Directors Report of Conart Engineers Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 51^st Annual Report together with the Audited Financial Statement of Accounts for the financial year ended March 31, 2025.

Following figures summaries, the operational performance of the Company for the Financial Year ended 31^st March, 2025.

1. Financial Statement:

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from Operations	5652.98	4889.43
Other Incomes	50.93	59.43
Total Revenue	5703.91	4948.86
Profit for the year before Interest, Depreciation & Tax	443.14	410.59
Less :Finance Cost	1.69	1.74
Less depreciation & Amortization Expense	53.86	60.18
Less :Provision for Taxation	94.50	98.00
Add: Provision for Deferred Tax	36.48	-49.26
Short/(Excess) Tax Provision	11.22	-8.18
Other Comprehensive Income	41.85	66.82
Net Profit	309.68	374.93

2. Dividend :

During the year under review, the Company has decided to plough back the profit for new projects as well as for operating smooth working capital cycle, the company needs to arrange bank guarantee for securing finance, which the company is arranging from their investment in mutual fund, the board therefore, does not recommend any dividend to the shareholders, for the year under review.

3. Transfer to Reserve :

The Company does not propose to transfer any sum to its General Reserve.

4. Financial Performance and Operational Review:

During the financial year 2024-25,

i. Gross Sales of the Company for the year under review, reached to Rs. 5652.98 Lakhs as compared to Rs. 4889.43 lakhs in the previous year, showing increase of 15.61% as compared to previous year.

ii. Net Profit after Tax, reached to Rs.267.83 lakhs as against Net Profit of Rs.308.11 lakhsof the previous year, showing reduction in net profit of 13.07% as compared to previous year.

The Company’s other key performance indications are as under:

i. Cash Profit decreased by 12.72% to Rs.321.42 Lacs from Rs. 368.29 Lacs in previous year.

II. The Assets disposed off for FY 2024-25 was Rs. 26.92Lacs due to high wear and tear as against Rs.39.62 Lacs of the

previous year.

5. Change in the nature of business:

During the year under review, there was no change in the nature of the business of the Company.

6. Subsidiary Companies:

The Company does not have any subsidiary company.

7. Adequacy of internal financial controls:

The Company has adequate and effective internal Financial control systems with regard to financial statements, having assurance on authorizing, recording and reporting transactions of its operations in all material respects which provides protection and safeguard against misuse or loss of assets of the Company. The Company has well established documentation procedures covering financial and operational functions commensurate with the size and complexities of the organization.

Some of the salient features of the internal control system in place are:-

i. Following the statutory and applicable Accounting Standards and Policies.

ii. Preparation of annual budget for production, operation and service functions and monitoring the same with actual performance at regular intervals.

iii. All assets are properly recorded and procedures have been put in place to safeguard against any loss or unauthorized use or disposal.

iv. Surprise checking of all departments, locations and functions at regular intervals.

v. The observations arising out of surprise checking are periodically reviewed at the Audit Committee meetings along with follow up action.

vi. Periodic presentations are made to the Audit Committee on various operational and financial risks faced by the Company and action plan of the Company to mitigate the same.

During the year, such controls were tested and upgraded and no reportable material weaknesses, variances, in the design or operation were observed.

8. Particulars of Loans, Guarantees or Investments:

During the year under review, your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any;

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

9. Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were entered into during the financial year, were on arm’s length basis and during the ordinary course of Company’s business, with prior approval of the Audit Committee and the Board, as required. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material and exceeding the prescribed ceiling, as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requiring the prior approval of the Members.

The Board has approved a policy for related party transactions which is already posted on the website of the Company (www.conaratengineers.com).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly basis. Omnibus approval was also obtained from the Audit Committee and the Board, on an annual basis, for repetitive transactions.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - A to this report.

10. Directors’ Responsibility Statement :

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period.

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a ‘going concern’ basis;

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

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Sura (DIN 00480172), retires by rotation at the ensuing AGM and being eligible, offer himself for re-appointment.

On the recommendation of Nominee and Remuneration Committee to Board of Directors of the Company at their meeting held on 31^st July, 2025, based on (i) outcome performance evaluation (2) recommendations of the Nomination and Remuneration Committee and (iii) experience and significant contributions made by Mr. Nirmal Parikh, the Board of Directors have approved his re-appointment an Independent Director for the second term of 5 (Five) consecutive years from 21^st September, 2025 to 20^th September, 2030, subject to the approval of the shareholders

None of the Company’s Directors aredebarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

None of the Directors of the Company, are disqualified from being appointed as a director specified in Section 164 of the Companies Act, 2013.

Brief profiles of the Directors proposed to be appointed / re-appointed and retires by rotation, are annexed to the Notice convening Annual General Meeting.

In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required.

Key Managerial Personnel

During the financial year under report, the following persons performed the roles of the Key Managerial Personnel of the Company, as per Section 2(51) and 203 of the Companies Act, 2013.

Mr. Jitendra Sura - Chairman & Managing Director

Mr. Jimish Sura - Executive Director & Chief Financial Officer

Mr. Narendra D. Shah - Company Secretary and Comp. Officer w.e.f 06.08.2024

There is no change in the Key Managerial Personnel during the financial year under report.

12. Declaration by Independent Directors:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that he is not disqualified from appointing / continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR Regulations. The same are also displayed on the website of the Company www.conartengineers.com The Independent Director have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1 )(b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

13. Board 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 the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Nonexecutive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated.

14. Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

15. Policy on Directors’ Appointment and Remuneration and Particulars of other details:

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/ criteria for selection have been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

• the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

• the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Company’s business.

16. Number of Meetings of the Board:

During the year under review, Four (4) Meetings of the Board of Directors were held on 30^th May, 2024, 13^th August, 2024, 14^th November, 2024 and 13^th February, 2025. wherein all the Directors were present.

17. Extract of Annual Return:

A copy of the Annual Return as required under Section 92 (3) and Section 134(3)(a) of the Act has been on the Company’s website. The web-link as required under the Act is as under.

https://conaratengineers.com/annual-returns

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-B in the prescribed Form MGT-9, which forms part of this report.

18. Audit Committee:

The Audit Committee comprises of 3 Non-Executive Independent Directors, with Mr. Sunil Vakil, as the Chairman and Mr. Nirmal Parish & Jignesh Shah as the Member who met 4 Times during the year under review i.e. 30^th May, 2024, 13^th August, 2024, 14^thNovember, 2024 and 13^th February, 2025 wherein all the Members were present and transacted the business as per the terms of reference. The Committee meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015

19. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report :

There were no material changes that have affected the financial position of the Company which have occurred between the end of financial year on 31^st March, 2025 and till the date of this report .

20. Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been given hereunder.

a. Industry Scenario/India key market trends :

Despite the challenges thrown up by continued geopolitical conflicts between Russia-Ukraine War, Israel and Palestine war, Iran & Israel attack and modest global growth, growing domestic demand, which has aided its strong growth.

India’s economy is a complex mix of agriculture, manufacturing and a rapidly growing service sector. Despite the significant role of Agriculture, the sector faces challenges like low productivity and inadequate infrastructure and is vulnerable to climatic conditions. Manufacturing varies from village industries to modern industries like pharma, automobiles and textiles. The service sector, including IT and financial services, has seen rapid expansion, becoming a major contributor to GDP.

b. Opportunities and Threats :

Macro-economic risks

Indian economy has become the fifth largest economy in the world. The major election uncertainties are out of the way and likely announcement of rate cuts by central banks in west. But India will likely see improved capital flows boosting private investments and a rebound in export.

c. Outlook :

Even outlook looks positive in FY 2025-26, the recent rapid rate hike may have impact on credit. It has been forcasted that the agriculture sector may have positive impact of El-Nino factor and monsoon will remain abnormal.

