AGM Details

The 34th Annual General Meeting will be held on Wednesday, 30th September 2026 at 03:00 PM (IST) through Video Conferencing/Other Audio Visual Means (VC/OAVM).

Key AGM Schedule:

  • Cut Off Date for e-Voting: 23rd September 2026
  • Remote e-Voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
  • AGM e-voting Result Date: Within 2 working days from the date of AGM

Business to be Transacted

Ordinary Business:

1. To consider, approve and adopt the Audited Standalone and Consolidated Financial Statements for year ended 31st March 2026 with reports of Directors and Auditors

2. To appoint director in place of Ms. Sharmila Thirumalaisamy (DIN: 08304609) who retires by rotation and is eligible for re-appointment

Financial Performance Highlights (Standalone)

FY 2025-26 vs FY 2024-25 (Amount in ₹ Lakhs):

  • Turnover: ₹4,861.42 (Previous: ₹5,097.45)
  • Other Income: ₹177.09 (Previous: ₹153.88)
  • Total Revenue: ₹5,038.51 (Previous: ₹5,251.34)
  • Total Expenditure: ₹4,622.17 (Previous: ₹4,813.88)
  • Profit Before Tax: ₹416.34 (Previous: ₹437.46)
  • Tax Expense: ₹105.73 (Previous: ₹124.28)
  • Current Tax: ₹105.63
  • Tax expense relating to previous years: Nil (Previous: ₹13.53)
  • Deferred tax: ₹0.09 (Previous: ₹(8.63))
  • Profit After Tax: ₹310.61 (Previous: ₹313.18)

Financial Performance Highlights (Consolidated)

FY 2025-26 vs FY 2024-25 (Amount in ₹ Lakhs):

  • Total Revenue: ₹5,032.49 (Previous: ₹5,251.34)
  • Total Expenditure: ₹4,654.37 (Previous: ₹4,813.88)
  • Profit Before Tax: ₹378.13 (Previous: ₹437.46)
  • Tax Expense: ₹96.11 (Previous: ₹124.28)
  • Profit After Tax: ₹282.02 (Previous: ₹313.18)

Operational Overview

During the year, the Company engaged in trading of Construction and Building Materials such as Blue Metals, M-Sand, Crushed Stone and other allied products. The Company achieved total operating revenue of ₹4,861.42 lakhs against ₹5,097.25 lakhs in previous year.

Dividend and Reserves

No dividend recommended for financial year 2025-26. Reserves as at 31st March 2026 stood at ₹2,101.99 lakhs against ₹1,791.38 lakhs as at 31st March 2025.

Share Capital

The paid-up equity share capital as on 31st March 2026 stood at ₹1,252.90 lakhs. No equity shares were issued during the year. 30,09,899 warrants allotted on 4th November 2024 lapsed on 4th May 2026 upon expiry of stipulated exercise period of 18 months, with 25% upfront consideration forfeited.

Subsidiary Information

The Company has one wholly-owned subsidiary, Constronics Energy Solutions Private Limited, acquired on 3rd May 2025. Subsidiary financial highlights (₹ Lakhs):

  • Share Capital: ₹898.00
  • Reserves & Surplus: (₹38.21)
  • Total Assets: ₹3,218.33
  • Total Liabilities: ₹2,358.55
  • Profit/(Loss) before Tax: (₹38.21)
  • % of shareholding: 100%

Director Changes and Key Managerial Personnel

Board Changes during FY 2025-26:

  • Mr. Rajamani Ragavachari Sundara Raghavan reappointed as Managing Director for 3 years from 26th November 2025
  • Mr. Rajendren Purushothaman reappointed as Non-Executive Independent Director for 3 years from 28th September 2025
  • Mr. Kailas Asokkumar Ashon appointed as Additional Director (Non-Executive Independent) from 4th September 2025
  • Mr. Brough Nagar David Yessaian ceased as Director from 4th September 2025
  • Mr. Sivanandham Vijayakanth appointed as Chief Financial Officer from 2nd May 2025

Current Key Managerial Personnel:

  • Mr. Sivanandham Vijayakanth - Chief Financial Officer
  • Mr. Rishab Kothari - Company Secretary
  • Mr. Rajamani Ragavachari Sundara Raghavan - Managing Director

Board and Committee Meetings

  • Board Meetings: 9 meetings held during the year
  • Audit Committee Meetings: 8 meetings held during the year
  • Nomination and Remuneration Committee Meetings: 4 meetings held during the year
  • Stakeholders Relationship Committee Meetings: 2 meetings held during the year

Auditor Information

Statutory Auditors:

M/s. B. Thiagarajan & Co., Chartered Accountants (Firm Registration No. 004371S) reappointed until 38th AGM in 2030.

