Mitcon Consultancy & Engineering Services Ltd Directors Report

<dhhead-BOARD OF DIRECTORS REPORT </dhhead-

Dear Members,

The Board of Directors have pleasure in presenting the 44^th 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 Financial Year ended March 31, 2026, and other accompanying reports, notes, and certificates prepared as per Indian Accounting Standards (IND AS) as per Section 133 of the Companies Act, 2013. The Consolidated Financial Statement forming part of this Annual report does not consider financials of a Subsidiary viz. MITCON Forum for Social Development, incorporated under section 8 of the Companies Act, 2013 as its objects does not permit distribution of Profits to its Members.

1. Companys Performance

Key aspects of Consolidated and Standalone financial performance of your Company for the financial year 2025-26 along with the previous financial year 2024-25 are tabulated below:

	Consolidated		Standalone
Particulars	As on	As on	As on	As on
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	12566.84	11,271.19	6012.05	5,119.62
Other Income	200.53	254.95	527.28	493.28
Total Income	12767.37	11,526.14	6539.33	5,612.90
Profit before Depreciation & Amortization	2238.81	1,820.29	1039.19	1080.02
Depreciation & Amortization	980.91	910.54	325.81	265.97
Profit Before Tax	1257.90	909.75	713.38	814.05
Share of profit in Associate	0.91	(111.36)	-	-
Tax Expenses:
1) Current Tax	337.18	274.30	169.75	194.85
2) Deferred Tax (Net)	(30.88)	(158.34)	34.56	93.07
3) Excess provision for Taxation for earlier years	11.02	28.37	(19.29)	(7.51)
Profit After Tax	941.49	654.06	528.36	533.64
4) Other Comprehensive Income	32.58	(207.34)	13.05	(8.83)
5) Total Comprehensive Income for the year	974.07	446.72	541.41	524.81
6) Net Profit/(Loss) after tax Attributable to :
a) Owner of the Company	808.75	555.65	528.36	533.64
b) Non-Controlling Interest	132.74	98.41	-	-
7) Total Comprehensive Income/(Loss) for the year attributable to :
a) Owners of the Company	832.67	346.83	541.41	524.81
b) Non-controlling interest	141.40	99.89	-	-

In accordance with the approval of the Board in Board Meeting dated July 28, 2025 and pursuant to call money received from the shareholders for first and final call cum forfeiture Notice, the Company had converted 39,79,917 partly paid equity shares of face value of Rs. 10/- each (Rs. 2.50 paid-up) to fully paid-up equity shares and also forfeited 2,61,404 partly paid Equity shares for non-payment of call money on first and final call.

During the year, M/s MITCON Sun Power Limited (hereinafter referred to as "MSPL"), a Material Subsidiary of the

Company has sold its stake in its Subsidiary M/s MITCON Impact Asset Management Private Limited (hereinafter referred to as "MIAMPL") to Vaultustech Private Limited who shall hold 23%.

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2. Changes in Capital Structure & Utilisation of Rights Issue Proceeds

In accordance with the approval of the Board in Board Meeting dated July 28, 2025 and pursuant to call money received from the shareholders for first and final call cum forfeiture Notice, the Company had converted 39,79,917 partly paid equity shares of face value of Rs. 10/- each (Rs. 2.50 paid-up) to fully paid-up equity shares and also forfeited 2,61,404 partly paid Equity shares for non-payment of call money on first and final call. Consequently, the Paid-up Share Capital of the Company as at March 31, 2026 increased to Rs. 17,41,84,180 comprising of 1,74,18,418 Equity Shares of Rs. 10/- each. Amount received on account of 2,61,404 partly paid shares was transferred to Forfeiture Capital Reserve forming part of Reserve and Surplus.

As at March 31, 2026, entire Rights Issue Proceeds of Rs. 3074.40 Lakhs (after reducing unpaid Call Money of Rs. 149 Lakhs) stands utilized as per terms of Letter of Offer for the Rights Issue as mentioned in Note No. 57 to the Standalone Financial Statement forming part of this Annual Report.