The Reserve Bank of India have declared repo rate cut from 6.50% in December, 2024 to 5.75% in June 2025, which will have positive impact on reduction in rate of interest for home loans, which will increase in demand for home loan. At the same time, reduction in borrowing cost of interest will have impact on increase in demand for working capital requirement by industries.

d. Risks and concerns:

i. Risk related of Raw Materials: Risks associated with key procurement relationships include:

a. the availability of raw materials, more particularly Iron & Steel ;

b. the price of raw materials may be subject to material changes in world-wide pricing levels;

c. Very high input costs such as freight and electricity and frequent fluctuation in raw material prices in the market ; and

d. key supplier relationships may be lost or impaired, contracts renewed on less favorable terms or exit of key suppliers from the market.

The Company plans well in advance to procure the raw materials from the domestic reputed supplier located in different parts of the country to mitigate risk relating to availability of raw materials.

e. Internal Control System and their Adequacy:

The Company’s internal audit system has been continuously monitored and updated to ensure that assets are safeguarded, established regulations are complied with and pending issues are addressed promptly. The Audit Committee makes a note of the audit observations and takes corrective/remedial actions wherever necessary. It also maintains constant dialogue with statutory and internal Auditors to ensure that Internal Control system are operating effectively. Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Clause 18 of SEBI Listing Regulations), the Audit Committee has concluded that as of 31^st March, 2025, the Internal Financial Controls were adequate and operating effectively.

M/s. Govind Prasad & Co, Chartered Accountants, the Statutory Auditors formed an opinion that the Company has, in all material respect, an internal financial control with reference to financial statements of the Company and such internal financial reporting are operating effectively. The criteria for financial reporting as established by the Company considering the essential components of internal control as stated in the Guidance note on Audit of Internal Financial Control over Financial Reporting issued by the Institute of Chartered Accountants of India and a report on the internal controls over financial reporting as defined in Section 143 of the Companies Act, 2013.

f. Discussion on financial performance with respect to operational performance:

Analysis of the profit and loss statement

Revenues :Revenue from operations reported 15.61% increase from Rs. 4889.43 Lacs in 2023-24 to Rs. 5652.98 Lacs

in 2024-25

Expenses : Total expenses of the Company increased by 15.57% from Rs. 4600.19 Lacs in 2023-24 to Rs. 5316.32

Lacs in 2024-25 due to corresponding increase in sales volume.

Analysis of the Balance Sheet Sources of funds.

- The net worth of the Company increased from Rs. 2902.80 Lacs as on 31^st March, 2024 to Rs. 3212.48 Lacs as on 31^stMarch, 2025 owing to increase in reserves and surpluses.

- Other Expenses costs of the Company increased from Rs.2136.85 Lacs as on 31^st March, 2024 to Rs.3203.23 Lacs as on 31^st March, 2025 due to increase in professional fees, payment to sub-contractor and change in the head of expense.

Application of funds.

Other non-current assets.

Other non-current assets of the Company increased from Rs. 8.39 Lacs as on 31^st March, 2024 to Rs. 15.36 Lacs as on

31^st March, 2025.

Working Capital Management.

- Current assets of the Company increased from Rs. 2690.56 Lacs as on 31^st March, 2024 to Rs.3440.81 Lacs as on 31^st March, 2025. The current ratios of the Company stood at 3.56in the year under review as compared to 5.95 in 2023-24 shows (Decreased during the year as compared to previous year) sufficient margin for working capital. As the Company has not borrowed funds from banks or financial institutions.

- Inventories including raw materials and work in progress among others increased by 116.25% from Rs. 417.76 Lacs as on 31^st March, 2024 to Rs. 903.42 Lacs as on 31^st March, 2025. Inventory cycle days in FY 2023-24 was43 days of turnover as against 40 days equivalent in 2024-25.

- Trade receivables decreased by 15.81% from Rs, 1031.51 Lacs on 31^st March, 2024 to Rs.868.40 Lacs as on 31^st March, 2025 which are less than a year accepted as industry norm. More than 95.50% of the receivables are considered good. The Company debtors’ turnover cycle is 61 days during 2024-25 compared to 62 days in FY 2023-24. The trade receivables recovery is maintained at reasonable level.

- Cash & bank balance of the Company decreased from Rs.257.96 Lacs as on 31^st March, 2024 to Rs.581.92 Lacs as on 31^st March, 2025.

Key Ratios
Particulars	F. Y. 2024-25	F. Y. 2023-24
Current Ratio	3.56	5.95
Debt-Equity Ratio	0.00	0.00
Debt-Service Coverage Ratio	NA	NA
Return on Equity Ratio	0.09	0.11
Inventory Turnover Ratio	8.49	9.24
Trade Receivable Ratio	5.95	5.93
Trade Payable Ratio	6.14	7.30
Net Capital Turnover Ratio	2.40	2.34
Net Profit Ratio	0.05	0.06
Return on Capital Employed	0.12	0.12

g. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play a pivotal role in offering better product quality and services to our customer. We ensure that employees gain ample opportunities for personal and professional growth. High quality recruitment supports the talent management practices of the Company. The Company continues to foster a high performance culture by recognizing good performers and providing them with career enhancing opportunities.

h. Cautionary Statement:

Statements made in this section describes the Company’s objectives, projections, estimates, expectations which may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ materially from those expressed or implied due to the influence of external factors which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statement on the basis of any subsequent development, information or events.

21. Remuneration Policy:

The Objective and broad framework of the Company’s Remuneration Policy is to consider and determine the remuneration based on fundamental principles of payment for performance, for potential and for growth. The Remuneration policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and emphasizing on line expertise and market competitiveness so as to attract the best talent . It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results. The Nomination and Remuneration Committee recommends the remuneration of Directors and key managerial Personnel which is approved by the Board of Directors, subject to the approval of the Shareholders, where necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial personnel and other employees of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to Directors, Key Managerial personnel and senior management personnel should involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its Goals. The Remuneration policy is placed on the Company’s web site www.conaratengineers.com

Information about elements of remuneration package of Individual Directors is provided in the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 which is placed on the website of the Company.

None of the Directors, Key managerial Personnel and any other employees of the Company, draw remuneration more than Rs. 68.00 Lacs per annum or Rs. 5.75 Lakhs per month, hence being not applicable, details of the employees, as are required under Companies ( Appointment and Remuneration of Managerial Personnel), Rules 2014 are not furnished.

22. Risk Management:

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Corporate Social Responsibility (CSR):

The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. However, in view of inadequate profit, the Company is not required to pursued any initiatives on CSR activity. Internal accruals generated by way of profits, are being spent on ongoing/ new projects activities conceived by the Company.

For the Company, Social Responsibility is a key element of accountability and it will continue to strive in its behaviour and action, being a level of minimum statutory compliance. The Company believes in the sustainable growth and prosperity of its stakeholders and views its responsibilities not only as business responsibilities but as Ethical and Social as well.

24. Safety, Environment and Health:

The Company’s commitment to excellence in Health and Safety is embedded in the Company’s core values. The Company has a stringent policy which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programs are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the works as well.

25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or

incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy. The policy of the Company is placed on the website of the Company (www.conartengineers.com)

No complaint was received from any employee during the financial year 2024-2025, which needs redressal.

26. Vigil Mechanism/ Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act’), the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle-blower Policy in place since 2004 to encourage and facilitate employees to report concerns about unethical behaviour, actual/ suspected frauds and violation of Company’s Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The policy also establishes adequate mechanism to enable employees report instances of leak of unpublished price sensitive information. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its websitewww.conartengineers.com. During the year, no person has been declined access to the Audit Committee, wherever desired.

27. Code of Conduct:

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company’s website www.conartengineers.com . . The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration with regard to compliance of Code, is NOT furnished, in view of its non-applicability.

28. Prevention of Insider Trading:

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.conartengineers.com. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

29. Corporate Governance Report:

The Report on Corporate Governance as required under Section 204 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report is enclosed as Annexure E.

The requisite certificate from M/s. Sanjay Dholakia, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated is attached to the Report on Corporate Governance.

30. Deposits from Public:

The Company has neither accepted nor renewed any deposits from public during the year under review and that there were no outstanding / unclaimed or unpaid deposits as at the close of financial year.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The Company is serious in conserving energy by reducing consumption of power by implementing closed monitoring over plan running and adequate maintenance of electric components of plants and other machinery.

