Directors Report of MTAR Technologies Ltd.

Mar 31, 2025

The Board of Directors take pleasure in presenting the 26th (Twenty-Sixth) Annual Report including inter-alia Directors''
Report, its annexures and audited financial statements (including standalone and consolidated financial statements along
with respective Auditors'' Report thereon) for the year ended 31st March, 2025. The consolidated performance of the
Company and its subsidiaries has been referred to wherever required. The Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are referred to as ''Act'' and ''Listing Regulations'' respectively.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company for the financial years ended has been as under:

(Amount in Rs. Mn)

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	6759.57	5800.33	6759.95	5807.52
Other Income	57.36	63.63	51.50	58.07
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1263.92	1180.35	1259.84	1185.09
Less: Depreciation/ Amortisation/ Impairment	317.74	226.42	322.35	231.63
Profit /loss before Finance Costs, Exceptional items and Tax Expense	946.18	953.93	937.49	953.46
Less: Finance Costs	221.60	221.71	221.79	223.09
Profit /loss before Exceptional items and Tax Expense	724.58	732.22	715.70	730.37
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	724.58	732.22	715.70	730.37
Less: Tax Expense (Current & Deferred)	186.05	169.54	186.83	169.24
Profit /loss for the year (1)	538.53	562.68	528.87	561.13
Total Comprehensive Income/loss (2)	(2.99)	0.85	(2.99)	0.85
Total (1 2)	535.54	563.53	525.88	561.98
Balance of profit /loss for earlier years	2458.81	1895.28	2450.46	1888.48
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	0	0	0	0
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	2994.35	2458.81	2976.34	2450.46

2. FINANCIAL PERFORMANCE AND THE STATE OF THE
COMPANY''S AFFAIRS:

Revenues - Standalone

During the year under review, the Company has recorded
an income of Rs. 6,816.93 Mn and net profit of Rs. 538.53
Mn as compared to sales and other income of Rs. 5,863.96
Mn and net profit of Rs. 562.68 Mn achieved in the previous
financial year.

Revenues - Consolidated

During the year under review, the Company has recorded
an income of Rs. 6,811.45 Mn and net profit of Rs 528.87
Mn as compared to sales and other income of Rs. 5,865.59
Mn and net profit of Rs 561.13 Mn achieved in the previous
financial year.

Business update and state of company''s affairs

The information on Company''s affairs and related
aspects is provided under Management Discussion and
Analysis Report, which has been prepared, inter-alia, in
compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and forms part
of the Annual Report.

Change in the nature of the business, if any

During the period under review and the date of Board''s
Report there was no change in the nature of business
pursuant to inter-alia Section 134 of the Companies Act,
2013 and Companies (Accounts) Rules, 2014

3. RESERVES:

The Closing balance of reserves, including retained earnings,
of the Company as at March 31, 2025 is Rs. 6,999.60 Mn.

4. DIVIDEND:

The Company has decided not to pay any dividend for the
financial year 2024-25 keeping in mind its capex, growth
plans and working capital requirements.

In terms of Regulation 43A of the Securities and Exchange
Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations),
the Dividend Distribution Policy was adopted to set out
parameters and circumstances that will be taken into
account by the Board while determining the distribution of
dividend to the shareholders. The Policy is available on the
website of the Company under the web link https://mtar.in/
policies-related-documents/.

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

There have been no material changes and commitments
affecting the financial position of the Company which
have occurred from the end of Financial Year 2024-25
till the date of this Annual Report except that the
proposal of merger of M/s. Gee Pee Aerospace and Defence
Private Limited ("Transferor Company-1") and M/s. Magnatar
Aerosystems Private Limited ("Transferor Company-2"), the
wholly-owned subsidiary(ies) of the Company with the
Holding Company/ Company i.e. MTAR Technologies Limited
("Transferee Company"), has been approved by the Board
of Directors of respective companies on 22nd May, 2025.
Developments in this regard will be informed to the
stakeholders accordingly.

6. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuance to SEBI Circular No. SEBI/HO/DDHS/
CIR/P/2018/144 dated November 26, 2018, read with
SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/
CIR/2023/172 dated October 19, 2023, the Directors the
Directors confirm that the Company is not defined as a
"Large Corporate" as per the framework provided in the
said Circular. Further, your Company has not raised any
funds by issuance of debt securities.

7. BOARD MEETINGS:

The Board of Directors duly met four (4) times during the
financial year 2024-25 on 28th May 2024, 13th August
2024, 29th October 2024 and 10th February 2025. The
intervening gap between the meetings did not exceed 120
days, as prescribed under the Act and Listing Regulations.
All the meetings were conducted through Physical mode
and option of attending the meeting through audiovisual
means was also given to those directors who could not
attend the meeting physically.

The details of board meetings and the attendance of the
Directors are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

8. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met on 10th February 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the
performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the management and your
Board that is necessary for your Board to effectively and
reasonably perform their duties. The performance of the
aforementioned assesses was found satisfactory.

9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANAGERIAL PERSONNEL:

During the year under review and as on the date of this
annual report following are the changes in the directors and
key managerial personnels as detailed below:

a) Appointments:

Following appointments and/or re-appointments have
taken place during the year:

â¢ Mr. Arun Kumar Ojha was appointed as Chief Commercial
Officer (CCO) of the Company w.e.f. 27.04.2024.

â¢ Ms. Naina Singh was appointed as the Company Secretary,
Compliance Officer and the Nodal Officer of the Company
w.e.f. 01.06.2024.

â¢ Mr. Anushman Reddy was re-appointed owing to retirement
by rotation in the previous Annual General meeting which
was held during the year under the review.

â¢ Mr. G.V. Satish Kumar Reddy was re-appointed owing to
retirement byrotationin the previous Annual General meeting
which was held during the year under the review.

â¢ Mr. Rohit Loka Reddy was appointed as an Additional
Director (Non-Executive Category) of the Company w.e.f.
10.02.2025 who was regularized and appointed as a
Non-Executive Director of the Company w.e.f. 10.02.2025
by way of a resolution passed through postal ballot.

b) Resignations:

The following Resignations have taken place during the year:

â¢ Mr. Shubham Sunil Bagadia had resigned as the Company
Secretary, Compliance Officer and the Nodal Officer of the
Company w.e.f. 31.05.2024.

â¢ Mr. Pusparaj Satpathy had resigned as the Senior
Vice President - Human Resource w.e.f. 16.12.2024.

â¢ Mr. G.V. Satish Kumar Reddy had resigned from the
Company w.e.f. 13.12.2024 as Non-Executive Director of the
Company.

The Board places on record it''s sincere appreciation for the
invaluable contribution made by the above officer(s) during
their tenure.

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

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

10. REVISION OF FINANCIAL STATEMENTS:

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

11. DECLARATION FROM INDEPENDENT DIRECTORS ON
ANNUAL BASIS:

The Company has, inter alia, received the following
declarations from all the Independent Directors as
prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Regulation 16(1)(b) read
with Regulation 25 of the SEBI (LODR), Regulations, 2015
confirming that:

a. they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule IV and
Rules issued thereunder, and the Listing Regulations. There
has been no change in the circumstances affecting their
status as Independent Directors of the Company;

b. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent
Director''s Database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the test
as required in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualifications
of Directors) Rules, 2014.

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

The Board of Directors of the Company has taken on
record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of
the veracity of the same.

12. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee
were approved by the Board of Directors.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

Independent Directors are familiarized about the Company''s
operations and businesses. Interaction with the Business
heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company
is also made to the directors. Direct meetings with the
Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group
practices. The details of the familiarization programme of
the Independent Directors are available on the website
of the Company at the link: https://mtar.in/policies-relat-
ed-documents/ .

14. BOARD EVALUATION:

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

All the Directors participated in the evaluation process. The
results of evaluation were discussed in the Board meeting
held on 10th February 2025. The Board discussed the
performance evaluation reports of the Board, Board
Committees, Individual Directors, and Independent External
Persons. The Board upon discussion noted the suggestions
/ inputs of the Directors. Recommendations arising from
this entire process were deliberated upon by the Board to
augment its effectiveness and optimize individual strengths
of the Directors.

The detailed procedure followed for the performance
evaluation of the Board, Committees and Individual Directors
is enumerated in the Corporate Governance Report.

15. POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the
Board is based on a combination of criterion that includes
ethics, personal and professional stature, domain expertise,
gender diversity and specific qualification required for the
position. The potential Board Member is also assessed on
the basis of independence criteria defined in Section 149(6)
of the Companies Act, 2013 and Regulation 27 of SEBI
(LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act,
2013 and Regulation 19(4) of SEBI (LODR) Regulations,
2015, on the recommendations of the Nomination and
Remuneration Committee, the Board adopted a
remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management. The brief
particulars of the Policy is attached a part of Corporate
Governance Report.

We affirm that the remuneration paid to the
Directors is as per the terms laid down in the Nomination and
Remuneration Policy of the Company.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5)
of the Companies Act, 2013 and on the basis of explanation
given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from
time to time, we state as under:

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

b. That the Directors have selected such accounting policies
and applied them consistently and made judgment and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that period;

c. That the Directors 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;

d. That the Directors have prepared the annual accounts on
a going concern basis:

e. That the Directors 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

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

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

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

Magnatar Aero Systems Private Limited is the wholly
owned subsidiary company of Company incorporated on
04.11.2019 and is non-operational.

