/
codes-policies/

NAMES OF COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES:

As on date of signing this report, Power Mech Arabia
Contracting Company (D.O.I: 30-09-2024); PM Green Private
Limited (D.O.I: 09-04-2025); Deoghar Ring Road Project
Private Limited (D.O.I: 02-05-2025); PMTS Inc. (D.O.I: 24-06¬
2025); and Surytna Projects Private Limited (D.O.I: 16-07-2025)
became the subsidiaries of the Company and no subsidiary
Company ceased to be the subsidiary of the Company during
the same period.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations. The
Company maintains all its records in SAP system and the
workflow and approvals are routed through SAP.

The Internal Audit Department monitors and evaluates
the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and
its subsidiaries. Based on the report of internal audit function,
the Units undertake corrective action in their respective areas
and strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit
committee of the Board periodically.

VIGIL MECHANISM

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

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

FRAUD REPORTING

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

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

Your Company has zero tolerance towards sexual harassment
at the workplace has adopted a policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has taken
several initiatives across the organization to build awareness
amongst employees about the Policy and the provisions of
the Prevention of Sexual Harassment of Women at Workplace
Act. The details of sexual harassment complaints as per the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, and the
Rules thereunder are as follows:

No. of Complaints Received : Nil

No. of Complaints disposed off : NA

Further, during the year under review, the Company has
complied with the provisions related to the constitution of
Internal Complaints Committee under the Sexual Harassment

of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING

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

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

TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND

During the year under review, pursuant to the provisions of
Section 124 (5) of the Act (section 205A of the Companies Act
1956), an amount of H37,863/- relating to FY 2016-17, which
remained unclaimed for a period of 7 years was transferred to
the Investor Education and Protection Fund by the Company
in November, 2024.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND AUTHORITY

During the year under review, all shares in respect of which
dividend has not been paid or claimed for seven consecutive
years or more (relevant shares) up to and including the financial
year 2016-17 were transferred by the Company in the name of
IEPF from time to time and the statement containing such details
as prescribed is placed on the Company''s website at https://
powermechproiects.com/unpaid-unclaimed-dividend/

STATUTORY AUDITORS & AUDITOR''S REPORT

The Members of the Companyt at their meeting held on
September 27, 2024, approved the appointment of Brahmayya
& Co, Chartered Accountants (Firm Registration No. 000513S),
as Statutory Auditors of the Company to hold office for a
period of five years from the conclusion of 25^th AGM till the
conclusion of the 30^th AGM.

The Auditor''s Report on the financial statements of the
Company does not contain any qualifications, reservations, or
adverse remarks or disclaimer and the Notes on the financial
statements referred to therein are self-explanatory, thereby
not requiring any further comments on the same.

MAINTENANCE OF COST RECORDS

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

COST AUDIT

The Board of directors, based on the recommendations of
the audit committee, appointed M/s. M P R & Associates, Cost
Accountants, Hyderabad, as Cost Auditors for conducting
the audit of cost records of the Company for FY 2024-25.
The shareholders of the Company at their 25^th AGM held on
September 27, 2024, ratified the remuneration payable to the
Cost Auditors held.

Further, the Board of directors based on the recommendations
of the audit committee, appointed M/s. M P R & Associates,
Cost Accountants, as Cost Auditors for conducting the audit
of cost records of the Company for FY 2025-26, subject to
ratification of remuneration payable to them for the financial
year 2025-26 by the members at the ensuing AGM.

SECRETARIAL AUDITORS AND AUDIT REPORT

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

The Secretarial Audit Report for the financial year ended March
31, 2025, issued by Mr. D.S. Rao (ACS no. 12394/CP no. 14487),
Practicing Company Secretary, is enclosed as Annexure-7 to
this Report and it does not contain any reservation, qualification
or adverse remarks.

Further, the Board, pursuant to the amemdmnet to the Listing
Regulations, has appointed Mr. D.S. Rao (ACS no. 12394/CP no.
14487), Practicing Company Secretary, as Secretarial Auditor
to conduct secretarial audit pursuant to the recommendations
of the Audit committee for a period of 5 years commencing
from FY 2025-26.

Furthermore, this is to confirm that, as on closure of the
financial year i.e., March 31, 2025, the Company doesn''t have
any material subsidiary.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197 of the
Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory modification(s) or re-enactment(s) thereof for
the time being in force) in respect of directors/employees of
the Company is enclosed as Annexure -8 to this Report.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

In term of regulation 25(10) of the Listing Regulations, the
Company undertook Directors and Officers insurance.

INDUSTRIAL RELATIONS

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

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of 26^th Annual
General Meeting of the Company including the Annual Report
for FY 2024-25 are being sent to all members whose e-mail
addresses are registered with the Company / Depository
Participant(s).

COMPLIANCE WITH SECRETARIAL STANDARDS

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

GENERAL

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

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

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

3. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future;

4. No material changes and commitments in the business
operations of the Company from the financial year
ended March 31, 2025, to the date of the signing of the
Directors'' Report.

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

6. The details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016:

During the year under review, the Company received an
order in the matter of Power Mech Projects Limited from
the Hon''ble National Company Law Tribunal (NCLT),
Hyderabad Bench-I, on January 29, 2025, in which it
has admitted the application submitted by M/s. Largess
Engineering, an Operational Creditor of the Company, for
initiating the Corporate Insolvency Resolution Process
(CIRP) under Section 9 of the Insolvency and Bankruptcy
Code (IBC), 2016.

Thereafter the Hon''ble National Company Law Tribunal
(NCLT), Hyderabad Bench-I, on February 4, 2025, allowed
the Interlocutory Application (IA) filed by the Company
following an amicable settlement between the Company
and Operational Creditor and Company Petition is
disposed of as withdrawn u/s 12 A of Insolvency and
Bankruptcy Code, 2016.

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

8. The details of difference between the amount of valuation
done at the time of one time settlement and the valuation
done while taking loan from Banks or Financial Institutions
along with the reasons thereof: Not applicable

ACKNOWLEDGMENTS

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

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

For and on behalf of the Board
Sajja Kishore Babu

Place: Hyderabad Chairman and Managing Director

Date: August 8, 2025 DIN: 00971313

---

Mar 31, 2024

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

Financial Highlights

The financial highlights of the Company are as follows:

(4 in Lakhs)
		STANDALONE		CONSOLIDATED
Sl. No.	PARTICULARS	CURRENT YEAR FY 23-24	PREVIOUS YEAR FY 22-23	CURRENT YEAR FY 23-24	PREVIOUS YEAR FY 22-23
1	Revenue from Operations	4059	3532	4206	3601
2	Other income	28	13	28	17
3	Total Income	4087	3545	4234	3618
4	Expenditure	3585	3135	3710	3197
5	Profit before interest, depreciation and tax	502	410	524	421
6	Depreciation	41	41	44	43
7	Interest and Finance Charges	91	87	94	90
8	Share of Profit from JV and Associates	-	-	(4)	(8)
9	Profit before tax	370	282	382	280
10	Provision for taxes (including DTL)	129	73	134	73
11	Profit after tax	241	209	248	207
12	Profit attributable to equity holders of the parent before OCI	241	209	248	207
13	Other Comprehensive Income	(2)	1	-26	1
14	Total Comprehensive Income	239	210	222	208
15	Profits attributable to equity holders of parent after OCI	239	210	221	209
16	Dividend for the year	2.98	2.21	2.98	2.21
17	Reserves (Excluding Revaluation Reserve)	1791	1212	1822	1260
18	EPS (4) on face value of 4 10/- each	157.28	141.38	162.13	141.26
19	Book Value (4) on face value of 4 10/- each share	1143	823	1163	855

Review of Operations:

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

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

Dividend

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

Dividend Distribution Policy

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

Allotment of Equity Shares

Power Mech Projects Limited-Qualified Institutional

Placement

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

Share Capital

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

Bonus Issue

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

Reserves

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

Fixed Deposits

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

Listing of Equity Shares

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

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

Subsidiaries, Associates and Joint Venture Companies

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

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

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

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

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

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

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

i) SUBSIDIARIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ii) JOINT VENTURES

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

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

iii) ASSOCIATES

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

Consolidated Financial Statements (CFS)

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

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

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

Annual Return

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

Management Discussion and Analysis

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

Business Responsibility and Sustainability Report

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

Corporate Governance

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

Outlook and Future Plans

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

Directors

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

Changes In Directors and Key Managerial Personnel (KMP): During the year under review,
Sr. No.	Name of the Director/KMP	Appointment/ Cessation/ Reappointment	Details of Appointment/Cessation/Reappointment
1.	Mrs. Lakshmi Sajja	Re appointment	Re-appointed as a director at 24th AGM held on 28th September, 2023 upon rotation basis in accordance with the provisions of Section 152 Companies Act, 2013.
2.	Mr. Jayaram Prasad Chalasani	Appointment	Appointed as an additional director under the category of independent director vide board resolution dated 26th July, 2023 and same has been approved by the shareholders at 24th AGM held on 28th September, 2023.
3.	Mr. Thiagarajan Sankaralingam	Cessation	Ceased to be the director of the Company w.e.f. 21st May, 2023.
4.	Mr. Gorijala Durga Varaprasada Rao	Cessation	Ceased to be the director of the Company w.e.f. 26th July, 2023.
5.	Mr. J. Satish	Resignation	Resigned as Chief Financial Officer of the Company w.e.f. 30th December, 2023.
6.	Mr. Nani Aravind Nallamothu	Appointment	Appointed as Chief Financial Officer of the Company w.e.f. 1st January, 2024.

