Kaycee Industries Ltd

** Refer Point No. 12 titled "Details of Subsidiary and Joint Venture"

• The Company recorded its highest ever revenue of Rs. 53.21 crores for the year ended March 31,2025, marking a 10% rise over the previous year's. However, net profit grew by 30% during the same period, driven by an improved operational efficiency enhanced cost optimization and operational efficiency measures, achieving a return of 17%, compared to 15% in the previous year.

• Earning per Equity share of Rs.10/- each for stood at Rs. 18.18/-

• Driven by robust cash flows and efficient receivables management, the Company has consistently sustained a debt-free position.

At the meeting held on May 20, 2025, the Board, subject to your approval, recommended a Dividend at the rate of 20% (Rs.2.00 per equity share of Rs.10/- each) for the financial year 2024-25 which will result in a dividend pay-out of Rs.63.47 lakh. The Dividend, if approved, would be payable to all eligible shareholders whose names appear on the Register of Members as of the record date, August 1, 2025, in accordance with the timelines prescribed under the Companies Act, 2013.

In one of the significant events in Kaycee's history, a stock split cum bonus issue was carried out during the year with shareholders' approval, aiming to make the shares more affordable, improve liquidity and widen investor participation. In accordance with approval of the shareholders on June 28, 2024 based on the recommendation of the Board:-

i) The Company's Authorized Equity Share Capital was increased from Rs. 97.50 Lakhs to Rs. 4 Crores.

ii) One equity share of face value of Rs. 100/- was sub-divided into ten equity shares of face value of Rs. 10/-.

iii) On July 09, 2024 the Company allotted 25,38,800 bonus equity shares of face value of Rs.10/per share (after giving effect of stock split) in the ratio of 4:1 to all the eligible shareholders holding shares on the record date i.e. July 06, 2024

Post stock split and bonus, an equity share of Rs.100/- has become 50 equity shares of Rs.10/ - each without any cash flows. As of March 31, 2025, the paid-up capital of the Company post sub-division of equity shares and bonus issue was Rs. 3.17 crore consisting of 31,73,500 equity shares of face value of Rs.10 fully paid up.

The Company continues to uphold robust corporate governance standards in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, 2024, it's Net Worth and Paid up Capital stood below Rs. 25 crores and Rs. 10 crores respectively; consequently, Regulation 27 and Paras C, D and E of Schedule V of the SEBI (LODR) Regulations are not applicable for FY 2024-25. Nevertheless, as part of our commitment to excellence in governance, the Company has voluntarily complied with the Corporate Governance reporting requirements since October 1, 2020. The Corporate Governance Report is Annexure 7 to this Board Report.

No amount was transferred to Reserves during the period under review. An amount of Rs. 2.54 Crore had been utilized from Securities Premium Account towards issuance of Bonus shares during the year.

As at March 31,2025, your Company had adequate cash and cash equivalents in its books, to effectively take care of all current liabilities.

During the year 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 switchgear and allied products for valuable customers.

There were no 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 financial statements relate and the date of this report.

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.

Your Company has established tight internal financial controls over its financial reporting. These controls are not only periodically reviewed by the Board but are also scrutinized by our auditors. Furthermore, your Company continually seeks to automate these processes to bolster their dependability and timeliness.

On October 1 7, 2024 your Company acquired of 30% stake, on a fully diluted basis, in Ultrafast Chargers Private Limited (UFC) for a cash consideration of Rs. 8 Crs. Ultrafast Chargers Private Limited, a start-up firm based out of Bangalore is engaged in making High -End DC Fast Charging Station for electric vehicles in India. As the result of acquisition, Ultrafast Chargers Private Limited has become an Associate Entity of Kaycee Industries Limited within the meaning of Regulation 2(1 )(b) of SEBI LODR Regulation read with Section 2(6) of the Companies Act, 2013.

In pursuance of above, your Company has prepared and presented the Consolidated Financial Statement for the year ending March 31, 2025 in terms of Section 129(3) of the Companies Act, 2013.

During the Financial Year under review, the UFC had generated revenue of Rs. 54.7 Lakhs and incurred a loss of Rs. 71.82 Lakhs. Being an associate Company, the proportionate loss of Rs.10.62 Lakhs from UFC had been recognized in the Consolidated Financials of Kaycee.

Your company does not have any subsidiary/Joint Ventures, and your Company continues to be a subsidiary of M/s Salzer Electronics Ltd, Coimbatore.

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, 201 4. There were no deposits due as at March 31, 2025.

In terms of Section 1 39 of the Companies Act, 2013, the shareholders, at the Annual General Meeting held on August 4, 2021, re-appointed M/s. R Subramanian and Company LLP (FRN: 0041 37S/S200041) as Statutory Auditors, to hold office until the conclusion of the 83rd AGM in 2026.

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 Auditors in the Report.

There were no instances of fraud reported by the Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143 (1 2) of the Companies Act, 2013.

In compliance with 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. The requirement of Audit of Cost records under Section 148 of the Companies Act 2013 is not applicable for your Company since the turnover is within the prescribed limits.

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

The extract of the annual return in Form No. MGT - 7 forms part of the Board's report is available on the Website of the Company, www.kayceeindustries.com in compliance with Rule 1 2(1) of the Companies (Management and Administration) Rules, 2014.

