Directors Report of Konstelec Engineers Ltd.

Mar 31, 2025

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31^st March, 2025 is summarized below:

(Rs. In Lakhs except per share)

Your Directors take great pleasure in presenting the 30^th Annual Report of KONSTELEC ENGINEERS LIMITED
(âthe Companyâ), showcasing its business performance, operational achievements, and strategic initiatives, along
with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

Over the past three decades, the Company has grown into a trusted name in the industry, consistently delivering
excellence and innovation. This year reflects the Companyâs commitment to sustainable growth, technological
advancements, and fostering long-term stakeholder trust and alignment. As we review the financial and
operational progress of the past year, we also reaffirm our dedication to driving forward with resilience and
agility in an evolving business landscape.

Our journey has been shaped by a deep-rooted culture of excellence, integrity, and customer-centrality. Through
strategic investments, innovative solutions, and a forward-thinking approach, we have strengthened our market
position and expanded our capabilities. One of the most significant strides in our global expansion has been the
incorporation of a joint venture in Saudi Arabia, marking a new era of international collaboration and business
growth. This strategic move not only enhances our footprint in a key market but also enables us to leverage
regional expertise, foster innovation, and create long-term value.

As we look ahead, we remain focused on leveraging emerging opportunities, deepening stakeholder engagement,
and setting new benchmarks for industry leadership. With a strong foundation and an ambitious vision, we are
poised to navigate the future with confidence and determination.

COMPANY OVERVIEW

Konstelec Engineers Limited is a premier Engineering, Procurement, and Construction/Commissioning (EPC)
service provider, recognized for excellence in electrical, instrumentation, and automation systems across India.
With a legacy of over 30 years and a highly skilled team of 700 engineers, Konstelec delivers innovative, efficient,
and reliable solutions tailored to diverse industries.

We specialize in comprehensive engineering design services, translating concepts into reality with precision
and expertise. Our procurement capabilities ensure seamless project execution, sourcing high-quality materials
and components that meet the highest standards. We oversee every phase of commissioning, guaranteeing the
successful delivery of projects with optimal functionality and efficiency.

At Konstelec, we donât just complete projectsâwe create sustainable and scalable solutions that drive industrial
progress. We are committed to integrating smart automation and digital transformation strategies to enhance
efficiency and performance. Our dedication to ongoing support ensures system maintenance and optimization,
keeping operations running at peak performance long after commissioning.

With a track record of excellence and a commitment to innovation, Konstelec Engineers Limited is your trusted
partner for electrical and automation needs. Whether in power, manufacturing, infrastructure, or other sectors,
we bring expertise, reliability, and a vision for the future.

Particulars	Consolidated			Standalone
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	19370.68	21,531.53	19,370.68	21,531.53
Other Income	195.02	208.80	194.47	208.80
Total Income	19565. 70	21,740.33	19,565.15	21,740.33
Operating Expenses	7438.15	10,115.63	7,438.15	10,115.63
Employees Benefit expenses	3,256.03	3,209.50	3,256.03	3,209.50
Finance Cost	731.44	711.40	731.44	711.40
Depreciation and Amortization expenses	109.22	98.71	109.22	98.71
Other Expenses	7,362.35	6,388.92	7,361.79	6,357.33
Total Expenses	18,897.19	20,524.16	18,896.63	20,492.57
Profit/ (Loss) Before Exception Item Exception Item	668.51	1,216.17	668.52	1,247.76
Less: Provision for Loss in Joint Venture	-	-	(47.00)	-
Profit/ (Loss) After Exception Item			621.52	1,247.76
Tax Expenses	193.79	324.1	193.79	324.1
Profit/ (Loss) for the period	474.72	892.07	427.73	923.66
Paid Up Equity Share Capital (Face Value ^ 10 each fully paid up)	1,510.00	1,510.00	1,510.00	1,510.00
Other Equity	8,358.09	7,891.68	8,356.18	7,937.65
Earnings Per Share (Basic/Diluted)	3.14	7.62	2.83	7.89

FINANCIAL PERFORMANCE

During the year under review, the Company recorded a total income of Rs. 19,565.15 Lakhs compared to Rs.
21,740.33 Lakhs in the previous year, reflecting a 10% decline. Despite this, the Company remained resilient,
delivering a Profit Before Tax of Rs. 621.52 Lakhs and a Profit After Tax of Rs. 427.73 Lakhs. These figures
demonstrate our ability to navigate challenges while maintaining financial stability and focusing on long-term
growth.

In terms of financial performance, the Company recorded revenue from operations of Rs. 19,370.68 Lakhs
during the financial year 2024-25, compared to Rs. 21,531.53 Lakhs in the previous year. While this represents a
decline and facing a temporary challenge, the Company remains committed to refining its operations, maximizing
resource efficiency and executing strategic initiatives designed to enhance overall performance with forwardÂ¬
thinking approach ensures sustained growth and long-term success.

The earnings per share for the year ended March 31, 2025, stood at Rs. 2.83/-, underscoring our dedication
to shareholder value. Additionally, the Companyâs net worth has risen to Rs. 9,866.18 Lakhs, as compared to
previous year reflecting steady financial progress and resilience.

Your directors remain optimistic about the Companyâs future and anticipate improved performance in the coming
years, the Company is well-positioned to capitalize on emerging opportunities and drive sustainable growth.

TRANSFER TO RESERVES

The Board of Directors do not propose any amount to be transferred to General Reserves for the Financial Year
2024-25.

As per the financials, the net movement in the reserves of the Company as at 31^st March, 2025 and previous year
ended 31^st March, 2024 is as follows:

(Rs. in Lakhs)

Particulars	Financial Year 2024-25	Financial Year 2023-24
Surplus in Statement of Profit and Loss	6,127.73	5,700.00
General Reserve	327.58	327.58
Securities Premium	-	2,460.00
Less: Share Issue Expenses	(9.20)	(549.93)
Total Reserves & Surplus	8 ,356.18	7,937.65

The members are advised to refer Note No. 4 as given in the financial statements which forms part of the Annual
Report for detailed information.

DIVIDEND

In alignment with its long-term strategic vision, the Board of Directors has carefully evaluated the financial
position and future growth prospects of the Company. As a result, the Board has resolved not to recommend a
dividend for the financial year ended 31^st March, 2025.

This decision underscores the Company''s commitment to reinforcing its financial foundation and channelling
retained earnings into high-potential growth opportunities. By prioritizing reinvestment, the Company aims to
strengthen its operational capabilities, enhance technological innovation, and expand its business footprint to
drive sustainable and profitable growth.

The Company extends its gratitude to its shareholders for their unwavering trust and support, reaffirming
its dedication to delivering sustained growth, strategic progress, and enhanced shareholder value through
reinvestment in business expansion.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016, there were no unpaid/unclaimed dividends to be transferred during the year under review to the
Investor Education and Protection Fund.

CHANGE IN NATURE OF BUSINESS

During the Year under review, there was no change in the nature of business of the Company or in the nature of
activities carried out by the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the closure of Financial Year till the date of this report
which may affect the financial position of the Company.

SHARE CAPITAL

Authorized Share Capital

As on 31^st March, 2025, the Authorized Share capital of the company stood at Rs. 20,00,00,000/- (Rupees Twenty
Crores Only) divided into 2,00,00,000 (Two Crores) Equity shares of Rs. 10/- (Rupees Ten) each.

There was no increase in the Authorized Share Capital of the Company during the year under review.

Paid up Share Capital

As on 31^st March, 2025, the issued, subscribed and paid-up equity capital of the company stood at Rs. 15,10,00,000/-
(Rupees Fifteen Crores Ten Lacs Rupees Only) divided into 1,51,00,000 (One Crore Fifty-One lacs) Equity shares
of Rs. 10/-(Rupees Ten) each.

There was no increase in the Paid-up Share Capital of the Company during the year under review.

BONUS ISSUE

During the Financial year, the Company has not issued any Bonus Shares.

SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies
(Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares during the
period under review.

DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies
(Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights
during the period under review.

EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies
(Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options during the
period under review.

DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debentures, bonds, warrants or any nonÂ¬
convertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or
any non-convertible securities.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

During the Financial year 2023-24, the Company had raised funds aggregating to Rs. 2870.00 Lakhs from Initial
Public Offer (IPO) on SME Platform. The Company has fully utilized funds raised through issue for the purpose as
stated in the Letter of Offer.

Details of utilization of fund as on 31^st March 2025 are as under:

(All amounts in INR Lakhs)

Sr. No.	Original Object	Funds Original Allocation	Funds Utilized	Amount of Deviation/ Variation according	Remarks
Sr. No.		Funds Original Allocation		to applicable object
1.	Funding working capital requirements	1,800	1,800	NIL	Not Applicable
2.	General Corporate Purpose IPO Related	700	700	NIL	Not Applicable
3.	Expenses	370	370	NIL	Not Applicable
	Total	2,870	2,870

â¢ Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, there is no deviation or variation in the use of funds raised through public issue of equity shares
from the objects stated in the prospectus of the Company.

A statement to that effect has also been duly filed with the Stock Exchange within the stipulated time.
DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of
the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore,
there was no principal or interest outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

The Company does not have any subsidiary company at the beginning or any time during the year or at the end
of the financial year 2024-25.

