Directors Report of Constronics Infra Ltd.

Mar 31, 2025

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

1. FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)
Particulars	=2024-2025	H2023-2024
Sales and Operating Revenues	5,097.45	77.25
Other Income	153.88	48.97
Total Revenue	5,251.34	126.22
Profit /(Loss) before Tax	437.46	77.16
Less: Tax Expenses
1. Current Tax	119.38	-
2. Tax expense relating to previous years	13.53
3. Deferred tax	(8.63)	5.51
Profit /(Loss) after Tax	313.18	71.65

2. OPERATIONAL OVERVIEW:

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

3. DIVIDEND:

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

4. RESERVES:

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

5. SHARE CAPITAL:

During the period ended 31^st March 2025, paid up Share capital of the company stood at Rs. 1,252.90 Lakhs. Your Company has allotted 53,20,000 Equity shares on preferential basis to the public category on 15^th May 2024 at Rs. 50 each

aggregating to Rs. 26.60 Crores pursuant to the approval of the members sought vide Postal Ballot process on 30^th April 2024.

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

During the year, the company has not alloted any

â¢ Sweat Equity Shares or

â¢ Shares with Differential Rights or

â¢ Employee Stock Option Scheme or

â¢ Buy Back any of its shares.

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

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

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

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

8. DEPOSITS:

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

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

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

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

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

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

11. SHIFTING OF REGISTERED OFFICE:

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

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

> Appointments:

During the year, your directors has approved the following appointments

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

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

> Reappointments:

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

> Resignations:

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

> Independent Directors

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

13. BOARD MEETINGS:

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

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

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

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

14. COMMITTEES OF THE BOARD:

a) Audit Committee

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

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

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

b) Nomination and Remuneration Committee

Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

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

c) Stake Holders Relationship Committee:

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

15. CORPORATE GOVERNANCE

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

16. AUDITORS:

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

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

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

The board has appointed M/s. B. Thiagarajan & Co. (FRN: 004371S) as the statutory auditors of the company at ensuing 33^rd Annual General Meeting and to hold the

office for 5 years till the conclusion of Annual General Meeting subject to the approval of the members at the ensuing annual general meeting of the company.

Comments on Auditorsâ Report:

Reply to the qualifications made in Auditorâs report:

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

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

17. INSTANCES OF FRAUD

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

18. SECRETARIAL AUDIT

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

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

Reply to the qualifications made in Secretarial Auditorâs report:

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

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

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

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

3. Qualification: The Cash and Cash Equivalents of T708.70 lakhs presented under Current Assets in the Balance Sheet include an amount of T5.87 lakhs seized by an Investigating Agency in connection with an investigation unrelated to the business operations of the Company. The Company has not made any provision for this seized amount during the current financial year.

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

19. INTERNAL AUDIT:

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The

Companies (Accounts) Rules, 2014 and all other applicable provisions (including any

statutory amendment thereto) if any on the Companies Act, 2013 M/s. GNST &

Associates, Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for the Financial Year 2024-25.

20. EXTRACTS OF THE ANNUAL RETURN:

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

21. RELATED PARTY TRANSACTIONS:

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

22. PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

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

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

A.	CONSERVATION OF ENERGY:
	Steps taken for conservation	NIL
	Steps taken for utilizing alternate sources of energy
	Capital investment on energy conservation equipment
B.	TECHNOLOGY ABSORPTION:
	Efforts made for technology absorption	NIL
	Benefits derived
	Expenditure on Research & Development, if any
	Details of technology imported, if any
	Year of import
	Whether imported technology fully absorbed
	Areas where absorption of imported technology has not taken place, if any
C.	FOREIGN EXCHANGE EARNINGS AND OUTGO: Total Foreign exchange earned: NIL Total Foreign exchange outgo NIL

24. MANAGEMENT DISCUSSION & ANALYSIS:

A Management Discussion & Analysis as required under the SEBI, LODR is annexed and forming part of the Directors'' Report in âANNEXURE Dâ.

25. PARTICULARS OF EMPLOYEES:

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

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

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

27. MAINTENANCE OF COST RECORDS:

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

28. ANNUAL EVALUATION BY THE BOARD:

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

a) Attendance of Board Meetings and Board Committee Meetings;

b) Quality of contribution to Board deliberations;

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

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

e) Commitment to shareholder and other stakeholder interests.