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

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, 201 4 is given in Annexure - 1.

The Company dedicated its entire annual CSR budget to initiatives aimed at promoting education and improving sanitation in rural schools located in the villages of Shahapur and Bhilvale, Maharashtra. The CSR Policy of the Company is posted on the Company's website www.kayceeindustries.com. A report in the prescribed format detailing the CSR expenditure for the Financial Year 2024-25 is attached hereto as Annexure - 6 and forms a part of this report.

As at March 31, 2025 the Board had 6 Directors with four Non - Executive and Non Independent Directors - Mr. R Doraiswamy, Mr. D Rajesh Kumar and Mr.Jitendra Kantilal Vakharia and three Independent Directors - Mr. N Rangachary, Mr. Balasubramanian Jayaraman and Mrs. Priya Bhansali.

The details of programs for familiarization of Independent Directors with the Company are available on the website of the Company.

Mr. Mohit Premchand Dubey had resigned from his position as Company Secretary of the Company w.e.f. September 04, 2024.

Mr. Sanjay Prasath Narasimhan was appointed as Company Secretary of the Company w.e.f September 05, 2024.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The Board has optimum composition of the Independent and Non Independent Directors. As per the requirements of the Companies Act, 2013, all the Independent Directors of the Company have registered themselves in the Independent Directors Data Bank and are exempted from undertaking online self-assessment test.

The Company held 5 Board meetings during the Financial Year. The details in respect of the Meeting of the Board of Directors, Audit Committee and all other sub Committee are given in the Corporate Governance Report.

The Company adheres to its Policy for Nomination and Remuneration in accordance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and complies with the criteria for directors' appointment and remuneration as stipulated under Section 1 78(3) of the Companies Act, 2013, which is available on the company's website.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Board of Directors 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 circular dt. 1 7.04.2014 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 Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Information regarding the same is also provided in the Corporate Governance Report forming part of the Directors' Report.

Your Company has duly complied with various Regulations as prescribed under SEBI (Listing obligations and Disclosures) Regulations 2015 to the extent of its application except for two instances of late filing as mentioned in point no. 34.

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 2024-25 to the Bombay Stock Exchange (BSE).

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 either of the Depositories. The Company had been allotted new ISIN No. INE813G01023 Pursuant to Split in the face value of shares.

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

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (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.

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 31,2025, 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 31,2025 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, 201 3 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 and that such internal financial controls are adequate and are operating effectively.

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

The Contracts or Arrangements with related parties are done at on arm's length and in the ordinary course of business. These are detailed in note 31 to Accounts of the Standalone Financial Statements for the year ended 31 st March, 2025. Refer annexure 2 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.

The Company did not give any loans or advances provided securities to other bodies corporate during the year.

The Investment in Ultrafast Chargers Private Limited is well within the limits prescribed under Section 186 of the Companies Act, 2013.

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 3 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.

The Board appointed M/s. Aashit Doshi & Associates, Practicing Company Secretaries, Mumbai to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed hereto marked as annexure 4 to this Report.

The Secretarial Auditor had confirmed that the Company has complied with all applicable provisions of the Companies Act, 2013, along with relevant Rules, Regulations, Guidelines, and Standards during the audit period, except for the following two instances:

1. The Company had not submitted Limited Review Report to BSE along with financial results for the quarter ended June, 2024. The BSE levied a penalty, which was paid by the Company.

2. The Company has delayed in submission of Annual Report to Bombay Stock Exchange. The BSE levied a penalty, which was paid by the Company.

Board's comments: The above mentioned late filing was due to some technical glitches and inadvertent mistakes which resulted in a delay leading to the payment of penal fees. Your Board has assured that adequate checks and balances have now been kept in place to prevent the recurrence of such lapses.

As on 31^st March 2024, 2872 equity shares of face value Rs. 100/- were transferred to IEPF. Pursuant to Bonus and Split issue during the year under review, the shares held by IEPF Authoirity was 1,43,600 shares of Rs.10 each. During the year, the Company has transferred the unclaimed and unpaid dividends of Rs. 96,710/- declared for the Financial year 2015-16. Further, 220 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

As on 31^st March 2025, 1,43,820 equity shares of Rs. 10/- each were in the credit of the Demat Account of the IEPF Authority.

The Nodal officer of the Company is Mr. Sanjay Prasath N (Mail id- cs@kayceeindustries.com).

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 :5

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

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.

Your Directors wish to place on record their deep appreciation for its Human Resources. The Company continues its focus on development of human resources, which is 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.

The Company follows closure of trading window from the end of every quarter till 48 hours the UPSI made public. The Company has been advising the DPs covered by the Code not to trade in Company's securities during the closure of trading window period.

The Audit Committee also reviewed the Institutional Mechanism for Prevention of Insider trading and the systems for internal control as per Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has installed necessary software for maintaining a Structured Digital Database as per the circulars issued by the SEBI. The Company regularly shares the importance of recording the UPSI to the DPs concerned. All DPs have been requested to share emails or any communication containing UPSI with others only.

Not Applicable

Not Applicable

Your Directors take this opportunity to thank all stakeholders Government 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.