However, the Company has an Associate Company namely Konstelec Hitech Engineers Private Limited (CIN:
U31908MH2010PTC199051) having its registered office in Mumbai.

During the year under review the company has formed a Foreign Joint Venture Company namely Degat Alebtikar
Co. Ltd. (Precision Innovation Co. Ltd), a Limited Liability Company in Saudi Arabia for the purpose of tapping
into the market potential in the kingdom of Saudi Arabia while expansion of EPC sector

The details of the Associate & Joint Venture are disclosed in AOC-1 which is forming a part of boardâs report as
an Annexure-I.

REVISED SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Revised Secretarial Standards on Meetings
of Board of Directors (SS-1), Revised Secretarial Standards on General Meetings (SS-2) issued by Institute of
Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions with related parties during the year under review as referred to in
Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on armsâ length basis.
The details of such transactions has been disclosed in terms of Section 134 of the Act in AOC-2 which is forming
part of boardâs report as an Annexure-II

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is obtained
for entering into related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the notes provided in
the financial statements which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

During the year under review, your Company has not given any loan or guarantee or security falling within the
meaning of Section 186 of the Companies Act, 2013 and the rules made thereunder

However, the company holds following investments as on 31^st March, 2025 in its Associate/Joint Venture Company:

Sr. No.	Name of the Body Corporate	Investment Value	Details
	Konstelec Hitech Engineers Private Limited	47.00 Lakhs	4,70,000 Equity Shares of Rs. 10
1.	(CIN: U31908MH2010PTC199051) *Degat Alebtikar Co. Ltd	12.00 Lakhs	each SAR 50,000 representing 50% of
2.	(Precision Innovation Co. Ltd), a Limited Liability Company, Saudi Arabia	(Approx.)	the Share capital i.e. 50 shares valÂ¬ ued at SAR 1000 each
	Commercial Registration No.: 2055161804 Date of Incorporation: 17^th February, 2025

*Note: The Company is in the process of initiating ODI remittance towards the subscription of shares in the
aforementioned Joint Venture.

DEMATERIALIZATION OF EQUITY SHARES

During the year under review entire shareholdings of the Company is in demat mode only.

LISTING AND DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE
Emerge). The Company has paid Listing fees for the financial year 2024-25 according to the prescribed norms &
regulations.

The Company has also paid Annual Custody Fees to National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) for the financial year 2024 -25.

DIRECTORS & KEY MANAGERIAL PERSONNEL(S)

Executive Directors

Mr Biharilal Ravilal Shah -Chairman & Managing Director
Mr Amish Biharilal Shah -Whole Time Director

Mr Jigar Dhiresh Shah -Whole Time Director & Chief Executive Officer

(Appointed as CEO w.e.f. 25/04/25)

Non- Executive Directors
Mr Ranjan Mathur -Independent Director
Ms. Manisha Abhay Lalan- Independent Director
Mrs. Amita Sachin Karia -Independent Director
Key Managerial Personnel(s)

CA Hardik Maheshbhai Sarvaiya - Chief Financial Officer (CFO) (w.e.f. 14.10.2024)

Ms. Shatabdi Sudam Salve- Company Secretary & Compliance Officer
Mrs. Molly Antony- Chief Financial Officer (CFO) (Upto 14.10.24)

â¢ Changes In Directors & Key Managerial Personnel(s)

During the financial year 2024-25, there were no changes in the Board composition of the Company.

However, Mr Jigar Dhiresh Shah is appointed as Chief Executive Officer (CEO) w.e.f. 25^th April, 2025, in
addition to his existing role as Whole Time Director.

Further, in accordance with the provisions of Section 203 of the Companies Act, 2013 and the rules framed
thereunder, the following changes occurred in the composition of Companyâs Key Managerial Personnel(s)

			Appointment/
Sr. no	Name	Designation	Re-appointment/ Change in Desig- nation/Cessation	Term	Date
1.	CA Hardik Mahesh- bhai Sarvaiya	Chief Financial Officer (CFO)	Appointment	NA	14-10-2024
2.	Mrs. Molly Antony	Chief Financial Officer (CFO)	Resignation	NA	14-10-2024

â¢ Proposed Change in Designation of Mr. Amish Biharilal Shah:

The Board of Directors is considering the change in designation of Mr. Amish Biharilal Shah (DIN:
01415766), who is presently serving as a Whole-Time Director, to the position of Managing Director of the
Company for a period of five (5) years. The appointment, once approved by the Board at its forthcoming
meeting, will be placed before the shareholders for their approval at the ensuing Annual General Meeting,
in accordance with the applicable provisions of the Companies Act, 2013 and relevant provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This change in designation reflects the Companyâs strategic intent to align operational oversight with longÂ¬
term growth objectives. His elevation to the role of Managing Director is expected to further consolidate
the Companyâs management structure and enhance execution capabilities across all verticals.

â¢ Proposed Change in Designation of Mr. Biharilal Ravilal Shah:

The Board of Directors is considering the Change in designation of Mr. Biharilal Ravilal Shah, who currently
holds the position of Chairman cum Managing Director of the Company, as Chairman and Wholetime
Director of the Company. Under this proposed change, Mr. Biharilal Shah will cease to hold the position
of Managing Director and will continue to serve as Chairman and Whole Time Director. This change is
part of a broader restructuring of the Companyâs leadership framework aimed at delineating strategic
oversight from day-to-day executive management. Mr. Biharilal Shah will continue to serve as Chairman,
providing guidance and leadership at the Board level, while the responsibilities of Managing Director
will be entrusted to Mr. Amish Biharilal Shah, subject to shareholder approval. The proposed change in
designation will be placed before the shareholders for their approval at the forthcoming Annual General
Meeting, in accordance with the provisions of the Companies Act, 2013 and other applicable regulations
and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As a Chairman and Whole time Director, Mr. Biharilal Ravilal Shah will continue to lead the Board of
Directors, providing high-level strategic guidance, governance oversight, and mentorship to the Board.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of
Association of the Company, Mr. Jigar Dhiresh Shah (DIN: 10082070), Whole Time Director & Chief Executive
Officer of the Company is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing
Annual General Meeting of the Company. Mr Jigar Dhiresh Shah is not disqualified under Section 164(2) of the
Companies Act, 2013.

Notice convening ensuing Annual General Meeting includes the proposal for re-appointment of aforesaid
Director along with brief details of the Director as per Regulation 36 of the Listing Regulations and Clause 1.2.5
of Secretarial Standard on General Meetings.

BOARD DIVERSITY

The Board of Directors of the Company has adopted the policy on Board Diversity. The Board comprises of
adequate combination of executive & non-executive independent directors in accordance with the requirements
of the Companies Act, SEBI Listing Regulations and other statutory, regulatory and contractual obligations of the
Company.

The policy on Board diversity has been disclosed on the website of the Company at www.konstelec.com.

The Board has taken into consideration the versatility of knowledge, experience, financial literacy/expertise,
global market awareness and other relevant factors as may be considered appropriate and the Board has
formulated with mix of members to maintain high level of ethical standards.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Recognizing the pivotal role of its Independent Directors in shaping the Companyâs strategic direction and ensuring
governance excellence, the Company has instituted a comprehensive Familiarization Program. This initiative is
designed to provide Independent Directors with in-depth knowledge about their roles, responsibilities, rights,
and statutory duties under the Companies Act, 2013, along with other relevant regulatory frameworks. The
Familiarization Programme was arranged for Independent Directors as per the policy disclosed on the website of
the Company at www.konstelec.com.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Companies Act, read with
the Schedules and Rules issued thereunder, and the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Directorâs Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section
164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional
conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of
their responsibilities in a professional and faithful manner will promote confidence of the investment community,
regulators and Companies in the institution of Independent Directors.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and
individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV of the Companies Act, 2013.
Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects
of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, performance of
specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from
all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the Committee
members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual
Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance
of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.
The Independent Directors also assessed the quality, frequency and timeliness of flow of information between
the Board and the management that is necessary for effective performance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2025, the applicable
Accounting Standards had been followed and there are no departures from the same;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are
reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the
financial year March 31, 2025 and of the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and detecting fraud and other
irregularities;

iv. Annual accounts for the year ended March 31, 2025 have been prepared on a going concern basis.

v. Internal Financial controls were in place and that the financial controls were adequate and were operating
effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate
and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews performed by management
and the relevant board committees, the Board is of the opinion that the Companyâs internal financial controls
were adequate and effective during Financial Year 2024-25.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from

other Board business. The Directors of the Company duly met Nine (09) times during the year, all the Board
Meetings were conducted in due compliance with the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting.