Technology absorption: Your Company has not taken new technology for absorption and hence it has neither imported any technology nor made any expenditure on research and developments. The Company does not carry out any research and development activities.

Foreign Exchange earnings and outgo:

There was no inflow or outflow of foreign exchange, during the year under review.

32. Particulars of Employees and related disclosures:

No employee or Directors is being paid any remuneration exceeding Rs. 8,50,00/- p.m. and/or Rs. 102 Lakhs p.a. However disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Rules, 2014, is annexed herewith as Annexure E.

33. Other Disclosures:

a) The properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have been adequately insured.

b) The Company has not accepted/renewed any deposits.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees

d) In the opinion of the Board, the Independent Director re-appointed is a person of integrity and possess expertise, experience and proficiency.

e) No significant or material order were passed by the Regulations or Courts or T ribunals which impact the going concern status and Company’s operations in future.

f) No fraud has been reported by the Auditors to the Audit Committee or the Board.

g) The Company has not appointed any woman at the construction site level or limited woman employees are working in office since long. The Company has not faced any difficulty in appointing in the office observing their gentle behaviour,

h) No application was made nor any proceeding is pending under the Insolvency and Bankruptcy

i) No settlement has been done with bank or financial institutions.

34. Share Capital:

The paid-up equity share capital of the Company as at 31^stMarch, 2025 is Rs. 3,14,00,000. The equity share of Rs.10/- each was sub-divided into 2(Two) Equity Shares of Rs.5/- each fully paid from Record Date i.e. on 19.02.2025. The equity shares are traded at Bombay Stock Exchange. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

35. Auditors:

(i) Statutory Auditors:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s.Govind Prasad & Co, Chartered Accountants Firm Registration Number (FRN): 114360W as the Statutory Auditors of the Company by the members at their 48^thAnnual General Meeting held on 27^th September, 2022 to hold office for a term of five (5) years i.e. till the conclusion of the Annual General Meeting for the financial year 2026-27.

The Auditors’ Report for the financial year 2024-25 does not contain any qualifications, reservations or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

(ii) Secretarial Auditors:

Pursuant to amended Regulation 24A of the Listing Regulations, w.e.f. 01^st April, 2025, every Listed Company on the recommendation of the Board of Directors shall appoint or re-appoint (i) an Individual as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting.

In accordance with the above, the Board of Directors at its meeting held on 31^st July, 2025 considered, approved and recommended to the Shareholders of the Company for their approval, the appointment of Mr. Sanjay Dholakia, proprietor of M/s. Sanjay Dholakia & Associates, (Peer Reviewed firm) as Secretarial Auditors of the Company at the ensuing 51^st Annual General Meeting for a term of 5 consecutive years, to conduct Secretarial Audit and issue the Secretarial Audit Report under Section 204 of the Act and other relevant laws and regulations. Your Directors commends for his appointment for five years in the Company. None of the Directors or KMPs of the Company or their relatives is concerned or interested in this appointment

The Secretarial Audit Report of Mr. Mr. Sanjay Dholakia of M/s. Sanjay Dholakia and Associates, Practicing Company Secretaries for the financial year 2024-25, is annexed herewith as Annexure F. which contain qualified remarks regarding penalty to be levied on non-submission of documents. The Company has submitted the explanation against qualified remarks and is hopeful that matter to be resolved favourably. The Company has complied with the applicable provisions of the SEBI (LODR) and Secretarial Standards.

(iii) Internal Auditors:

The Board of Directors appointed M/s. Parikh Shah Chotalia& Associates, Chartered Accountants, as the Internal Auditors for the Financial Year 2025-26

(iv) Cost Auditors

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are not applicable to the Company hence the company has not appointed any cost auditor.

36. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. It ensures that all eligible women employees are provided with the benefits and entitlements mandated under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company is committed to fostering a supportive and inclusive workplace and continues to uphold all applicable labour laws related to employee welfare and social security.

37. Acknowledgement:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

For and on behalf of the Board of Directors,Date: 31.07.2025 Jitendra Sura

Place: Vadodara Chairman & Managing Director

---

Mar 31, 2024

Your Directors have pleasure in presenting their 50^th Annual Report together with the Audited Financial Statement of Accounts
for the financial year ended March 31, 2024.

Following figures summaries, the operational performance of the Company for the Financial Year ended 31^st March, 2024.

1. Financial Statement''

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from Operations	4889.43	3548.56
Other Incomes	59.43	18.30
Total Revenue	4948.86	3566.86
Profit for the year before Interest, Depreciation & Tax	370.02	310.16
Less :Finance Cost	1.74	2.69
Less :Depreciation & Amortization Expense	60.18	54.35
Less :Provision for Taxation	98.00	57.70
Add: Provision for Deferred Tax	-49.26	6.25
Short/(Excess) Tax Provision	-8.18	-8.28
Other Comprehensive Income	66.82	24.62
Net Profit	374.93	222.07

2. Dividend :

During the year under review, the Company has decided to plough back the profit for new projectsto be undertaken on hand
as well as for operating smooth working capital cycle, the company needs to arrange bank guarantee for securing finance,
which the company is arranging from their investment in mutual fund, the board therefore, does not recommend payment of
any dividend to the shareholders, for the year under review.

3. Transfer to Reserve :

The Company does not propose to transfer any sum to its General Reserve.

4. Financial Performance and Operational Review:

During the financial year 2023-24,

i. Gross Sales of the Company for the year under review, reached to Rs. 4889.43lakhs as compared to Rs. 3548.56 lakhs
in the previous year, showing increase of 37.79% as compared to previous year.

ii. Net Profit after Tax, reached to Rs.308.11 lakhs as against Net Profit of Rs.197.45 lakhsof the previous year, registering
increase in profit of 56.04% as compared to previous year.

The Company''s other key performance indications are as under:

i. Cash Profit increased by 46.26% to Rs.368.29 Lacs from Rs. 251.80 Lacs in previous year.

II. The Assets disposed off for FY 2023-24 was Rs. 38.49 Lacsdue to high wear and tear as against Rs.66.24 Lacss of the

previous year.

5. Change in the nature of business:

During the year under review, there was no change in the nature of the business of the Company.

6. Subsidiary Companies:

The Company does not have any subsidiary company.

7. Adequacy of internal financial controls:

The Company has adequate and effective internal Financial control systems with regard to financial statements, having
assurance on authorizing, recording and reporting transactions of its operations in all material respects which provides
protection and safeguard against misuse or loss of assets of the Company. The Company has well established documentation
procedures covering financial and operational functions commensurate with the size and complexities of the organization.

Some of the salient features of the internal control system in place are:-

i. Following the statutory and applicable Accounting Standards and Policies.

ii. Preparation of annual budget for production, operation and service functions and monitoring the same with actual
performance at regular intervals.

iii. All assets are properly recorded and procedures have been put in place to safeguard against any loss or unauthorized
use or disposal.

iv. Surprise checking of all departments, locations and functions at regular intervals.

v. The observations arising out of surprise checking are periodically reviewed at the Audit Committee meetings along with
follow up action.

vi. Periodic presentations are made to the Audit Committee on various operational and financial risks faced by the Company
and action plan of the Company to mitigate the same.

During the year, such controls were tested and upgraded and no reportable material weaknesses, variances, in the design
or operation were observed.

8. Particulars of Loans, Guarantees or Investments:

During the year under review, your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of
materials, if any;

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

9. Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were entered into during the financial year, were on arm''s length basis and during the
ordinary course of Company''s business, with prior approval of the Audit Committee and the Board, as required. The Company
has not entered into any contract, arrangement or transaction with any related party which could be considered as material
and exceeding the prescribed ceiling, as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, requiring the prior approval of the Members.

The Board has approved a policy for related party transactions which is already posted on the website of the Company
(www.conaratengineers.com).

