Incon Engineers Ltd Directors Report

To the Members

The Directors take pleasure in presenting the 55th Annual Report and the Audited Financial Statements for the year ended 31 March, 2025.

1. FINANCIAL RESULTS

The performance during the period ended 31st March 2025 has been as under:

(Rs. in Lakhs)

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from operations and other income (gross	36.78	24.06
Profit before finance costs and depreciation, amortization expense	(32.46)	(41.95)
Finance Cost	6.81	3.35
Depreciation and amortization expenses	1.71	1.89
Profit /Loss after tax	(40.98)	(47.19)
Other Comprehensive income	0.04	(0.74)
Total comprehensive income	(40.94)	(47.93)

2. PERFORMANCE Operations

During the year under review, the operations of the Company have improved compared to the previous year. The Companys equipment continues to be preferred for the grinding of explosive materials and during the year, the Company executed order of the Ordinance Factory. The company also received an order from a private sector for similar application and the same is under execution.

3. PUBLIC DEPOSITS

The Company has not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31 st March 2025.

4. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 to the Companies (Accounts) Rules, 2014 are provided in Annexure - I forming part of this report.

5. DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Sta41tement, the Board of Directors of the company confirms: -

(a)	That the preparation of the annual accounts for the financial year ended 31.03.2025, the applicable accounting standards have been followed along with proper explanations relating to material departures,
(b)	That 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 31st March, 2025 and the profit and Loss of the company for the period.
(c)	That 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 of the company the assets and for preventing and detecting fraud and other irregularities.
(d)	That the directors had prepared, the annual accounts for the financial year ended 31st March,2025 on a going concern basis and
(e)	That 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)	That Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity

of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

7. COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

8. RELATED PARTY TRANSACTION:

The contracts or arrangements of the Company with related parties during the period under review referred to in Section 188(1) of the Companies Act, 2013 were in ordinary course of business and on arms length basis. During the year, the Company had entered into the contract/arrangement/transaction with related parties which could be considered material in accordance with the related party transaction policy of the Company. The said policy as approved by the Board in terms of provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The prescribed form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure II to this report,

9. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at www.incon.in

10. INDEPENDENT DIRECTORS:

In terms of provisions of Section 149(7) of the Companies Act, 2013 all the Independent Directors of the Company have furnished a declaration to the Compliance Officer of the Company at the meeting of the Board of Directors held on 29.03.2025 stating that they fulfill the criteria of Independent Director as prescribed under section 149(6) of the Companies Act, 2013 and are not being disqualified to act as an Independent Director.

In terms of the Regulation 2(57) of the Regulations, the Company has adopted a familiarization programme for the Independent Directors to familiarize them with working of the Company, nature of the industry in which the Company operates, business model of the Company, their roles, rights, responsibilities and other relevant details.

11. SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any Subsidiaries and Joint Ventures. Hence, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 as required in terms of the provisions of Sections 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not enclosed.

12. INTERNAL AUDITORS

M/s G P Associates., Chartered Accountants, Hyderabad shall be the Internal Auditors of the Company.

13. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s MNM & Associates Practicing Company Secretaries to conduct Secretarial audit of the company for the financial year ended March 31,2025.

The Secretarial Audit Report issued by M/s. MNM & Associates; Practicing Company Secretaries in Form MR-3 is enclosed as Annexure III to this Annual Report.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 08.08.2025 have approved & recommended for approval of Members appointment of M/s. MNM & Associates, Practicing Company Secretaries (Firm Regn No. P2017TL059600) as Secretarial Auditor for a term of upto 5 (Five) consecutive years, to hold office from 1 April 2025 till 31 March 2030

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

14. STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of the Companies act 2013 M/s.Brahmayya & Co., Chartered Accountants Reg No.000513S are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of this Annual General Meeting till the conclusion of 57th Annual General Meeting of the Company to be held in 2027.