The following Meetings of the Board of Directors were held during the Financial Year 2024-25:

Sr. No.	Date of Board Meeting	Board Strength	Number of Directors present	% of Attendance
1.	10.05.2024	6	6	100.00
2.	01.07.2024	6	3	50.00
3.	14.10.2024	6	6	100.00
4.	25.10.2024	6	3	50.00
5.	12.11.2024	6	6	100.00
6.	13.01.2025	6	3	50.00
7.	11.02.2025	6	3	50.00
8.	21.02.2025	6	3	50.00
9.	29.03.2025	6	6	100.00

The Board has constituted the following Committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Project Review Committee
AUDIT COMMITTEE

The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following Directors are members of Audit Committee:

Sr. No. Name

Ms. Manisha Abhay Lalan
. (DIN: 10259129)

Mr. Ranjan Mathur
. (DIN: 02842552)

3 Mr. Amish Biharilal Shah
³. (DIN: 01415766)

Designation

Chairperson

Member

Nature of Directorship

Non- Executive Independent Director

Non-Executive Independent Director
Whole Time Director

The following Meetings of the Audit Committee were held during the Financial Year 2024-25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	10.05.2024	3	3	100.00
2.	29.06.2024	3	3	100.00
3.	05.10.2024	3	3	100.00
4.	14.10.2024	3	3	100.00
5.	12.11.2024	3	3	100.00
6.	07.03.2025	3	3	100.00

Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of

the Company acts as the Secretary to the Committee.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation

18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the

Board. The role of the audit committee includes the following:

â¢ Oversight of the companyâs financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

â¢ Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

â¢ Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

â¢ Review and monitor the auditorâs independence and performance, and effectiveness of audit process;

â¢ Reviewing, with the management, the annual financial statements and auditorâs report thereon before
submission to the board for approval, with particular reference to:

o matters required to be included in the directorâs responsibility statement to be included in the boardâs
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

o changes, if any, in accounting policies and practices and reasons for the same;

o major accounting entries involving estimates based on the exercise of judgment by management;

o significant adjustments made in the financial statements arising out of audit findings;

o compliance with listing and other legal requirements relating to financial statements;

o disclosure of any related party transactions;

o modified opinion(s) in the draft audit report;

â¢ Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

â¢ Reviewing, with the management, the statement of uses/application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the draft prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to
take up steps in this matter;

â¢ Reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit process;

â¢ Approval or any subsequent modification of transactions of the company with related parties;

â¢ Scrutiny of inter-corporate loans and investments;

â¢ Valuation of undertakings or assets of the company, wherever it is necessary;

â¢ Evaluation of internal financial controls and risk management systems;

â¢ Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

â¢ Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure, coverage and
frequency of internal audit;

â¢ Discussion with internal auditors of any significant findings and follow up thereon;

â¢ Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the
matter to the board;

â¢ Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

â¢ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

â¢ To review the functioning of the whistle blower mechanism;

â¢ Approval of the appointment of a chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

â¢ Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing
loans/advances/investments existing as on the date of coming into force of this provision.

â¢ Monitoring the end use of funds raised through public offers and related matters.

â¢ Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The Audit Committee shall mandatorily review the following information:

â¢ Management discussion and analysis of financial condition and results of operations;

â¢ Management letters/letters of internal control weaknesses issued by the statutory auditors;

â¢ Internal audit reports relating to internal control weaknesses;

â¢ The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

â¢ Statement of deviations: (a) half-yearly statement of deviation(s) including the report of monitoring agency,
if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds
utilized for purposes other than those stated in the draft prospectus/notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions

of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The following Directors are members of Nomination and Remuneration

Committee:

Name Designation Nature of Directorship

^Mr ₁^{Ranjan Mathur} Chairperson Non-Executive Independent Director
(DIN:02842552)

Ms. Manisha Abhay Lalan (DIN:10259129)	Member	Non- Executive Independent Director
Mrs. Amita Sachin Karia (DIN:07068393)	Member	Non- Executive Independent Director

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year
2024-25:

Sr. no.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	01.07.2024	3	3	100.00
2.	14.10.2024	3	3	100.00
3.	29.03.2025	3	3	100.00

All members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the

Company acts as the Secretary to the Committee.

The terms of reference of the Nomination & Remuneration Committee are:

â¢ Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;

â¢ Evaluation of the balance of skills, knowledge and experience on the Board for every appointment of an
independent director & on the basis of such evaluation, preparation of a description of the role and capabilities
required of an independent director.

â¢ Formulation of criteria for evaluation of the performance of independent directors and the board of directors;

â¢ Devising a policy on diversity the of the board of directors;

â¢ Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down and recommend to the board of directors their appointment and
removal.

â¢ To extend or continue the term of appointment of the independent director based on the report of performance
evaluation of independent directors.

â¢ To recommend to the Board all remuneration, in whatever form, payable to senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section

178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The following Directors are members of Stakeholders Relationship Committee:

Name

Designation

Nature of Directorship

Mrs. Amita Sachin Karia
(DIN:07068393)

Ms. Manisha Abhay Lalan
(DIN:10259129)

Mr. Biharilal Ravilal Shah
(DIN:00337318)

Chairperson

Member

Non-Executive Independent Director
Non- Executive Independent Director
Chairman cum Managing Director

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2024-

Date of Committee

Committee

Number of Members present

% of Attendance

Sr. No.

Meeting

Strength

1. 24.03.2025

100.00

Maximum members of the Committee are Non-Executive Independent Directors of the Company. The Company
Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Stakeholders Relationship Committee are:

â¢ Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/
duplicate certificates, general meetings etc;

â¢ Review of measures taken for effective exercise of voting rights by shareholders;

â¢ Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent;

â¢ Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company; and

â¢ To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as and when amended from time to time.

As of March 31, 2025, one investor complaint remained unresolved. However, the compliant was successfully
resolved on April 8, 2025, following the close of the financial year. As of today, there are no pending investor
complaints.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the
Company was held on 21^st March, 2025 to;

(i) Review the performance of non-independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the company taking into account the views of executive
Directors and Non-executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the company management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present to the meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the Section 135 of the Companies Act, 2013, the Company has duly constituted the Corporate
Social Responsibility Committee to review and administer Policy and Expenditures of Corporate Social
Responsibility.

The members of the Corporate Social Responsibility Committee are as follows:

Name

Designation

Nature of Directorship

Mr. Biharilal Ravilal Shah
(DIN:00337318)

Mr. Amish Biharilal Shah
(DIN:01415766)

Chairperson

Member

Chairman cum Managing Director
Whole Time Director

Ms. Manisha Abhay Lalan
(DIN:10259129)

Member

Non-Executive Independent Director

The following Meetings of the Corporate Social Responsibility Committee were held during the Financial Year
2024-25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	10.05.2024	3	3	100.00
2.	12.11.2024	3	3	100.00
3.	02.01.2025	3	3	100.00
4.	15.03.2025	3	3	100.00

PROJECT REVIEW COMMITTEE

Company has constituted Project Review Committee to review all the projects whether executed projects, onÂ¬
going projects or to be executed in the future.

The members of the Project Committee are as follows.

Name	Designation	Nature of Directorship
Mr. Biharilal Ravilal Shah (DIN: 00337318)	Chairperson	Chairman cum Managing Director
Mr. Amish Biharilal Shah (DIN: 01415766)	Member	Whole Time Director
Mr. Jigar Dhiresh Shah (DIN: 10082070)	Member	Whole Time Director & CEO
Mr. Pravin Patel	Member	Vice President - Projects
CA. Hardik Sarvaiya	Member	Chief Financial Officer

The following Meetings of the Project Committee were held during the Financial Year 2024-25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	15.04.2024	5	5	100.00
2.	16.07.2024	5	5	100.00
3.	15.10.2024	5	5	100.00
4.	15.01.2025	5	5	100.00

GENERAL MEETINGS

During the year under review, the following General meetings were held and convened.

				Number of
Sr.	Type of	Date of Meeting	Total Number of Members entitled to	Members present
No.	Meeting	Date of Meeting	attend meeting	Members present
1.	Annual General Meeting	16^th September, 2024	1914	15

STATUTORY AUDITORS

M/s. Shah P. M. and Associates, Chartered Accountants (Firm Registration No. 131576W), a peer-reviewed firm,
were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on September 18,
2023. Their appointment was made for a term of two financial years 2023-24 and 2024-25 in accordance with
the provisions of Section 139 and Section 141 of the Companies Act, 2013, read with Rule 4 of the Companies
(Audit and Auditors) Rules, 2014.

As the tenure of M/s. Shah P. M. and Associates concludes with the financial year 2024-25, the Company is in the
process of appointing M/s S M L AND CO LLP (Formerly known as Shaparia Mehta & Associates LLP), Chartered
Accountants, (FRN : 112350W) as the new Statutory Auditors for a term of five consecutive financial years 2025Â¬
26 to 2029-30 subject to approval of the members at the ensuing Annual General Meeting.

AUDITORS REPORT

The Board has duly reviewed the Statutory Auditorsâ Report on the Standalone and Consolidated Financial
Statements of the Company. The notes forming part of the Financial Statements referred to in the Auditors Report
are self-explanatory and do not call for any further explanations under Section 134 of the Companies Act, 2013.
The Report given by the Auditor on the financial statement of the Company is part of this Annual Report and it
does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
M/s. K C Suthar & Co., Company Secretaries, Mumbai a peer-reviewed firm holding Certificate of Practice No.
4075, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report, issued in Form MR-3, is annexed to this Boardâs Report as Annexure - III and
forms an integral part thereof. The report does not contain any qualifications, reservations, or adverse remarks
requiring explanation or comments from the Board.

In light of the recent amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
which mandate the appointment of Secretarial Auditors for a term of five consecutive financial years, the Board
at their meeting held on 20th May, 2025 has recommended the appointment of M/s. K C Suthar & Co., Company
Secretaries in Practice, for the financial years 2025-26 to 2029-30 subject to approval of members in the ensuing
Annual General Meeting.