All the related party transactions are placed before the Audit Committee as well as the Board for approval on a quarterly
basis. Omnibus approval was also obtained from the Audit Committee and the Board, on an annual basis, for repetitive
transactions.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements.
Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is furnished as Annexure - A to this report.

10. Directors'' Responsibility Statement :

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm
that:

a. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial
Year and of the Profit of the Company for that period.

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. they have prepared the annual accounts on a ''going concern'' basis;

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

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are
adequate and operating effectively.

11. Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act,2013 and the Articles of Association of the Company,
Mr. Jimish J. Sura (DIN 03096064), retires by rotation at the ensuing AGM and being eligible, offer herself for re-appointment.

Pursuant to the Provisions of Section 196, 197, 203 and other applicable provisions of the Act and based on the
recommendations of the Nomination and Remuneration Committee (“NRC”) and subject to the approval of the Shareholders
at the ensuing Annual General Meeting of the Company, the Board of Directors at their meeting held on 13.08.2024, has
appointed Mr. Sunil Vakil as Independent Director for a period of 5 Years from 13.08.2024 to 12.08.2029. Members are
requested to consider his appointment.

On the recommendations of the NRC, the Board of Directors at their meeting held on 13^th August, 2024, has appointed Mr.
Jitendra Sura, as the Managing Director of the Company for the period of three years, subject to the approval of members
at ensuing general meeting.

On the recommendations of the NRC, the Board of Directors at their meeting held on 13^th August, 2024, has appointed Mrs.
Pooja Sura, as the Additional Director of the Company, her term is expires on the date of annual general meeting, your
directors recommends for her appointment as a director liable to retire by rotation..

On the recommendations of the NRC, the Board of Directors at their meeting held on 13^th August, 2024, has appointed Mr.
Jimish Sura, as the Executive Director - Finance & CFO of the Company for the period of three years, subject to the approval
of members at ensuing general meeting.

None of the Company''s Directors are debarred from holding the office of Director by virtue of any SEBI order or order by any
other competent authority.

None of the Directors of the Company, are disqualified from being appointed as a director specified in Section 164 of the
Companies Act, 2013.

Brief profiles of the Directors proposed to be appointed / re-appointed and retires by rotation, are annexed to the Notice
convening Annual General Meeting.

In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge , as
required.

Key Managerial Personnel

During the financial year under report, the following persons performed the roles of the Key Managerial Personnel of the
Company, as per Section 2(51) and 203 of the Companies Act, 2013.

Mr. Jitendra Sura - Chairman & Managing Director

Mr. JimishSura - Executive Director & Chief Financial Officer

Mrs. Kavaljitkaur H. Dhillon - Company Secretary (upto 30.06.2024)

Mr. Narendra D. Shah - Company Secretary and Comp. Officer w.e.f 06.08.2204

There is a change in the Key Managerial Personnel during the financial year under report..

12. Declaration by Independent Directors:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013
from each of the Independent Directors confirming that he is not disqualified from appointing / continuing as Independent
Director as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR Regulations. The
same are also displayed on the website of the Company www.conartengineers.com The Independent Director have complied
with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of
Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification
of Directors) Rules, 2014. The Company has received necessary declarations from all Independent Directors of the Company
confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as
under Regulation 25 and 16(1)(b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may
affect their status as independent director during the year.

13. Board 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 the Act and the Corporate Governance requirements as prescribed by Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the
criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the
basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the
meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors
on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non¬
executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors,
at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation
of independent directors was done by the entire board, excluding the Independent Director being evaluated.

14. Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization program for
the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the
Company, nature of the industry in which the Company operates, business model etc.

15. Policy on Directors'' Appointment and Remuneration and Particulars of other details:

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration
including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/
criteria for selection have been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such
other attributes which in the opinion of the Committee are in the interest of the Company;

• the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act,
2013;

• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and
Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and

• the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more
fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations,
infrastructure or such other areas or disciplines which are relevant for the Company''s business.

16. Number of Meetings of the Board:

During the year under review, Five (5) Meetings of the Board of Directors were held on 30^th May, 2023, 27^th July, 2023, 14^th
August, 2023, 13^th November, 2023 and 7^th February, 2024, wherein all the Directors were present.

17. Extract of Annual Return:

A copy of the Annual Return as required under Section 92 (3) and Section 134(3)(a) of the Act has been on the Company''s
website. The web-link as required under the Act is as under.

https://conaratengineers.com/annual-returns

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-B in the prescribed Form MGT-
9, which forms part of this report.

18. Audit Committee:

The Audit Committee comprises of 3 Independent Non-Executive Directors, with Ms. Deepti Sharma, as the Chairman and
Mr. Nirmal Parish & Jignesh Shah as the Member who met 5 Times during the year under review, 30^th May, 2023, 27^th July,
2023, 14^th August, 2023, 13^th November, 2023 and 7^th February, 2024.wherein all the Members were present and transacted
the business as per the terms of reference. The Committee meets the criteria laid down under Section 177 of the Companies
Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement)
Regulation, 2015

19. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred
between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report :

There were no material changes that have affected the financial position of the Company which have occurred between the
end of financial year on 31^st March, 2024 and till the date of this report .

20. Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015,
the Management Discussion and Analysis has been given hereunder.

a. Industry Scenario/India key market trends :

Despite the challenges thrown up by continued geopolitical conflicts between Russia-Ukraine War, Israel and Palestine
war, Iran & Israel attack and modest global growth, growing domestic demand, which has aided its strong growth.

India''s economy is a complex mix of agriculture, manufacturing and a rapidly growing service sector. Despite the
significant role of Agriculture, the sector faces challenges like low productivity and inadequate infrastructure and is
vulnerable to climatic conditions. Manufacturing varies from village industries to modern industries like pharma,
automobiles and textiles. The service sector, including IT and financial services, has seen rapid expansion, becoming
a major contributor to GDP.

b. Opportunities and Threats :

Macro-economic risks

Indian economy has become the fifth largest economy in the world. The major election uncertainties are out of the way
and likely announcement of rate cuts by central banks in west. But India will likely see improved capital flows boosting
private investments and a rebound in export.

c. Outlook :

Even outlook looks positive in FY 2024-25, the recent rapid rate hike may have impact on credit. It has been forcasted
that the agriculture sector may have negligible impact due to El-Nino factor and monsoon will remain normal.

The consensus among our analysts is for India to remain among Asia''s top performers in the coming years boosted by
domestic political stability, a business-friendly reform agenda, strong population growth and increased interest of
foreign firms looking to diversify supply chains away from China .

d. Risks and concerns:

i Risk related of Raw Materials: Risks associated with key procurement relationships include:

a. the availability of raw materials, more particularly Iron & Steel ;

b. the price of raw materials may be subject to material changes in world-wide pricing levels;

c. Very high input costs such as freight and electricity and frequent fluctuation in raw material prices in the
market ; and

d. key supplier relationships may be lost or impaired, contracts renewed on less favorable terms or exit of key
suppliers from the market.

The Company plans well in advance to procure the raw materials from the domestic reputed supplier located in different
parts of the country to mitigate risk relating to availability of raw materials.

e. Internal Control System and their Adequacy:

The Company''s internal audit system has been continuously monitored and updated to ensure that assets are
safeguarded, established regulations are complied with and pending issues are addressed promptly. The Audit Committee
makes a note of the audit observations and takes corrective/remedial actions wherever necessary. It also maintains
constant dialogue with statutory and internal Auditors to ensure that Internal Control system are operating effectively.
Based on its evaluation (as provided under Section 177 of the Companies Act, 2013 and Clause 18 of SEBI Listing
Regulations), the Audit Committee has concluded that as of 31^stMarch, 2024, the Internal Financial Controls were
adequate and operating effectively.

