Mitcon Consultancy & Engineering Services Ltd

• Transfer to Reserves

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

• Directors
• Your Company’s Board of Directors as on the Financial Year ended March 31, 2025 comprises of 8 (Eight) Directors including 2 (Two) Non-Executive Directors (25%), 1 (One) Executive Director (12.5%) and 5 (Five) Independent Directors (62.5%) including 2 (Two) Woman Independent Directors and the same is disclosed in the Report on Corporate Governance as set out separately in this Annual Report. Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees or any commission or reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
• Pursuant to Article 99 of the Articles of Association of the Company, Mr. Sudarshan Mohatta (DIN: 07902731), the Non-Executive Director, who retires by rotation and being eligible, offers himself for re- appointment. Your Board recommends re-appointment of Mr. Sudarshan Mohatta (DIN: 07902731) at the ensuing Annual General Meeting.
• Pursuant to 149, 150, 152, 161(1) and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b), 17 and 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mr. Chaitanya Chinthapalli (DIN 07986772) was re- appointed for a second term of (05) five consecutive years, with effect from October 21, 2024 to October 21, 2029.
• Mr. Pradeep Bavadekar (DIN: 00879747) resigned from the position of Non-Executive Director of the Company with effect from July 26, 2024
• Ms. Sharada Sunder (DIN: 07599164) was appointed as an Additional Independent Director of the Company, for a term of three (03) consecutive years, with effect from August 23, 2024 to August 23, 2027 and Ms. Promila Aggarwal (DIN: 10749724) was appointed as an Additional Independent Director of the Company, for a term of three (03) consecutive years, with effect from August 23, 2024 to August 23, 2027. Further Ms. Sharada Sunder and Ms. Promila Aggarwal were appointed as Independent Director for a term of three (03) consecutive years, with effect from August 23, 2024 to August 23, 2027 in Annual General Meeting held on September 27, 2024.
• Ms. Archana Lakhe (DIN: 07079209) ceased to be Independent Director of the Company with effect from February 05, 2025.
• Mr. Manjunath Jyothinagara was appointed as Additional Independent Director of the Company, for a term of three (03) consecutive years, with effect from February 05, 2025 to February 05, 2028. He was

“The Ancient Rule: Whatever is affixed to the soil belongs to the soil”

- Anglo- Saxon Law 33

further appointed as Independent Director with effect from February 05, 2025 to February 04, 2028 by Postal Ballot on April 30, 2025.

• Notice of Disclosure of General Interest pursuant to Section 184 (1) of the Companies Act, 2013 disclosing interest in other bodies corporate/ firms and declaration under Section 164(1) and 164 (2) of the Companies Act, 2013 were received from all the Directors of the Company and none of the Directors are disqualified.
• All Independent Directors have given declarations under Section 149(6) that they meet the criteria of Independence as laid down under Section 149(7) of the Companies Act, 2013 along with the rules framed thereunder and Regulation 16 of SEBI (LODR) Regulations.

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

• Board Evaluation

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated. The Nomination and Remuneration Committee (NRC) has approved a framework

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

During the year under review, Independent Directors met on January 10, 2025 to evaluate performance of Non-Executive Directors, Board and Board Committee. The evaluation process for performance during FY 2024-25 was done at the Independent Directors Meeting held on January 10, 2025.

“If the soil is destroyed, then our liberty of action and soil are gone” - W.C. Lowdermilk 34

• A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

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

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

• Board and Its Committees Board Meetings

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

During the year under review, the Board of Directors met Ten (10) times. The details pertaining to the composition, terms of reference, and other details of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2024-25 are given in the Report on Corporate Governance forming part of this Annual Report.

Committees of the Board

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

Audit Committee

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2024-25 are given in the Report on Corporate Governance forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to time during the year under Report.

Nomination and Remuneration Committee

The details including the composition and terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the Financial Year 2024-25 and the Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance forming part of this Annual Report.

The Nomination and Remuneration Policy is also available on your Company’s website at

Corporate Social Responsibility Committee

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

Report on CSR activities of your Company under the provisions of the Act during the Financial Year 2024- 25 is annexed hereto as Annexure “F.”

Stakeholders Relationship Committee

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

The details including the composition and terms of reference of the Stakeholders Relationship Committee and the meetings thereof held during the Financial Year 2024-25 are given in the Report on Corporate Governance forming part of this Annual Report.

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

• Prevention of Sexual Harassment of Women at Workplace

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

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024- 25:

The details and Members of the Committee are displayed on the website of the Company

“Soil is not just dirt, its living, breathing entity” - Nicole Masters 37

• Key Managerial Personnel (KMP)

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

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

• Company’s Policies

• Auditors Statutory Auditor

The Members of your Company at the 42nd Annual General Meeting (AGM) held on September 27, 2024, appointed M/s. J Singh & Associates, Chartered Accountants (Firm Registration No. 110266W) as the Statutory Auditors of your Company to hold such office for a period of 5 (Five) years i.e. up to the conclusion of the 47th AGM to be held in the year 2029.

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

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

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013, CS Ashwini Bhagwat, Practicing, Company Secretaries was appointed to undertake secretarial audit of the Company for the year ended March 31, 2025.

