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Data Patterns (India) Ltd.

Directors Report

NSE: DATAPATTNSEQ BSE: 543428ISIN: INE0IX101010INDUSTRY: Aerospace & Defense

BSE   Rs 2712.25   Open: 2550.30   Today's Range 2529.00
2721.70
 
NSE
Rs 2713.80
+163.30 (+ 6.02 %)
+161.95 (+ 5.97 %) Prev Close: 2550.30 52 Week Range 1350.50
3267.20
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 15192.93 Cr. P/BV 11.26 Book Value (Rs.) 241.07
52 Week High/Low (Rs.) 3269/1351 FV/ML 2/1 P/E(X) 68.50
Bookclosure 01/08/2025 EPS (Rs.) 39.62 Div Yield (%) 0.29
Year End :2025-03 

We are pleased to present the Twenty Seventh Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025.

1. Financial highlights for the year ended March 31,2025:

The audited financial statements of the Company as on March 31, 2025 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and provisions of the Companies Act, 2013 ("Act”). The summarized financial highlights are depicted below:

(Rs. in Crs)

March 31, 2025

March 31, 2024

I. Revenue from Operations

708.35

519.80

II. Other Income

46.34

46.03

III. Total Income

754.69

565.83

IV. Total Expenses

459.35

323.64

V. Profit before tax

295.34

242.19

VI. Tax expense

73.53

60.50

VII. Profit(Loss)for the period

221.81

181.69

VIII. Earnings per equity share of Rs 2 each fully paid

Basic and diluted (In INR)

39.62

32.45

2. Business and Operations Review:

The key aspects of your Company's performance during the financial year 2024-25 are as follows:

a) Revenue

Total revenue of your Company for FY 2024-25 stood at INR 754.69 Crores as against INR 565.83 Crores for FY 2023-24 marking an increase of 33%.

This revenue growth was contributed by increase in Order inflow of both development and production orders and timely execution of the same. Revenue from all product categories showed a good growth during the year. Radar and Electronic Warfare products contributed INR 486.18 Crore to the revenue as against INR 318.60 Crore for the previous year.

b) Operating and administrative expenses

Operating and administrative expenses (comprising of cost of material consumed, employee cost and other administrative expenses) during FY 2024-25 were INR 433.35 Crores, an increase of 45% over the previous year figure of INR 298.18 Crores.

c) Depreciation and amortization expenses

Depreciation and amortization expenses during FY 2024-25 were INR 13.92 Crores, a decrease of 14% over the previous year's figure of INR 16.13 Crores, mainly on account of accelerated depreciation provided for Plant and Machinery in the previous year.

d) Finance Costs

Finance costs increased by 29% in FY 2024-25 (INR 12.08 Crores as against INR 9.33 Crores in FY 2023-24).

The Company operates only in one business segment i.e. manufacture, sale and service of defense electronics, and hence does not have any reportable segment as per Indian Accounting Standard 108 "operating segments”.

3. Utilization of Proceeds of IPO and QIP

The proceeds of funds raised under Initial Public Offering (IPO) of the Company are fully utilized as per Objects of the Issue. The details of utilization of proceeds from IPO and pre-IPO placement, net of IPO expenses (inclusive of GST) are as follows:

(Rs. in Crs)

As per the

Utilized

Un-utilized

Particulars

objects of the

upto

as at

issue

March 31, 2025

March 31, 2025

Prepayment or repayment of outstanding borrowings availed by our Company

60.08

60.08

Working capital requirements (Including Dividend Payment)

95.19

95.19

-

Upgradation and expansion of existing facility

51.33

51.33

General Corporate purposes

74.82

74.82

-

Total

281.42

281.42

-

The proceeds of funds raised under Qualified Institutional Placement of the Company are being utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the details of utilization of proceeds from QIP, net of QIP expenses (inclusive of GST) are as follows

(Rs. in Crs)

Particulars

As per the objects of the issue

Utilized upto March 31, 2025

Un-utilized as at

March 31, 2025

Funding working capital requirements of our Company

168.00

168.00

-

Investment in product development by our Company

167.24

83.22

84.02

Repayment/ prepayment, in full or part, of certain borrowings availed by our Company

25.00

25.00

-

Funding capital expenditure towards setting up an EMI-EMC Testing Facility

15.23

13.63

1.60

Funding acquisition of land (including building)

7.75

7.75

-

General corporate purposes

104.52

104.52

-

Total

487.74

402.12

85.62

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of Rs.85.62 crores is unutilized

as on March 31, 2025.