Directors Retiring by Rotation

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

Directors'' Responsibility Statement

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

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

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

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

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

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

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

Declarations of Independent Directors

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

Policy on Directors'' Appointment and Remuneration and Other Details

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

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

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

Policy For Selection of Directors and Determining Directors'' Independence

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

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

Number of Meetings of the Board

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

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

Committees of the Board

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

The Composition of various Committees of the Board as on the date of this report is hereunder:
Name of the Committee	Composition of the Committee	Remarks
Audit Committee	Mr. Jayaram Prasad Chalasani, Chairman Mr. M Rajiv Kumar, Member Ms. Lasya Yerramneni, Member	The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 of the Act and regulation 18 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above. All recommendations made by the Audit committee during the year were accepted by the Board.
Nomination and	Mr. Vivek Paranjpe, Chairman	The Nomination and Remuneration committee
Remuneration	Mr. Jayaram Prasad Chalasani, Member	of the Board of directors was constituted in
Committee	Ms. Lasya Yerramneni, Member	conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Corporate Social	Mr. Sajja Kishore Babu, Chairman	The Corporate Social Responsibility committee
Responsibility	Mrs. Lakshmi Sajja, Member	of the Board of directors was constituted in
Committee	Ms. Lasya Yerramneni, Member	conformity with the requirements of Section 135 of the Act. The Committee monitored the implementation of the CSR Policy from time to time.
Stakeholders''	Mr. M Rajiv Kumar, Chairman	The Stakeholders'' Relationship committee of the
Relationship	Mr. Sajja Lakshmi, Member	Board of directors was constituted in conformity
Committee	Ms. Lasya Yerramneni, Member	with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.
Risk	Mr. Jayaram Prasad Chalasani, Chairman	The Risk Management committee of the Board
Management	Mr. M Rajiv Kumar, Member	of directors was constituted in conformity with
Committee	Mr. Sajja Kishore Babu, Member	the requirements of Regulation 21 of the Listing Regulations with its role as stipulated in the Listing Regulations.
Investment	Mr. Jayaram Prasad Chalasani, Chairman	The Investment Committee of the Board of
Committee	Mr. M Rajiv Kumar, Member Ms. Lasya Yerramneni, Member	directors were constituted pursuant to the respective resolutions passed by the Board of directors in line with the proviso under Section 179(3) of the Companies Act, 2013.

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

Particulars of Contracts or Arrangements with Related Parties

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

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

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

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

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

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

Risk Management Policy

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

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

Corporate Social Responsibility (CSR)

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

Board Evaluation

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

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

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

Criteria for Performance Evaluation

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

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

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

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

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

Familiarization Programme for Independent Directors

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

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

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

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

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

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

Vigil Mechanism

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

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

Fraud Reporting

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

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

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

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

No. of Complaints Received : Nil

No. of Complaints disposed off : NA

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

Code of Conduct for prevention of insider trading

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

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

Transfer of amounts to investor education and protection fund

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

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

Transfer of unclaimed shares to investor education and protection fund authority

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

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

Statutory Auditors & Auditor''s Report

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

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

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

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

Maintenance of Cost Records

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

Cost Audit

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

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

Secretarial Auditors And Audit Report

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

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

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

Internal Auditors

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

Particulars of Employees and Related Disclosures

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

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

Insurance

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

Industrial Relations

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

Green Initiatives

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

Compliance with Secretarial Standards

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

General

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

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

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

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

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

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

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

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

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

Acknowledgments

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

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

For and on behalf of the Board

Sd/-

Sajja Kishore Babu

Chairman and

Place : Hyderabad Managing Director

Date : 22 August, 2024 DIN: 00971313

---

Mar 31, 2023

The Board of Directors hereby presents the report of the business and operation of your Company along with the audited financial statements (both standalone and consolidated) for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

The financial performance for the current year in comparison to the previous year is as under:					(in Rs. Cr)
Sl		Standalone		Consolidated
No.	Particulars	Current Year (2022-23)	Previous Year (2021-22)	Current Year (2022-23)	Previous Year (2021-22)
1.	Revenue from Operations	3532	2631	3601	2711
2.	Other income	13	26	17	17
3.	Total Income	3545	2657	3618	2728
4.	Expenditure	3135	2360	3197	2425
5.	Profit before interest, depreciation and tax	410	297	421	303
6.	Depreciation	41	34	43	37
7.	Interest and Finance Charges	87	76	90	79
8.	Share of Profit from JV and Associates	-	-	(8)	(2)
9.	Profit before tax	282	187	280	185
10.	Provision for taxes (including DTL)	73	46	73	46
11.	Profit after tax	209	141	207	139
12.	Profit attributable to equity holders of the parent before OCI	209	141	207	139
13.	Other Comprehensive Income	1	1	1	(1)
14.	Total Comprehensive Income	210	142	208	138
15.	Profit attributable to equity holders of parent after OCI	210	142	209	138
16.	Dividend for the year	2.21	-	2.21	-
17.	Reserves (excluding Revaluation reserves)	1212	979	1260	1029
18.	EPS ('') on face value of ''10/- each	141.36	95.82	141.25	94.48
19.	Book Value ('') on face value of ''10/- each share	823	675	855	709

OPERATING RESULTS AND BUSINESS

Your Company has achieved operational turnover of '' 3532 Cr and Profit of '' 209 Cr during the FY 2022-23 as against previous year operational turnover of '' 2631 Cr and Profit of '' 141 Cr respectively.

Further, your Company has achieved consolidated operational turnover of '' 3601 Cr and profit of ''207 Cr for the FY 2022-23 as against previous year operational turnover of ''2711 Cr and Profit of '' 207 Cr respectively.

DIVIDEND

Your Directors are pleased to recommend a final dividend of ''2.00/- per equity share of face value of ''10/- each for the year ended 31^st March, 2023. The Final Dividend is subject to the approval of members at the ensuing annual general meeting of the Company to be held on 28^th September, 2023.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

As on 31^st March, 2023 your Company has 10 (Ten) subsidiaries, i.e Hydro Magus Private Limited, Power Mech

Industri Private Limited, Power Mech BSCPL Consortium Private Limited. Power Mech SSA Structures Private

Limited, Aashm Avenues Private Limited, KBP Mining Private Limited, Energy Advisory and Consulting Services

Private Limited, Power Mech Projects LLC (Oman) Power Mech Projects BR FZE (Nigeria) and Power Mech

Environmental Protection Private Limited.

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

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

SUBSIDIARIES

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

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

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

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

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

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

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

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

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

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

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

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

ASSOCIATES

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

TRANSFER TO RESERVES

The Board do not propose to transfer any profits to the reserves for the fiscal 2023.

CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Board of Directors reviewed the affairs of the Subsidiaries / JV''s. In accordance with Sub Section (3) of Section 129 of the Companies Act, 2013, your Company has prepared the consolidated financial statements of the Company, which forms part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013 the Company has placed separate audited financial statements of its Subsidiaries / JV''s on its website www.powermechprojects.com. The annual accounts of the Subsidiary Companies / JV''s and the related detailed information shall be made available to members seeking such information at any point of time.

The Statement containing the salient features of the Subsidiaries & JV''s as per sub-sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 and under Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act 2013 in Form AOC-1 is herewith annexed as Annexure-2 to this report.

RELATED PARTY TRANSACTIONS

During the year, no transaction with related parties was in conflict with the interests of the Company. All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length pricing basis.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for the noting and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company www.powermechprojects.com.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is annexed herewith as Annexure-3 to this report.

STATUTORY AUDITORS

The Shareholders in their meeting held on 25^th September, 2019, approved the appointment of M/s. K.S. Rao & Co., Chartered Accountants as the Statutory Auditors of the Company to hold office till the conclusion of 25^th Annual General Meeting.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s. K.S. Rao & Co., Chartered Accountants, Statutory Auditors, in their report for the financial year ended 31^st March, 2023.

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

INTERNAL AUDITORS

The board, based on the recommendation of the Audit Committee, had appointed an in house team as Internal Auditors of the Company for the fiscal 2024.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has reappointed M/s. P.S. Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for fiscal 2023.

The Secretarial Audit Report for the FY 2022-23 issued by M/s. P.S. Rao & Associates, Practicing Company Secretaries in the Form MR-3 is annexed herewith as Annexure-4 to this report.