3. Material changes and commitment affecting the financial position:

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 the following and those mentioned in this report:

1. Incorporation of Step Down Subsidiary The Company has incorporated MITCON Power Trading Limited, Wholly Owned Subsidiary of MITCON Sun Power Limited, which is Wholly Owned Subsidiary of MITCON Consultancy and Engineering Services Limited on June 19, 2026.

2. Incorporation of Step Down Subsidiary The Company has incorporated MITCON Credentia Repository Services Limited, Wholly Owned Subsidiary of MITCON Credentia Trusteeship Services Limited, which is a subsidiary of MITCON Consultancy and Engineering Services Limited on June 19, 2026.

3. Incorporation of Step Down Subsidiary The Company has incorporated MITCON Credentia Corporate Support Services Limited, Wholly Owned Subsidiary of MITCON Credentia Trusteeship Services Limited, which is a subsidiary of MITCON Consultancy and Engineering Services Limited on July 09, 2026.

There was no change in the nature of business during the year.

4. Operations and State of Companys Affairs:

The Standalone operations of the Company during the year under review resulted in Operating Revenue of Rs. 6012.05 and Net Profit before Tax of Rs.713.38 as against Operating Revenue of Rs. 5119.62 and Net Profit before tax of Rs. 814.05 during previous year.

On Consolidated basis, your Companys Operating Revenue and Net Profit before tax for the year under review was Rs.

12,566.84 and Rs. 1257.90 respectively as against Operating revenue of Rs. 11,271.19 and Net Profit before of Rs. 909.75 during previous year.

5. Dividend and Reserves - Dividend

As per the Dividend Distribution Policy adopted by the Company, your Board regret their inability to recommend any dividend for the Financial Year 2025-26. 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 and the profit continues to be in Retained Earning. During the year under review, an amount of Rs. 49.67 Lakhs lying in the Paid-up Share Capital was transferred to Forfeiture Capital Reserve, consequent to forfeiture of 2,61,404 partly paid-up shares due to non-receipt of First and Final Call Money.

6. Directors

- As at March 31, 2026, your Companys Board of Directors comprised of 8 (Eight) Directors including 2 (Two) Non-Executive Directors (25%), 1 (one) Executive Director (12.5%) and 5 (Five) Independent Directors (62.5%) including 2 (Two) Women Independent Directors. The details pertaining to the composition, terms of reference, and other details of the Board of Directors of your Company are 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 Section 152 of the Companies Act, 2013, Mr. Ajay Agarwal (DIN: 00200167), retires by rotation at the ensuing Annual General Meeting and being eligible had offered himself for re-appointment. Your Board recommends re-appointment of Mr. Ajay Agarwal (DIN: 00200167) at the ensuing Annual General Meeting.

- During the year under review, Shareholders of the Company had vide Special Resolution passed via Postal Ballot on April 30, 2025 approved appointment of Mr. Manjunath Jyothinagara (DIN 01629847) as Independent Director for a term of three (03) consecutive years, with effect from February 05, 2025. - General Notice of Disclosure of Interest pursuant to Section 184 (1) of the Companies Act, 2013 disclosing interest in other bodies corporate/ firms along with declaration under Section 164(1) and 164 (2) of the Companies Act, 2013 were received from all the Directors of the Company and none of the Directors are disqualified. - All Independent Directors have given declarations under Section 149(6) that they meet the criteria of Independence as laid down under Section 149(7) of the Companies Act, 2013 along with the rules framed thereunder and Regulation 16 of SEBI (LODR) Regulations and have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During Financial Year 2026-27 Mr. Manjunath Jyothinagara and Mr. Sanjay Phadke resigned as Independent Director with effect from April 29, 2026. Mr. Sanjay Phadke was thereafter appointed as Non-Executive Non-Independent Director with effect from April 29, 2026.

