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)

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:

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

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