Mitcon Consultancy & Engineering Services Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 42^nd Annual Report of your Company on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statement and the Auditors Report for the year ended March 31, 2024, and other accompanying reports, notes, and certificates. Consolidated performances of the Company and its subsidiaries have been referred to wherever required

1. Companys Performance

Key aspects of Consolidated and Standalone financial performance of your Company for the financial year 2023-24 along with the previous financial year 2022-23 are tabulated below:

(Rs. In Lakhs)

	Consolidated		Standalone
Particulars	As on 31.03.2024	As on 31.03.2023	As on 31.03.2024	As on 31.03.2023
Revenue from Operations	12,941.54	8,365.16	7,005.45	4,449.80
Other Income	374.27	210.20	374.67	327.45
Total	13,315.81	8,575.36	7380.12	4,777.25
Profit before Depreciation & Amortization	1,834.14	839.35	1,249.12	815.58
Depreciation & Amortization	771.62	606.24	228.97	170.69
Profit Before Tax	1,062.52	233.11	1,020.15	644.89
Share of profit in Associate	(78.16)	59.58	--	--
Tax Expenses:
Current Tax	337.34	243.16	265.50	175.00
Deferred Tax (Net)	142.3	(404.98)	49.00	(110.04)
Excess provision for Taxation for earlier years	(58.65)	15.27	(52.79)	--
Profit After Tax	563.36	439.24	758.44	579.93
Other Comprehensive Income	836.05	460.29	10.58	(7.10)
Total Comprehensive Income for the year	1,399.41	899.53	769.02	572.83
Net Profit/(Loss) after tax Attributable to :
a) Owner of the Company	533.43	422.80	758.44	579.93
b) Non-Controlling Interest	29.93	16.44	--	--
Total Comprehensive Income/(Loss) for the year attributable to :
a) Owners of the Company	1,370.81	881.29	769.02	572.83
b) Non-controlling interest	28.60	18.24	--	--

The Company has issued and allotted 42,41,321 (Forty-Two Lakhs Forty-One Thousand Three Hundred and Twenty-One) partly paid-up Equity Shares aggregating to Rs. 3,223.40/- lakhs (Rupees Three Thousand Two Hundred Twenty-Three lakhs and Forty Thousand Only) of Rs. 10/- each of the Company on rights basis, in the ratio of 6:19 (Six Rights Equity Share for every Nineteen fully paid-up Equity Shares held by the Eligible Equity Shareholders of the Company, as on the Record Date) at an issue price of Rs. 76/- per fully paid-up equity share (including a premium of Rs. 66/- per Equity Share). An amount equivalent to 25% of the issue price viz. Rs. 19/- per equity share was received on application.

Except as disclosed above, there are no material changes and commitments occurred between the end of the financial year and the date of this report which could affect the companys financial position except as disclosed in this report. There was no change in the nature of business during the year.

2. Standalone and Consolidated Financial Statements

As mandated by the Ministry of Corporate Affairs, the Consolidated and Standalone financial statements for the quarter and year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statement are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the quarter and year ended March 31, 2024. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Financial Statement and form an integral part of this Financial Statements.

3. Dividend and Reserves

• Dividend

As per the Dividend Distribution Policy adopted by the Company, in view of the investment requirements of the Company the Board has decided not to recommend any dividend for the Financial Year 2023-24. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing Regulations"), the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is available on the Companys website at https://www.mitconindia.com/policies/

• Transfer to Reserves

During the year under review, no amount was transferred to General Reserves the profit continues to be in Profit and Loss Reserve account.

4. Directors

• Your Companys Board of Directors as on the financial year ended March 31, 2024 comprises of 7 (seven) Directors including 3 (Three) Non-Executive Directors (42.86%), 1 (one) Executive Director (14.29%) and 3 (Three) Independent Directors (42.85%) including a Woman Independent Director and a Non-Executive Director and the same is disclosed in the Report on Corporate Governance as set out separately in this Annual Report. Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees or any commission or reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

• Pursuant to Article 99 of the Articles of Association of the Company, Mr. Ajay Arjunlal Agarwal (DIN: 00200167), the Non-Executive Director, wt retires by rotation and being eligible, offers himself for re-appointment. Your Board recommends re-appointment of Mr. Ajay Arjunlal Agarwal (DII 00200167) at the ensuing Annual General Meeting.

• Dr. Pradeep Bavadekar (DIN: 00879747) has resigned from the post of Non-Executive Director of the company w.e.f. 26^th July, 2024.

