Directors Report of Umiya Buildcon Ltd.

Mar 31, 2025

Your Board of Directors (âBoardâ) has immense pleasure in presenting its 41^st (FortyFirst) Annual Report on
business and operations of Umiya Buildcon Limited (Formerly MRO-TEK Realty Limited) (âthe Company'' or
âUmiya''), along with Audited Financial Statements and the Auditors'' Report thereon for the financial year (FY)
ended March 31,2025.

The Shareholders may recall the approval granted by them consequent upon which the name of the Company
was changed from MRO-TEK REALTY LIMITED to UMIYA BUILDCON LIMITED on February 18, 2025,
pursuant to the approval obtained from the Registrar of Companies, the Ministry of Corporate Affairs.

1. FINANCIAL REVIEW:

In compliance with the provisions of the Companies Act, 2013 (âActâ), and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time (âListing Regulationsâ), the
Company has prepared its Standalone Financial Statements and Consolidated Financial Statements as
per Indian Accounting Standards (Ind AS) for the FY 2024-25.

The financial highlights of the Companyâs operations are as follows: (R_s. i_n L_akh_s)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	4857.72	3,503.16	4,860.78	3,503.04
(-) Cost of goods/services sold	1663.45	1272.81	1544.62	1276.92
Net Revenue from Operations	3194.27	2230.35	3,316.16	2,226.12
(-) Employee benefits, Administration and Selling Expenses	1393.12	1480.65	1422.02	1503.55
Other Income	376.64	762.80	276.43	762.80
EBITDA	2177.79	1512.5	2,170.57	1,485.37
(-) Depreciation and Amortization	307.91	243.48	310.40	244.66
EBIT	1869.88	1269.02	1,860.17	1,240.71
(-) Interest and other Finance Costs	1,110.29	891.16	1,110.31	891.18
Profit /(Loss) before Tax from Continuing Operations	759.59	377.86	749.86	349.53
Profit /(Loss) from Discontinued operations	(7.92)	(22.16)	(7.92)	(22.16)
Profit /(Loss) before Tax	751.67	355.70	741.94	327.37
(-) Total Tax Expenses	153.96	(4.42)	158.00	(4.42)
Profit / (Loss) after Taxation (PAT)	597.71	360.12	583.94	331.79
Other Comprehensive Income	(6.62)	(1.78)	(6.62)	(1.78)
Net Income	591.09	358.34	577.32	330.01

A detailed performance analysis on various segments, business and operations is provided in the Management
Discussion and Analysis segment which is annexed to this report.

Your Company''s financial statements for the financial year ended March 31,2025 are prepared in accordance
with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments
Rules, 2018. Accordingly, numbers for all the comparative periods have been restated.

A. PERFORMANCE OVERVIEW:

PERFORMANCE: (Consolidated)

The Company''s Consolidated Financial Statements depicts profit of Rs. 577.32 Lakhs during the financial
year as compared against profit of Rs. 330.01 Lakhs for the corresponding previous financial year.

The brief review of the financials is as follows:

> The revenue from operations from each Business unit wise has been tabulated below:

Business unit wise	2024-25	2023-24	Increase/ (Decrease)
Product	1,820.04	1,429.98	390.06
Solutions	1,441.11	927.02	514.09
Real Estate	1,599.63	1,146.04	453.59
Revenue from Continuing Operations	4,860.78	3,503.04	1,357.74
Revenue from Discontinued Operation (EMS)	16.06	10.27	5.79
Total Revenue from Continuing and	4,876.84	3,513.31	1,363.53
Discontinued Operations

> The Company''s consolidated revenue from Product segment increased from Rs. 1,429.98 Lakhs
(Previous year 2023-24) to Rs.1,820.04 Lakhs during the financial year 2024-25. The significant increase
of Rs. 390.06 Lakhs was achieved by enhancing the product portfolio by way of introduction of new
model Switches / routers, Innovation and R&D efforts, by incorporating higher local Content and ensuring
Govt Compliance/certifications in the products thereby leveraging Make in India policy of the Government
and regulation on National Security Directive on the Telecommunication Sector (NSDTS)

> The total revenue generated from the Solutions Business Segment increased from Rs. 927.02 lakhs
to Rs. 1,441.11 lakhs during the year under review. The increase in Solution business segment
revenue by Rs. 514.09 Lakhs is attributed to managed network service project of Pondichery Government
(PSWAN) implemented during the financial year 2024-25 and supply of Products to RailTel for IPMPLS
Project in of South Central Railways.

> The Company managed to increase revenue from Real Estate Segment from Rs. 1,146.04 Lakhs
(Previous year 2023-24) to Rs. 1,599.63 Lakhs during the financial year 2024-25.The revenue from Real
estate segment during the year 2023-24 includes one time receipt of compensation from NHAI to an
extent of Rs 475.16 Lakhs against compulsory acquisition of land in the year 2010-11. The increase
in the real estate revenue during the year 2024-25 is due to leasing out of additional space to HDFC
Bank.

> EMS business has been discontinued during the year due to operational challenges. This decision
was taken in the light of Company''s overall operational strategy and marketing conditions.The revenue
from discontinued operations from EMS business is Rs. 16.06 Lakhs during the financial year 2024Â¬
25 as against Rs. 10.27 Lakhs for the previous financial year 2023-24.

> The consolidated turnover stood at Rs. 4860.78 Lakhs as against Rs. 3,503.04 Lakhs as compared
to previous financial year. Details on segmental revenue and performance are furnished in Note no. 38
on Supplementary Notes to Accounts.

> The consolidated EBITDA for the financial year 2024-25 is Rs. 2170.57 Lakhs as against EBITDA for
the previous year 2023-24 of Rs. 1485.37 lakhs.

> The increase in interest expense was due to additional borrowings and change in interest rate resulting
in addition expenditure of Rs. 219.13 lakhs as compared to corresponding previous year.

> The consolidated Profit/ (Loss) for the year under review is Rs. 583.93 Lakhs as against Rs. 331.79
Lakhs during the corresponding previous year 2023-24.

> The consolidated net worth increased to Rs. 7492.61 Lakhs as at 31^st March 2025 as compared
to Rs. 6,915.31 Lakhs as on 31^st March 2024 and net worth of the company is increased from
Rs. 6944.67 lacs to Rs 7535.77 lacs during the year 2024-25.

> During the year under review, the Company recorded a substantial growth of approximately 30% in
product billings, reflecting strong performance and market acceptance of newly introduced products.
The Project Operations segment continued to deliver consistent revenue streams, further bolstered
by the addition of a new project at Pondicherry P-SWAN. The Company successfully obtained telecom
regulatory clearances for all its products and has deepened its investment in Research & Development
to enhance in-house capabilities.

> In alignment with future growth areas, the Company signed a Memorandum of Understanding (MoU)
for initiating Drone Training Programs, anticipated to begin in FY 2025-26, thereby entering into a
niche but fast-emerging tech-driven domain.

> The Company acquired land parcel at Candolim, Goa and the approval for construction project is in
final stage and is expected to commence construction during the year 2025-26.

> In addition to the above, the Company is also exploring opportunities in the realty sector, in line with
its long-term diversification strategy and capital deployment plans. The management is evaluating
select real estate development prospects which are expected to complement the Company''s broader
growth agenda.

> The Company''s teams across Sales, Product Engineering, Factory Operations, Product Services,
Solutions, Projects, Finance, Logistics, Exim, HR, IT, and Administration have demonstrated resilience,
innovation, and dedication throughout the year, which has been instrumental in achieving business
milestones.

> The Board acknowledges the leadership and direction provided by the Chairman & Managing Director,
Mr. Aniruddha Mehta, which have contributed to the Company''s progress and ongoing rebranding
efforts under the Umiya name and MRO-TEK brand.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of the Company and its subsidiary for FY 2024-25 are prepared in compliance
with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations
as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting

Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s
Report thereon forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the Financial Statements of the subsidiary companies in Form AOC-1 forms part of this
report as Annexure -A.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial
statements of the subsidiary company upon a request by any Member of the Company. These financial
statements of the Company and the subsidiary company will also be available for inspection to the Members
the through electronic mode. The Members desiring financial statements of the Company, the Consolidated
financial statements along with other relevant documents and the financial statements of the subsidiary company,
may send their request in writing to the Company at [email protected] and the same would also be available
on the Company''s website URL:https://www.mro-tek.com/pdf/BM Outcome 29 04 2025.pdf .

2. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the
Ministry of Corporate Affairs (MCA).

3. DIVIDEND:

In view of the carried forward losses, your Board regrets its inability to recommend any dividend for the financial
year under review. However, efforts will be infused to bring the Company back to dividend track before long.

4. TRANSFER TO RESERVES:

In view of carried forward losses, transfer of any amount to the general reserves does not arise.

5. SUBSIDIARY COMPANIES/FIRMS:

The Company has one direct Wholly Owned Subsidiary (WOS) as at March 31,2025, as disclosed in the
accounts.

The following changes have taken place with respect to subsidiaries in the financial year 2024-2025:

The name of the WOS was changed from MRO-TEK TECHNOLOGIES PRIVATE LIMITED to MRO-TEK
PRIVATE LIMITED with effect from June 28, 2024.

There has been no material change in the nature of the business of the subsidiary company.

The Company entered into a partnership agreement with Indira Hotels (Mysore) Private Limited to establish a
partnership firm under the name Umiya Buildtek. This firm has been formed to engage in a specific real estate
project in North Bangalore targeting Uber luxury villa market. The Company holds a 66.66% stake in the said
partnership firm.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of business as prescribed in Rule 8(ii) of the
Companies (Accounts) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the financial year and the date of the
Report, which affect the financial position of the Company.

8. SHARE CAPITAL:

During the year under review, there has been no change in the Authorised Share Capital and Paid-up Share
Capital of the Company.

The Authorised Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) is divided into 3,00,00,000
(Three Crores) Equity Share of Rs. 5/- (Rupees Five only) each and Paid-up Share Capital of the Company
is Rs. 9,34,23,010/- (Rupees Nine Crores Thirty-Four LakhsTwenty-Three Thousand and Ten only) divided
into 1,86,84,602 (One Crore Eighty-Six Lakh Eighty-Four Thousand Six Hundred and Two) Equity Shares
of Rs. 5/- (Rupees Five only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options

During the financial year under review, the Company has not issued Shares under Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares

During the financial year under review, the Company has not issued Sweat Equity Shares.

9. DEPOSITS:

The Company has not accepted deposits from the public/ members under Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):

a) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company,
Mr. Sudhir Kumar Hasija (Holding DIN: 00157168), retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment. Resolutions seeking Shareholders''
approval for their re-appointment forms part of the Notice.

b) Cessation of Office of Directorship

Dr. Raghu Nambiar resigned from the office of Directorship, as his appointment was not approved
in the 40^th AGM held on August 09, 2024.

c) Appointment of Directors and KMPs

â¢ Mr. Srivathsa resigned from the Office of Chief Financial Officer with effect from May 31,2024.

â¢ Mr. Rengarajan was appointed as Chief Financial Officer with effect from June 1,2024.

â¢ Mr. Aniruddha Bhanuprasad Mehta was re-appointed as the Chairman and Managing Director of
the Company in the 40^th AGM held on August 09, 2024.

â¢ Mr. Rengarajan resigned from the Office of Chief Financial Officer with effect from August 19, 2024.

â¢ Mr. Venkatesh Sunduru resigned from the Office of Company Secretary and Compliance Officer
of the Company with effect from August 26, 2024.

â¢ Mr. VairavanVanniarajan was appointed as Chief Financial Officer of the Company on November
13, 2024.

â¢ Mr. Prashanth S, was appointed as Company Secretary of the Company on November 13, 2024.

â¢ Dr Raghu Nambiar was appointed as an Independent Director through Postal Ballot with effect
from January 14, 2025 up to January 13, 2030.

â¢ Mr. H S Venkatesh, was re-appointed as an Independent Director with effect from June 15, 2025
up to June 14, 2030.

â¢ Ms. Nicola Neeladri, was re-appointed as an Independent Director with effect from June 15, 2025
up to June 14, 2030.

d) Declaration of Independence

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their
declarations that each one of them meets the criteria of independence as provided under the provisions
of Section 149(6) of the Act along with Rules framed thereunder under Regulations 16(1) (b) and 25 of
the Listing Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission, if any, and reimbursement of
expenses incurred by them for the purpose of attending Meetings of the Board/ Committees of the
Company.

e) Board Diversity

The Company believes that building a diverse and inclusive culture is integral to its success. The
Company has evaluated the Policy with a purpose to ensure adequate diversity in its Board of Directors,
which enables them to function efficiently and foster differentiated thought processes at the back of
varied industrial and management expertise. The Board recognizes the importance of diverse
composition and has therefore adopted a Board Diversity Policy. The Policy is made available on the
Company''s website at https://www.mro-tek.com/pdf/BoardDiversitvPolicv.pdf.

11. Annual Board evaluation and Familiarisation Programme for Board Members.

The Board of Directors and the Nomination and Remuneration Committee had carried out an annual evaluation
of its own performance, the Board, the Committees and Individual Directors pursuant to the provisions of the
Act and Listing Regulations on 17^thJanuary, 2025. The performance as a whole was evaluated by the Board
after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the Committee Members.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on
November 11,2024. In a separate Meeting of Independent Directors, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of
Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Director to the Board and Committee Meetings, in terms of
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings,
etc. At the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination
and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was
also discussed. Performance evaluation of Independent Directors was done by all the Directors, excluding the
Independent Director being evaluated.

A note on the Familiarisation Programme adopted by the Company for orientation and training of the Directors
and the Board evaluation process undertaken in compliance with the provisions of the Act, and the Listing
Regulations is referred herewith is made available at Company''s official website at http://mro-tek.com/pdf/
Familiarization Programme 2024 25.pdf

12. Policy on Directorsâ Appointment and Remuneration

In compliance with the provisions of Section 178(3) Act and Regulation 19 of the Listing Regulations, the
Board, on the recommendation of Nomination and Remuneration Committee has approved the Policy for
selection and appointment of Directors. The aforesaid Policy provides a framework to ensure that suitable and
efficient succession plans are in place for appointment of Directors on the Board. The Policy also provides for
selection criteria for appointment of Directors. The Policy on remuneration can be accessed at the official
website of the Company athttps://www.mro-tek.com/files/MRO-TEK Nomination and Remuneration Policy.pdf

13. COMPOSITION OF AUDIT COMMITTEE:

As on the financial year ended March 31,2025, the Audit Committee of the Company consisted of three
Members and all of them have financial and accounting knowledge. The Board has accepted all the
recommendations made by the Audit Committee during the year under review.

AUDIT COMMITTEE

S NO.	NAME/Messrs	DIN	DESIGNATION
1.	H S VENKATESH	01776040	CHAIRMAN
2.	NEELA MANJUNATH	06981005	MEMBER
3.	GAURI ANIRUDDHA MEHTA	00720443	MEMBER

14. NOMINATION AND REMUNERATION COMMITTEE POLICY:

As on the financial year ended March 31,2025, the Nomination and Remuneration Committee of the Company
consisted of three Members. The Board has,on the recommendation of Nomination and Remuneration Committee
framed a Policy for selection and appointment of Directors, Senior Management and for other employees and
their remuneration. The same has been disclosed on the website at www.mro-tek.com. The composition,
criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is
stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

S NO.	NAME/Messrs	DIN	DESIGNATION
1.	NEELA MANJUNATH	06981005	CHAIRPERSON
2.	NICOLA NEELADRI	01997936	MEMBER
3.	GAURI ANIRUDDHA MEHTA	00720443	MEMBER

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm
that:

a) In the preparation of the accounts for the financial year ended March 31,2025, the applicable Accounting
Standards have been followed and there are no material departures from the same;

b) The Directors had selected such Accounting Policies and applied them consistently, and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2025;

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

d) The Directors had prepared Annual Accounts of the Company on a âgoing concern'' basis;

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

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

16. NUMBER OF MEETINGS OF THE BOARD

The Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between
two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary.

