Konstelec Engineers Ltd Directors Report

DEAR SHAREHOLDERS,

KONSTELEC ENGINEERS LIMITED (the Company)

The Board of Directors of Konstelec Engineers Limited (Konstelec or the Company), are pleased to present the 31 st Annual Report along with the Audited Financial Statements for the Financial Year ended 31 st March 2026.

Over the past three decades, the Company has grown into a trusted name in the industry, consistently delivering excellence and innovation. This milestone year reflects the Companys 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- centricity. 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 31 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 dont just complete projects—we 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.

DIRECTORS REPORT

1 .HIGHLIGHTS OF FINANCIAL RESULTS:

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.

Particulars	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	21038.16	19370.68	21038.16	19370.68
Other Income	232.53	195.02	232.53	194.47
Total Income	21270.69	19565. 70	21270.69	19,565.15
Operating Expenses	7262.29	7438.15	7262.29	7,438.15
Employees\u2019 Benefit expenses	3244.82	3,256.03	3235.50	3,256.03
Finance Cost	994.89	731.44	994.89	731.44
Depreciation and Amortization expenses	176.95	109.22	176.95	109.22
Other Expenses	8584.22	7,362.35	8572.83	7,361.79
Total Expenses	20263.42	18,897.19	20242.26	18,896.63
Profit/ (Loss) Before Exception Item	1007.84	668.51	1028.43	668.52
Exception Item	NIL	NIL	NIL	NIL
Less: Provision for Loss in Joint Venture	NIL	NIL	NIL	(47.00)
Profit/ (Loss) After Exception Item	1007.84	668.51	1028.43	621.52
Tax Expenses	279.19	193.79	279.19	193.79
Profit/ (Loss) for the period	728.65	474.72	749.24	427.73
Earnings Per Share (Basic/Diluted)	4.83	3.14	4.96	2.83

2. COMPANYS PERFORMANCE AND OUTLOOK:

During the year under review, the Company recorded a total income of Rs. 21,270.69 Lakhs (Standalone) compared to Rs. 19,565.15 Lakhs (Standalone) in the previous year, reflecting an 8.72% increase . (Standalone) The Company continued to demonstrate resilience by delivering a Profit Before Tax (PBT) of Rs. 1,028.43 (Standalone) Lakhs and a Profit After Tax (PAT) of Rs. 749.24 Lakhs. ( Standalone) These results reflect the Companys ability to navigate business challenges while maintaining financial stability and pursuing its long-term growth objectives.

In terms of operational performance, the Company recorded revenue from operations of Rs. 21,038.16 Lakhs (Standalone) during the financial year 2025-26, as against Rs. 19,370.68 Lakhs (Standalone) in the previous year, representing an 8.61% increase. (Standalone) This growth reflects the Companys continued focus on strengthening its operational capabilities, improving resource efficiency, and executing strategic initiatives aimed at enhancing overall performance. The Company remains committed to a forward-looking approach that supports sustainable growth and long-term value creation.

The Earnings Per Share (EPS) for the year ended March 31, 2026, stood at Rs. 4.96, (Standalone) underscoring the Companys commitment to enhancing shareholder value. Additionally, the Companys net worth increased to Rs. 10,615.38 Lakhs, (Standalone) compared to the previous year, reflecting its continued financial strength and resilience.

Your directors remain optimistic about the Companys prospects and expect improved performance in the coming years. With a strong financial foundation, strategic focus, and commitment to operational excellence, the Company is well-positioned to capitalize on emerging opportunities and deliver sustainable long-term growth.

3. STATE OF COMPANYS AFFAIRS

During the Financial Year 2025-26, the Company continued to strengthen its position in the Engineering, Procurement and Construction (EPC) sector by executing electrical, instrumentation and automation projects across diverse industries including refineries, oil & gas, steel, power, ports, pharmaceuticals, cement, commercial establishments and data centres.

During the year, the Company secured and executed several prestigious projects from reputed public and private sector clients. One of the significant ongoing assignments is the Electrical Works for the Numaligarh Refinery Expansion Project for Numaligarh Refinery Limited, having a contract value of approximately T80.85 crore.

Our diversified order book provides healthy revenue visibility and reflects the confidence reposed by customers in the Companys technical expertise, execution capabilities and commitment to quality.

During the financial year, the Company also successfully completed several engineering and project execution assignments and continued to achieve milestones in major ongoing projects through timely execution, adherence to quality standards and a strong focus on safety.