• Pursuant to 149, 150, 152, 161(1) and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013, the Compani (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b), 17 and 25(2A) and any other applicable provisions of the Securiti and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as amended from tim to time, Mr. Sanjay Phadke (DIN 07111186), who was re - appointed by the Board of Directors as an Independent Director of the Company with effe from September 19, 2023 was re - appointed as an Independent Director of the Company, for a second term of five (05) consecutive years, with effe from September 19, 2023 to September 18, 2028

• Notice of Disclosure of General Interest pursuant to Section 184 (1) of the Companies Act, 2013 disclosing interest in other bodies corporate/ firm and declaration under Section 164 (2) of the Companies Act, 2013 were received from all the Directors of the Company and none of the Directors a disqualified.

• All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(7) of the Compani Act, 2013 along with the rules framed thereunder and Regulation 16 of SEBI (LODR) Regulations.

• Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in term of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

5. Board Evaluation

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated. The Nominatic and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees of the Board and t\ individual Members of the Board (including the Chairperson) that includes criteria for performance evaluation, which is reviewed annually by t Committee. A questionnaire for the evaluation of the Board, its Committees and the individual Members of the Board (including the Chairperson), has be designed in accordance with the said framework and covering various aspects of the performance of the Board and its Committees, including compositi and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. Pursuant to the provisio of the Act and SEBI LODR Regulations, 2015, the Board has carried out annual evaluation of its Committees and Individual Directors. The Boa performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance of t\ Committees was evaluated by the Board of Directors on inputs received from all Committee Members after considering criteria as mentioned aforesai Pursuant to SEBI LODR Regulations, 2015, performance evaluation of Independent Directors was done by the Board of Directors, excluding t\ Independent Director being evaluated. The performance of non-Independent Directors and the Board as a whole (including the Chairperson) was carrit out by the Independent Directors. The Independent Directors have also assessed the quality, quantity and timeliness of the flow of information betwe the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

During the year under review, Independent Directors met on 17^th May 2023 to evaluate performance of Non-Executive Directors, Board and Boa Committee. The evaluation process for performance during FY 2023-24 was done at the Independent Directors Meeting held on 21^st May 2024.

6. Board and Its Committees Board Meetings

The Meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencie decisions of the Board are also accorded through Circular Resolution.

During the year under review, the Board of Directors met six (6) times. The details pertaining to the composition, terms of reference, and other details the Board of Directors of your Company and the meetings thereof held during the Financial Year 2023-24 are given in the Report on Corporate Governan forming part of this Annual Report.

Committees of the Board

The details of the powers, functions, composition, and meetings of all the Committees of the Board held during the year under report are given in t Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and t meetings thereof held during the Financial Year 2023-24 are given in the Report on Corporate Governance forming part of this Annual Report. T recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to tim during the year under Report.

Nomination and Remuneration Committee

The details including the composition and terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during t Financial Year 2023-24 and the Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are given in the Report Corporate Governance forming part of this Annual Report.

The Nomination and Remuneration Policy is also available on your Companys website at https://www.mitconindia.com/policies/.

Corporate Social Responsibility Committee

Pursuant to the Section 135 of the Companies Act, 2013 and The Companies (Corporate Social Responsibility Policy) Rules, 2014, the constitution of C Committee is not required where the amount to be spent for CSR activities does not exceed Rs 50 lakhs, and such functions can be performed by the Boai of the Company. Therefore, all the powers of CSR Committee have been discharged by the Board of Directors of the Company for the year 2023 - 24.

The CSR Policy is also available on your Companys website at https://www.mitconindia.com/policies/

Report on CSR activities of your Company under the provisions of the Act during the Financial Year 2023-24 is annexed hereto as Annexure "F."

Solutions Far Sustainable Tomorrow

Stakeholders Relationship Committee

The details pertaining to the composition and other details of the Stakeholders Relationship Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the Report on Corporate Governance forming part of this Annual Report.

Terms of reference

Stakeholders Relationship Committee has been constituted as per the provisions of Section 178 of the Companies Act, 2013. The Committee shall oversee all matters pertaining to Investors of the Company.

