MRO-TEK Realty Ltd Directors Report

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

Your Companys financial statements for the financial year ended March 31, 2023 are the financial statements prepared in accordance with Ind AS noticed under the Companies (Indian Accounting Standards) Rules, 2015 including amendments Rules, 2018. Accordingly, numbers for all the comparative periods have been restated.

A. PERFORMANCE OVERVIEW:

PERFORMANCE: (Standalone)

The Company incurred a loss of Rs 374.93 Lakhs during the year as against profit of Rs. 7868.80 Lakhs for the corresponding previous financial year.

The brief review of the financials is as follows:

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

(Rs. in Lakhs)

The Company has strived to retain and regain strength in the core product business by introducing new dealers and distributers.

The Company managed to increase revenue from Product Business Segment from Rs.1049.22Lakhs (Previous year 2021-22) to Rs.1347.39 Lakhs during the financial year 2022-23.

The increase in Product business segment revenue by Rs 298.17 Lakhs is due to the introduction of new model Switches / routers, benefit of make in India policy of the Government and newly introduced regulation on National Security Directive on the Telecommunication Sector (NSDTS) insisting the telecom/Internet Service Providers to procure telecom equipment from "trusted source" These Government policies benefited the Company to increase the revenue under this segment.

The Company executed business order from Bharat Coking Coal Limited,( BCCL) a subsidiary of Coal India Limited for MPLS connectivity and recognised Rs. 601.09 lacs for Capex and Rs. 131.60 lacs for Opex revenue during the year under revenue. The total revenue generated from Solutions Business Segment increased from Rs. 713.92 lakhs to Rs. 1211.11 lakhs during the year under review.

Real Estate revenue decreased during the year 2022-23 as compared to previous year 2021-22 due to the fact that the Company recognised the revenue of Rs. 8834.00 Lakhs in exchange for the building accounted under investment property during the quarter ended 30^th June 2021.

The revenue from operations from EMS business decreased to Rs. 242.11 Lakhs during the financial year 2022-23 as against Rs. 1,315.38 Lakhs for the previous financial year 2021-22 due to acute shortage and disruption in the supply chain of electronic components.

The total sales turnover of the Company stood at Rs. 3334.81 Lakhs as against Rs.12260.90 Lakhs as compared to previous financial year. Details on segmental revenue and performance are furnished in Note no. 36 on Supplementary Notes to Accounts.

The EBITDA for the financial year 2022-23 is Rs. 470.41 Lakhs as against positive EBITDA for the previous year 2021-22 of Rs 8948.37 lakhs. The decrease in EBIDTA is due to real estate net gain of Rs. 8761.30 lakhs during the previous year an abnormal item.

The increase in interest expense was due to increase interest rate resulting in addition expenditure of Rs. 95.61 lakhs as compared to corresponding previous year.

The Company recognised the expenditure of disallowance of penalty waiver claim under force majeure clause due to inability for the Company to provide service on account of Covid quarantine in the state of Maharashtra resulting in an additional expenditure of Rs 80.48 lacs.

The profit / (Loss) for the year under review is Rs (374.93) lacs as against profit of Rs 7868.80 lakhs during the corresponding previous year 2021-22. The loss before non-cash expenditure of Rs 260.23 lacs towards depreciation is Rs 114.70 lacs. This is mainly due to increased interest expenses and non-recurring abnormal expenses arising out of restructure and Impairment of assets – Rs 146.97 lacs.

The net worth of the Company decreased to Rs. 6573.85 Lakhs as at 31st March 2023 as compared to Rs. 6957.95 Lakhs as on 31^stMarch 2022.

The Company has taken various initiatives to expand product base and customer base in the coming year apart from bagging additional turnkey Solution contracts which can contribute decent revenues in the year 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of the Company and its subsidiary for FY 2022-23 are prepared in compliance withthe applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon forms part of this Annual Report.Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies in Form AOC-1 forms part of this report as Annexure - I.

Further, pursuant to the provisions of Section 136 of the Act,the Company will make available the said financial statements of the subsidiary company upon a request by any Memberof the Company. These financial statements of the Company and the subsidiary company will also be available for inspection to the Members the through electronic mode. The Members desiring financial statements of the Company, the Consolidated financial statements along with other relevant documents and the financial statements of the subsidiary company, may send their request in writing to the Company at cs@mro-tek.com and the same would also be available on the Companys website URL: h t t p s : / / w w w . m r o - t e k . c o m / p d f / OUTCOMEOFBMmerged.pdf

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

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the second quarter of FY-2022-2023, the Third wave of the pandemic hit India causing minor disruptions in business.