The Directors are confident that the Companys robust order pipeline, experienced management team, skilled workforce and strong client relationships will enable it to sustain its growth trajectory and create long-term value for all stakeholders.

4. TRANSFER TO RESERVES

The Company has not transferred any amount out of the Current years profits to the General Reserve of the Company.

5. DIVIDEND

In view of the Companys strategic focus on identifying, executing, and successfully implementing key business projects across its operating verticals, the Board of Directors has prioritized the conservation of funds to support these long-term initiatives. To ensure sustainable growth in assets and revenue, and to strengthen the Companys financial position for future opportunities, it is deemed prudent to retain earnings for reinvestment.

Accordingly, the Directors have not recommended any dividend for the Financial Year 2025-26. This decision is aligned with the Companys commitment to enhancing long-term shareholder value through strategic expansion and sound financial management.

6. 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.

7. CHANGE IN NATURE OF BUSINESS

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

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(l) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year of the Company to which the Financial Statements relate and to the date of Report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant or material orders passed by any regulator, court, tribunal, or statutory authority during the reporting period that would impact the Companys going concern status or its future operations.

10. SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

As on 31st March 2026, 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 31st March 2026, 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(l)(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(l)(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 non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities.

11. PUBLIC DEPOSITS

During the year, your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013. However, the Company has accepted unsecured loans from its members and in compliance with Rule (2) (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

During the year under review, the Company also accepted unsecured loans from the relatives of the Directors in tranches for business purposes along with a declaration in writing from him/her to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others.

12. DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

A. SUBSIDIARY:

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 2025-26.

B. ASSOCIATE AND JOINT VENTURE COMPANY:

As on March 31 st , 2026, the Company has an Associate Company namely Konstelec Hitech Engineers Private Limited (CIN: U31908MH2010PTC199051) having its registered office in Mumbai.

The Associate company, Konstelec Hitech Engineers Private Limited, was struck off by the Registrar of Companies pursuant to Section 248(5) of the Companies Act, 2013 vide STK-7 Notice No. STK-7/001244/2026 dated 19 May 2026. Accordingly, the company stood dissolved with effect from 19 May 2026. The financial information disclosed above pertains to the period during which the company existed during FY 2025-26

As on March 31 st , 2026, the Company has 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.

Particulars	Opening Balance	Repaid during the Year	Addition during the Year	Closing Balance
Amish Shah	734474.96	39769025	41100000	2065449.96
Biharilal. Shah	584881.65	8147273	7859838	297446.65
Jigar Shah	NIL	45889763	46700000	810237
TOTAL	1319356.61	93806061	95659838	3173133.61

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

13.SECRETARIAL STANDARDS

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

14.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. The details of such transactions have been disclosed in terms of Section 134 of the Act in AOC-2 which is forming part of boards report as an Annexure-III

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

The Disclosures as per Accounting Standard (AS- 18), issued by the Institute of Chartered Accountants of India, Related Party Disclosures as notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in Note No 30 -forming part of the Standalone Financial Statements.

The Companys Policy on materiality of related party transactions and on dealing with related party transactions is available on the Companys website at

Your directors remain optimistic about the Companys prospects and expect improved performance in the coming years.

With a strong financial foundation, strategic focus, and commitment to operational excellence, the Company is well-positioned to capitalize on emerging opportunities and deliver sustainable longterm growth.

15.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 31st March 2026 in its Associate/Joint Venture Company:

Sr No Name of the Bod y Corporate	Investment Value	Details
1. *Konstelec Hitech Engineers Private Limited (CIN: U31908MH201 0PTC199051)	47.00 Lakhs	4,70,000 Equity Shares of Rs. 10 each
1. Degat Alebtikar Co. Ltd , a Limited Liability Company, Saudi Arabia Commercial Registration No.: 2055161804	12.00 Lakhs (Approx.)	SAR 50,000 represent 50% of the Share capital i.e. 50 shares valued at SAR 1000 each
Date of Incorporation: 17 th February, 2025

*The Associate company, Konstelec Hitech Engineers Private Limited, was struck off by the Registrar of Companies pursuant to Section 248(5) of the Companies Act, 2013 vide STK-7 Notice No. STK-7/001244/2026 dated 19 May 2026. Accordingly, the company stood dissolved with effect from 19 May 2026. The financial information disclosed above pertains to the period during which the company existed during FY 2025-26

16. DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

COMPOSITION OF BOARD OF DIRECTORS:

The composition of Board of Directors of the Company as on March 31, 2026, is as follows:

Sr. DIN No	Name	Designation	Category
	Executive Directors
1 00337318	Biharilal Ravilal shah	Chariman - Whole-time director	Promoter
2 01415766	Amish Biharilal Shah	Managing Director	Promoter
3 10082070	Jigar Dhiresh Shah	CEO - Whole-time director	Promoter
Non-Executive Directors
4 02842552	Ranjan Mathur	Director	Independent
5 10259129	Manisha Abhay Lalan	Director	Independent Woman Director
6 07068393	Amita Sachin Karia	Director	Independent Woman Director

The Company has received a Declaration in Form DIR-8 from all the Directors stating that they are not disqualified under section 164 of the Companies Act, 2013. The Company has also received Form MBP-1 from all the Directors under Section 184 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL (KMP):

The key managerial personnel(s) of the Company as on March 31, 2026, is as follows:

Sr No Name	Designation
1 Jigar Dhiresh Shah	Chief Executive Officer
2 Hardik Maheshbhai Sarvaiya	Chief Executive Officer
3 Shatabdi Sudam Salve	Company Secretary

CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL(S)

During the financial year 2025-26, there were changes in the Board composition of the Company.

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

• The Board of Directors, at its meeting, approved the re-designation of Amish Biharilal Shah from Whole-Time Director to Managing Director and of Biharilal Ravilal Shah from Chairman cum Managing Director to Chairman and Whole-Time Director of the Company, for a period of five (5) years commencing from 4th September, 2025 to 3rd September, 2030, subject to the approval of the shareholders at the Annual General Meeting held on 26th September, 2025 and other applicable statutory approvals.

• Pursuant to the above re-designation, Mr. Biharilal Ravilal Shah ceased to hold the office of Managing Director and continues to provide strategic guidance and leadership to the Board in his capacity as Chairman and Whole-Time Director.

EVENTS HAPPENED AFTER CLOSING OF FINANCIAL YEAR:

• During the year under review, Ms. Shatabdi Salve, Company Secretary and Compliance Officer of the Company, resigned from her position with effect from the close of business hours on 30th May 2026.

The Board of Directors places on record its appreciation for the valuable contributions made by Ms. Shatabdi Salve during her tenure with the Company.

Subsequently, Ms. Deekchha Sanjay Pandey was appointed as the Company Secretary and Compliance Officer of the Company with effect from 1st June 2026.

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. Biharilal Ravilal shah (DIN: 00337318), as an Chairman cum Whole-Time Director 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. Biharilal Ravilal 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.

17. BOARD DIVERSITY

The Board of Directors of the Company has adopted the policy on Board Diversity. The Board comprises of adequate combination of executive & nonexecutive 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 .

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.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Recognizing the pivotal role of its Independent Directors in shaping the Companys 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 .

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations and disclosures from the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and disclosing their interest in form MBP-1.

Further, all Independent Directors of the Company have submitted declarations confirming that:

1. The disqualifications mentioned under sections 164, 167 and 169 of the Companies Act, 2013 do not apply to them.

2. They have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as applicable.

3. They have registered themselves with Independent Directors Database of The Indian Institute of Corporate Affairs (IICA) and have cleared the online proficiency test of IICA, as applicable.

4. They are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; and

The Board of the Company has taken the disclosures and declarations on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel.

20.ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, performance evaluation was carried out as under:

Board of Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors was satisfactory.

Committees of the Board of Directors

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act read with the Rules made thereunder and SEBI LODR Regulations

Independent Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board appreciated the contribution made by all the Independent Directors in guiding the management and concluded that continuance of each Independent Director on the Board will be in the interest of the Company. The Board was also of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board.

Non-Independent Directors

The performance of each of the Non-Independent Directors (including the Executive Chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. Various criteria considered for the purpose of evaluation included qualification, experience, availability and attendance, integrity, commitment, governance, communication etc. The Independent Directors and the Board were of the unanimous view that all the Non-Independent Directors were providing good business and people leadership.