The terms of reference of the Committee are:

i. To consider and resolve the grievances of security holders of the Company;

ii. To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

iii. To issue new share certificate(s);

iv. To authorize affixation of the Common Seal of the Company on Share Certificates of the Company;

v. To authorize to sign and endorse the Share Transfers on behalf of the Company;

vi. To authorized Managers/Officers/Signatories for signing Share Certificates;

vii. To authorize issue of Duplicate Share Certificates and Share Certificates after Split / Consolidation / Rematerialisation and in Replacement of those which are defaced, mutilated, torn or old, decrepit, worn out or where the pages on reverse for recording transfers have been utilized;

viii. To monitor redressal of stakeholder complaints/grievances including relating to non-receipt of allotment / refund, transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.;

ix. To authorize to maintain, preserve and keep in its safe custody all books and documents relating to the issue of share certificates, including the blank forms of share certificates;

x. To oversee the performance of the Register and Transfer Agents and to recommend measures for overall improvement in the quality of investor services;

xi. To perform all functions relating to the interests of security holders of the Company and as assigned by the Board, as may be required by the provisions of the Companies Act, 2013 and Rules made thereunder, Listing Agreements with the Stock Exchanges and guidelines issued by the SEBI or any other regulatory authority;

xii. The Committee shall review the measures taken for effective exercise of voting rights by shareholders;

xiii. The Committee shall review the adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

xiv. The Committee shall review various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

7. Prevention of Sexual Harassment of Women at Workplace

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company, a work environment that does not tolerate sexual harassment. We highly respect dignity of everyone involved at our work place, whether they are employees, suppliers or our customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-24:

Number of complaints pending as on the beginning of the financial year:	Nil
Number of complaints filed during the financial year:	Nil
Number of complaints pending at the end of the financial year:	Nil

The details and Members of the Committee are displayed on the website of the Company https://www.mitconindia.com/policies/

8. Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as under:

Sr. No.	Name of the Person	Designation
1	Mr. Anand Chalwade	Managing Director
2	Mr. Ram Mapari	Chief Financial Officer
3	Ms. Ankita Agarwal	Company Secretary & Compliance Officer

9. Companys Policies

The Company has all the required policies for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015. The policies of the Company have been uploaded on the website of the Company https://www.mitconindia.com/policies/

10. Auditors Statutory Auditor

The Members of your Company at the 37^th Annual General Meeting (AGM) held on July 13, 2019, appointed M/s. J Singh & Associates, Chartered Accountants (Firm Registration No. 110266W) as the Statutory Auditors of your Company to hold such office for a period of 5 (Five) years i.e. up to the conclusion of the 42^nd AGM to be held in the year 2024.

Further, in terms of the Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. J Singh & Associates, Chartered Accountants have confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI and have provided a copy of the said certificate to your Company for reference and records.

The Statutory Auditors Report on standalone and consolidated financial statement do not contain any qualification, observation or adverse remarks. Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013, M/s M P Sanghavi & Associates, LLP, a firm of Company Secretaries in Practice was appointed to undertake secretarial audit of the Company for the year ended 31st March, 2024.

Accordingly, the Secretarial Auditor has given the report, which is annexed hereto as Annexure E. The comments of the Board on the observations of the Secretarial Auditor are as follows:

Observations by the Secretarial Auditor:

Delay in obtaining approval of Shareholders for re-appointment of an Independent Director for second term beyond the period of three months from the date of Board approval, prescribed in Regulation 17(1C) of Listing regulations from date of Board approval. Shareholders approval obtained by way of Special Resolution passed by Postal Ballot on May 24, 2024.

Comments by the Board: It was inadvertent.

Further, the Secretarial Audit Reports of material subsidiaries viz. M/s MITCON Credentia Trusteeship Services Limited, M/s Shrikhande Consultants Limited (Formerly known as Shrikhande Consultants Private Limited) and M/s Krishna Windfarms Developers Private Limited has been annexed hereto as Annexure E.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company: except for Wind Power Generation business for which maintenance of cost record is mandatory and have been complied.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, 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.

Adequacy of Internal Financial Controls

Your Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Your Board has laid down policies and processes with respect to internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Companys policies, safeguarding the assets of your Company, prevention, and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Internal Audit

Internal Audit is an independent function involving continuous and critical appraisal of the functioning of an organization with a view to suggest improvements thereto and add value to the governance mechanism of the organization. It helps the organization to evaluate the effectiveness of risk management and internal control implemented and provides recommendation for improvement in compliance with the provisions of Companies Act, 2013.

Your Company has appointed M/s Galgali and Associates, Chartered Accountants, Pune to conduct internal audit across the organization. We have strengthened the in-house internal audit and compliance team to supplement and support the efforts of M/s Galgali and Associates, Chartered Accountants, Pune.

11. Particulars of Loans and Guarantees Given and Investments Made

In compliance with provisions of Section 134(3)(g) of the Act, particulars of loans, guarantees, investments and securities given under Section 186 of the Act are given in the Notes No. 6 & 7 to the Financial Statement forming part of this Annual Report.

12. Deposits

In terms of the provision of Sections 73 and 74 of the Act read with the relevant Rules, your Company has neither accepted nor renewed any fixed deposits during the year under report.

