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Company Information

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MUDUNURU LTD.

06 February 2026 | 12:00

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE491C01027 BSE Code / NSE Code 538743 / MUDUNURU Book Value (Rs.) 0.20 Face Value 2.00
Bookclosure 30/09/2024 52Week High 21 EPS 0.00 P/E 0.00
Market Cap. 41.69 Cr. 52Week Low 4 P/BV / Div Yield (%) 0.00 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

1. FINANCIAL SUMMARY/HIGHLIGHTS:

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

Particulars

2024-25

2023-24

Total Income

630.49

295.48

Total Expenditure

780.63

614.59

Profit (Loss)Before Tax

(150.14)

(319.11)

Provision for Tax

(19.09)

(3.38)

Profit (Loss) after Tax

(131.05)

(315.73)

Other Comprehensive Income, Net of tax

--

--

Total Comprehensive Income

(131.05)

(315.73)

Earning per Equity Share
Basic

(0.42)

(1.01)

Diluted (in Rs.)

(0.42)

(1.01)

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

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

3. DIVIDEND

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

4. TRANSFER TO RESERVES:

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

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

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

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

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

7. REVISION OF FINANCIAL STATEMENTS:

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

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

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

9. DEPOSITS FROM PUBLIC:

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

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

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

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

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

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

12. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMMES:

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

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

13. BOARD EVALUATION:

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

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

14. MEETINGS OF THE BOARD:

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

15. COMMITTEES OF THE BOARD:

The Company has the following Three Board-level Committees:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination& Remuneration Committee

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

16. AUDIT COMMITTEE:

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

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

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

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

includes:

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

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

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

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

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

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

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

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

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

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

f. disclosure of any related party transactions;

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

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

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

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

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

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

xi. scrutiny of inter-corporate loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

e) statement of deviations:

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

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

C. COMPOSITION, MEETINGS & ATTENDANCE:

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

and 14.02.2025.

Name

Designati

on

Category

No of Meetings
held during the
tenure

No of

Meetings

attended

Mr. Namburi Krishnam Raju

Chairman

ID

4

4

Mr. Ramesh Annamreddy

Member

ID

4

4

Mr. Ponnurangam Kumaraguru

Member

ID

4

4

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

17. NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

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

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

c) Devising a policy on Board diversity;

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

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

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

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

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

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

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

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

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

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

iii. Date of grant;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xii) Forfeiture/ cancellation of options granted;

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

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

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

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

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

Name

Designation

Category

No of Meetings
held during the
tenure

No of

Meetings

attended

Mr. Ramesh Annamreddy

Chairman

ID

1

1

Mr. Namburi Krishnam
Raju

Member

ID

1

1

Mr. Ponnurangam
Kumaraguru

Member

ID

1

1

B. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

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

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

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

2. Terms and References:

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

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

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

3. Policy:

Qualifications and criteria

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

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

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

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

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

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

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

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

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

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

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

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

3.2 Criteria of Independence

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

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

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

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

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

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

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

v. none of whose relatives—

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.3 Other Directorships/ Committee Memberships

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

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

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

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

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

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

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

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

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

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

2. Terms and Reference:

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

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

2.2 "key managerial personnel" means

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

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

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

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

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

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

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

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

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

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

(v) Retrial benefits

(vi) Annual performance Bonus

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

3.2 Remuneration to Non - Executive Directors

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

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

3.3. Remuneration to other employees

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

C. MECHANISM FOR EVALUATION OF THE BOARD

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

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

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

(i) Evaluation of Board;

(ii) Evaluation of each Committee of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

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

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

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

OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

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

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

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

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

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

18. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee's role includes:

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

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

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

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

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

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

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

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

Name

Designation

Category

No of

Meetings held

No of

Meetings

attended

Mr. Ramesh Annamreddy

Chairman

ID

1

1

Mr. Namburi Krishnam Raju

Member

ID

1

1

Mr. Ponnurangam
Kumaraguru

Member

ID

1

1

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

Opening balance

Received during the
year

Resolved during the year

Closing

balance

00

00

00

00

D. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

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

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

19. AUTHORIZED AND PAID-UP CAPITAL OF THE COMPANY

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

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

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

20. FURTHER ISSUE OF SHARE CAPITAL

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

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

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

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

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

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

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

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

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

05.09.2024.

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

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

22.05.2025.

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

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

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

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

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

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

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

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

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

22. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

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

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

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

23. SECRETARIAL AUDIT REPORT:

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

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

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

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

24. INTERNAL AUDITORS:

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

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

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

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

25. ANNUAL SECRETARIAL COMPLIANCE REPORT:

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

26. COST RECORDS AND COST AUDIT:

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

27. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

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

28. DECLARATION BY THE COMPANY:

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

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

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

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

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

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: 89.79 Lakh

Foreign Exchange Outgo: NIL

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

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

31. ANNUAL RETURN:

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

32. DECLARATION OF INDEPENDENCE:

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

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

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

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

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

33. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

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

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

35. SECRETARIAL STANDARDS:

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

36. INSURANCE:

The properties and assets of your Company are adequately insured.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

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

39. INTERNAL FINANCIAL CONTROL SYSTEMS:

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

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

40. RELATED PARTY TRANSACTIONS:

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

41. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

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

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

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

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

43. SHARES TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

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

44. DETAILS OF NODAL OFFICER:

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

45. DETAILS OF UTILIZATION OF FUNDS:

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

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

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

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

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

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

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

48. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

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

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

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

50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

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

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

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

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

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

53. POLICIES:

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

54. STATUTORY COMPLIANCE:

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

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

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

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

56. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

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

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

57. EVENT BASED DISCLOSURES

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

a. Issue of sweat equity share: NA

b. Issue of shares with differential rights: NA

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

d. Buy back shares: NA

e. Employee Stock Options: NA

f. Disclosure about revision: NA

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

58. APPRECIATION & ACKNOWLEDGEMENT:

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

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

For and on behalf of the Board
Mudunuru Limited

Sd/- Sd/-

Place: Vishakhapatnam Kiran Thummalapalli Madhusudan Raju Mudunuru

Date: 04.09.2025 Executive Director Managing Director

DIN:00472025 DIN:00471678