4. Capital Expenditure:

During the financial year 2024-25, the Company added Rs. 111.68 Crores to its gross block with capital expenditure, including Rights of Use Assets (ROU) which comprised Rs.3.85 Crores on building & lease, Rs.27.57 Crores on technology infrastructure, Rs.4.76 Crores on physical infrastructure , Rs.71.61 Crores on Prototype Assets Developed and the balance Rs.3.89 Crores on software.

5. Liquidity:

The Company maintains an adequate cash balance to meet its strategic objectives. The liquid assets stood at Rs.126.40 Crores at the end of the year against Rs. 392.69 Crores in the previous year. The Company's cash balance as on March 31, 2025 was Rs. 37.66 Crores.

6. Share Capital:

At the end of the current financial year, the Company's paid-up Equity Share Capital stood at Rs. 11,19,67,938/- consisting of 5,59,83,969 fully paid-up equity shares of Rs. 2/- each.

7. Net worth:

As of March 31,2025, the Company's net worth stood at Rs.1,508.22 Crores against Rs. 1,324.21 Crores at the end of the previous financial year.

8. Dividend:

The Company has paid a final dividend of Rs. 6.50 per equity share amounting to INR 36.39 Cr. for FY 2023-24, which was approved by the shareholders in the Annual General Meeting held on July 30, 2024. The Board of Directors has recommended a final dividend of Rs. 7.90 per equity share amounting to INR 44.23 Cr. for FY 2024-25, which will be paid to shareholders on or before 6th September, 2025, once approved by the Shareholders in the ensuing Annual General Meeting.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company. The weblink for the same is https://www. datapatternsindia.com/investors/files/Dividend Distribution Policy.pdf.

9. Transfer to Reserve:

As permitted under the Companies Act, 2013, the Board of Directors did not propose to transfer any sum to the General Reserve in FY 2024-25.

10. Change in the Nature of Business:

There has been no change in the nature of business of the Company during the period under review.

11. Directors and Key Management Personnel (KMP):

Details of the composition of the Board, have been provided in the Corporate Governance Report.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Directors retiring by rotation

Pursuant to the requirements of the Companies Act, 2013, Ms. Rekha Murthy Rangarajan, Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment.

The Board recommends her reappointment as Director for your approval.

Brief details of the Director proposed to be reappointed as required under Regulation 36 of the SEBI Listing Regulations are provided as part of the Notice of Annual General Meeting.

Re-appointment of Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, Mr. Srinivasagopalan Rangarajan, Chairman and Managing Director and Ms. Rekha Murthy Rangarajan, Whole-time Director whose tenures are expiring on September 13, 2025 are proposed to be re-appointed as Chairman and Managing Director and Whole-time Director respectively for a tenure of five years, subject to the approval of the shareholders in the ensuing General Meeting.

12. Subsidiaries and Branches:

The Company has no subsidiaries. Hence, there is no requirement to prepare Consolidated Financial Statements, which shall form a part of this Annual Report. Further the requirement to provide salient features, performance and financial position of the subsidiaries in the Form AOC I is not applicable to the Company. The Company has marketing and customer support offices at Bengaluru, Hyderabad, New Delhi and Thiruvananthapuram.

13. Annual Return:

The Annual Return in Form MGT-7 for the financial year ended March 31, 2025, as prescribed under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of Companies (Management and Administration) Rules, 2014, as amended, is disclosed on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/MGT-7 2024-25.pdf

14. Number of Meetings of the Board:

The Board met 6 (Six) times during the financial year ended March 31,2025. The said meetings were held on April 17, 2024; May 18, 2024; July 29, 2024; November 09, 2024; February 05, 2025 and February 06, 2025.

The Corporate Governance Report has details of these meetings. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

15. Corporate Governance and Management Discussion and Analysis Report:

A separate section on Corporate Governance, which is a part of the Board's Report, and the certificate from the Company's Secretarial Auditors confirming compliance with Corporate Governance norms as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, are included in the Annual Report. The Company has taken adequate steps for strict compliance with Corporate Governance guidelines as amended from time to time.

I n compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.

16. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2) (f) of the SEBI Listing Regulations, with effect from the financial year

2022-23, the top one thousand listed entities based on market capitalisation as at the end of respective financial year shall submit a Business Responsibility and Sustainability Report ('BRSR'). Accordingly, the said BRSR describing the initiatives taken by the Company from Environment, Social and Governance (ESG) perspective as required in terms of the above provisions, separately forms part of this Annual Report.