Seven (7) Meetings of the Board were held during the financial year under review on the following dates: May

16. 2024; July 25, 2024; August 02, 2024; November 13, 2024;January 17, 2025; February 14, 2025 and March
12, 2025. For details of Meetings of the Board, please refer to the Corporate Governance Report, which forms
part of this Report as Annexure - III.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of
Directors are circulated amongst the Members of the Board for their perusal.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain, high standards of Internal Control designed to provide adequate assurance
on the efficiency of operations and security of its assets. The adequacy and effectiveness of the Internal
Control across various activities, as well as compliance with laid-down Systems and Policies are
comprehensively and frequently monitored by your Company''s Management at all levels of the organization.

The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well
as financial disclosures, statutory compliances with adequate participation, inputs from the Statutory, Internal
and Secretarial Auditors.

During the financial year, such controls were assessed and no reportable material weaknesses in the design
or operation were observed. Accordingly, the Board is of the opinion that the Company''s Internal Financial
Controls were adequate and effective during financial year 2024-25.

18. AUDIT AND AUDITORS:

(a) Statutory Auditors -

of Five (5) consecutive years, from the conclusion of the ensuing 37^th AGM until the conclusion of 42^ndAGM to be held in the calendar year 2026.

The Board has duly examined the Statutory Auditors'' Report to the Financial Statements, which is selfÂ¬
explanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements
section of the Annual Report. The Auditors'' Report for the FY 2024-25 does not contain any qualification,
reservation or adverse remark for the year under review. The Auditor''s Report is enclosed with the Financial
Statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to the provisions of Section 204 of the Act,read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Vijayakrishna K T,
Practising Company Secretary (Membership No. FCS-8860), as its Secretarial Auditors to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2024-25 is annexed as Annexure
- I and forms part of this Report. The Report does not contain any qualification, reservation, disclaimer or
adverse remark for the year under review.

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial
year ended March 31,2025 is annexed as Annexure II.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to
the Audit Committee, any instances of fraud committed against the Company by its officers or employees,the
details of which would need to be mentioned in the Board''s Report.

(d) Internal Auditors -

The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants, Bangalore as the Internal
Auditors of the Company to conduct the audit on basis of a detailed internal audit plan which is reviewed
each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also,
Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

(e) Cost Audit-

Maintenance of cost records as specified by the Central Government pursuant to Section 148(1) of the
Act, is not required by the Company and accordingly, such accounts and records are not made and
maintained.

19. RELATED PARTIES TRANSACTIONS:

All Related Party Transactions which were entered into, during the financial year were on an arm''s length basis
and in the ordinary course of business. In compliance with the said regulation, shareholders'' approval for the
material transactions with Umiya Builders and Developers was duly obtained through Postal Ballot on 14th
January 2025. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive
in nature. Further, disclosures are made to the Audit Committee on a quarterly basis. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the
Stock Exchanges.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act, read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC-2 and the same forms
part of this report.

The Company has adopted a Policy for dealing with Related Party T ransactions and is made available on the
Company''s website at https://www.mro-tek.com/files/Related Party Transaction 08th Aug 2023.pdf

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

(a) Conservation of Energy:

Your Company is duly certified under ISO/IEC 27001:2013 (Information security Management System),
ISO /IEC 20000-1:2011 (Information Technology services Management System), ISO 9001:2015 (Quality
Management Systems) and ISO 14001:2015 (Environmental Management Systems). Every possible
effort is being made / introduced to conserve and avoid wastage of energy. The recycling of Electronics
waste is being ensured as per E-Waste (Management) Rules.

Manufacturing process follow ROHS directives which restricts the use of hazardous materials in
electrical and electronic equipment. It aims to protect human health and the environment by limiting
the amount of these substances in manufactured products.

Maximum usage of natural lighting and ventilation and optimal use of resources is ensures thus
implementing Go Green Policy in its total spirit.

(b) Technology Absorption:

Efforts also continue to maximize utilization of the technological skills, in finding state-of-the-art
solutions, to provide more effective and revolutionary solutions, for all segments of Networking Products
Industry, Information Technology and Drones. The Product Development and R&D team developed
successfully undertook development of 1G Switch. The firmware was written by our Engineers and
successfully tested. The Hardware Bill of Material have been procured and the first run of the hardware
is planned soon. This will be the first foray into developing your Company''s switch with Class-I (over
60%) Local Content. This is also in keeping with the Government Policy of AtmaNirbhar Bharat. The
team has also developed a TDM/IP device for Military application.

The Software team also developed new features and modules for our Network Management Platform.
These features have been successfully tested and provided for our project in Pondicherry.

During the financial year, no amount was incurred towards Capital Expenditure in this division. The inÂ¬
house technical and commercial teams consistently engage themselves in their endeavor to indigenize
technology and components, as well as implementation of value-engineering and cost-saving methods.

Full details of foreign exchange earnings and expenditure are furnished in Financial statements under
Para (c) of Note no. 35 of âNotes to accounts and other explanatory informationâ.

21. CAPITAL EXPENDITURE:

As on March 31, 2025, the gross tangible and intangible assets stood at Rs. 1857.47 Lakhs and the net
tangible and intangible assets at Rs. 1158.61 Lakhs. Additions during the financial year amounted to Rs. 15.01
Lakhs and deletions during the financial year amounted to Rs. 223.85 Lakhs. In addition to this, as on March,
31,2025, the gross tangible investment assets stood at Rs. 11545.80 Lakhs and the net tangible investment
assets at Rs. 10891.04 Lakhs.

22. RISK MANAGEMENT POLICY:

The Company reviewed risk and laid down a Risk Management Mechanism covering the risk mapping and
trending analysis, risk exposure, potential impact and risk mitigating process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor and non-business risk. The Audit Committee and the
Board periodically review the risks and suggest steps to be taken to manage/mitigate the same.

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board
about risk assessment and minimization procedures and periodical review to ensure that executive Management
controls risk by means of a properly designed framework. The Policy details are available on the website of the
Company at https://www.mro-tek.com/pdf/MRO-TEK-Risk Management Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to fostering sustainable societal value, guided by a clear vision to empower
individuals and create a positive impact at a broader community level. It firmly believes that inclusive growth
and responsible corporate citizenship are essential components of long-term success and enduring stakeholder
value.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the Company has established the CSR Committee.

During the financial year 2024-25, based on the financial results, the provisions of Section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility have become applicable to the Company, as its net profit
has exceeded the prescribed threshold of Rs. 5 crore.

The Company had already adopted a CSR Policy, as formulated and recommended by the CSR Committee,
and is available on the Company''s website at https://www.mro-tek.com/files/CSRPolicv.pdf, which outlines its
commitment and approach towards contributing to the community and social development. In line with the
provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company shall undertake CSR activities and ensure compliance with the annual spending obligations
in the financial year 2025-26.

All necessary steps are being taken to ensure full compliance with statutory obligations, and the Company
will disclose the details of CSR expenditure and initiatives in the next financial year''s Annual Report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY
OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators, Courts or T ribunals that would
impact the going concern status of the Company''s operation in the future.

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the work place and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at workplace (Prevention,Prohibition and Redressal) Act, 2013 and
the rules made thereunder. The Policy aims to promote a healthy work environment and to provide protection
to employees at the workplace and redress complaints of sexual harassment and related matters thereto.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this Policy. Details of the
same, including the details of the complaints received are provided in the Report on Corporate Governance,
which forms part of this Report.

Following is the summary of sexual harassment complaints received and disposed off during the financial
year 2024-25:

No. of complaints received: NIL

No. of complaints disposed off: NIL

No. of cases pending for more than ninety days: NIL

26. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961:

The Company has made all the compliance of the provisions relating to the Maternity Benefit Act, 1961
during the year.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Act, and Regulation 22 of the Listing Regulations, the Company has
a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees in
confirmation with the above laws, to report concerns about unethical behavior. The details of the Policy have
been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the
website of the Company at https://www.mro-tek.com/files/Whistle Blower Policy.pdf

28. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for
the financial year under review, is presented in a separate section, forming part of the Annual Report.

29. CORPORATE GOVERNANCE:

As required under the Act, your Company has taken adequate steps to adhere to all the stipulations laid down
under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation 2015. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34
of the Listing Regulations, forms part of the Annual Report as Annexure -III.

A Certificate from Mr. Vijayakrishna K T, Practising Company Secretary, Bangalore, confirming compliance to
conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to the Corporate
Governance Report. A statement containing additional information as required under Clause IV of Section II of
Part II of Schedule V of the Act, is provided in the Report on Corporate Governance, which forms part of this
Annual Report.

30. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual Return is available on the website of the Company on the following link:https://www.mro-
tek.com/pdf/Form MGT 7 2024 Signed.pdf

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details relating to loans, corporate guarantees and investments covered under Section 186 of the Act, forms
part of the notes to the Financial Statements provided in this Annual Report.

32. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for the Directors as well as for all Senior Management of the
Company. In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation

9015 as amended from time to time all the Members of the Board and Senior Management Personnel have

affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the FY
2024-25. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Managing
Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of
the Company for the financial year 2024-25 forms part of the Corporate Governance Report.

33. PARTICULARS OF EMPLOYEES:

The disclosure pursuant to the provisions of Section 197(12) of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -IVand
forms part of this Report.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs
only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore,
statement/disclosure pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual
Report.

There are no employees posted and working in a country outside India, not being Directors or relatives,
drawing more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/
- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure
pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not required to be circulated to the Members and is not attached to the Annual Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing fees for the financial year 2024-25 to National Stock
Exchange of India Limited and BSE Limited where the Company''s Shares are listed.

35. HUMAN RESOURCES MANAGEMENT:

Professionals are the most important assets. The Company is committed to hiring and retaining the best
talent and being among the industry''s leading employers. For this, your Company is focused on promoting a
collaborative, transparent and participative organization culture, and rewarding individual contribution and
innovation. The focus on Human Resources Management is to enable the employees to navigate their next,
not just for clients, but also for themselves.

36. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production
targets.

37. AWARDS AND RECOGNITIONS:

During the financial year under review, the Company was conferred with various awards and recognitions, the
details of which are provided in a separate section of the Annual Report.

38. DISCLOSURE REQUIREMENTS:

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 from time to time and that such systems are
adequate and operating effectively.

39. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year.

40. ACKNOWLEDGEMENTS:

The Directors thank all the vendors, customers, investors, and other partners for their sincere support.

The Directors also take this opportunity to thank all Stakeholders, Government, Non-Government Agencies,
Regulators and Stock Exchanges for their continued support.

Very importantly, the Board places on record it deep appreciation for the uniform and dedicated services
rendered by the employees at all levels.

41. CAUTIONARY STATEMENT:

The Board''s Report and Management Discussion and Analysis may contain certain statements describing the
Company''s objectives, expectations or forecasts that appear to be forward looking within the meaning of
applicable securities laws and regulations while actual outcomes may differ materially from what is expressed
herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that
could influence the Company''s operations include global and domestic economic developments, competitor''s
behaviour, changes in Government Regulations, Tax laws and litigations.

For and on behalf of Board of Directors of
Umiya Buildcon Limited
(Formerly known as MRO-TEK Realty Limited)

Aniruddha Bhanuprasad Mehta
Chairman & Managing Director
DIN:00720504
Address: # 06, New BEL Road,

Place: Bengaluru Chikkamaranahalli,

Date: 29-04-2025 Bangalore 560054

Mar 31, 2024

Your Board of Directors (âBoardâ) has immense pleasure in presenting its 40^th (Forteith) Annual Report on business and operations of MRO-TEK Realty Limited (the Company or MRO-TEK), along with Audited Financial Statements and the Auditors'' Report thereon for the financial year (FY) ended March 31,2024.

1. FINANCIAL REVIEW:

In compliance with the provisions of the Companies Act, 2013 (âActâ), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (âListing Regulationsâ), the Company has prepared its Standalone Financial statements as per Indian Accounting Standards (Ind AS) for the FY 2023-24.

The financial highlights of the Companyâs operations are as follows:		(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from operations	3,513.43	3,334.81
Cost of goods/services sold	1,306.21	1,665.64
Net Revenue from Operations	2,207.22	1,669.17
Employee benefits, Administration and Selling Expenses	-1,480.65	-1,336.96
Other Income	763.77	138.20
EBITDA	1,490.34	470.41
Depreciation and Amortization	243.48	260.23
EBIT	1,246.86	210.18
Interest and other Finance Costs	891.16	705.45
Profit /(Loss) before Tax	355.70	-495.27
Total Tax Expenses	-4.42	-120.34
Profit / (Loss) after Taxation (PAT)	360.12	-374.93
Other Comprehensive Income	-1.78	3.33
Net Income 3	358.34	-371.60

A detailed performance analysis on various segments, business and operations is provided in the Management Discussion and Analysis segment which is annexed to this report.

Your Company''s financial statements for the financial year ended March 31,2024 are prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments Rules, 2018. Accordingly, numbers for all the comparative periods have been restated.

> The Company has strived to retain and regain strength in the core product business by introducing new dealers and distributers. The Company managed to increase revenue from Product Business Segment from Rs. 1,347.39 Lakhs (Previous year 2022-23) to Rs. 1,429.98 Lakhs during the financial year 2023-24.

> The increase in Product business segment revenue by Rs. 82.59 Lakhs is due to the introduction of new model Switches / routers, benefit of make in India policy

of the Government and newly introduced regulation on National Security Directive on the Telecommunication Sector (NSDTS) insisting the telecom/Internet Service Providers to procure telecom equipment from âtrusted sourceâ These Government policies benefited the Company to increase the revenue under this segment.

A. PERFORMANCE OVERVIEW:

PERFORMANCE: (Standalone)

The Company has achieved a profit of Rs. 358.34 Lakhs during the year as against loss of Rs. 371.60 Lakhs for the corresponding previous financial year.

The brief review of the financials is as follows:

> The revenue from operations from each Business unit wise has been tabulated below:

Business unit wise	2023-24	2022-23	Increase/ (Decrease)
Product	1,429.98	1,347.39	82.59
Solutions	927.02	1,211.11	(284.09)
Real Estate	1,146.16	534.20	611.96
EMS (Electronic Contract Manufacturing Service)	10.27	242.11	(231.84)
Total	3,513.43	3,334.81	178.62

> The total revenue generated from the Solutions Business Segment decreased from Rs. 1211.11 lakhs to Rs. 927.02 lakhs during the year under review. The Company executed more number of sites installation related to BCCL project for the year 2022-23 as compared to the year 202324 resulted in lower recognition of CAPEX revenue during the current year. However, despite the drop in revenue, the segment results increased by Rs. 193.22 lakhs due to cumulative OPEX revenue recognition during the year under review

> The Company''s real estate segment revenue increased from Rs. 534.20 Lakhs (Previous year 2022-23) to Rs. 1,146.16 Lakhs during the financial year 2023-24.

> The revenue from operations from EMS business decreased to Rs. 10.27 Lakhs during the financial year 2023-24 as against Rs. 242.11 Lakhs for the previous financial year 2022-23 due to acute shortage and disruption in the supply chain of electronic components.

> The total sales turnover of the Company stood at Rs. 3,513.43 Lakhs as against Rs. 3,334.81 Lakhs as compared to previous financial year. Details on segmental revenue and performance are furnished in Note no. 37 on Supplementary Notes to Accounts.

> The EBITDA for the financial year 2023-24 is Rs. 1490.34 Lakhs as against positive EBITDA for the previous year 2022-23 of Rs. 470.41 lakhs.

> The increase in interest expense was due to additional borrowings and change in interest rate resulting in addition expenditure of Rs.185.71 lakhs as compared to corresponding previous year.

> The profit / (Loss) for the year under review is Rs. 360.12 lakhs as against loss of Rs. 374.93 lakhs during the corresponding previous year 2022-23. The profit before noncash expenditure is Rs. 603.60 lacs and towards depreciation is Rs. 243.48 lacs.

> The net worth of the Company increased to Rs. 6,944.67 lakhs as at 31^st March 2024 as compared to Rs. 6,586.34 lakhs as on 31^st March 2023.

> The Company has taken various initiatives to expand product base and customer base in the coming year apart from bagging additional turnkey Solution contracts which can contribute significant revenues in the year 2024-25.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of the Company and its subsidiary for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies in Form AOC-1 forms part of this report as Annexure A to the Directors Report.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary company upon a request by any Member of the Company. These financial statements of the Company and the subsidiary company will also be available for inspection to the Members through electronic mode. The Members desiring financial statements of the Company, the Consolidated financial statements along with other relevant documents and the financial statements of the subsidiary company, may send their request in writing to the Company at [email protected] and the same would also be available on the Company''s website URL: https://www.mro- tek.com/ Investors.html.

2. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the

Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs (MCA).

3. DIVIDEND:

In view of the upcoming projects and future investments, the Board did not recommend any dividend to its shareholders for this financial year. However, the Directors will strive hard to bring the Company back to dividend track before long.

4. TRANSFER TO RESERVES:

Your Board has not recommended to transfer any amount to the general reserves.

5. SUBSIDIARY COMPANIES:

The Company has one direct wholly owned subsidiary as at March 31,2024, as disclosed in the accounts.

The following changes have taken place with respect to subsidiaries in the financial year 2023-2024:

MRO-TEK TECHNOLOGIES PRIVATE LIMITED (MTTPL) was incorporated on December 26, 2022, as a wholly owned subsidiary of the Company.

Further investment in MTTPL: The Company invested an amount of Rs. 19,00,000 in its wholly owned subsidiary MTTPL during the financial year.

Keeping in view of the capital requirements, the funding will be worked out carefully by your Board.

There has been no material change in the nature of the business of the subsidiary company.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of business as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the financial year and the date of the Report, which affect the financial position of the Company.

8. SHARE CAPITAL:

During the year under review, there has been no change in the Authorised Share Capital and Paid-up Share Capital of the Company.

The Authorised Share Capital of Rs. 15,00,00,000/ - (Rupees Fifteen Crores Only) is divided into 3,00,00,000 (Three Crores) Equity Share of Rs. 5/-(Rupees Five only) each and Paid-up Share Capital of the Company is Rs. 9,34,23,010/- (Rupees Nine Crores Thirty Four Lakhs Twenty Three Thousand and Ten only) divided into 1,86,84,602 (One Crore Eighty Six Lakh Eighty Four Thousand Six Hundred and Two) Equity Shares of Rs. 5/- (Rupees Five only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review, the Company has not issued Shares under Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares

During the financial year under review, the Company has not issued Sweat Equity Shares.

9. DEPOSITS:

The Company has not accepted deposits from the public/ members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):

a) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mrs. Gauri Aniruddha Mehta (holding DiN: 00720443), who retires by rotation at the forthcoming

Annual General Meeting and being eligible, offers herself for re-appointment. Resolution seeking Shareholders'' approval for her re-appointment forms part of the Notice.

b) Cessation of Office of Directorship

There is no change in directorship of the Company for the year ended 31.03.2024.

c) Appointment of Directors and KMPs

Directors:

Mr. Aniruddha Mehta, Chairman and Managing Director, upon completion of his tenure of appointment, was re-appointed as the Chairman and Managing Director effective from May 22, 2024 for a period of five years, subject to the approval of the Shareholders.

Dr. Raghu Nambiar''s first term as Independent Director ends on 22^nd May, 2024. However, he will continue as NonExecutive Non-Independent Director in the Company and is proposed to be appointed as an Independent Director for second term at the ensuing Annual General meeting to be held for the Financial Year ended March 31,2024.

Based on the recommendations of the Nomination and Remuneration Committee and the Board, Special resolutions seeking approval of the Shareholders will be placed before the Shareholders at the Annual General Meeting for the appointments of Mr. H.S. Venkatesh and Mrs. Nicola Neeladri as Independent Directors for a period of 5 years of second term as Independent Directors with effect from June 15, 2025.

Key Managerial Personnel:

â¢ Mrs. Shivaleela Reddy resigned from the Office of Company Secretary and Compliance Officer of the Company with effect from 30^th May, 2023.

â¢ Based on the recommendations of the Nomination and Remuneration Committee and the Board, Mr. Venkatesh Sunduru was appointed as Company Secretary and Compliance Officer of the Company with effect from 31^st May, 2023.

â¢ Mr. Srivathsa resigned from the Office of Chief Financial Officer of the Company with effect from 31^st May, 2024.

â¢ Based on the recommendations of the Nomination and Remuneration Committee the Board shall appoint, Mr. Rengarajan G. as of Chief Financial Officer of the Company with effect from 1^st June, 2024.

d) Declaration of Independence

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their declarations that each one of them meets the criteria of independence as provided under the provisions of Section 149(6) of the Act along with Rules framed thereunder under Regulations 16(1) (b) and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the NonExecutive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any, and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Board/ Committees of the Company.

e) Board Diversity

processes at the back of varied industrial and management expertise. The Board recognizes the importance of diverse composition and has therefore adopted a Board Diversity Policy. The Policy is made available on the Company''s website at https://www.mro-tek.com/pdf/ BoardDiversitvPolicv.pdf.

11. Annual Board evaluation and Familiarisation Programme for Board Members.

The Board of Directors and the Nomination and Remuneration Committee had carried out an annual evaluation of its own performance, the Board, the Committees and Individual Directors pursuant to the provisions of the Act and Listing Regulations on 12 th February, 2024. The performance as a whole was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017. In a separate Meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings, in terms of preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings, etc. At the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by all the Directors, excluding the Independent Director being evaluated.

A note on the Familiarisation Programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act, and the Listing Regulations is referred herewith is made available at Company''s official website at https://www.mro-tek.com/pdf/ Fimilaization_Programme.pdf

12. Policy on Directors Appointment and Remuneration

In compliance with the provisions of Section 178(3) Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of Nomination and Remuneration Committee has approved the Policy for selection and appointment of Directors. The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board. The Policy also provides for selection criteria for appointment of Directors. The Policy on remuneration can be accessed at the official website of the Company at http://www.mro-tek.com/pdf/MRO-TEK%20 Nomination and Remuneration Policv.pdf

13. COMPOSITION OF AUDIT COMMITTEE:

As on the financial year ended March 31,2024, the Audit Committee of the Company consists of four Members and all of them have financial and accounting knowledge. The Board has accepted all the recommendations made by the Audit Committee during the year under review.

AUDIT COMMITTEE
SNO.	NAME	DIN	DESIGNATION
1.	Mr. H S VENKATESH	01776040	CHAIRMAN
2.	Ms. NEELA MANJUNATH	06981005	MEMBER
3.	Dr. RAGHU NAMBIAR	07325471	MEMBER
4.	Ms. GAURI ANIRUDDHA MEHTA	00720443	MEMBER

14. NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has, on the recommendation of Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed on the website at www.mro-tek.com. The composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

SNO.	NAME	DIN	DESIGNATION
1.	Dr. RAGHU NAMBIAR	07325471	CHAIRMAN
2.	Ms. NEELA MANJUNATH	06981005	MEMBER
3.	Mr. NICOLA NEELADRI	01997936	MEMBER
4.	Ms. GAURI ANIRUDDHA MEHTA	00720443	MEMBER

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the accounts for the financial year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The Directors had selected such Accounting Policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the loss of the Company for the financial year under review;

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

d) The Directors had prepared Annual Accounts of the Company on a âgoing concern'' basis;

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

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

16. NUMBER OF MEETINGS OF THE BOARD

The Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary.

Six (6) Meetings of the Board were held during the financial year under review on the following dates: May 09, 2023; August 04, 2023; October 27, 2023; November 09, 2023; November 29, 2023 and February 12, 2024. For details of Meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report as Annexure III.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company continued to maintain, high standards of Internal Control designed to provide adequate assurance on the efficiency of operations and security of its assets. The

adequacy and effectiveness of the Internal Control across various activities, as well as compliance with laid-down Systems and Policies are comprehensively and frequently monitored by your Company''s Management at all levels of the organization.

The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures, statutory compliances with adequate participation, inputs from the Statutory, Internal and Secretarial Auditors.

During the financial year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during financial year 2023-24.

18. AUDIT AND AUDITORS:

(a) Statutory Auditors -

The Statutory Auditor, Messrs K. S. Aiyar and Co, were re-appointed as Statutory Auditor of the Company at the 37^th Annual General Meeting of the Company held on September 30, 2021 through Video Conferencing to hold office for a period of Five (5) consecutive years, from the conclusion of the ensuing 37^th AGM until the conclusion of 42^nd AGM to be held in the calendar year 2026.

The Board has duly examined the Statutory Auditors'' Report to the Financial Statements, which is self-explanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report. The Auditors'' Report for the FY 2023-24 does not contain any qualification, reservation or adverse remark for the year under review. The Auditor''s Report is enclosed with the Financial Statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Vijayakrishna K T, Practising Company Secretary (Membership No. FCS-8860), as its Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the fY 2023-24 is annexed as Annexure -I and forms part of this Report. The Report does not contain any qualification, reservation, disclaimer or adverse remark for the year under review.

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial year ended March 31, 2024 is annexed as Annexure - II.

(c) Details of frauds reported by the Auditors-

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

(d) Internal Auditors -

The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants, Bangalore as the Internal Auditors of the Company to conduct the audit on basis of a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

(e) Cost Audit-

Maintenance of cost records as specified by the Central Government pursuant to

Section 148(1) of the Act, is not required by the Company and accordingly, such accounts and records are not made and maintained.

19. RELATED PARTIES TRANSACTIONS:

All Related Party Transactions which were entered into, during the financial year were on arm''s length basis and in the ordinary course of business. There were no materially significant Related Party Transactions entered by the Company during the year that required Shareholders'' approval under Regulation 23 of the Listing Regulations. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Audit Committee on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B to the Directors Report in Form AOC-2 and the same forms part of this report.

The Company has adopted a Policy for dealing with Related Party Transactions and is made available on the Company''s website at http://www.mro-tek.com/pdf/20 5 15 RPT Policy.pdf

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

(a) Conservation of Energy:

introduced to conserve and avoid wastage of energy. ISO 13485 - for Medical. Defence - AS 9100D is in process. This has helped us in capturing EMS business from Medical and Defence Industry.

Adequate facilities have been installed for rain water harvesting, recycling of used water, solar-powered energy and maximum usage of natural lighting and ventilation, and thus implementing Go Green Policy in its total spirit.

(b) Technology Absorption:

During the financial year, no amount was incurred towards Capital Expenditure in this division. The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

Full details of foreign exchange earnings and expenditure are furnished in Financial statements under Para (c) of Note no. 38 on Supplementary Notes to Accounts.

21. CAPITAL EXPENDITURE:

As on March 31,2024, the gross tangible and intangible assets stood at Rs. 1654.39 Lakhs and the net tangible and intangible assets at Rs. 1082.83 Lakhs. Additions during the financial year amounted to Rs. 650.56 Lakhs and deletions during the financial year amounted to Rs. 3.36 Lakhs. In addition to this, as on March, 31,2024, the gross tangible investment assets stood at Rs. 11,545.80 Lakhs and the net tangible investment assets at Rs. 11,071.80 Lakhs.

22. RISK MANAGEMENT POLICY:

The Company reviewed risk and laid down a Risk Management Mechanism covering the risk mapping and trending analysis, risk exposure, potential impact and risk mitigating process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and nonbusiness risk. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/mitigate the same.

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board about risk assessment and minimization procedures and periodical review to ensure that executive Management controls risk by means of a properly designed framework. The Policy details are available on the website of the Company at http://www.mro-tek.com/pdf/MRO-TEK-Risk_Management Management _Policy.pdf.

23. CORPORATE SOCIAL RESPONSIBILITY

(CSR):

The Company believes in building and maintaining a sustainable societal value, inspired by a noteworthy vision to actively participate, contribute and impact not just individual lives but create a difference on a social level as well. During the year under review, the Company was not required to incur any CSR Expenditures during the financial year.

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR Committee.

The Board has adopted the CSR Policy, as formulated and recommended by the CSR Committee, and is available on the Company''s website athttp://www.mro-tek.com/pdf/ CSR Policy MRO-TEK.pdf.

The disclosure of contents of CSR Policy pursuant to the provisions of Section 134(3)(o) of Actread with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is therefore not annexed.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company''s operation in the future.

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (REVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Details of the same, including the details of the complaints received are provided in the Report on Corporate Governance, which forms part of this Report.

Following is the summary of sexual harassment complaints received and disposed off during the financial year 2023-24:

No. of complaints received: NIL No. of complaints disposed off: NIL

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Act, and Regulation 22 of the Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behavior. The details of the Policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the website of the Company at http://www.mro-tek.com/pdf/ Whistle%20Blower%20Policy.pdf

27. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is presented in a separate section, forming part of the Annual Report.

28. CORPORATE GOVERNANCE:

As required under the Act, your Company has taken adequate steps to adhere to all the stipulations laid down under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report as Annexure III.

Governance Report. A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Act, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

29. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link:https://www.mro-tek.com/pdf/ Annual Return E FORM MGT 7 FY2022 23.pdf

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details relating to loans corporate guarantees and investments covered under Section 186 of the Act, forms part of the notes to the Financial

Statements provided in this Annual Report.

31. CODE OF CONDUCT:

The Company has laid down Code of Conduct for the Directors as well as for all Senior Management of the Company. In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 as amended from time to time, all the Members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the FY 2023-24. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2023-24 forms part of the Corporate Governance Report.

32. PARTICULARS OF EMPLOYEES:

The disclosure pursuant to the provisions of Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV and forms part of this Report.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/ disclosure pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 1,02,00,000/ - (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

33. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing fees for the financial year 2023-24 to National Stock Exchange of India Limited and BSE Limited where the Company''s Shares are listed.

34. HUMAN RESOURCES MANAGEMENT:

Professionals are the most important assets. The Company is committed to hiring and retaining the best talent and being among the industry''s leading employers. For this, your Company is focused on promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. The focus on Human Resources Management is to enable the employees to navigate their next, not just for clients, but also for themselves.

35. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

36. AWARDS AND RECOGNITIONS:

During the financial year under review, the Company was conferred with various awards and recognitions, the details of which are provided in a separate section of the Annual Report.

37. DISCLOSURE REQUIREMENTS:

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 form time to time and that such systems are adequate and operating effectively

38. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

39. ACKNOWLEDGEMENTS:

The Directors wish to thank MRO-TEK employees, vendors, customers, investors, and other partners for their sincere support.

The Directors also take this opportunity to thank all Stakeholders, Government, Non-Government Agencies, Regulators and Stock Exchanges for their continued support.

41. CAUTIONARY STATEMENT:

The Board''s Report and Management Discussion and Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors which could influence the Company''s operations include global and domestic economic developments, competitor''s behaviour, changes in Government Regulations, Tax laws and litigations.

Mar 31, 2018

The Board of Directors has pleasure in presenting the 34^th Annual Report and the Audited financial results for the year ended 31^st March, 2018 together with the Independent Auditors'' Report and the Secretarial Audit Report.

1. FINANCIAL RESULTS:

Particulars	2017-18	2016-17
	(Rs. in	(Rs. in
	Lakhs)	Lakhs)
Net Revenue from	3,680.42	4,134.53
operations	3,680.42	4,134.53
Other Income	116.34	58.38
Operation Profit (Loss)
before Interest and	1020.15	1,021.70
Depreciation
Operation Profit (Loss)	939.98	930.91
before Interest	939.98	930.91
Interest and other Finance Costs	(244.33)	(210.43)
Operation Profit
(Loss) before Taxation	695.65	720.48
and Extraordinary/	695.65	720.48
Exceptional items
Exceptional Items	85.16	(93.21)
Profit /(Loss) before Tax	780.81	627.27
Provision for Taxation
(Deferred Tax	(32.37)	222.15
Adjustments)
Profit / (Loss) after	748.44	849.42
Taxation	748.44	849.42
Loss from Discontinuing Operations	(28.34)	(23.08)
Profit/(Loss) for the	720.10	826.34
period	720.10	826.34
Other Comprehensive	10.60	3.66
Total Comprehensive	730.70	830.00
Income

Your Companyâs financial statements for the year ended March 31, 2018 are the first financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments rules, 2018. Accordingly, numbers for all the comparative periods have been restated.

PERFORMANCE:

Your Company has earned profits on second consecutive years after long period. At the outset the Management would like to convey gratitude to the Shareholders for having trust and confidence in the Company and being continuously supporting the Company.

Under the leadership of new Management and Promoters, the Company made turnaround, achieving Rs 720.10 Lakhs profit for the year 2017-18 as against a profit of Rs. 826.34 Lakhs in the previous year.

The brief review of the financials by the Directors is as follows:

- The Company could strive to retain in the core product business irrespective of massive disruptive took place in the telecom sector. It may be noted that the Industry is undergoing the consolidation process and our key customers were adversely affected.