21.DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and information obtained by them, your Directors make the following statement in terms of Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013 (the Act):

a. In the preparation of the annual accounts for the year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concerning basis and,

e. They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. NUMBER OF MEETINGS OF THE BOARD:

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 (Twenty-One) 21 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 2025-26:

Date of Sr. Board No Meeting	Board Strength	Number of Directors present	% of Attendance
1. 25 th April 2025	6	6	100
2. 20 th May 2025	6	6	100
3. 30 th June 2025	6	3	50
4. 24 th July 2025	6	3	50
5. 25 th July 2025	6	3	50
6. 04 th August 2025	6	3	50
7. 07 th August 2025	6	3	50
8. 03 rd September 2025	6	6	50
9. 04 rd September 2025	6	6	100
10. 15 th October 2025	6	3	50
11. 12 th November 2025	6	6	100
12. 15 th December 2025	6	3	50
13. 17 th December 2025	6	3	50
14. 22 nd December 2025	6	3	50
15. 23 rd December 2025	6	3	50

Date of Sr. Board No Meeting	Board Strength	Number of Directors present	% of Attendance
16. 29 th December 2025	6	3	50
17. 09 th January 2026	6	3	50
18. 14 th January 2026	6	3	50
19. 15 th January 2026	6	3	50
20. 09 th February 2026	6	3	50
21. 11 th March 2026	6	3	50

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

23. COMMITTEES OF THE BOARD

The Board has duly constituted the following Committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• 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 DIN	Name	Designation
1 10259129	Manisha Abhay Lalan	Chairperson- Independent Director
2 02842552	Ranjan Mathur	Member- Independent Director
3 01415766	Amish Biharilal Shah	Member - Managing Director

During the year, there were no instances when the recommendations of the Audit Committee were not accepted by the Board of Directors of the Company.

The following Meetings of the Audit Committee were held during the Financial Year 2025-26:

Sr. No. Date of Committee Meeting	Committee Strength	Number of Directors present	% of Attendance
1. 25 th April 2025	3	3	100
2. 20 th May 2025	3	3	100
3. 04 th September 2025	3	3	100
4. 12 th November 2025	3	3	100
5. 05 th March 2026	3	3	100

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 cover 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 to by the Board. The role of the audit committee includes the following:

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

• Recommendation for appointments, remuneration and terms of appointment of auditors of the company;

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

• Review and monitor the auditors independence and performance, and effectiveness of audit process;

• Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with reference to:

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

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

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

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

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

• disclosure of any related party transactions;

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

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

• 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;

• Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

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

• Scrutiny of inter-corporate loans and investments;

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

• Evaluation of internal financial controls and risk management systems;

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

• 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;

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

• 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;

• 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;

• 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;

• To review the functioning of the whistle blower mechanism;

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

• 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.

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

• 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:

• Management discussion and analysis of financial condition and results of operations;

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

• Internal audit reports relating to internal control weaknesses;

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

• 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:

Sr No DIN	Name	Designation
1 02842552	Ranjan Mathur	Chairperson- Independent Director
2 10259129	Manisha Abhay Lalan	Member- Independent Director
3 07068393	Amita Sachin Karia	Member- Independent Director

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2025-26:

Sr. No Date of Committee Meeting	Committee Strength	Number of Directors present	% of Attendance
1. 25 th April 2025	3	3	100
2. 04 th September 2025	3	3	100
3. 30 th March 2026	3	3	100

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:

• 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;

• 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.

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

• Devising a policy on diversity the of the board of directors;

• 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.

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

• 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 DIN/PAN	Name	Designation
1 07068393	Amita Sachin Karia	Chairperson- Independent Director
2 10259129	Manisha Abhay Lalan	Member
3 00337318	Biharilal Ravilalshah	Member

The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2025-26:

Sr No Date of Committee Meeting	Committee Strength	Number of Directors present	% of Attendance
1. 30 th March 2026	3	3	100

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:

• 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;

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

• 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;

• 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

• 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 2026, 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 25 th April 2025 to

• Review the performance of non-independent Directors and the Board as a whole;

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

• 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:

Sr No DIN/PAN	Name	Designation
1 00337318	Biharilal Ravilalshah	Chairman- Whole-time Director
2 10259129	Manisha Abhay Lalan	Member- Independent Director
3 01415766	Amish Biharilal Shah	Member- Whole-time Director

The following Meetings of the Corporate Social

Responsibility Committee were held during the Financial Year 2024-25:

The following Meetings of the Corporate Social

Responsibility Committee were held during the Financial Year 2025-26:

Sr No Date of Committee Meeting	Committee Strength	Number of Directors present	% of Attendance
1. 25 th April 2025	3	3	100
2. 04 th September 2025	3	3	100
3. 24 th December 2025	3	3	100
4. 05 th March 2026	3	3	100

PROJECT REVIEW COMMITTEE

Company has duly constituted Project Review Committee to review all the projects whether executed projects, ongoing 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
Mr. Hardik Sarvaiya	Member	Chief Financial Officer

The following Meetings of the Project Review Committee were held during the Financial Year 2025-26:

Sr. No Date of Committee Meeting	Committee Strength	Number of Directors present	% of Attendance
1. 15 th April 2025	3	3	100
2. 15 th July 2025	3	3	100
3. 15 th October 2025	3	3	100
4. 15 th January 2026	3	3	100

GENERAL MEETINGS

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

Sr. No Type of Meeting	Date of Meeting	Total Number of Members entitled to attend meeting	Number of Members present
1. Annual General Meeting	26 th September, 2025	1705	21

24. STATUTORY AUDITORS

i. STATUTORY AUDITORS

At the Thirty (30 th ) Annual General meeting held on September 26 th , 2025, the members of the Company approved the appointment of M/s. SML AND Co. LLP (Formerly known as Shaparia Mehta & Associates LLP), Chartered Accountants (LLPIN: AAD-1347) ,as the Statutory Auditors of your Company to hold the office from the conclusion of the Thirty Annual General Meeting until the conclusion of the Thirty-fifth Annual General Meeting of the Company to be held in the year 2030.

There are no qualifications, reservations or adverse remarks made by M/s. SML AND Co. LLP (Formerly known as Shaparia Mehta & Associates LLP), as the

Statutory Auditors, in their report on Standalone and Consolidated Financial Statements and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

At the Thirty (30 th ) Annual General meeting held on September 26, 2025, the members of the Company approved the appointment of 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 and to hold the office from the conclusion of the Thirty Annual General Meeting until the conclusion of the Thirty-fifth Annual General Meeting of the Company to be held in the year 2030.

There are no qualifications, reservations or adverse remarks made by M/s. K C Suthar & Co., as Company Secretaries in their Secretarial Audit Report and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Secretarial Audit Report, issued in Form MR- 3 , is annexed to this Boards Report as Annexure - IV and forms an integral part thereof.

iii. INTERNAL AUDITOR

The Company had appointed M/s. Umesh K Mehta & Co, (FRN: 111150W), Chartered Accountants, Mumbai as the Internal Auditor for conducting the internal audit functions of the Company and submitted their report thereon for the financial year 2025-2026 to the Board and committee for its review.

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 organizations 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. No disqualifications, reservations, adverse remarks or disclaimers have been reported in the Auditors Reports, requiring any explanation or comments by the Board of Directors of the Company.

25. 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 in place with reference to financial statements. 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 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.

26. ANNUAL RETURN

As per the provisions of section 134 (3) (a) the Annual Return of the Company for the Financial Year 2025-26 may be accessed under investor relation tab on the Companys website at the link

27. 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 2025-26.

28. 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 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.

29. CORPORATE SOCIAL RESPONSIBILITY: -

The Company firmly believes that Corporate Social Responsibility (CSR) is more than an obligation and more than a duty, which helps to create positive impact on many lives. The Company persistently acts as a prudent corporate citizen and maintains harmonious relationships with the communities in which it operates to give back to society.

As a part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken CSR projects and programs. These activities are in accordance with CSR activities as defined under the Act. The Company has a CSR Committee of Directors. Details about the Committee, CSR activities and the amount spent during the year, as required under section 135 of the Act and the related Rules and other details are given in the CSR Report as Annexure-I forming part of this Report.

The Company has framed a CSR Policy in compliance with the provisions of the Act and the same is placed on the Companys website at The CSR Policy lays down areas of activities, thrust areas, types of projects, programs, modes of undertaking projects/ programs, resources etc.

During the financial year 2025-26, the Company was required to transfer an unspent CSR amount of Rs.47,084/-. Accordingly, the said amount was transferred to the Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) on 10th May 2026, in accordance with the applicable provisions of the Companies Act,

2013 and rules made thereunder.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2025-26, 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.

31. NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT

As per Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the provisions of corporate governance as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and Clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply, in respect of: i. A listed entity which has listed its specified securities on the SME Exchange.

Accordingly, as the company, Konstelec Engineers Limited. has listed its specified securities on NSE SME Exchange, it falls under the ambit of the aforesaid exemption.

