Dear Members,

Your directors are pleased to present the 16^th Annual Report on the business and operations of DMR Hydroengineering & Infrastructure Limited (hereinafter referred to as the “Company”) along with the audited financial statements for the financial year ended March 31, 2025.

The financial performance of the Company is summarized below:

As of March 31, 2025, the Company witnessed a growth of 49.09% in its revenue from operations i.e., from Rs. 702.14 Lakhs in the previous financial year 2023-24 to Rs. 1046.85 Lakhs during the financial year 2024-25 and the net profit of the Company grew by 10.46% from Rs. 154.44 Lakhs in the previous financial year 2023-24 i.e., to Rs. 170.59 Lakhs in the financial year 2024-25.

The Board of Directors in its meeting held on Monday, July 14, 2025, has recommended to the shareholders a final dividend of Rs. 0.13/- per equity share for the financial year 2024-25. The final dividend, if declared as above, would entail a total outflow of approx. Rs. 5,18,555/-. The dividend payment is subject to approval of members at the ensuing 16^h Annual General Meeting.

The Board of Directors proposed to transfer rest of the amount after paying dividend to the reserves.

During the year under review, the authorized share capital of the Company was Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakh only) Equity Shares of Rs. 10/- (Rupees Ten) each.

During the year under review, the Company offered, issued and allotted up to 1,89,685 (One Lakh Eighty-Nine Thousand Six Hundred Eighty-Five only) equity shares (‘Rights Equity Shares'), having face value of Rs. 10/- (Rupees Ten only) each fully paid-up (“Equity Shares”) at a price of Rs. 140 (Rupees One Hundred Forty only) (‘Issue Price') per equity share including a premium of Rs. 130 (Rupees One Hundred Thirty only) per equity share for an amount aggregating up to Rs. 2,65,55,900 (Rupees Two Crore Sixty- Five Lakh Fifty-Five Thousand Nine Hundred only) on a Right Basis (‘Right Issue') to the eligible shareholders and/or renounces of the Company in the ratio of 1 Rights Shares for every 20 equity shares held by such eligible shareholders as on the Record Date.

During the year under review, the Company had received payment in full from all the proposed allottees in respect of the issue of 5500 Stock Options convertible into 5500 equity shares of the Company having face value of Rs. 10/- (Rupees Ten Only) each fully paid-up (“Equity Shares”) for cash consideration at a price of Rs. 45/- each (Rupees Forty-Five only) including, at a premium of Rs. 35/- (Rupees Thirty-Five only) per equity share aggregating to Rs. 247,500/- (Rupees Two Lakhs Forty-Seven Thousand Five Hundred only) ranking pari passu with the existing Equity shares, to the eligible employees pursuant to the ESOP Grant I under DMR Employees Stock Option Plan 2023 (“Plan” or “Scheme”) in the Company.

The paid-up equity share capital as on March 31, 2025, was Rs. 3,98,88,850 (Rupees Three Crore Ninety-Eight Lakh Eighty-Eight Thousand Eight Hundred Fifty only) divided into 39,88,885 (Rupees Thirty-Nine Lakh Eighty-Eight Thousand Eight Hundred Eighty-Five only) fully paid-up equity shares having face value of Rs. 10/- (Rupee Ten only) each.

Your Company has instituted DMR Employees Stock Option Plan 2023 (“Plan” or “Scheme”), in order to reward, attract, motivate and retain its employees, existing or future, for their performance and for their contribution to the growth and profitability of the Company.

The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under these regulations are available on the Company's website at https://dmrengineering.net/other-disclosures/ No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Pursuant to the requirements of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditor of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting.

During the year under review, the Company has been paid the annual listing fees to BSE Limited for the financial year 2024-25.

As of March 31, 2025, your Company had a wholly-owned subsidiary namely “DMR Consulting USA Inc.” in Cupertino, United States of America and two subsidiary companies viz., DM Consulting Engineers Private Limited (“DM Consulting”) and DM Gates and Penstocks Private Limited (“DM Gates and Penstocks”), Faridabad, Haryana, India. The statement under Section 129(3) of the Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is annexed and marked as Annexure-I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are presented as part of this Report.

The financial statements together with related information and other reports of the subsidiaries are available on the website at https://www.dmrengineering.net/financial- statement-of-subsidiaries/

There was no change in the nature of the business of your Company during the Period under review.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the prescribed accounting standards;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year 2024-25 and of the profit and loss of your Company for that period;

c) The Directors have 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 your Company and for preventing and detecting fraud and other irregularities;

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

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

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

As of March 31, 2025, the Board of the Company was duly constituted with 6 (Six)

Directors comprising of 1 (One) Managing Director, 2 (Two) Whole-Time Directors, 1

(One) Non-Executive Director and 2 (Two) Independent Directors. During the Period

under review, there were following changes in the Board of Directors of the Company:

i. Mr. Surajit Dutta (DIN: 06687032) was liable to retire by rotation under the provision of the Companies Act, 2013, and the Board has not recommended his re-appointment. As a result, Mr. Dutta's has retired from his position as Director, effective from August 23, 2024.

ii. Mr. Shyam Lal Kapil (DIN: 10249705), Non-executive Director has vide his resignation letter dated August 29, 2024 resigned from the Board of the Company with effect from the closing hours of August 29, 2024, on account of his increasing professional commitments and time constraints.

iii. Mr. Dahyalal Bansilal Prajapati (DIN: 09592327), Independent Director has vide his resignation letter dated March 11, 2025, resigned from the Board and Committees of the Company, with effect from the closing hours of March 11, 2025, on account of his increasing other professional commitments.