17. Declaration given by Independent Directors:

All the Independent Directors of the Company have given their declaration under Section 149(7) of the Companies Act, 2013, confirming that they comply with the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for being an Independent Director of the Company.

18. Policy on Directors' appointment and remuneration:

The Company has a policy in place on Directors' appointment and remuneration, including criteria for determining qualification, positive attributes, independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The policy is disclosed on the website of the Company. The weblink for the same is https:// www.datapatternsindia.com/investors/files/Policy-on-Remuneration-of-the-Directors-KMP-and-other-employees.pdf

19. Particulars of loans, guarantees, or investments:

The Company has neither given any loan to any person, nor provided any guarantee or security to any other body corporate, or person in connection with a loan, during the financial year which attracts the provisions of section 186 of the Companies Act, 2013. It has not acquired through subscription, purchase, or otherwise, the securities of any other body corporate.

20. Particulars of contracts or arrangements with related parties:

None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The policy on Materiality of Related Party Transactions, as approved by the Board of Directors and reviewed during the year, is available on the website of the Company. The weblink for the same is https://www. datapatternsindia.com/investors/files/Policy-on-Related-Party-Transactions.pdf

None of the Directors, apart from receiving director's sitting fees/remuneration/profit related commission/ dividend, have any material pecuniary relationship or transactions with the Company.

21. Material changes and commitments, if any, affecting the financial position of the Company:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which the Company's financial statements relate and the date of the report.

22. Transfer to Investor Education and Protection Fund (“IEPF"):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF”), constituted by the Central Government. Further, the shares on which a dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF.

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.

23. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

A) Conservation of energy:

i. Steps that impact energy conservation:

• Introduced the Easy fan Air handling unit 26000 CFM -1no, which resulted in considerable energy saving compared to conventional AHU types.

• All old CFL lamps have been replaced by energy efficient LED lights for 50% of premises. Further replacement is in progress.

• Motion sensors have been installed in all rest rooms and panel rooms with 35% of the work completed and remaining installation in progress.

• Planned to implement reuse of 4KLD RO reject water for Construction work and Rest room flushing.

ii. Steps taken to utilize alternative energy sources:

The energy generated by the installed Solar Power System (300 KW) for 2024-2025 is 5,32,065 Units resulting in considerable cost savings.

iii. Capital investment on energy conservation equipment:

Nil

B) Research & development:

A separate section on the products developed and highlights of the year forms part of this Annual Report.

C) Technology Absorption:

Nil

D) Foreign exchange earnings and outgo:

Foreign exchange earned during the year in terms of actual inflows was Rs.63.84 Cr. (Previous year -Rs. 46.78 Cr.) whereas foreign exchange outgo during the year in terms of actual outflows was Rs. 173.95 Cr. (Previous year - Rs. 192.96 Cr.).

The current year's inflows and outflows are regarding the movement of funds into and outside

India in foreign currency against export and import of goods respectively in the normal course of the business.

24. Risk management:

Throughout the financial year, uncertainties are everpresent, and our ability to navigate these challenges effectively is pivotal to sustaining growth and seizing opportunities. This section highlights our structured approach to risk management, emphasizing our proactive stance in responding to, mitigating, and managing risks while leveraging emerging opportunities.

Our structured approach to risk management is central to our ability to navigate uncertainties. By identifying, assessing, and addressing risks systematically, we are better equipped to respond to emerging threats and capitalize on opportunities as they arise.

The Board holds ultimate responsibility for risk management and sets the Company's risk appetite. Through a robust risk management governance framework, the Board ensures effective prioritization and management of risks within acceptable levels. This framework, fosters clear ownership and delegation of responsibilities for risk management and oversight.

Our Company's ability to navigate business uncertainties rests on our structured approach to risk management, bolstered by the resilience of our people, our business model, and our commitment to delivering results amidst uncertainty. Moving forward, we remain vigilant in identifying emerging risks and opportunities, ensuring our sustained growth and long-term success.

Our enterprise-wide risk management process is embedded throughout the Company to support our strategic objectives. Our annual risk assessment is a crucial component of this process, encompassing a comprehensive evaluation from both top-down and bottom-up perspectives to ascertain the likelihood and potential impact of risks on the Company at a residual level. We gather input from Head of the Departments and Projects through various mechanism, consolidating this information to create the Risk Register. The results of this process are compiled and reviewed by Corporate Risk Committee and further validated by Chief Risk Officer before presenting them to the Risk Management Committee of the Board for final consideration.