Hence, compliance with the Corporate Governance provision specified in the aforesaid Regulation shall not be applicable to the Company. Therefore, the Company is not required to submit the Corporate Governance Report for the quarter and does not form part of this Annual Report.

32. 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 of The Companies (Accounts) Rules, 2014, are as follows:

A. CONSERVATION OF ENERGY

Sr. No Particulars	Action taken
1 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.
2 The steps taken by the company for utilising Alternate sources of energy	The Company does not utilize any alternate source of energy.
3 The capital investment in energy conservation equipment\u2019s;	The Company has not made any Capital Investment in energy conservation equipment\u2019s.

B. TECHNOLOGY ABSORPTION:

(i) Future plan of action:

a. Continuous expansion of Engineering, Procurement, Construction (EPC), Electrical, Instrumentation and Automation business across domestic and international markets.

b. Continued investment in technology upgradation, project execution capabilities, manpower development, and operational efficiency.

c. Expansion in high-value industrial infrastructure projects including Oil & Gas, Power, Steel, Cement, Substation, and Automation solutions.

(ii)Technology absorption, adaptation and innovation:

Sr. No Particulars	Details
a. Efforts, in brief, made	\u2022 Continuous improvement in engineering design, electrical systems integration, automation processes, and project management techniques
	\u2022 Adoption of advanced technologies in electrical, instrumentation, and automation systems for enhanced operational efficiency and project execution.
	\u2022 Focus on digitalization, safety enhancement, energy-efficient solutions, and process optimization across projects.
b. Benefits derived as result of the above efforts:	\u2022 Improved project execution efficiency and operational reliability.
	\u2022 Enhanced customer satisfaction through timely delivery and quality services.
	\u2022 Strengthened technical capabilities leading to repeat business and new project acquisitions across multiple industries.
c. Technology Imported:	NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

With regard to foreign exchange earnings and outgo for the year 2025-26, the position is as under:

Sr No Particulars	FY 2025-26 (Amt in Lakhs)	FY 2024-25 (Amt in Lakhs)
1. Income in foreign currency	4.82	255.37
2. Expenditure in foreign currency	2.98	6.45
3. Purchase in foreign currency	NIL	NIL

33. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS MADE, IF ANY:

There are no qualifications, reservations, adverse remarks or disclaimers made by the Auditors in their report on the Financial Statement of the Company for the financial year ended 31 st March 2026.

34. 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.

T he Vigil Mechanism/Whistle Blower Policy is available on the Companys website at

35. 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 Companys website at

36. 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 subregulation (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 Companys website at

37. 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 Companys 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 Companys website at

38. 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 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 corporate records and documents as statutorily required by the Company.

The policy on Preservation and Archival of Documents is available on the Companys website at

39. 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 Insider Trading) 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 Companys website at

40. 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

The Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the Companys website at

41. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL)

ACT, 2013

The Company has a policy for prevention of sexual harassment of women at workplace and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company as an equal employment opportunity provides and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the workplace or other than workplace, if involving employees, is a grave offence and is, therefore, punishable.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

Sr No Particulars	As on 31st March 2026
1 No. of Complaints filed during the year	NIL
2 No. of Complaints disposed of during the year	NIL
3 No. of Complaints pending at end of year	NIL

42. PARTICULARS OF EMPLOYEES:

The disclosure required in terms of Section 197(12) of the Companies Act 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure 5 and forms part of this Report.

43. THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application during the year, and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC).

44. THE DETAILS OF ONE TIME SETTLEMENT/VALUATION WITH BANK OR FINANCIAL INSTITUTION

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time.

45. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time.

Further, in accordance with the provisions of the said Act, the Company provides maternity leave and other related benefits to its eligible women employees. The Company also ensures that the rights and benefits of women employees during maternity are protected, and that appropriate facilities and support are provided in compliance with the applicable statutory requirements.

46. DEMATERIALIZATION OF EQUITY SHARES

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

47. 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 2025-26 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 2025-26.

48. ACKNOWLEDGEMENTS:

Your directors express their grateful appreciation 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 Companys 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 or on behalf of the Board of Directors

For Konstelec Engineers Limited

Biharilal Ravilal Shah	Amish Biharilal Shah
Chairman Cum Whole-Time Director	Managing Director
DIN:00337318	DIN:01415766
Place: Mumbai
Date:26 th May 2026