Constronics Infra Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS

Your directors take pleasure in presenting the 33^rd Annual Report and that of the Auditors together with the audited Balance Sheet as at 31^st March 2025 and the Profit/ Loss Account for the year ended on that date.

1. FINANCIAL HIGHLIGHTS:

	(Amount in Lakhs)
Particulars	2024-2025	2023-2024
Sales and Operating Revenues	5,097.45	77.25
Other Income	153.88	48.97
Total Revenue	5,251.34	126.22
Profit /(Loss) before Tax	437.46	77.16
Less: Tax Expenses
1. Current Tax	119.38	-
2. Tax expense relating to previous years	13.53
3. Deferred tax	(8.63)	5.51
Profit /(Loss) after Tax	313.18	71.65

2. OPERATIONAL OVERVIEW:

During the year, the Company has engaged in the business of trading in Construction and Building Materials such as Blue Metals, M-Sand, Crushed Stone and other allied products, the Company has achieved total operating revenue of Rs. 5,097.25 Lakhs against Rs. 77.25 Lakhs in previous year. Your company records a net Profit of Rs. 313.18 Lakhs against a net Profit of Rs. 71.65 Lakhs in previous year. The Board of Directors believes that the company will continue in the path of growth.

3. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2024-25.

4. RESERVES:

The Company has not transferred any amount to the General reserve account. The reserves as at the end of the year March 31, 2025 is Rs. 1,791.38 Lakhs as against the total reserves of Rs. -694.39 Lakhs as at March 31,2024.

5. SHARE CAPITAL:

During the period ended 31^st March 2025, paid up Share capital of the company stood at Rs. 1,252.90 Lakhs. Your Company has allotted 53,20,000 Equity shares on preferential basis to the public category on 15^th May 2024 at Rs. 50 each aggregating to Rs. 26.60 Crores pursuant to the approval of the members sought vide Postal Ballot process on 30^th April 2024.

During the year, the company has made an issue of 30,09,901 warrants on preferential basis to the public category for Rs. 110 each at face value of Rs. 10 and premium of Rs. 100 pursuant to the approval of the members at the extra-ordinary general meeting held on October 16, 2024. The board of directors on receipt of 25% consideration has allotted 30,09,899 warrants on November 04, 2024 aggregating to Rs. 8.28 crores. The warrant holder can exercise the warrant on the payment of remaining 75% consideration until the expiry of 18 months from the date of allotment. The shares allotted pursuant to the exercise of warrant shall rank pari-passu with the existing equity shares.

During the year, the company has not alloted any.

• Sweat Equity Shares or

• Shares with Differential Rights or

• Employee Stock Option Scheme or

• Buy Back any of its shares.

6. STATE OF COMPANYS AFFAIR & CHANGE IN THE NATURE OF BUSINESS:

During the year, Your Company has commenced the business of trading in Construction and Building Materials. And there was no change in the nature of business of the company.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company has no Subsidiary/ Associate/Joint Venture Companies as on March 31, 2025. However, the company has acquired M/s. Constronics Energy Solution Private Limited on May 03, 2025 and it has become the Wholly-Owned Subsidiary of the company.

8. DEPOSITS:

During the year under review, your Company has not invited or accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31,2025.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

The company has acquired M/s. Constronics Energy Solution Private Limited on May 03, 2025 and it has become the Wholly-Owned Subsidiary of the company

11. SHIFTING OF REGISTERED OFFICE:

Your directors have approved to shift the registered office of the Company within the city limits from No.77, 2^nd Floor, Chamiers Road, Alwarpet, Chennai 600028 to No.37, K B Dasan Road, 2^nd Floor, Teynampet, Chennai 600018 with effect from 17^th October 2024.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

> Appointments:

During the year, your directors has approved the following appointments

• Mr. Tirukkurungudi Seshadri Srinivasan, (DIN: 07044410) has been appointed as Additional director (Non-executive - Independent) of the company in the meeting of board of directors held on 30^th March 2024.Subsequently the appointment has been regularized on 30^th April 2024 with the approval of members sought by the postal ballot process.