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

“Soil is the mother of all living beings” - Antoine Lavoiser 38

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

Pursuant to the provisions of Section 204 of the Companies Act 2013, it is proposed to appoint M/s. Mamta Binani and Associates, Company Secretaries, holding valid Peer Review Certificate issued by the Institute of Company Secretaries of India as Secretarial Auditors of the Company for a term of Five (05) consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-30. A proposal seeking shareholders’ approval forms a part of the Notice of ensuing Annual General Meeting.

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

Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI LODR Regulations, 2015, all Related Party Transactions were placed before the Audit Committee for its approval. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also in ordinary course of business. During the year under review, the Company had entered into material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015 entered into by the Company with M/s MSPL Unit 6 Limited and M/s MSPL Unit 7 Limited, which was approved by shareholders in the Annual General Meeting held on September 27, 2024.

Soil is the source of life and a limited resource; it must be safeguarded- Rattan Lal 41

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

• Employees’ Remuneration

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

• Employee Stock Option Plan

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

Report of Secretarial Auditor as per Regulation 13 has been uploaded on company’s website at

• Corporate Governance

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

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

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

• Management Discussion and Analysis Report

Report on Management Discussion and Analysis Report as stipulated under the Listing Regulations and any other applicable laws for the time being in force based on audited consolidated financial statements for the Financial Year 2024-25 forms an integral part of this Annual Report as Annexure ‘A’.

• Business Responsibility and Sustainability Report (BRSR)

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

“In every crumb of fertile soil lies the legacy of millennia.” – Dr. Jessica 42

In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting (“the Committee”). The Committee recommended some disclosures to be made by companies based on ESG parameters, compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23, while disclosure is voluntary for Financial Year 2021-22. Our company has adopted the BRSR voluntarily for Financial Year 2021-22 to increase transparency practices and priorities of the Company. The BRSR disclosures form a part of Annual Report as Annexure ‘D’. The ESG form a part of Annual Report as Annexure ‘C’.

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

• Risk Management

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

• Vigil Mechanism (Whistle Blower Policy)

• Secretarial Standards

The Ministry of Corporate Affairs has notified the Secretarial Standard on Meetings of the Board of Directors (SS– 1), Secretarial Standard on General Meetings (SS–2), Secretarial Standard on Dividend (SS–3) and Secretarial Standard on Report of the Board of Directors (SS-4).

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

• Information Security

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

“Soil doesn’t belong to us; we belong to the soil.” – Indigenous Proverb 44

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

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

• Subsidiary Companies, Associate Companies and Joint Ventures

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

• MSPL Unit 6 Limited: During the year, the Company has completed formation of subsidiary in its wholly owned subsidiary company "MITCON Sun Power Limited." (MSPL) on August 31, 2024.
• MSPL Unit 7 Limited: During the year, the Company has completed formation of subsidiary in its wholly owned subsidiary company "MITCON Sun Power Limited." (MSPL) on September 10, 2024.

Apart from the above there were no acquisition or divestment during the year. Your Company is in compliance with the provsions relating to layers of Companies prescribed under Section 186 of the Act.

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

• Annual Return

of the Earth” - Leonardo da Vinci 45

• Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the Company’s going concern status and your Company’s operations in future. There were no application or proceedings initiated by or against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

• Conservation of Energy and Technology Absorption

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

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

Energy Efficiency Activities:

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

• Usage of Renewable energy for self-use, installed rooftop solar of total 70kWp of capacity at head office and agriculture office complex, which generated 81,926 kWh of electricity, avoiding 60 tCO2 emissions for FY 2024-25.

• Installation of Electric Vehicle charger of 30 kW single gun, in parking area of Head Office.
• Emphasis on Energy Conservation with an in-house team of experts: a. LEDs in place of CFLs b. Ozonators in ACs (which also disinfects the air and makes the air healthier) c. Setting optimum temp settings for ACs as a SOP d. Upgradation of ACs to better VRV technology on an ongoing basis e. Culture of ‘switching off when not in use’, actually practiced.
• Energy saving measures are taken right from design stage like double wall construction, low-e glass for facades and windows with DGUs, maximum use of natural light and ventilation, underdeck insulation, etc.
• Installed Water Efficient Low flow water taps, designed to operate at 4 lpm compared to 6/8 lpm water taps

Renewable Energy Initiatives, Water Management and Waste Management Initiatives of the Company for the FY 2024-25 are given in the Business Responsibility and Sustainability Report forming part of this Annual Report.

• Customer experience, operational excellence on Green activities
• Employees feel proud of belonging to a green company and volunteer more for green initiatives like tree plantation, tree maintenance & society awareness related to sustainability. Employees contributing regularly for Tree Plantation
• LED lighting has improved the ambience and freshness of workplace
• Better, healthy and working environment with freshness, greenery, and brighter workspaces.
• Zero Accidents till date in our entire Organization
• Reducing Operation and maintenance costs

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

There was no instance during the year attracting this provision.

• Directors’ Responsibility Statement

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

• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
• Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company as at March 31, 2025 and of the profit of your Company for that year.
• Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;
• The annual accounts have been prepared on a going concern basis;
• Your Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively.
• Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• A statement by the company with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961.

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

“Soil is the most valuable asset of any nation” - Hugh Hammond Bennett 48

• Acknowledgement and Appreciation

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

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

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

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

For and on behalf of the Board of Directors

MITCON Consultancy & Engineering Services Limited

Sd/- Sd/-

Mr. Anand Chalwade Mr. Ajay Agarwal

Managing Director Director

DIN: 02008372 DIN: 00200167

Date: 13.08.2025

Place: Pune