To

The Members,

CONART ENGINEERS LIMITED

Your directors have pleasure in presenting their 52nd Annual Report together with the Audited Financial Statement of Accounts for the financial year ended March 31, 2026.

The following figures summarize the operational performance of the Company for the Financial Year ended 31st March, 2026.

1. FINANCIAL STATEMENT:

2. BUSINESS PERFORMANCE

During the year under review, Revenue of your company was Rs. 6,223.02 as compared to Rs. 5652.98 in the previous year. The Profit after Tax for the year registered a increase of 39.14%, closing at Rs.372.67 (in Lakhs) as against Rs. 267.83 (in lakhs) in the previous year.Whereas there is decrease of (6.79%) in total comprehensive income of FY 25-26 comparing to FY 24-25

3. DIVIDEND:

To fund new projects, maintain a robust working capital cycle, and support financial arrangements involving mutual fund investments for bank guarantees, the Board deems it prudent to plough back profits. Consequently, the Board does not recommend any dividend for the financial year ended March 31st 2026.

4. TRANSFER TO RESERVE:

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

5. EQUITY SHARE CAPITAL:

Authorized Share Capital:

The authorized equity share capital of the Company stands at each Rs. 4,00,00,000 (Rupees Four Crores) divided into 80,00,000 equity shares of Rs. 5 each. P.Y. 40, 00,000 Equity Shares of Rs. 10.00

Paid-up Share Capital:

The paid-up equity shares capital of the Company as on March 31, 2026, stands at Rs. 3,14,00,000 divided into 62, 80,000 Equity Shares of Rs. 5.00 each, P.Y. 31,40,000 Equity Shares of Rs.10.00 each

During the financial year under review, the Company has not issued any shares with differential rights, sweat equity shares, or granted any employee stock options (ESOPs).

6. REGISTERED OFFICE:

The Registered Office of the Company is situated at 17, Ground Floor, Jay Bharat Society Nr. Solanki Palace, 3rd Road, Old Khar, Khar West, Mumbai City, Mumbai, Maharashtra, India, 400052. There was no change in the registered office of the Company during the financial year under review.

Address at which the books of account are to be maintained: 2nd Floor, Bombay Shopping Centre R C Dutt Road, Vadodara, Gujarat, India, 390007.

7. SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiary company.

8. CHANGE IN THE NATURE OF BUSINESS:

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

9. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2026 and the date of the Directors' report.

10. SIGNIFICANTANDMATERIALORDERSPASSEDBY THEREGULATORS/COURTS/TRIBUNALS

From Corporate Tax perspective, apart from Industry based tax litigations, revenue authorities or tribunal or court, have not passed any order impacting going concern status of the organization.

11. ANNUALRETURN&EXTRACTSOFANNUALRETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at https://www.conartengineers.com/

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has six Directors of which two are executive Directors and one non-executive director. The Company has three Independent Directors.

- CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

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, there is a change in the Key Managerial Personnel during the current financial year 2026-27.

- DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Jimish Jitendra Sura, Executive Director shall retire by rotation in the ensuing Annual General Meeting and being eligible for re-appointment, has offered his candidature for directorship.

The resolution for aforesaid re-appointment along with the brief profile and other related information of Mr. Jimish Jitendra Sura form part of the Notice convening the AGM of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Furthermore, the Independent Directors have confirmed that they have complied with the Code of Conduct for Independent Directors (Schedule IV of the Companies Act, 2013) and have enrolled themselves in the online databank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA) pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the independent Directors fulfil the conditions specified in the Act and SEBI LODR Regulations, are persons of integrity, possess requisite expertise, qualifications, and experience (including proficiency), and are independent of the management.

14. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the following criteria:

- Qualifications: Relevant professional experience, expertise, and educational background in fields aligned with the company's business.

- Positive Attributes: High standards of integrity, ethical behavior, leadership qualities, commitment, and the ability to contribute effectively to board deliberations.