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

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

29. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

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

30. LISTING WITH STOCK EXCHANGE

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

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

32. VIGIL MECHANISM:

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

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

33. DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

2) the directors had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2025 and profit or Loss of the Company for the year ended 31^st March 2025.

3) the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

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

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

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

34. APPLICATION OR PROCEEDINGS UNDER INSOLVENCYAND BANKRUPTCYCODE, 2016

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

35. 33^rd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

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

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

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

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

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

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

38. INVESTOR EDUCATION AND PROTECTION FUND:

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

39. COMPLIANCE WITH SECRETARIAL STANDARDS

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

40. FINES PENALTIES LEVIED BY STOCK EXCHANGES

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

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

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

42. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

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

43. ACKNOWLEDGEMENT:

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

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

Mar 31, 2024

Your directors take pleasure in presenting the 32^nd Annual Report and that of the Auditorsâ together with the audited Balance Sheet as at 31^st March 2024 and the Profit/ Loss Account for the year ended on that date.

FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)

Particulars	2023-2024	2022-2023
Sales and Operating Revenues	77.25	82.08
Other Income	48.97	2.81
Total Revenue	126.22	84.89
Profit /(Loss) before Tax	77.16	9.49
Less: Tax Expenses
1. Current Tax	-	-
2. MAT credit	-	1.39
3. Deferred tax	5.51	2.43
Profit /(Loss) after Tax	71.65	5.66

OPERATIONAL OVERVIEW:

During the year, the Company has engaged in the business of trading in Construction and Building Materials such as Blue Metals, M-Sand, Crushed Stone and other allied products. the Company has achieved total operating revenue of Rs. 77.25 Lakhs against Rs. 82.08 Lakhs in previous year. Your company records a net Profit of Rs. 71.65 Lakhs against a net Profit of Rs. 5.66 Lakhs in previous year. The Board of Directors believes that the company will continue in the path of growth.

DIVIDEND:

Your directors do not recommend any dividend for the financial year 2023-24.

RESERVES:

The Company has not transferred any amount to the General reserve account. The reserves as at the end of the year March 31, 2024 is Rs. -624.39 Lakhs as against the total reserves of Rs. -696.04 Lakhs as at March 31, 2023.

SHARE CAPITAL:

During the period ended 31^st March 2024, paid up Share capital of the company stood at Rs. 720.90 Lakhs. Your Company has made an issue of 63,20,000 Equity shares on preferential basis to the public category pursuant to the approval of the members sought vide Postal Ballot process on 02^nd May 2024. Subsequently allotted 53,20,000 Equity shares to the allottees as on 15^th May 2024. However, your company has not engaged in any issue of

â¢ Sweat Equity Shares or

â¢ Shares with Differential Rights or

â¢ Employee Stock Option Scheme or

â¢ Buy Back any of its shares.

STATE OF COMPANYâS AFFAIR & CHANGE IN THE NATURE OF BUSINESS:

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

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:

Your Company has no Subsidiary/ Associate / Joint Venture Companies as on March 31, 2024.

DEPOSITS:

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

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

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

SHIFTING OF REGISTERED OFFICE:

Your directors have approved to shift the registered office of the Company within the city limits from No. 3/2 Third Floor, Narasimmapuram, Sai Baba Colony, Mylapore, Chennai â 600004 to No.77, 2^nd Floor, Chamiers Road, Alwarpet, Chennai 600028 with effect from 01^st March 2024.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

^ Appointments:

During the year, your directors has approved the following appointments

â¢ Mr. Brough Nagar David Yesaian, (DIN: 10175958), has been appointed as Additional Director (Nonexecutive â Independent) of the company in the Board meeting held in 25^th May 2023, subsequently has been regularized 31^st in the Annual General meeting held on 18^th July 2023 of the company as the Director of the company.

â¢ Mr.Rishab Kothari has been appointed as Company Secretary & compliance officer of the company in the Board meeting held in 30^th December, 2023.

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

^ Reappointments:

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

^ Resignations:

â¢ Mr. Kapilkumar, Independent Director of the Company has resigned with effect from 31^st March 2023.

â¢ Mr. Panchalingam Muthukumar, Company Secretary & Compliance officer and Chief Financial officer of the company has resigned with effect from 19^th July 2023.