Gee Pee Aerospace and Defence Private
Limited, a wholly owned subsidiary of the company
incorporated on 20.06.1988 made a revenue of Rs. 32.43
Mn as on 31.03.2025 and net loss after tax of Rs. 8.60 Mn.

As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014, a
separate statement containing the salient features of the
financial statements of the subsidiary companies is
prepared in Form AOC-1 and is attached as Annexure VIII
and forms part of this report.

19. ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act and
the Companies (Management and Administration)
Rules, 2014, the draft Annual Return for Financial Year
2024-25 is available on the website of the Company
at the link: https://mtar.in/annual-return/. The Annual
General Meeting is proposed to be held on
Thursday, 18th September 2025. The Company shall upload
a copy of final Annual Return for Financial Year 2024-25
as soon it is filed with Registrar of Companies.

20. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

As stipulated under Regulation 34 of the Listing RegulaÂ¬
tions, the Business Responsibility & Sustainability Report
describing the initiatives taken by the Company from an
environmental, social and governance perspective forms
part of this Annual Report and is annexed as Annexure I.

21. AUDITORS:

a. Statutory Auditors

M/s. S.R. Batliboi & Associates., (Firm Registration No.
101049W/E300004), who are the statutory auditors of
the Company, hold office until the conclusion of 26th
Annual General Meeting of the Company to be held in the
year FY 2025-26. Pursuant to the provisions of Sections
139, 142 and other applicable provisions, if any, of the Act
(including any statutory modification or
re-enactment thereof for the time being in force) and the
Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, M/s. S.R. Batliboi & Associates
are proposed to be re-appointed as Statutory Auditors of the

Company for a second term of four years to hold office from
the conclusion of the 26th AGM till the conclusion of the
30th AGM in Financial Year 2029-30, subject to approval of
Members in the ensuing AGM. The necessary resolutions
for re-appointment of M/s. S.R. Batliboi & Associates form
part of the Notice convening the ensuing AGM scheduled to
be held on Thursday, 18th September, 2025. The Company
has in its Notice convening AGM sought approval from the
Members for passing a resolution vide item No. 4 for
the re-appointment of the Statutory Auditors for the
second term.

Statutory Auditors Report

The standalone and the consolidated financial statements
of the Company have been prepared in accordance with
Ind AS notified under Section 133 of the Act. The Statutory
Auditor''s report does not contain any qualifications,
reservations, adverse remarks or disclaimers. The Statutory
Auditors of the Company have not reported any fraud to the
Audit Committee as specified under section 143(12) of the
Act, during the year under review.

The Statutory Auditors were present in the last AGM held on
6th September 2024.

Frauds reported by Statutory Auditors

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

b. Secretarial Auditor

M/s. S.S Reddy & Associates, Practicing Company Secretaries
(UID No. S2008AP101300), were appointed as the
Secretarial Auditors of the Company for a period of 5
(five) consecutive years, commencing from Financial Years
2025-26 to 2029-30, at the Board meeting held on 22nd
May 2025, based on the recommendation of the Audit
Committee, subject to the approval of the Members at
the ensuing AGM of the Company. They will undertake
secretarial audit as required and issue the necessary
secretarial audit report for the aforesaid period in
accordance with the provisions of Section 204 of the
Act and the Companies (Appointment and RemuneraÂ¬
tion of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the Listing Regulations.

They have confirmed that their appointment complies with
the eligibility criteria in terms of Listing Regulations. The
resolution seeking Members'' approval for their
appointment forms part of the Notice under item no. 9.

The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations
and Guidelines and that there were no deviations or
non-compliances. The Secretarial Audit Report is provided
as Annexure-II to this Report.

The Secretarial Audit Report does not contain any
qualifications, reservations or adverse remarks or disclaimers.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report
for the year ended 31st March 2025 on the Compliances
according to the provisions of Section 204 of the Companies
Act, 2013 and has noted that during the year, the company
does not have any reservation, qualification or adverse
remarks.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial Compliance
Report for the Financial year 2024-25 with the Bombay
Stock Exchange Limited and National Stock Exchange of
India Limited, the report was received from a Practicing
Company Secretary and filed within the stipulated time
as specified under Regulation 24A of the SEBI (LODR)
Regulations.

c. Cost Auditor

Your Company maintained the required cost records as
specified by the Central Government under sub-section (1)
of section 148 of the Act.

On the recommendation of the Audit Committee, the
Board of directors appointed M/s Sagar & Associates., Cost
Accountants (Registration No. 000118) as Cost Auditors of
the Company for financial year ending 31st March 2025.
The relevant cost audit reports for FY 2023-24 were filed
within the stipulated time.

The remuneration of Cost Auditors has been approved
by the Board of Directors on the recommendation of
Audit Committee in their respective meetings held on 22nd
May 2025, in terms of the Companies Act, 2013 and Rules
thereunder, and the requisite resolution for ratification of
remuneration of the Cost Auditors by the members has
been set out in item no. 8 of the Notice of 26th Annual
General Meeting of your Company.

Maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is not
applicable to the Company. The Cost Audit Report does not
contain any qualifications, reservations, adverse remarks or
disclaimers.

d. Internal Auditor

The Company had appointed M/s. Seshachalam & Co.,
Chartered Accountants as Internal Auditors of the Company
for the Financial Year 2024-25.

22. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls consistent
with the nature of business and size of the operations, to
effectively provide for safety of its assets, reliability of

financial transactions with adequate checks and balances,
adherence to applicable statues, accounting policies,
approval procedures and to ensure optimum use of
available resources. These systems are reviewed and
improved on a regular basis.

The company has appointed M/s. Pundarikashyam
and Associates, Chartered Accountants to review the
effectiveness of the Internal Financial Controls over
Financial Reporting (ICoFR) of the company for FY 2024-25
and there are no major observations reported in their report.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company has not given loans or made any investments
(except for parking excess funds in FDs with Scheduled
banks, as and when required and provided guarantee to its
Wholly Owned Subsidiary Company) during the year under
review attracting the provisions under section 186 of the
Companies Act, 2013.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:

Our Company has formulated a policy on related party
transactions which is also available on Company''s
website at https://mtar.in/policies-related-documents/. This
policy deals with the review and approval of related party
transactions.

All related party transactions that were entered into during
the financial year 2024-25 were on arm''s length basis and
were in the ordinary course of business. There were no
material significant related party transactions made by the
Company with the Promoters, Directors, Key Managerial
Personnel or the Senior Management which may have a
potential conflict with the interest of the Company at large.

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 III which forms part of this Report.

All related party transactions were placed before the Audit
Committee/Board for approval. Prior approval of the Audit
Committee was obtained for the transactions which are
foreseen and are in repetitive in nature. Members may refer
to note no.36 to the financial statement which sets out
related party disclosures pursuant to IND AS-24.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company
for the year ended 31st March 2025 have been prepared in
accordance with the provisions of Section 129(3) of the
Companies Act and applicable Accounting Standards and
form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with first proviso of

Section 129(3) of the Companies Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a separate statement
containing salient features of the Financial Statements of
Subsidiary Companies in Form AOC-1 as Annexure VIII is
appended to this report, which forms part of the Financial
Statements. The separate Audited Financial Statements in
respect of the Subsidiaries are also available on the website
of the Company at https://mtar.in/financial-information/.

26. NAMES OF THE COMPANIES WHICH HAVE BECOME
OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or
ceased to become its subsidiaries, joint ventures or associate
Company.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO
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, is provided hereunder:

A. Conservation of Energy:

During the Financial Year 2024-25, your Company strived to
imbibe energy conservation principles and initiatives across
all its facilities. The Company has produced in aggregate
1,433,650 kWh units with the help of solar panels.

The other key initiatives across multiple areas are highlighted
below -

HVAC - Your Company has undertaken initiatives such as
Installation of VFD with solenoid valves for Compressor
cooling water system, AC optimum utilization through
installation of timer control units, etc.

Lighting - Similar to last year, your Company has continued
the initiative to replace old lighting fittings with new-age
energy efficient LED fittings within and outside some of
our facilities. The installation of motion sensors at various
locations has helped us to reduce the energy consumption
at various sites.

Awareness Generation - This included improving awareness
amongst employees to switch off major energy
consuming equipment or units when idle as well as employing
an energy review tool and energy balance tool to identify
projects.

Apart from the above initiates, the Company also has a
specific conservation of energy policy with SOPs to be
followed. It is assured that the same are in place and adequate
measures are taken to follow the SOPs.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): During the year the
Company developed Bellows which is part of SOFC power

unit manufactured by the Company instead of procurement
from overseas.

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: INR 4717.34 Mn
Foreign Exchange Outgo: INR 2202.70 Mn

28. COMMITTEES:

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the delegated
authority. The following statutory Committees constituted
by the Board function according to their respective roles
and defined scope:

â¢ Audit Committee of Directors

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Risk Management Committee

Other than above committees, the Company has two other
internal non-statutory committees namely, Management
and Technology Committee.

Details of composition, terms of reference and number
of meetings held for respective Committees are given
in the Report on Corporate Governance, which forms a part
of this Integrated Report.