INTERNAL AUDITOR

Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with
the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable
assurance on the adequacy and effectiveness of the organizationâs risk management, internal control and
governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with
a risk based internal audit approach.

The Company had appointed M/s S M L AND CO LLP (Formerly known as Shaparia Mehta & Associates LLP)
(LLPIN: AAD-1347) as the Internal Auditor of the Company for the financial year 2024-25 for conducting Internal
audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal
control framework and advise on internal control process gaps of the company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring
cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company
also ensures that internal controls are operating effectively. The Company has also in place adequate internal
financial controls with reference to financial statement. Such controls are tested from time to time to have an
internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations
to ensure proper recording of financial and operational information & compliance of various internal controls,
statutory compliances and other regulatory compliances. It is supported by the internal audit process and will
be enlarged to be adequate with the growth in the business activity. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy
of such controls.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013read with the Companies (Cost Records and Audit) Rules,
2014 related to maintenance of cost records is not applicable to the Company for the Financial Year 2024-25.

RISK MANAGEMENT AND GOVERNANCE

The Company has clearly defined systems to manage its risks within acceptable limits by using risk mitigating
techniques and have framed a mechanism for timely addressing key business challenges and leveraging of
business opportunities.

A robust internal financial control system forms the backbone of our risk management and governance. In line
with our commitment to provide sustainable returns to our stakeholders, risks identified by the business and
functions are systematically addressed through mitigating actions on a continuing basis.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY:

During the Year under review the Board has made the total expenditure under CSR of Rs.18.63 Lakhs for F.Y.
2024-25 whereas the total Amount required to be spent was Rs. 18.56 Lakhs for the financial year 2024-25.

The detailed Report on CSR Activities as per Annexure-IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2024-25, as stipulated under Regulation 34(2)
(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate
section forming part of this Annual Report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING 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 given below:

A. Conservation of energy

The Company is making all efforts to conserve energy. It also takes appropriate steps to reduce the consumption
through efficiency in usage and timely maintenance/upgradation of energy saving devices.

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of
particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed
by the Rules.

A. Conservation of energy

i. The steps taken or impact on conservation of energy:

a. Shutting off the lights and systems when not in use.

b. Minimizing the usage of papers.

ii. Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

iii. The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

i. Foreign Exchange Earnings: Rs. 255.37/- (In Lakhs)

ii. Foreign Exchange Outgo: Rs. 6.45/- (In Lakhs)

iii. Advance to Supplier: NIL
CORPORATE GOVERNANCE

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society
at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company
has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and
disclosure requirements) Regulations, 2015 (âLODRâ) the compliance with the corporate governance provisions
as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and
E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part
of this Annual Report.

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a
framework and process whereby concerns can be raised by its Employees and Directors to the management
about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or legal or regulatory
requirements, incorrect or misrepresentation of any financial statements. The policy provides for adequate
safeguards against victimization of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy is available on the Companyâs website at www.konstelec.com

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board has adopted Code of conduct for board of directors and senior management personnel as per the
provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The policy provides code of conduct for the board of directors of the Company (âBoardâ) and the senior
management personnel of the Company (i.e. one level below, the executive directors, and functional heads) (âSenior
Management Personnelâ) for conduct the business of the Company with integrity, fairness and transparency and
meet the expectations of statutory and regulatory authorities, and progressively enhance the scope of this Code
to align the conduct with the expectations of shareholders, other stakeholders and the society at large.

The Code of conduct for board of directors and senior management personnel is available on the Companyâs
website at www.konstelec.com

POLICY FOR DETERMINATION OF MATERIALITY

The board has adopted a policy to determine materiality of event and information based on criteria specified
under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company
shall make disclosure of events/ information specified in para A and B of Part A of Schedule III of the Listing
Regulations to the Stock Exchange and to ensure that such information is adequately disseminated in pursuance
with the Regulations and to provide an overall governance framework for such determination of materiality.

The policy for determination of materiality is available on the Companyâs website at www.konstelec.com

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the
Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in
order to pay equitable remuneration to Directors, KMPs and other Employees of the Company and it includes the
criteria for determining qualifications, positive attributes, independence of a Director.

The Companyâs remuneration policy is directed towards rewarding performance based on review of achievements
periodically. The remuneration policy is in consonance with the existing industry practice. The Remuneration
policy is available on the Companyâs website at www.konstelec.com

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

Your Company has formulated a policy on Preservation and Archival of Documents in accordance with Regulation
9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy ensures that the
Company complies with the applicable document retention laws, preservation of various statutory documents
and also lays down minimum retention period for the documents and records in respect of which no retention
period has been specified by any law/ rule/regulation. It provides for the authority under which the disposal/
destruction of documents and records after their minimum retention period can be carried out. The policy also
deals with the retention and archival of corporate records of the Company. The policy provides guidelines for
archiving of corporate records and documents as statutorily required by the Company.

The policy on Preservation and Archival of Documents is available on the Companyâs website at
www.konstelec.com

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

designated persons and connected persons and to regulate, monitor and report trading by such employees and
connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of
unpublished price sensitive information.

The Code of conduct for Prevention of Insider Trading is available on the Companyâs website at www.konstelec.com

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down
practices and procedures for fair disclosure of Unpublished Price Sensitive Information.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the
Companyâs website at www.konstelec.com

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

Your Company has always provided a safe and harassment free workplace for every individual especially for women
in its premises through various policies and practices. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review:

Number of Sexual Harrassment Complaints Received: NIL

Number of Complaints Disposed of: NIL

Number of Cases pending for more than 90 days: NIL

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and pursuant to the disclosures
required under Section 134 of the Companies Act, 2013, the Company affirms its commitment to ensuring a safe,
equitable, and supportive work environment for all women employees.

The Company has implemented all necessary measures to comply with the provisions of the Maternity Benefit
(Amendment) Act, 2017, including paid maternity leave for eligible women employees & other entitlements.

SYSTEM DRIVEN DISCLOSURE

SEBI, vide circular dated 1^st December, 2015 had introduced System Driven Disclosures in securities market detailing
the procedure to be adopted for its implementation with effect from 1^st January, 2016. As specified in SEBI circular
dated 1^st December, 2015 the system is being implemented in phases and in the first phase, the disclosures of
promoter/promoter group under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI
(Prohibition of Insider Trading) Regulations, 2015 have been implemented.

The Company has duly appointed National Securities Depository Limited (NSDL) as Designated Depository to
maintain the details as required by SEBI.

STRUCTURED DIGITAL DATABASE

SEBI, vide the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept
of Structured Digital Database which came into effect from 1^st April, 2019. As per Regulation 3(5) of SEBI (PIT)
Regulations, 2015, the Board of Directors or head(s) of the organisation is required to maintain Structured Digital
Database.

As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity shall maintain a
separate Structured Digital Database internally, for recording details of:

â¢ The UPSI shared and persons with whom such UPSI is shared;

â¢ The UPSI shared and the persons who have shared such UPSI with the intermediary/ fiduciary / entity.

The company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and
checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI
(PIT) Regulations, 2015.

PARTICULARS OF REMUNERATION TO EMPLOYEES

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure V

GENERAL NOTICE AND DISCLOSURES

Date, Time and Venue of the AGM	Friday, 26^th September, 2025. at 04:00 PM (IST) through VC / OAVM mode. The venue of the Meeting shall be deemed to be the Registered
Registrar & Share Transfer Agent	office of the Company. Skyline Financial Services Private Limited (CIN: U74899DL1995PTC071324)
Financial Year	D-153A, First Floor Okhla Industrial Area, Phase-I, New DelÂ¬ hi-110020, Delhi India 2024-25
Record date (Cut-off date)	19th September, 2025
Listing on Stock Exchange	National Stock Exchange of India Limited - SME Platform
Symbol	KONSTELEC
ISIN	INE0QEI01011

MANAGERIAL REMUNERATION:

â¢ Waiver of Recovery of Excess Managerial Remuneration Paid to Managing Director and WholeÂ¬
Time Directors:

During the financial year 2024-25, the Company disbursed managerial remuneration to its Managing
Director and Whole-Time Directors based on projected financial performance and the limits previously
approved by the Board of Directors and shareholders at their respective meetings. These projections
were made in good faith, taking into account the Companyâs strategic plans, operational forecasts, and
historical performance trends.

However, despite prudent financial planning and diligent execution of business strategies, the actual
profits earned during the year were lower than anticipated, primarily due to external economic factors.
As a result, the total managerial remuneration paid during the year exceeded the ceiling of 25% of net
profits, as approved by the shareholders in previous shareholders meeting.

In view of the above and considering that the remuneration was disbursed in alignment with expected
performance metrics and in the ordinary course of business, the Board of Directors proposes to seek
shareholdersâ approval at the forthcoming Annual General Meeting to waive the recovery of the excess
remuneration paid, pursuant to the provisions of Section 197(10) of the Companies Act, 2013.

The total amount proposed to be waived is Rs. 40,67,792/- for the financial year 2024-25, as detailed below:

SN	Name of the Director	Designation	Waiving of Excess Remuneration
1.	Mr. Biharilal Ravilal Shah	Chairman cum Managing Director	Rs. 12,62,197/-
2.	Mr. Amish Biharilal Shah	Whole Time Director	Rs. 17,58,720/-
3.	Mr. Jigar Dhiresh Shah	Whole Time Director	Rs. 10,46,875/-
Total			Rs. 40,67,792/-

The waiver is being proposed purely as a compliance measure to regularize the excess amount in accordance with
statutory provisions.