Directors Response on the observations made by the Secretarial Auditors in the report.
S.
No.	Details of Observation		Observation / Corrective Measure Action		Response / Reply
1	In terms of Reg. 21 of SEBI (Listing Obligations and Disclosure Requirements) 2015 -the gap between two risk management committee meetings, shall not exceed 180 days.		Typographical mistake occurred while filing the Corporate Governance Report for the quarters ended Jun''22 & Sep''22 and wherein the details of meeting of Risk Management Committee (RMC) were not mentioned. Upon the receipt of query from National Stock Exchange of India Limited (NSE), the Company informed NSE that the details were missed inadvertently and would re-submit the same upon providing access window for resubmission. NSE is yet to respond on the reply.		Noted for Compliance
2	IEPF-1		Unclaimed dividend for the year 2015-16 of ''34,379/-has been transferred to the account of IEPF in terms of section 124(5) of the Act. Due to technical error in the system, the same has not been reflected in the account. Therefore, the respective return (IEPF-1) in terms of Rule 5(1) Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016 could not be submitted as the same can be filed only on the reflection of transferred amount.		Transfer was initiated and the money got debited from the account. Due to technical glitches, the money did not get credited in the dedicated account of IEPF. Ticket has been raised with MCA and the issue is in the process.
3	IEPF-2		IEPF-2 forms are yet to be filed by the Company in terms of rule 5(8) and 7(2B) of Investor Education and Protection Fund Authority (Accounting, Audit Transfer and Refund) Rules, 2016		Filing has be done

DIRECTORS'' & KMP

Reappointments

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

Cessations

MrT. Sankaraligam and Mr. GDV Prasada Rao, Non-Executive Independent Directors on the board of the Company vacated their offices w.e.f. 21.05.2023 and 26.07.2023 respectively on account of completion of their tenures of two consecutive terms as Independent Directors.

Appointments after closure of financial year

Mr. Jayarama Prasad Chalasani was appointed as an additional Director under independent category w.e.f. 26.07.2023 for a first term of five consecutive years. The relevant resolution is proposed for approval of shareholders in the Notice of the AGM.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with

the criteria of independence as prescribed under sub-section (7) of Section 149 of the Act and under Regulation 25 of the SEBI (LODR) Regulations, 2015.

In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise and the proficiency justifying their office and fulfill the conditions of Independent Director provided under SEBI (LODR) Regulations, 2015 and are independent of the management.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the familiarization program for the Independent Directors are provided in the Corporate Governance Report and also placed on the website of the Company www.powermechprojects.com

BOARD MEETINGS

The Board of Directors of the Company duly met 5 (five) times during the financial year. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

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

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

The Composition of various Committees of the Board as on the date of this report is hereunder:
1 Name of the Committees	Composition of the Committees
Audit Committee	1.	Mr. Jayarama Prasad Chalasani (Chairman);
	2.	Mr. M. Rajiv Kumar;
	3.	Ms. Lasya Yerramneni
Nomination and Remuneration Committee	1.	Mr. Vivek Paranjpe (Chairman);
	2.	Mr. Jayarama Prasad Chalasani;
	3.	Ms. Lasya Yerramneni
Corporate Social Responsibility Committee	1.	Mr. S. Kishore Babu (Chairman);
	2.	Mrs. S. Lakshmi;
	3.	Ms. Lasya Yerramneni
Stakeholders Relationship Committee	1.	Mr. M. Rajiv Kumar (Chairman);
	2.	Mrs. S. Lakshmi;
	3.	Ms. Lasya Yerramneni
Risk Management Committee	1.	Mr. Jayarama Prasad Chalasani (Chairman);
	2.	Mr. M. Rajiv Kumar
	3.	Mr. S. Kishore Babu
Investment Committee	1.	Mr. Jayarama Prasad Chalasani (Chairman);
	2.	Mr. M. Rajiv Kumar;
	3.	Ms. Lasya Yerramneni

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the statement of profit and loss of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year 2022-23 have been prepared on a going concern basis.

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

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in then reporting to the Chairman & Managing Director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized ''Whistle Blower Policy'' within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage / misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the whistle blower Policy are posted on the website of the Company www.powermechprojects.com. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy as stipulated under Regulation 43A of the Listing Regulations is applicable to your Company for the FY 2022-23 and is placed on the website of the Company at https://www.powermechprojects.com/investor-relations

RISK MANAGEMENT

The Company has constituted a Risk Management Committee and formulated a policy on risk management in accordance with the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s report. The risk Management Policy of the Company is posted on the website of the Company and the web link is www.powermechprojects.com/investor-relations

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2023 shall be made available on the Company''s website www.powermechprojects.com/investor-relations

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34 (2) (e) of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis forms part of the Annual Report and is herewith annexed as Annexure-5 to this report.

CHANGES IN SHARE CAPITAL:

During the year under review, there was a preferential allotment of 1,95,593 Equity Shares to Power Mech Infra Limited, an entity belonging to the Promoter Group and by virtue of this allotment, the Share capital of the Company got changed. The revised paid up share capital of the Company is ''14,90,63,570/- divided into 1,49,06,357 equity shares of ''10/- each

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required pursuant to Section 197 (12) of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company has been appended as Annexure-6 to this Report.

BOARD EVALUATION

The parameters and the process for evaluation of the performance of the Board and its Committees have been explained in the corporate governance report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-7 to this report.

CORPORATE GOVERNANCE

The Board of Directors of your Company believes that strong corporate governance is an important instrument of investor''s protection as it ensures complete transparency in Company''s matters.

As required under Regulation 34(3) of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report as Annexure-8. The Auditors have certified the Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulations and the same is annexed to the Report on Corporate Governance.

Business Responsibility and Sustainability Report (BRSR)

Business Responsibility and Sustainability Report for the year under review, as required to be reported under Regulation 34 (2) (f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is shown in separate section forming part of the annual report.

CORPORATE SOCIAL RESPONSIBILITY

The Board in compliance with the provisions of Section 135(1) of the Companies Act, 2013 and rules made there under has constituted a Corporate Social Responsibility (CSR) Committee.

The Company works primarily through its trust, Power Mech Foundation, the CSR arm of the Company.

A detailed report on the CSR activities taken up by your Company is annexed as Annexure-9 to this report. Further the details of the policy are also posted on the website of the company www.powermechprojects.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The policy of the Company on Director''s appointment and remuneration, including the criteria for determining qualifications, expertise, skills, positive attributes, independence of a director and other matters as required under sub section 3 of section 178 of the Companies Act, 2013 is available on our website at www.powermechprojects.com

ACKNOWLEDGMENTS

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was possible by their hard work, solidarity, cooperation and support.

We thank the Governments of various Countries where we have our operations and more particularly Government of India and various regulators viz a viz RBI, SEBI, Ministry of Corporate Affairs, Income Tax Department, and all the state government and other government agencies for their support, and looking forward to their continued support in future.

For and on behalf of the Board of Directors of

Sd/-

S. Kishore Babu

Place: Hyderabad Chairman & Managing Director

Date: 25.08.2023 DIN: 00971313

---

Mar 31, 2018

DIRECTORS’ REPORT

Dear Shareholders,

The Directors have immense pleasure in presenting the Nineteenth Annual Report of your Company along with the audited financial statements (both standalone and consolidated) for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

The financial performance for the current year in comparison to the previous year is as under: (R_s i_n M_n)

Sl. No.		Standalone		Consolidated
	Particulars	Current Year (2017-18)	Previous Year (2016-2017)	Current Year (2017-18)	Previous Year (2016-2017)
1	Revenue from operations	13,101	12,911	15,479	13,382
2	Other income	74	77	67	77
3	Total income	13,175	12,988	15,546	13,459
4	Expenditure	12,163	12,005	14,243	12,461
5	Profit before interest, depreciation and tax	1,710	1,694	2,090	1,737
6	Depreciation	364	396	428	409
7	Interest and finance charges	334	315	359	329
8	Profit before tax	1,012	983	1,300	1,003
9	Provision for taxes (including DTL)	353	346	392	356
10	Profit after tax	659	637	908	647
11	Other Comprehensive income	-	4	-	4
12	Total Comprehensive income for the year	659	641	908	651
13	Dividend for the year (including corporate dividend tax)	17.73	17.70	17.73	17.70
14	Reserves(excluding revaluation reserves)	6,665	6,025	6,838	6,065
15	EPS (Rs) on face value Rs.10/- each share	44.79	43.29	54.01	43.96
16	Book value (Rs.) on face value of Rs.10/- each share	463	419	474	422

OPERATING RESULTS AND BUSINESS

Your Company has achieved operational turnover of Rs. 13,101 Mn and profit after tax of Rs. 659 Mn during FY 17-18 as against previous year operational turnover of Rs. 12,911 Mn and profit after tax of Rs. 641 Mn respectively.