• Mr. Kathir Kamanathan has been appointed as the Chief Financial Officer of the company on September 19, 2024.

> Reappointments:

• Mr. Sharmila Thirumalaisamy, Director (DIN: 08304609) was liable to retire by rotation in the 31^st Annual general meeting of the Company. Since, a only director to retire by rotation offers herself to retire by rotation in the 32^nd Annual General meeting.

> Resignations:

• Mr. Kathir Kamanthan, the chief financial officer of the company has resigned on 10^th February 2025. To fill up the vacancy, Mr. Vijayakanth Sivanandham has been appointed on May 02, 2025.

> Independent Directors

• All Independent directors have submitted declarations that they meet the criteria of independence as laid down under Section 149 (6) of the act and 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

13. BOARD MEETINGS:

The Companys Board of directors constituted with an optimum combination of executive, non-executive and independent directors (including one woman director) who bring to the table the right mix of knowledge, skill and expertise. The Board achieving its business objectives and protecting the interest of the all the stakeholders of the company. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming part of this Annual Report.

During the year, twelve (12) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming part of this Annual Report.

The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 is forming part of the Corporate Governance Report forming part of this Annual Report

14. COMMITTEES OF THE BOARD:

a) Audit Committee

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, five (05) meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

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

b) Nomination and Remuneration Committee

Nomination and Remuneration Committee meets the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, four (4) meetings of the Committee were held, the details of the composition of the Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

During the year under review, the Board has accepted all the recommendations of the Nomination and Remuneration Committee.

c) Stake Holders Relationship Committee:

This Committee considers and resolves the grievances of security holders of the Company inter-alia including grievances related to transfer of shares, non-receipt of Annual Report, non-receipt of dividend etc. The Committee also reviews measures taken for effective exercise of voting rights by shareholders, adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent and ensuring timely receipt of annual reports by the shareholders of the company. The details of the composition of the stakeholders relationship committee are given in the Corporate Governance Report which forms part of this Annual Report

15. CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance pursuant to Listing Regulations is annexed hereto.

16. AUDITORS:

Your company has approved the appointment M/s. S.C. Ajmera & Co, Charted Accountants, (Firm Registration Number: 002908C), as Statutory Auditor of the Company, in the 30^th Annual general meeting held on 29^th September 2022 to hold office from the conclusion of 30^th Annual General Meeting till the conclusion of 35^th Annual General Meeting for a term of 5 years.

As M/s. S.C. Ajmera & Co, Charted Accountants, (Firm Registration Number: 002908C) has tendered their resignation to the Audit Committee & Board of directors on 02^nd September, 2024 with effect from conclusion of 32^nd Annual General Meeting and Board took note of the same.

As the casual vacancy is created as a result of resignation of above, your directors have approved to recommend the appointment, in this notice of 32^nd Annual general meeting, of M/s. B. Thiagarajan & Co. (FRN: 004371S) as the Statutory auditors of the company to fill the casual vacancy and to hold the office from the conclusion of 32^nd Annual General Meeting and till the conclusion of 33^rd Annual general meeting.

The board has appointed M/s. B. Thiagarajan & Co. (FRN: 004371S) as the statutory auditors of the company at ensuing 33^rd Annual General Meeting and to hold the office for 5 years till the conclusion of Annual General Meeting subject to the approval of the members at the ensuing annual general meeting of the company.

Comments on Auditors Report:

Reply to the qualifications made in Auditors report:

1. Qualification: Note no. 10 to the standalone financial results the Cash and cash equivalents of Rs.708.70 lakhs presented under Current Assets in the Balance Sheet includes an amount of Rs.5.87 lakhs seized by an Investigating Agency in connection with an investigation not related to the business operations of the Company. Had the Company recognized a provision for the seized amount of Rs.5.87 lakhs during the year ended 31st March 2025, the profit before tax for the quarter and year would have reduced to Rs. 148.01 lakhs and Rs. 431.59 lakhs, respectively, instead of the reported profits of Rs. 153.88 lakhs and Rs.437.46 lakhs.