The Report given by the Auditors on the financial statement of the Company is part of this Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility required to be disclosed under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules. 2014 is not applicable to the company. Hence, composition of committee is not required.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees, Securities and Investments made during the Financial year ended 31 March, 2025 are given in the notes to the financial statements in compliance with the provisions of section 186 of the Companies Act, 2013 read with the companies (Meeting of the Board and its powers) Rules 2014.

17. SHARE CAPITAL

The Authorised share capital of the Company is Rs 84,000,000/- (Rupees Eight Crores Forty Lakhs only) divided into 8,400,000 equity shares of Rs 10/- each. The paid-up capital of the Company is Rs 43,271,000/- (Four Crores Thirty Two Lakhs Seventy One Thousand only) divided into 4,327,100 equity shares of Rs 10/- each .Forfeited Shares amount originally paid up Rs. 13,866,500/-.

18. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Companys operations in terms of performance in markets, manufacturing activities, business outlook, risks and concerns form part of the Management Discussion and Analysis, a separate section forms part of the Annual Report as Annexure V

19. BOARD EVALUATION AND ASSESSMENT

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The criteria covered various aspects for evaluation of Independent Directors such as Participation at the Board /Committee meetings, Commitment (including guidance provided to senior management outside of Board/ Committee meetings), Effective deployment of knowledge and expertise. Integrity and maintaining of confidentiality, Independence of behavior and judgment, exercise of objective independent judgment in the best interest of the Company, Ability to contribute to and monitor corporate governance practice and Adherence to the code of conduct for independent directors, for Evaluation of the Board, Implementation of robust policies for Managing Director and Non-Executive Directors, Participation at the Board / Committee meetings, Effective deployment of knowledge and expertise, Discharge of its functions and duties as per its terms of reference, Process and procedures followed for discharging its functions. Effectiveness of suggestions and recommendations received were considered, for evaluation of Chairman of the Board aspects such as Managing relationship with the members of the Board and management, and effective decision making at the board were considered.

20. DIRECTORS AND KMP:

Sri Sreedhar Chowdhury, Managing Director of the Company, (DIN.00188924) was reappointed w.e.f.12.08.2024 Sri Vikram Simha Vepa, (DIN 10731644) and Smt. Hima Bindu Sagala, (DIN 09520601) were appointed on 12.08.2024 as NonExecutive Independent Directors. Smt. Neeta Kumari, Non- Executive Women Director (DIN 0313522) appointed on 30.03.2005 and continues as such and her office is liable to retirement by rotation.

Sri S Manohar Raju, Non-Executive Independent Director, retired w.e.f 12.08.2024 and Sri A Subba Rao, Non-Executive Independent Director, retired w.e.f. 12.08.2024.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Sub-Section (6) of Section 49 of the Companies Act, 2013, during the year there was no re-appointment of Independent Directors took place in the Company.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the nonexecutive directors and executive directors. Ms. Manoranjani, Company Secretary, Compliance Officer & CFO.

21. RE-APPOINTMENT:

As per the provisions of Companies Act, 2013, Dr.B.Neeta Kumari, DIN-00313522, Director retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

22. NUMBER OF MEETINGS OF THE BOARD

4 (Four) meetings of the Board of Directors of the Company were held during the year under review. Detailed information of the meetings of the Board is included in the Report on Corporate Governance, which forms part of this Report

23. CORPORATE GOVERNANCE

As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations"), the compliances with corporate governance provisions as specified in Regulations 17 to 27 are applicable to the Company only if its paid up capital exceed Rs.10 Crores and if Net worth is above Rs.25 Crores.

As on 31st March, 2025, the paid up share capital of the company is Rs.571.38 Lakhs which does not exceed Rs.10 Crores limit and the Net Worth of the Company is Rs.(35.55) Lakhs which does not cross Rs.25 Crores.

Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulations are not applicable to the Company.

In light of the above. Corporate Governance Report is not applicable to the Company during the period under review.