M/s. Govind Prasad & Co, Chartered Accountants, the Statutory Auditors formed an opinion that the Company has, in all
material respect, an internal financial control with reference to financial statements of the Company and such internal
financial reporting are operating effectively. The criteria for financial reporting as established by the Company considering
the essential components of internal control as stated in the Guidance note on Audit of Internal Financial Control over
Financial Reporting issued by the Institute of Chartered Accountants of India and a report on the internal controls over
financial reporting as defined in Section 143 of the Companies Act, 2013.

f. Discussion on financial performance with respect to operational performance:

Analysis of the profit and loss statement

Revenues :Revenue from operations reported 37.79% increase from Rs. 3548.56 Lacs in 2022-23 to Rs. 4889.43 Lacs
in 2023-24

Expenses : Total expenses of the Company increased by 38.82% from Rs. 3313.74 Lacs in 2022-23 to Rs. 4600.19
Lacs in 2023-24 due to corresponding increase in sales volume, which is also falling at 37.79% .

Analysis of the Balance Sheet Sources of funds.

- The net worth of the Company increased from Rs. 2527.88 Lacs as on 31^st March, 2023 to Rs. 2902.80 Lacs as on
31^st March, 2024 owing to increase in reserves and surpluses.

- Other Expenses costs of the Company increased from Rs.1045.70 Lacs as on 31^st March, 2023 to Rs.21.36.85
Lacs as on 31^st March, 2024 due to increase in provision for bad debts, payment to sub-contractor with materials
and loss on sale of assets sold or discarded.

Application of funds.

Other non-current assets.

Other non-current assets of the Company decreased from Rs. 13.12 Lacs as on 31^st March, 2023 to Rs.8.39 Lacs as on
31^st March, 2024.

Working Capital Management.

- Net Current assets of the Company increased from Rs. 1163.85 Lacs as on 31^st March, 2023 to Rs.1319.80 Lacs as
on 31^st March, 2024. The current ratios of the Company stood at 5.95 compared to 5.57 in 2022-23 shows sufficient
margin for working capital.

- Inventories including raw materials and work in progress among others decreased by 37.57% from Rs.669.26 Lacs
as on 31^st March, 2023 to Rs. 417.76 Lacs as on 31^st March, 2024. Inventory cycle days drastically in FY 2022-23
to 56 days of turnover as against 40 days equivalent in 2023-24.

- Trade receivables increased by 105% from Rs, 479.76 Lacs on 31^st March, 2023 to Rs.985.78 Lacs as on 31^st
March, 2024 which are less than a year accepted as industry norm.. More than 95.57% of the receivables are
considered good. The Company debtors'' turnover cycle is 62 days during 2023-24 compared to 83.14 days in FY
2022-23. The trade receivables recovery is maintained at reasonable level.

- Cash & bank balance of the Company decreased from Rs.277.50 Lacs as on 31^st March, 2023 to Rs.257.96 Lacs
as on 31^st March, 2024.

Km/ Patinc

Particulars	F. Y. 2023-24	F. Y. 2022-23
Current Ratio	5.95	5.57
Debt-Equity Ratio	0.00	0.00
Debt-Service Coverage Ratio	NA	NA
Return on Equity Ratio	0.11	0.08
Inventory Turnover Ratio	9.24	6.52
Trade Receivable Ratio	5.93	4.39
Trade Payable Ratio	7.30	6.89
Net Capital Turnover Ratio	2.34	6.89
Net Profit Ratio	0.06	0.06
Return on Capital Employed	0.12	0.10

g. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play a pivotal role in offering better
product quality and services to our customer. We ensure that employees gain ample opportunities for personal and
professional growth. High quality recruitment supports the talent management practices of the Company. The Company
continues to foster a high performance culture by recognizing good performers and providing them with career enhancing
opportunities.

h. Cautionary Statement:

Statements made in this section describes the Company''s objectives, projections, estimates, expectations which may
be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Forward looking
statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that
these assumptions and expectations are accurate or will be realized by the Company. Actual results could differ
materially from those expressed or implied due to the influence of external factors which are beyond the control of the
Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statement
on the basis of any subsequent development, information or events.

21. Remuneration Policy:

The Objective and broad framework of the Company''s Remuneration Policy is to consider and determine the remuneration
based on fundamental principles of payment for performance , for potential and for growth. The Remuneration policy reflects
on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company
and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance and
emphasizing on line expertise and market competitiveness so as to attract the best talent . It also ensures the effective
recognition of performance and encourages a focus on achieving superior operational results. The Nomination and
Remuneration Committee recommends the remuneration of Directors and key managerial Personnel which is approved by
the Board of Directors, subject to the approval of the Shareholders, where necessary. The level and composition of
remuneration shall be reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial personnel and
other employees of the quality required to run the Company successfully. The relationship of remuneration to performance
should be clear and meet appropriate performance benchmarks. The remuneration to Directors, Key Managerial personnel
and senior management personnel should involve a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its Goals. The Remuneration policy is placed on the
Company''s web site www.conaratengineers.com

Information about elements of remuneration package of Individual Directors is provided in the Annual Return as provided
under Section 92 (3) of the Companies Act, 2013 which is placed on the website of the Company.

None of the Directors, Key managerial Personnel and any other employees of the Company, draw remuneration more than
Rs. 68.00 Lacs per annum or Rs. 5.75 Lakhs per month, hence being not applicable, details of the employees, as are
required under Companies ( Appointment and Remuneration of Managerial Personnel), Rules 2014 are not furnished.

22. Risk Management:

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing
shareholders value.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk
management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness
with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.

23. Corporate Social Responsibility (CSR):

The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135
of the Companies Act, 2013. However, in view of inadequate profit, the Company is not required to pursued any initiatives on
CSR activity. Internal accruals generated by way of profits, are being spent on ongoing/ new projects activities conceived by
the Company.

For the Company, Social Responsibility is a key element of accountability and it will continue to strive in its behaviour and
action, being a level of minimum statutory compliance. The Company believes in the sustainable growth and prosperity of its
stakeholders and views its responsibilities not only as business responsibilities but as Ethical and Social as well.

24. Safety, Environment and Health:

The Company''s commitment to excellence in Health and Safety is embedded in the Company''s core values. The Company
has a stringent policy which drives all employees to continuously break new ground in safety management for the benefit of
people, property, environment and the communities where we operate on sites.

The Company respects human rights, values its employees and their communities. The Company considers safety, environment
and health as the management responsibility. Regular employee training programs are in place throughout the Company on

Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring,
not only the safety of employees but surrounding population of the works as well.

25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection
to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees
of the Company, those of contractors as well as trainees are covered under this Policy. The policy of the Company is placed
on the website of the Company (www.conartengineers.com)

No complaint was received from any employee during the financial year 2023-2024, which needs redressal.

26. Vigil Mechanism/ Whistle Blower Policy:

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), the Company is required to establish an effective
Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle-blower Policy in place since 2004 to encourage and facilitate employees to report concerns
about unethical behaviour, actual/ suspected frauds and violation of Company''s Code of Conduct or Ethics Policy. The
Policy has been suitably modified to meet the requirements of Vigil Mechanism under the Companies Act, 2013. The policy
provides for adequate safeguards against victimization of persons who avail the same and provides for direct access to the
Chairperson of the Audit Committee. The policy also establishes adequate mechanism to enable employees report instances
of leak of unpublished price sensitive information. The Audit Committee of the Company oversees the implementation of the
Whistle-Blower Policy.

The Company has disclosed information about the establishment of the Whistle Blower Policy on its website
www.conartengineers.com. During the year, no person has been declined access to the Audit Committee, wherever desired.

27. Code of Conduct:

The Board has laid down a code of conduct for board members and senior management personnel of the Company.
The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of
conduct is posted on Company''s website www.conartengineers.com. The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A declaration with regard to compliance of Code, is NOT furnished,
in view of its non-applicability.

28. Prevention of Insider Trading:

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading)
Regulations, 2015. The same has been placed on the website of the Company www.conartengineers.com. All the Directors,
senior management employees and other employees who have access to the unpublished price sensitive information of the
Company are governed by this code. During the year under Report, there has been due compliance with the said code of
conduct for prevention of insider trading.