BOARD MEETINGS:

During the year, nine (9) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Companies Act, 2013. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming part of this Annual Report

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

COMMITTEES OF THE BOARD:

a) Audit Committee

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

During the year, four (04) meetings of the Committee were held, the details along with the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

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

b) Nomination and Remuneration Committee

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

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

c) Stake Holders Relationship Committee:

CORPORATE GOVERNANCE

AUDITORS:

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

as the Statutory auditors of the company to fill the casual vacancy and to hold the office from the conclusion of 32^nd Annual General Meeting and till the conclusion of 33^rd Annual general meeting.

Comments on Auditorsâ Report:

Reply to the qualifications made in Auditorâs report:

1. Qualification: Note no. 7 to the standalone financial results the cash balance of Rs.7.45 Lakhs shown under the Current Assets in the Balance Sheet includes Rs.5.87 Lakhs being the amount seized by an Investigating Agency relating to investigation not pertaining to company''s business activity. Had the provision of the Rs. 5.87 Lakhs made during the year ended 31^st March 2024 the profit would have reduced to Rs. 65.78 lakhs instead of profit of Rs. 71.65 Lakhs as appearing is the standalone financial results

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

Instances of fraud

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

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Mr. S.S. Vignesh, Practicing Company Secretary, Madurai as secretarial auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report attached as âAnnexure â Bâ with this report.

Reply to the qualifications made in Secretarial Auditorâs report:

1. Qualification: The Company has received unsecured loan from the related party such as Mis. PHLP Computers Technologies Private Limited and Mis. TV/SHA Capital Investments Consultancy Private Limited which share the Common directors. During the year 2023-24, the unsecured loan from Mis. PHLP Computers Technologies Private Limited amounts to Rs.26,65,4481- and Mis. TV/SHA Capital Investments Consultancy Private Limited amounts to Rs.22,06,5441- has been written off by the company which was approved vide Board resolution dated 01 .03.2024. Hence the total outstanding amount as on the 31.03.2024 is NIL. The said written off amount is included in other non-operating income under Profit and Loss A/C.

Boardâs Reply: The qualification made by the auditor is self-explanatory.

2. Qualification: During the year under review, the Company has been imposed fine for non-compliance with certain provisions of SEBI (LODR) Regulations, 2015 that the Company has submitted the quarterly report for the quarter ended 30th September 2023 lately with the Exchange (Ref: SEBI/HO/CFD/POD2/CIRIP/20231120 dated July 11, 2023). The due date of Compliance was 1411112023 and the actual date of compliance was

2711112023. Hence the stock exchange levied a outstanding fine amount of Rs.70,800 including 18% GST as on 0110112024. The Company has made the payment of the above mentioned fine vide UTR No. 706693194791 Dt.31.01.2024.

Boardâs Reply: The error has been committed erroneously. Your directors are highly keen in this regard to avoid these errors infuture.

3. Qualification: During the year under review, the Company has been imposed fine for non-compliance with certain provisions of SEBI (LODR) Regulations, 2015 that the Company has not appointed the Company secretary

for the company under Regulation 6(1) (Ref: SEBl/HOICFD/PoD2/CIRIP/2023/120 dated July 11, 2023). The due date of Compliance was 1811012023 and the actual date of compliance was 3011212023. Hence the stock exchange levied a fine of Rs.86, 140 including 18% GST for quarter ended December 2023 of noncompliance The Company has made the payment of the above mentioned fine vide UTR No.710223552525 Dt.12.03.2024.

Boardâs Reply: Your company was in search of right candidate to meet the size and requirements and expectation of the company. Your directors have appointed Mr. Rishab Kothari as Company Secretary & Compliance Officer of the Company in their meeting held on 30^th December, 2023.

4. Qualification: The company has made the payment of Rs.15,2901- as an interest for late payment of TDS with Income tax authorities during the financial year 2023-24.

Boardâs Reply: The delay was committed erroneously. Your directors are highly keen in this regard to avoid this remittance of statutory dues to the Government infuture.

EXTRACTS OF THE ANNUAL RETURN:

As per the requirements of Section 92(3) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), the copy of the Annual Return in the prescribed Form MGT-7 for the financial year ended March 31, 2023 is placed on the companyâs website www.constronicsinfra.com.