The Board of Directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for formulating relevant Risk Management Policy for identifying risks, assessment of its impact in Company's business, required action plan for mitigating the risks and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Company has formulated an Enterprise Risk Management Policy (ERM) in compliance with the Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013, which requires the Company to lay down procedures about risk assessment and risk minimization.

25. Adequacy of internal financial controls:

Pursuant to the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of errors and frauds, completeness and accuracy of its accounting records and timely preparation of reliable financial statements.

Your Company has put in place the required internal control systems and processes commensurate with its size and scale of operations. This ensures that all transactions are authorized, recorded, and reported correctly, and assets are safeguarded and protected

against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of Internal Financial Controls. The internal financial controls are adequate and operating effectively.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy and effectiveness of Internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company's risk management policies and systems.

During the year, an Internal Financial Control (IFC) audit concerning financial statements was done by the Statutory Auditors. Their report is annexed as part of the Independent Auditor's Report.

26. Corporate Social Responsibility:

We approach community care with the same zeal and efficiency as we approach our business. By practicing Corporate Social Responsibility, we are aware of how we impact aspects of society including economic, social and environment. We thus try to operate in ways that enhance society and the environment. We have a committed operational team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

Corporate Social Responsibility ('CSR') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013.

Details of the composition of the Committee, meetings held, attendance etc. along with policy developed and implemented by the Company as part of its CSR programme and other initiatives taken during the year are given in Annexure 1-A as required under Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The Key highlights of the CSR activities undertaken by the Company are given in Annexure 1-B.

27. Composition and recommendation of the audit committee:

The Audit Committee of the Company has been constituted in line with Section 177 of the Companies Act, 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee are:

i. Mr. Sowmyan Ramakrishnan, Chairman

ii. Mr. Prasad Raghava Menon, Member

iii. Mr. Sastry Venkata Rama Vadlamani, Member

iv. Ms. Anuradha Sharma, Member

During the year, the Board accepted all recommendations of the Audit Committee.

28. Code of Conduct:

The Company has in place, Code of Conduct for its Board of Directors and Senior Management Personnel in addition to the Business Conduct Policy of the Company. A copy of the Code of Conduct is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Code of Conduct for Directors and Senior Management.pdf. The compliance of the Code of Conduct have been affirmed by the Directors and Senior Management Personnel annually.

A declaration on confirmation of compliance of the Code of Conduct, signed by the Company's Chairman and Managing Director is published in this Annual Report.

29. Vigil mechanism (Whistle Blower Policy):

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7(1) of Companies (Meeting of Board and its Powers) Rules, 2014, the Company has established the Vigil Mechanism for the genuine concerns and grievances of its Directors and Employees. The Whistle Blower shall have the right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorised to prescribe suitable directions in this regard. There were no complaints/ grievances received during the financial year under consideration.

The Company has formulated and adopted a vigil mechanism policy for employees to access the Management in good faith and to report concerns about unethical behavior, improper practices, actual or suspected fraud, or violation of the code of conduct. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

The Whistle Blower Policy of the Company is available on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/ investors/files/Whistle-Blower-Policy.pdf

30. Details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year along with their status as at the end of the financial year:

There were no applications made or any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year.

31. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the banks or financial institutions:

There was no instance of any one-time settlement or any requirement of a valuation for any loan from the banks or financial institutions during the year.

32. Directors' responsibility statement as required under Section 134(5) of the Companies Act, 2013:

Under Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a) For the preparation of the Annual Financial Statements, the applicable accounting standards were followed, accompanied by a proper explanation relating to material departures;

b) Accounting policies were selected and applied consistently; fair judgment was used, and prudent estimates made to give an accurate view of the Company's state of affairs at the end of the financial year, and its profit and loss for that period;

c) Proper and sufficient care was taken for maintaining adequate accounting records as per provisions of this Act to safeguard the Company's assets to prevent and detect fraud and other irregularities;

d) Annual Financial Statements were prepared on a going concern basis;

e) The Company has laid down Internal Financial Controls and that such internal financial controls are adequate and these were operating effectively; and

f) Proper systems were devised to ensure compliance with all applicable laws, and such systems were adequate and operating effectively.

33. Board evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board committees, and executive / non-executive / independent directors through peer evaluation, excluding the director being evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised a policy on evaluating the performance of the Board of Directors, the Chairman, Committees, and Individual Directors.

The evaluation process was carried out through a set of questionnaires. The summary of the evaluation reports was presented to the Nomination and Remuneration Committee and shared with respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board. The recommendations were discussed with the Board and individual feedback was provided.