Further your Company has achieved consolidated operational turnover of Rs. 15,479 Mn and profit after tax of Rs. 908 Mn during FY 17-18 as against previous year consolidated operational turnover of Rs. 13,382 Mn and profit after tax of Rs. 651 Mn respectively.

DIVIDEND

Your Directors are pleased to recommend a final dividend at Re 1/- per equity share of face value of Rs. 10/- each for the year ended 31^st March, 2018. The Final Dividend is subject to the approval of Members at the ensuing annual general meeting. The total dividend for the financial year will absorb Rs. 17.73 Mn, including Dividend Distribution Tax of Rs. 3.02/- Mn.

SUBSIDIARIES & JOINT VENTURES

As on 31^st March, 2018 your Company has five subsidiaries, i.e Hydro Magus Private Limited (HMPL), Power Mech Industri Private Limited (PMIPL), Mas Power Mech Arabia (Saudi Arabia), Power Mech Projects LLC (Oman) and Power Mech BSCPL Consortium Private Limited.

Further there is one Joint Venture Company i.e. GTA Power Mech Nigeria Limited (Nigeria).

During the financial year, the Company has divested its entire shareholding from Power Mech - CPNED Services (Hongkong) Holding Co Ltd, JV Company.

Subsequent to the end of the financial year, the Company has incorporated a JV Company in Dubai i.e. GTA Powermatic DMCC. SUBSIDIARIES

» Hydro Magus Private Limited: Hydro Magus Private Limited is a subsidiary of Power Mech established with a vision to make positive contribution in surging Hydro Power sector in India and neighbouring countries. The Company''s operation profile envisages supply and construction of hydro power plants on EPC basis, renovation and modernization after sales services, AMC and O&M of existing hydro power plants. The strength of the Company is derived by its commitment in upholding quality and safety in execution at all stages.

- Power Mech Industri Private Limited: A wholly-owned subsidiary of Power Mech, has been established to meet the needs of power plants both thermal as well as Hydro for manufacturing, re-engineering and repairing of components.

With the intention to improve our engineering, machining and repair facilities for general engineering components and non-critical equipment used in power projects including spare parts, a large heavy engineering facility at Noida for non-critical equipment and spare parts have been set up under this Company. The state-of-the-art workshop in Noida is equipped with sophisticated and heavy duty machines with facilities to repair and re- blade turbine rotors of capacity up to 600 MW. Strategically located, the workshop would provide vital service indigenously and therefore bringing down the down time of equipment in a power plant. It is aimed to provide efficient engineering services at affordable price, reasonable time line and high level of quality.

- Power Mech BSCPL Consortium Private Limited: A Subsidiary Company of Power Mech is mainly incorporated to execute the contract relating to the infrastructure development works required for development of medical device manufacturing park for Andhra Pradesh Medtech Zone Limited at Vishakhapatnam.

- Mas Power Mech Arabia: It is a subsidiary of Power Mech, established in Saudi Arabia to cater the needs in the Saudi Arabia and surrounding regions for providing services in ETC, Civil and O&M. The Company is equipped to provide services in all the verticals keeping high standards in quality, safety and timeline.

The Company draws technical guidance and support from the parent company and it will be an extended arm of Power Mech in providing its skills and expertise in this part of the world.

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

JOINT VENTURES

- GTA Power Mech Nigeria Limited: A joint venture of Power Mech is designed to undertake packages in power, infra and process industry sectors including ETC of civil, mechanical and electrical and also O&M of plants. With solid and stable technical backup from the parent companies, GTA Power Mech is in a position to undertake projects of any magnitude and type in different terrains and weather. The Company has its registered office in Lagos, Nigeria and has established a networking with potential customers. The Company has capability to undertake packages in spectrum of activities in projects and plants supported by expert team in respective fields and strategic and technical collaborations from parent companies.

TRANSFER TO RESERVES

The Board do not propose to transfer any profits to the reserves for the fiscal 2018.

CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Board of Directors reviewed the affairs of the Subsidiaries/JVs. In accordance with Sub Section (3) of Section 129 of the Companies Act, 2013, we have prepared the consolidated financial statements of the company, which forms part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013 the Company has placed separate audited financial statements of its Subsidiaries on its website www.powermechprojects.in. The annual accounts of the Subsidiary Companies and the related detailed information shall be made available to members seeking such information at any point of time.

The Statement containing the salient features of the Subsidiaries & JVs as per sub -sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 and under Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act 2013 in Form AOC-1 is herewith annexed as Annexure-2 to this report.

AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks made by M/s. Brahmayya & Co, Chartered Accountants, Statutory Auditors, in their report for the financial year ended March 31, 2018.

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

Pursuant to Companies (Amendment) Act, 2017, the provision pertaining to ratification of appointment of Statutory Auditor has been omitted with effect from 7^th May, 2018. Hence, the agenda for ratification of appointment of Statutory Auditor has not been proposed in the notice of ensuing AGM.

INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee, re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as an Internal Auditors of your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed M/s. P.S. Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in the Form MR-3 is annexed herewith as Annexure-3 to this report.

The Secretarial Audit Report for the FY 17-18 does not contain any qualification, reservation, adverse remark.

DIRECTORS

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

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (7) of Section 149 of the Act and under Regulation 25 of the SEBI (LODR) Regulations, 2015.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the year under review Mr. M. Rajendran has resigned from the Board as Wholetime Director with effect from 13^th August, 2017.

During the year under review, Mr. N. Bhupesh Chowdary was appointed as an Additional Director under the category of Wholetime Director by the Board of Directors w.e.f. 13^th August, 2017, and subsequently his appointment was ratified by the members of the Company at the previous annual general meeting.

However subsequent to the end of the financial year, Mr. N. Bhupesh Chowdary has resigned as Wholetime Director and CEO due to personal reasons with effect from 01^st July, 2018.

BOARD MEETINGS

The Board of Directors of the Company duly met 5 (five times). The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

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

COMMITTEES OF BOARD OF DIRECTORS

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

The Composition of various Committees of the Board is hereunder:

Name of the Committee	Composition of the Committee
Audit Committee	Mr. Sutanu Behuria, Chairman Mr. G.D.V. Prasada Rao, Member Mr. T. Sankaralingam, Member
Nomination and Remuneration Committee	Mr. T. Sankaralingam, Chairman Mrs. S. Lakshmi, Member Mr. G.D.V. Prasada Rao, Member
Corporate Social Responsibility Committee	Mr. S. Kishore Babu, Chairman Mrs. S. Lakshmi, Member Mr. G.D.V. Prasada Rao, Member
Stakeholders Relationship Committee	Mr. M Rajiv Kumar, Chairman Mrs. S. Lakshmi, Member Mr. G.D.V. Prasada Rao, Member
Investment Committee	Mr. S Kishore Babu, Chairman Mr. G.D.V. Prasada Rao, Member Mr. M. Rajiv Kumar, Member

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of your Company has laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies,the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

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

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2017-18 and of the statement of profit and loss of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year 2017-18 have been prepared on a going concern basis.

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

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in then reporting to the Chairman &Managing Director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized ‘Whistle Blower Policy'' within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the whistle blower Policy are posted on the website of the Company http://www.powermechprojects.in.

RISK MANAGEMENT

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. A detailed description of the risks & threats has been disclosed in the Management Discussion Analysis Report forming part of the Annual Report.

RELATED PARTY TRANSACTIONS

During the year, no transaction with related parties was in conflict with the interests of the Company. All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arm''s length pricing basis.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. All Related Party Transactions are placed on a quarterly basis before the Audit Committee and Board of Directors for their review.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company http://www. powermechprojects.in/images/Policy-on-Related-Party-Transactions.pdf.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is annexed herewith as Annexure-4 to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in Form MGT- 9 is annexed herewith as Annexure-5 to this report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34(2) (e) of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis forms part of the Annual Report and is herewith annexed as Annexure-6 to this report.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The paid up share capital of the Company is Rs. 14,71,07,640/- divided into 1,47,10,764 equity shares of Rs. 10/- each.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required pursuant to Section 197 (12) of the Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company has been appended as Annexure-7 to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-8 to this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company works primarily through its trust, Power Mech Foundation, the CSR arm of the Company.

The Foundation is tirelessly and steadfastly engages itself in meeting the social causes in the neighbourhood irrespective of cast and creed. The beneficiaries are abandoned infants, forsaken street children, neglected orphans, physically and mentally challenged children, students in remote villages and deserving people seeking medical assistance.

At every given opportunity the Foundation conducts periodical Blood donation camps, Health camps and other social awareness camps at regular periodicity.

The Foundation is adopting schools in the neighbourhood villages and takes care of the academic needs of the poor students. The services of the villagers and neighbourhood people are also involved during such events to give thrust and achieve success.

