To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS Consolidated Figures For 2014-15 :

The performance during the period ended 31 si March, 2016 has been as under:

(Rs.. In Lakhs)

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31 st March and the date of Board's Report. (I.e. 14/08/2016)

3. SUB-DIVISION OF SHARES:

One equity share of Rs. 10/-was sub-divided into 5 equity shares of Rs. 2/-each at Annual General Meeting held on 12.09.2015 . As a result the authorized capital of the company stands at Rs.9,00,00,000/- with shares divided into 4,50,00,000 equity shares of Rs. 2J- each and paid up capital stands at Rs. Rs.4,78,55,000/-divided into 2,39,27,500 equity shares of Rs. 2 each.

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

During the period under review and the date of Board's Report there was no change in the nature of Business.

5. PUBLIC DEPOSITS:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

6. TRANSFER TO RESERVES:

There were no transfers to reserves during the year.

7. DIVIDEND:

The Directors have decided not to recommend dividend for the year.

8. REVISION OF FINANCIAL STATEMENTS:

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

9. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company's financial position have occurred between the ends of the financial yearof the Company.

10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The company has not entered into any contract or arrangement with any related party during the period under review.

13. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity share capital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 crores respectively. However, the company voluntarily provides a separate section in the Annual Report titled ‘Report on Corporate Governance" along with the Auditors' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,

14. EXTRACT OF ANNUAL RETURN:

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

15. RETIREMENTS AND RESIGNATIONS:

- Ms. Push pa Id th a , Ms. Renuka and S.C Krishna Varma resigned as Directors of the company in a Board Meeting hold on 08.08.2 015.

The Board placed on record its sincere appreciation for the directors who have retired for the services rendered by them during the year,

16. APPOINTMENTS,Rt-APPOINTMENT OF DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

Duringltie year:

- Mr.Uday Bhaskarand Mr. T. Kiran were appointed as Additional Directors of the company in a Board Meeting held on 08.08.2015. Subsequently they were appointed as Whole-Time Directors of the Company on 12.09.2015.

- Mr. R.C Rahul and Mr. R.C Ratul were appointed as Non-Executive, Independent Directors of the company on 12,09.2015.

18. DECLARATION FROM INDEPENDENT DIRECTORSON ANNUAL BASIS:

The Company has received declarations from Mr. R.C Ratul, Mr. R.C Rahul and Ms. S. Latha, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.-Annexure-lll.

19. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

M/s. Mudunuru Software Limited and M/s Mudunuru DREAMS Private Limited are the two subsidiaries of the company. M/s. Mudunuru DREAMS Private Limited has following subsidiaries which are the step down subsidiaries of M/s. Mudunuru Limited:-

1. Mudunuru Dairy Products Private Limited

2. Muckinuru Retail Privale Limited

3. Mudunuru Enterprises Private Limited

4. Mudunuru Agriculture Private limited

5. Mudunuru Manufacturing Private Limited

6. Mudunuru Systems Private Limited

21, STATUTORY AUDITORS:

M/s. Chanamolu & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013,

The Board recommends the re-appointment of M/s. Chanamolu & Co , as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

22, INTERNAL AUDITORS:

The company has not appointed internal auditors for the period 2015-16. However the company is looking for suitable auditor(s) fill the vacancy.

25. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3) (0 & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as Annexure-I

24. AUDITS REPORTS:

- Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry'.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and the qualifications, reservations or adverse remarks (if any) except that the Company does not have a full time Company Secretary, and internal auditor.

The Board is looking for suitable candidates for the above said posts and the vacancies wil I be filled soon.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR): . . ~ Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 10OOCrore or more, or a net profit of Rs. 5 Crore or more during the financial year, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

26. COMPLIANCE WITH SFBI (LISTING OBLIGATIONS AND DISCLOSURF REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company's website i.e. www.mudunuru.com

i. Board Diversity Policy

ii. Policy on preservation of Documents

iii. Risk Management Policy

iv. Whistle Blower Policy

v. Familiarization programme for Independent Directors

vi. Anti-Sexual Harassment Policy Related Party Policy .

vii. Code of Conduct

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: The required information as per Sec. 134 of the Companies Art 2013 is provided hereunder:

A. Conservation of Energy:

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

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL ( Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 81247930/Foreign Exchange Outgo: Rs. NIL

28. INSURANCE:

The properties and assets of your Company are adequately insured.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review

30.CR E DIT& GUARANTEE FACILITIES :

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from State Bank of India.

31. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1 )(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is 1: 2.7 times in case of P Uday Bhasfca r, Director of the Company,

33. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

34. CLO'CJO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.

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

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

36. SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards SS1 and SS2 issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meeting.

37. EVENT BASED DISCLOSURES

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

1 Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8( 13) of the Companies (Share Capital and Debenture) Rules, 2014,

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee’s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4. Non- Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The company did not purchase or give any loans for purchase of its shares.

6 Buy back shares: The company did not buy-back any shares during the period under review.

7. Disclosure about revision: Since the company did not undergo any revision, this clause is Not Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The company did not allot any shares on preferential basis during the period under review.

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 8,50,000/- and above per month or Rs. 1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

39. DISCLOSURE UNDER THE ANTI-SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of coin plaints received : Nil No. of complaints disposed off : Nil

40. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board Mudunuru Limited

Sd/- Sd!-

P, Uday Bhaskar T.Kiran

Place- Visakhapatnam Whole Time Director Whole Time Director

Date:’13.08.2016 (DIN: 2773570) (DIN: 00472025)