34. Criteria for making payment to NonExecutive Directors:

The Nomination and Remuneration Committee and the Board of Directors considered the following criteria while deciding on the payments to be made to NonExecutive Directors:

• Company performance.

• Maintaining independence and adhering to Corporate Governance laws.

• Contributions during meetings and guidance to the Board on important Company policy matters.

• Active participation in strategic decision-making and informal interaction with the management.

There was no payment made to Non-Executive Directors apart from the sitting fees paid for attending Board and Committee meetings and profit linked commission in line with provisions of Companies Act, 2013.

35. Familiarization Programme:

The Company has a familiarization programme for Independent Directors under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. It aims to provide Independent Directors of the Company an insight to enable understanding of the business in depth and contribute significantly to the Company. Overview and details of the programme for Independent Directors have been updated on the website of the Company. The weblink for the same is https://www.datapatternsindia.com/investors/ files/Familiarization-Programme-for-Independent-Directors.pdf

36. Policy for determining material subsidiaries:

Pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, a policy for determining material subsidiaries is not applicable to the Company since the Company doesn't have any subsidiary.

37. Particulars of employees:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names of top 10 employees in terms of remuneration drawn during the financial year and that of every employee employed throughout the financial year and in receipt of a remuneration of Rs. 1.02 crore or more per annum or employed for part of the financial year and receipt of Rs. 8.50 lakh per month is annexed and forms a part of this Report in Annexure-2 (A) and the ratio of remuneration of each Director to that of median employees' remuneration, as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is part of this Report in Annexure-2 (B).

38. Public deposits:

The Company has not accepted or renewed any public deposits and, as such, no amount of principal or interest was outstanding on the Balance Sheet as of date.

39. Statutory Auditors:

Deloitte Haskins & Sells LLP, Chartered Accountants (FRN No:008072S), was appointed as the auditors of the company, to hold the office for a term of five consecutive years from the conclusion of 25th Annual General Meeting held on August 09, 2023 till the conclusion of the 30th Annual General Meeting to be held during the year 2028, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014.

The report issued by the Statutory Auditors to the members for the financial year ended March 31,2025, does not contain any qualification, reservation or adverse remark, or disclaimer.

40. Internal Auditors:

M/s R.G.N. Price & Co., Chartered Accountants, is the internal auditors of the Company. As prescribed under Section 138 of the Act, M/s R.G.N. Price & Co., Chartered Accountants, carried out the internal audit of the Company for FY 2024-25. The internal audit was completed as per the scope defined by the Audit Committee from time to time.

41. Secretarial Auditors:

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Alagar & Associates LLP, Practicing Company Secretaries (Peer Review Certificate No. 6814/2025) was appointed as the Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by FCS M Alagar, Practicing Company Secretary (COP No. 8196) is annexed and forms a part of this Report in Annexure-3.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Alagar & Associates LLP, Practicing Company Secretaries (Peer Review Certificate No. 6814/2025) is proposed to be appointed as the Secretarial Auditors of the Company for a period of 5 years in the ensuing Annual General Meeting. The Board of Directors has recommended the appointment of M/s. Alagar & Associates LLP, Practicing Company Secretaries as the Secretarial Auditors of the Company for the approval of Shareholders.

42. Cost Record and Cost Auditors:

The Company had re-appointed CMA G. Sundaresan, (FRN. No. 101136) Practicing Cost Accountant to conduct audit of cost records of the Company for the financial year 2024-25. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 3 and 5 of the Companies (Cost Records and Audit) Rules, 2014.

The Cost Auditors' Report of FY 2023-24 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

43. Secretarial Standards:

Pursuant to Section 205 of the Act, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India ('ICSI') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by MCA from time to time.

44. Details in Respect of Frauds Reported by Auditors under Section 143(12) of the Companies Act, 2013:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

45. Significant and material orders passed by the regulators, courts or tribunals:

There were no significant and material orders passed by the regulators or courts or tribunals, Statutory and quasi-judicial bodies that may impact the Company as a going concern and/or Company's operations in the future. There was no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

46. Human potential:

The Company has increased its manpower bandwidth in line with the business needs. As on March 31,2025, the company's employee strength stood at 1545 as compared to 1345 as at the end of previous year, which accounts for 15% increase during the year. The Company managed the attrition rate effectively during the year. The attrition rate at the end of current financial year was 5.5% as against 7.1% as at the end of previous year.