RELATED PARTY TRANSACTIONS:

PARTICULARS OF LOANS & INVESTMENTS BY COMPANY

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

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

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION:

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign exchange earned: NIL Total Foreign exchange outgo NIL

MANAGEMENT DISCUSSION & ANALYSIS:

A Management Discussion & Analysis as required under the SEBI, LODR is annexed and forming part of the Directors'' Report in âANNEXURE Dâ.

PARTICULARS OF EMPLOYEES:

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

The statement containing such particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Company in this regard

MANAGERIAL REMUNERATION RECEIVED FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY

During the year, the company does not have holding or subsidiary company.

MAINTENANCE OF COST RECORDS:

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

ANNUAL EVALUATION BY THE BOARD:

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

a) Attendance of Board Meetings and Board Committee Meetings;

b) Quality of contribution to Board deliberations;

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

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

e) Commitment to shareholder and other stakeholder interests.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

LISTING WITH STOCK EXCHANGE

The shares of your Company continued to be listed at Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

VIGIL MECHANISM:

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

DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

2) the directors had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2023 and of the Loss of the Company for the year ended 31^stMarch 2023.

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

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

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

APPLICATION UNDER INSOLVENCYAND BANKRUPTCYCODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year.

32^nd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

Pursuant to the General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CFD-PoD- 2/P/ CIR/2023/167 dated October 7, 2023 issued by SEBI, your Company made arrangement to conduct 32^nd AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 32^nd AGM. Also, your Company will be complying with said Circulars by sending 32^nd Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.

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

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

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

During the year under review no complaints have been received under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

INVESTOR EDUCATION AND PROTECTION FUND:

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

ACKNOWLEDGEMENT:

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

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

On Behalf of the Board For CONSTRONICS INFRA LIMITED

K. Sureshkumaar R.Sundararaghavan

Place: Chennai Director Managing Director

Date: 13/08/2024 DIN: 08547720 DIN: 01197824

Mar 31, 2015

Dear Members,

Your Directors take pleasure in presenting the Twenty Third Annual Report and that of the Auditors' together with the audited Balance Sheet as at 31st March 2015 and the Profit/ Loss Account for the year ended on that date.

FINANCIAL PERFORMANCE

Particulars Amount in Rs.

2014-2015 2013-2014

Total Income -- --

Total Expenses 8,64,650 6,03,359

Profit /(Loss) before Tax (8,64,650) (6,03,359)

Less: Tax Expenses -- --

Prf /(Loss) after Depreciation (8,64,650) (6,03,359) and Tax

FUTURE PROSPECTS

In order to revive the Company, your Board of Directors made a proposal to acquire 100% stakes of M/S. COREM PHARMA PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956 having its registered office at 07/D/730/2/SF, D.NO.305, 3rd Floor, SRR Arcade, Trimulgherry, Secunderabad, Telangana - 500015 subject to feasibility. But, the proposal was cancelled by the Board of Directors of the Company due to its non-feasibility. Your Board of Directors are now looking for prospects to revive the Company with a new business plan.

DIVIDEND:

In view of loss, your directors are unable to recommend any dividend for the year.

RELATED PARTY TRANSACTIONS:

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

RESERVES:

The Company has not transferred any amount to the General reserve account.

SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. The Authorised Capital and the Paid-Up Capital remained the same as previous year

AUDITORS:

M/s. P.B. Vijayaraghavan & Co., Chartered Accountants, Chennai (FRN: 004721S), were appointed as Statutory Auditors of the company in the 22nd Annual General Meeting of the Company held on 30.09.2014 until the conclusion of ensuing Annual General Meeting. The Directors recommend appointing M/s. P.B. Vijayaraghavan & Co., Chartered Accountants as Statutory Auditors, to carry out the audit for the financial year 2015-2016. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and rules framed there under for their appointment as Statutory Auditors of the Company. The necessary resolution is being placed before the shareholders for approval.

COMMENTS ON AUDITORS' REPORT:

With regard to loan to Director, Your Management is taking necessary steps to comply with the provisions of the Act.

With respect to remarks relating to accumulated losses, your management is evaluating new business proposals and confident of wiping of accumulated losses and earn profits in the years to come. Other remarks made by the Statutory Auditors of the Company in their report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has appointed Shri. Balu Sridhar, Practicing Company Secretary as secretarial auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report attached with this report as Annexure - A.

