Konstelec Engineers Ltd Auditor Reports

To the Members of Konstelec Engineers Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Konstelec Engineers Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit, and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Emphasis of Matter

The management has computed unbilled receivables using the percentage of completion method, where revenue is recognized based on the stage of completion of the contract activity. The stage of completion is determined by comparing costs incurred to date with the estimated total costs of a contract. The determination of revenues under this method involves making estimates by management. Contract assets and unbilled revenue are recognized when there is an excess of revenue earned and/or accrued over billings on contracts. Contract assets are classified as unbilled receivables and unbilled revenue is included in Revenue (pending only invoicing) when there is an unconditional right to receive cash, and only the passage of time is required, as per contractual terms. We have relied solely on managements estimates for the total costs and estimated project margin. We have performed audit procedures specifically addressing these matters, as described in the Key Audit Matter section below.

These matters are of such importance that they have been disclosed in note 2.1 vii and 18 to the standalone financial statements and have been subjected to specific audit procedures. However, we emphasize that our opinion on the standalone financial statements is not modified with respect to these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying standalone financial statements.

Revenue recognition

The Key Audit Matter	How the Key Audit Matter was addressed in our audit
Revenue from works contracts represents significant amount of the total revenue from operations of the Company.	In view of the significance of the matter we applied the following audit procedures:
	a) Assessed compliance of the Companys policies in respect of revenue recognition with the applicable accounting standards;
Revenue from these contracts is recognized on satisfaction of the performance obligations over a period of time and in accordance with the requirements of relevant accounting standards.	b) Evaluated the design and implementation and tested operating effectiveness of key internal controls around revenue recognition and recording of contract costs;
Revenue recognition involves significant estimates related to measurement of costs for completion, valuation of claims and penalties / liquidated damages and in turn evaluation of the related receivables and liabilities at each reporting date. Penalties / liquidated damages specified in the contracts are inherent in the determination of transaction price and forms part of variable consideration.	c) Selected a sample of contracts to test, based on the below mentioned criteria:
Overstatement of revenue is considered to be a significant audit risk as revenue is the key driver of returns to investors and incentives linked to performance for a reporting period.	- significant revenue recognised during the year; or
Due to significant judgment involved in the estimation of the total revenue, costs to complete and the revenue that should be recognized and significant audit risk of overstatement, we have considered measurement of contract revenue as a key audit matter.	- significantly high, low or
	- negative profit margins
	d) For these selected contracts, we have assessed the estimated costs to complete, variations in contract price and contract costs and the adequacy of provision for penalties / liquidated damages arising from customer disputes. This assessment included:
	- verification / reviewed the executed version of contracts and amendments for key terms and milestones to verify the estimated to revenue and costs to complete and / or any changes thereto;
	- compared costs incurred with Companys estimates of costs incurr to date to identify significant variation and evaluated whether the variations have been considered appropriately in estimating the remaini costs to complete the contracts;
	- appropriate cut-off procedures for determination of revenue in t correct reporting period;
	- compared revenue recorded during the year with the underlyi contracts, milestones achieved and invoices raised on the customers;
	- inquiries with the project and commercial departments about significa changes to estimated total revenue and costs to complete and settleme and recoverability of contract related receivables; - sighted the correspondence with customers around recoverability

Recoverability of Trade Receivables

The Key Audit Matter	How the Key Audit Matter was addressed in our audit
1. Trade Receivables include an amount receivable from KEPL EPC Nigeria Limited (Related Party of the Company incorporated in Nigeria) The significant balance of this receivable raises concerns regarding recoverability and potential implications on the financial position of the company.	1. Our audit procedures included the following:
	• Examined managements assessment of recoverability of receivables
	• During the year the Company has recovered partial dues
	• Obtained confirmation from KEPL EPC Nigeria Limited
	• Obtained representations from management regarding the recoverability of the outstanding amount which states that the amount is outstanding due to restrictions on ovement in foreign exchange in Nigeria which once eases out, the payments will be recovered
2. Trade Receivables include an amount receivable from BCPL. The amount outstanding is held by BCPL and this significant balance of this receivable raises concerns regarding recoverability and potential implications on the financial position of the company.	2. Our audit procedures included the following:
	• Examined managements assessment of recoverability of receivables
	• Examined Companys mail communications with BCPL
	• Obtained representations from management regarding the recoverability of the outstanding amount which states that the Company is in settlement stage with BCPL which once settled, the payments will be recovered

Other Information

The Companys board of directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board of Directors Report including Annexures to Board of Directors Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the such other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. The Management Discussion and Analysis, Board of Directors Report including Annexures to Board of Directors Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholders Information are not made available to us at the date of this auditors report. We have nothing to report in this regard.

