Konstelec Engineers Ltd

Dear Members,

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

COMPANY OVERVIEW

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

FINANCIAL HIGHLIGHTS

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

( C In Lakhs except per share)

FINANCIAL PERFORMANCE

During the year under review, the Company has recorded total income of C 21,740.33 Lakhs against C15,512.89 Lakhs in previous year which is 40.14 % more in the current year when compared. The Profit before tax for the year is C 1247.76 Lakhs and profit after tax is C 923.66 Lakhs.

Revenue from operations for the financial year 2023-24 is C21,513.53 Lakhs as against C 15,340.50 Lakhs in the previous year. Since in the current year the Company has increased the revenue upto 40.24% and net profit upto 28.55%. Your directors are hopeful that the Company may be able to show better performance in coming years.

The earnings per share for the year ended March 31, 2024 is at C 7.89/-. The net-worth of the Company is now standing at C9447.65 Lakhs, which is also increased in line with the increase in the other factors affecting it.

TRANSFER TO RESERVES

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

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

Financial Year Financial Year Particulars 2023-24 2022-23

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

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

DIVIDEND

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

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

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

CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY.

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

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

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

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

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

Authorized Share Capital

As on 31^st March, 2024, the Authorized Share capital of the company stood at C 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity shares of C 10/- (Rupees Ten) each.

• Increase in Authorised Share Capital

During the year, the Authorised share capital of the company is increased from C 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lakhs) Equity Share of C 10/-

(Rupees Ten) Each to C 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of C 10/- (Rupees Ten) each by creating Additional Capital of C 19,00,00,000/- (Rupees Nineteen Crores only) divided into 1,90,00,000 (One Crore Ninety Lakhs) Equity Shares of C 10/- (Rupees Ten) each for which the Company had sought approval of the Board and Members vide their meetings dated 06^th June, 2023 and 30^th June, 2023 respectively.

Paid up Share Capital

As on 31^st March, 2024, the issued, subscribed and paid up equity capital of the company stood at C15,10,00,000/- (Rupees Fifteen Crores Ten Lacs Rupees Only) divided into 1,51,00,000 (One Crore Fifty-One lacs) Equity shares of C 10/-(Rupees Ten) each.

• Increase in Paid up Share Capital

(i) Pursuant to Bonus issue by the Company, the paid up share capital of the Company is increased from C 1,00,00,000/- (Rupees One Crore only) divided into10,00,000 (Ten Lacs) Equity Shares of C 10/- (Rupees Ten) each to C 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lacs) Equity Shares of C 10/- (Rupees Ten) each by creation of Additional Capital of C 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crores) Equity Shares of C 10/- (Rupees Ten) each.

(ii) Pursuant to Initial Public Offer by the Company, the paid up share capital of the Company is increased from C 11,00,00,000/- (Rupees Eleven Crores only) divided into1,10,00,000 (One Crore Ten Lacs) Equity Shares of C 10/- (Rupees Ten) each to C 15,10,00,000/- (Rupees Fifteen Crores Ten Lakhs only) divided into 1,51,00,000 (One Crore Fifty-One Lacs) Equity Shares of C 10/- (Rupees Ten) each by creation of Additional Capital of C 4,10,00,000/- (Rupees Four Crores Ten Lacs only) divided into 41,00,000 (Fourty One Lacs) Equity Shares of C 10/- (Rupees Ten) each.

BONUS ISSUE

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

SWEAT EQUITY SHARES

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

DIFFERENTIAL VOTING RIGHTS

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

EMPLOYEE STOCK OPTIONS

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

DEBENTURES/BONDS/WARRANTS OR ANY 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.

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

During the Financial Year, the Company has launched Initial Public Offer (IPO) by way of Fresh Issue of 41,00,000 Equity Shares, Face value of C 10/- each for a cash price of C70/- per equity share including share premium of C 60/- each on SME (Small and Medium Exchange) Platform of National Stock Exchange of India Limited (NSE Emerge) and accordingly the shares of the Company got listed w.e.f. 30^th January 2024. The approval for IPO had sought from the members of the Company at their meeting held on 18^th September, 2023.