(i) re-appointment of Mr. Anand Chalwade as Managing Director for a further period of five (5) years with effect from July 1, 2026;

(ii) appointment of Mr. Sanjay Ballal Phadke as Non-Executive Director with effect from April 29, 2026; and

(iii) appointment of Dr. Prakash Vaidya as Independent Director, not liable to retire by rotation, for a period of three (3) years with effect from April 29, 2026.

7. Performance Evaluation

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated. The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees of the Board and the individual Members of the Board (including the

Chairperson) that includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its Committees and the individual Members of the Board (including the Chairperson), has been designed in accordance with the said framework and covering various aspects of the performance of the Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

During the year under review, as per Schedule IV of the Companies Act, 2013, Independent Directors met on March 31, 2026 to evaluate performance of Non-Executive Directors, Board and Board Committee and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

8. A statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

Subject to the provisions contained in sub-section (5) of section 149, an independent director may be selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as Independent Directors, maintained by anybody, institute or association, as may be notified by the Central Government, having expertise in creation and maintenance of such data bank and put on their website for the use by the company making the appointment of such Directors.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read with the Rules made thereunder and are independent of the Management.

9. 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 of significance. The schedule of the meetings is circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through Circular Resolution.

During the year under review, the Board of Directors met Five (5) times. The details pertaining to the Board meetings held during the Financial Year 2025-26 along with particulars of attendance of Directors at the Meetings are given in the

Report on Corporate Governance 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 the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulations, your Board of Directors has duly constituted an 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 the meetings thereof held during the Financial Year 2025-26 along with attendance of the Committee Members therein are given in the Report on Corporate Governance forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to time during the year under Report.

Nomination and Remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, your Board had duly constituted 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 the Financial Year 2025-26 along with attendance of the Committee Members therein and the Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are given in the Report on 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 CSR 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 Board of the Company. Therefore, the CSR Committee of the Company was dissolved in FY 2023-24 and all the powers of CSR Committee have been discharged by the Board of Directors of the Company. 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 2025-26 is annexed hereto as Annexure "F."

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations, your Board had duly constituted 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.

The details including the composition and terms of reference of the Stakeholders Relationship Committee and the meetings thereof held during the Financial Year 2025-26 along with attendance of the Committee Members therein are given in the Report on Corporate Governance forming part of this Annual Report.

Your Company believes that in todays day and age, the definition of the stakeholders must be extended beyond what is traditionally considered as stakeholders. Accordingly, your Company has decided to adopt a broader definition of stakeholders to explicitly include thesociety, customers, partners, our employees, the shareholders, vendors and even the environment.

10. 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 2025-26:

Number of complaints pending as on the beginning of the financial year:	Nil
Number of complaints of sexual harassment received in the year;:	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	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/

11. 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

There were no appointments/ resignations of the Key Managerial Personnel during the year under review.

12. Companys Policies

The Company has all the policies as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees. The policies pertaining to the Code of Conduct for Employees, Senior Management Team and Directors, Harassment free policy as required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, policy on Insider Trading as required under SEBI Prohibition of Insider Trading Regulations, 2015, Whistle Blower Policy etc. have been uploaded on the website of the Company https://www.mitconindia.com/policies/

13. Auditors

Statutory Auditor

The Members of your Company at the 42^nd Annual General Meeting (AGM) held on September 27, 2024, 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 47^th AGM to be held in the year 2029.

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.

In compliance with Circular No. NF-25013/3/2025 dated January 7, 2026 issued by National Financial Reporting Authority (NFRA), the Board of Directors of the Company has identified Those Charged with Governance and adopted Communication Protocol and Standard Operating Procedure in connection with Statutory Audit of the Company.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013, M/s. Mamta Binani and Associates, Practicing Company Secretaries was appointed as the Secretarial Auditors of your Company to hold such office for a period of 5 (Five) years i.e. up to the conclusion of the 48^th AGM to be held in the year 2030.