29. Corporate Governance Report:

The Report on Corporate Governance as required under Section 204 of the Companies Act, 2013 and Regulation 34 read
with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report is enclosed as Annexure E.

The requisite certificate from M/s. Sanjay Dholakia, Practicing Company Secretaries confirming compliance with the conditions
of Corporate Governance as stipulated is attached to the Report on Corporate Governance.

30. Deposits from Public:

The Company has neither accepted nor renewed any deposits from public during the year under review and that there were
no outstanding / unclaimed or unpaid deposits as at the close of financial year.

31. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The Company is implementing E- learning system in operating construction equipments and trying to reduce man hour
requirements and expediting construction activities. How ever, the same can not be quantified in value.

Technology absorption: Your Company has not taken new technology for absorption es.

Foreign Exchange earnings and outgo:

There was no inflow or outflow of foreign exchange, during the year under review.

32. Particulars of Employees and related disclosures:

No employee or Directors is being paid any remuneration exceeding Rs. 8,50,00/- p.m. and/or Rs. 102 Lakhs p.a. However
disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Rules, 2014, is annexed herewith as Annexure E.

33. Other Disclosures:

a) The properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have
been adequately insured.

b) The Company has not accepted/renewed any deposits.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees

d) In the opinion of the Board, the Independent Director re-appointed is a person of integrity and possess expertise,

experience and proficiency.

e) No significant or material order were passed by the Regulations or Courts or Tribunals which impact the going concern
status and Company''s operations in future.

f) No fraud has been reported by the Auditors to the Audit Committee or the Board.

g) The Company has not appointed any woman at the construction site level or limited woman employees are working in
office since long. The Company has not faced any difficulty in appointing in the office observing their gentle behaviour,

h) No application was made nor any proceeding is pending under the Insolvency and Bankruptcy

i) No settlement has been done with bank or financial institutions.

34. Share Capital:

The paid-up equity share capital of the Company as at 31^stMarch, 2024 is Rs. 3,14,00,000. The Company currently has no
outstanding shares issued with differential rights, sweat equity or ESOS.

35. Auditors:

(i) Statutory Auditors:

In compliance with the provisions of the Companies (Audit and Auditors) Rules, 2014, M/s.Govind Prasad & Co, Chartered
Accountants Firm Registration Number (FRN): 114360W as the Statutory Auditors of the Company by the members at
their 48^thAnnual General Meeting held on 27^th September, 2022 to hold office for a term of five (5) years i.e. till the
conclusion of the Annual General Meeting for the financial year 2026-27.

The Auditors'' Report for the financial year 2023-24 does not contain any qualifications, reservations or adverse remark.
The Auditors'' Report is enclosed with the financial statements in this Annual Report.

(ii) Secretarial Auditors:

The Board of Directors appointed Mr. Sanjay Dholakia of M/s. Sanjay Dholakia and Associates, Practicing Company
Secretaries to conduct Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report of Mr. Mr. Sanjay Dholakia of M/s. Sanjay Dholakia and Associates, Practicing Company
Secretaries for the financial year 2023-24, is annexed herewith as Annexure F. which does not contain any qualification
and reservation or any adverse remark. The Company has complied with the applicable provisions of the SEBI ( LODR)
and Secretarial Standards.

(iii) Internal Auditors:

The Board of Directors appointed M/s. Parikh Shah Chotalia& Associates, Chartered Accountants, as the Internal
Auditors for the Financial Year 2024-25

(iv) Cost Auditors

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are not applicable to the Company
hence the company has not appointed any cost auditor,

36. Acknowledgement:

The Board places on record its deep appreciation for the continued support received from various clients, vendors and
suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the
Company.

For and on behalf of the Board of Directors,

Date: 13.08.2024 Jitendra Sura

Place: Vadodara Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting forty first Annual Report of Conart Engineers Limited along with the Audited Financial Statements for the year ended March 31, 2015.

1 FINANCIAL PERFORMANCE (STANDALONE)

The Financial Performance for fiscal 2014-2015 is summarized in the following table:

(Rs. In Lacs)

Particulars 2014-2015 2013-14

Revenue from Operations 1911.06 841.53

Total expenditure 1849.18 864.96

Operating Profit 61.88 (23.43)

Other Income 111.95 93.00

Profit Before Interest and Depreciation 173.86 69.57

Interest 2.90 6.65

Depreciation 53.03 47.01

Profit Before Tax 117.90 15.91

Provision for Taxation

(a) Current 21.80 2.15

(b) Deferred Tax of earlier year 0 0 written Back

(c) Deferred Tax (16.28) 5.59

(d) Fringe Benefit 0 0

(e) Prior Year Tax Adjustment 0 0

Profit after Tax 112.16 8.17

Balance carried to Balance sheet 844.61 836.44

Earnings Per Share (Rs.) 3.74 0.27

Company's Performance Overview

Your Company has been affected by the downturn in global & national economy. The Company has incurred profit of Rs. 112.16 lacs during the year as compared to previous year profit of Rs. 8.18 lacs, thus increased its profitability. Pursuant to enactment of the Companies Act, 2013 and its applicability for accounting periods commencing from April 01, 2014, the Company has revised its policy of providing depreciation on fixed assets as per schedule II to the Act. Depreciation is now provided over the remaining useful life of fixed assets for all assets as against policy of providing on straight line basis as per schedule XIV of the Companies Act 1956. Consequently, the depreciation for the Year ended March'15 is higher by Rs.4.87 Lacs. Further an Amount of Rs. 97.83 Lacs towards depreciation up to the period of March, 2015 has been charged to reserves and surplus account. The increase in price of Materials and Labour continues to marginally affect the profits of your Company. Your Company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future.

2 DIVIDEND

The Board of Directors are of the opinion that the profit is to be ploughed back and hence do not recommend dividend this year.

4 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this Annual Report.

5 CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity. The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted provisions of the new law.

All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached to this Report. The Managing Director has given a certificate of compliance with the Code of Conduct as required under Clause 49 of the Listing Agreement forms part of the Annual Report. Related Party disclosures/transactions are detailed in Notes to the financial statements.

In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings ofthe Board and Board Committees held during the year, are provided in the Corporate Governance Report.

During the year, your Company has adopted new policies and amended existing policies such as Policy on Related Party Transactions and Whistle Blower Policy in line with new governance requirements. These policies are available on the website of the Company at www.conartengineers.com. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A Certificate of the CEO and CFO of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

6 DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

* Changes in the composition of the Board of Directors and other Key Managerial Personnel

Mr. Sunil C Vakil was appointed as an independent Director by the Board at the Board meeting held on June 26, 2014. Mrs. Pooja J Sura was appointed as a woman director by the Board at the Board meeting held on October 31, 2014. During the year Mr. Jimish J Sura was appointed a Chief Financial Officer and Ms. Ketki Parikh as Company Secretary of the Company. There was no other appointment or cessation of appointment of key managerial personnel during the financial year.

* Independent Directors

The Board of the Company consists of 06 Directors, out of which three are independent Directors, one women Director and two are whole time Directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange, which has been relied on by the Company and placed at the Board Meeting of the Company held on May 29, 2015.

* Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, In terms of the provisions of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Jimish Sura and Mr. Jitendra Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment. The Company has received requisite notices in writing from members proposing Mr. Chandrakant Patel, Mr. Harsh V. Patel and Mr. Sunil C Vakil for appointment as Independent Directors. The Company has received requisite notices in writing from member proposing candidature of Mrs. Pooja J Sura as Director liable to retire by rotation.

* Re-appointments/Approvals for Executive Directors

In terms of the provisions of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Jitendra Sura was appointed as Chairman and Managing Director for a period of five years commencing from October 31,2014 and ending on October30, 2019. Similarly, Mr. Jimish J Sura was appointed as Executive Director - Finance, for a period of five years commencing from November 01,2014 and ending on October 31, 2019. The remuneration and other terms of appointment is subject to approval by the Members as stated in Notice convening Annual General Meeting forming part of this report.