â¢ Proposal for Increase in Overall Limit of Managerial Remuneration:

The Board of Directors is evaluating a proposal to enhance the overall ceiling on managerial remuneration
payable to Directors, including the Managing Director and Whole-Time Directors. Currently, the
permissible limit stands at 25% of the net profits of the Company. The Board is considering increasing
this limit to 35%, with a specific cap of 34% applicable to remuneration paid to the Managing Director
and Whole-Time Directors and 1% to Independent Directors.

This proposal will be placed before the Nomination and Remuneration Committee & the Board for
consideration at the forthcoming meeting. After committee and the Board approval, the Company will seek
shareholders consent through a special resolution at the ensuing Annual General Meeting, in accordance
with the applicable provisions of the Companies Act, 2013 and Schedule V thereto.

HUMAN RESOURCE DEVELOPMENT

Our Company believe that our employees are key contributors to our business success and its ability to maintain
growth depends to a large extent on our strength in attracting, training, motivating and retaining employees.
We focus on attracting and retaining the best possible talent. Our Company looks for specific skill-sets, interests
and background that would be an asset for its kind of business. As on March 31, 2025 our Company has 611
employees on payroll.

Our manpower is a prudent mix of the experienced and youth which gives us the dual advantage of stability and
growth. Our work processes and skilled resources together with our strong management team have enabled us
to successfully implement our growth plans. Also we hire contract labour at our site as per the requirement. The
Company has tie ups with skilled and semi-skilled manpower suppliers across the country.

A continuous effort is being made by the management to make the Company a great place of work by providing a
platform to employees where they feel empowered and engaged. We always strive for continuous improvement
and believe in our strong foundation which gets reflected in our values and systems.

REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported any incident
of fraud to the Audit Committee under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL

During the financial year 2024-25, there were no significant or material orders passed by the Regulators or Courts
or Tribunals which affect the going concern status of the Company and its operations in future.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

2016).

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs
policy required to conduct operations in such a manner, so as to ensure safety of all concerned compliances,
environmental regulations and preservation of natural resources.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them
and thank all the Clients, Dealers, and other business associates, regulatory and Government authorities for
their continued support and contribution to the Companyâs growth. The Directors also wish to express their
appreciation for the efficient and loyal services rendered by each and every employee, without whose wholeÂ¬
hearted efforts, the overall satisfactory performance would not have been possible. Your Board appreciates the
precious support provided by the Auditors and Consultants. The Company will make every effort to meet the
aspirations of its Shareholders.

For and on behalf of Board
M/s Konstelec Engineers Limited

Biharilal Ravilal Shah Amish Biharilal Shah

Chairman cum Managing Director Wholetime Director

DIN:00337318 DIN:01415766

Date: 20/05/2025
Place: Mumbai

Mar 31, 2024

Your Directors take great pleasure in presenting the 29^th Annual Report of KONSTELEC ENGINEERS LIMITED ("the Company") in business and operations along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

COMPANY OVERVIEW

Konstelec Engineers Limited [formerly known as "Konstelec Engineers Private Limited"], a leading Engineering, Procurement, and Construction/Commissioning (EPC) service provider, delivering excellent services for electrical, instrumentation, and automation systems across the nation. We offer comprehensive engineering design services, ensuring efficient and reliable solutions for electrical and instrumentation systems. We bring concepts into reality. We handle the procurement process, sourcing quality materials and components for seamless project execution. We provide ongoing support for system maintenance and optimization. With over 29 years of experience and a team of 700 plus expert engineers, Konstelec excels in project management across various industries. Konstelec oversees commissioning phases, ensuring successful project delivery. Konstelec Engineers Limited delivers reliable and efficient solutions for electrical and automation needs.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31^st March, 2024 is summarized below:

(CIn Lakhs except per share)

	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	21,531.53	15,340.50	21,531.53	15,340.50
Other Income	208.80	172.39	208.80	172.39
Total Income	21,740.33	15,512.89	21,740.33	15,512.89
Operating Expenses	10,115.63	7,398.65	10,115.63	7,398.65
Employees Benefit expenses	3,209.50	2,360.82	3,209.50	2,360.82
Finance Cost	711.40	486.55	711.40	486.55
Depreciation and Amortization expenses	98.71	81.49	98.71	81.49
Other Expenses	6,388.92	4,155.06	6,357.33	4,154.91
Total Expenses	20,524.16	14,482.57	20,492.57	14,482.42
Profit/ (Loss) Before Tax	1,216.17	1,030.32	1,247.76	1,030.47
Tax Expenses	324.1	311.93	324.1	311.93
Profit/ (Loss) for the period	892.07	718.39	923.66	718.54
Paid Up Equity Share Capital (Face Value ? 10 each fully paid up)	1,510.00	100.00	1,510.00	100.00
Other Equity	7,891.68	6,089.54	7,937.65	6,103.92
Earnings Per Share (Basic/Diluted)	7.62	6.53	7.89	6.53

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded total income of C21,740.33 Lakhs against C15,512.89 Lakhs in previous year which is 40.14 % more in the current year when compared. The Profit before tax for the year is C1247.76 Lakhs and profit after tax is C923.66 Lakhs.

Revenue from operations for the financial year 2023-24 is C21,513.53 Lakhs as against C15,340.50 Lakhs in the previous year. Since in the current year the Company has increased the revenue upto 40.24% and net profit upto 28.55%. Your directors are hopeful that the Company may be able to show better performance in coming years.

The earnings per share for the year ended March 31, 2024 is at C7.89/-. The net-worth of the Company is now standing at C9447.65 Lakhs, which is also increased in line with the increase in the other factors affecting it.

TRANSFER TO RESERVES

The Board of Directors do not propose any amount to be transferred to General Reserves for the Financial Year 2023-24.

As per the financials, the net movement in the reserves of the Company as at 31^st March, 2024 and previous year ended 31^stMarch, 2023 is as follows:

(C in Lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Surplus in Statement of Profit and Loss	5700.00	5776.34
General Reserve	327.58	356.30
Securities Premium	2460.00	-
Less: Share Issue Expenses	(549.93)	-
Total Reserves & Surplus	7937.65	6103.92

The members are advised to refer Note No. 4 as given in the financial statements which forms part of the Annual Report for detailed information.

DIVIDEND

The dividend is not recommended for this year as the Board of Directors is in favor of retaining earnings in order to finance new growth opportunities and expand its Business operations with a focus on reinvesting its earnings.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has paid dividend to all its shareholders within a prescribed time limit in previous years.

CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY.

During the year, the Company has converted from Private Limited Company to Public Limited Company for which the Company had

sought approval of the Board and Members vide their meetings dated 06^th June, 2023 and 30^th June, 2023 respectively.

Pursuant to this conversion, New Certificate of Incorporation dated 25^th August, 2023 was duly received from the Registrar of the Companies, Mumbai Maharashtra.

CHANGE IN NATURE OF BUSINESS

During the Year under review, there was no change in the nature of business of the Company or in the nature of activities carried out by the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the closure of Financial Year till the date of this report which may affect the financial position of the Company.

SHARE CAPITAL

Authorized Share Capital

As on 31^st March, 2024, the Authorized Share capital of the company stood at C20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity shares of C10/-(Rupees Ten) each.

â¢ Increase in Authorised Share Capital

During the year, the Authorised share capital of the company is increased from C 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lakhs) Equity Share of C10/-(Rupees Ten) Each to C20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of C10/- (Rupees Ten) each by creating Additional Capital of C19,00,00,000/- (Rupees Nineteen Crores only) divided into 1,90,00,000 (One Crore Ninety Lakhs) Equity Shares of C10/- (Rupees Ten) each for which the Company had sought approval of the Board and Members vide their meetings dated 06^th June, 2023 and 30^th June, 2023 respectively.

Paid up Share Capital

As on 31^st March, 2024, the issued, subscribed and paid up equity capital of the company stood at C 15,10,00,000/- (Rupees Fifteen Crores Ten Lacs Rupees Only) divided into 1,51,00,000 (One Crore Fifty-One lacs) Equity shares of C10/-(Rupees Ten) each.

â¢ Increase in Paid up Share Capital

(i) Pursuant to Bonus issue by the Company, the paid up share capital of the Company is increased from C 1,00,00,000/-(Rupees One Crore only) divided into10,00,000 (Ten Lacs) Equity Shares of C10/- (Rupees Ten) each to C11,00,00,000/-(Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lacs) Equity Shares of C10/- (Rupees Ten) each by creation of Additional Capital of C 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crores) Equity Shares of C10/- (Rupees Ten) each.

(ii) Pursuant to Initial Public Offer by the Company, the paid up share capital of the Company is increased from C11,00,00,000/- (Rupees Eleven Crores only) divided into1,10,00,000 (One Crore Ten Lacs) Equity Shares of C10/-(Rupees Ten) each to C 15,10,00,000/- (Rupees Fifteen Crores Ten Lakhs only) divided into 1,51,00,000 (One Crore Fifty-One Lacs) Equity Shares of C10/- (Rupees Ten) each by creation of Additional Capital of C4,10,00,000/- (Rupees Four Crores Ten Lacs only) divided into 41,00,000 (Fourty One Lacs) Equity Shares of C10/- (Rupees Ten) each.