The Company has adopted a Code of Conduct for its
employees including the Managing Director. In
addition, the Company has adopted a Code of Conduct for its
Non-Executive Directors which includes a Code of Conduct
for IDs, that suitably incorporates the duties of IDs as laid
down in the Act. The same can be accessed at https://mtar.
in/policies-related-documents/. All Senior Management
personnel have affirmed compliance with the Code of
Conduct of the Company.

The Managing Director has also confirmed and certified the
same. The certification is enclosed as Annexure B to Report
on Corporate Governance.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has formulated a Vigil Mechanism / Whistle
Blower Policy pursuant to Regulation 22 of the Listing
Regulations and Section 177(10) of the Act, enabling
stakeholders to report any concern of unethical behavior,
suspected fraud or violation.

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

During the year under review, no stakeholder was denied

The policy is available on the website of the Company at
https://mtar.in/policies-related-documents/.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS
REPORT:

The company has attracted the provisions of
Corporate Social Responsibility u/s 135 of Companies Act,

2013 and accordingly has formed the CSR committee to
foresee the CSR activities, adopted the CSR policy and also
created a separate bank account exclusively for CSR. The
Corporate Social Responsibility Report is enclosed as
Annexure IV. Details of the CSR policy of the Company
are available on our website https://mtar.in/policies-relat-
ed-documents/.

In terms of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,

2014 as amended ("CSR Rules") and in accordance with the
CSR Policy, during the financial year 2024-25, your Company
has spent Rs. 2,00,00,000/- while the total obligation
was Rs. 1,97,56,000/- (representing 2 % of the average net
profit for the past the three financial years, being FY 2021-22,
FY 2022-23 and FY 2023-24). The Company has spent an
amount of Rs. 2,44,000/- in excess of the obligation of Rs.
1,97,56,000/- for the financial year 2024-25 which would
be available to be set off in the subsequent three Financial
Years.

Corporate Social Responsibility continues to be the core
value of your Company embedded in the core value of
caring, which focuses on ''serving and improving the
communities in which we live.'' The major areas of activities
undertaken by the Company are Education, employment
enhancing vocational skills, Art & Culture, Health Care
Centers and voluntary support.

31. PUBLIC DEPOSITS:

Your Company has not accepted any deposits under
Chapter V of the Companies Act, 2013 read with the Rule
8(v) of Companies (Accounts) Rules 2014, during the
financial year under review.

Details of deposits not in compliance with the
requirements of the Act:

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

Pursuant to the Ministry of Corporate Affairs (MCA)
notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the
Company has filed with the Registrar of Companies (ROC)
requisite returns in Form DPT-3 for outstanding receipt of
money/loan by the Company, which is not considered as
deposits.

32. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961 :

The Company declares that it has duly complied with the
provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave
period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The
Company remains committed to fostering an inclusive
and supportive work environment that upholds the rights
and welfare of its women employees in accordance with
applicable laws.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS
/ REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the
regulators /courts that would impact the going concern
status of the Company and its future operations.

34. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company
are adequate. The Company maintains appropriate system
of internal control, including monitoring procedures, to
ensure that all assets are safeguarded against loss from
unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and
balances, and are meant to ensure that all transactions are
authorized, recorded and reported correctly.

During the period under review, there is no material
observations have been noticed for inefficiency or
inadequacy of such controls by the internal control auditor
M/s. Pundarikashyam and Associates.

Further, details of internal financial control and its adequacy
are included in the Management Discussion and Analysis
Report which is appended as Annexure V and forms part
of this Report.

35. INSURANCE:

The properties and assets of your Company are adequately
insured.

36. CREDIT & GUARANTEE FACILITIES:

The Company has availed Working Capital and Term Loan
facilities from State Bank of India, HDFC Bank, ICICI Bank
Limited, Union Bank of India and Export-Import Bank of
India and appointed SBICAP Trustee Company Limited as
custodian of all security documents under Multiple Banking
arrangements.

37. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing
process within the Organization. The Company has a
robust risk management framework to identify, monitor
and minimize risks and also to identify business opportunities.
As a process, the risks associated with the business are
identified and prioritized based on severity, likelihood and
effectiveness of current detection. Such risks are reviewed
by the senior management periodically.

Risk Management Committee of your Company assists
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, other risks have
been identified and assessed, and there is an adequate risk
management infrastructure in place capable of addressing
those risks. The development and implementation of risk
management policy has been covered in the Management
Discussion and Analysis, which forms part of this Report.

38. SHARE CAPITAL:

During the year under review and as on the date of the
report, there was no change in the authorised share capital
of the Company which stands at Rs.66,00,00,000/- (Rupees
Sixty-Six Crores Only) divided into 6,60,00,000 (Six Crore
Sixty Lakhs Only) equity shares of Rs.10/- (Rupees Ten Only)
each.

Further during the year under review and as on the date
of this report there was no change in the paid-up share
capital and the subscribed capital of the Company which
standsatRs.30,75,95,910/-(RupeesThirtyCores Seventy-Five
Lakhs Ninety-Five Thousand Nine Hundred and Ten Only)
divided into 3,07,59,591 (Three Crores Seven Lakhs Fifty-Nine
Thousand Five Hundred and Ninety-One Only) equity shares
of Rs.10/- (Rupees Ten Only) each.

39. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

The Company has implemented all of its major
stipulations as applicable to the Company. As stipulated
under Regulation 34 read with schedule V of SEBI (LODR)
Regulations, 2015, a report on Corporate Governance duly
audited is appended as Annexure VI for information of
the Members. A requisite certificate from the Secretarial
Auditors of the Company confirming compliance with the
conditions of Corporate Governance is attached to the
Report on Corporate Governance.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report,
pursuant to the SEBI (LODR) Regulation provides an
overview of the affairs of the Company, its legal status and

autonomy, business environment, mission & objectives,
sectoral and segment-wise operational performance,
strengths, opportunities, constraints, strategy and risks and
concerns, as well as human resource and internal control
systems is appended as Annexure V for information of the
members.

41. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain
policies for all listed companies.

All the policies are available on our website https://mtar.in/
policies-related-documents/.

42. ENVIRONMENTS AND HUMAN RESOURCE
DEVELOPMENT:

Your Company always believes in keeping the environment
pollution free and is fully committed to its social
responsibility. The Company has been taking utmost care in
complying with all pollution control measures from time to
time strictly as per the directions of the Government.

43. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

44. STATUTORY COMPLIANCE:

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

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

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

The Board constituted its Internal Complaints Committee
(ICC) to protect against sexual harassment of women at
the workplace and for the prevention and redressal of
complaints of sexual harassment and for matters connected
therewith or incidental thereto.

Name	Designation
J. Srilekha	Presiding Officer
Naina Singh	Member
Ajayinder Talari	Member
Dr. Mahtab Bamji	External Member

All employees are covered under this policy. However,
during the reporting period, the ICC received no complaints
and no cases were pending for more than Ninety (90) days.

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

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

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

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

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and
Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration of each
Director to the median remuneration of the employees is
as follows.

Director	Total	Ratio to Median
	Remuneration (Mn.)	Remuneration
P. Srinivas Reddy	40.02	1:69
A. Praveen Kumar Reddy	12.77	1:22
Anushman Reddy	18.97	1:32

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

Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 as amended from time to time,
the Company has formulated a Code of Conduct for
Prevention of Insider Trading ("Insider Trading Code") and a
Code of Practices and Procedures for fair disclosure of
Unpublished Price Sensitive Information ("UPSI").
The Code of Practices and Procedures for fair disclosure of
UPSI is available on the website of the Company at https://
mtar.in/policies-related-documents/.

49. DECLARATION FROM DIRECTORS:

None of the Directors of the Company are disqualified
from being appointed as Directors as specified under
Section 164(1) and 164(2) of the Act read with Rule 14(1)
of the Companies (Appointment and Qualifications of
Directors) Rules,2014 (including any statutory modification(s)
and/or re-enactment(s) thereof for the time being in
force) or are debarred or disqualified by the Securities and
Exchange Board of India ("SEBI"), Ministry of Corporate
Affairs ("MCA") or any other such statutory authority.

All members of the Board and Senior Management have
affirmed compliance with the Code of Conduct for Board
and Senior Management for the financial year 2024-25.
The Company had sought the following certificates from an
independent and reputed Practicing Company Secretaries
Firm confirming that:

a. none of the Director on the Board of the Company has
been debarred or disqualified from being appointed and/or
continuing as Directors by the SEBI/MCA or any other such
statutory authority.

b. independence of the Directors of the Company in terms
of the provisions of the Act, read with Schedule IV and Rules
issued thereunder and the Listing Regulations.

50. EVENT BASED DISCLOSURES:

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option schem:NA

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

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

8. Transfer of shares: Yes

51. CORPORATE INSOLVENCY RESOLUTION PROCESS
INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC):

No corporate insolvency resolution processes were
initiated against the Company under the Insolvency and
Bankruptcy Code, 2016, during the year under review.

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

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

53. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the MD/CFO certification is attached as
Annexure C to the Corporate Governance Report.