7 AUDITORS

* Statutory Auditors

M/s. Govind Prasad & Co. Chartered Accountants (M. No. 047948), the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 141(3)(g)oftheCompanies Act, 2013. The appointment is accordingly proposed in the Notice of the Annual General Meeting at for ratification by Members.

* Secretarial Auditors

During the year, Secretarial Audit was carried out by M/s. Sanjay Dholakia & Associates (M. No. 2655) , a firm of Company Secretaries in Practice, the Secretarial Auditor of the Company for the financial year 2014-15 Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation. The detailed report on the Secretarial Audit is forming part of this Annual Report.

8 INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres. There were no instances taken place in the Company during the year which are required to be reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9 COMPLIANCES UNDER COMPANIES ACT, 2013

* Board Meetings held during the year

During the year, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is forming part of Annual Report.

* Extract of Annual Return

The extract of Annual Return in Form MGT9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is forming part of this Annual Report.

* Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to the clarification dated February 13, 2015 issued by Ministry of Corporate Affairs and Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013, the relevant disclosure is given in the notes to financial statements.

* Remuneration Policy of the Company

The Remuneration policy ofthe Company comprising the appointment and remuneration ofthe Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report forming part of this Annual Report.

* Related Party Transactions

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements. The Board had approved policies on Related Party Transactions. The policy has been uploaded on the Company's website.

* Risk Management Policy and Framework

The Company's risk management policy and framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors has oversight on all the risks assumed by the Company. The Board reviews the level and direction of major risks pertaining to market, liquidity, operational, compliance, and capital at risk as part of risk profile overview.

The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of statutory and internal auditors ofthe Company.

* Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement, Independent Directors at their meeting without the participation ofthe Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board has undergone a formal review which comprised Board effectiveness and review of materials. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report forming part of this Annual Report.

* Company's Code of Conduct for Prevention of Insider Trading

In accordance with the requirements ofthe Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Company has also in place a comprehensive code of conduct for prevention of insider trading.

* Company's Code of Practices and Procedure for "Fair Disclosure of Unpublished Price Sensitive lnformation."

With reference to Regulation 8.2 (Chapter - lV) ofthe SEBI (Prohibition of lnsider Trading) Regulations, 2015, the Board of Directors of Company has instituted a "Conart Engineers Limited Code of Practices and Procedure for "Fair Disclosure of Unpublished Price Sensitive lnformation".

* Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics for Directors and employees of the CONART aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and is available on the website ofthe Company. Pursuant to Clause 49 of the Listing Agreement, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of this Annual Report.

* Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 ofthe Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman ofthe Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report.

* Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programmes at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

* CEO/CFO Certification

In terms of Clause 49 ofthe Listing Agreement, the certification by the Managing Director & CEO and Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained and forming part of this Annual Report.

* Subsidiary, Associate and Joint Venture Companies

The Company does not have any subsidiary, associate or joint venture Company, which is required to be reported under the Companies Act, 2013.

* Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

* Significant and Material Orders Passed By the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status ofthe Company and its future operations.

* Human Resource

Your Company's Human Resource agenda remained focused on reinforcing the key thrust areas, building an inclusive culture and a strong talent pipeline, institutionalising mission critical capabilities in the organisation, driving greater employee engagement and continuing to focus on progressive employee relation policies.

* Internal Control and Its Adequacy

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their operating effectiveness to ascertain the reliability and authenticity of financial information.

* Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 ofthe Companies Act, 2013 read with Rule 8 (3) ofthe Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, the Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance. During the Financial year 14-15, total Foreign Exchange used and earned was Nil.

Your Company has successfully renewed its accreditation as an ISO 9001:2008 Company from Joint Accreditation System of Australia and New Zealand (JAS-ANZ). Your Directors are confident that a bright future lies ahead for your Company.

The Company has used information technology extensively in its operation and is continuously upgrading in consonance with the latest technology as per industry standard.

* Material changes and commitments affecting the financial position of the Company which have occurred between March 31,2015 and August 07, 2015 (date of the Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report (August 7, 2015).

* Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed to this report.

* Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) In the preparation ofthe annual financial statements for the year ended March 31,2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) For the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view ofthe state of affairs ofthe Company and ofthe Profit and Loss ofthe Company for the year ended March 31, 2015.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

10 AUDITOR'S REPORT

The Report given by the Auditors on the financial statements ofthe Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report and by Company Secretary in practice in his Secretarial Audit Report.

11 GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative' since the last four years, the Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those shareholders whose email ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited / Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 ofthe Listing Agreement permit the dissemination of financial statements in electronic mode to the shareholders.

Your Directors are thankful to the shareholders for actively participating in the Green Initiative and seek your continued support for implementation ofthe green initiative.

12 APPRECIATION

The Board wishes to place on record its gratitude to the Company's customers, consultants, auditors and various Government authorities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts put in and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all- round progress ofthe Company.

For and on behalf of the Board

Place: Vadodara Jitendra S. Sura Date : 7th August, 2015 Chairman & Managing Director DIN : 0480172

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Mar 31, 2014

To the Members of

CONART ENGINEERS LIMITED

The Directors have pleasure in presenting their Fortieth Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2014.

FINANCIAL REVIEW

(Rs. In lakhs) Particulars 2013-14 2012-13

Gross revenue 841.53 2445.99

Total expenditure 864.96 2474.99

Operating Profit -23.43 -29.00

Other Income 93.00 59.87

Profit Before Interest and Depreciation 69.57 30.87

Interest 6.65 21.12

Depreciation 47.01 46.96

Profit Before Tax 15.91 -37.21 Provision for Taxation

(a) Current 2.15 15.06

(b)Deferred Tax earlier year written Back 0.00 0.00

(c) Deferred Tax 5.59 -28.67

(d) Fringe Benefit 0.00 0.00

(e) Prior Year Tax Adjustment 0.00 0.00

Profit after Tax 8.17 -23.60

Balance Brought forward from earlier year 836.44 860.04

Amount available for appropriations 844.61 836.44

Appropriation

Transfer to General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Proposed Dividend 0.00 0.00

Balance carried to Balance sheet 836.44 860.04



PERFORMANCE REVIEW

Your company has been affected by the downturn in global & national economy thus leading to reduced turnover and drop in profitability. The increase in price of Materials and Labour continues to marginally affect the profits of your company. Your company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future. This includes recent diversification in the field of Project Management services.

BUSINESS PROSPECTS

In the current Budget the Government has earmarked huge funds for development of infrastructure. The Government is also committed to boost the Indian economy for overall growth. The company continues to receive inquiries for new projects from existing customers as well as through customer references. All these factors are positive indicators for your company.

NEW STANDARD ADOPTED

Your company has successfully renewed its accreditation as an ISO 9001:2008 company from Joint Accreditation System of Australia and New Zealand (JAS-ANZ).Your Directors are confident that a bright future lies ahead for your company.

DIVIDEND

The Board of Directors are of the opinion that the profit is to be ploughed back and hence do not recommend dividend this year.

DEPOSITORY SYSTEM:

87.85% of the equity shares of the company are dematerialized as on 31st March, 2014.

DIRECTORS:

In terms of the provisions of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Jimish Sura and Mr. Jitendra Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment. The Company has received requisite notices in writing from members proposing Mr. Chandrakant Patel, Mr. Harsh V. Patel and Mr. Sevantilal P. Shah for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. The applicable Accounting Standards have been followed in the preparation of the Annual Accounts and proper explanation has been furnished, relating to material departures.

2. Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts for the year ended on 31st March, 2014 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate report on corporate Governance is furnished along with this report and the Auditors'' Certificate regarding the compliance of the said code is annexed thereto.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public and its directors.

PARTICULARS OF EMPLOYEES:

The Company has no employee drawing remuneration equal to or more than the limits prescribed u/s 217(2A) of the Companies Act, 1956

CONSERVATION OF ENERGY

The Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial year 13-14, total Foreign Exchange used and earned was Nil.

TECHNOLOGY ABSORPTION

The Company is continuously upgrading its Machinery in consonance with the latest technology in the construction industry.