BONUS ISSUE

During the Financial year, the Company has issued 1,00,00,000 (One Crore) equity shares of C10/- each amounting C10,00,00,000/-(Rupees Ten Crores Only) by way of Bonus issue in the ratio 10:1 i.e., 10 New equity shares of C10/- each fully paid up for every 1 equity shares of C10/- each capitalizing free reserves of the company to the existing shareholders of the company, the approval for Bonus issue had sought approval of the Board and Members vide their meetings dated 06^th June, 2023 and 30^th June, 2023 respectively.

SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares during the period under review.

DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights during the period under review.

EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options during the period under review.

DEBENTURES/BONDS/WARRANTS OR ANY NONCONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities.

INITIAL PUBLIC OFFER (IPO) AND CONSEQUENT LISTING OF SHARES ON SME EXCHANGE OF NSE

During the Financial Year, the Company has launched Initial Public Offer (IPO) by way of Fresh Issue of 41,00,000 Equity Shares, Face value of C10/- each for a cash price of C70/- per equity share including share premium of C60/- each on SME (Small and Medium Exchange) Platform of National Stock Exchange of India Limited (NSE Emerge) and accordingly the shares of the Company got listed w.e.f. 30^thJanuary 2024. The approval for IPO had sought from the members of the Company at their meeting held on 18^th September, 2023.

â¢ Details of Utilization of Funds Raised Through Initial Public Offer (IPO)

During the Financial year, the Company raised funds aggregating to C2870.00 Lakhs from Initial Public Offer (IPO) on SME Platform. The Company has utilized funds raised through issue for the purpose as stated in the Letter of Offer.

Details of utilization of fund as on 31^st March 2024 are as under:

(All amounts in Lakhs)

Sr. No. Original Object	Original Allocation (D In Lakhs)	Funds Utilized	Amount of Deviation/ Variation according to applicable object	Remarks
1. Funding working capital requirements	C1800/-	C1800/-	NIL	Not Applicable
2. General Corporate Purpose	C700/-	C500/-	NIL	C200/- (Amount Unutilised)- Refer Note
3. IPO Related Expenses	C370/-	C370/-	NIL	Not Applicable
Total	C2870/-	C2670/-

Note: As on 31^st March, 2024, the company had unutilised proceeds which had been temporarily invested/parked in bank accounts/ deposits. And the company is in process to utilise remaining funds fully for the stated General Corporate Purposes only.

â¢ Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of funds raised through public issue of equity shares from the objects stated in the prospectus of the Company.

A statement to that effect has also been duly filed with the Stock Exchange within the stipulated time.

DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore, there was no principal or interest outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

The Company does not have any subsidiary company at the beginning or any time during the year or at the end of the financial year 2023-24. However, the details of the Joint Venture are disclosed in AOC-1 which is forming a part of board''s report as an Annexure-I

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1), Revised Secretarial Standards on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions with related parties during the year under review as referred to in Section 188(1) of the Companies Act, 2013, were in the ordinary course of business and on arms'' length basis. Details of such material contracts/ arrangement/ transactions with related parties which may have potential conflict with the interest of the Company. Hence details of such transactions has been disclosed in terms of Section 134 of the Act in AOC-2 which is forming part of board''s report as an Annexure-II

As per the provisions of Section 188 of the Companies Act, 2013, approval of the Board of Directors is obtained for entering into related party transactions by the Company.

During the financial year under review, all the Related party transactions are disclosed in the notes provided in the financial statements which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not made any investment, given any loan or guarantee or security falling within the meaning of Section 186 of the Companies Act, 2013 and the rules made thereunder.

However, the company has following investment as on 31^st March, 2024 in its Joint Venture Company:

Sr. No. Name of the Body Corporate

Investment Value

1. Konstelec Hitech Engineers Private Limited

(CIN: U31908MH2010PTC199051)

47.00 Lakhs (4,70,000 Equity Shares of C10 each)

DEMATERIALIZATION OF EQUITY SHARES

During the year under review all the existing shares in Physical mode were dematerialized and entire shareholdings of the Company is in demat mode only.

LISTING AND DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The Company has paid Listing fees for the financial years 2023-24 and 2024-25 according to the prescribed norms & regulations.

The Company has also paid Annual Custody Fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for the financial year 2023 -24 & 2024-25.

DIRECTORS & KEY MANAGERIAL PERSONNEL(S)

Executive Directors

Mr. Biharilal Ravilal Shah-Chairman & Managing Director Mr. Amish Biharilal Shah-ExecutiveWholeTime Director Mr. Jigar Dhiresh Shah-Executive WholeTime Director

Non- Executive Directors

Mr. Ranjan Mathur-Independent Director Manisha Abhay Lalan - Independent Director Mrs. Amita Sachin Karia- Independent Director

Key Managerial Personnel(s)

Mrs. Molly Antony- Chief Financial Officer (CFO)

Ms. Shatabdi Sudam Salve- Company Secretary & Compliance Officer

â¢ Changes In Directors & Key Managerial Personnel

During the Financial year 2023-24, changes took place in the Board Composition as follows.

And Pursuant to provisions of Section 203 of the Companies Act, 2013 and rules made thereunder and in adherence to Regulation 6(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Key Managerial Personnel (s) are appointed as follows:

Sr. no	Name	Designation	Appointment/ Reappointment/ Change in Designation /Cessation	Term	Date
Key Managerial Personnel(s)
1.	Mr. Biharilal Ravilal Shah (DIN: 00337318)	Chairman cum Managing Director	Re-appointment	5 years (till 30^th June 2028)	30-06-2023
2.	Mr. Amish Biharilal Shah	Whole Time Director	Change in Designation	5 years	30-06-2023
	(DIN: 01415766)			(till 30^th June 2028)
3.	Mr. Jigar Dhiresh Shah	Whole Time Director	Change in Designation	5 years	30-06-2023
	(DIN: 10082070)			(till 30^th June 2028)
4.	Mrs. Molly Antony	Chief Financial Officer (CFO)	Appointment	NA	01-08-2023
5.	Ms. Shatabdi Sudam Salve	Compliance Officer and Company Secretary	Appointment	NA	01-08-2023
Independent Directors
6.	Ms. Manisha Abhay Lalan (DIN: 10259129)	Additional Director [to be appointed as NonExecutive Independent Woman Director]	Appointment	5 years (till 31^stJuly 2028)	01-08-2023
		Director	Change in Designation		18-09-2023
		[Non-Executive Independent Woman Director]
8.	Mr. Ranjan Mathur (DIN: 02842552)	Additional Director [to be appointed as NonExecutive Independent Director]	Appointment	5 years (till 31^stJuly 2028)	01-08-2023
		Director	Change in Designation		18-09-2023
		[Non-Executive Independent Director]
10.	Mr. Ritesh Veera (DIN: 07919959)	Additional Director [to be appointed as NonExecutive Independent Director]	Appointment	5 years (till 31^stJuly 2028)	01-08-2023
		As Additional NonExecutive Independent Director	Cessation		25-08-2023
12.	Mrs. Amita Sachin Karia (DIN: 07068393)	Non-Executive Independent Director	Appointment	5 years (till 31^stJuly 2028)	18-09-2023

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Amish Biharilal Shah (DIN:01415766), Whole Time Director of the Company is liable to retire by rotation and being eligible, seeks reappointment at the ensuing Annual General Meeting of the Company. Mr. Amish Biharilal Shah is not disqualified under Section 164(2) of the Companies Act, 2013. The Board of Directors recommends his re-appointment in the best interest of the Company.

Notice convening ensuing Annual General Meeting includes the proposal for re-appointment of aforesaid Director along with brief details of the Director as per Regulation 36 of the Listing Regulations and Clause 1.2.5 of Secretarial Standard on General Meetings.

BOARD DIVERSITY

The Board of Directors of the Company has adopted the policy on Board Diversity. The Board comprises of adequate combination of executive, non-executive and independent directors in accordance with the requirements of the Companies Act, SEBI Listing Regulations and other statutory, regulatory and contractual obligations of the Company.

The policy on Board diversity has been disclosed on the website of the Company at www.konstelec.com.

The Board has taken into consideration the versatility of knowledge, experience, financial literacy/expertise, global market awareness and other relevant factors as may be considered appropriate and the Board has formulated with mix of members to maintain high level of ethical standards.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company''s finance and other important aspects. The Familiarization Programme was arranged for Independent Directors as per the policy disclosed on the website of the Company at www.konstelec.com.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the following declarations from all the Independent Directors confirming that:

1. They meet the criteria of independence as prescribed under the provisions of the Companies Act, read with the Schedules and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

2. They have registered themselves with the Independent Director''s Database maintained by the IICA.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

The Company has also placed the Code of Conduct for Independent Directors. This Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and Companies in the institution of Independent Directors.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

The performance of the Committees was evaluated by the Board after seeking comments from the Committee members based on the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the Company for the year ended March 31, 2024, the applicable Accounting Standards had been followed and there are no departures from the same;

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are

reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31,2024 and of the profit of the Company for that year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31,2024 have been prepared on a going concern basis.

v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met Eighteen (18) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting.