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

None of the Independent / Non-Executive Directors has any
pecuniary relationship or transactions with the Company
which in the Judgment of the Board may affect the
independence of the Directors other than sitting fee, and
reimbursement of expenses.

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

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

56. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

57. CREDIT RATING:

The ICRA has reaffirmed the credit rating and has awarded
A (Stable) for long term rating and A1 credit rating for short
term fund based for the bank credit facilities obtained by the
Company. ICRA (A) Credit Rating implies that the Securities
with this rating are considered to have adequate
degree of safety regarding timely servicing of financial
obligations. Such securities carry low credit risk. The rating
reflects ICRA''s expectations that the company''s operational
and financial profile will continue to improve backed by its
expanding order book position and scale, and it will maintain
healthy profit margins as it is the key supplier for many of
the products manufactured by it.

58. AGREEMENTS/MOU ENTERED BY THE COMPANY:

During the period under review, the Company has not
entered into any MOU. However, the Company has entered
into an agreement with Israel Aerospace Industries Ltd.,
Thales Global Services SAS and GKN Westland Aerospace
Inc.

59. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation
of the contribution made by the employees at all levels, to
the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation
of business constituents, banks and other financial
institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board of
MTAR Technologies Limited

Sd/- Sd/

Subbu Venkata Rama Behara P. Srinivas Reddy

Chairman Managing Director

(DIN: 00289721) (DIN: 00359139)

Place: Hyderabad
Date: 05.08.2025

Mar 31, 2024

The Board of Directors take pleasure in presenting the Twenty-Fifth Annual Report including inter-alia Directors'' Report, its annexures and audited financial statements (including standalone and consolidated financial statements along with respective Auditors'' Report thereon) for the year ended 31st March 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:			(Amount in Rs. Mn)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	5800.33	5733.47	5807.52	5737.51
Other Income	63.63	197.02	58.07	194.77
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1180.35	1736.64	1185.09	1734.51
Less: Depreciation/ Amortisation/ Impairment	226.42	182.71	231.63	186.61
Profit /loss before Finance Costs, Exceptional items and Tax Expense	953.93	1553.93	953.46	1547.90
Less: Finance Costs	221.71	145.02	223.09	145.67
Profit /loss before Exceptional items and Tax Expense	732.22	1408.91	730.37	1402.23
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	732.22	1408.91	730.37	1402.23
Less: Tax Expense (Current & Deferred)	169.54	368.16	169.24	368.04
Profit /loss for the year (1)	562.68	1040.75	561.13	1034.19
Total Comprehensive Income/loss (2)	0.85	30.27	0.85	30.27
Total (1 2)	563.53	1010.48	561.98	1003.92
Balance of profit /loss for earlier years	0	0	0	0
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	0	0	0	0
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	0	0	0	0

2. REVIEW OF OPERATIONS:

Revenues - Standalone

During the year under review, the Company has recorded an income of Rs. 5,863.96 Mn and net profit of Rs. 562.68 Mn as compared to sales and other income of Rs. 5,930.49 Mn and net profit of Rs. 1040.75 Mn achieved in the previous financial year.

Revenues - Consolidated

During the year under review, the Company has recorded an income of Rs. 5,865.59 Mn and net profit of Rs 561.13 Mn as compared to sales and other income of Rs. 5,932.28 Mn and net profit of Rs 1,034.19 Mn achieved in the previous financial year.

3. BUSINESS UPDATE AND STATE OF COMPANY''S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

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

During the period under review and the date of Board''s Report there was no change in the nature of business pursuant to inter-alia Section 134 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014.

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at 31st March 2024 is Rs. 6,464.06 Mn.

6. DIVIDEND

The Company has not paid any dividend during the year under review.

In terms of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations), the Dividend Distribution Policy was adopted to set out parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to the shareholders. The Policy is available on the website of the Company under the web link https:// www.mtar.in/investor-relations/corporate-governance/pol-icies-related-documents/

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

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year 2023-24 of the Company to which the financial statements relate and the date of the Annual Report.

8. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY

Pursuance to SEBI Circular No. SEBI/HO/DDHS/

CIR/P/2018/144 dated November 26, 2018, read

with SEBI Circular No. SEBI/HO/DDHS/DDHS-

RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors the Directors confirm that the Company is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not raised any funds by issuance of debt securities.

9. BOARD MEETINGS:

The Board of Directors duly met four (04) times during the financial year from 1st April 2023 to 31st March 2024.

The dates on which the meetings were held are 17^th May 2023, 10^th August 2023, 08^th November 2023, and 13^th February 2024. All the meetings were conducted through Physical mode and arrangement for Audio visual means was also made for those directors who could not attend the meeting physically.

10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANAGERIAL PERSONNEL AND OTHER RELEVANT INFORMATION:

a) Appointments:

Following re-appointments have taken place during the year:

S. No	Name of the Director/KMP	Designation	Date
1.	Mr. P Srinivas Reddy	Managing Director	08.11.2021
2	Mr. B V R Subbu	Independent Director	05.12.2023
3	Mr. A Krishna Kumar	Independent Director	05.12.2023
4	Mrs. Ameeta Chatterjee	Independent Director	05.12.2023
5	Mr. U C Muktibodh	Independent Director	05.12.2023
6	Mr. V G Sekaran	Independent Director	05.12.2023

â¢ Mr. Raja Shekar Bollampally, Chief Operating Officer (COO) of the Company has been appointed w.e.f. 03.05.2023.

â¢ Mr. Arun Kumar Ojha, Chief Commercial Officer (CCO) of the Company has been appointed w.e.f. 27.04.2024.

â¢ Ms. Naina Singh has been appointed as the Company Secretary, Compliance Officer and the Nodal Officer of the Company w.e.f. 01.06.2024.

b) Resignations:

Following Resignations have taken place during the year:

S.	Name of the	Designation	Date
No	Director/KMP
1.	Mr. Shubham Sunil Bagadia	Company Secretary, Compliance Officer	31.05.2024
	Mr. Shubham Sunil Bagadia	and the Nodal Officer

The Board places on record their appreciation for the invaluable contribution made by the above director and officer(s) during their tenure.

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

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

11. REVISION OF FINANCIAL STATEMENTS

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

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

c. they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

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

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

13. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/ its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://www.mtar.in/investor-relations/corporate-gover-nance/policies-related-documents/.

15. BOARD EVALUATION

Performance of the Board and Board Committees was evaluated on various parameters such as structure,

composition, diversity, experience, corporate

governance competencies, performance of specific

duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual

Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 13th February 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

16. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That the Directors 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;

d. That the Directors have prepared the annual accounts on a going concern basis:

e. That the Directors 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

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

18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

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

Magnatar Aero Systems Private Limited is the wholly owned subsidiary Company of Company incorporated on 04.11.2019 and is non-operational.

Gee Pee Aerospace and Defence Private Limited, a wholly owned subsidiary of the Company incorporated on 20.06.1988 made a revenue of Rs. 51.4 Mn as on 31.03.2024 and net loss after tax of Rs. 0.2 Mn.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure VIII and forms part of this report.

20. ANNUAL RETURN:

As per the requirement under Section 92(3) of the Companies Act, 2013, the draft Annual Return for Financial Year 2023-24 is available on the website of the Company at the link: https://www.mtar.in/investor-relations/annual-return/. The Annual General Meeting is proposed to be held on 6th September 2024. The Company shall upload a copy of Annual Return for Financial Year 2023-24 as soon it has filed the said Annual Return with Registrar of Companies.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report and is annexed as Annexure I.

22. AUDITORS

a. Statutory Auditors

The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for appointment of M/s. S.R. Batliboi & Associates., (Firm Registration No. 101049W/E300004) as Statutory Auditors of the Company for a period of 5 years in the AGM held on 30.09.2020 to hold office up to the conclusion of 26th Annual General Meeting of the Company to be held in the year FY 2025-26.

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended 31st March 2024 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. S.S Reddy & Associates, Practicing Company Secretaries has undertaken Secretarial Audit of the Company for financial year ending 31st March 2024.

The report of the Secretarial Auditor is enclosed herewith vide Annexure II of this Report.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended 31st March 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the Company does not have any reservation, qualification or adverse remarks.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial Compliance Report for the Financial year 2023-24 with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, the report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

c. Cost Auditor

Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

On the recommendation of the Audit Committee, the Board of directors appointed M/s Sagar & Associates., Cost Accountants (Registration No. 000118) as Cost Auditors of the Company for financial year ending 31st March 2024. The relevant cost audit reports for FY 2022-23 were filed within the stipulated time and the cost audit report for FY 2023-24 will also be filed within the timeline.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder, and the requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 25th Annual General Meeting of your Company.

d. Internal Auditor

The Company had appointed M/s. Seshachalam & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2023-24.

23. FRAUDS REPORTED BY STATUTORY AUDITORS

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

24. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls consistent with the nature of business and size of the operations,

to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

The Company has appointed M/s. Pundarikashyam and Associates, Chartered Accountants to review the effectiveness of the Internal Financial Controls over Financial Reporting (ICoFR) of the Company for FY 2023-24 and there are no major observations reported in their report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given loans or made any investments (except for parking excess funds in FDs with Scheduled banks, as and when required and provided guarantee to its Wholly Owned Subsidiary Company) during the year under review attracting the provisions under section 186 of the Companies Act, 2013.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Our Company has formulated a policy on related party transactions which is also available on Company''s website at https://www.mtar.in/investor-relations/corporate-gover-nance/policies-related-documents/. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year 2023-24 were on arm''s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

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 III which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 36 to the financial statement which sets out related party disclosures pursuant to IND AS-24.

27. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the year ended 31st March 2024 have been prepared in accordance with the provisions of Section 129(3) of the Companies Act and applicable Accounting Standards and form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first proviso of

Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Companies in Form AOC-1 as Annexure VIII is appended to this report, which forms part of the Financial Statements. The separate Audited Financial Statements in respect of the Subsidiaries are also available on the website of the Company at https://www.mtar.in/.

28. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.

29. DISCLOSURE OF PARTICULARS WITH RESPECT TO 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, is provided hereunder:

A. Conservation of Energy:

During the Financial Year 2023-24, your Company strived to imbibe energy conservation principles and initiatives across all its facilities. The Company has produced in aggregate 13,63,648 units with the help of solar panels.

The other key initiatives across multiple areas are highlighted below -

HVAC - Your Company has undertaken initiatives such as Installation of VFD with solenoid valves for Compressor cooling water system, AC optimum utilization through installation of timer control units, etc.

Lighting - Similar to last year, your Company has continued the initiative to replace old lighting fittings with new-age energy efficient LED fittings within and outside some of our facilities. The installation of motion sensors at various locations has helped us to reduce the energy consumption at various sites.

Awareness Generation - This included improving awareness amongst employees to switch off major energy consuming equipment or units when idle as well as employing an energy review tool and energy balance tool to identify projects.

Apart from the above initiates, the Company also has a specific conservation of energy policy with SOPs to be followed. It is assured that the same are in place and adequate measures are taken to follow the SOPs.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): During the year the Company developed Bellows which is part of SOFC power unit manufactured by the Company instead of procurement from overseas.

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: INR 5,140 Mn Foreign Exchange Outgo: INR 2,915.7 Mn

30. COMMITTEES

(I) . AUDIT COMMITTEE

The Company has constituted an Audit Committee which is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee of the Company in line with the provisions of Regulation 20 of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.

(IV) . RISK MANAGEMENT COMMITTEE

associated with the business operations is identified and risk mitigation plans have been put in place and has constituted a Risk Management Committee of the Board. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance Policy.

(V) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted Corporate Social Responsibility Committee of the Company in line with the provisions of Section 135 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.

(VI) COTHER COMMITTEE

Other than the above committees, the Company has two other internal non-statutory committees namely management and technology committee.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation.

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

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

The policy is available on the website of the Company at https://www.mtar.in/investor-relations/corporate-gover-nance/policies-related-documents/.

32. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT

The Company has attracted the provisions of Corporate Social Responsibility u/s 135 of Companies Act, 2013 and accordingly has formed the CSR committee to foresee the CSR activities, adopted the CSR policy and also created a separate bank account exclusively for CSR. The Corporate Social Responsibility Report is enclosed as Annexure IV. Details of the CSR policy of the Company are available on our website https://www.mtar.in/investor-relations/corpo-rate-governance/policies-related-documents/.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2023-24, your Company has spent Rs. 2,06,55,280/- while the total obligation is Rs. 1,82,41,297/- (representing 2 % of the average net profit for the past the three financial years, being FY 2020-21, FY 2021-22 and FY 2022-23). The Company has spent an amount of Rs. 24,13,983/- in excess of the obligation of Rs. 1,82,41,297/- for the year 2023-24 which would be available to be set off in the subsequent three Financial Years.

Corporate Social Responsibility continues to be the core value of your Company embedded in the core value of caring, which focuses on ''serving and improving the communities in which we live.'' The major areas of activities undertaken by the Company are Education, employment enhancing vocational skills, Art & Culture, Health Care Centers and and voluntary support.

33. PUBLIC DEPOSITS:

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

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

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

35. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material observations have been noticed for inefficiency or inadequacy of such controls by the internal control auditor M/s. Pundarikashyam and Associates.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure V and forms part of this Report.

36. INSURANCE

The properties and assets of your Company are adequately insured.

37. CREDIT & GUARANTEE FACILITIES

The Company has availed Working Capital and Term Loan facilities from State Bank of India, HDFC Bank, ICICI Bank Limited, Union Bank of India and Export-Import Bank of India and appointed SBICAP Trustee Company Limited as custodian of all security documents under Multiple Banking arrangements.

37. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically.

Risk Management Committee of the Board of Directors of your Company assists 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, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

39. SHARE CAPITAL

The authorized share capital of the Company stands at Rs.66,00,00,000/- divided into 6,60,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company stands at Rs. 30,75,95,910/- divided into 3,07,59,591 equity shares of Rs.10/- each.

40. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

41. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human

resource and internal control systems is appended as Annexure V for information of the members.

41. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.

All the policies are available on our website https://www. mtar.in/investor-relations/corporate-governance/poli-cies-related-documents/.

43. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

44. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

45. STATUTORY COMPLIANCE:

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

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

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

The Board constituted its Internal Complaints committee (ICC) to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

Constitution of Committee:
Name	Designation
J. Srilekha	Presiding Officer
Pusparaj Satpathy	Member
Nidhi Priya	Member
D Nirmala Rani	External Member

All employees are covered under this policy. During the financial year 2023-24, there were no complaints received by the Committee.

47. STATEMENT SHOWING THE NAMES OF

THE TOP TEN EMPLOYEES IN TERMS OF

REMUNERATION DRAWN AND THE NAME OF

EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT & REMUNERATION)

RULES, 2014:

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

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

Annexure VII (b).

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

48. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of each Director to the median remuneration of the employees is as follows.

Director	Total	Ratio to Median
	Remuneration (Mn.)	Remuneration
P. Srinivas Reddy	30.02	1:0:02
Anushman Reddy	9.94	1:0:05
Praveen Kumar Reddy	7.53	1:0:07

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

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI"). The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www.mtar.in/investor-relations/corporate-governance/pol-icies-related-documents/.

50. DECLARATION FROM DIRECTORS

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2023-24. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that:

a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.

b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.

51. EVENT BASED DISCLOSURES:

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option schem:NA

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

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

8. Transfer of shares: Yes

52. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

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

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

54. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached as Annexure C to the Corporate Governance Report.

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

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than sitting fee, and reimbursement of expenses.

56. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE Company:

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

57. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

58. CREDIT RATING:

The Company has been awarded A (Stable) credit rating for long term rating and short term fund based for its bank credit facilities by ICRA. The rating reflects ICRA''s expectations that the Company''s operational and financial profile will continue to improve backed by its expanding order book position and scale, and it will maintain healthy profit margins as it is the key supplier for many of the products manufactured by it.

59. AGREEMENTS/MOU ENTERED BY THE Company:

During the period under review, the Company has not entered any agreement or MOU.

60. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

Mar 31, 2023

Your Directors have pleasure in presenting the 24th Directors'' Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2023

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been provided as under:

(Amount in Rs. Mn)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	5733.47	3,220.06	5,737.51	3,220.06
Other Income	197.02	87.53	194.77	87.53
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1539.62	944.33	1539.74	944.26
Less: Depreciation/ Amortisation/ Impairment	182.71	143.10	186.61	143.10
Profit /loss before Finance Costs, Exceptional items and Tax Expense	1356.91	801.23	1353.13	801.16
Less: Finance Costs	145.02	66.49	145.67	66.49
Profit /loss before Exceptional items and Tax Expense	1408.91	822.27	1402.23	822.20
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	1408.91	822.27	1402.23	822.20
Less: Tax Expense (Current & Deferred)	368.16	213.46	368.04	213.46
Profit /loss for the year (1)	1040.75	608.81	1,034.19	608.74
Total Comprehensive Income/loss (2)	(30.27)	5.82	(30.27)	5.82
Total (1 2)	1010.48	614.63	1003.92	614.56
Balance of profit /loss for earlier years	1,675.94	1,245.87	1,675.70	1,245.70
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	0	184.56	0	184.56
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	2,686.42	1,675.94	2,679.62	1,675.70

2. REVIEW OF OPERATIONS:

Revenues - Standalone

During the year under review, the Company has recorded a total income of Rs. 5,930.49 Mn and net profit of Rs 1040.75 Mn as compared to a total income of Rs. 3,307.59 Mn and net profit of Rs. 608.81 Mn achieved in the previous financial year.

Revenues - Consolidated

During the year under review, the Company has recorded a total income of Rs. 5932.28 Mn and a net profit of Rs 1,034.19 Mn as compared to

total income of Rs. 3,307.59 Mn and net profit of Rs. 608.74 Mn achieved in the previous financial year.