- To improve the business, the Company diversified its business by introducing the Solutions Business unit to capture the opportunities in the market.

- To optimise the infrastructure at the Factory premises, the management decided to manufacture the products of other OEM''s either on Turnkey basis or on labour contract manufacturing basis. The Company could bag the L & T, Elmeasure and Termo Penpol.

- The revenue from operations from Product business ( legacy business), EMS, Solutions and Real estate are Rs 19.52 Crs, Rs 1.69 Crs, Rs 1.75 Crs and Rs 13.84 Crs respectively for the year 2017-18.

- The Company has earned Operating Profit of Rs. 1,020.15 Lakhs before exceptional items / extraordinary items, discontinuing operations, finance cost and depreciation during the year 2017-18 as against Operational Profit of Rs 1021.70 Lakhs during the previous year.

- The Company discharged the liability of Asset Backed Loan availed with SBI and released the mortgage. The Satisfaction of charges filed with MCA and the Company is debt free other than unsecured loan from promoters.

- The net worth of the Company improved and stood at Rs 13.49 Crs on 31^st March 2018 as against Rs 6.18 Crs on 31^st March 2017.

- Chairman and Managing Director of the Company infused Rs 13.30 Crores till March 31, 2018 as Working Capital for managing day to day operations and has been supporting the company financially by infusing fund as and when requires. The Company has been repaying interest and principal on existing loans to banks within stipulated time promptly..

- The Company could realize Rs 27.29 Lakhs from the discontinued operations and the process of liquidation of entire inventory is completed during the year 2017-18.

- The Company has incurred a loss of Rs 28.34 Lakhs from discontinuing operations of Solar business segment during the year as against Rs 23.08 Lakhs during the corresponding previous year.

- The Company has realised amount of Rs 165.34 Lakhs from the liquidations proceeds of the Joint venture Company RAD-MRO Manufacturing Private Limited and net resultant gain amounts to Rs 92.83 Lakhs.

- During the year ended 31^st March, 2018, Revenue from operations includes an amount of Rs. 1,383.75 Lakhs from sale of super built up area under construction in line with Development Agreement dated dated 1^st January 2016.

- The total sales turnover of the Company stood at Rs 3680.42 Lakhs as against Rs 4134.53 Lakhs as compared to previous year. Details on segmental revenue and performance are furnished in Para II (g) of Note 26 on ''Additional Notes'' to Accounts.

2. SHARE CAPITAL:

The Company has an Authorised share capital of Rs. 15.00.00.000/-(Rs. Fifteen Crores Only) divided into 3.00.00.000 (Three crores) Equity Share of Rs. 5/-(Rs. Five only) each. During the year there were no changes in the Company''s Paid-up Equity capital and as on 31^st March, 2018 it is Rs. 9, 34, 23,010/- (Rs. Nine Crores Thirty Four Lakh Twenty Three Thousand and Ten only) divided into 1, 86, 84,602 equity shares of Rs. 5/- (Rs. Five only) each.

During the year under review the Company has not issued shares with/without differential voting rights or granted stock options nor Sweaty Equity Shares.

3. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

4. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

The Members of RAD-MRO Manufacturing Private Limited, a Joint Venture Company, have given their approval for voluntary liquidation of that company as on 31st July, 2017. Your Company had received the capital contribution and Balance over & above the Capital Contribution amount of Rs. 72,52,000/-(Rupees Seventy two lakhs fifty two thousand only) and Rs. 92,82,560 ( Rupees Ninety two Lakhs eighty two thousand five hundred and sixty only) in the voluntary liquidation process.

The application for liquidation before NCLT is under preparation and is likely to be filed soon.

Other than above, there are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant events subsequent to the date of financial statements apart from the matters mentioned above points.

6. DIVIDEND:

Your Company has started registering the profits for the years after a gap of long period. Whilst your Directors understand the sentiments of the investors, due to the losses incurred during the past years the Company''s recovery remains work in progress and much more needs to be done and as such this constrains the Board from recommending the dividend.

The Directors will strive hard to bring the Company back to dividend track as soon as possible and the improving performance of the Company is expected to continue to facilitate consideration of dividend in the years to come.

7. BOARD MEETINGS:

During the year, five (5) meetings of the Board of Directors were held on the following dates: 26.05.2017, 03.08.2017, 01.09.2017, 15.11.2017, and 10.02.2018 and related details including that of the various Committees constituted by the Board, are made available in the Report of Directors on Corporate Governance forming part of the Annual report placed before the Members.

Committees of the Board:

Currently, the Board has four Committees viz. the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Corporate Social Responsibility Committee . A detailed note on the composition of the Board and its Committee and other related particulars are provided in the Report on Corporate Governance forming part of this Annual Report.

8. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Appointment of Directors and KMP

The following appointment of Directors/KMP have taken place during the year:

1. Mr. Sudipto Gupta was appointed as Chief Executive Officer for the period commencing from 5^th September, 2017 to 4^th September, 2020.

2. Mr. Mohan Subramaniam was appointed as Independent Director for a period commencing from 15^th November, 2017 to 14^th November, 2022.

Brief profile of each new Director and KMP:

1. MR. SUDIPTO GUPTA, CHIEF EXECUTIVE OFFICER

Mr. Sudipto Gupta is a Post Graduate in Business Management and a technocrat with 24 years'' experience in the Telecommunications and Electronics industries. Over the years, he had held key positions in technology companies, service providers and Original Design Manufacturers in various capacities - product development, sales / business development, people / team building, commercial and regulatory affairs, manufacturing and after-market services - over his distinguished career.

Prior to taking his current position in MROTEK, Sudipto was the Country Director for one of the world''s largest contract manufacturers'' India operations. During his career, Sudipto has built successful, profitable businesses several times including his own entrepreneurial stint where he designed and executed complex telecommunication projects.

2. MR. MOHAN Subramaniam - DIRECTOR:

Mr. Mohan Subramaniam is a dynamic Professional [Chartered Accountant (FCA); Cost Accountant]; having more than 30 years of post-qualification experience, in large-sized Government Undertaking, Mid-sized Listed Companies manufacturing engineering goods for automobile sector, Continuous process Industry with Foreign collaborations, Global company manufacturing capital goods, Product and IP Company in the IT sector.

Heading core portfolios of Finance, Corporate Secretarial, Legal, Taxation and Administrative functions, as also forming part of the core management team at the Global level. Been the head of IT function and also handled the HR matters of a MNC Company.

Re-appointment of Director, retiring by Rotation:-

As per the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company, every year. Mrs. Gauri Aniruddha Mehta retires by rotation and being eligible, herself for re-appointment at the ensuing Annual General Meeting.

Resignations, Cessations and Changes in Directors:-

1. Mr. Radhakrishnan Seetharaman resigned from the office of Director of the Company as on 15^th November, 2017.

Your Board places on record its appreciation for the contribution and support extended by the outgoing Directors.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(6) & 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) (Annexure I).

10. COMPOSITION OF THE AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:

Following are the compositions of various Committees:

Up to 15.11.2017 Post 15.11.2017

i) Audit Committee:

a) Mr. S. Radhakrishnan Mr. Mohan S - Chairman

b) Mr. Sudhir Kumar Hasja Mr. Sudhir Kumar Hasja - Member

c) Mr. M V Sampath Kumar Mr. M V Sampath Kumar - Member

d) Mrs. Gauri A Mehta Mrs. Gauri A Mehta - Member

ii) Nomination and Remuneration Committee

a) Mr. Sudhir Kumar Hasja Mr. Sudhir Kumar Hasja - Chairman

b) Mr. S. Radhakrishnan Mr. Mohan S - Member

c) Mr. M V Sampath Kumar Mr. M V Sampath Kumar - Member

d) Mrs. Gauri A Mehta Mrs. Gauri A Mehta - Member

iii) Stakeholders'' Relationship Committee:

a) Mr. Sudhir Kumar Hasja Mr. Sudhir Kumar Hasja - Chairman

b) Mr. S. Radhakrishnan Mr. Mohan S - Member

c) Mr. M V Sampath Kumar Mr. M V Sampath Kumar - Member

d) Mrs. Gauri A Mehta Mrs. Gauri A Mehta - Member

iv) Corporate Social Responsibility Committe:

a) Mr. M V Sampath Kumar Mr. M V Sampath Kumar - Chairman

b) Mr. Sudhir Kumar Hasja Mr. Sudhir Kumar Hasja - Member

c) Mrs. Gauri A Mehta Mrs. Gauri A Mehta - Member

11. VIGIL MECHANISM:

Your Company has established Whistleblower Policy for Vigil Mechanism (for Directors and Employees to report genuine concerns) pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company http://www.mro-tek.com/pdf/Whistle%20Blower%20 Policy.pdf,

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(a) I n the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

13. EXTRACT OF ANNUAL RETURN:

As required, under 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 form attached as a part of this Annual Report (Annexure II).

14. AUDITORS:

The Auditors, Messrs K. S. Aiyar and Co, Chartered Accountants (registered with ICAI, Firm Registration Number is 100186W, who were appointed in the 33rd Annual General Meeting held on 28^th September, 2017 for a period of 4 years continue to act as Statutory Auditors of the Company for the Financial year 2018-19 and ratification of their appointment is not required as per the amended provisions of the Companies Act, 2013.

15. SECRETARIAL AUDIT:

The Secretarial Audit for the Financial year 201718 was conducted as required under Section 204 of the Companies Act, 2013 by Mr. Vijayakrishna K T, Company Secretary in terms of Section 204(3) of the Act. The Secretarial Audit report is enclosed to the Report of the Board of Directors in terms of Section 134(3) (f) read with Section 204 (1) of the Act is annexed to this Report (Annexure III).

16. DISCLOSURE ABOUT COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, dated December 31, 2014 issued by Ministry of Corporate Affairs (MCA), the cost audit records maintained by the such Companies, as may be prescribed, in respect of the products covered as per the above dated notification issued by the MCA is required to be audited by an Cost Accountant.

However, the Company not being a prescribed Company as per the rules, the Cost Audit is not applicable for the year under Report.

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

(a) Conservation of Energy:

Your Company is duly certified under ISO/IEC 27001:201( Information security Management System) and ISO /IEC 20000-1:2011 (Information Technology services Management System). Every possible effort is being made / introduced to conserve and avoid wastage of energy.

(b) Technology Absorption:

During the year no amount was incurred towards Capital Expenditure in this division. On revenue account, an amount of Rs. 16,14,481/-(Prev. year-Rs. 29,68,580/-)was expended and absorbed in these accounts, in accordance with the applicable Accounting Standards.

The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

Full details of foreign exchange earnings and expenditure are furnished under Para (e) of Note 26 II on ''Notes on accounts and other explanatory information.

18. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31^st March, 2018.

19. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company''s Management at all levels of the organization.

The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures, statutory compliances with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any loan, guarantees or investments of any nature during the year under review.

21. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board about risk assessment and minimization procedures and periodical review to ensure that executive Management controls risk by means of a properly designed framework. The policy details available at this link http://www.mro-tek.com/pdf/MRO-TEK-Risk Management Management Policy.pdf

22. RISK AND AREA OF CONCERN:

The Company laid down a well defined risk Management mechanism covering the risk mapping and trending analysis, risk exposure, potential impact and risk mitigating process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non business risk. The Audit Committee, Risk Management Committee, and the Board periodically review the risks and suggest steps to be taken to manage/mitigate the same.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

23. NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed in the website at http//www.mro-tek.com/pdf/Nomination and Remuneration Policy.pdf /

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company has continuously been incurring losses from past years except last two financial year. Hence, the Company was not required to incur any CSR Expenditures during the year.

However your Company has been taking and encouraging employees to take part in the Swache Bharat Abhiyan and other social work.

25. RELATED PARTY TRANSACTIONS:

All Related Party Transactions which were entered into, during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Parties Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee was obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Parties Transactions are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. Web link for the same is http://mro-tek.com/pdf/ 20 5 15 RPT Policy.pdf and also Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 annexed to this report as (Annexure IV).

26. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

27. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration are annexed to this report as (Annexure-V).

28. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are continued to be listed on the BSE Limited (BSE) Mumbai and the National Stock Exchange of India Ltd, (NSE) Mumbai. The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to NSE and BSE where the Company''s Shares are listed.

The Board of Directors has authorized Chairman, Managing Director and the Chief Financial Officer, severally for reporting disclosure of the material events, if any in terms of Regulations 30 of the said Regulations.

29. CORPORATEGOVERNANCEANDSHAREHOLDERS INFORMATION:

As required under the Companies Act, 2013, your Company has taken adequate steps to adhere to all the stipulations laid down under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A report on Corporate Governance is included as a part of this Annual Report as (Annexure -VI).

Certificate from a Practising Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, obtained is attached to this report.

30. CAPITAL EXPENDITURE:

As on 31st March, 2018, the gross tangible and intangible assets stood at Rs. 9,66, 62, 703/- and the net tangible and intangible assets, at Rs 7,47,17,931/-. Additions during the year amounted to Rs. 7,47,17,930/. The Company has recognized impairment loss of Rs 7,66,099/- during the year.

31. JOINT VENTURE:

Your Company had received the capital contribution and Balance over & above the Capital Contribution amount of Rs. 72,52,000/- (Rupees Seventy two lakhs fifty two thousand only) and Rs. 92,82,560 ( Rupees Ninety two Lakhs eighty two thousand five hundred and sixty only) in the voluntary liquidation process.

Your Company owns 49% shareholding in the Joint Venture Company.

32. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which in the opinion of the Board affects going concern status of the Company.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

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

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:

No of complaints received : NIL

No of complaints disposed off : NIL

35. CODE OF CONDUCT:

In terms of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, all the Member s of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the year FY 2017-18. As required under Schedule V (D) of the said Regulations, a declaration signed by the Managing Director and Chief Finance Officer of the Company stating that the Member s of the Board and the Senior Management Personnel have affirmed compliance of their respective code of Conduct.

36. DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied

37. ACKNOWLEDGEMENTS

Your Directors would like to acknowledge the role of all its Stakeholders viz, Shareholders, Bankers, Lenders, Customers, Vendors, and all other acquaintances for their continued to support to your Company and the confidence and faith that they have always reposed in your Company.

Your Directors acknowledge and appreciate the guidance and support extended by all the Governmental agencies, the Regulatory authorities including Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Karnataka, Stock Exchanges BSE/NSE and the NSDL/CDSL.

For & on behalf of the Board of Directors

For Mro- Tek Realty Limited

SD/-

Aniruddha Bhanuprasad Mehta

Chairman & Managing Director

DIN: 00720504

Place: Bengaluru

Date : 23 .05.2018

Mar 31, 2016

The Board of Directors has pleasure in presenting the 32nd Annual Report and Audited financial results for the year ended 31st March, 2016 together with the Independent Auditors'' Report and the Secretarial Audit Report.

1. FINANCIAL RESULTS:

Particulars	2015-16 (Rs. Lakhs)	2014-15 (Rs. Lakhs)
Net Revenue from operations	2,928.52	4,095.14
Other Income	24.70	68.87
Operational Profit (Loss) before Interest and Depreciation	9.29	(219.41)
Operational Profit (Loss) before Interest	(109.61)	(353.43)
Interest and other Finance Costs	(149.02)	(207.21)
Operational Loss before Taxation and Extraordinary/ Exceptional items	(258.63)	(560.64)
Exceptional Items and Extraordinary items	(1,288.97)	-
Profit /(Loss) before Tax	(1547.60)	(560.64)
Provision for Taxation (Deferred Tax Adjustments)	(0.88)	(8.26)
Profit / (Loss) after Taxation	(1548.48)	(568.90)
Loss from Discontinuing Operations	(1,320.90)	(548.48)
Loss for the period	(2,869.38)	(1,117.38)

The Company has incurred losses during the year and hence, there is no question of transfer of profits to reserves during the year.

PERFORMANCE:

During the year under review

- The Company earned operational profit of Rs 9.29 Lakhs before exceptional items / extraordinary items, discontinuing operations, finance cost and depreciation during the year 2015-16 as against operational loss of Rs 219.41 Lakhs during the previous year.

- The recessionary trend in overall business continued to prevail in the market creating complex environment to capture the business.

- The Company faced cash flow deficiency and hence adopted the method of liquidating the non- moving and slow moving inventory to strengthen the fund flow position. With this, the Company achieved contribution margin of 44.15 % as compared to previous year''s 33.97 %.

