Constronics Infra Ltd

Your directors take pleasure in presenting the 32^nd Annual Report and that of the Auditors' 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)

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 Sweat Equity Shares or

STATE OF COMPANY'S 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:

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, 2024.

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 Company's operations.

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.

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 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

Mr. Brough Nagar David Yesaian, (DIN: 10175958), has been appointed as Additional Director (Non-executive 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.

Mr.Rishab Kothari has been appointed as Company Secretary & compliance officer of the company in the Board meeting held in 30^th December, 2023. 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 has been regularized with the approval of members sought by an postal ballot process on 30^th April 2024.

Reappointments:

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

Resignations:

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

The Company's 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, 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.

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

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:

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 stakeholder's relationship committee are given in the Corporate Governance Report which forms part of this Annual Report

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.

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 the ensuring 35^th Annual General Meeting for a term of 5 years.

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

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

Comments on Auditors' Report:

Reply to the qualifications made in Auditor's 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

Board's 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 “Annexure B” with this report.

Reply to the qualifications made in Secretarial Auditor's 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.

Board's 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.

Board's Reply: The error has been committed erroneously. Your directors are highly keen in this regard to avoid these errors in future.

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 non-compliance The Company has made the payment of the above mentioned fine vide UTR No.710223552525 Dt.12.03.2024.

Board's 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.

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

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 company's website www.constronicsinfra.com.

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.

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.

A. CONSERVATION OF ENERGY:

B. TECHNOLOGY ABSORPTION:

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 “ANNEXURE D”.

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.

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

The evaluation framework for assessing the performance of Directors comprises of the following key areas: a) Attendance of Board Meetings and Board Committee Meetings; b) Quality of contribution to Board deliberations; c) Strategic perspectives or inputs regarding future growth of Company and its performance; d) Providing perspectives and feedback going beyond information provided by the management; e) Commitment to shareholder and other stakeholder interests.

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

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

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.

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:

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 company's 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.

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^st March 2023.

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.

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.

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.