Kaycee Industries Ltd

To,

The Members,

Kaycee Industries Limited,

Mumbai.

Your Directors have great pleasure in presenting you with the 81 st Annual Report and Financial Statements of the company for the Year ended 31st March. 2024.

In line with the requirements of Section 134 of the Companies Act. 2013 {'the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the SEBI Regulations'), the following information is furnished covering the financial Performance and other significant developments during the Year starting from April 1.2023 and ending on March 31.2024.

1) Financial Highlights

2) Financial Performance

• The Company achieved a turnover of Rs.48,81 Crores for the Year ended 31 st March 2024, This was a rise of Rs.7.03 crores when compared with the year 2022-23.

• The Company achieved the highest turnover and highest profits in a decade.

• The company's Earnings per share (EPS) registered a significant growth from Rs. 550.56/ share (FY'22-23) to Rs. 708 14/share in FY 2023-24

• Borrowings were Nil as of 31 st of March 2024

3) Dividend

The Board considered a fair compensation to be awarded the shareholders, by way of dividend and considering the present economic situation it has recommended the payment of a Dividend of Rs. 1.20/- per equity share of Rs.10/- each for the year ended March 31, 2024 and addition a special dividend of Rs. 0.80/- per equity share of the Rs.10/- resulting in total Dividend Rs.2/- per share aggregating 31,73,500 equity shares the Dividend outflow will amount to Rs. 63.47,000./- and will be out of the available surplus of the Company for the year 2023-24. The Dividend, if so approved by the Members at their ensuring Annual General Meeting, will be paid to all Members whose names appear in the Register of Members on record date fixed August 09. 2024 and will be paid within the stipulated time

4) Share Capital and other related matters

During the accounting year ended 31st March, 2024, there were no changes in the Share Capital or the capital structure of your company. Your Directors were happy to notices the trend of the pricing of the shares of the company and were gratified to note the public support of its performances.

Noticing there trends in the market & to enable the share holders to trade in the share of the Company in an easy and effordable manner, your Board at its meeting held in on May 28. 2024, decided in same measures to faciliales the shareholders in the following manner.

i) Increasing of the Companies Authorised Capital from Rs. 97,50.000/- to Rs. 4 Crores.

ii) Sub-division of the face value of the shares from the pervious Rs. 100/- per share to Rs. 10 per shares.

iii) To capitalised the accomulated reserves & earnings of the company by issuing Bonus equity shares in the Rates of 4:1 for every one equity sharesof the Face Value of Rs. 10 each of the Compnay. 4 new shares of the Face Value of Rs. 10 be issued.

These proposals were presented to members of the Company for E-voting and it is a honour to receive that all the proposals have been approved by members in a very affirmative manner.

Your Directors do hope that the significants measures to taciliting the shareholders in the management of their portfolio will enforce to appear the Company to achive more significant progress then the pronounces one this is one step that could create additional value creation in your hands.

5) Corporate Governance

The Company has been practicing good corporate governance and measures are in line with the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. However, since the Net worth and paid up capital of the Company is below Rs. 25 Crores and Rs 10 Crores respectively, the Regulation 27 and Para C, D and E of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 are not applicable to the Company a good Corporate Governance practice. However the Company has voluntarily adopted compliance to Corporate Governance Report from October 1, 2020. The Corporate Governance report forming part of this Board Report is at annex-7,

6) Reserves

No amount was transterred to reserves during the current Financial Year.

7) Liquidity

As at March, 2024, the Company had adequate cash and cash equivalents in its books, to take care of all current liabilities comfortably.

8) Change in nature of business

There was no change in the nature of business of the Company Your Company continues to be one of the leading manufacturers of Rotatory Switches and other electrical products for valuable customers.

9) Material Changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the report

There has no change in the nature of business of the Company . Your Company continues to be one of the leading manufacturing Companies of Rotary Switches.