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

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

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

(All amounts in Lakhs)

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

• Statement of Deviation or Variation

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

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

DEPOSITS

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

DETAILS OF SUBSIDIARY, JOINT VENTURES, ASSOCIATE COMPANIES

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

SECRETARIAL STANDARDS

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

RELATED PARTY TRANSACTIONS

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

DEMATERIALIZATION OF EQUITY SHARES

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

LISTING AND DEPOSITORY FEE

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

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

Executive Directors

Mr. Biharilal Ravilal Shah - Chairman & Managing Director Mr. Amish Biharilal Shah-Executive Whole Time Director Mr. Jigar Dhiresh Shah-Executive Whole Time Director

Non- Executive Directors

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

Key Managerial Personnel(s)

Mrs. Molly Antony– Chief Financial Officer (CFO)

Ms. Shatabdi Sudam Salve– Company Secretary & Compliance Officer

• Changes In Directors & Key Managerial Personnel

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

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

RETIREMENT BY ROTATION

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

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

BOARD DIVERSITY

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

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

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

CODE OF CONDUCT FOR INDEPENDENT DIRECTORS

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

ANNUAL EVALUATION

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

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for that year ended on that date;

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

iv. Annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis. v. Internal Financial controls were in place and that the financial controls were adequate and were operating effectively. vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

BOARD MEETINGS

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

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

BOARD COMMITTEES

The Board has constituted the following Committees:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

? Corporate Social Responsibility Committee

AUDIT COMMITTEE

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

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

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 company's 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 auditor's independence and performance, and effectiveness of audit process;

? Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: o matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; o changes, if any, in accounting policies and practices and reasons for the same; o major accounting entries involving estimates based on the exercise of judgment by management; o significant adjustments made in the financial statements arising out of audit findings; o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report;

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

? Reviewing, with the management, the statement of uses/ applicationoffundsraisedthroughanissue(publicissue,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 auditor's 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;

? 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;

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

? 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:

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

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

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

? 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;

? 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:

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

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

The terms of reference of the Stakeholders Relationship Committee are:

? 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 2024 there are no Complaints of investors are pending to be resolved.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the Independent Directors of the Company was held on Wednesday, 20^th March, 2024 to; (i) Review the performance of non-independent Directors and the Board as a whole; (ii) Review the performance of the Chairperson of the company taking into account the views of executive Directors and Non-executive Directors; (iii) Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present to the meeting.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

GENERAL MEETINGS

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

STATUTORY AUDITORS

M/s. Shah P. M. And Associates., Chartered Accountants (Firm Registration number 131576W) a peer reviewed firm were appointed as statutory Auditors of the Company by the members at their Annual General Meeting held on 18^th September, 2023, for a term of 2 years for the Financial years 2023-24 to 2024-25 for conducting audit in terms of section 139 and 141 of the Companies Act, 2013, and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

AUDITORS REPORT

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

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

INTERNAL AUDITOR

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

MAINTENANCE OF COST RECORDS

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

RISK MANAGEMENT AND GOVERNANCE

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

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

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

During the Year under review the Board has made the total expenditure under CSR of C 12.96 Lakhs for F.Y. 2023-24 whereas the total Amount required to be spent was C 12.56 Lakhs for the financial year 2023-24.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

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

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

A. Conservation of energy

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

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

A. Conservation of energy i. Thestepstakenorimpactonconservationofenergy: a. Shuttingoffthelightsandsystemswhennotinuse. 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: C 48.84/- (In Lakhs) ii. Foreign Exchange Outgo: C 0.54/- (In Lakhs) iii. Advance to Supplier: NIL

CORPORATE GOVERNANCE

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

ANNUAL RETURN

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

ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

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

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

CODE OF CONDUCT FOR BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

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

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

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

POLICY FOR DETERMINATION OF MATERIALITY

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

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

NOMINATION AND REMUNERATION POLICY

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

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

POLICY ON PRESERVATION AND ARCHIVAL OF DOCUMENTS

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 Company's website at www.konstelec.com

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

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

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

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

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

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

SYSTEM DRIVEN DISCLOSURE

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

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

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

STRUCTURED DIGITAL DATABASE

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

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

? 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

HUMAN RESOURCE DEVELOPMENT

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

Our manpower is a prudent mix of the experienced and youth which gives us the dual advantage of stability and growth. Our work processes and skilled resources together with our strong management team have enabled us to successfully implement our growth plans. Also we hire contract labour at our site as per the requirement. The Company has tie ups with skilled and 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 to the Audit Committee under Section 143(12) of the Companies Act, 2013.

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

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

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

ENVIRONMENT AND SAFETY

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

APPRECIATION & ACKNOWLEDGEMENT

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