Further, the following changes have taken place in the Board of Directors of the

Company post the financial year 2024-25.

1. The Board of Directors of the Company in its meeting held on July 14, 2025 has reappointed Mr. Subhash Chander Mittal (DIN: 02861072) as a Managing Director of the Company, for a period of 5 years, with effect from October 01, 2025, subject to the approval of the shareholders of the Company in the upcoming Annual General Meeting of the Company.

2. The Board of Directors of the Company in its meeting held on July 14, 2025 has reappointed Mrs. Neelam Mittal, (DIN: 02861064) as a Whole-time Director of the Company, for a period of 5 years, with effect from October 01, 2025, subject to the approval of the shareholders of the Company in the upcoming Annual General Meeting of the Company.

3. The Board of Directors of the Company in its meeting held on July 14, 2025 has also approved the change in designation of Mr. Krishan Kumar Gupta (DIN: 10249694) from Whole-time Director to Non-executive Director of the Company, with effect from July 14, 2025 subject to the approval of the shareholders in the upcoming Annual General Meeting of the Company.

4. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bangam Prasad Rao (DIN: 09335571), was liable to retire by rotation under the provision of the Companies Act, 2013, and the Board has not recommended his re-appointment. As a result, Mr. Rao has retired from his position as Director, effective from July 14, 2025.

In terms of Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company:

i. Mr. Subhash Chander Mittal, Chairman and Managing Director;

ii. Mrs. Neelam Mittal, Whole-time Director;

iii. Mr. Bal Mukund Kumar, Chief Financial Officer;

iv. Mr. Ravinder Kumar Bhatia, Company Secretary and Compliance Officer;

v. Mr. Divay Mittal, Executive-vice President and Key Managerial Personnel.

All the Independent Directors of your Company have submitted their declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and are not disqualified from continuing as Independent Directors of your Company.

Further, all the Independent Directors of your Company have complied with the requirement of inclusion of their names in the Databank of Independent Directors maintained by Indian Institute of Corporate Affairs.

Further, in the opinion of Board of Directors, the Independent Directors of the Company are the persons of integrity and possess relevant expertise and experience (including the proficiency).

The remuneration paid to the Directors, KMPs and employees of the Company is in accordance with its Nomination and Remuneration Policy formulated under Section 178 of the Act.

The Remuneration Policy of the Company has been formulated to create a high- performance culture in the Company. It enables the Company to attract, retain and motivate employees to achieve results. Our Business Model promotes customer centricity and requires employee mobility to address project needs. This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, KMPs and other employees of the Company.

The Remuneration Policy duly approved by the Board of Directors, is uploaded on the website of the Company. The web link to the Remuneration Policy is as under: https://www.dmrengineering.net/pdf/policies/Remuneration-Policy DMR-1.pdf

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company, apart from other statutory matters as required to be deliberated and approved by the Board. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director.

During the Period under Review, the Board of Directors met 6 times i.e. on April 25. 2024, July 01, 2024, August 23, 2024, October 15, 2024, December 09, 2024 and March 24, 2025.

All the meetings were held with a gap of less than 120 days.

In terms of the requirements of Section 177 of the Act, the Company has constituted the Audit Committee. The Committee inter alia reviews the Financial Statements before they are placed before the Board, related party transactions, the internal control system, reports of Internal Auditor and compliance of various Regulations.

As on March 31, 2025, the Committee consisted of Mrs. Rachana Agrawal, Independent Director, Mr. Dahyalal Bansilal Prajapati, Independent Director, Ms. Anita Goyal, Independent Director of the Company. Mrs. Rachana Agrawal acted as the Chairperson of the Committee.

During the Period under Review, the Audit Committee met 5 times i.e. on April 25, 2024, August 23, 2024, October 15, 2024, December 09, 2024 and March 24, 2025.

Due to change in the Board structure of the Company post March 31, 2025, the Committee constitution has also changed and the same may be accessed under the head ‘Corporate Information' forming part of the Annual report.

In terms of the requirements of Section 178 of the Act, the Company has constituted the Nomination & Remuneration Committee. The Committee inter alia identifies persons

who are qualified to become directors and who may be appointed in the senior management.

As of March 31, 2025, the Committee consisted of Mr. Dahyalal Bansilal Prajapati, Independent Director, Mr. Subhash Chander Mittal, Chairman and Managing Director, Mrs. Rachana Agrawal, Independent Director, Mr. Bangam Prasad Rao, Non-eceutive Director of the Company. Mr. Dahyalal Bansilal Prajapati acted as the Chairperson of the Committee.