The Company had taken initiatives to vaccinate all the employees and their immediate relatives. The Board records its appreciation and gratitude towards employees and management for keeping the businesses running under challenging circumstances.

In view of losses for FY 2022-23, no dividend can be paid to the Members as per the provisions of the Companies Act, 2013 (‘the Act) and the Rules framed thereunder.

However, the Directors will strive hard to bring the Company back to dividend track before long.

5. TRANSFER TO RESERVES:

In view of the losses incurred during the year under review, the question of transfer of any amount to the general reserves does not arise.

The Company has One Direct wholly owned subsidiary as at March 31, 2023, as disclosed in the accounts.

The following changes have taken place with respect to subsidiaries in the financial year 2022-2023:

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

Incorporation of MTTPL: The Company incorporated a wholly owned subsidiary MTTPL on December 26, 2022 with an initial equity investment of Rs. 1,00,000 with Authorised capital of Rs. 15,00,000 with a vison to step in to a diversified business.

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

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

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

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

9. SHARE CAPITAL:

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

The Authorised Share Capital of Rs. 15,00,00,000/

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

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

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

Disclosure regarding issue of Employee Stock Options

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

Disclosure regarding issue of Sweat Equity Shares

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

10. DEPOSITS:

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

11. DIRECTORS AND KEY MANAGERIAL

PERSONNELS (KMPs):

a) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Sudhir Kumar Hasija (holding DIN: 00157168), Director who retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. A Resolution seeking Shareholders approval for his reappointment forms part of the Notice.

b) Cessation of Office of Directorship

There is no change in directorship of the Company.

c) Appointment of Directors and KMPs

Mr. Barun Pandey Resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the closure of the business hours of the Company on 19th July, 2022.

Mrs. Shivaleela Reddy Pochana was appointed as the Company Secretary and Compliance Officer of the Company with effect from 11th August, 2022.

Mrs. Shivaleela Reddy Pochana has Resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the closure of the business hours of the Company on 30th May, 2023

The Board of Directors appointed Mr. Venkatesh Sunduru as the Company Secretary and Compliance Officer of the Company with effect from 31st May, 2023

d) Declaration of Independence

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

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

e) Board Diversity

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

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

The Board of Directors and the Nomination and Remuneration Committee had carried out an annual evaluation of its own performance, the Board,the Committees and Individual Directors pursuant to the provisions of the Act and the Listing Regulations on 24^th January, 2023. The performance as a whole was evaluated by the Board after seeking input from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

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

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

A note on the Familiarisation Programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act, and the Listing Regulations is referred herewith is made available at Companys official website at https://www.mro-tek.com/pdf/ 1st_Fimilaization_Programme_for_FY_2022_22.pdf

13. Policy on Directors Appointment and Remuneration

In compliance with the provisions of Section 178(3) Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of Nomination and Remuneration Committee has approved the Policy for selection and appointment of Directors. The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board. The Policy also provides for selection criteria for appointment of Directors. The Policy on remuneration can be accessed at the official website of the Company at http://www.mro-t e k . c o m / p d f / M R O -TEK%20_Nomination_and_Remuneration_Policy.pdf

14. COMPOSITION OF AUDIT COMMITTEE:

As on the financial year ended March 31,2023, the Audit Committee of the Company consisted of four Members and all of them have financial and accounting knowledge. The Board has accepted all the recommendations made by the Audit Committee during the year under review.

AUDIT COMMITTEE

15. NOMINATION AND REMUNERATION

COMMITTEE POLICY:

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

NOMINATION AND REMUNERATION COMMITTEE

16. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In the preparation of the accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The Directors had selected such Accounting Policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the financial year under review;

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

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

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

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

17. NUMBER OF MEETINGS OF THE BOARD

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

Seven (7) Meetings of the Board were held during the financial year under review on the following dates: May 26, 2022; August 03, 2022; November 09, 2022; November 29, 2022 January 24, 2023 and March 09, 2023. For details of Meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report as Annexure –V.

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

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

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

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

During the financial year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during financial year 2022-23.