A detailed report on the CSR activities taken up by your Company is annexed as Annexure-9 to this report. Further the details of the policy are also posted on the website of the company www.powermechprojects.in

CORPORATE GOVERNANCE

The Board of Directors and the Management of your Company recognise the importance of good corporate governance in ensuring greater transparency, protecting the interests of its shareholders, as well as strengthening investors'' confidence in its management and financial reporting and are, accordingly, committed to maintaining a high standard of corporate governance.

In line with the commitment of the Company to maintaining high standards of corporate governance, the Company will continually review its corporate governance processes to strive to fully comply with the all the statutory laws and regulations as are applicable to the Company in letter and spirit.

As required under Regulation 34(3) of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report as Annexure-10. The Secretarial Auditors have certified the Company''s compliance with the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulations and the same is annexed to the Report on Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its

future operations.

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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

- No.of complaint received : Nil

- No.of complaints is posed off: Nil

ACKNOWLEDGMENTS

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was possible by their hard work, solidarity, cooperation and support.

We thank the Governments of various Countries where we have our operations and more particularly Government of India and various regulators viz a viz RBI, SEBI, Registrar of Companies, Income Tax Department, and all the state government and other government agencies for their support, and look forward to their continued support in future.

For and on behalf of the Board of Directors of

Sd/-

S Kishore Babu

Place: Hyderabad Chairman & Managing Director

Date:11.08.2018 DIN: 00971313

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Mar 31, 2017

Dear Shareholders,

The Directors have immense pleasure in presenting the 18^th Annual Report of your Company along with the Audited Financial Statements (both Standalone and Consolidated) for the Financial Year ended 31^st March, 2017.

FINANCIAL RESULTS

The financial performance for the current year in comparison to the previous year is as under:

(Rs in Mn)

S		Consolidated		Standalone
No.	Particulars	Current Year (2016-17)	Previous Year (2015-2016)	Current Year (2016-17)	Previous Year (2015-16)
1.	Revenue from Operations	13,382	13,782	12,911	13,621
2.	Other income	77	55	77	56
3.	Total Income	13,459	13,837	12,988	13,677
4.	Expenditure	12,461	12,682	12,005	12,538
5.	Profit before interest, depreciation and tax	1,741	1,877	1,693	1,853
6.	Depreciation	409	390	396	389
7.	Interest and Finance Charges	329	329	314	325
8.	Profit before tax	1,003	1,158	983	1,139
9.	Provision for taxes (including DTL)	357	406	346	400
10.	Profit after tax	651	757	641	743
11.	Dividend for the year (including corporate dividend tax)	17	17	17	17
12.	Reserves (Excluding Revaluation reserves)	6,065	5,404	6,025	5,384
13.	EPS (Rs) on face value of Rs. 10/- each share	43.96	54.08	43.29	53.23
14.	Book value (Rs.) on face value of Rs. 10/- each share	422	377	419	376

OPERATING RESULTS AND BUSINESS

Your Company has achieved operational turnover of Rs. 12,911 Mn and profit after tax of Rs. 641 Mn during FY 16-17 as against previous year operational turnover of Rs. 13,621 Mn and profit after tax of Rs. 743 Mn respectively.

Further your Company has achieved consolidated operational turnover of Rs. 13,382 Mn and profit after tax of Rs. 651 Mn during FY 16-17 as against previous year consolidated operational turnover of Rs. 13,782 Mn and profit after tax of Rs. 757 Mn respectively.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Re 1/- per equity share of face value of Rs. 10/- each for the year ended 31^st March, 2017. The Final Dividend is subject to the approval of members at the ensuing annual general meeting. The total dividend for the financial year will absorb Rs. 1,77,05,529/-, including Dividend Distribution Tax of Rs. 29,94,765/-.

SUBSIDIARIES & JOINT VENTURES

As on 31^st March, 2017 your Company has four subsidiaries, i.e Hydro Magus Private Limited (HMPL), Power Mech Industri Private Limited (PMIPL), MAS Power Mech Arabia (Saudi Arabia) and Power Mech Projects Limited LLC. Further there are two Joint Venture Companies i.e GTA Power Mech Nigeria Limited (Nigeria) and Power Mech-CPNED Servcies (Hong Kong) Holding Co. Ltd (Hong Kong).

SUBSIDIARIES

- Hydro Magus Private Limited: Hydro Magus Private Limited is a subsidiary of Power Mech established with a vision to make positive contribution in surging Hydro Power sector in India and neighboring countries. The Company’s operation profile envisages supply and construction of hydro power plants on EPC basis, renovation and modernization after sales services, AMC and O&M of existing hydro power plants. The strength of the Company is derived by its commitment in upholding quality and safety in execution at all stages.

- Power Mech Industri Private Limited: A wholly-owned subsidiary of Power Mech, has been established to meet the needs of power plants both thermal as well as Hydro for manufacturing, re-engineering and repairing of components.

With the intention to improve our engineering, machining and repair facilities for general engineering components and non-critical equipment used in power projects including spare parts, a large heavy engineering facility at Noida for non-critical equipment and spare parts have been set up under this Company. The state-of-the-art workshop in Noida is equipped with sophisticated and heavy duty machines with facilities to repair and re-blade turbine rotors of capacity up to 600 MW. Strategically located, the workshop would provide vital service indigenously and therefore bringing down the down time of equipment in a power plant. It is aimed to provide efficient engineering services at affordable price, reasonable time line and high level of quality.

- MAS Power Mech Arabia: It is a subsidiary of Power Mech, established in Saudi Arabia to cater the needs in the Saudi Arabia and surrounding regions for providing services in ETC, Civil and O&M. The Company is equipped to provide services in all the verticals keeping high standards in quality, safety and timeline.

The Company draws technical guidance and support from the parent company and it will be an extended arm of Power Mech in providing its skills and expertise in this part of the world.

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

JOINT VENTURES

- GTA Power Mech Nigeria Limited: A joint venture of Power Mech is designed to undertake packages in power, infra and process industry sectors including ETC of civil, mechanical and electrical and also O&M of plants. With solid and stable technical backup from the parent companies, GTA Power Mech Nigeria Limited is in a position to undertake projects of any magnitude and type in different terrains and weather. The Company has its registered office in Lagos, Nigeria and has established a networking with potential customers. The Company has capability to undertake packages in spectrum of activities in projects and plants supported by expert team in respective fields and strategic and technical collaborations from parent companies.

- Power Mech-CPNED services (Hong Kong) Holding Co. Limited: In order to provide comprehensive O&M solutions, your company has entered into joint venture agreement with Chengdu Pengrun New Energy Development Company Limited (‘CPNED’), a company registered under PRC laws for distribution of equipment and spare parts, including boilers, turbines and generators, for O&M projects in India. Your Company holds 50% stake in M/s. Power Mech-CPNED Services (Hong Kong) Holding Co. Limited.

TRANSFER TO RESERVES

The Board do not propose to transfer any profits to the reserves for the fiscal 2017.

CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Board of Directors reviewed the affairs of the Subsidiaries/JV’s. In accordance with Sub Section (3) of Section 129 of the Companies Act, 2013, we have prepared the consolidated financial statements of the company, which forms part of this annual report.

As per the provisions of Section 136 of the Companies Act, 2013 the Company has placed separate audited financial statements of its Subsidiaries & JV’s on its website www.powermechprojects.com. The annual accounts of the Subsidiary Companies, JV’s and the related detailed information shall be made available to members seeking such information at any point of time.

The Statement containing the salient features of the subsidiaries & JV’s as per sub-sections (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 and under Rule 8 of Companies (Accounts) Rules, 2014 of the Companies Act 2013 in Form AOC-1 is herewith annexed as Annexure-2 to this report.

STATUTORY AUDITORS

M/s. Brahmayya & Co, Chartered Accountants (ICAI Firm Registration No: 000513S), Vijayawada were appointed as the statutory auditors of the company for a period of 5 years by the members of the Company in the 15^th Annual General Meeting to hold the office till the conclusion of 20^th Annual General Meeting subject to ratification of the appointment by members of the company at every AGM. As such their appointment as Auditors for FY 17-18 is proposed for ratification by the shareholders in the ensuing annual general meeting.

The company has received letter from the Auditors under Section 139(1) of the Companies Act, 2013 and the Rules framed there under, to that effect, that their appointment, if made, would be within the prescribed limits under provisions of sections specified under the Act and that, they are not disqualified for such re-appointment within the meaning of the section of the said Act.

The Auditor’s Report for the FY 16-17 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee, re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as an Internal Auditors of your Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of Audit Committee, the Company has re-appointed M/s. P.S. Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 17-18. The Secretarial Audit Report for the FY 16-17 is annexed herewith as Annexure-3 to this report.

The Secretarial Audit Report for the FY 16-17 does not contain any qualification, reservation, adverse remark or disclaimer.

DIRECTORS

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

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under sub-section (7) of Section 149 of the Act and under Regulation 25 of the SEBI (LODR) Regulations, 2015.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

During the year under review, Mr. Vivek Paranjpe was appointed as an Additional Director under the category of Independent Director by the Board of Directors at their meeting held on 31^st August, 2016, and subsequently his appointment was ratified by the members of the Company at the previous annual general meeting.