During the Period under Review, the Nomination & Remuneration Committee met 5 times i.e. on April 25, 2024, August 23, 2024, December 03, 2024, January 31, 2025 and March 24, 2025.

Due to change in the Board structure of the Company post March 31, 2025, the Committee constitution has also changed and the same may be accessed under the head ‘Corporate Information' forming part of the Annual report.

In terms of the requirements of Section 178 of the Act, the Company has constituted the Stakeholders' Relationship Committee. The Committee inter alia reviews the grievance of the security holders of the Company and redressal thereof.

As of March 31, 2023, the Committee consisted of Ms. Anita Goyal, Independent Director, Mr. Subhash Chander Mittal, Chairman and Managing Director, Mr. Krishan Kumar Gupta, Whole-time Director of the Company. Ms. Anita Goyal acted as the Chairperson of the Committee.

During the Period under Review, one (1) meeting of the Stakeholders' Relationship Committee was held on March 24, 2025.

Due to change in the Board structure of the Company post March 31, 2025, the Committee constitution has also changed and the same may be accessed under the head ‘Corporate Information' forming part of the Annual report.

The Nomination and Remuneration Committee in its meeting held on January 31, 2025 had also carried out evaluation of performance of the Board, its committees and individual directors.

Further, the Board of Directors in its meeting held on April 25, 2025 carried out the performance evaluation of independent directors, and the individual directors of the Company which excluded the Director being evaluated.

Further, pursuant to the provisions of the Act, the Independent Directors in their meeting held on March 24, 2025 had evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and NonExecutive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

During the year under review, the provisions of Corporate Social Responsibility are not applicable to the Company.

The Directors had laid down adequate Internal Financial Controls which ensure compliance with various policies, practices and statutes in keeping with the organization's pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The adequacy and effectiveness of internal financial controls of the Company has been regularly evaluated with regard to the following:

i. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

iii. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

iv. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

v. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

During the year under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Act. There was no default in repayment of deposits or payment of interest thereon during the year under review.

Further, the details of exempted deposits accepted by the Company during the year under review, has been provided in the financial statements of the Company.

All related party transactions that were entered into during the year under review, were on arm's length basis and in the ordinary course of business. No materially significant

related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 is annexed and marked as Annexure-II.

Details of loans, guarantees and investment covered under the provisions of section 186 of the Companies Act, 2013 read with the rules framed thereunder, as amended from time to time, are given in the notes to the financial statements. The Company has complied with the requirements of the aforementioned section of the Act, and read with the rules framed thereunder, as amended from time to time.

The Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2025, which forms part of this Report. The Statutory Audit Report does not contain any qualification, qualification, reservation or adverse remark. The Auditor's Report read together with the notes to Accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

The Board of Directors of the Company at its meeting held on April 25, 2025 had appointed M/s Dilip Swarnkar & Associates, Practicing Company Secretaries, Mumbai (Firm Unique Code S2022MH892300) as Secretarial Auditors of the Company for conducting the Secretarial Audit of the financial year ended March 31, 2025.

The Secretarial Auditors have submitted their report to the Board of Directors and the same is annexed and marked as Annexure-III.

The Secretarial Audit Report does not contain any qualification, qualification, reservation or adverse remark. Further, the Secretarial Audit Report is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed and marked as Annexure-IV.

The information with respect to energy conservation, technology absorption and foreign earnings and outgo is annexed and marked as Annexure-V.

Management Discussion and Analysis Report for the financial year 2024-25, as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed and marked as Annexure-VI.

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

Pursuant to the provisions of Section 177 of the Act, the Company has framed a ‘Whistle Blower Policy' to establish Vigil Mechanism for directors and employees to report genuine concerns within the Company. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

The Policy is available on the website of the Company at

https://dmrengineering.net/pdf/policies/4.-Whistle-Blower-Policy DMR.pdf

The Company has put in place a risk management policy in order to inter alia ensure the proper risk identification, evaluation, assessment, prioritization, treatment, mitigation, and monitoring. Further the risk management policy also provides a demarcation the role of the Board of Directors, and Audit Committee for the purpose effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company, which may threaten its existence from time to time.

Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risks elements.

The Company does not have any shares in the demat suspense account or unclaimed suspense account.

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the year under review.

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2025 and to the date of this report.

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025 is available on the website of the Company at https://dmrengineering.net/annual-report/

The signed Annual Return shall be available on the website of the Company after the same is filed with the Registrar of Companies.

During the year under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company's operations in future.

The Company is committed to creating a safe and healthy work environment, where every employee, customer and other individual are treated with respect and are able to work without fear of discrimination, prejudice, gender bias or any form of harassment at workplace.

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.

Your directors state that during the year under review, there were no cases filed pursuant to the Sexual harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

There was no such instance during the year under review.

There was no such instance during the year under review.

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 16th Annual General Meeting of the Company including the Annual Report for the Financial year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

Your Board of Directors places on record its sincere thanks, appreciation and heartfelt gratitude for the continuing support of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities who have wholeheartedly supported the Company in its prolific journey over more than 16 years.

Your directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.