- Independence: Fulfillment of all independence criteria stipulated under Section 149(6) of the Act and SEBI LODR Regulations, ensuring objectivity and absence of conflicts of interest.

15. BOARD MEETINGS

During the year under review, five Board Meetings and four Audit Committee Meetings were held. The Company has also constituted Nomination and Remuneration Committee and Stakeholders relationship Committee as per the provisions of the Companies Act 2013 and SEBI (LODR) Regulations, 2015.The Committee meetings are held as per the requirement of the applicable laws. The details are given in the Corporate Governance Report which is annexed as ANNEXURE-I. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

16. AUDITCOMMITTEE

The Audit Committee comprises of 3 Independent Non-Executive Directors and one executive Director, with Mr. Sunil Vakil, as the Chairman and Mr.Nirmal Parikh, Jignesh Shah & Jimish Sura as the Member who met 4 Times during the year under review,27-05-2025,31-07-2025, 14-11-2025, 09-02-2026, 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

17. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013.The role and terms of reference of the Nomination and Remuneration Committee cover the matters specified under Part D of the Schedule II of (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 178 of the Companies Act, 2013.

During the Financial Year under review, the Nomination and Remuneration Committee met 2 (Two) time on 31-07-2025, 14-11-2025. As on March 31, 2026, the composition of the Nomination and Remuneration Committee is in conformity with the requirements of Section 178 of the Act. The Committee comprises of Mr. Jignesh Shah as Chairman, and Mr. Nirmal Parikh and Mr. Sunil Vakil as Members of the Committee.

18. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee now comprises of with Mr. Nirmal Parikh, as the Chairman, Mr. Sunil Vakil, Mr. Jignesh Shah & Jimish Sura as members of the Committee. The main function of the Committee is to review and redress various investors' complaints and express its satisfaction with the Company's performance in dealing with their grievances; the company's share transfer system, transfers, transmissions, split, consolidation, etc.

During the Financial Year under review, the Stakeholders Relationship Committee met 4(four) time on 27-05-2025,31-07-2025,14-11-2025,09-02-2026. As on March 31, 2026, the composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Act.

19. CODE OF CONDUCT

The Board of Directors have approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

20. INSIDER TRADING REGULATION

The Company has implemented a Code of Conduct for the Prevention of Insider Trading, in the form of a Structured Digital Database (SDD), to regulate the trading of securities by the Directors and designated employees. The Code mandates pre-clearance for transactions involving the Company's shares and prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window. The Board is responsible for ensuring the effective implementation of this Code.

All the Board of Directors and Key Managerial Personnels (KMP's) have confirmed their compliance with the Code.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Report on Business Responsibility and Sustainability report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities based on market capitalization.

22. WHISTLE BLOWER POLICY / VIGIL MECHANISMS:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

23. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

24. RISK MANAGEMENT POLICY

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

25. 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.

26. 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 otherbody corporate or person; and

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

27. 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 https://www.conartengineers.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 – B to this report.

28. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

In a separate meeting of independent directors, performance of non - independent directors, performance of the Board as whole and performance of chairman was evaluated, taking into account views of the executive director and non - executive directors.

29. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has adopted the Remuneration policy for Directors, Key Managerial Personnel and other employees of the Company under section 178(4) of the Act and Policy on diversity of Board of Directors. These policies are available at the Company's website at https://www.conartengineers.com/

30. PARTICULARS OF EMPLOYEES

A. Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of Remuneration of Directors of the Company to the median employee's remuneration and other details may be provided upon request.

B. Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further Details relating to Disclosures in Board's Report as per provisions of Section 197of Companies Act, 2013 and read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2017 forming part of this annual report as inANNEXURE-C.

31. CORPORATEGOVERNANCEANDCOMPLIANCEOFSECRETARIAL STANDARDS

The Company has complied with corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance along with the certificate from Statutory Auditors of the Company confirming the compliance, is annexed as ANNEXURE I & II and forms part of this Annual Report. The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

32. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit as covered under Chapter V of the Act read with Companies (Acceptance of Deposits) Rules, 2014, as amended, from its members or the public during the year under review.

33. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report at ANNEXURE-IV.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided as under:

A. Conservation of Energy

- Steps taken or impact on conservation of energy: The Company continues to place high priority on energy conservation across all its operational sites and offices. Measures include optimizing equipment usage, utilizing energy-efficient lighting (LEDs), and ensuring regular maintenance of machinery to minimize power wastage.

- Steps taken by the Company for utilizing alternate sources of energy:The Company is currently not exploring any alternate sources of energy, as its existing power arrangements adequately meet operational requirements.

- Capital investment on energy conservation equipment: NIL

B. Technology Absorption

- Efforts made towards technology absorption: The Company constantly adopts modern construction methodologies, advanced project management software, and digital tools to enhance operational efficiency, reduce execution time, and improve structural quality.

- Benefits derived: Improved site productivity, better resource planning, cost optimization, and adherence to high-quality construction benchmarks.

- Details of technology imported (if imported during the last 3 years reckoned from the beginning of the financial year): NA

- Expenditure incurred on Research and Development (R&D):Nil

C. Foreign Exchange Earnings and Outgo

- Foreign Exchange Earnings:Nil

- Foreign Exchange Outgo: Nil

35. AUDITORS AND AUDITORS' REPORT

- 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 48thAnnual General Meeting held on 27th 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.

- Observation of Auditors: The Auditors' Report for the financial year 2025-26 does not contain any qualifications, reservations or adverse remark. The report of the Statutory Auditors of the Company is annexed and is forming part of the Annual Report.

- Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, and as approved by the members, the Company had appointed Mr. Sanjay Dholakia, Company Secretary (M No. F2655), Practicing Company Secretaries, to hold office as Secretarial Auditor for a term of 5 (five) consecutive years from 2025-26 to 2029-30.

- Observation of Secretarial Auditor: The Secretarial Audit Report submitted by the Secretarial Auditor for the financial year under review in Form MR-3 is annexed to this Report as ANNEXURE V, which contain qualified remarksregarding 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 favorably. The management will take care such lapses will not be repeated in future.

- Internal Auditors:

The Board of Directors appointed M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, as the Internal Auditors for the Financial Year 2026-27.

- 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. CERTIFICATE FROM PRACTISING COMPANY SECRETARY:

The Company has obtained a certificate from Practising Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such authority and the same forms part of this Report and marked as ANNEXURE-VI.

37. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the Financial Statements for the financial year under review comply in all material respects with the requirements of the Companies Act, 2013.

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

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to any material departures, if applicable.

- The Directors have selected and consistently applied appropriate accounting policies, making 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 its profit and loss for that period.

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

- The annual accounts have been prepared on a going concern basis.

- Adequate internal financial controls were laid down and were operating effectively throughout the financial year.

- Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

38. 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.

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

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2025-26.

No. of complaints received: Nil

No. of complaints disposed: Nil

No. of complaints pending: Nil

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company takes continuous efforts to ensure that the Women in our workplace are safe, and have trust in the Organization to speak up and report to the Internal Complaints Committee if they are faced with any kind of harassment.

40. 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.

41. OTHER DISCLOSURES:

- Insurance: Adequately insured (buildings, plant and machinery, stocks).

- Frauds: No frauds reported by auditors under Section 143(12).

- IBC Proceedings: No applications made or pending under the Insolvency and Bankruptcy Code.

- One-Time Settlement: No settlement done with banks or financial institutions.

42. ACKNOWLEDGEMENTS:

The Board of Directors takes this opportunity to express its sincere gratitude to all regulatory authorities, bankers, clients, vendors, and business partners for their ongoing support, guidance, and cooperation.The Directors place on records their deep appreciation for the hard work, dedication, and untiring efforts of the management and staff across all levels, whose commitment continues to drive the Company's progress.

Finally, the Board extends its heartfelt thanks to the shareholders and investors for their enduring faith, trust, and confidence in the management of the Company.