The following Meetings of the Board of Directors were held during the Financial Year 2023-24:

Sr. No.	Date of Board Meeting	Board Strength	Number of Directors present	% of Attendance
1.	11-04-2023	03	03	100.00
2.	08-06-2023	03	03	100.00
3.	20-06-2023	03	03	100.00
4.	01-07-2023	03	03	100.00
5.	07-07-2023	03	03	100.00
6.	20-07-2023	03	03	100.00
7.	24-07-2023	03	03	100.00
8.	01-08-2023	03	03	100.00
9.	25-08-2023	05	05	100.00
10.	18-09-2023	06	06	100.00
11.	30-09-2023	06	04	66.67
12.	16-10-2023	06	04	66.67
13.	20-10-2024	06	04	66.67
14.	10-01-2024	06	03	50.00
15.	25-01-2024	06	03	50.00
16.	05-03-2024	06	03	50.00
17.	21-03-2024	06	03	50.00
18.	26-03-2024	06	03	50.00

Name	Designation	Nature of Directorship
Mr. Ranjan Mathur (DIN: 02842552)	Chairperson	Non-Executive Independent Director
Ms. Manisha Abhay Lalan (DIN: 10259129)	Member	Non- Executive Independent Woman Director
Mrs. Amita Sachin Karia (DIN: 07068393)	Member	Non- Executive Independent Director

BOARD COMMITTEES

The Board has constituted the following Committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

AUDIT COMMITTEE

The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Audit Committee:

Sr. No.	Name	Designation	Nature of Directorship
1.	Ms. Manisha Abhay Lalan (DIN: 10259129)	Chairperson	Non- Executive Independent Woman Director
2.	Mr. Ranjan Mathur (DIN: 02842552)	Member	Non-Executive Independent Director
3.	Mr. Amish Biharilal Shah (DIN: 01415766)	Member	Whole Time Director

The following Meetings of the Audit Committee were held during the Financial Year 2023-24:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	16.10.2023	3	3	100.00
2.	15.12.2023	3	3	100.00
3.	20.03.2024	3	3	100.00

Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company acts as the Secretary to the Committee.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

â¢ Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible;

â¢ Recommendation for appointment, remuneration and

terms of appointment of auditors of the company;

â¢ Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

â¢ Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

â¢ Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

o matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; o changes, if any, in accounting policies and practices and reasons for the same;

o major accounting entries involving estimates based on the exercise of judgment by management; o significant adjustments made in the financial statements arising out of audit findings; o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

â¢ Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

â¢ Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the draft prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

â¢ Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

â¢ Approval or any subsequent modification of transactions of the company with related parties;

â¢ Scrutiny of inter-corporate loans and investments;

â¢ Valuation of undertakings or assets of the company, wherever it is necessary;

â¢ Evaluation of internal financial controls and risk management systems;

â¢ Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

â¢ Reviewing the adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;

â¢ Discussion with internal auditors of any significant findings and follow up thereon;

â¢ Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the board;

â¢ Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

â¢ To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

â¢ To review the functioning of the whistle blower mechanism;

â¢ Approval of the appointment of a chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

â¢ Monitoring the end use of funds raised through public offers and related matters.

â¢ Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The Audit Committee shall mandatorily review the following information:

â¢ Management discussion and analysis of financial condition and results of operations;

â¢ Statement of significant related party transactions (as defined by the audit committee), submitted by management;

â¢ Management letters/letters of internal control weaknesses issued by the statutory auditors;

â¢ Internal audit reports relating to internal control weaknesses;

â¢ The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

â¢ Statement of deviations: (a) half-yearly statement of deviation(s) including the report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the draft prospectus/ notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Nomination and Remuneration Committee:

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2023-24:

All members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Nomination & Remuneration Committee are:

â¢ Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

â¢ Formulation of criteria for evaluation of the performance of independent directors and the board of directors;

â¢ Devising a policy on diversity the of the board of directors;

â¢ Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

â¢ To extend or continue the term of appointment of the independent director based on the report of performance evaluation of independent directors.

â¢ To recommend to the Board all remuneration, in whatever form, payable to senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Stakeholders Relationship Committee:

Sr.

No.

Date of Committee Meeting

Committee

Strength

Number of Members present

% of

Attendance

16.10.2023

100.00

20.03.2024

100.00

Name	Designation	Nature of Directorship
Mrs. Amita Sachin Karia	Chairperson	Non-Executive
(DIN: 07068393)		Independent Director
Ms. Manisha Abhay Lalan	Member	Non- Executive
(DIN: 10259129)		Independent Woman Director
Mr. Biharilal Ravilal Shah	Member	Non- Executive
(DIN: 00337318)		Independent Director

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2023-24:

Sr.

No.

Date of Committee Meeting

Committee

Strength

Number of Members present

% of

Attendance

20.03.2024

100.00

Maximum members of the Committee are Non-Executive Directors of the Company. The Company Secretary of the Company acts as the Secretary to the Committee.

The terms of reference of the Stakeholders Relationship Committee are:

â¢ Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

â¢ Review of measures taken for effective exercise of voting rights by shareholders;

â¢ Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

â¢ Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the company; and

â¢ To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

As on 31^st March 2024 there are no Complaints of investors are pending to be resolved.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held on Wednesday, 20^th March, 2024 to;

(i) Review the performance of non-independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the company taking into account the views of executive Directors and Non-executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present to the meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the Section 135 of the Companies Act, 2013 Company has duly constituted the Corporate Social Responsibility Committee to review and administer Policy and Expenditures of Corporate Social Responsibility.

The members of the Corporate Social Responsibility Committee are as follows:

Name	Designation	Nature of Directorship
Mr. Biharilal Ravilal Shah	Chairperson	Chairman cum
(DIN: 00337318)		Managing Director
Mr. Amish Biharilal Shah	Member	Whole Time
(DIN: 01415766)		Director
Ms. Manisha Abhay Lalan	Member	Non-Executive
(DIN: 10259129)		Independent Woman Director

The following Meetings of the Corporate Social Responsibility Committee were held during the Financial Year 2023-24:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	20.06.2023	2	2	100.00
2.	16.10.2023	3	3	100.00
3.	20.10.2023	3	3	100.00
4.	10.01.2024	3	3	100.00

GENERAL MEETINGS

During the year under review, the following General meetings were held and convened.

Sr. No.	Type of Meeting	Date of Meeting	Total Number of Members entitled to attend meeting	Number of Members present	% of Attendance
1.	Extra Ordinary General Meeting	30^th June, 2023	7	7	100.00
2.	Annual General Meeting	18^th September, 2023	10	9	90.00
3.	Extra Ordinary General Meeting	18^th December, 2023	11	10	90.91

STATUTORY AUDITORS

M/s. Shah P. M. And Associates., Chartered Accountants (Firm Registration number 131576W) a peer reviewed firm were appointed as statutory Auditors of the Company by the members at their Annual General Meeting held on 18^th September, 2023, for a term of 2 years for the Financial years 2023-24 to 202425 for conducting audit in terms of section 139 and 141 of the Companies Act, 2013, and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company. The notes forming part of the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanations under Section 134 of the Companies Act, 2013. The Report given by the Auditor on the financial statement of the Company is part of this Annual Report and it does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s K C Suthar & Co., Company Secretaries, Mumbai, a peer reviewed firm (holding Certificate of Practice bearing No. 4075), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31^stMarch, 2024 is annexed herewith marked as "Annexure - III" in ''Form No. MR-3'' and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark which needs any explanation or comments of the Board.

INTERNAL AUDITOR

Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization''s risk management, internal control and governance processes.

The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a risk based internal audit approach.

The Company has appointed M/s SMCA Advisors and Consultants Private Limited (CIN: U741110MH1995PTC092719) as the Internal Auditor of the Company for the financial year 2023-24 for conducting Internal audit of systems and processes, providing of observations, impact and recommendation to strengthen the internal control framework and advise on internal control process gaps of the company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 related to maintenance of cost records is not applicable to the Company for the Financial Year 2023-24.

RISK MANAGEMENT AND GOVERNANCE

The Company has clearly defined systems to manage its risks within acceptable limits by using risk mitigating techniques and have framed a mechanism for timely addressing key business challenges and leveraging of business opportunities.

A robust internal financial control system forms the backbone of our risk management and governance. In line with our commitment to provide sustainable returns to our stakeholders, risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY:

During the Year under review the Board has made the total expenditure under CSR of C12.96 Lakhs for F.Y. 2023-24 whereas the total Amount required to be spent was C12.56 Lakhs for the financial year 2023-24.

The detailed Report on CSR Activities as per Annexure-IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2023-24, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING 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 given below:

A. Conservation of energy

The Company is making all efforts to conserve energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance/upgradation of energy saving devices.

The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.

A. Conservation of energy

i. The steps taken or impact on conservation of energy:

a. Shutting off the lights and systems when not in use.

b. Minimizing the usage of papers.

ii. Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

iii. The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo:

i. Foreign Exchange Earnings: C48.84/- (In Lakhs)

ii. Foreign Exchange Outgo: C0.54/- (In Lakhs)

iii. Advance to Supplier: NIL

CORPORATE GOVERNANCE

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Emerge Platform of NSE and by virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 ("LODR") the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

ANNUAL RETURN

The extracts of Annual Return [MGT-9] pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company and can be accessed at www.konstelec.com

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board has adopted Vigil Mechanism/Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements, incorrect or misrepresentation of any financial statements. The policy provides for adequate safeguards against victimization of employees and Directors of the Company.