19. AUDIT AND AUDITORS:

(a) Statutory Auditors -

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

The Board has duly examined the Statutory Auditors Report to the Financial Statements, which is self-explanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report. The Auditors Report for the FY 2022-23 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Vijayakrishna K T, Practising Company Secretary (Membership No. FCS-1788), as its Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2022-23 is annexed as Annexure – I and forms part of this Report. The Report does not contain any qualification, reservation, disclaimer or adverse remark for the year under review.

Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report for the financial year ended March 31, 2023 is annexed as Annexure II.

(c) Details of frauds reported by the Auditors-

During the year under review, neither the Statutory Auditors nor the Secretarial

Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

(d) Internal Auditors -

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

(e) Cost Audit-

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

20. RELATED PARTIES TRANSACTIONS:

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

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

The Company has adopted a Policy for dealing with Related Party Transactions and is made available on the Companys website at http://www.mro-tek.com/pdf/20_5_15_RPT_Policy.pdf

21. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

(a) Conservation of Energy:

Your Company is duly certified under ISO/IEC 27001:2013 (Information security Management System), ISO /IEC 20000-1:2011 (Information Technology services Management System), ISO 9001:2015 (Quality Management Systems) and ISO 14001:2015 (Environmental Management Systems). Every possible effort is being made / introduced to conserve and avoid wastage of energy. ISO 13485 – for Medical. Defence – AS 9100D is in process. This has helped us in capturing EMS business from Medical and Defence Industry.Adequate facilities have been installed for rain water harvesting, recycling of used water, solar-powered energy and maximum usage of natural lighting and ventilation, and thus implementing Go Green Policy in its total spirit.

(b) Technology Absorption:

Efforts also continue to maximize utilization of the technological skills, in finding state-of-the-art solutions, to provide more effective and revolutionary solutions, for all segments of Networking Products Industry, Information Technology and Drones.

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

(c) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished in Financial statements under Para (c) of Note no. 35 of "Notes to Accounts and other explanatory information".

22. CAPITAL EXPENDITURE:

As on March 31, 2023, the gross tangible and intangible assets stood at Rs.1,007.19 Lakhs and the net tangible and intangible assets at Rs. 496.37 Lakhs. Additions during the financial year amounted to Rs.10.65 Lakhs and deletions during the financial year amounted to Rs. 695.01 Lakhs. In addition to this,as on March, 31, 2023, the gross tangible investment assets stood at Rs. 11,545.08 Lakhs and the net tangible investment assets at Rs. 11,252.57 Lakhs. Additions during the financial year amounted to Rs. 992.76 Lakhs arising out of BESCOM, BWSSB and other infrastructure charges paid for the investment property at Hebbal, Bengaluru.

23. RISK MANAGEMENT POLICY:

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

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

24. CORPORATE SOCIAL RESPONSIBILITY(CSR):

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

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

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

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

25. DETAILS OF SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE:

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

26. INFORMATION REQUIRED UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (REVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

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

Following is the summary of sexual harassment complaints received and disposed off during the financial year 2022-23:

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

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

28. MANAGEMENT DISCUSSION AND

ANALYSIS:

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

29. CORPORATE GOVERNANCE:

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

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

30. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link:https://www.mro-tek.com/pdf/ Annual_Return_E_FORM_MGT_7_FY2022_23.pdf

31. PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS:

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

32. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for the Directors as well as for all Senior Management of the Company. In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 as amended from time to time, all the Members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the FY 2022-23. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2022-23 forms part of the Corporate Governance Report.

33. PARTICULARS OF EMPLOYEES:

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

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

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 1,02,00,000/

- (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

34. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing fees for the financial year 2022-23 to National Stock Exchange of India Limited and BSE Limited where the Companys Shares are listed.

35. HUMAN RESOURCES MANAGEMENT:

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

36. INDUSTRIAL RELATIONS:

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

37. AWARDS AND RECOGNITIONS:

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

38. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India form time to time and that such systems are adequate and operating effectively

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

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

40. ACKNOWLEDGEMENTS:

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

The Board expresses its grief for loss of life due to COVID-19 pandemic and has immense respect for every person who has risked their life and safety to fight against this crisis.

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

41. CAUTIONARY STATEMENT:

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

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations include global and domestic economic developments, competitors behaviour, changes in Government Regulations, Tax laws and For and on behalf of Board of Directors of litigations.

MRO-TEK Realty Limited