24. VIGIL MECHANISM

The Company has adopted a

Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

25. POLICY ON SEXUAL HARRASSEMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2025 the company has not received any Complaints pertaining to Sexual Harassment.

26. ADOPTION OF INDIAN ACCOUNTING STANDARDS (“IND AS")

The company has adopted Indian Accounting Standards (“IND AS") and accordingly these financial statements have been prepared in accordance with the same as required under section 133 of the Companies Act, 2013 read with rules made thereunder.

27. POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION

In terms of provisions of Section 178 of the Companies Act. 2013 read with Regulation 19 of the Regulations, a policy relating to remuneration for the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors of the Company in pursuance of its formulation and recommendation by the Nomination and Remuneration Committee thereby analyzing the criteria for determining qualifications, positive attributes and independence of a director.

28. REPORT ON FINANCIAL STATEMENTS

The report of M/s.Brahmayya & Co., Chartered Accountants, Regn. NO.003109S the Statutory Auditors of the Company on the financial statements of the Company for the year ended 31 March, 2025 is annexed to the financial statements in terms of provisions of Section 134(2) of the Companies Act, 2013. The observations of the Auditors in their report are self-explanatory and/or explained suitably in the Notes to the Financial Statements. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark which needs any explanation or comment of the Board.

29. COST AUDIT

During the year under review, the Company had not been mandatorily required to get its Cost Records audited in terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry of Corporate Affairs (MCA) on 31 December 2014, as the industry under which the Company falls has been exempted from the Cost Audit under the said rules.

30. RECONCILATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI), the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company.

The Reconciliation of Share Capital Audit Reports as submitted by the Auditor on quarterly basis were filed with the Bombay Stock Exchange of India Limited through BSE Listing Centre, where the original shares of the Company are listed.

31. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited, Mumbai and Calcutta Stock Exchange. Company has applied for delisting of shares and the same is pending with Calcutta Stock Exchange for long time.

32. DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of this report.

33. INDUSTRIAL RELATIONS

During the year under review, industrial relations in the Company continued to be cordial and peaceful.

34. CODE OF CONDUCT

This is to confirm that the Board has laid down a code of conduct for all Directors and Senior Management Personnel of the Company. It is further confirmed that all Directors and senior management personnel of the Company have affirmed compliance with the code of conduct of the Company for the financial year 2024-25.

35. COMMITTEES OF THE BOARD

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on 31st March, 2025, the Board has the following committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

36. PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors	Ratio to Median remuneration
Sri Sreedhar Chowdhury	NIL
Dr.B. Neeta Kumari	NIL
Sri Vikram Simha Vepa	NIL
Smt Hima Bindu Sagala	NIL

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: There is no increase during the year.

c. There is percentage increase in the median remuneration of employees in the financial year: NIL

d. The number of permanent employees on the rolls of Company: 3

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There is no increase in the remuneration / salaries during the year.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration paid to Key Managerial Personnel is as per the remuneration policy of the Company.

37. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no instances of fraud committed against the Company by its officers or employees as reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

38. CREDIT RATING

No Credit Rating was obtained during the financial year 2024-25.

39. PARTICULAR OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act. 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

40. DIVIDEND:

Your Directors did not recommend dividend for the financial year 2024-25.

41. TRANSFER TO RESERVES

For FY 2024-25, the Company has not transferred any amount to Reserves and Transfer to Reserves:

42. OTHER DISCLOSURES:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

43. RISK MANAGEMENT:

The Board of the Company has framed a policy to implement and monitor the risk management plan for the Company and ensuring its effectiveness. The Board oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

44. ACKNOWLEDGEMENT

The Board of Directors would like to thank Business Partners, Bankers, Investors and Auditors for their continued support and association. Your directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

By order of the Board
For Incon Engineers Limited
	Sd/-
	Sreedhar Chowdhury
Place : Hyderabad	Managing Director
Date : 08.08.2025	(DIN:00188924)