Boards Reply: As the proceeding is pending before the Honorable High court of Madras. Your directors highly believe that the case will be upheld in favour of the Company.

17. INSTANCES OF FRAUD

The Auditors have not reported any frauds under sub-section (12) of section 143 of the Companies Act, 2013 during the year under review.

18. SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Mr. S.S. Vignesh, Practicing Company Secretary, Madurai (Registration No I2013TN995100 and Peer Review Certificate No. 2648/2022) as secretarial auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report attached as "Annexure - B" with this report.

Further, pursuant to the provision of Regulation 24A of the SEBI Listing Regulations Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the board of directors had approved and recommended the appointment of Mr. S.S. Vignesh, Practicing Company Secretary, Madurai (Registration No I2013TN995100 and Peer Review Certificate No. 2648/2022) as Secretarial Auditor of the company for a term of five (05) years from FY 2025-26 till FY 2029-30 subject to the approval of members at this 33^rd Annual General Meeting of the company.

Reply to the qualifications made in Secretarial Auditors report:

1. Qualification: During the period under review, The Board of Directors of the Company, in its meeting held on 05/09/2024, took note of the resignation of M/s. S.C. Ajmera & Co., Chartered Accountants as the statutory auditors and approved the appointment of M/s. B. Thiagarajan & Co., Chartered Accountants in their place. As per Clause 7A of Part A of Schedule III of the SEBI (LODR) Regulations, 2015, the detailed reasons for the resignation of the auditor, as provided by them, were required to be disclosed to the stock exchanges within 24 hours of receipt. However, the outcome of the Board meeting, including the resignation and appointment of auditors, was filed late on 11/09/2024, resulting in non-compliance with the stipulated timeline

Boards Reply: The company has taken all necessary steps to ensure compliance with the law in both letter and spirit, remains committed to maintaining such compliance in the future.

2. Qualification: During the period under review, M/s. S.C. Ajmera & Co., Chartered Accountants, resigned as Statutory Auditors of the Company on 02/09/2024. As per the provisions of Section V-D (6.1) of SEBI Circular on Resignation of Statutory Auditors, since the resignation was tendered after 45 days from the end of the quarter (i.e., June 30, 2024), the auditors were required to issue the audit/limited review reports for both the quarter ended September 30, 2024, and December 31, 2024. However, it was observed that the auditors issued the report for the September 2024 quarter only, and not for the December 2024 quarter, resulting in partial non-compliance with SEBI guidelines.

Boards Reply: The company has taken all necessary steps to ensure compliance with the law in both letter and spirit, remains committed to maintaining such compliance in the future.

3. Qualification: The Cash and Cash Equivalents of Rs.708.70 lakhs presented under Current Assets in the Balance Sheet include an amount of Rs.5.87 lakhs seized by an Investigating Agency in connection with an investigation unrelated to the business operations of the Company. The Company has not made any provision for this seized amount during the current financial year.

Boards Reply: As the proceeding is pending before the Honorable High court of Madras. Your directors highly believe that the case will be upheld in favour of the Company.

19. INTERNAL AUDIT:

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies (Accounts) Rules, 2014 and all other applicable provisions (including any statutory amendment thereto) if any on the Companies Act, 2013 M/s. GNST & Associates, Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for the Financial Year 2024-25.

20. EXTRACTS OF THE ANNUAL RETURN:

As per the requirements of Section 92(3) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), the copy of the Annual Return in the prescribed Form MGT-7 for the financial year ended March 31, 2025 is placed on the companys website www.constronicsinfra.com.

21. RELATED PARTY TRANSACTIONS:

During the year under review, the Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013. Hence the reporting under this clause does not arise.

22. PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

Details of loans and investments by the Company covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

Steps taken for conservation	NIL
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION:

Efforts made for technology absorption	NIL
Benefits derived
Expenditure on Research & Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place, if any

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange earned: NIL Total Foreign exchange outgo NIL

24. MANAGEMENT DISCUSSION & ANALYSIS:

A Management Discussion & Analysis as required under the SEBI, LODR is annexed and forming part of the Directors Report in "ANNEXURE D".