Responsibility of Management for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2021 specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the companys financial reporting process. Auditors Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Accounting Standards) Rules, 2021 specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2025, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the Company had passed special resolution in extra ordinary general meeting dated December 18, 2023 to increase the overall limit of maximum remuneration payable to the managing director and whole time directors of the Company in respect of any financial year upto 25% of the net profits of the Company from the existing limit of 11%. The remuneration paid by the Company to its directors during the year is above the overall limit of 25%, for which the Company will take approval of the shareholders by passing a special resolution in the ensuing general meeting.

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 25 to the standalone financial statements;

ii. The Company has made provision as required under applicable law or accounting standards for material foreseeable losses. Refer Note 9 to the Standalone Financial Statements. The Company did not have any long-term derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv.

a. The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b. The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

v. The Board of Directors of the Company have not proposed any dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. The audit trail has been preserved by the Company in the accounting software as per the statutory requirements for record retention.

Annexure 1

Referred to in paragraph 1 of under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date

(i)

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment except for some Property, Plant and Equipment whose records are not maintained.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

(b) Property Plant and Equipment have not been physically verified by the management during the year, hence, we are unable to comment on the discrepancies, if any.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the company.

Title deeds of immovable property taken on lease by the Company not held in the name of the company:

Relevant line item in the Balance sheet	Description of item of property	Gross	Title deeds held in the name of	Whether title deed holder is a promoter, director or relative of promoter/ director or employee of promoter / director	Property held since which date	Reason for not being held in the name of the company
Others	Property taken on lease by Company	NA (Refer note 1 below)	Amish Shah	Director/Promoter	01 October 2012	Agreement between the company and the director/ promoter is not yet prepared
Others	Property taken on lease by Company	Refer Note 2 below

Note 1: The Company has taken property on lease from Director/Promoter and paying rent. Therefore Gross carrying value of the property is not disclosed in above table.

Note 2: The Company has taken several properties on lease from various parties at various sites of the Company. The Company is of the opinion that it is not possible for the Company to execute each and every lease agreement and therefore in most of the cases, the lease contract is not formal or not executed in favour of lessee or not executed in any other manner.

(d) The Company has not revalued its Property, Plant and Equipment or intangible assets during the year ended March 31, 2025.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

(iv)

(a) The Companys business does not require maintenance of inventories and, accordingly, the requirement to report on clause 3(ii)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of account of the Company, except in cases where the amounts have been updated in books post submission of quarterly returns or statement.

(v)

(a) During the year the Company has not provided any loans, advances in the nature of loans, not stood guarantee, not provided security to companies, firms, Limited Liability Partnerships or any other parties except staff loans and Capital Advance. Accordingly, the requirement to report on clause 3(iii)

(a) of the Order is not applicable to the Company.

(b) During the year, foreign joint venture Company in Saudi Arabia called Precision Innovation Co. Ltd (Daqat Al-Ibtikar) is incorporated. The Company has subscribed to share capital of foreign joint venture amounting to Rs.11.39 lakhs. Actual payment towards the outstanding share capital is pending as on March 31, 2025 and therefore it is accounted as liability outstanding as on March 31, 2025. The Investment made during the year is prima facie, not prejudicial to the Companys interest. During the year the Company has not provided guarantees, not given security and not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties except staff loans and Capital Advance. Accordingly, the requirement to report on clause 3(iii) (b) of the Order is not applicable to the Company.

(c) The Company has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties except staff loans and Capital Advance. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.

(d) The Company has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties except staff loans and Capital Advance. Accordingly, the requirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.

(e) There were no loans or advance in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties except staff loans and Capital Advance. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.

(f) The Company has not granted loans and advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties except staff loans and Capital Advance. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(vi) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not given any loans, or provided any guarantee or security as specified under Section 185 of the Companies Act, 2013 and the Company has not provided any loan, guarantee or security as specified under Section 186 of the Companies Act, 2013. Further, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to investments made.

(vii) The Company has neither accepted any deposits from public nor accepted any amounts which are deemed to be deposits within the meaning of section 73 to 76 of the Companies Act, 2013 and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(viii) According to the information and explanations given to us, the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies, Act 2013 for the business activities carried out by the Company. Accordingly, the requirement to report on clause 3(vi) of the Order is not applicable to the Company.

(ix)

(a) Undisputed statutory dues including Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, cess and any other material Statutory Dues applicable to it have not generally been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and based on audit procedures performed by us, there are no statutory dues referred to in sub clause (a) above that have not been deposited on account of any dispute except for disputed dues of Goods and Service tax, Income-tax, Sales-tax, Value Added Tax and cess as disclosed in Annexure A to this report.

(x) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

(xi)

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us and to the best of our knowledge and belief, in our opinion, term loans availed by the Company were applied during the year for the purpose for which the loans were obtained, other than temporary deployment pending application of proceeds.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds raised on short term basis do not seem to have been utilized for long term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its joint venture.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its joint venture.

(xii)

(a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

(b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

(xiii)

(a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us, there are no whistle blower complaints received by the Company during the year.