- The Company carried out restructuring activities including reduction of manpower and consequently incurred retrenchment and compensatory expenditures of Rs 353.01 Lakhs.

- The Company reduced the manpower cost to significant extent by bringing down the number of employees to 16 during the year. The required manpower resources are being met on need basis by hiring through agencies.

- The Company carried out the impairment testing for the existing building at Hebbal, Corporate Office which is subject to development as per Development agreement entered on January 1, 2016 and recognized impairment of building to the extent of Rs 756.59 Lakhs.

- Due to continued cash losses, the Board of Directors resolved to discontinue "Solar Based Equipment & Projects" in the Meeting held on January 14, 2016.

- The Company incurred loss of Rs 1320.90 Lakhs from discontinuing operations of Solar business segment during the year as Rs 548.48 Lakhs during the corresponding previous year.

- The Total turnover of the Company reduced to Rs 2,953.22 Lakhs from Rs 4,164.01 Lakhs due to tough competition and working capital constraints.

- To overcome working capital constraint and to meet restructuring cost, the Company decided to opt for development of property situated at Hebbal and received the non refundable amount of Rs 900 Lakhs.

- The Company decided to include Real estate development as an additional main object of the Company after complying with all the prescribed procedures and converted immovable property situated at Hebbal into stock in trade.

- Serious efforts are being infused to reduce the general and administration cost during the year under review.

- The Networking Products Space recorded turnover of Rs. 2928.52 Lakhs as compared to Rs. 4095.13 Lakhs in the previous year. Details on segmental revenue and performance are furnished in Para II (g) of Note 26 on ''Additional Notes'' to Accounts.

- Accumulated losses stood at Rs 7,849.24 Lakhs for the year ended 31st March 2016 as against Rs 4,979.86 Lakhs in the last year.

The net worth of the Company is negative due to recognition of impairment cost of building, substantial restructuring cost and the loss recognized under the Discontinuing operation. However, the Company has not recognized the non refundable amount received to the tune of Rs 900 Lakhs as revenue during the year under review.

The Company proposed to the Board of its Joint Venture Company, RAD-MRO Manufacturing Private Limited to initiate the liquidation proceedings. The hearing in respect of appeal before CESTAT is yet to take place and we are waiting for disposal of the case to initiate the liquidation proceedings.

2. SHARE CAPITAL:

The Company has Authorized share capital of Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 3,00,00,000 (Three crores) equity share of Rs. 5/- (Rs. Five only) each. During the year Company has Paid-up Equity Capital of Rs. 9,34,23,010/- (Rs. Nine Crores Thirty Four Lakhs Twenty Three Thousand and Ten only) divided into 1,86,84,602 equity shares of Rs. 5/- (Rs. Five only) each.

During the year under review the Company has not issued shares with/without differential voting rights nor granted stock options or sweat equity shares.

3. CHANGE IN NATURE OF BUSINESS , NAME AND REGISTRED OFFICE:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

However, the Company altered its Object Clause of the Memorandum of Association by adding two new Clauses 2 and 3 relating to Real Estate activities to the existing Clause of Memorandum of Association vide approval of Members by way Special Resolution dated 19th March, 2016 passed through Postal Ballot notice dated 9th February, 2016.

The Company has obtained necessary approval from the Registrar of Companies for alteration of Main Objects.

The Company has obtained necessary approval from its Shareholders by way of Special Resolution through Postal Ballot for change of name to MRO-TEK Realty Limited and further it has obtained the approval from the Registrar of Companies, Karnataka endorsing the change of name vide certificate dated 11th day of May, 2016. The Company has obtained in principle approval from BSE Limited and National Stock Exchange Limited for change of name of the Company.

The Company has shifted its Registered office from Bellary Road, Hebbal, Bangalore - 560024 to No.6, New BEL Road, Chikkamaranahalli, Bangalore -560054 with effect from 12th May, 2016 as per the resolution passed at the Board Meeting of the Company held on 5th May, 2016.

4. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

On 19th May, 2016, Mr. Aniruddha Mehta, Mrs. Gauri A. Mehta and Messrs Umiya Holding Private Limited collectively called as ''the Acquirers'' entered into Share Purchase Agreement with the Promoters of the Company to acquire 74,10,056 Equity Shares of Rs. 5/- each at a price of Rs.40/- per Equity Share, which triggered the ''Open Offer'' pursuant to Regulation 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Subsequently, the Acquirers engaged Investment Bankers and initiated actions on the ''Open Offer''

Pervious promoters of the Company i.e. Mr. S. Narayanan, Mr H Nandi, Mrs. Jayashree Narayanan, Mrs. Shyamali Nandi, Mr. Murari Narayanan and Mrs. Prakrithy N, who were collectively holding 74,10,056 shares (39.66 % of total Share Capital) transferred their shareholding to Mr. Aniruddha Mehta, Mrs. Gauri A Mehta and Messrs Umiya Holding Private Limited as New Promoters of the Company and their shareholding are as follows:

New Promoters Share holding:

S. No	Name of Promoters	Acquisition of shares through SPA	Through Open offer	Total Share holding	% to total Paid up Capital
1.	Aniruddha Mehta	30,00,000	12,223	30,12,223	16.12
2.	Gauri A. Mehta	4,00,000	86,064	4,86,064	2.60
3.	Umiya Holding Private Limited	40,10,056	1,98,719	42,08,775	22.53
	Total	74,10,056	2,97,006	77,07,062	41.25

Further, the Management carried out the physical verification of assets as part of management process and observed assets having net book value of Rs 48,20,843 / to be written off.

5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant events subsequent to the date of financial statements apart from the matters specified in the above Para 4.

6. DIVIDEND:

Whilst your Directors understand the sentiments of the Investors, the losses incurred in the year that has passed, constrained the Board to state that the dividend could not be recommended.

However, the Directors will strive hard to bring the Company back to dividend track before long and the improving performance of the Company is hoped to continue to facilitate consideration of dividend in the days to come.

7. BOARD MEETINGS:

During the year, six(6) meetings of the Board of Directors were held on the following dates: 27.05.2015, 03.08.2015, 04.11.2015, 24.12.2015, 14.01.2016 and 09.02.2016 and related details including that of the various committees constituted by the Board, are made available in the Report of Directors on Corporate Governance forming part of the Annual report placed before the Members.

8. Committees of the Board:

Currently the Board has six Committees viz. Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Independent Directors Committee, the Risk Management Committee and prevention of Sexual Harassment against Women at Work place Committee. A detailed note on the composition of the Board and its Committee and other related particulars are provided in the Report of Directors on Corporate Governance forming part of this Annual Report.

9. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Consequent upon the Open Offer and change in Management, the Committees were reconstituted on 8th August, 2016 and the information on the same are as below:

Re-constitution of Board of Directors:

Outgoing Directors:

Mr. S. Narayanan, Chairman and Managing Director and Mr. H. Nandi, Managing Directors of the Company, Mr. N. Sivaram, Mr. N.K. Rajasekharan and Mr. K. Rajamani respective Independent Director of the Company.

Ms. Sunanda Nag, Woman Director on Board, resigned from the office of directorship w.e.f 14th January, 2016.

Incoming Directors:

Mr. Aniruddha Mehta as Chairman and Managing Director of the Company, Mrs. Gauri A Mehta as Director of the Company, Mr. S.Radhakrishnan, Mr. Sudhir Kumar Hasija, and Mr. M V Sampat Kumar as Independent Directors.

Brief profile of each new Director:

1. Mr. Aniruddha Mehta - Chairman & Managing Director : (Age: 55 years)

Mr. Aniruddha Mehta, a born entrepreneur and a visionary leader, has been the iconic figure behind the success of the Umiya Group. He possesses a wide range of expertise and special skills instrumental in building a company committed to develop quality projects with sheer passion, diligence and a burning desire to achieve excellence. A graduate from Mumbai, Mr. Aniruddha Mehta is blessed with a keen business acumen that was honed while working with his uncle, who ran a public limited company and his grandfather in the Clearing & Freight Forwarding business. An opportunity that presented itself while on a business trip established him in Bangalore.

A small up market residential project saw the birth of Umiya in the year 2000 and there was no looking back. A few more residential projects gave Mr. Mehta the confidence to expand his horizon beyond Bangalore and the first step to his dream was fulfilled by setting up his business in Goa in the year 2007.

2. Mrs. Gauri Aniruddha Mehta - Non Executive Non Independent Director : (Age: 52 years)

Mrs. Gauri Aniruddha Mehta, born in business family, graduated in Arts and a landscape architect by passion, having vast experience in designing.

3. Mr. Radhakrishnan Seetharaman - Independent Director : (Age: 51 years)

Business Unit CFO, CIO at Nestle India; Chartered Accountant (FCA); Company Secretary (ACS); Mr. Radhakrishnan Seetharaman is a dynamic Professional having vast experience in the field of Finance and Accounts; He had worked in different position in Top management during his entire Career and contributed immensely in the key strategic planning .

4. Mr. Sudhir Kumar Hasija - Independent Director: (Age: 60 years)

Mr. Sudhir Kumar Hasija, is first generation entrepreneur and pioneer in the field of electronics and telecommunication. He is the founder of well known mobile manufacturing company "KARBONN".

5. Mr. M V Sampath Kumar - Independent Director: (Age: 72 years)

Mr. M.V. Sampath Kumar is Bachelor of Engineering, Mech., Bangalore University has been a successful manager with a proven track record and is now holding a Senior position in a large organization.

He held management consultant positions in Indonesia - commonwealth - UK, President / Director in various companies in India, Africa, Indonesia, with offices in Europe, USA, Canada, and South East Asia.

Mr. Srivatsa who was appointed as Compliance Officer of the Company w.e.f 09.02.2016, ceased to be so with effect from 8th August, 2016.

During the year, Mr. M. D. Muralidharan, who was appointed as Company Secretary and Key Managerial Person on 3rd August, 2015 resigned from office w.e.f. 9th February 2016. Your Management has appointed Mr. Barun Pandey, a qualified Company Secretary in his place and appointed him as Compliance officer with effect from August 8, 2016.

The newly constituted Board thanks Mr. S Narayanan and Mr. H Nandi, who have promoted your Company and who have been responsible for nourishing the Company to take to higher levels.

Your Board places on record its appreciation for the contribution and support extended by the outgoing Directors.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

11. COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:

Following are the compositions of various Committees:

	Up to 8.8.2016	After 8.8.2016
i)	Audit Committee:
a)	Mr. K. Rajamani	Mr. S. Radhakrishnan	- Chairman
b)	Mr. N. Sivaram	Mr. Sudhir kumar Hasija	- Member
c)	Mr. N K. Rajasekharan	Mr. M V Sampath Kumar	- Member
d)	-	Mrs. Gauri A Mehta	- Member
ii)	Nomination and Remuneration Committee
a)	Mr. K Rajamani	Mr. Sudhir kumar Hasija	- Chairman
b)	Mr. N. Sivaram	Mr. S. Radhakrishnan	- Member
c)	Mr. N K. Rajasekharan	Mr. M V Sampath Kumar	- Member,
d)	-	Mrs. Gauri A Mehta	- Member
iii)	Stakeholders Relationship Committee:
a)	Mr. K Rajamani	Mr. Sudhir kumar Hasija	- Chairman
b)	Mr. N. Sivaram	Mr. S. Radhakrishnan	- Member
c)	Mr. N K. Rajasekharan	Mr. M V Sampath Kumar	- Member
d)	-	Mrs. Gauri A Mehta	- Member

12. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and The Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, its Committee and the Directors individually. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13. VIGIL MECHANISM:

Report details of establishment of Vigil Mechanism (for Directors and Employees to report genuine concerns) pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Regulation 22 of SEBI (Listing obligations and Disclosure Requirements) Regulation 2015 of the Listing Agreement is posted on the website of the Company http://mro-tek.com/pdf/ Whistle%20B lower%20Policy.pdf

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(a) In the preparation of the Financial Statements, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(d) The Directors had prepared the Financial Statements on a going concern basis; and

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

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

15. EXTRACT OF ANNUAL RETURN:

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

16. AUDITORS:

The Auditors Messrs Singhvi, Dev & Unni, Chartered Accountants, (Firm Registration No 003867S) retire at the ensuing Annual General Meeting; the said Auditors have expressed inability to continue to act as Auditors. Your Board, based on the proposal from a Shareholder and on the recommendation of the Audit Committee, has appointed Messrs K. S. Aiyar and Co. (ICAI Firm Registration No. 100186W) as the Statutory Auditors of the Company.

The Company has received a certificate under Section 141 of the Companies Act, 2013 from the said firm that their appointment would within the limits specified therein.

Your Directors recommend the appointment of Messrs K. S. Aiyar and Co., Chartered Accountants as the Statutory Auditors for the financial year ending 31st March 2017. The Resolution seeking approval of the Members for appointment of Statutory Auditors and fixation of their remuneration and authorization to the Board of Directors are included in the notice convening the ensuing Annual General Meeting.

17. SECRETARIAL AUDIT:

The Secretarial Audit for the Financial year 2015-16 was conducted as required under Section 204 of the Companies Act, 2013 by Mr. Vijayakrishna K T, Company Secretary in terms of Section 204(3) of the Act. Your Directors are pleased to inform that there was no qualification made by the said Company Secretary in their Secretarial Audit report. The Secretarial Audit report is enclosed to the report of the Board of Directors in terms of Section 134(3) (f) read with Section 204 (1) of the Act is annexed to this Report (Annexure III). The observations made in the said Report have been duly considered by the Board and will be addressed suitably.

18. DISCLOSURE ABOUT COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, dated December 31, 2014 issued by Ministry of Corporate Affairs (MCA), the cost audit records maintained by the such Companies, as may be prescribed, in respect of the products covered as per the above dated notification issued by MCA is required to be audited by an Cost Accountant.

However, the Company not being a prescribed company as per the rules, the Cost Audit is not applicable for the year under report.

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

(a) Conservation of Energy:

Your Company is duly certified under ISO 14001:2004 (Environment Management System).

Every possible effort is made / introduced to conserve and avoid wastage of energy.

(b) Technology Absorption:

During the year no amount was incurred towards Capital Expenditure in this division. On revenue account, an amount of Rs 1.24 Crores (Prev. year- Rs. 1.70 Crores) was expended and absorbed in these accounts, in accordance with the applicable Accounting Standards.

(c) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished under para 12 and 13 of Note 26 II on ''additional notes to accounts''. However, following are exhibited:

Earning - Rs. 11,40,411/

Outgo - Rs. 13,77,61,143/

20. DEPOSITS:

21. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures, statutory compliances with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any loan, guarantees or investments of any nature during the year under review.

23. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. The policy details available at this link http://www.mro-tek.com/pdf/ MRO-TEK-Risk_Management_Policy.pdf

24. RISK AND AREA OF CONCERN:

The Company has laid down a well defined risk management mechanism covering the risk mapping and trending analysis, risk exposure, potential impact and risk mitigating process. A details exercise is being carried out to identify, evaluate, manage and monitor and non business risk. The Audit Committee, Risk Management Committee, and the Board periodically review the risks and suggest steps to be taken to manage/mitigate the same.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

25. NOMINATION AND REMUNERATION COMMITTEE POLICY:

26. CORPORATE SOCIAL RESPONSIBILITY:

The Company has continuously been incurring losses from past three financial years. Hence, the Company was not required to incur any CSR Expenditures during the year.

27. RELATED PARTY TRANSACTIONS:

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

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. Web link for the same is http://mro-tek.com/ pdf/20_5_15_RPT_Policy.pdf and also Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 annexed to this report as (Annexure IV).

28. ANNUAL BOARD EVALUATION:

29. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration are annexed to this report as (Annexure-V).

30. LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company continued to be listed on the BSE Limited (BSE) Mumbai and the National Stock Exchange of India Ltd, (NSE) Mumbai. The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE and BSE where the Company''s Shares are listed.

The Securities Exchange Board of India (SEBI) has notified the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, on September 02, 2015 with the aim to consolidate and streamline the provisions of Listing Agreement for different segments of capital to ensure better enforceability. The Regulations were made effective from December 01, 2015. Accordingly, as per the requirements, your Company entered into Listing Agreements with the NSE and BSE within the prescribed period.