13. Related Party Transactions

All transactions entered into by the Company Related Parties for the year under review were on arms length basis and in ordinary course of business.

The policy to determine the materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors is available on your Companys website at https://www.mitconindia.com/policies/

The related party transactions are entered into based on considerations of various business requirements, such as synergy in operations, sectoral specialization and your Companys long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity, and capital resources of subsidiaries.

Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI LODR Regulations, 2015, all Related Party Transactions were placed before the Audit Committee for its approval. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also in ordinary course of business. During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015 entered into by the Company, which necessitates approval of Shareholders.

As stipulated by Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of Related Party Transactions are given in Form No. AOC - 2 as Annexure Hand the same form an integral part of this report.

14. Employees Remuneration

The relevant information and the details of employees whose remuneration is required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are appended to this Report as Annexure I

15. Employee Stock Option Plan

The Companys ESOP Scheme has been implemented in accordance with Special Resolution passed by the shareholders on 22^nd September 2021 and the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the relevant provisions of the Companies Act, 2013 along with the Rules made thereunder including any amendments made there to or notifications thereof.

Details required to be provided under Section 62 of the Act and Rule 12(9) of Companies (Share Capital and Debenture Rules 2014 and Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are disclosed on the Companys website at https://www.mitconindia.com/investors/ .

Report of Secretarial Auditor as per Regulation 13 has been uploaded on companys website at https://www.mitconindia.com/employee-stock-ownership-plan-esop/

ESOP Scheme is uploaded on the Companys website at https://www.mitconindia.com/investors/

16. Corporate Governance

During the year, your Company has complied with all the applicable requirements stipulated under Regulations 17 to 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

A separate Report on Corporate Governance with a detailed compliance report as stipulated under the Listing Regulations and any other applicable law for the time being in force form an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in the Listing Regulations forms an integral part of this Annual Report as Annexure B.

17. Management Discussion and Analysis Report

Report on Management Discussion and Analysis Report as stipulated under the Listing Regulations and any other applicable laws for the time being in force based on audited consolidated financial statements for the Financial Year 2023-24 forms an integral part of this Annual Report as Annexure A.

18. Business Responsibility and Sustainability Report (BRSR)

In order to increase transparency of sustainability reporting to the Stakeholders, your Company has adopted Business Responsibility and Sustainability Report. BRSR incorporates several KPIs of the international frameworks in an attempt to bring it on par with global ESG reporting trends.

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting ("the Committee"). The Committee recommended some disclosures to be made by companies based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal 2023, while disclosure is voluntary for fiscal 2022. Our company has adopted the BRSR voluntarily for fiscal 2022 to increase transparency practices and priorities of the Company. The BRSR disclosures form a part of Annual Report as Annexure D.

19. Risk Management

The Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has voluntarily implemented Risk Management Policy which defines roles and responsibilities at various levels and has a structured approach for handling risk. The same policy has been hosted on the Companys website https://www.mitconindia.com/policies/ .

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

20. Vigil Mechanism (Whistle Blower Policy)

The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this Annual Report. Your Company has uploaded the policy on its website at https://www.mitconindia.com/policies

21. Secretarial Standards

The Ministry of Corporate Affairs has notified the Secretarial Standard on Meetings of the Board of Directors (SS- 1), Secretarial Standard on General Meetings (SS-2), and Secretarial Standard on Report of the Board of Directors (SS-4).

The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

22. Information Security

We have policies covering the protection of both business and personal information, as well as the use of IT systems and applications by our employees. Our employees are trained to understand these requirements. We also have a set of IT security standards and closely monitor their operation to protect our systems and information. Robust and scalable system architecture with adequate redundancy, that allows data replication capability. This ensures system resilience including minimum downtime of the systems and minimum to zero data loss in case of any disaster.

We have standardised ways of hosting information on our public websites and have systems in place to monitor compliance with appropriate privacy laws and regulations, and with our own policies.

23. Subsidiary Companies, Associate Companies and Joint Ventures

During the year, your Company along with its subsidiaries including wholly owned subsidiaries have directly or indirectly incorporated the following entity;

• Planeteye Farm Ai Limited: During the year, the Company has completed formation of joint venture with partners in its wholly owned subsidiary company "MITCON Sun Power Limited." (MSPL) on 21^st March, 2024. Further on completion of joint venture, stakes of the Company fully diluted to 50% of the total shares held by the Company, thereby Planeteye Farm Ai Limited has become an Associate of the Parent Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC 1 as Annexure G is attached to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https://www.mitconindia.com/financial-statement-of-group-companies/

The Policy for determining material subsidiaries of your Company is available on your Companys website at https://www.mitconindia.com/policies. According to the said Policy, M/s MITCON Credentia Trusteeship Services Limited, M/s Shrikhande Consultants Limited (Formerly known as Shrikhande Consultants Private Limited) and M/s Krishna Windfarms Developers Private Limited are the material subsidiaries of your Company.

24. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format (MGT-7) for the Financial Year 2023-24 is available at https://www.mitconindia.com/financials-and-regulatory-filings/annual-report-and-annual-return/

25. Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Companys going concern status and your Companys operations in future. There were no proceedings initiated by or against the Company under Insolvency and Bankruptcy Code during the year under review.

26. Conservation of Energy and Technology Absorption

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis. Your Company has procured various energy saving devices and systems, which help in conserving energy and has resulted into a significant savings in the energy cost. Carbon management and sustainable development provide business with some of the greatest opportunities towards sustainability. Your Company reduced carbon footprints by taking energy conservation measures. Your Company continues to take various measures on energy saving and sustainability as follows:

Energy Efficiency Activities:

Your Company was the first engineering consulting company in India to have set emission reduction targets approved by the Science Based Targets initiative (SBTi), designed to meet the goals of the Paris Agreement on climate change. Some of the majors undertaken towards our targetare:

• Introducing Electric Vehicle for Local Transportation of Employee, which reduced 2.67 tCO2 emissions for FY 23-24.

• Usage of Renewable energy for self-use, installed rooftop solar for captive consumption in July 2022, which generated 89,293 kWh of electricity, avoiding 64 tCO2 emissions for FY 23-24.

• Installation of Electric Vehicle charger of 30 kW single gun, at Pune Office.

• Emphasis on Energy Conservation with an in-house team of experts: a. LEDs in place of CFLs b. Ozonators in ACs (which also disinfects the air and makes the air healthier) c. Setting optimum temp settings for ACs as a SOP d. Upgradation of ACs to better VRV technology on an ongoing basis e. Culture of switching off when not in use.

• Energy saving measures are taken right from design stage like double wall construction, low-e glass for facades and windows with DGUs, maximum use of natural light and ventilation, underdeck insulation, etc.

• Installed Water Efficient Low flow water taps, designed to operate at 4 lpm compared to 6/8 lpm water taps

Renewable Energy Initiatives, Water Management and Waste Management Initiatives of the Company for the FY 2023-24 are given in the Business Responsibility and Sustainability Report forming part of this Annual Report.

• Customer experience, operational excellence on Green activities

• Employees feel proud of belonging to a green company and volunteer more for green initiatives like tree plantation, tree maintenance & society awareness related to sustainability. Employees contributing regularly for Tree Plantation

• LED lighting has improved the ambience and freshness of workplace

• Better, healthy and working environment with freshness, greenery, and brighter workspaces.

• Zero Accidents till date in Your Company

• Reducing Operation and maintenance costs

27. Foreign Exchange Earnings & Outgo

Foreign exchange earnings : INR 20.66 Lakhs Foreign exchange outgo : INR 1469.86 Lakhs

28. The details of difference between amount of the valuation done at the time of one-time settlement and valuation done while taking loans from the banks or financial institutions along with the reason there of:

There was no instance during the year attracting this provision.

29. Directors Responsibility Statement

In compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act, your Directors state that:

I. Your 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 state of affairs of your Company as at March 31, 2024 and of the profit of your Company for that year.

II. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

III. The annual accounts have been prepared on a going concern basis;

IV. Your Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.

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

30. Acknowledgement and Appreciation

Your Board places on record the support received from the Ministry of Corporate Affairs, the Ministry of Finance, the Ministry of Commerce and Industry, the Reserve Bank of India and the Securities and Exchange Board of India throughout the Financial Year.

Your Board wish to express their deep gratitude to various departments of the Auditors, Consultants, Central and State Governments, Banks, Financial Institutions, Business Associates, Customers, Distributors, Suppliers, Vendors, Investors, Analysts, and Members for extending excellent support and cooperation.

Your Board places on record its deep sense of appreciation for the committed services of the associates of your Company at all levels. Your Board thanks the investors and shareholders for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels of your Company. The consistent growth was made possible by their hard work, solidarity, cooperation, and support.

For and on behalf of the Board of Directors MITCON Consultancy & Engineering Services Limited

Sd/-	Sd/-
Mr. Anand Chalwade	Mr. Ajay Agarwal
Managing Director	Director
DIN: 02008372	DIN:00200167
Date: August 23, 2024
Place: Pune