Accordingly, the Secretarial Auditor has given the report, which is annexed hereto as Annexure E.

Further, the Secretarial Audit Reports of material subsidiaries viz. M/s MITCON Credentia Trusteeship Services Limited, M/s Shrikhande Consultants Limited, M/s Krishna Windfarms Developers Private Limited and MITCON Sun Power 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 the 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.

14. 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.

15. Deposits

During the year under review, the Company has neither accepted nor renewed any Deposit falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules,

2014. There was no outstanding deposit at the beginning and end of the year. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

The company has not accepted any deposits from public during the year.

(a) accepted during the year	Nil
(b) remained unpaid or unclaimed as at the end of the year	Nil
(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-	Nil
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year;
(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act;

16. Related Party Transactions

All transactions entered into by the Company with Related Parties during the year under review were on arms length terms 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 and reviewed and amended during the year 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, the Company had entered into material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015, which was approved by shareholders in the Annual General Meeting held on September 26, 2025.

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 H and the same form an integral part of this report.

17. 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

18. Employee Stock Option Plan

The Companys ESOP Scheme has been implemented in accordance with Special Resolution passed by the shareholders on September 22, 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/

19. 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.

20. 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 2025-26 forms an integral part of this Annual Report as Annexure A.

21. 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.

Our company has adopted the BRSR voluntarily to increase transparency practices and priorities of the Company. The BRSR disclosures form a part of Annual Report as Annexure D.

The ESG form a part of Annual Report as Annexure C.

On the social front, our emphasis is on the development of people, through energy transition, reducing the carbon footprint, paperless office initiatives, delivering technology for good and energizing the communities we work in.

22. Risk Management

The Board of Directors of the Company has delegated the responsibility to frame, implement and monitor the risk management plan for the Company to the Audit Committee. The 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.

23. 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 updated policy on its website at https://www.mitconindia.com/policies

24. Secretarial Standards

The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI) as notified by Ministry of Corporate Affairs

25. Information Security

Your Company maintains a matured Information Security Management System with Policies, Processes and Controls to minimize the Cyber Exposer Risks. The governance and management of security compliance and risk is reviewed periodically.

Your Companys internal team has taken a holistic and comprehensive approach to address the need of securing the employees laptops, their smartphones, the corporate network and the confidential data through VPN Connections against inadvertent and malicious attacks, including the customer-specific security requirements. Specific steps include allocation of laptops to every employee, installation of disk encryption and next generation antivirus solution, enhanced data leakage prevention solutions covering laptops and cloud assets, implementation of Multi Factor Authentication and security controls on personal smartphones.

The team has also provisioned critical data backup, improved incoming email scanning and enhanced the security and network monitoring solutions. Periodic external security assessments and proactive security drills help us stay vigilant to security threats. Mandatory annual employee awareness training to reinforce the security imperatives is key to keeping your Company safe. Vulnerability Penetration Test implemented in the company for ensuring potential vulnerabilities in the IT system of the Company which helps to detect and exploit weaknesses in your system and to map network/data security.

26. Subsidiary Companies, Associate Companies and Joint Ventures

As at March 31, 2026, you Company had nineteen (19) Subsidiaries (including Step Down Subsidiaries) and four (4) Associate Companies. During the year under review, your Company established two (2) Wholly Owned Subsidiaries viz. MITCON Water Limited on September 05, 2025 and MITCON Soil Health Limited on September 09, 2025 and acquired stake in two (2) Associate entities viz. MINVEN Solar 02 Private Limited (49%) and MINVEN Solar 03 Private Limited (49%). M/s MITCON Sun Power Limited (hereinafter referred to as "MSPL"), a Material Subsidiary of the Company has sold its stake in its Subsidiary M/s MITCON Impact Asset Management Private Limited (hereinafter referred to as "MIAMPL") to

Vaultustech Private Limited who shall hold 23%.

During the year there was no acquisition or divestment other than those mentioned above.