Reply to the qualifications made in Secretarial Auditor's report:

The Company has not appointed a Company Secretary and Chief Financial Officer as required under the first proviso of sub-section 1 of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company is in the process of identifying suitable candidate for the designation of Company Secretary and Chief Financial Officer and has taken necessary steps for the same.

The Chairman of the Board being an Executive Director, the requirement of one half of the Board consisting of Independent Directors is not in compliance with Clause 49 of the Listing Agreement.

The Company is taking necessary steps to comply with the provisions of the Act and Listing Agreement.

The Company has granted loan to Mr. Sathish Kumar, Director of the Company under Section 295 of the Companies Act, 1956, without obtaining prior approval from Central Government. As per Section 185 of the Companies Act, 2013 the outstanding loan amount as on 31.03.2015 is Rs. 70,47,151/-.

The Company is taking necessary steps to comply with the provisions of the Act.

Mr. R. Sundararaghavan, Managing Director of the Company is the Chairman of the Stakeholders Relationship Committee, which is not in compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board noted the same and accordingly will take necessary steps to comply with the provisions of the Act.

DEPOSITS:

The Company has not accepted any deposits during the period under review as envisaged under Section 73, 74 & 76 of the Companies Act, 2013

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not provided loans and guarantees and nor made investments pursuant to Section 186 of the Companies Act, 2013 during the year ended review.

RELATED PARTY TRANSACTIONS:

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

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises of Five Directors out of which two are Independent Directors, one Managing Director and two Non-executive Directors. As per Section 149 of the Companies Act,

2013 the Company needs to have atleast two Independent Directors and One Woman Director. Accordingly Mr. Naveen Lakshmanan and Mr. Sekar Somasundaram were appointed as Independent Directors of the Company in the 22nd Annual General Meeting of the Company held on 30th September, 2014 for a period of 2 years.

Appointment / Re-Appointment:

In order to comply with provisions of Section 149 and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 23rd March, 2015 and based on the recommendation of the

Nomination and Remuneration Committee, appointed Ms. Swapna Sundararaghavan as Woman Director of the Company with effect from 23rd March, 2015.

We seek your approval for appointment & re-appointment of Smt. Swapna Sundararaghavan as Director of the Company.

Mr. R. Sundararaghavan, Managing Director, retires by rotation and being eligible, offers himself for reappointment. Your Board recommends his continuation.

Key Managerial Personnel:

In order to comply with the provisions of Section 203 of Companies Act, Shri. R. Sundararaghavan, Managing Director of the Company was designated as Key Managerial Personnel.

BOARD MEETINGS:

Seven Board Meetings were held during the year under review and the gap between two Board meetings were not more than 120 days.

DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:

As required under Section 149(7) all the Independent Directors of the Company have submitted their annual declaration stating that they meet the criteria of independence as stated Section 149(6) of the Companies Act, 2013.

COMMITTEES OF THE BOARD:

a) Audit Committee

Pursuant to provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the terms of reference of Audit Committee of the Board was revised in accordance with terms of reference prescribed therein. Detailed disclosure on compositions, terms of reference and meetings of the Audit Committee are furnished in the Corporate Governance Report.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and including criteria for determining qualifications, positive attributes, independence of Directors and other matters.

The terms of reference of the Committee inter alia, include the following:

* Succession planning of the Board of Directors and Senior Management Employees;

* Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

* Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

* Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

* Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

EXTRACTS OF THE ANNUAL RETURN:

The extracts of Annual Return of the Company in prescribed Form MGT - 9 for the Financial Year Ended 31st March, 2015 is attached to the report by way of Annexure - B.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future

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

No material changes and commitments were made, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration of Rs. 500,000/- or above per month and Rs. 6,000,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C.

MANAGEMENT DISCUSSION & ANALYSIS

Since the Company is not having any major activity, the question of Discussions & Analysis Report does not arise. As and when the Company resumes activity, a formal Report will be published in the Annual Report

CORPORATE GOVERNANCE

The Report on Corporate Governance and Auditors certificate on Compliance with the Code of Corporate Governance are provided and forms part of this report.

LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in Bombay Stock Exchange. The Company has paid the Listing Fees for the Financial year 2014-2015. The Company is taking necessary steps to pay the Listing Fees for the year 2015-2016.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

VIGIL MECHANISM:

In Compliance of Section 177 of Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Company has set up a Whistle Blower policy. In terms of the said policy the Directors and employees are given direct access to the Chairman of the Audit Committee to report genuine concerns or grievances. Adequate safeguards are in place against victimization of employees who availed the mechanism. The Company shall introduce Proper policy in respect of Prohibition of Sexual Harassment, in line with The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal), Act, 2013: as and when the company commences its activities.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the Internal Control Systems, the Board has laid emphasis on adequate Internal Financial Controls to ensure that the financial affairs of the Company are carried out with due diligence. These are routinely tested and certified by the Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

2) the directors had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 and of the Loss of the Company for the year ended 31st March 2015

3) the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

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

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

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

ANNUAL EVALUATION BY THE BOARD

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the Listing Agreement the Board of Directors has carried out an annual performance evaluation of the Board, its Committees, and Directors individually, is carried out as per the criteria laid down by the Nomination and Remuneration Committee.

Accordingly, as per Schedule V of Companies Act, 2013 and Clause 49 of the Listing Agreement the Independent Directors of the Company at their separate meeting evaluated the performance of non independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board.

ACKNOWLEDGEMENT:

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

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

On Behalf of the Board. For INVICTA MEDITEK LTD.

-sd- -sd- Place: Chennai R.Sundararaghavan Swapna Sundararaghavan. Date: 01.12.2015 Managing Director Director (DIN: 01197824) (DIN: 01925157)

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2014 are as under:

Particulars Rs. In Lakhs

2013-2014 2012 - 2013

Total Income 0.00 0.00

Less: Total Expenditure 6.03 6.44

Profit /(Loss) before Depreciation (6.03) (6.44) and Tax

Less: Depreciation 0.045 0.072

Less: Tax Expenses Nil Nil

Profit /(Loss) after Depreciation (6.03) (6.44)

and Tax

FUTURE PROSPECTS

Your Board of Directors is now looking at prospects where we can revive the Company with a new business plan. A Couple of proposals have been evaluated. It is anticipated that the evaluation process will be completed at the earliest and a good decision shall be taken in the interest of the Shareholders.

DEPOSITS

The Company has not accepted any public deposits.

DIVIDEND

In view of the losses incurred by the company, no dividend is recommended for the year under review.

DIRECTORS

Mr.SathishKumar,Director, retiresbyrotationandbeingeligible,offers himself for re- appointment. Your Board recommends his continuation.

Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Mr. Naveen Lakshmanan and Mr. Sekar Somasundaram, Directors of the Company are being appointed as Independent Directors for a period of two (2) consecutive years with effect from 30.09.2014.

A brief resume, expertise, shareholding in the Company and details of other Directorships of Mr. Satish Kumar, Mr. Naveen Lakshmanan and Mr. Sekar Somasundaram as stipulated in Clause 49 of the Listing agreement are mentioned in the Notice of the 22nd Annual General Meeting to the Shareholders of the Company.

In order to fulfill the requirements of Section 152(6) of the Companies Act, 2013 ("the Act") the existing terms of appointment of Mr. RajamaniRagavachariSundararaghavan, Managing Director are being varied by making him liable to retire by rotation in terms of Section 152 (6) of the Act, and all other terms and conditions of his appointment shall remain the same.

Your Board recommends the above appointments / re-appointments of Directors in the best interest of the Company.

AUDITORS

The Auditors of the company, M/s. P. B. Vijayaraghavan& Co, Chartered Accountants retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

REPLY TO AUDITORS OPNION

With regard to loan to Director, Your Management is taking necessary steps to comply with the provisions of the Act.

With respect to remarks relating to accumulated losses, your management is evaluating new business proposals and confident of wiping of accumulated losses and earn profits in the years to come. Other remarks made by the Statutory Auditors of the Company in their report are self-explanatory.

PARTICULARS OF EMPLOYEES

The Company does not have any employees covered by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING

The Company''s Equity Shares are listed at Bombay Stock Exchange and the necessary listing fees have been paid to the stock exchanges.