Secretarial Auditor:

Mr. S. S. Vignesh, Practising Company Secretary appointed for 5 years from FY 2025-26.

Internal Auditors:

M/s. GNST & Associates, Chartered Accountants appointed for FY 2025-26.

Auditor Qualifications and Company Response

Qualification on Cash and Cash Equivalents:

Cash and cash equivalents of ₹708.70 lakhs includes ₹5.87 lakhs seized by an Investigating Agency in connection with an investigation not related to business operations. Had provision been recognized, profit before tax would have reduced to ₹410.47 lakhs instead of reported ₹416.34 lakhs.

Company Response:

As proceedings are pending before Honorable High Court of Madras, directors believe case will be upheld in favour of the Company.

Regulatory Compliance and Penalties

BSE Penalty:

Company paid penalty of ₹23,600/- to BSE Limited on 11th July 2025 for delay in submission of Statement of Impact of Audit Qualifications in prescribed format for half-yearly/year ended 31st March 2025.

Previous Penalties (last three years):

  • ₹86,140/- for non-appointment of company secretary within due date (paid 12/03/2024)
  • ₹70,800/- for non-submission of financial results for quarter and half year ended 30th September 2023 (paid 30/01/2024)

Related Party Transactions

Material contracts/arrangements at arm's length basis:

  • Biggen Technologies Private Limited: Purchase of ₹0.30 lakhs

Corporate Guarantee

Company provided corporate guarantee of ₹1,900.00 lakhs in connection with term loan of subsidiary Constronics Energy Solutions Private Limited availed from State Bank of India.

Investments and Loans

  • Investment in subsidiary: ₹898.00 lakhs (equity investment)
  • Loans to subsidiary: ₹413.98 lakhs

Capital Structure and Shareholding

Equity Share Capital:

  • Authorized: 2,50,00,000 shares of ₹10 each = ₹2,500.00 lakhs
  • Issued, Subscribed and Paid-up: 1,25,29,041 shares of ₹10 each = ₹1,252.90 lakhs

Major Shareholders (>5%):

  • Vishnu vardhan: 13,31,558 shares (10.63%)
  • Arulsundaram Nithya: 15,45,049 shares (12.33%)
  • Chandra prakash: 8,49,781 shares (6.78%)
  • Jothi V: 8,05,308 shares (6.43%)
  • Santhosh murali ramaraj: 6,64,765 shares (5.31%)

Pledged Shares

Promoter pledged 10.63% of shares for SBI term loan availed by subsidiary Constronics Energy Solution Private Limited.

Important Corporate Developments

Acquisition of Subsidiary:

Company acquired 100% interest in Constronics Energy Solutions Private Limited for consideration of ₹1,00,000 through acquisition of 10,000 shares, with subsequent additional investment of ₹8,97,00,000 through acquisition of 89,70,000 shares.

Warrant Lapse:

30,09,899 warrants allotted on 4th November 2024 lapsed on 4th May 2026 upon expiry of stipulated exercise period, with 25% upfront consideration forfeited.

Pending Litigation

Income Tax Matters:

  • ₹25.18 lakhs for FY 1993-94 pending with CIT (Appeals)
  • ₹21.94 lakhs for FY 1994-95 pending with CIT (Appeals)

Internal Financial Controls

Management affirms adequacy of internal financial controls and their operating effectiveness.

Going Concern

Auditors confirm company is a going concern with no material uncertainties identified.

Other Disclosures

  • No deposits accepted during the year under review
  • No significant material orders passed by regulators/courts
  • No material changes affecting financial position between year-end and report date
  • No instances of fraud reported by auditors
  • No CSR applicability as per Section 135 of Companies Act 2013
  • No sexual harassment complaints during the year
  • No amounts pending transfer to Investor Education and Protection Fund

#Tags: #ConstronicsInfra #AGM2026 #FY2026Results #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Neutral