25. PARTICULARS OF EMPLOYEES:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - C attached herewith which forms part of this report.

26. MANAGERIAL REMUNERATION RECEIVED FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY

During the year, the company has not paid any managerial remuneration.

27. MAINTENANCE OF COST RECORDS:

The Central Government has not prescribed the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 for the Company

28. ANNUAL EVALUATION BY THE BOARD:

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a) Attendance of Board Meetings and Board Committee Meetings;

b) Quality of contribution to Board deliberations;

c) Strategic perspectives or inputs regarding future growth of Company and its performance;

d) Providing perspectives and feedback going beyond information provided by the management;

e) Commitment to shareholder and other stakeholder interests.

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards performance, performance of the Chairman and other Non-independent Directors.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

29. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs. In addition to the Internal Control Systems, the Board has laid emphasis on adequate Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence.

30. LISTING WITH STOCK EXCHANGE

The shares of your Company continued to be listed at Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2025-26.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company.

32. VIGIL MECHANISM:

The company has adopted a whistle blower policy to provide a formal mechanism to the employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the companys code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the chairman of the audit committee. It is affirmed that no personnel of the company have been denied access to the audit committee.

Your company hereby affirms that no complaints were received during the year under review.

33. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge, belief and according to the information and explanations obtained by them, the Directors pursuant to Section 134 of the Companies Act, 2013 hereby state that:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made for the same.

2) the directors had selected appropriate 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 as at 31st March 2025 and profit or Loss of the Company for the year ended 31^st March 2025.

3) the directors had taken proper and sufficient care for 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,

4) the annual accounts have been prepared on a going concern basis.

5) the directors, had laid down proper and sufficient internal financial controls, policies and procedures of such internal financial controls, are adequate and operating effectively.

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

34. APPLICATION OR PROCEEDINGS UNDER INSOLVENCYAND BANKRUPTCYCODE, 2016

The Company has neither made any application nor has any pending proceeding under the Insolvency and Bankruptcy Code, 2016 during the Financial Year.

35. 33^rd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

The 33^rd Annual General Meeting of the company is being conducted through Video Conference/Other Audio Visual Means (VC/OAVM). Also, your Company will be complying with the MCA and SEBI Circulars by sending 33^rd Annual Report along with Annexures by way of e-mail to the shareholders Those Shareholders whose email IDs are not registered, has been sent a letter containing the weblink of AGM Notice.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL ISNTUTIONS ALONG WITH REASONS THEREOF

The Company has not made any such valuation during the Financial Year.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBATION AND REDRESSAL), ACT, 2013:

The Company has in place, policy of prevention, prohibition and Redressal of Sexual Harassment for women at the Workplace in accordance with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. All women employees are covered under this policy. However, the company is not required to constitute Internal Complaints Committee. There were no cases/ complaints reported in this regard during the year under review. During the year under review no complaints have been received under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013. The POSH policy is available in the website of the company www.constronicsinfra.com.

Particulars	Compliance
Number of complaints filed during the financial year	Nil
No of Complaints disposed of during the financial year	Nil
No of complaints pending as on end of the financial year.	Nil

38. INVESTOR EDUCATION AND PROTECTION FUND:

There was no pending amount to be transferred to the Investor Education and Protection Fund.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

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

40. FINES PENALTIES LEVIED BY STOCK EXCHANGES

During the financial year, the company has not paid any fine/penalty levied by stock exchange/SEBI or any other authority on any matter related to capital market.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations.

42. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

The company is in compliance with the Maternity Benefit Act, 1961 for the year under review.

43. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their thanks to the Shareholders, Customers, Suppliers, Banks and Government for their valuable assistance and support.

Your directors wish to place on record their appreciation of the sincere efforts put in by the employees of the Company at all levels.

	On Behalf of the Board
	CONSTRONICS INFRA LIMITED
	Sd/-	Sd/-
	K. Sureshkumaar	R.Sundararaghavan
Place: Chennai	Director	Managing Director
Date: 14/08/2025	DIN:08547720	DIN: 01197824