We have been able to build a strong experienced talent pool of 18% of employees serving the Company for longer than 10 years. The profile of employees are as follows:

As part of building talent pipeline and workforce readiness to catalyse future growth, we had adopted a 3 pronged approach as below :

• Def Tech Talent Pipeline Program started in 4 colleges with 116 students getting trained in customised specific electives.

• Launched "Power Architect” program and groomed premium talent from Tier 1 institutions through a structured 8 months program to strengthen Technical / Domain backbone.

• 6 in house potential leads undergoing M Tech Def Tech approved by DRDO

Last year we focused on capability uplift programs to enhance the competencies of employees in both technical and Non tech streams . Key highlights are given below: 54 Line Managers were trained in effective management techniques through a curated program called "OJAS” delivered over 9 months in a multimodal format consisting of GDs, Cohort sessions, assignments, classroom, simulated projects etc.

47. Information Technology

During the financial year 2024-25, the Company undertook several significant IT initiatives aimed at strengthening digital capabilities, improving operational efficiency, and enhancing data security. Key material developments in the IT domain are as follows:

A. Digital Transformation Automation:

The Company continued to invest in the digital transformation of its core business processes. Several workflows across departments were automated using multi-cad tool, cable harness tool, simulation tools, verification & validation tools, resulting in improved turnaround time and reduced manual interventions. Gen-AI implementation for effective searching and Factor authentication initiated to enhance security.

B. Cybersecurity Enhancements:

Recognizing the growing importance of data protection, the Company upgraded its Cybersecurity infrastructure. Measures included

enhanced firewall configurations, endpoint protection, threat detection systems, and periodic vulnerability assessments to ensure a robust security posture.

C. ERP System Upgrade:

It is proposed to upgrade to an advanced ERP system to meet the growing needs of the organisation for a seamless handling of the end to end operation.

D. Cloud Infrastructure Adoption:

As part of the IT modernization strategy, the company increased its reliance on cloud-based platforms for hosting critical applications, improving scalability, uptime, and disaster recovery capabilities.

E. Data Analysis and Business Intelligence:

Enhanced log analysis tools and dashboards were implemented, enabling more informed decisionmaking through real-time business intelligence and performance tracking.

F. IT Governance and Compliance:

The Company remained compliant with applicable IT regulations and industry best practices. Regular internal and external audits and compliances check were conducted to maintain high standards of IT governance.

G. Employee Enablement and Remote Work Support:

The IT team facilitated a seamless hybrid work environment by improving remote access capabilities, collaboration tools, and IT support services to ensure business continuity.

These initiatives reflect the Company's commitment to leveraging technology as a strategic enabler, driving operational excellence and digital resilience.

48. Process & Quality:

The Company has established various Management Systems that follows a Process approach. Various requirements compiled as documents with well-defined Policy and SMART objectives. Awareness being created on these requirements through periodic internal communication and training. Implementation and adherence to compliance, process enhancement, continual improvement etc. including statutory and

regulatory are ensured through periodic monitoring, audits, management review etc. International Certification Bodies are engaged independently for accreditation and certification of these Management Systems annually.

Various Management Systems that are accredited and certified are:

• ISO 9001:2015 - Quality Management Systems

• AS9100D - Aerospace Quality Management Systems

• ISO 27001:2022 - Information Security Management Systems

• ISO 14001:2015 - Environmental Management Systems

• ISO 45001:2018 - Occupational Health & Safety Management Systems

49. Disclosure as required under Section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has a policy on the prevention of sexual harassment at the workplace. It has duly constituted the Internal Complaints Committee (ICC), in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC has been set up to redress any complaints received regarding sexual harassment. The ICC did not have any complaints at the beginning of the year and further has not received any complaints during the financial year 2024-25.

50. Maternity Benefit Act, 1961:

The Company is committed to upholding the rights and welfare of its employees, and has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

51. Credit Rating:

The Company has got credit rating from below agencies during the year:

52. Listing fees:

The Company confirms that it has paid the annual listing fees for the financial year 2024-25 to both National Stock Exchange of India Limited and BSE Limited.

53. Acknowledgments:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, Banks, financial institutions, Company's Auditors, and all stakeholders.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels and all others, to ensure that the Company continues to grow and excel.

The Directors also wish to place their thanks to all the investors for posing confidence in the Company and investing in its shares.

Rating

Agency

Rating

ICRA

For Long - Term Scale: A (Positive)

For Short - Term Scale: A1

CRISIL

For Long - Term Scale: A (Positive)

For Short - Term Scale: A1

 
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Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2025) - AMFI-Registered Mutual Fund Distributor since June 2008.
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