Further the members of the Company at the previous annual general meeting held on 30^th September, 2016, also ratified the appointment of Mr. M. Rajiv Kumar as Non-Executive Director, Mr. Sutanu Behuria as an Independent Director and Mr. S. Kishore Babu as Managing Director of the Company.

Further, Mr. Amitabha Guha, Independent Director, resigned from the office of the Board w.e.f. 04^th June, 2016.

Subsequent to the end of the financial year, Shri. M. Rajendran, Wholetime Director resigned from the Board w.e.f 13^th August 2017. Your Board of Directors places on record its deep appreciation for his significant contribution and for his valuable advices to the Board on the operations of the Company and other related matters from time to time during his tenure.

Further Shri N. Bhupesh Chowdary was appointed as an Additional Director under the category of Wholetime Director subject to the approval of the members of the Company w.e.f. 13^th August, 2017 by the Board of Directors at their meeting held on 12^th August, 2017. His term of appointment is upto the date of ensuing annual general meeting and your Board of Directors recommends his appointment and the relevant resolutions for his appointment is provided in the notice of the AGM for the approval of the members.

Subsequent to the end of the FY 2016-17, Mr. Mohit Gurjar, Company Secretary has resigned w.e.f. 30^th May, 2017 and Mr. Rohit Tibrewal was appointed as a Company Secretary of the Company w.e.f. 01^st June, 2017.

Number of Meetings of the Board during the year:

The Board of Directors of the Company duly met 4 (four times). The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

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

COMMITTEES OF BOARD OF DIRECTORS

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

The Composition of various Committees of the Board is hereunder:

Name of the Committee	Composition of the Committee
Audit Committee	Mr. Sutanu Behuria (Chairman) Mr. G.D.V. Prasada Rao and Mr. T. Sankaralingam
Nomination and Remuneration Committee	Mr. T. Sankaralingam (Chairman) Mrs. S. Lakshmi and Mr. G.D.V. Prasada Rao
Corporate Social Responsibility Committee	Mr. S. Kishore Babu (Chairman) Mrs. S. Lakshmi Mr. G.D.V. Prasada Rao
Stakeholders Relationship Committee	Mr. M Rajiv Kumar (Chairman) Mrs. S. Lakshmi Mr. G.D.V. Prasada Rao

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the period under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

Evaluation of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate.

The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control, stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

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

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2016-17 and of the statement of profit of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2016-17 have been prepared on a going concern basis.

v. That the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in then reporting to the Managing Director.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized ‘Whistle Blower Policy’ within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the whistle blower Policy are posted on the website of the Company http://www.powermechprojects.com.

RISK MANAGEMENT

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. A detailed description of the risks & threats has been disclosed in the Management Discussion & Analysis Report forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company http://www.powermechprojects.com/images/Policy-on-Related-Party-Transactions.pdf.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 and Disclosure under Schedule V of SEBI LODR) Regulations, 2015 is herewith annexed as Annexure-4 to this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-5 to this report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis forms part of the Annual Report and is herewith annexed as Annexure-6 to this report.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The paid up share capital of the Company stands at Rs. 14,71,07,640/- divided into 1,47,10,764 equity shares of Rs. 10/- each. .

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the information required pursuant to Section 197 (12) of the Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company has been appended as Annexure-7 to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-8 to this report.

CORPORATE GOVERNANCE

Your Company firmly understands and believes the importance of Corporate Governance. We always aim for the growth by adhering to the National and International Corporate Governance Standards. Our philosophy on corporate governance ensures fiscal accountability, ethical corporate behavior and fairness to all stakeholders comprising regulators, employees, customers, vendors, investors and the society at large.

As required under Regulation 34(3) of the Listing Regulations, a detailed report on Corporate Governance is included in the Annual Report as Annexure-9. The Auditors have certified the Company’s compliance with the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulations and the same is annexed to the Report on Corporate Governance.

HUMAN RESOURCES

Your Company considers its Human Resource as the key to achieve its objectives. Keeping this in view, your Company takes all the care to attract, train and retain well qualified and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind fulfilling the Company’s vision. Your Company appreciates the contribution of its dedicated employees.

CORPORATE SOCIAL RESPONSIBILITY

Power Mech has been into CSR activities from a longer period of time and even before it was made mandatory by the Companies Act, 2013. The Company works primarily through its trust, Power Mech Foundation, towards supporting projects in social welfare, eradication of hunger and malnutrition, promoting education for the poor’s, health management and medical aids for the children’s and old aged people, orphanage and old age homes etc.

A detailed report on the CSR activities taken up by your Company is annexed as Annexure-10 to this report. Further the details of the policy are also posted on the website of the company www.powermechprojects.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

ACKNOWLEDGMENTS

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was possible by their hard work, solidarity, cooperation and support.

We thank the Governments of various Countries where we have our operations and more particularly Government of India and various regulators viz a viz RBI, SEBI, Registrar of Companies, Income Tax Department, and all the State Government’s and other Government agencies for their support, and look forward to their continued support in future.

By order of the Board of Directors

Sd/-

S Kishore Babu

Chairman & Managing Director

DIN: 00971313

Place: Hyderabad

Date : 12.08.2017

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 16th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2015.

1. Financial Performance of the Company

Your Company's Standalone financial performance, for the year ended 31st March 2015 is summarized below:

(Rupees in Lakhs)

PARTICULARS 2014-15 2013-14

Gross Revenue 136,152 119,878

Total Expenditure 119,106 103,655

Profit before Interest, Depreciation and Taxation 17,046 16,223

Less : Interest 2,858 2,258

Depreciation 3,664 3,274

Profit/(Loss) before Taxation 10,524 10,690

Less : Provision for Income Tax 3,765 3,756

Deferred Tax Liability / ( Asset) - 312 103

Profit/(Loss) after Tax 7,070 6,831

Add : Balance brought forward from previous year 19,879 13,577

Profit available for appropriation 26,949 20,408

Appropriation

Transfer to General Reserve 0 350

Proposed Dividend on Equity 126 164

Provision for Tax on distributed profits (On Equity shares) 26 15

Balance of Profit carried forward to next year 26,798 19,879

2. The State of Affairs of the Company

In the financial year 2014-15 your Company continued its growth momentum on key parameters. During the year, your company recorded healthy order intake which helped your Company to close the year with a strong order book of Rs.340,627 lakhs as on 31st March, 2015. The standalone revenue stood at Rs.136,152 lakhs, an increase of 14%, compared to previous year's revenue of Rs.119,878 lakhs.

The PAT stood at Rs.7,070 lakhs as against Rs. 6,831 lakhs in the previous year. The EPS was at Rs.56.94 for the year ended 31st March, 2015.

During the year under review there is no change in the nature of business of the company.

3. Management Discussion & Analysis

The Management's discussion and analysis is set out in this Annual Report.

4. Dividend

The Directors are pleased to recommend 10% dividend (i.e Rs.1/- for Equity share of Rs.10/- each) for the approval of the members for the FY 2014-15.

5. Transfer to Reserves

The board has not proposed to transfer any profits to the reserves for this fiscal 2015.

6. Changes in Share Capital

(i) Bonus Issue

The Company on June 26, 2014 had allotted bonus shares in the ratio of 10:1.2 and consequently the paid-up capital has increased by Rs.1,08,00,000 divided in 10,80,000 equity shares of Rs.10/- each.

(ii) Conversion of CCDS

The Company during the year had issued and allotted 562,500 equity shares of Rs.10/- each at a premium of Rs.190/- per share on July 16, 2014 to India Business Excellence Fund I pursuant to the exercise of conversion option vide their notice for conversion of 1125 Compulsorily Convertible Debentures of face value of Rs.100,000/-.

The capital structure of the company after taking into the above allotments stands as follows:

Equity Shares of Particulars Amount(Rs) Rs.10/- each

Authorized Capital 26,000,000 260,000,000

Issued/subscribed/ called-up & paid-up (As on 01.04.2014) 10,940,264 109,402,640

ADD: Bonus Issue in the ratio of 10:1.2 on 26.06.2014 10,80,000 10,800,000

ADD: Conversion of 1125 CCD's on 16.07.2014 5,62,500 5,625,000

Issued/subscribed/ called-up & paid-up post conversion of 125,827,64 125,827,640

CCDS (As on 31.03.2015)

7. Material Changes and Commitments Affecting Financial Position Between the End of the Financial Year and Date of Report

Public Issue of the Company

Your Company during the FY 2014-15 filed its Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India (SEBI) for public issue of 4,269,000 equity shares of face value Rs.10 each, comprising of a fresh issue of 2,128,000 equity shares and an offer for sale of 2,141,000 equity shares. The Company has received final comments from SEBI on DRHP and shall plan for Issue opening at an opportune time.

8. Particulars of Loans, Guarantees or Investments

There are no transactions of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013.