10) Details of the significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the On-going Concern status and Company's Operations in future

No such material orders were made by any Regulator or Court or Tribunal during the year under review impacting the on-going concern status and Company s operations in future

11) Details in respect of adequacy of internal financial controls with reference to the financial statements.

The Company has put in place adequate internal financial controls over financial reporting. These are reviewed periodically not only by your board but examined by the auditors. The Company tries to automate these controls to enhanced reliability.

12) Details of Subsidiary/Joint Ventures Associate Companies

Your company does not have any subsidiary/Joint Ventures/Associate Companies company. Your Company continues to be a subsidiary ol M/s Salzer Electronics Ltd, Coimbatore.

13) Deposits

During the Financial year under the review, your Company did not accept any deposits within the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules. 2014.

14) Statutory Auditors

At the Annual General Meeting held on August 04, 2021, M/s. R Subramanian and Company LLP,, Chartered Accountant(FRN.: 004137S/S200041). were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 83rd AGM of the Company to be held in the year 2026.

Pursuant to the Notification issued by Ministry of Corporate Affairs on 7^th May, 2018, amending section 139 of the Companies Act 2013, the mandatory requirement for ratification of the appointment of Auditor by the members at every AGM has been omitted.

The report of the Statutory Auditors on the Company's financial statement is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in the Report.

15) Cost Audit

Though there is no requirement of compliance of maintenance of the cost records within the ambit of Provisions of Section 148(1) of the Companies Act 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules 2014, your Company has been maintaining requisite cost records covering its production activities.

16) Investments Made By the Company

The Company has adequate measures to review the significant impact by way of any increase/ decrease of the fair value of the investments and accordingly being dealt with in the financial statements of the Company. During the reporting period, there was no significant variance in the fair value of its Investments.

17) Extract of the Annual Return

The extract of the annual return in Form No. MGT - 9 forms part of the Board's report is available on the Website ol the Company www.kayceeindustries.com in compliance with Rule 12(1) of the Companies (Management and Administration) Rules, 2014

18) Compliance on Secretarial Standards

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

19) Disclosure of particulars regarding conservation of energy, technology absorption, and foreign exchange earnings and outgo

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure 2.

20) Corporate Responsibility Statement (CSR)

In accordance with the guidance provided by our Directors, it has been established that the Company is not subject to the provisions of Section 135 of the Companies Act, 2013, pertaining to Corporate Social Responsibility for the fiscal year 2023-2024.

It is noteworthy that our net profit for the financial year 2023-2024 has exceeded 5 crores. Therefore, beginning from the financial year 2024-2025, the Company as stipulated law will commence compliance with CSR obligations.

21) Changes in the Directorate

a) Board of Directors

As at March 31,2024 the Board had 7 Directors with, four Non • Executive and Non Independent Directors - Mr R Doraiswamy. Mr, D Ra:esh Kumar. Mrs. A Manimegalai, and Mr.Jitendra Kantilal Vakhariaand Three Independent Directors • Mr. N Rangachary, Mr. Balasubramaman Jayaraman and Mrs. Priya Bhansali.

On the recommendations of its Nomination & Remuneration Committee, the Board of Directors has given its approval for re-appointment of Mr.N Rangachary as a Non - Executive and Independent Director for a period of 5 years from the expiry of his tenure and Mr Jitendra Kantilal Vakharia as Non - Executive and a Non - Independent Directors of the Company to the office or place of Profit of the Company for a period of 3 years and your consent to the proposals is being sought at this meeting. The board has recommended this proposal to you

b) Committees of the Board

The Company has the following committees to discharge the functions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and those committees have been re-constituted consequent to the changes in the composition of the Board.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are available on the website of the Company.

c) KEY MANAGERIAL PERSONNEL

Mr. Mohit Premchand Dubey has been appointed as a Company Secretary of the Company w.e.f. 27¹'¹ January, 2022.