AUDITORS

M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 141(3)(g) of the Companies Act, 2013.

SECRETARIAL AUDITORS

As a measure of good Corporate Governance Practice and as mandated by the Provisions of Companies Act, 2013, the Board of Directors of the Company appointed M/s. Samdani Shah & Associates, a firm of practicing Company Secretaries to conduct the Secretarial Audit for the Financial Year 2014-15.

LISTING OF SHARES

The Company''s Equity Shares are presently listed on BSE Ltd, Mumbai.

APPRECIATION

The Board wishes to place on record its gratitude to the Company''s bankers, consultants, auditors and various Government authorities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts put in and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all-round progress of the Company.

On behalf of the Board of Directors For Conart Engineers Limited

Place: Vadodara Jitendra S. Sura Date: 29th May, 2014 Chairman / Managing Director

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Mar 31, 2012

TO THE MEMBERS OF CONART ENGINEERS LIMITED

The Directors have pleasure in presenting their Thirty-Eighth Annual Report and the Audited Statement of Accounts for the Financial year ended March 31, 2012.

FINANCIAL REVIEW

(Rupees In Lakhs)

2011-12 2010-11

Gross revenue 2652.15 3902.07

Total expenditure 2520.59 3818.76

Operating Profit 131.56 83.31

Other Income 45.84 85.82

Profit Before Interest and Depreciation 177.40 169.13

Interest 19.87 20.89

Depreciation 47.83 47.87

Profit Before Tax 109.70 100.37 Provision for Taxation

(a) Current (28.41) (16.05)

(b) Deferred Tax earlier year written Back 0.00 0.00

(c) Deferred Tax 2.57 6.89

(d) Fringe Benefit 0.00 0.00

(e) Prior Year Tax Adjustment 0.00 0.00

Profit after Tax 78.72 77.43 Balance Brought forward from earlier year 779.80 702.37

Amount available for appropriations 858.53 779.80 Appropriation

Transfer to General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Proposed Dividend 0.00 0.00

Balance carried to Balance sheet 858.53 779.80

PERFORMANCE REVIEW

Your company has maintained profitability levels in spite of reduced turnover. The increase in price of Materials and Labour continues to marginally affect the profits of your company. Your company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future. This includes recent diversification in the field of Project Management services.

BUSINESS PROSPECTS:

In the current Budget the Government has earmarked huge funds for development of infrastructure. The Government is also committed to boost the Indian economy for overall growth. The company continues to receive inquiries for new projects from existing customers as well as through customer references. All these factors are positive indicators for your company.

NEW STANDARD ADOPTED:

Your company has successfully renewed its accreditation as an ISO 9001:2008 company from Joint Accreditation System of Australia and New Zealand (JAS-ANZ).Your Directors are confident that a bright future lies ahead for your company.

DIVIDEND:

The Board of Directors are of the opinion that the profit is to be ploughed back and hence do not recommend dividend this year.

DEPOSITORY SYSTEM:

87.37% of the equity shares of the company are dematerialized as on

31st March 2012.

DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Sevantilal P. Shah and Mr. Pradip R. Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment.

DIRECTORS'RESPONSIBILITYSTATEMENT

The applicable Accounting Standards have been followed in the preparation of the Annual Accounts and proper explanation has been furnished, relating to material departures.

Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is furnished along with this report and the Auditors' Certificate regarding the compliance of the said code is annexed there to.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public / directors. PARTICULARS OF EMPLOYEES:

The Company has no employee drawing remuneration equal to or more than the limits prescribed U/S217(2A)of the Companies Act, 1956

CONSERVATION OF ENERGY

The Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, total foreign exchange used and earned was Rs. NIL/-and Rs. NIL/-respectively.

TECHNOLOGY ABSORPTION

The Company is continuously upgrading its Machinery in consonance with the latest technology in the construction industry.

AUDITORS

M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 224(1 B) of the Companies Act, 1956.

LISTING OF SHARES

The company's Equity Shares are presently listed on Mumbai Stock Exchange.

APPRECIATION

The Board wishes to place on record its gratitude to the Company's bankers, consultants, auditors and various Government author cities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts Putin and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all-round progress of the Company.

On behalf of the Board of Directors

For CONART ENGINEERS UMITED

Place: Vadodara (Mr.Jitendra S. Sura)

Date: 4th August, 2012 Chairman / Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their Thirty-Sixth Annual Report and the Audited Statement of Accounts for the financial year ended March 31,2010.

FINANCIAL REVIEW

(Rupees In Lacs)

2009-10 2008-09

Gross revenue 2692.87 2847.81

Total expenditure 2453.53 2608.56

Operating Profit 239.34 239.25

Other Income 50.47 45.32

Profit Before Interest and Depreciation 289.81 284.57

Interest 10.12 10.87

Depreciation 34.84 29.77

Profit Before Tax 244.85 243.93

Provision for Taxation

(a) Current (75.75) (78.10)

(b) Deferred Tax earlier year written Back 0.00 0.00

(c) Deferred Tax (2.56) (0.54)

(d) Fringe Benefit 0.00 (3.59)

(e) Prior Year Tax Adjustment 0.00 0.00

Profit after Tax 166.54 161.70

Balance Brought forward from earlier year 595.81 434.11

Amount available for appropriations 762.36 595.81

Appropriation Transfer to General Reserve 25.00 0.00

Proposed Dividend 30.00 0.00

Tax on Proposed Dividend 4.99 0.00

Balance carried to Balance sheet 702.37 595.81

PERFORMANCE REVIEW:

Your company has registered a robust growth in turnover of about 12%. The increase in price of Materials and Labour continues to marginally affect the profits of your company. Your company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future.

BUSINESS PROSPECTS:

In the current Budget the Government has earmarked huge funds for development of infrastructure. The Real Estate sector is also reviving since the corporate world has forecast a turnaround. The capex plans are now being implemented by corporate world. The Government is also committed to boost the Indian economy for overall growth. All these factors are positive indicators for your company.

NEW STANDARD ADOPTED:

Your company has successfully renewed its accreditation as an ISO 9001:2008 company from JAS, Australia and Newzealand (JAS-ANZ).

Your Directors are confident that a bright future lies ahead for the Real Estate Sector and your company.

DIVIDEND:

The Board of Directors recommend a dividend of 10% on equity shares i.e. Rs. V- per share.

DEPOSITORY SYSTEM:

86.44% of the equity shares of the company are dematerialised as on 31st March, 2010.

DIRECTORS:

in accordance with the provision of the Company Act, 1956 and in accordance with the Articles of Association of the Company, Mr, Harshad Javeriand Mr. Pradip R Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment.

Mr. Chandrakant R Patel was appointed as an additional director of the company during the year with effect from 30lh October, 2009 and his term has been expiring at the ensuing Annual General Meeting and being eligible for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT

The applicable Accounting Standards have been followed in the preparation of the Annua Accounts and proper explanation has been furnished, relating to material departures.

Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. ¦.

The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is furnished along with this report and the

Auditors Certificate regarding the compliance of the said code is annexed there to.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public / directors.

PARTICULARS OF EMPLOYEES:

The Company has no employee drawing remuneration equal to or more than the limits prescribed U/S 217(2A)of the Companies Act, 1956

CONSERVATION OF ENERGY

The Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, total foreign exchange used and earned was Rs.Nil and Rs.Nil/ - respectively.

TECHNOLOGY ABSORPTION

The Company is continuously upgrading its Machinery in consonance with the latest technology in the construction industry.

AUDITORS

M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 224( 1B) of the Companies Act, 1956.

LISTING OF SHARES

The companies Equity Shares are presently listed on Mumbai Stock Exchanqe.

APPRECIATION

The Board wishes to place on record its gratitude to the Companys bankers, consultants, auditors and various Government authorities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts put in and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all-round progress of the Company.

On behalf of the Board of Directors

For CONART ENGINEERS LIMITED

Place: Mumbai (Mr. Jitendra S. Sura)

Date: 29h May 2010 Chairman / Managing Director