The Vigil Mechanism/Whistle Blower Policy is available on the Company''s website at www.konstelec.com

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board has adopted Code of conduct for board of directors and senior management personnel as per the provisions of

Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides code of conduct for the board of directors of the Company ("Board") and the senior management personnel of the Company (i.e. one level below, the executive directors, and functional heads) ("Senior Management Personnel") for conduct the business of the Company with integrity, fairness and transparency and meet the expectations of statutory and regulatory authorities, and progressively enhance the scope of this Code to align the conduct with the expectations of shareholders, other stakeholders and the society at large.

The Code of conduct for board of directors and senior management personnel is available on the Company''s website at www.konstelec.com

POLICY FOR DETERMINATION OF MATERIALITY

The board has adopted a policy to determine materiality of event and information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events/ information specified in para A and B of Part A of Schedule III of the Listing Regulations to the Stock Exchange and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

The policy for determination of materiality is available on the Company''s website at www.konstelec.com

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and in compliance of Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Employees of the Company in order to pay equitable remuneration to Directors, KMPs and other Employees of the Company and it includes the criteria for determining qualifications, positive attributes, independence of a Director.

The Company''s remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice. The Remuneration policy is available on the Company''s website at www.konstelec.com

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

It provides for the authority under which the disposal/destruction of documents and records after their minimum retention period can be carried out. The policy also deals with the retention and archival of corporate records of the Company. The policy provides guidelines for archiving of corporate records and documents as statutorily required by the Company.

The policy on Preservation and Archival of Documents is available on the Company''s website at www.konstelec.com

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the SEBI (Prohibition of InsiderTrading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/ her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The Code of conduct for Prevention of Insider Trading is available on the Company''s website at www.konstelec.com

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of Unpublished Price Sensitive Information.

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Company''s website at www.konstelec.com

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

Your Company has always provided a safe and harassment free workplace for every individual especially for women in its premises through various policies and practices. Your Company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder. There was no complaint received by the Company during the financial year 2023-24 under the aforesaid Act.

SYSTEM DRIVEN DISCLOSURE

SEBI, vide circular dated 1^st December, 2015 had introduced System Driven Disclosures in securities market detailing the procedure to be adopted for its implementation with effect from 1^st January, 2016. As specified in SEBI circular dated 1^st December, 2015 the system is being implemented in phases and in the first phase, the disclosures of promoter/promoter group under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,

2011 and SEBI (Prohibition of Insider Trading) Regulations, 2015 have been implemented.

The Company has duly appointed National Securities Depository Limited (NSDL) as Designated Depository to maintain the details as required by SEBI.

STRUCTURED DIGITAL DATABASE

SEBI, vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept of Structured Digital Database which came into effect from 1^st April, 2019. As per Regulation 3(5) of SEBI (PIT) Regulations, 2015, the Board of Directors or head(s) of the organisation required to maintain Structured Digital Database.

As per Regulation 3(2A) of the PIT Regulations, 2015, an intermediary/ fiduciary /other entity shall maintain a separate Structured Digital Database internally, for recording details of:

â¢ The UPSI shared and persons with whom such UPSI is shared;

â¢ The UPSI shared and the persons who have shared such UPSI with the intermediary/ fiduciary / entity.

The company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

PARTICULARS OF REMUNERATION TO EMPLOYEES

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V.

GENERAL NOTICE AND DISCLOSURES

Date, Time and Venue of the AGM	Monday, 16^th September, 2024. at 11:00 AM (IST) through VC / OAVM mode. The venue of the Meeting shall be deemed to be the Registered office of the Company
Registrar & Share Transfer Agent	Skyline Financial Services Private Limited (CIN: U74899DL1995PTC071324) D-153A, First Floor Okhla Industrial Area, Phase-I, New Delhi-110020, Delhi India
Financial Year	2023-24
Date of Book Closure	10^th September 2024 to 16^th September, 2024 (both days inclusive)
Listing on Stock Exchange	National Stock Exchange of India Limited -SME Platform
Symbol	KONSTELEC
ISIN	INE0QEI01011

HUMAN RESOURCE DEVELOPMENT

Our Company believe that our employees are key contributors to our business success and its ability to maintain growth depends to a large extent on our strength in attracting, training, motivating and retaining employees. We focus on attracting and retaining the best possible talent. Our Company looks for specific skill-sets, interests and background that would be an asset for its kind of business. As on March 31, 2024 our Company has 1569 employees on payroll.

Our manpower is a prudent mix of the experienced and youth which gives us the dual advantage of stability and growth. Our work processes and skilled resources together with our strong management team have enabled us to successfully implement our growth plans. Also we hire contract labour at our site as per the requirement. The Company has tie ups with skilled and semiskilled manpower suppliers across the country.

A continuous effort is being made by the management to make the Company a great place of work by providing a platform to employees where they feel empowered and engaged. We always strive for continuous improvement and believe in our strong foundation which gets reflected in our values and systems.

REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL

During the financial year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy required to conduct operations in such a manner, so as to ensure safety of all concerned compliances, environmental regulations and preservation of natural resources.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the Clients, Dealers, and other business associates, regulatory and Government authorities for their continued support and contribution to the Company''s growth. The Directors also wish to express their appreciation for the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Board appreciates the precious support provided by the Auditors and Consultants. The Company will make every effort to meet the aspirations of its Shareholders. For and on behalf of

For and on behalf of M/s Konstelec Engineers Limited

Biharilal Ravilal Shah Amish Biharilal Shah

Chairman cum Managing Director Wholetime Director

DIN: 00337318 DIN: 01415766

Date:27/06/2024 Place: Mumbai

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Directors Report of Konstelec Engineers Ltd.

FINANCIAL HIGHLIGHTS

(Rs. In Lakhs except per share)

COMPANY OVERVIEW

FINANCIAL PERFORMANCE

TRANSFER TO RESERVES

(Rs. in Lakhs)

DIVIDEND

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

CHANGE IN NATURE OF BUSINESS

MATERIAL CHANGES AND COMMITMENTS

SHARE CAPITAL

Authorized Share Capital

Paid up Share Capital

BONUS ISSUE

SWEAT EQUITY SHARES

DIFFERENTIAL VOTING RIGHTS

EMPLOYEE STOCK OPTIONS

DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO)

(All amounts in INR Lakhs)

â¢ Statement of Deviation or Variation

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

REVISED SECRETARIAL STANDARDS

RELATED PARTY TRANSACTIONS

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

DEMATERIALIZATION OF EQUITY SHARES

LISTING AND DEPOSITORY FEE

DIRECTORS & KEY MANAGERIAL PERSONNEL(S)

Executive Directors

â¢ Changes In Directors & Key Managerial Personnel(s)

â¢ Proposed Change in Designation of Mr. Amish Biharilal Shah:

â¢ Proposed Change in Designation of Mr. Biharilal Ravilal Shah:

RETIREMENT BY ROTATION

BOARD DIVERSITY

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

DECLARATION BY INDEPENDENT DIRECTORS

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

ANNUAL EVALUATION

DIRECTORS RESPONSIBILITY STATEMENT

BOARD MEETINGS

NOMINATION AND REMUNERATION COMMITTEE

STAKEHOLDERS RELATIONSHIP COMMITTEE

SEPARATE MEETING OF INDEPENDENT DIRECTORS

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

PROJECT REVIEW COMMITTEE

GENERAL MEETINGS

STATUTORY AUDITORS

AUDITORS REPORT

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

INTERNAL AUDITOR

INTERNAL FINANCIAL CONTROLS

MAINTENANCE OF COST RECORDS

RISK MANAGEMENT AND GOVERNANCE

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conservation of energy

i. The steps taken or impact on conservation of energy:

ii. Steps taken by company for utilizing alternate source of energy:

iii. The Capital Investment on energy conservation equipment:

B. Technology absorption:

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

POLICY FOR DETERMINATION OF MATERIALITY

NOMINATION AND REMUNERATION POLICY

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

CODE OF PRACTICES & PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, ANDREDRESSAL) ACT, 2013

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

SYSTEM DRIVEN DISCLOSURE

STRUCTURED DIGITAL DATABASE

PARTICULARS OF REMUNERATION TO EMPLOYEES

GENERAL NOTICE AND DISCLOSURES

MANAGERIAL REMUNERATION:

â¢ Waiver of Recovery of Excess Managerial Remuneration Paid to Managing Director and WholeÂ¬Time Directors:

â¢ Proposal for Increase in Overall Limit of Managerial Remuneration:

HUMAN RESOURCE DEVELOPMENT

REPORTING OF FRAUDS

â¢ Statement of Deviation or Variation

â¢ Changes In Directors & Key Managerial Personnel(s)

â¢ Proposed Change in Designation of Mr. Amish Biharilal Shah:

â¢ Proposed Change in Designation of Mr. Biharilal Ravilal Shah:

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY:

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

â¢ Waiver of Recovery of Excess Managerial Remuneration Paid to Managing Director and WholeÂ¬
Time Directors:

â¢ Proposal for Increase in Overall Limit of Managerial Remuneration:

For and on behalf of Board
M/s Konstelec Engineers Limited