9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANAGERIAL PERSONNEL AND OTHER RELEVANT INFORMATION:

a) Appointments:

S. No	Name of the Director/KMP/ Officer	Designation		Date
1.	Mr. Anushman Reddy	Whole Time Director		09.08.2022
2.	Mr. A. Praveen Kumar Reddy	Whole Time Director		09.08.2022
3.	Mr. Raja Shekar Bollampally	Chief Operating Officer		03.05.2023
b) Resignations:
S. No	Name of the Director/KMP/ Officer		Designation	Date
1.	Mr. Mathew Cyriac		Nominee Director	10.05.2022
2.	Mr. Devesh Dhar Dwivedi		Chief Operating Officer	24.01.2023
3.	Mr. Nagarajan Vedachalam		Independent Director	09.02.2023

3. BUSINESS UPDATE AND STATE OF COMPANY''S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

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

During the period under review and the date of Board''s Report there was no change in the nature of Business. However, the Company has undetaken design and development of Small Satellite Launch Vehicle (SSLV) during this year.

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2023 is Rs.5900.53 in Millions.

6. DIVIDEND

The Company has not paid any dividend during the year.

In terms of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations), the Dividend Distribution Policy was adopted to set out parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to the shareholders. The Policy is available on the website of the Company under the weblink mtar.in/inves-tor-relations/corporate-governance/policies-related-docu-ments/

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

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

8. BOARD MEETINGS:

The Board of Directors duly met six (06) times during the financial year from 1st April 2022 to 31st March 2023. The dates on which the meetings were held are 10th May 2022, 24th May 2022, 09th August 2022, 02nd November 2022, 21st December 2022 and 09th February 2023. All the meetings were conducted through Physical mode and arrangement for Audio visual means was also made for those directors who didn''t attend the meeting by physical mode during the FY 2022-23.

The Board places on record their appreciation for the invaluable contribution made by the above director and officer(s) during their tenure.

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

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

10. REVISION OF FINANCIAL STATEMENTS

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

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar

and have included their names in the data-bank of Independent Directors within the statutory timeline.

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

In terms of Regulation 25(8) of the SEBI (LODR), Regulations, 2015, the Independent Directors have confirmed that they are not aware of any

circumstance or situation, which exists or may be reasonably anticipated, that could impair or

impact their ability to discharge their duties with

an objective independent judgement and without any external influence.

During the year, Independent Directors of the

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

12. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit

Committee were approved by the Board of Directors.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link : https://mtar.in/

14. BOARD EVALUATION

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

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

stakeholders and independent judgement. All the Directors were subjected to evaluation.

The Board discussed the performance evaluation reports of the Board, Board Committees and Individual Directors. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

15. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as a part of Corporate Governance Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. That the Directors 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;

d. That the Directors have prepared the annual accounts on a going concern basis:

e. That the Directors 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

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

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund

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

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be

transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

18. INFORMATION ABOUT THE FINANCIAL

PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

Magnatar Aero Systems Private Limited is the wholly owned subsidiary Company of Company incorporated on 04.11.2019 and is non-operational.

MTAR has acquired 100% stake in Gee Pee Aerospace and Defence Private Limited on 02nd June 2022 by entering into Share Purchase Agreement, making it a wholly owned subsidiary which was incorporated on 20.06.1988.

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure -IX and forms part of this report.

19. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014, an extract of annual return is a part of this Annual Report also disclosed on the website www.mtar.in.

20. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per stipulated under Regulation 34 of the SEBI (LODR), Regulations, 2015, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report and is annexed as Annexure I

21. AUDITORS

a. Statutory Auditors

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2023 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. S.S Reddy & Associates, Practicing Company Secretaries has undertaken Secretarial Audit of the Company for financial year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the Company does not have any reservation, qualification or adverse remarks.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial Compliance Report for the year 2022-23 with the BSE Ltd and National Stock Exchange of India Limited, The report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.

c. Cost Auditor

Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

On the recommendation of the Audit Committee, the Board of Directors appointed M/s Sagar & Associates., Cost Accountants (Registration No. 000118) as Cost Auditors of the Company for financial year ending 31st March 2023. The relevant cost audit reports for FY2021-22 were filed within the stipulated timeline and the cost audit report for FY2022-2023 will also be filed within the timeline.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 24th Annual General Meeting of your Company

d. Internal Auditor

The Company has appointed M/s. Seshachalam & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2022-23.

22. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

23. INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given loans, Guarantees or made any investments (except for parking excess funds in FDs with Scheduled banks, as and when required) during the year under review attracting the provisions under section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company''s website at https://mtar.in/. This policy deals with the review and approval of related party transactions.

All related party transactions that entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

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 III which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in

repetitive in nature.

26. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the year ended March 31, 2023

have been prepared in accordance with the provisions of Section 129(3) of the Companies Act and applicable Accounting Standards and form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first provision of Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of each Subsidiary Companies in Form AOC-1 is appended to this report, which forms part of the Financial Statements. The separate Audited Financial Statements in respect of the Subsidiary are also available on the website of the Company at www.mtar.in.

27. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no Company has become or ceased to be its subsidiaries, joint ventures or associate Company.

However, the company has acquired 100% stake in Gee Pee Aerospace and Defence Private Limited on 02nd June 2022 by entering into Share Purchase Agreement, making it a wholly owned subsidiary.

28. DISCLOSURE OF PARTICULARS WITH RESPECT TO 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, is provided hereunder:

A. Conservation of Energy:

During the Financial Year 2022-23, your Company strived to imbibe energy conservation principles and initiatives across all its facilities. The other key initiatives across multiple areas are highlighted below -

HVAC - Your Company has undertaken initiatives such as Installation of VFD with solenoid valves for Compressor cooling water system, AC optimum utilization through installation of timer control units, etc.

Lighting - Similar to last year, your Company has continued the initiative to replace old lighting

fittings with new-age energy efficient LED fittings within and outside some of our facilities. The installation of motion sensors at various locations has helped us to reduce the energy consumption at various sites.

Awareness Generation - This included improving awareness amongst employees to switch off major energy consuming equipment or units when idle as well as employing an energy review tool and energy balance tool to identify projects.

Apart from the above initiates, the Company also has a specific conservation of energy policy with SOPs to be followed. It is assured that the same are in place and adequate measures are taken to follow the SOPs.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): During the year the Company developed Bellows which is part of SOFC power unit manufactured by the Company instead of procurement from overseas.

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 4,506.28 Mn.

Foreign Exchange Outgo: Rs. 3,035.17 Mn.

29. COMMITTEES

(I) . AUDIT COMMITTEE

The Company has constituted an Audit Committee which is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee of the Company in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(IV) . RISK MANAGEMENT COMMITTEE

The Company had been undertaking the activity of identifying key business and sustainability risks and taking actions to mitigate such risks from time to time. The matters related to risks and their management has been shared with the Board of Directors from time to time. The Company has put in place a Risk management Policy and has constituted a Risk Management Committee of the Board. The details of constitution of the CommitteeanditstermsofreferencearesetoutintheReporton Corporate Governance. The Company has formulated a Risk Management Policy under which various risks associated with the business operations is identified and risk mitigation plans have been put in place.

Risk Management Committee of the Board of Directors of your Company assists 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, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks.

(V) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted Corporate Social Responsibility Committee of the Company in

line with the provisions of Section 135 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(VI) OTHER COMMITTEES

Other than the above committees, the Company has two other internal non-statutory committees namely Management and Technology Committee.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

The policy is available on the website of the Company at www.mtar.in

31. CORPORATE SOCIAL RESPONSIBILITY (CONTENTS OF CSR POLICY)

The Company has attracted the provisions of Corporate Social Responsibility u/s 135 of Companies Act, and accordingly has formed the CSR committee to foresee the CSR activities, adopted the CSR policy and also created a separate bank account exclusively for CSR. The Corporate Social Responsibility Report is enclosed as Annexure IV.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2022-23, your Company has spent Rs. 1,17,00,000/- while the total obligation was Rs. 1,17,28,770/- (representing 2 % of the average net profit for the past the three financial years, being FY FY 19-20, FY 20-21 and FY 2021-22). The Total obligation after set off of excess amount of Rs. 1,61,013/- from previous year is 1,15,67,757/-. Areas of Activities taken by the Company were Education, Child Care Centers, Art & Culture, Health Care Centers, voluntary support.

The excess amount of approximately Rs. 1,32,243/- will be set off against the CSR amount to be spent in the subsequent Financial Years.

32. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of

Companies (Accounts) Rules 2014, during the financial year under review and hence there has been no non-compliance with the requirements of the Act.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any

deposits during the Financial Year ended March 31, 2023, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company shall file with the Registrar of Companies (ROC) requisite returns within the

stipulated time in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations

34. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and

balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is

appended as Annexure V and forms part of Report.

35. INSURANCE

The properties and assets of your Company are adequately insured.

36. CREDIT & GUARANTEE FACILITIES

The Company has availed Working Capital facilities, Bank Guarantees, LCs and Term Loan from HDFC Bank, Export-Import Bank of India and State Bank of India.

37. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

38. SHARE CAPITAL

The authorized share capital of the Company stands at Rs.66,00,00,000/- divided into 6,60,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company stands at Rs. 30,75,95,910/- divided into 3,07,59,591 equity shares of Rs.10/- each.

39. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its

major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure VI for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment,

mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities,

constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure V for information of the Members.

41. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the

formulation of certain policies for all listed

companies. All the policies are available on our website www.mtar.in

42. ENVIRONMENTS AND HUMAN RESOURCE

DEVELOPMENT:

Your Company always believes in keeping the

environment pollution free and is fully

committed to its social responsibility. The

Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

43. SECRETARIAL STANDARDS:

The Company has devised proper systems to

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

44. STATUTORY COMPLIANCE:

The Company has complied with the required

provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace

(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (IC) has been set up to redress complaints received regarding sexual

harassment.

The Board in its meeting held on 09th August 2022 has reconstituted its Internal Complaints committee (ICC) to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

Constitution of Committee:

Name	Designation
J. Srilekha	Presiding Officer
Pusparaj Satpathy	Member
Nidhi Priya*	Member
D Nirmala Rani**	External Member
*Appointed w.e.f 09.08.2022 Resigned w.e.f. 05.11.2022

All employees are covered under this policy. During the year 2022-2023, there were no complaints received by the Committee.

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

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

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

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

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act,

2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration to each director is mentioned in Annexure VII (a)

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

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www.mtar.in

49. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2023.

50. SECRETARIAL COMPLIANCE

The Company is in compliance with the applicable secretarial compliances.

51. EVENT BASED DISCLOSURES

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option schem:NA

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

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

52. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

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

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

54. MD & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD & CFO certification is attached with the annual report as Annexure VIII.

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

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than sitting fee, commission and reimbursement of expenses.

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

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

57. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

58. CREDIT RATING:

The Company has been awarded A (Stable) credit rating for its long-term fund based/CC/TL and A1 for short term fund based/CC/TL by ICRA. The rating reflects ICRA''s expectations that the Company''s operational and financial profile will continue to improve backed by its expanding order book position and scale, and it will maintain healthy profit margins as it is the key supplier for many of the products manufactured by it.

The Company also assigned by CRISIL A-/Stable long-term rating and A2 for short term rating. The rated instrument reflects strong degree of safety and lowest credit risk.

59. AGREEMENTS/MOU ENTERED BY THE COMPANY:

1. Share Purchase Agreement with Gee Pee Aerospace and Defence Private Limited

M/s. MTAR Technologies Limited has entered into Share Purchase Agreement with sellers and M/s. GEE PEE Aerospace & Defence Private Limited dated 02-June-2022 for acquisition of 100% stake in M/s. GEE PEE Aerospace & Defence Private Limited.

2. Memorandum of Understanding (MOU) with Indian National Space Promotion and Authorization Centre (IN- SPACe) to design and develop two Stage to low Earth orbit all liquid small satellite launch Vehicle

MTAR has signed an MoU with Indian National Space Promotion and Authorization Centre (IN-SPACe) for design and development of a Two Stage to Low Earth Orbit All Liquid Small Satellite Launch Vehicle powered by semi cryogenic technology with a payload capacity of 500 kg. Both the parties have entered into framework MoU for various requirements including avionics, sub systems testing, facilitation of launch etc. and any other requirements that might emerge during the course of design, development and launch phase.

The MoU shall remain in force for three years.

MTAR has consistently embraced innovation to indigenize new technologies for India. Now the company is taking a leap forward to graduate from precision engineering to complete system integration by initiating the development of a Two Stage to Low Earth Orbit All Liquid Small Satellite Launch Vehicle project to address a payload of 500 kg in the Low Earth Orbit.

60. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

Mar 31, 2022

Your Directors have pleasure in presenting the 23^rd Directors'' Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31st March 2022

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance of the Company during the year has been as under:

(Amount in Rs. Mn)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	3,220.06	2,464.32	3,220.06	2,464.32
Other Income	87.53	13.10	87.53	13.10
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1,031.86	844.02	1,031.79	843.85
Less: Depreciation/ Amortisation/ Impairment	143.10	125.57	143.10	125.57
Profit /loss before Finance Costs, Exceptional items and Tax Expense	888.76	718.45	888.69	718.45
Less: Finance Costs	66.49	70.01	66.49	70.01
Profit /loss before Exceptional items and Tax Expense	822.27	648.44	822.20	648.27
Add/(less): Exceptional items	0	0	0	0
Profit /loss before Tax Expense	822.27	648.44	822.20	648.27
Less: Tax Expense (Current & Deferred)	213.46	187.61	213.46	187.61
Profit /loss for the year (1)	608.81	460.83	608.74	460.66
Total Comprehensive Income/loss (2)	5.82	(6.07)	5.82	(6.07)
Total (1 2)	614.63	454.76	614.56	454.59
Balance of profit /loss for earlier years	1,245.87	871.39	1,245.70	871.39
Less: Transfer to Debenture Redemption Reserve	0	0	0	0
Less: Transfer to Reserves	0	0	0	0
Less: Dividend paid on Equity Shares	184.56	80.28	184.56	80.28
Less: Dividend paid on Preference Shares	0	0	0	0
Less: Dividend Distribution Tax	0	0	0	0
Balance carried forward	1,675.94	1,245.87	1,675.70	1,245.70

2. REVIEW OF OPERATIONS:

Revenues - Standalone

During the year under review, the Company has recorded a total income of Rs. 3,307.59 Mn and net profit of Rs 608.81 Mn as compared to a total income of Rs. 2,477.42 Mn and net profit of Rs. 460.83 Mn achieved in the previous financial year.

Revenues - Consolidated

During the year under review, the Company has

recorded a total income of Rs. 3,307.59 Mn and a net profit of Rs 608.74 Mn as compared to

total income of Rs. 2,477.42 Mn and net profit of Rs. 460.66 Mn achieved in the previous financial year

3. BUSINESS UPDATE AND STATE OF Company''s AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

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

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

5. RESERVES:

The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2022 is Rs. 4,890.05 in Millions.

6. DIVIDEND

The Company has paid a final dividend of Rs. 3/- per equity share amounting to INR 92.28 Mn for FY 2020-21, which approved by the shareholders in the last AGM held on 30 July 2021. In addition, Board of Directors had declared an Interim Dividend of Rs. 3/- per share amounting to INR 92.28 million for the 9 months ended 31-Dec-2021 and the same was paid.

In terms of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations), the Dividend Distribution Policy was adopted to set out parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to the shareholders. The Policy is available on the website of the Company under the weblink https://mtar.in/ .

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE Company:

8. BOARD MEETINGS:

The Board of Directors duly met five (05) times during the financial year from 1st April 2021 to 31st March 2022. The dates on which the meetings were held are 23.04.2021, 02.06.2021, 06.08.2021, 02.11.2021 and 10.02.2022. All the meetings were conducted through Audio Visual means during the FY 2021-22.

9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANAGERIAL PERSONNEL AND OTHER RELEVANT INFORMATION:

a) Appointments:

S. No	Name of the Director/ KMP	Designa tion	Date
1.	Mr. Gunneswara Rao Pusarla	CFO	08.11.2021
b) Resignations:
S. No	Name of the Director/ KMP	Designa tion		Date
1.	Mr. Sudipto Bhattacharya	CFO		08.11.2021
2.	Mr. Mathew Cyriac	Nominee Director		10.05.2022

The Board places on record their appreciation for the invaluable contribution made by the above director and officer(s) during their tenure.

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

10. REVISION OF FINANCIAL STATEMENTS

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

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from

all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015.

In compliance with Rule 6 of Companies

(Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA), Manesar

and have included their names in the databank of Independent Directors within the statutory timeline.

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

In terms of Regulation 25(8) of the SEBI (LODR), Regulations, 2015, the Independent Directors have confirmed that they are not aware of any

circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

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

12. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit

Committee were approved by the Board of Directors.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://mtar.in/

14. BOARD EVALUATION

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

All the Directors participated in the evaluation process. The feedback of evaluation was discussed in the Board meeting held in February 2022. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

15. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as a part of Corporate Governance Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

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

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

c. That the Directors 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;

d. That the Directors have prepared the annual accounts on a going concern basis:

e. That the Directors 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

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

17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

18. INFORMATION ABOUT THE FINANCIAL

PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES

Magnatar Aero Systems Private Limited is the wholly owned subsidiary Company of Company incorporated on 04.11.2019 and is non-operational.

As per the provisions of Section 129 of the

Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure -IX and forms part of this report.

19. ANNUAL RETURN:

As required pursuant to Section 92(3) of the

Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is a part of this Annual Report also disclosed on the website

www.mtar.in.

20. BUSINESS RESPONSIBILITY REPORT

As per stipulated under Regulation 34 of the SEBI (LODR), Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report and is annexed as Annexure I

21. AUDITORS

a. Statutory Auditors

Statutory Auditors Report

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2022 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.

b. Secretarial Auditor

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. S.S Reddy & Associates, Practicing Company Secretaries has undertaken Secretarial Audit of the Company for financial year ending 31.03.2022. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report.

Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2022 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the Company was penalized for delay in intimation for declaration of dividend. The penalty was paid and the management assured the Board that due care would be taken in order to avoid any further non-compliances.