DEPOSITORY SYSTEM

Company''s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE COVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

MANAGEMENT DISCUSSION & ANALYSIS

Since the Company is not having any major activity, the question of Discussions & Analysis Report does not arise. As and when the Company resumes activity, a formal Report will be published in the Annual Report

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has in place, adequate internal control systems and procedures commensurate with the size and nature of our business.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

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

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

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Tamil Nadu, the Company''s Bankers and Business Associates. Your Directors also place on record the whole-hearted support received from the Shareholders.

On behalf of the Board For INVICT MEDITEKLIMITED Place: Chennai Date: 14.08.2014 -SD/- -SD/- R. Sundararaghavan (Soma.Sekar) DIN: 01197824 DIN: 06430166 Managing Director Director

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in submitting the 20th Annual Report along with audited balance sheet & Profit and Loss account for the year ended on 31st March 2012.

FINANCIAL RESULTS:

The operation and working results are as detailed hereunder;

Particulars Amount as on Amount as on 31.03.2012 31.03.2011 (in Rs. Lakhs) (in Rs. Lakhs)

Total Revenue 19.16 0.24

Less: Expenditure 24.25 9.45

Profit / (Loss) before Depreciation and Tax (5.09) (9.21)

Less: Depreciation 0.10 Nil

Less: Tax Expenses Nil Nil

Profit / (Loss) after Depreciation and Tax (5.19) (9.21)

FUTURE PROSPECTS

Your Board of Directors are now looking at prospects where we can revive the Company with a new business plan. A Couple of proposals have been evaluated. It is anticipated that the evaluation process will be completed at the earliest and a good decision shall be taken in the interest of the Shareholders.

DEPOSIT

The Company has not accepted any deposit pursuant to Section 58A of the Companies Act. 1956.

DIVIDEND

In view of the losses incurred by the company, no dividend is recommended for the year under review.

DIRECTORS

Mr.Naveen Lakshmanan and Mr. R Sundararaghavan, Directors retires by rotation and being eligible, offers themselves for re-appointment. Your Board recommends their continuation.

AUDITORS

M/s. P. B. Vijayraghavan & Co., Chartered Accountants, Chennai, have expressed willingness to continue as Statutory Auditors of the Company. They have furnished to the Company a certificate of their eligibility for re-appointment as statutory auditors, pursuant to section 224 (1B) of the Companies Act, 1956. The Board of Directors recommend to the Members to appoint them as Statutory Auditors of the Company for the current year and fix their remuneration.

REPLY TO AUDITORS REMARKS:

With respect to remarks made by the Statutory Auditors in point no.3, for sale / transfer of assets to TTK Healthcare Limited, the management wish to state that as the business was not viable, the assets were sold / transferred to TTK Healthcare Limited in the best interest of the Compnay. With regard to loan to Director, Your Management is taking necessary steps to comply with the provisions of the Act.

With respect to remarks relating to accumalted losses, iYour management is evaluating new business proposals andd confident of wiping of accumulated losses and earn profits in the years to come. Other remarks made by the Statutory Auditors of the Company in their report are self explanatory.

PARTICULARS OF EMPLOYEES

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

LISTING

The Company''s Equity Shares are listed at Bombay Stock Exchange and the necessary listing fees have been paid to the stock exchanges.

DEPOSITORY SYSTEM

Company''s Shares are under compulsory demat mode and members are requested to dematerialize their shares for operational convenience.

CORPORATE GOVERNANCE

Report on Corporate Governance along with Certificate thereon is annexed herewith and forms part of our report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is taking utmost care of the Conservation of Energy. The Company has no activity in relation to Technology absorption. The company has no foreign exchange outgo or inflow.

MANAGEMENT DISCUSSION & ANALYSIS:

Since the Company is not having any major activity the question of Discussions & Analysis Report does not arise. As and when the Company resumes activity, a formal Report will be published in the Annual Report

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place, adequate internal control systems and procedures commensurate with the size and nature of our business.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board hereby confirms:

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

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

c) that the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on going concern basis.

ACKNOWLEDGEMENT.

Your Directors wish to place on record their appreciation for the co-operation received from the employees and support received from various authorities under the Government of Tamil Nadu, the Company''s Bankers and Business Associates. Your Directors also place on record the whole-hearted support received from the Shareholders.

On behalf of the Board

For INVICTA MEDITEK LIMITED

Place: Chennai.

Date: 30.06.12 -sd-

R.Sundararaghavan

Chairman

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