(xiv) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the transactions with the related parties are in compliance with section 177 and section 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards.

(xvi)

(a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xvii) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

(xviii)

(a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xix) The Company has not incurred cash losses in the current and in the immediately preceding financial year.

(xx) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xxi) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xxii) In our opinion and according to the information and explanations given to us, following details are provided with respect to Section 135 of the Companies Act 2013 for reporting of clauses 3(xx)(a) and 3(xx)(b) of the Order:

Amount in lakhs

Particulars	For the year ended 31 March 2025	Cumulative of previous years till 31 March 2024
Amount required to be spent by the company for “other than Ongoing Projects”	18.56	104.18
Unspent amount of above	NIL	4.86
Amount Transferred to Fund specified in Schedule VII to the Act	-	-
Due date of transfer to the specified fund*	NA	*
Actual date of transfer to the specified fund	NA	**
Number of days of delay	NA	*

* Due date to transfer such unspent amount of other than Ongoing Projects to a fund specified in Schedule VII, within a period of six months of the expiry of the financial year, is effective from 22 January 2021.

**As represented by the management of the Company, the Company had not transferred unspent amount of Rs.61.74 Lakhs till 31 March 2022 to Fund specified in Schedule VII to the Act within due date, but Rs.56.41 Lakhs has been spent mainly for education of weaker section in Financial year 2022-23. As represented by the management of the Company, the Company had not identified any ongoing projects for spending on CSR activities.

Annexure 2 to the Independent Auditors Report on the standalone financial statements of Konstelec Engineers Limited for the year ended March 31, 2025

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Konstelec Engineers Limited (“the Company”) as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025, based on the internal control with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

A Companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Annexure A

Details of disputed amounts payable in respect of statutory dues in arrears as at March 31, 2025:

Name of the Statute	Nature of Dues	Amount involved (Rs. in lakhs)	Period to which amount relates	Forum where the dispute is pending
Income Tax Act, 1961	Income Tax	13.41	Assessment Year 2009-10	Assistant Commissioner of Income Tax
Income Tax Act, 1961	Income Tax	84.63	Assessment Year 2010-11	Assistant Commissioner of Income Tax
Income Tax Act, 1961	Income Tax	0.50	Assessment Year 2012-13	Assistant Commissioner of Income Tax
Income Tax Act, 1961	Income Tax	2.63	Assessment Year 2013-14	Commissioner of Income Tax (Appeals)
Income Tax Act, 1961	Income Tax	1.38	Assessment Year 2018-19	Assistant/ Deputy Commissioner of Income Tax
Income Tax Act, 1961	Income Tax	22.36	Assessment Year 2020-21	Centralized processing center
Income Tax Act, 1961	Income Tax	11.16	Assessment Year 2023-24	Centralized processing center
Goods and Services Tax, 2017	Good and Services Tax	5.50	Financial Year 2020-21	21AAACK2747D1Z4-Odisha Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	14.43	01 July 2017 to 31 March 2018	08AAACK2747D1ZS- Rajasthan Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	11.86	Financial Year 2021-22	37AAACK2747D1ZS-Andhra Pradesh -Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	150.92	Financial Year 2019-20	27AAACK2747D1ZS- Maharashtra- Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	0.57	Financial Year 2020-21	19AAACK2747D1ZP West Bengal Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	13.42	Financial Year 2020-21	33AAACK2747D1ZZ Tamilnadu Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	19.73	Financial Year 2019-20	33AAACK2747D1ZZ Tamilnadu Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	5.63	July17-Mar18	22AAACK2747D1Z2 Chattisgarh Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	1.47	Financial Year 2018-19	22AAACK2747D1Z2 Chattisgarh Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	1.47	Financial Year 2018-19	22AAACK2747D1Z2 Chattisgarh Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	9.94	Financial Year 2019-20	22AAACK2747D1Z2 Chattisgarh Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	3.67	Financial Year 2021-22	37AAACK2747D1ZS-Andhra Pradesh -Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	2.78	Financial Year 2017-18	09AAACK2747D1ZQ Uttar Pradesh Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	10.29	Financial Year 2018-19	09AAACK2747D1ZQ Uttar Pradesh Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	24.50	Financial Year 2019-20	10AAACK2747D2Z6 Bihar Jurisdictional Officer
Goods and Services Tax, 2017	Good and Services Tax	27.83	Financial Year 2017-18	02AAACK2747D1Z4 Himachal Pradesh Jurisdictional Officer
Finance Act, 1994	Service Tax	0.10	Financial Year 2015-16	Joint Commissioner CGST & Central Excise Mumbai East Commissionerate
Total		440.18

For SHAH P M AND ASSOCIATES

Chartered Accountants

ICAI Firm Registration No: 131576W

per MAULIN Y. SHAH

Partner

Membership No: 137282

UDIN: 25137282BMHYEG4041

Place: Mumbai

Date: 20 May 2025