Annual Secretarial Compliance Report

The Company has filed the Annual Secretarial

Compliance Report for the year 2021-2022 with the BSE Ltd and National Stock Exchange of India Limited, The report was received from a Practicing Company Secretary and filed within the stipulated time as

specified under Regulation 24A of the SEBI (LODR) Regulations. The Board noted that during the year, the Company was penalized due to the delay in intimation for declaration of dividend. The penalty was paid and the management assured the Board that due care would be taken in order to avoid any further non-compliances.

c. Cost Auditor

Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

On the recommendation of the Audit Committee, the Board of Directors appointed M/s Sagar & Associates., Cost Accountants (Registration No. 000118) as Cost Auditors of the Company for financial year ending 31st March 2022. The relevant cost audit reports for FY2021 were filed within the stipulated timeline and the cost audit report for FY2022 will also be filed within the timeline.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 23rd Annual General Meeting of your Company

d. Internal Auditor

The Company has appointed M/s. Seshachalam & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2021-22.

22. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2021-22, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

23. INTERNAL AUDIT AND FINANCIAL CONTROLS

approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

25. RELATED PARTY TRANSACTIONS:

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 III which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in

repetitive in nature. Members may refer to note no. 36 to the financial statement which sets out related party disclosures pursuant to IND AS-24.

26. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company for the year ended March 31, 2022

have been prepared in accordance with the provisions of Section 129(3) of the Companies Act and applicable Accounting Standards and form part of this report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first provision of Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Company in Form AOC-1 is appended to this report, which forms part of the Financial Statements. The separate Audited

Financial Statements in respect of the Subsidiary part of the Financial Statements. The separate Audited Financial Statements in respect of the Subsidiary are also available on the website of the Company at www.mtar.in.

27. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.

28. DISCLOSURE OF PARTICULARS WITH RESPECT TO 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, is provided hereunder:

A. Conservation of Energy:

During the Financial Year 2021-22, your Company strived to imbibe energy conservation principles and initiatives across all its facilities.

The other key initiatives across multiple areas are highlighted below -

HVAC - Your Company has undertaken initiatives such as Installation of VFD with solenoid valves for Compressor cooling water system, AC optimum utilization through installation of timer control units, etc.

Lighting - Similar to last year, your Company has continued the initiative to replace old lighting fittings with new-age energy efficient LED fittings within and outside some of our facilities. The installation of motion sensors at various locations has helped us to reduce the energy consumption at various sites.

Awareness Generation - This included improving awareness amongst employees to switch off major energy consuming equipment or units when idle as well as employing an energy review tool and energy balance tool to identify projects.

Apart from the above initiates, the Company also has a specific conservation of energy policy with SOPs to be followed. It is assured that the same are in place and adequate measures are taken to follow the SOPs.

B. Research & Development and Technology Absorption:

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

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: INR 1,58,73,62,609 Foreign Exchange Outgo: INR 1,42,08,63,543

29. COMMITTEES

(I) . AUDIT COMMITTEE

(II) . NOMINATION AND REMUNERATION COMMITTEE

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE

(IV) . RISK MANAGEMENT COMMITTEE

The Company had been undertaking the activity of identifying key business and sustainability risks and taking actions to mitigate such risks from time to time. The matters related to risks and their management has been shared with the Board of Directors from time to time. However, a structured process is now felt necessary in the light of global sustainability risks faced by all businesses in the light of the challenges that have unfolded over the last 15 months. The Company has put in place a Risk management Policy and has constituted a Risk Management Committee of the Board. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance. The Company has formulated a Risk Management Policy under which various risks associated with the business operations is identified and risk mitigation plans have been put in place.

Risk Management Committee of the Board of Directors of your Company assists 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,

VI) IPO COMMITTEE AND SHARE ALLOTMENT COMMITTEE

The Company has successfully completed the Initial Public Offering (IPO) and listed its equity shares on the BSE Limited and National Stock Exchange of India Limited on 15th March, 2021.

Accordingly, IPO Committee and Share Allotment Committee were dissolved by the Board of Directors at their meeting held on 24th May 2022.

VII OTHER COMMITTEES

Other than the above committees, the Company has two other internal non-statutory committees namely management and technology committee.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

The policy is available on the website of the Company at www.mtar.in

31. CORPORATE SOCIAL RESPONSIBILITY (CONTENTS OF CSR POLICY)

market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks.

(V) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee. The composition of Committee is as follows:

Name	Designation
Mr. G.V Satish Kumar	Non-Executive & Non-Indepen-
Reddy	dent Director
Mr. V.G. Sekaran	Non-Executive & Independent Director
Mr. U.C Muktibodh	Non-Executive & Independent Director

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2021-2022, your Company has spent Rs.96,50,000/- while the total obligation was Rs. 96,25,532/- (representing 2 % of the average net profit for the past the three financial years, being FY 2019, FY 2020 and FY 2021). Areas of Activities taken by the Company were Education, Child Care Centres, Health Care Centres, Blood Donations and collections.

The excess amount of approximately Rs. 1,61,013/- will be set off against the CSR amount to be spent in the subsequent Financial Years.

32. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any

deposits during the Financial Year ended March 31, 2022, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) requisite returns in Form

DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations except one order from the Hon''ble Registrar of Companies, Ministry of Corporate Affairs under section 454 read with section 203(5) of Companies Act, 2013 on 13.07.2021 for compounding of offence for non- appointment of Company Secretary and another Order from Hon''ble Regional Director, South East Region under section 441 of Companies Act, 2013 for violation of Section 68 of the Companies Act, 2013 on 06.07.2021 i.e, non-extinguishment of shares within seven days from the date of buy back.

34. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and

balances, and are meant to ensure that all

transactions are authorized, recorded and reported correctly.

During the period under review, there is no

material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and

its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure V and forms part of this Report.

35. INSURANCE

The properties and assets of your Company are

adequately insured.

36. CREDIT & GUARANTEE FACILITIES

The Company has availed Working Capital facilities, Bank Guarantees, LCs and Term Loan from HDFC Bank and State Bank of India.

37. RISK MANAGEMENT POLICY:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.

38. SHARE CAPITAL

The authorized share capital of the Company stands at Rs.66,00,00,000/- divided into 6,60,00,000 equity shares of Rs.10/- each.

The paid-up share capital of the Company stands at Rs. 30,75,95,910/- divided into 3,07,59,591 equity shares of Rs.10/- each.

39. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure VI for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

41. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://mtar.in/investor-relations/corporate-governance/policies-related-documents/

42. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in

complying with all pollution control measures from time to time strictly as per the directions of the Government.

We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.

43. SECRETARIAL STANDARDS:

The Company has devised proper systems to

All employees are covered under this policy. During the year 2021-2022, there were no complaints received by the Committee.

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

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

is appended as Annexure VII (a) to this Report.

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

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

2014 other than those mentioned in Annexure VII (b).

44. STATUTORY COMPLIANCE:

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

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

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

Constitution of Committee:

Name	Designation
K. Aruna Kumari	Presiding Officer
Pusparaj Satpathy	Member
J. Srilekha	Member
Dasari Palla Joji	External Member

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (Mr. P Srinivas Reddy), Managing Director of the Company to the median remuneration of the employees is 1:0.02 respectively.

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

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www.mtar.in

49. DECLARATION BY THE Company

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2022.

50. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

51. EVENT BASED DISCLOSURES

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

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option schem:NA

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

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

52. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

Import substitution for Mission Critical Parts/ Systems/Sub-systems medium category for Ball Screws. Ball Screws are the highly complex import substitutes that are used in various mission

critical assemblies including nuclear island assemblies, motion control actuation systems in Missiles and Launch Vehicles in Civil Nuclear Power, Space & Defence sectors.

2. NADCAP Certification for our 100% Export Oriented Unit (EOU) & Unit 5 in Telangana, India on 21st September 2021

MTAR Technologies Limited, has received NADCAP certification for its 100% Export

Orient Unit (EOU) at SY No 149/P, C.I.E., Gandhinagar, Qutbullapur (M), Balanagar, Hyderabad, Telangana - 500037, India and Unit 5 at 58/C, Phase -1, IDA Jeedimetia Hyderabad, Telangana 500055, India for a period of 12 months, valid until November 2022.

3. Zee Business Stock Award 2021: MTAR Technologies bags ''Debut of The Year'' award on 30th December 2021

MTAR Technologies emerged the clear winner under ''Debut of The Year award'' category of Zee Stock Award 2021.

60. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

By and on behalf of The Board of Directors of MTAR Technologies Limited

Pl a c e : H yd era bad _ _ . . _ ^Sd/

P. Srinivas Reddy

Date: 24-05-2022

Managing Director (DIN: 00359139)

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

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

54. MD & CFO CERTIFICATION:

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

None of the Independent / Non-Executive Directors has any pecuniary relationship or

transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than sitting fee, and reimbursement of expenses.

56. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE Company:

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

57. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

58. CREDIT RATING:

The Company has been awarded A (Stable) credit rating for its long-term fund based/CC/TL by ICRA. The rating reflects ICRA''s expectations that the Company''s operational and financial profile will continue to improve backed by its expanding order book position and scale, and it will maintain healthy profit margins as it is the key supplier for many of the products manufactured by it.

The Company also assigned by CRISIL A-/Stable long-term rating and A2 for short term rating. The rated instrument reflects strong degree of safety and lowest credit risk.

59. AWARDS AND RECOGNITIONS

1. MTAR Technologies limited received National Level Champion Award from Society of Indian Defence Manufacturers (SIDM) on 28th September 2021

MTAR Technologies Limited, has received National Level Champion Award from Society of Indian Defence Manufacturers (SIDM) under

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