Konstelec Engineers Ltd Directors Report

Dear Members,

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

Over the past three decades, the Company has grown into a trusted name in the industry, consistently delivering excellence and innovation. This year reflects the 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 30 years and a highly skilled team of 700+ engineers, Konstelec delivers innovative, efficient, and reliable solutions tailored to diverse industries.

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

At Konstelec, we 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.

FINANCIAL HIGHLIGHTS

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

(Rs. In Lakhs except per share)

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

FINANCIAL PERFORMANCE

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

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

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

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

TRANSFER TO RESERVES

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

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

(Rs. in Lakhs)

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

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

DIVIDEND

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

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

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

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

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

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

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

SHARE CAPITAL

Authorized Share Capital

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

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

Paid up Share Capital

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

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

BONUS ISSUE

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

SWEAT EQUITY SHARES

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

DIFFERENTIAL VOTING RIGHTS

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

EMPLOYEE STOCK OPTIONS

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

DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES

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

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

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

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

(All amounts in INR Lakhs)

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

• Statement of Deviation or Variation

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

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

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

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

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

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

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

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

REVISED SECRETARIAL STANDARDS

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

RELATED PARTY TRANSACTIONS

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

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

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

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

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

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

DEMATERIALIZATION OF EQUITY SHARES

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

LISTING AND DEPOSITORY FEE

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL(S)

Executive Directors

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

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

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

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

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

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

• Changes In Directors & Key Managerial Personnel(s)

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

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

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

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

• Proposed Change in Designation of Mr. Amish Biharilal Shah:

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

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

• Proposed Change in Designation of Mr. Biharilal Ravilal Shah:

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

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

RETIREMENT BY ROTATION

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

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

BOARD DIVERSITY

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Recognizing the pivotal role of its Independent Directors in shaping the 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 www.konstelec.com.

DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

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

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

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

ANNUAL EVALUATION

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

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met Nine (09) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Board Meeting.

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

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

The Board has constituted the following Committees:

• 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 ofSection 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Audit Committee:

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

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

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

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

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

• 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 appointment, 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 particular reference to:

o 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;

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

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

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

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

o disclosure of any related party transactions;

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

• 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:

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

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

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

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

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

• 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 report of 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:

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

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

25:

Sr. No.	Date of Committee Meeting	Committee Strength	Number of Members present	% of Attendance
1.	24.03.2025	3	3	100.00

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

The terms of reference of the Stakeholders Relationship Committee are:

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

SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

All the Independent Directors were present to the meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

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

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

PROJECT REVIEW COMMITTEE

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

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

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

GENERAL MEETINGS

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

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

STATUTORY AUDITORS

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

As the tenure of M/s. Shah P. M. and Associates concludes with the financial year 2024-25, the Company is in the process of appointing M/s S M L AND CO LLP (Formerly known as Shaparia Mehta & Associates LLP), Chartered Accountants, (FRN : 112350W) as the new Statutory Auditors for a term of five consecutive financial years 202526 to 2029-30 subject to approval of the members at the ensuing Annual General Meeting.

AUDITORS REPORT

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

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

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

INTERNAL AUDITOR

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

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

INTERNAL FINANCIAL CONTROLS

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

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

MAINTENANCE OF COST RECORDS

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

RISK MANAGEMENT AND GOVERNANCE

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is given below:

A. Conservation of energy

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

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

A. Conservation of energy

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

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

b. Minimizing the usage of papers.

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

The Company is not utilizing any alternate source of energy.

iii. The Capital Investment on energy conservation equipment:

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

B. Technology absorption:

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

C. Foreign Exchange earnings and outgo:

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

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

iii. Advance to Supplier: NIL CORPORATE GOVERNANCE

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

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

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

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

POLICY FOR DETERMINATION OF MATERIALITY

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

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

NOMINATION AND REMUNERATION POLICY

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

The 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 www.konstelec.com

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

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

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

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the SEBI (Prohibition of 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 www.konstelec.com

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

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

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

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

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

Number of Sexual Harrassment Complaints Received: NIL

Number of Complaints Disposed of: NIL

Number of Cases pending for more than 90 days: NIL

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

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

SYSTEM DRIVEN DISCLOSURE

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

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

STRUCTURED DIGITAL DATABASE

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

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

• The UPSI shared and persons with whom such UPSI is shared;

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

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

PARTICULARS OF REMUNERATION TO EMPLOYEES

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

GENERAL NOTICE AND DISCLOSURES

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

MANAGERIAL REMUNERATION:

• Waiver of Recovery of Excess Managerial Remuneration Paid to Managing Director and WholeTime Directors:

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

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

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

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

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

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

• Proposal for Increase in Overall Limit of Managerial Remuneration:

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

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

REPORTING OF FRAUDS

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

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

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

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

ENVIRONMENT AND SAFETY

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

APPRECIATION & ACKNOWLEDGEMENT

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

For and on behalf of Board
M/s Konstelec Engineers Limited
Biharilal Ravilal Shah	Amish Biharilal Shah
Chairman cum Managing Director	Wholetime Director
DIN:00337318	DIN: 01415766
Date: 20/05/2025
Place: Mumbai