Mr. Barun Pandey, a Company Secretary has been appointed as Compliance Officer of the Company consequent upon resignation of Mr. M. D. Muralidharan, Company Secretary of the Company. The Board of Directors has authorized Chairman, Managing Director and the Chief Financial Officer, severally for reporting disclosure of the material events, if any in terms of Regulations 30 of the said Regulations.

31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As required under the Companies Act, 2013, your Company has taken adequate steps to adhere to all the stipulations laid down Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A report on Corporate Governance is included as a part of this Annual Report as (Annexure -VI).

Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, obtained is attached to this report.

32. CAPITAL EXPENDITURE:

As on 31st March, 2016, the gross tangible and intangible assets stood at Rs. 36,58,80,267/- and the net tangible and intangible assets, at Rs 9,41,98,598/-, Additions during the year amounted to Rs. 72,001/-. The Company has incurred impairment loss of Rs 7,56,59,286 for Corporate office building. Further, an amount of Rs 5,06,077 has been recognized as impairment loss towards assets related to solar business. The Company has not purchased any assets under lease.

33. JOINT VENTURE

As reported in prior year/s, the activities in the JV Company viz., RAD-MRO Manufacturing Private Limited, Bangalore, were suspended from November, 2007. The Company still awaits procedural completion of requisite legal formalities, soon after which, further actions for (Members voluntary) winding-up of this JV Company will be initiated. Efforts are being taken to expedite the same.

In the meanwhile, this JV Company continues to register revenue by way of Interest Income (on Fixed Deposit/s with the Bank) which earning is adequate to meet its outgo commitments (by way of professional charges and connected expenses) for completion of the presently-pending activities, and also leave behind a nominal surplus, thereby retaining positive Net Worth in the Company. Such financials are detailed in Para (l) of Note 26 II on ''additional notes to accounts''.

Steps have been taken towards winding up of Joint Venture under the Companies Act, 1956/2013.

34. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which in the opinion of the Board affects going concern status of the Company.

35. INDUSTRIAL RELATIONS:

Due to sustained losses incurred by the Company, Board of Directors decided to carry out restructuring activity in the interest of the Company to reduce overhead costs including manpower cost. Subsequently, the Company offered retrenchment compensation to the Factory workers as per the Industrial Disputes Act, 1947 and other terminal benefits as agreed with workers. However, Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-2016:

No of complaints received : NIL

No of complaints disposed off: NIL

37. MANAGEMENT DISCUSSION AND ANALYSIS:

The following Management''s Discussion and Analysis ("MD&A") should be read in conjunction with the financial statements and accompanying notes ("Financial Statements") of MRO-TEK REALTY LIMITED for Financial Year ended March 31, 2016.

1. Segment wise or Product wise performance

2. Risk and Concerns

3. Internal Control Systems and their adequacy

4. Discussion on financial performance with respect to operational performance

5. Material Developments in Industrial Relations front

In addition to the above, the following points have been furnished below.

FORWAD LOOKING AND CAUTIONARY STATEMENTS

The statements in this report describing the Company''s objectives, estimations, expectations or projections, outlook etc., may constitute forward looking statements within the meaning of the applicable Rules, Laws and Regulations. Actual results may vary from such expectations, projections etc., whether express or implied. These statements are based on certain assumptions and expectations of future events over which the Company has no direct control.

Industry Structure and Development, Strengths, Weakness, Opportunities and Threats, Major initiatives undertaken and planned to ensure sustained performance and growth;

There has been lot of emphasis on human resources skill development, special universities to catering to the Electronics and Renewable Energy industry. This will have a positive impact on the Company, as it gives lot of emphasis on the indigenous development of products. MRO-TEK has always tried to do indigenization of design and manufacture to reduce the cost of the equipments and less dependency on the foreign vendors for spares and other maintenance activities.

In the networking sector, though, there is nothing much happening on indigenous lines. All the products which are in use in data and communication networks in India are designed/developed/manufactured/tested outside the country. We have networking and communication equipments from every fathomable part of the world right from USA in the West to the far eastern countries like Taiwan, but hardly any from India.

MRO-TEK is a Public Limited Company that is doing its bit to help hold up the Indigenous flag in the networking space for India. Since its inception in 1984, The Company has been, is and will be an Indigenous player in the true sense of the word.

The entire process involved right from the conception of a new idea and the eventual evolution of this idea into a real world product through the R&D and Manufacturing is done indigenously.

We also take great pride in the fact that with the added activities of R&D and Manufacturing, we are still a Green ISO 14001 certified company. Our complete manufacturing process is certified "GREEN".

Real estate sector is one of the most critical sectors of Indian economy due to its huge multiplier effect on the economy. Any impact on real estate sector has a direct bearing on economic growth. 100% Foreign Direct Investment (FDI) was permitted for Indian real estate sector in 2005, which had led to a boom in investment and developmental activities in later years. According to DIPP, total FDI inflow in construction development sector (including townships, housing, built-up infrastructure) during April 2000 to September 2015 has been around US$ 24.16 billion which is about 9% of total FDI inflows (in terms of UD$) from April 2000 to September 2015 as per Federation of Indian Chambers of Commerce & Industry (FICCI) survey report.

During the year "MRO-TEK LIMITED" had included Realty Business in its Main object, as per the Company''s Business Strategy to overcome its past losses.

CAUSE OF DIVERSIFICATION OF BUSINESS:

1. Cash flow Crisis :

With reference to Resolution passed by Board of Directors at their meeting held on 19th February 2015. The Board had recalled the Continuing cash Losses and resolved to sell its land and properties, where Corporate Office and Manufacturing Premises were presently situated and shift both the facilities to smaller rented premises.

2. Continues Losses in Solar Business;

- Due to high working capital requirement.

- Delayed or non-payment from Customers.

- Non-moving /slow moving inventories.

3. Suitable Property Developer Identified:

With reference to Resolution passed by Board of Directors at its meeting held on 4th November, 2015 for entering into a joint development agreement, which is subject to approval by Shareholders under section 180 of Companies Act, 2013 and other applicable laws with the reputed business house.

Pursuant to Section 110 of the Companies Act, 2013 and other applicable Rules, Companies has passed Special Resolution for entering into Joint venture including the joint development of the Properties through postal ballot held on 22nd December, 2015.

After due deliberation and long search Company found the Suitable and Reputed Business entity called "Umiya Builders and Developers".

TURN AROUND ACTIONS

1. Company has reduced manpower from 197 to 16 (permanent employees/ employees on pay roll) during the year under review.

2. Hired workers or staff on contractual terms to optimize the utilization of resources on need basis.

3. Entered into Development Agreement with reputed business firm to utilize the idle resources to generate working capital and to reduce the maintenance cost of the company.

4. Discontinued Solar Business to mitigate loss of the Company.

5. Included Realty Business in Main object and change the name from "MRO-TEK Limited" to "MRO-TEK Realty Limited" to suit the nature of business carried on by the Company

6. Vacated the corporate office premises and shifted to rented premises and accordingly altered its registered office.

SWOT ANALYSIS

MRO-TEK''S Strength

- We have new component supply agreements at optimum cost and with world class manufacturing unit at Electronic City we address different market segments, our area of operations have gone up in view of this.

- Since our core strength is Quality, Solution Design, On time delivery and effective 24/7 after sales support across India and hence we are recognized for our brand "MRO-TEK".

MRO-TEK''S Weaknesses

- Continuous obsolescence of technology, variation in business dynamics of service providers due to their own velocity of business.

- The above may increase non-moving inventory situations creating funds crisis.

- Also new entrants of competition may enjoy new technology which has just changed

MRO-TEK''S Opportunities

- New technologies, increasing consumer base of service providers will force them to increase the capex which will give us an opportunity to increase our business in 4G roll out, as all our products are internet connectivity oriented, this will serve as excellent growth curve and rapidly benefit us in our revenue.

- During the year the Company has entered into Development Agreement with Umiya Group and ventured into Realty Sector. Experience of Umiya Group in Realty Sector might help Company to recover its past losses.

- Realty Sector is one of the fastest growing sector in Bangalore, Karnataka.

MRO-TEK''S Threats

- A sluggish economy, increasing competition and increased government regulations are just a few external threats that can limit a company''s future success. Threats are outside events or influences that create future hurdles for a company.

- Lack of adequate working capital.

Material Developments in Human

Resources

The Company to retain the skilled employees made an effort to evaluate the performance and increase the remuneration during the year.

Due to past Financial Performance, The Company made an effort to reduce the manpower count from 197 at the beginning of the financial year to 16 at the end of the financial year. The Company paid compensation to its employees as part of restructure measure to the tune of Rs 3,53,00,539 during the year 2015-16.

38. CODE OF CONDUCT:

In terms of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, all the Members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the year FY 2015-16. As required under Schedule V (D) of the said Regulations, a declaration signed by the Managing Director & Chief Finance Officer of the Company stating that the Members of the Board and the Senior Management Personnel have affirmed compliance of their respective code of Conduct. http://www.mro-tek.com/pdf/Code_ of_Conduct%20_MRO-TEK.pdf

39. ACKNOWLEDGEMENTS

Your Directors appreciate and acknowledge the long term involvement and commitment to the Company by the outgoing promoters for building the reputed generally accepted brand in the industry and seek continues support for growth of the Company in future. The Employees who were associated with the Company have relentlessly contributed to the growth of the Company and they deserve to be complimented. Without their support, the Company could not have grown and sustained. The Board whole heartedly thanks employees at all levels including those who exited the Company.

Your Directors would like to acknowledge the role of all its stakeholders viz, shareholders, bankers, lenders, customers, vendors, and all other acquaintances for their continued to support to your Company and the confidence and faith that they have always reposed in your Company.

For & on behalf of the Board of Directors

S Narayanan

Chairman & Managing Director

DIN : 00037980

Place : Bangalore

Date : 8th August, 2016

Mar 31, 2015

THE MEMBERS OF MRO-TEK LIMITED

The Board of Directors have pleasure in presenting the 31st Annual Report and Audited financial results for the year ended 31st March, 2015 together with the Independent Auditors'' Report.

1.FINANCIAL RESULTS 2014-2015 2013-2014 (Rs. Lacs) (Rs. Lacs)

Net Revenue from operations 5,616.42 6,776.12

Other Income 67.67 29.07

Loss before Depreciation 972.21 909.69

Depreciation 136.90 240.44

Loss before Taxation 1,109.11 1,150.13

Provision for Taxation (Deferred Tax Adjustments) 8.27 (8.29)

Loss after Taxation 1,117.38 1,141.84

Exceptional Items -

Income from Capital Gains - -

Adjustments towards extra ordinary items - (6.19)

Loss for the period 1,117.38 1,135.65

The Company has incurred losses during the year and hence, there is no proposal of transfer of profits to reserves during the year.

PERFORMANCE:

During the year under review,

- the recessionary trend in overall business continued to prevail in the market created complex environment to capture the business.

- the turnover of the Company reduced to Rs 56.16 Crores from Rs 67.76 Crores due to reduction in turnover from Solar Projects.

- lack of clarity on the part of Central government in grant / subsidy sanction created the disturbance in Renewable Energy Industry resulted in lower revenue.

- lack of subsidy from Government coupled with competition affected the margin of Solar power projects during the year.

- the Solar Based Equipment and Project Business recorded turnover of Rs 15.21 Crores as compared to Rs 24.87 Crores in the previous year.

- the Networking Products Space, recorded turnover of Rs. 40.95 Crores as compared to Rs. 42.89 Crores in the previous year. Details on segmental revenue and performance are furnished in Para ''g'' of Note 26 II of ''Notes on Accounts and other explanatory information''.

- stiff competition and increased cost due to high inflation resulted in operating loss of Rs 11.02 Crores as against the loss of Rs 8.85 Crores in the previous year.

- Accumulated losses stood at Rs 49.80 Crores for the year ended 31st March 2015 as against Rs 38.50 Crores in the last year.

- provision has been made for an estimated amount of Rs 0.10 Crores (previous year- Rs 2.65 Crores) in respect of certain items of non/slow-moving inventory, based on Generally Accepted Accounting Practices and estimates by the company;

- Continuous efforts are being made to use slow / non moving stocks to manufacture other products or dispose off in a conducive manner.

- after considering the above, the Net Operating Results show a loss of Rs 11.12 Crores as against Rs.11.50 Crores of the previous year;

Your Company has taken steps to restructure the business by reduction of manpower and cost control methods.

Efforts are being taken to optimize available resources to reduce the overall costs of the company.

The Company proposed to the Board of its Joint Venture Company, RAD-MRO Manufacturing Private Limited to initiate the liquidation proceedings.

2. SHARE CAPITAL:

The Company has increased its Authorised Share Capital from Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 2,40,00,000 (Two Crores Forty Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 30,000,000 (Three Crores) Equity Shares of Rs. 5/- (Rupees Five only) each by passing Special Resolution by the Members of the Company during the year under report.

During the year under review the Company has not issued shares with/without differential voting rights nor granted stock options nor sweaty equity shares.

3. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

4. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As reported elsewhere, subsequent to 31st March 2015, steps were initiated to winding up of Joint Venture Company.

Perhaps the Shareholders will recall that the Company had notified the Stock Exchange on the proposal of disposal of its landed properties. Actions are being initiated towards this objective.

Mr. M. D. Rajan, Company Secretary, who was appointed during the year, expired in the month of July, 2015.

6. DIVIDEND:

Whilst your Directors understand the sentiments of the Investors, the financials of the year that has passed, constrained the Board to state that the dividend is not recommended.

However, the Directors will strive hard to bring the Company back to dividend track before long and the improving performance of the Company is hoped to continue to facilitate consideration of dividend in the days to come.

7. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary.

The Board of Directors duly met 6 (Six) times from

01.04.2014 to 31.03.2015 on the following dates: 29.05.2014, 06.08.2014, 16.10.2014, 12.11.2014,

28.01.2015 and 19.02.2015.

8. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Ms. Sunanda Nag, who was appointed as an Additional Director, holds office up to the date of this Meeting; is proposed to be appointed as an Independent Director of your Company.

Notice has been received from a member of the Company under Section 160 of the Companies Act, 2013 along with deposit of Rs. 1,00,000/-.

Mr. N K Rajasekharan, Director of the Company, is proposed to be appointed as Independent Director for consecutive 5 years and he fulfills the requirements as per the new Companies Act, 2013 His appointment is proposed under Special Business.

Due to personnel commitments, Mr. A. Mohan Rao offered to step down from the office of Director during the year.

Your Board places on record its deep appreciation for the significant contribution and support extended by the outgoing Director.

Mr. S Narayanan, Chairman and Managing Director and Mr. H Nandi, Managing Director, retire by rotation, as per the new Companies Act, 2013 and being eligible, offers themselves for re-appointment.

During the year, Mr. M. D. Rajan was appointed as Company Secretary and a Key Managerial Personnel.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from

each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).( Annexure I)

10. COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:

Following are the composition of various Committees:

i) Audit Committee:

1. Mr. K. Rajamani - Chairman

2. Mr. N. Sivaram - Member

3. Mr. N K. Rajasekharan - Member

ii) Nomination and Remuneration Committee:

a) Mr. K Rajamani - Chairman

b) Mr. N. Sivaram - Member

c) Mr. N K. Rajasekharan - Member

iii) Stakeholders Relationship Committee:

a) Mr. K Rajamani - Chairman

b) Mr. N. Sivaram - Member

c) Mr. N K. Rajasekharan - Member

11. VIGIL MECHANISM:

Report details of establishment of Vigil Mechanism (for Directors and Employees to report genuine concerns) pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement and also posted on the website of the Company http://mro- tek.com/pdf/Whistle%20Blower%20Policy.pdf

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

13. EXTRACT OF ANNUAL RETURN:

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

14. AUDITORS:

At the Annual General Meeting of the Company held on 17th September, 2014, Messrs NSVM & Associates, Chartered Accountants, Bangalore were appointed as Statutory Auditors of the Company who subsequently expressed their inability to undertake the Audit due to inadequacy of trained resources.

Further, Extra Ordinary general Meeting was convened on 10th November, 2014 and Messrs Singhvi, Dev & Unni, Chartered Accountants, were appointed as Statutory Auditors of the Company for the year 2014-15 in place of Messrs NSVM & Associates, Chartered Accountants, Bangalore.