22) Number of Meetings of the Board and its Committee

a) There were Five Board Meetings held during the Period from April 01,2023 to March 31. 2024 and details of the meetings are as under

1) 12/04/2023 2) 09/05/2023 3) 02/08/2023 4) 31/10/2023 5) 02/02/2024

b) There were four Audit Committees Meetings held during the Period from April 01.2023 to March 31,2024 and details of the meetings are as under

1) 09/05/2023 2) 02/08/2023 3) 31/10/2023 4) 02/02/2024

c) There were one Nomination and Remuneration Committee Meetings held during the Period from April 01.2023 to March 31. 2024 and details of the meetings are as under

1) 02/02/2024

d) There was one Meeting of the Stakeholder Relationship Committee held during the Period from April 01,2023 to March 31.2024

1) 15/03/2024

23) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to Sec.149 of the Companies Act 2013 read along with SEBI circuiar dt. 17.04.2014 and 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, 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 Chairperson was also evaluated on the key aspects of his role.

24) Disclosure under section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints.

An Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding the Sexual Harassment. All the employees (Permanent, Contractual and Temporary Trainees) are covered under the policy. No complaints were received during the Financial Year.

25) Listing Regulations

Your Company has duly complied with various Regulations as prescribed under SEBI (Listing obligations and Disclosures) Regulations 2015 to the extent of there applicability

26) Listing

The Shares of the Company are listed on the Bombay Stock Exchange (BSE) at Mumbai. The Company has paid the Listing fees for the year 2023-24 to the Bombay Stock Exchange (BSE).

27) Depository Services

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL) As a result, the investors have an option to hold the shares of the Company in a dematerialized form with any of the two Depositories. The Company has been allotted ISIN No. INE813G01015.

Shareholders therefore are requested to take full benefit of this facility and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

28) Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of theSEBI (LODR), includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

29) Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act. 2013. your Directors make the following statements:

• that in the preparation of the annual financial statements for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the company for that period:

• that proper and sufficient care has been taken 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;

• that the annual financial statements have been prepared on a going concern basis;

• That proper internal financial controls are being followed by the company.

• That systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

30) Particulars of Contracts or Arrangements made with Related Parties

The Contracts or Arrangements with related parties are done at on arm's length and in the ordinary course of business There are detailed in note 28 to Accounts of the Financial Statements for Ihe year ended 31 st March, 2024. Refer annexure 3 in Form AoC-2 showing the details of the Related Party Transactions during the year in pursuance of Clause (h) of Sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

31) Particulars of Loans given, Investments made, Guarantees given and Securities provided under section 186 of the companies act. 2013

The Company has not given any loans or advances or investments or provided securities to other bodies corporate during the year.

32) Particulars of Employees and Related Disclosures

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure 4 to this Report.

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 1.20.00.000/- or more per annum, if employed throughout the year, or Rs. 8,50,000/ - or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

33) Secretarial Audit Report

The Board appointed Mr. Aashit Doshi. Practicing Company Secretary, to conduct a Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31. 2024 is annexed hereto marked as annexure 5 to this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report,

34) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules. 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend had not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company transferred the unclaimed and unpaid dividends of Rs. 26,640/-. Further. 694 corresponding shares on which dividends were unclaimed tor seven consecutive years were also transferred as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Shareholder Information section of corporate governance report and are also available on our website, at www.kayceeindustries.com.

35) Management's Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis is set out in this Annual Report as Annexure :6

36) Industrial Relations

During the year under review, industrial relations at the Company's unit continued to remain cordial and peaceful.

37) Cautionary Statement

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

38) Human Resources

Your Directors wish to place on record their deep appreciation for the contribution by its employee have add to growth of the organization. The Company continues its focus on development of human resources, one of its most critical assets. Learning, training and development have been strengthened to bring value addition in employees and to enhance team building and core competencies. The Company focuses on providing the employees friendly environment and culture and career growth opportunities. The Company also enhances the skills of the employees by periodical training.

39) Acknowledgement

Your Directors take this opportunity to thank all stakeholders Government Central, State their agencies and employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers, Clients. Customers, Vendors and other Government authorities during the year under review.