9. Deposits

The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

10. Particulars of Contracts or Arrangements Made with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure I to this report.

11. Explanation / Comments on Every Qualification / Reservation / Adverse Remarks / Disclaimer Made by Statutory Auditors / Secretarial Auditor There are no qualifications/reservations/adverse remarks made by statutory auditors

Reply to the observations in the Secretarial Audit Report:

- The Company has sent a reply dated 31st March, 2015 stating that Form INV 5 for the FY 2012-13 was filed on 27th March, 2015 and that the relevant investor wise details of unclaimed amounts have been uploaded on the Investor Education and Protection Fund Portal on the same day, further stating that the delay was due to oversight and was not intentional.

- The Company has responded as appropriate to each such notices related to the labour employed and related matters stated therein and made necessary compliances wherever applicable. In respect of certain matters the company has been levied penalty and the same is paid by the company.

12. Meetings of the Board

During the year under review the board of directors has met five times on May 13, 2014, June 26, 2014, July 16, 2014, September 11, 2014 and January 9, 2015 and the gap between two meetings did not exceed 120 days.

13. Appointment and Resignation of Directors & Key Managerial Personnel

The following are the changes in the directorships during the financial year 14-15

S. no Name of the Director Date of Event Appointment / Resignation

1 G. Srinivasulu June 26, 2014 Resignation

2 A.R.N. Rao June 26, 2014 Resignation

3 M. Jagan Mohan June 26, 2014 Resignation

4 Amitabha Guha June 26, 2014 Appointed as an additional Director

5 T. Sankaralingam June 26, 2014 Appointed as an additional Director

6 Amitabha Guha September 30, 2014 Confirmed as Director

7 T. Sankaralingam September 30, 2014 Confirmed as Director

8 G.D.V Prasada Rao September 30, 2014 Appointed as independent Director under the Companies Act, 2013 9 M.L. Sah September 30, 2014 Appointed as independent Director under the Companies Act, 2013

During the year Mr. T. Sankaralingam & Mr. Amitabha Guha were appointed as Additional Directors of the company w.e.f June 26, 2014. Members approved the appointments of Mr. Amitabha Guha, Mr. T. Sankaralingam, Mr. G.D.V. Prasada Rao and Mr M.L. Sah as Independent Directors in their Annual General Meeting for a period of five years and they are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.

Remuneration Policy for Directors, Key Managerial Personnel and other employees is attached to this report as Annexure II

The following are the changes in the KMPs during the financial year 2014-2015

S. NO. Name Designation Date of change Reason for change

1 J. Satish Vice president (finance and accounts) October 20, 2014 Appointment

13A. COMMITTEES OF DIRECTORS

Currently, the Board has six committees: the audit committee, nomination and remuneration committee, corporate social responsibility committee, stakeholders relationship committee, IPO committee and Risk Management Committee. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee Composition of the Committee

Audit Committee* G.D.V. Prasada Rao (Chairman); Rakesh Sony; and Amitabha Guha.

Nomination and Remuneration Committee T. Sankaralingam (Chairman);Rakesh Sony; and M.L. Sah.

Corporate Social Responsibility Committee S. Kishore Babu (Chairman); S. Lakshmi; and G.D.V. Prasada Rao.

Stakeholders Relationship Committee G.D.V. Prasada Rao (Chairman); S. Lakshmi; and M.L. Sah.

IPO Committee M. Rajendran (Chairman); Rakesh Sony; and G.D.V. Prasada Rao.

Risk Management Committee M. Rajendran (Chairman); M.L. Sah; T. Sankaralingam and G.D.V. Prasada Rao.

* All recommendations made by the audit committee during the year were accepted by the Board.

14. Alteration to Memorandum and articles of Association of the Company

Your Company has altered the Main Objects of the Memorandum of Association pursuant to the resolution passed by the members through postal ballot on September 30, 2014.

Your Company has altered the Articles of Association pursuant to a special resolution passed by the members on October 16, 2014 in order to align the Articles of Association with the Companies Act, 2013 and Listing Agreement.

15. Extract of Annual Return

Extract of Annual Return of the Company pursuant to Section 134(3)(a) of the Companies Act, 2013 in Form MGT 9 is annexed herewith as Annexure III to this Report.

16. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and is voluntarily complying various provisions of clause 49 of the listing agreement.

17. Significant and Material Orders

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

18. Sexual Harassment

There were no cases reported during the year under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

20. Risk Management Policy

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. There are no material risks which threaten the very existence of the company.

21. Vigil Mechanism

A Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http:// www.powermech projects.in/investors.html

22. Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: http://www. powermechprojects.in/investors.html The Annual Report on CSR activities is annexed herewith marked as Annexure V

23. Subsidiaries, Associates & Joint Ventures

As on 31st March, 2015, company has two subsidiaries, i.e Hydro Magus Private Limited(HMPL) and Power Mech Industri Private Limited(PMIPL).

- Hydro Magus Private Limited (HMPL): Your Company holds 75% equity in HMPL. HMPL is providing O&M and AMC services to hydro power plants. HMPL has some inherent advantages being a subsidiary of Power Mech Projects Limited (PMPL) in getting projects as well as in completion with the support of PMPL.

- Power Mech Industry Private Limited (PMIPL): PMIPL which is 100% subsidiary of PMPL is yet to start its commercial operations. The proposed factory for manufacture, fabricate, re-fabricate, overhauling of spares, machinery parts relating to various power generation plants is coming up at the companies facility at Noida. PMIPL is expected to start its commercial operations in this financial year FY 2015-16.

- Power Mech CPNED Services (Hongkong) Holding Co., Limited: In order to provide comprehensive O&M solutions, your company has entered into a joint venture agreement dated December 1, 2014, with Chengdu Pengrun New Energy Development Company Limited ('CPNED'), a company registered under PRC laws for manufacturing and distribution of equipment and spare parts, including boilers, turbines and generators, for O&M projects in India.

Your company has received approval from Reserve Bank of India (RBI) to remit funds for acquisition of 5000 Ordinary Shares (50% stake) in M/s Power Mech - CPNED Services (Hongkong) Holding Co., Limited. Your Company is in the process of making the remittance and acquiring the stake in the Company

- MAS Power Mech Arabia: In order to have a strong presence in Saudi Arabia, the company entered into a MOU with local partners in Kingdom of Saudi Arabia (KSA) for the purpose of incorporating a 51% subsidiary in the name & style 'Mas Power Mech Arabia'. Your company has made an application to RBI seeking approval for remitting funds towards initial subscription of shares.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 financial statements of the subsidiaries were consolidated. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed Form AOC-1 is appended as Annexure VI to the Board's report. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.powermechprojects.in.

There are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year 2014-2015.

24. Internal Financial Control

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

25. Auditors

Statutory Auditors

M/s. Brahmayya & Co, Chartered Accountants who were appointed as Statutory Auditors of the Company for a period of 5 years at the 15th AGM and whose appointment is subject to the ratification of members at every AGM, has confirmed their eligibility in terms of provisions of Section 141 of the Companies Act, 2013. Pursuant to the recommendation of the Audit Committee, your board recommends to ratify the appointment of M/s. Brahmayya & Co, Chartered Accountants as statutory auditors of the company for the financial year 2015-2016.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules there under, M/s. P.S. Rao & Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for FY 2014-15 forms part of the Annual report as Annexure VII to the Board's report.

Internal Auditors

Your board based on the recommendation of the Audit Committee have re-appointed M/s. Ramesh & Co., Chartered Accountants, Hyderabad, as Internal Auditors of the Company.

26. Particulars of Employees

Pursuant to the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of particulars of employees is annexed as Annexure VIII

27. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

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.

Acknowledgement

Your Directors acknowledge the tremendous services rendered by the employees of the company at all the levels toward its overall success. Your Directors also express their grateful appreciation for the support and co-operation received from Banks, Government authorities, Customers, Vendors and members.

The Board also acknowledges with thanks the contribution of contractors and consultants in the implementation of various projects of the company and also wishes to place on record their appreciation for the valuable and constructive suggestions received from the auditors.

For and on behalf of the Board of Directors

S. Kishore Babu

Chairman & Managing Director

DIN: 00971313

Place : Hyderabad

Date : July 7, 2015

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 15th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2014.

Financial Performance

Your company has achieved a total income of - 119,877 Lakhs during the financial year 2013-14 as against previous year's total income of -93757 Lakhs, accounting for a top line growth of 27.86% and the growth of key parameters like EBIDTA and PAT at 30.85% and 36.31% respectively.