Now, the Auditors, Messrs Singhvi, Dev & Unni, Chartered Accountants, retire at the ensuing Annual General Meeting. The Company has received a certificate under Section 141 of the Companies Act, 2013 from Messrs Singhvi, Dev & Unni, Chartered Accountants, that their appointment would be within the limits specified therein.

15. SECRETARIAL AUDIT:

Secretarial Audit report as provided by Mr. S Kedarnath, Practising Company Secretary in the form of MR-3 is annexed to this Report. (Annexure III)

16. DISCLOSURE ABOUT COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, dated December 31, 2014 issued by Ministry of Corporate Affairs (MCA), the cost audit records maintained by the such Companies, as may be prescribed, in respect of the products covered as per the above dated notification issued by MCA is required to be audited by an Cost Accountant.

However, the Company not being a prescribed company as per the rules, the Cost Audit is not applicable for the year under report.

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

(a) Conservation of Energy:

Your Company is duly certified under ISO 14001:2004 (Environment Management System). Every possible effort is made / introduced to conserve and avoid wastage of energy.

Adequate facilities have been installed for rain

water harvesting, recycling of used water, solar- powered energy and maximum usage of natural lighting and ventilation, and thus implementing Go Green Policy in its total spirit.

(b) Research & Development:

The ever changing technology in the space of Networking Products casts a continuing responsibility on the role of R&D division in your Company. Efforts continue to introduce and promote Company''s own patentable products.

Efforts also continue to maximize utilization of the R&D unit''s expertise and technological skills, in finding state-of-the-art solutions, to provide more effective and revolutionary solutions, for all segments of Networking Products Industry.

During the year no amount was incurred towards Capital Expenditure in this division. On revenue account, an amount of Rs 1.70 Crores (Prev. year- Rs. 1.98 Crores) has been expended and absorbed in these accounts, in accordance with the applicable Accounting Standards.

(c) Technology Absorption:

The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost- saving methods.

(d) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished under para 12 and 13 of Note 26 II on ''additional notes to accounts''. However, following are exhibited:

Earning - Rs. 6,95,658/- Outgo - Rs. 22,99,97,133/-

18. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from the public as defined under the provisions of Companies Act, 2013 and accordingly, there were no deposits which were due for repayment on or before 31st March 2015.

19. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company''s management at all levels of the organization.

The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

21. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework.

22. CORPORATE SOCIAL RESPONSIBILITY:

The Company has incurred losses during the last three financial years. Hence, the Company was not required to make any CSR Expenditure during the year.

23. RELATED PARTY TRANSACTIONS:

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

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. Web link for the same is http://mro-tek.com/pdf/ 20_5_15_RPT_Policy.pdf and also Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 annexed to this report as (Annexure IV).

24. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

25. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration are annexed to this report as (Annexure-V).

26. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the Company''s Shares are listed.

27. CORPORATE GOVERNANCE AND

SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report as (Annexure -VI).

Certificate from the Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

28. CAPITAL EXPENDITURE:

As on 31st March 2015, the gross tangible and intangible assets stood at Rs. 54,12,98,605/- and the net tangible and intangible assets, at Rs 23,50,54,520/-. Additions during the year amounted to Rs. 2,20,68,444/-. The Company has not purchased any assets under lease.

29. JOINTVENTURE

As reported in prior year/s, the activities in the JV Company viz., RAD-MRO Manufacturing Private Limited, Bangalore, were suspended from November 2007. The Company still awaits procedural completion of requisite legal formalities, soon after which, further actions for (members voluntary) winding-up of this JV Company will be initiated. Efforts are being taken to expedite the same.

In the meanwhile, this JV Company continues to register revenue by way of Interest Income (on Fixed Deposit/s with the Bank) which earning is adequate to meet its outgo commitments (by way of professional charges and connected expenses) for completion of the presently-pending activities, and also leave behind a nominal surplus, thereby retaining positive Net Worth in the Company. Such financials are detailed in Para ''h'' of Note 26 II of ''Notes on Accounts and other explanatory information''.

Steps have been taken towards winding up of Joint Venture under the Companies Act, 2013.

30. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

31. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

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

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

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015:

No of complaints received : NIL No of complaints disposed off : NIL

33. MANAGEMENT DISCUSSION AND ANALYSIS:

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude to the steadfast patronage of the valued Customers and Vendors. Your Directors also place on record, their sincere appreciation of the dedication and commitment of the employees at all levels.

Your Directors wish to register their acknowledgement and appreciation for the timely support and co-operation being extended by the Banks and all their officials.

for & on behalf of the Board of Directors

Place : Bangalore S. Narayanan Date :3rd August 2015 Chairman & Managing Director

Mar 31, 2014

NIL

Mar 31, 2013

The Directors have pleasure in presenting herewith their Twenty Ninth Annual Report on the activities of your company during the year ended 31 March 2013.

FINANCIAL RESULTS

2012-2013 2011-2012 (Rs. Lacs) (Rs. Lacs)

Net Revenue from operations 4,958.56 3,413.74

Other Income 41.69 145.88

Loss before Depreciation 1,231.96 1,174.36

Depreciation 245.36 254.35

Loss before Taxation 1,477.32 1,428.71

Provision for Taxation

(Deferred Tax adjustments) (6.24) 5.56

Loss after Taxation 1,471.08 1,434.27

Exceptional items

(Income from Capital Gain) 151.71

Adjustments towards extraordinary items 0.85 (2.05)

Loss for the period 1,320.22 1,432.22

PERFORMANCE

During the year under review,

- the demand fluctuation from Customers owing to the slow- down and weak market sentiments continued to exert additional pressure on the manufacturers;

- however, the Company continuously strived to capture every opportunity by continuing its aggressive marketing efforts for its Access & Networking Products, which is now showing signs of transforming into orders;

- the company commenced full-fledged commercial operations in manufacture and supply of Solar Based Equipment & Products which contributed in augmenting the revenue. Details on segmental revenue and performance are furnished in para 17 of Note 26 on ''Additional Notes'' to Accounts;

- in the above setting, the net revenue, at Rs.49.59 crores, registered a growth, over Rs.34.14 crores of the previous year;

- suctiairfailedgrowm in revenie, further cost pressures, resulted in accomplishing margins, sufficient only tocoverapartofyourCompany''s overheads, thereby resulting in operating loss, which registered Rs.9.72 crores, as against operating loss of Rs. 10.32 crores during the previous year; G provision has been made for an estimated amount of Rs.5 crores (previous year- Rs.4 crores) in respect of certain items of non/slow-moving inventory, based on Generally Accepted Accounting Practices and estimates by the company;

- after considering the above, the Net Operating Results show a loss of Rs. 14.72 crores, as against Rs. 14.32 crores of the previous year;

- an amount Rs.1.52 crores, being amount attributable to Capital Gain, on account of acquisition of a portion of landed property by National Highway Authority of India, minimized the operating loss to that extent, with which the declared loss as in financial statements works-out to Rs.13.20 crores, as against Rs. 14.32 crores of the previous year;

- while operating results were negative during the first three financial quarters, with comparatively higher revenues, the operations during the final quarter ended 31 March 2013, resulted in a positive note;

- taking this as a turn-around sign, your Directors are hopeful of achieving increased revenue and profits in the coming months.

DIVIDEND

Under these trying circumstances, your Directors are unable to recommend any dividend this year too which, with your whole- hearted co-operation and support, will facilitate optimization of presently existing cash resources, for operational requirements.

CONSERVATION OF ENERGY

Your company is duly certified under ISO 14001:2004 (Environment Management System). Every possible effort is made / introduced to conserve and avoid wastage of energy.

Adequate facilities have been installed for rain water harvesting, recycling of used water, solar-powered energy and maximum usage of natural lighting and ventilation, thus implementing Go Green Policy in its total spirit.

RESEARCH & DEVELOPMENT

The ever changing technology in the space of Access and Networking casts a continuing responsibility on the role of R&D division in your Company. Efforts continue to introduce and promote for one more of the products developed by this Division.

Efforts also continue to maximize utilization of the R&D unit''s expertise and technological skills, in finding state-of-the-art solutions, to provide more effective and revolutionary solutions, for all segments of the Communication and Networking Industry.

During the year an amount of Rs.0.01 Crore (Previous year- Rs.0.50 Crore) was incurred towards Capital Expenditure in this division. On revenue account, an amount of Rs.2.63 Crores (Previousyear- Rs. 2.90 Crores) has been expended and absorbed in these accounts, in accordance with the applicable Accounting Standards.

TECHNOLOGY ABSORPTION

The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Development of overseas market for the products of your company, as also development of products required for the overseas market, is progressing satisfactorily. Efforts also continue to minimize foreign exchange outflow by the process of indigenization.

Full details of foreign exchange earnings and expenditure are furnished under para 13 and 14 of Note 26 n on ''additional notes to accounts''.

CORPORATE GOVERNANCE

A detailed compliance note on Corporate Governance, as required under the provisions in the listing agreement with the Stock Exchanges, together with the certificate of Statutory Auditors thereon, is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

DIRECTORS

R Rajagopalan and A Mohan Rao, Directors, retire by rotation at this meeting, and being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE

The Audit Committee continued to discharge its functions under the applicable laws during the year under report.

AUDITORS

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, Bangalore, retire as Statutory Auditors at the conclusion of this Annual General Meeting. Being eligible for re-appointment, your Directors recommend the same for your consideration.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude to the steadfast patronage of the valued Customers and Vendors. Your Directors also place on record, their sincere appreciation of the dedication and commitment of the employees at all levels.

Your Directors wish to register their acknowledgement and appreciation for the timely support and co-operation being extended by the Banks and all their officials.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of Companies Act, 1956,

your Directors hereby confirm that

- in the preparation of these annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits for that period;

n they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and, for preventing and detecting fraud and other irregularities; rj they have prepared annual accounts on a ''opir- concern.''bask. for & on behalf of the Board of Directors

Race : Bangalore S. Narayanan

Date : 29 May 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting herewith their Twenty Eighth Annual Report on the activities of your company during the year ended 31 March 2012.

FINANCIAL RESULTS

2011-2012 2010-2011 (Rs. Lacs) (Rs. Lacs)

Net Revenue from operations 3,413.74 2,582.03

Other Income 145.88 257.78

Profit/(Loss) before Depreciation (1,174.36) (1,283.72)

Depredation 254.35 269.81

Profit/ (Loss) before Taxation (1,428.71) (1,553.53)

Provision for Taxation 5.56 (45.88) (on account of deferred tax)

Profit/(Loss) after Taxation (1,434.27) (1,507.65)

Extraordinary Items 2.05 219.15 Surplus in Profit & Loss account brought forward from previous years 38.08 1,326.58

Net Surplus/(deficit) in Profit-- and Loss Account (1,394.14) 38.08

PERFORMANCE

During the year under review,

- The challenges in introducing new products in the market continued to be faced and were met with unrelenting vigor and enthusiasm;

- all round austerity measures were implemented to peg losses at minimum possible levels;

- aggressive marketing activities were further stepped- up, and customers were continually apprised of cost- effectiveness and unique features embedded in our products;

- however, the unclear economic and political scenario prevailing in the Country, which inevitably filtered down to the market for your company's products, affected achieving a major leap in revenue;

- despite the same, the turnover registered a growth of over 30%, at Rs.34.14 crores, against Rs.25.82 crores of previous year.

Your Directors are confident, and are hopeful, that this growth will be sustained, and every possible action will be taken to further improve such increase.

DIVIDEND

Viewed from the curtailed revenue and consequent losses, in order to continue conserving the presently existing resources for operational requirements, your Directors do not recommend any dividend for the year under review, and are confident of receiving your whole-hearted support for this proposal.

PROSPECTS & OUTLOOK

Your company continues to operate in the space of Communication and Networking. This space is experiencing 'advancement in technology', thereby creating considerable potential for business opportunities, both within and outside the Country.

- Your company is making every effort to encash these business opportunities. Focussed efforts are being taken by your company in promoting its own state-of-the- art products.

- The in-house R&D unit of your company, recognized by GOI, is providing the requisite support in development of innovative products, to meet market requirements.

- As per a recently published report, modernization of existing Data Centers and setting-up of new Data Centers, is expected to considerably increase the demand for LAN & WAN products. With this, the business opportunities for your company look promising.

FINANCE

During the year under review,

- your company incurred an operational loss of Rs 7.74 Crores;

- after providing for an estimated amount of Rs 4 crores towards slow-moving inventory, based on Generally Accepted Accounting Practices, even though the items continue to be usable in the activities of the company, the Loss before Depreciation worked-out to Rs. 11.74 Crores;

- after providing for Depreciation amounting to Rs.2.54 Crores, the Net Loss worked-out to Rs.14.28 crores;

- the preserved cash reserves of the past, fully covered such operational losses, leaving behind the Debt-Free status and a positive Net Worth, of approx 7 times the paid-up Share Capital;

- Stringent austerity measures, already in place, will continue unabated, in order to minimize the impact of expenditure on the financial results;

? Your Directors place on record their sincere appreciation of the assistance, guidance, co-operation and whole- hearted support received from your company's Employees and Bankers.

JOINT VENTURE

As reported in prior year/s, the activities in the JV company viz., RAD-MRO Manufacturing Private Limited, Bangalore, were suspended from November 2007. The company still awaits procedural completion of requisite legal formalities, such as Income Tax Assessments for prior year/s, soon after which, further actions for (members voluntary) winding-up of this JV company will be initiated. Efforts are being taken to expedite the same.

In the meanwhile, this JV company continues to register revenue by way of Interest Income (on Fixed Deposit/s with the Bank) which earning is adequate to meet its outgo commitments (by way of professional charges and connected expenses) for completion of the presently-pending activities, and also leave behind a nominal surplus, thereby retaining positive Net Worth in the Company. Such financials are detailed in Para 15 of Note 26 II on 'additional notes to accounts'

HUMAN RESOURCES & INDUSTRIAL RELATIONS

Your company continues its endeavor to attract the best available talents in the industry, recognize, register and retain the most-valuable human power.

During the year under review, there were no employees in the company drawing a remuneration in excess of Rs 5 lacs per month or Rs 60 lacs per annum, as stipulated under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as recently amended.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your company remains committed to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your company's management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures.

CONSERVATION OF ENERGY

Your company is duly certified under ISO 14001:2004 (Environment Management System). Every possible effort is made/introduced to conserve and avoid wastage of energy.

Adequate facilities have been installed for rain water harvesting, recycling of used water, solar-powered energy and maximum usage of natural lighting and ventilation, thus implementing GO GREEN POLICY in its total spirit.

RESEARCH & DEVELOPMENT

With your company's consistent efforts to introduce and promote its own patentable products, the importance and responsibility of in-house R&D unit has increased manifold.

All efforts are being taken to maximize utilization of the R&D unit's expertise and technological skills, in finding state- of-the-art solutions, to provide more effective and revolutionary solutions, for all segments of the Communication and Networking Industry.

During the year an amount of Rs.0.50 Crores (Prev. year- Rs.0.03 Crores) was incurred towards Capital Expenditure in this division. On revenue account, an amount of Rs.2.90 Crores (Prev. year- Rs. 3.45 Crores) has been expended and absorbed in these accounts, in accordance with the applicable Accounting Standards.

TECHNOLOGY ABSORPTION

The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Development of overseas market for the products of your company, as also development of products required for the overseas market, is progressing satisfactorily. Efforts also continue to minimize foreign exchange outflow by the process of indigenization.

Full details of foreign exchange earnings and expenditure are furnished under para 10 and 11 of Note 26 II on 'additional notes to accounts'.

CORPORATE GOVERNANCE

A detailed compliance note on Corporate Governance, as required under the provisions in the listing agreement with the Stock Exchanges, together with the certificate of Statutory Auditors thereon, is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

DIRECTORS

N Sivaram and A Murali, Directors, retire by rotation at this meeting, and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, Bangalore, retire as Statutory Auditors at the conclusion of this Annual General Meeting. Being eligible for re-appointment, your Directors recommend the same for your consideration.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude to the steadfast patronage of the valued Customers and Vendors. Your Directors also place on record, their sincere appreciation of the dedication and commitment of the employees at all levels, who have together been responsible for the growth of the company.