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 Shrikhande Consultants Limited, M/s Krishna Windfarms Developers Private Limited and MITCON Sun Power Limited are the material subsidiaries of your Company. M/s MITCON Credentia Trusteeship Services Limited has ceased to be material Subsidiary of your Company with effect from April 01, 2026.

During FY 2026-27, your Company established three (3) Step Down Wholly Owned Subsidiaries viz. (i) MITCON Power Trading Limited, as Wholly Owned Subsidiary of MITCON Sun Power Limited, on June 19, 2026; (ii) MITCON Credentia Repository Services Limited, as Wholly Owned Subsidiary of MITCON Credentia Trusteeship Services Limited on June 19, 2026; and (iii) MITCON Credentia Corporate Support Services Limited, as Wholly Owned Subsidiary of MITCON Credentia Trusteeship Services Limited on July 09, 2026.

27. Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format (MGT-7) for the Financial Year 2025-26 is available at https://www.mitconindia.com/financials-and-regulatory-filings/annual-report-and-annual-return/

28. 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 application or proceedings initiated by or against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

29. Conservation of Energy and Technology Absorption

The details of initiatives undertaken under following, wherever applicable is mentioned below:

(A) Conservation of energy:

i. the steps taken or impact on conservation of energy	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
ii. the steps taken by the company for utilizing alternate sources of energy	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
iii. the capital investment on energy conservation equipments	greatest opportunities towards sustainability. Your Company reduced carbon footprints by taking energy conservation measures. Thanks to the reduced travel, both because of video conferences and used public transportation, the carbon footprint this year is lower. Your Company continues to take various measures on energy saving and sustainability as follows:

(B) Technology absorption:

i.the efforts made towards technology absorption
ii. the benefits derived like product improvement, cost reduction, product development or import substitution
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. the details of technology imported	Not applicable
b. the year of import
c. whether the technology been fully absorbed
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. the expenditure incurred on Research and Development

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. Thanks to the reduced travel, both because of video conferences and used public transportation, the carbon footprint this year is lower. Your Company continues to take various measures on energy saving and sustainability as follows:

Energy Efficiency Activities:

MITCON 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: - Usage of Renewable energy for self-use, installed rooftop solar of total 70kWp of capacity at head office and agriculture office complex, which generated 81,926 kWh of electricity, avoiding 52 tCO2 emissions for FY 2025-26.

- Installation of Electric Vehicle charger of 30 kW single gun, in parking area of Head 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, actually practiced. - 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 2025-26 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 our entire Organization - Reducing Operation and maintenance costs

30. Foreign Exchange Earnings & Outgo

As detailed in the Note No. 51 to the Standalone Financial statements forming part of the Annual report, the Foreign Exchange Earning and Outgo during the year ended March 31, 2026 was as under:

Foreign Exchange Earnings	Rs. 80.39 Lakhs
Foreign Exchange Outgo	Rs. 23.08 Lakhs

31. 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.

32. Directors Responsibility Statement

In compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act, your Directors in connection with the Financial Statements for the year ended March 31, 2026 state that:

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

ii. 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, 2026 and of the profit of your Company for that year.

iii. 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;

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

vi. 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.

33. A statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act,

1961.

In alignment with the recent notification issued by the Ministry of Corporate Affairs (MCA) and in keeping with the principles of good corporate governance, your Company reaffirms its commitment to full compliance with the provisions of the Maternity Benefit Act, 1961. The Company recognizes the significance of supporting its female employees and ensures adherence to all applicable statutory requirements under the Act. Irrespective of the number of female employees, the Company remains dedicated to upholding the law and providing all mandated benefits as prescribed.

34. Details of Number of employees as on the closure of financial year:

Sr. No.	Particulars	No of Employees
1.	Female	69
2.	Male	207
3.	Transgender	Nil

35. 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 the Auditors, Consultants, Central and State Governments, Banks, Financial Institutions, Business Associates, Customers, Distributors, Suppliers, Vendors, Investors, Analysts, Medical Professionals 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.