Financial Results

The financial performance of the company during the year ended 31st March, 2014 as compared with the previous financial year ended 31st March, 2013 are summarized below:

(Rupees in Lakhs)

PARTICULARS 2013-2014 2012-2013

Gross Revenue 119877.56 93757.78

Total Expenditure 103654.70 81360.44

Profit before Interest, Depreciation and Taxation 16222.86 12397.34

Less: Interest 2258.27 1512.09

Depreciation 3274.10 3347

Profit / (Loss) before Taxation 10690.49 7538.24

Less: Provision for Income Tax 3756.35 2497.77

Deferred Tax Liability/ (Asset) 103.04 29.12

Profit / (Loss) after Tax 6831.10 5011.35

Add: Balance brought forward from previous year 13576.66 8891.11

Profit available for appropriation 20407.76 13902.46

Appropriation

Transfer to General Reserve 350.00 200.00

Proposed Dividend on Equity 164.10 107.52

Provision for Tax on distributed profits (On Equity shares) 14.87 18.27

Balance of Profit carried forward to next year 19878.79 13576.66

Dividend

The Directors are pleased to recommend for the approval of the members, a dividend at the rate of 15% being - 1.5/- per equity share on paid up value of - 10/- per equity share for the FY 2013-14

Transfer To Reserves

The Company proposes to transfer -350.00 lakhs to the General Reserve out of the amount available for appropriations and an amount of - 19878.79 lakhs is proposed to be retained in the Profit and Loss account.

Operational Performance

India is the fourth largest economy in the world and has a total installed capacity (excluding renewable energy) of 212 GW in fiscal 2014 an increase of 70GW from fiscal 2010, representing a CAGR of around 10%. This is in addition of around 43,300 MW of captive power capacity that is also connected to the grid, as on March 2013. An estimated -6.6 trillion of investments are projected to be made in power sector over the next 5 years (2013-14 to 2017-18).

Power Mech has executed an aggregate tonnage of approximately 3,50,000 metric tons in the fiscal year 2014 and were engaged in Erection Works contracts in fiscal year 2012 through fiscal 2014 for boilers aggregating 8,290 MW & turbines 15,790 MW. At present the company is providing AMC services to 19 power plants with an aggregate unit capacity of 24,465 MW. The civil division is executing projects in India & Yemen and maintaining a sustainable growth.

The overall performance of the company is the outcome of collective and dedicated service rendered by staff, management, associates, customers & financial institutions.

Changes In Share Capital

The company during the year had issued and allotted 187,500(One Lakh Eighty Seven Thousand Five Hundred) Equity Shares of -10/-(Rupees Ten) each at a premium of -190/-(Rupees One Hundred and Ninety) per share on 26th November, 2013 to IL&FS Trust Company Limited acting in its capacity as trustees of Business Excellence Trust - India Business Excellence Fund pursuant to the exercise of conversion option vide their notice dated 25.11.2013 for conversion of 375 Compulsorily Convertible Debentures ('CCD') of face value of Rs.100,000 (Rupees One Lac only).

Further in view of exceptional growth in the last decade and completion of 15 years, the board in their meeting held on 13th May, 2014, proposed to reward the share holders for their long standing relation with the company by issuing bonus shares in the ratio of 10:1.2 (i.e. 1.2 Shares for every 10 Shares held) by capitalizing the Reserves of the Company.

Accordingly the board in their meeting held on 26th June, 2014 issued and allotted 10,80,000 Bonus Shares by capitalizing the reserves of the company.

The capital structure of the company after taking into allotments stand as follows:

Authorized Capital Rs,-260,000,000

Issued / subscribed / called-up & Paid-up Rs,120,202,640

Directors

Smt. S. Lakshmi, Director, retires at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Sri G.D.V. Prasad Rao & Sri Mukul Lai Sah, Independent Directors of the Company, are proposed to be appointed as Independent Directors not liable to retire by rotation for a term of 5 years as provided under section 149 of the Act.

Sri Thiagarajan Sankaralingam & Sri Amitabha Guha were appointed as Additional Directors (Independent Directors) of the company with effect from 26.06.2014 and as such their term ceases at the ensuing AGM. The Company received a notice in writing from the members respectively under section 160 of the Companies Act, 2013 proposing their candidature for the directorship of the company for a period of 5 years with effect from 26.06.2014.

The relevant resolutions proposing the above appointments for the approval of the shareholders forms part of the notice of the AGM.

Sri G. Srinivasulu, Sri M. Jagan Mohan & Sri A.R.N Rao, have resigned from the board with effect from 26.06.2014. The Board conveys its deep sense of appreciation for the services rendered by them during their tenure as directors of the company.

Alteration to the Articles of Association of the Company

The Articles of Association of the Company were altered twice during the year on 5th July, 2013 and 22nd January, 2014 in order to bring them in line with the amendments to subscription and shareholders agreement dated 19th November, 2009.

Subsidiaries

Hydro Magus Private Limited: Your Company holds 51 % equity in Hydro Magus Private Limited. During the year under review the Company commenced its operations and achieved a gross turnover of - 6.17 Crores and profit after tax- 21.27 lakhs. The Company has some inherent advantages being a subsidiary of Power Mech Projects Limited (PMPL) in getting projects as well as in completion with the support of PMPL.

Power Mech Industry Private Limited: Your Company acquired complete control of this company by acquiring 100% shares pursuant to the takeover agreement dated 17.10.2013. The Company is in the process of commencing its commercial operations.

Power Mech Projects Limited FZE: The subsidiary was closed during the year under review. Till the date of its operations, the Company generated revenue of 5,095,158 AED and paid a dividend of - 163.02 Lakhs.

Information pursuant to section 212 of the Companies Act, 1956, relating to the subsidiary company, is annexed to this report. A copy of the subsidiary's accounts together with the Directors Report and Auditors Report are also attached to the Company's Balance Sheet.

Fixed Deposits

The Company has neither accepted nor renewed any deposits falling with in the purview of section 58A of the companies Act, 1956 read with the companies (Acceptance of deposits) Rules, 1975 from the public during the year under review.

Audit Committee

The Company constituted a Qualified and Independent Audit Committee comprising of two Non-Executive Independent Directors and one Non-Executive non-independent director in accordance with the provisions of the Companies Act.

S. no Name Designation

1 GDV Prasada Rao Chairman

2 Rakesh Sony Member

3# Amitabha Guha Member

# Appointed as member w.e.f 26.06.2014

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of two Independent Non-Executive Directors and one Non-Executive non-independent director. Pursuant to change in the composition of the board the Nomination and Remuneration committee was reconstituted w.e.f 26.06.2014. The composition of the Remuneration Committee is as follows:

S. no Name Designation

1# T Sankaralingam Chairman

2 Rakesh Sony Member

3 GDV Prasada Rao Member

# Appointed as Chairman of the committee w.e.f 26.06.2014

The Nomination and Remuneration Committee reviews the remuneration package payable to Executive Director(s) and Executives in the top level Management of the Company and gives its recommendation to the Board and acts in terms of reference of the Board from time to time.

Stakeholders Relationship Committee

The Board of Directors constituted w.e.f 26.06.2014, Stakeholders Relationship Committee to look into Shareholders grievances:

S. no Name Designation

1 GDV Prasada Rao Chairman

2 Sajja Lakshmi Member

3 Mukul Lai Sah Member

Corporate Social Responsibility Committee

The Board of Directors had at its meeting held on 26.06.2014 constituted the CSR Committee in accordance with the provisions of Section 135 of the Act.

The composition of the CSR Committee is given hereunder:

S. no Name Designation 1 Sajja Kishore Babu Chairman

2 GDV Prasada Rao Member

3 Sajja Lakshmi Member

Auditors

M/s. Brahmayya & Co, Chartered Accountants the Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment for a term of five years in accordance with Section 139 of the Companies Act, 2013. The Board recommends their re-appointment.

Directors' Responsibility Statement

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that,

1) In the preparation of annual accounts for the Financial Year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) 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 as at 31st March 2014 and of the profit of the Company for the year ended on that date;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts of the company on a 'going concern' basis.

Particulars of Employees

The particulars to be mentioned as per section 217(2A) of the Companies Act, 1956 read with Companies Act (Particulars of Employees) Rules, 1975 is annexed as Annexure 1 to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure 2 and forms part of this report.

Corporate Social Responsibility

Power Mech Foundation was initiated as part of corporate Social Responsibility to Power Mech Projects Ltd, by the founder of the company Mr. S. Kishore Babu. The foundation is committed to inclusive and sustainable socio-economic development with greater thrust on:

- Education

- Community Development

- Health Management & Medical Aids

- Social Welfare

- Orphanages & Old-Age Homes

- Environment Protection

- Disaster/ Calamity Management

- Empowerment & Livelihoods

Acknowledgement

Your Directors acknowledge the tremendous services rendered by the employees of the company at all the levels toward its overall success. Your Directors also express their grateful appreciation for the support and co-operation received from Banks, Government authorities, Customers, Vendors and members.

The Board also acknowledges with thanks the contribution of contractors and consultants in the implementation of various projects of the company and also wishes to place on record their appreciation for the valuable and constructive suggestions received from the auditors.

For and on behalf of the Board of Directors

Sd/-

S. Kishore Babu

Chairman & Managing Director

Date : 26.06.2014

Camp : Hyderabad