Your Directors wish to register their acknowledgement and appreciation for the timely support and co-operation being extended by the Banks and all their officials.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of Companies Act, 1956, your Directors hereby confirm that

- in the preparation of these annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits for that period;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and, for preventing and detecting fraud and other irregularities;

- they have prepared annual accounts on a 'going concern' basis.

for & on behalf of the Board of Directors

Place : Bangalore S. Narayanan

Date : 18 May 2012 Chairman & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting herewith their Twenty Seventh Annual Report on the activities of your Company during the year ended 31 March 2011.

FINANCIAL RESULTS

2010-2011 2009-2010 (Rs. Lacs) (Rs. Lacs)

Net Revenue 2,839.81 8,283.84

Profit/(Loss) before Depreciation (1,283.72) 97.98

Depreciation 269.81 277.30

Profit/ (Loss) before Taxation (1,553.53) (179.32)

Provision for Taxation (45.88) 3.02 (on account of deferred tax and Wealth Tax)

Profit/(Loss) after Taxation (1,507.65) (182.34)

Prior period income 219.15 19.71

Surplus in Profit & Loss account brought forward from previous years 1,326.58 1,737.09

Balance for appropriations 38.08 1,574.46

APPROPRIATIONS

To General Reserve Nil 30.00

To Dividend - Nil (previous year-20%) Nil 186.85

To Dividend Tax on Dividend Nil 31.03

Surplus in Profit and Loss Account 38.08 1,326.58

PERFORMANCE

During the year under review,

- in order to augment the inherent strength, also in terms of financial valuation, the Company launched its own cost-effective products, to substitute products of other suppliers;

- the unblemished reputation garnered in the past with the Customers, more particularly in terms of meeting quality standards, delivery efficiency and support systems, provided the requisite impetus and platform for implementing the above;

- the gestation period for obtaining requisite technical / statutory approvals and completion of field-trials for these new products took a longer period than expected;

- the shadow of global economic recession continued to haunt the market during the initial period of the year;

- all these led to considerable reduction in revenues and consequent losses.

DIVIDEND

In the scenario detailed above, in order to conserve the much- needed financial resources, no dividend has been recommended by your Directors for the year under review. Your Directo are confident of receiving your whole-hearted support for this proposal.

PROSPECTS & OUTLOOK

- Continuing its business activities in the space of Communication and Networking, which has immense potential within and outside the Country, your Company is hopeful that the reduction in revenue and consequent losses will only be a temporary phenomenon, and looks forward to achieving increased revenue and profits in the coming years.

- Your Company is confident that such an action of promoting its own products shall, in the long-run, add immense value to the shareholders at large, in terms of enhanced visibility, expanded market potential and enlarge inherent strength, also in terms of financial valuation.

- With the market presently showing clear and positive signs of picking-up, more with implementation of innovative technology, advent of 3G and National Broadband Policy, the business during the coming years is expected to increase.

FINANCE

During the year under review,

- Despite loss as reflected in these accounts, your company continued to retain its debt-free status;

- a portion of cash reserves in the form of Fixed Deposits had to be utilized to meet the operational needs;

- your Management continues to implement austerity measures, wherever possible, to reduce overhead expenditure;

- your Directors place on record their sincere appreciation of the assistance, guidance, co-operation and whole- hearted support received from your companys employees and bankers.

JOINT VENTURE

As reported in prior year/s, the activities in the JV Company viz., RAD-MRO Manufacturing Private Limited, Bangalore, were suspended from November 2007. The Company now awaits procedural completion of requisite legal formalities, such as Income Tax Assessments for prior year/s, soon after which, further actions for (members voluntary) winding-up of this JV company will be initiated. Every step is being taken to expedite the same.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

Your company continues its endeavor to attract the best available talents in the industry, recognize, register and retain the most-valuable human power.

During the year under review, There were no employees in the Company drawing a remuneration in excess of Rs 5 lacs per month or Rs 60 lacs per annum, as stipulated under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as recently amended.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your company remains committed to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of

its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Companys management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures.

CONSERVATION OF ENERGY

Your Company is duly certified under ISO 14001:2004 (Environment Management System) and is committed to go green revolution. Every possible effort is made/ introduced to conserve and avoid wastage of energy.

Adequate facilities have been installed, for rain water harvesting, recycling of used water, solar-powered energy and maximum usage of natural lighting and ventilation, thus implementing GO GREEN POLICY in its total spirit.

RESEARCH & DEVELOPMENT

During the year, the efforts of in-house R&D division was successful in securing a Patent, to one of its in-house developed products Power over Ethernet Switch. Efforts continue to develop more cost effective, new technology niche products.

During the year an amount of Rs.2.87 lacs (Prev. year- Rs. 1.03 lacs) was incurred towards Capital Expenditure. On revenue account, an amount of Rs.344.50 lacs (Prev. year- Rs. 349.43 lacs) has been expended and absorbed in these accounts, in accordance with the attending accounting standards.

TECHNOLOGY ABSORPTION

The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Development of overseas market for the products of your Company, as also development of products required for the overseas market, is progressing satisfactorily. Efforts also continue to minimize foreign exchange outflow by the process of indigenization.

Full details of foreign exchange earnings and expenditure are furnished under note no. 19 and 20 of Notes on Accounts.

CORPORATE GOVERNANCE

A detailed compliance note on Corporate Governance, as required under the provisions in the listing agreement with the Stock Exchanges, together with the certificate of Statutory Auditors thereon, is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

DIRECTORS

R Rajagopalan and A Mohan Rao, Directors, retire by rotation at this meeting, and being eligible, offers themselves for re-appointment.

AUDITORS

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, Bangalore, retire as Statutory Auditors at the conclusion of this Annual General Meeting. Being eligible for re- appointment, your Directors recommend the same for your consideration.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude to the steadfast patronage of the valued Customers and Vendors. Your Directors also place on record, their sincere appreciation of the dedication and commitment of the employees at all levels, who have together stood firmly with your Company during this challenging time.

Your Directors wish to register their acknowledgement and appreciation for the timely support and co-operation being extended by the Banks and all their officials.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of Companies Act, 1956, your Directors hereby confirm that

- in the preparation of these annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- they have selected such accounting policies and applied them consistently and made judgements 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 loss for that period;

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

- they have prepared annual accounts on a going concern basis.

for & on behalf of the Board of Directors

S. Narayanan

Chairman & Managing Director

Place : Bangalore

Date : 18 May 2011

Mar 31, 2010

The Directors have pleasure in presenting herewith their Twenty Sixth Annual Report on the activities of your Company during the year ended 31 March 2010.

FINANCIAL RESULTS

2009-2010 2008-2009 (Rs. Lacs) (Rs. Lacs) Net Revenue 8,283.84 12,950.72 Profit/(Loss) before Depreciation 97.48 687.43 Depreciation 277.30 269.15 Profit/ (Loss) before Taxation (179.82) 418.28 Provision for Taxation 3.02* 87.34 Profit/(Loss) after Taxation (182.84) 330.94 Prior year income 19.71 6.75 Surplus in Profit & Loss A/c brought forward from previous years 1,737.09 1,659.91 Balance for appropriations 1,573.96 1,997.60

APPROPRIATIONS

To General Reserve 30.00 40.00 To Dividend - 20% (previous year-20%) 186.85 188.48 To Dividend Tax on Dividend 31.03 32.03 Surplus in Profit and Loss Account i 1,326.08 1,737.09

*on account of deferred tax and Wealth Tax.

DIVIDEND

In order to uphold their continued commitment to the shareholders, and to retain the reputation of consistent dividend paying company, despite reduction in revenue, and consequent losses incurred during the year under review, your Directors have recommend a dividend of 20% (Re 1.00 per share) for the year, out of carried-over surplus in Profit & Loss Account, since the retained cash position, as well as the projected financials, well support such a proposal. PERFORMANCE During the year under review,

- the adverse impact of the global economic recession continued, adversely impacting the revenue and earnings of your Company;

n strengthening of Rupee against the Dollar, cushioned and mitigated the impact, to an extent;

O despite implementation, by your Company, of all possible austerity measures, the year ended with a loss of Rs.182.84 lacs;

- however, the loss so reflected being attributable exclusively to notional, and non-cash expenditure such as Depreciation, your Company did accomplish, and achieve, a cash profit of Rs.97.48 lacs - nominal though;

O despite all such extraneous circumstances impacting finances, it must be mentioned that, your Company never compromised on maintaining high quality standards, business ethics & timely service, which ensured continuity in receiving Customers appreciation and patronage.

PROSPECTS & OUTLOOK

- consistent search for better quality, more particularly in service sectors such as mobile telephony, banking, finance and insurance, to retain their customers, and the continuing thrust by Government, Private and Public players in Communication sector, shall ensure adequate market demand for the products of your company;

- in this scenario, your Company has already taken certain initiatives to induct newer cost-effective technology, thereby setting-up a level field to fight inundated competition;

l1 this action, coupled with enlarged product-mix, in the backdrop of better economic environment, is expected to result in augmenting sale revenue and enhancing market share.

FINANCE

During the year under review,

n despite reduction in revenue, your company was able to meet its working capital requirements, exclusively from operations, thereby retaining its debt-free status;

3 with more cautious monitoring of finances and other assets, the retained funds by way of deposits and investment in MF, increased to Rs.3,422 lacs as at 31 March 2010;

"1 and achievement of the above, with no corresponding increase in payables account was a fete accomplished;

n under the Buy-back scheme which concluded on 24 February 2010, the Company could buyback only 3,01,372 equity shares, at a cost of Rs.66.17 lacs. More details on buyback is furnished elsewhere in this report;

1 your Directors place on record their sincere appreciation for the assistance, guidance, co-operation and whole- hearted support received from your companys bankers.

JOINT VENTURE

As reported in prior year/s, the activities in the JV Company viz., RAD-MRO Manufacturing Pvt Limited, Bangalore, have been suspended from November 2007. The Company now awaits procedural completion of requisite legal formalities, such as Income Tax Assessments for prior year/s, soon after which, further actions for (members voluntary) winding-up of the company will be initiated. Every step to expedite the same is being taken.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

Your company continues its endeavor to attract the best available talents in the industry, recognize, register and retain the most-valuable human power.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the members, excluding the statement containing the particulars of employees to be provided under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

BUY BACK

During the year under review, your Company implemented, yet another Scheme for buying back of its equity shares.

This Scheme, approved by the Board of Directors at their meeting held on 25 February 2009, envisaged buy back, through the Stock Exchange mechanism, upto a maximum of 22,00,000 equity shares, at price not exceeding Rs.25 per share, ear-marking an amount of Rs 500 lacs for this purpose.

During a major part of the period, the market price of the shares were quoting higher than the maximum limit of Rs.25 per share (fixed by the Board of Directors of your Company for buyback under this scheme). Hence, your Company could buy back only 3,01,372 equity shares (at a total outlay of Rs.66.17 lacs), until 24 February 2010, when the Scheme concluded in accordance with the Statutory provisions which limit the validity of the Scheme only upto 12 months from the date of approval by the Board of Directors.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your company remains committed to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Companys management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures.

CONSERVATION OF ENERGY

During the year under review, your Company is conferred with ISO 14001 : 2004 (Environment Management System) Certification. Your Company continues to put every possible efforts to conserve and avoid wastage of energy.

Adequate facilities have been installed, for rain water harvesting, recycling of used water, solar-powered energy and maximum usage of natural lighting and ventilation, thus implementing GO GREEN POLICY in total spirit.

RESEARCH & DEVELOPMENT

The in-house developed and commercialized products continue to contribute to sales revenue. Efforts are intensified to develop niche products for niche markets. Efforts for reduction in material and conversion cost also continue simultaneously.

As one of the austerity measures, further investment in R&D equipment was deferred, pegging such expenditure during the year, at Rs.1.03 lacs (Prev. year- Rs. 2.64 lacs). On revenue account, an amount of Rs.349.43 lacs (Prev. year- Rs. 404.88 lacs) which has been expended, have been absorbed in these accounts, in accordance with the attending accounting standards.

TECHNOLOGY ABSORPTION

The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Development of overseas market for the products of your Company, as also development of products required for the overseas market, is progressing satisfactorily. Efforts also continue to minimize foreign exchange outflow by the process of indigenization.

Full details of foreign exchange earnings and expenditure are furnished under note no. 19 and 20 of Notes on Accounts.

CORPORATE GOVERNANCE

A detailed compliance note on Corporate Governance, as required under the provisions in the listing agreement with the Stock Exchanges, together with the certificate of Statutory Auditors thereon, is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

DIRECTORS

N Sivaram and A Murali, Directors, retire by rotation at this meeting, and being eligible, offers themselves for re-appointment.

AUDITORS

M/s. Narayanan, Patil & Ramesh, Chartered Accountants, Bangalore, retire as Statutory Auditors at the conclusion of this Annual General Meeting. Being eligible for re-appointment, your Directors recommend the same for your consideration.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude to the steadfast patronage of the valued Customers and Vendors. Your Directors also place on record, their sincere appreciation of the dedication and commitment of the employees at all levels, who have together been responsible for the growth of the Company.

Your Directors wish to register their acknowledgement and appreciation for the timely support and co-operation being extended by the Banks and all their officials.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of Companies Act, 1956, your Directors hereby confirm that

In the preparation of these annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

They have selected such accounting policies and applied them consistently and made judgements 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 profits for that period;

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

they have prepared annual accounts on a going concern basis.

for & on behalf of the Board of Directors Place : Bangalore S. Narayanan Date : 21 May 2010 Chairman & Managing Director

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Directors Report of Umiya Buildcon Ltd.

1. FINANCIAL REVIEW:

CONSOLIDATED FINANCIAL STATEMENTS

2. SECRETARIAL STANDARDS:

3. DIVIDEND:

4. TRANSFER TO RESERVES:

5. SUBSIDIARY COMPANIES/FIRMS:

6. CHANGE IN NATURE OF BUSINESS:

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

12. Policy on Directorsâ Appointment and Remuneration

13. COMPOSITION OF AUDIT COMMITTEE:

AUDIT COMMITTEE

14. NOMINATION AND REMUNERATION COMMITTEE POLICY:

NOMINATION AND REMUNERATION COMMITTEE

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

16. NUMBER OF MEETINGS OF THE BOARD

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

18. AUDIT AND AUDITORS:

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

21. CAPITAL EXPENDITURE:

22. RISK MANAGEMENT POLICY:

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

26. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THEMATERNITY BENEFIT ACT 1961:

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

28. MANAGEMENT DISCUSSION AND ANALYSIS:

29. CORPORATE GOVERNANCE:

30. ANNUAL RETURN:

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

32. CODE OF CONDUCT:

33. PARTICULARS OF EMPLOYEES:

34. LISTING WITH STOCK EXCHANGES:

35. HUMAN RESOURCES MANAGEMENT:

36. INDUSTRIAL RELATIONS:

37. AWARDS AND RECOGNITIONS:

38. DISCLOSURE REQUIREMENTS:

39. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

CONSOLIDATED FINANCIAL STATEMENTS

2. SECRETARIAL STANDARDS:

12. Policy on Directors Appointment and Remuneration

13. COMPOSITION OF AUDIT COMMITTEE:

14. NOMINATION AND REMUNERATION COMMITTEE POLICY:

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

16. NUMBER OF MEETINGS OF THE BOARD

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

18. AUDIT AND AUDITORS:

(a) Statutory Auditors -

(b) Secretarial Auditors and Secretarial Audit Report -

(c) Details of frauds reported by the Auditors-

(d) Internal Auditors -

(e) Cost Audit-

19. RELATED PARTIES TRANSACTIONS:

(a) Conservation of Energy:

21. CAPITAL EXPENDITURE:

22. RISK MANAGEMENT POLICY:

23. CORPORATE SOCIAL RESPONSIBILITY

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

27. MANAGEMENT DISCUSSION AND ANALYSIS:

28. CORPORATE GOVERNANCE:

29. ANNUAL RETURN:

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

31. CODE OF CONDUCT:

32. PARTICULARS OF EMPLOYEES:

33. LISTING WITH STOCK EXCHANGES:

34. HUMAN RESOURCES MANAGEMENT:

35. INDUSTRIAL RELATIONS:

36. AWARDS AND RECOGNITIONS:

37. DISCLOSURE REQUIREMENTS:

38. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

39. ACKNOWLEDGEMENTS:

41. CAUTIONARY STATEMENT:

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7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

12. Policy on Directorsâ Appointment and Remuneration

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

26. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961:

15. DIRECTORSâ RESPONSIBILITY STATEMENT: