Directors Report of Kaycee Industries Ltd.

Mar 31, 2025

The Board is pleased to present the 82nd Annual Report along with the audited Financial Statements of
the Company for the year ended March 31, 2025.

In accordance with Section 134 of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the following sections outline our financial
performance and other material developments for the period April 1, 2024 to March 31, 2025.

1) Financial Highlights (Rs. in Lakhs)

Particulars	Standalone		Consolidated1
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	5320.41	4880.55	5320.41	4880.55
Other Income	73.74	63.04	73.74	63.04
Total Revenue	5394.15	4943.59	5394.15	4943.59
Total Expenses	4606.56	4348.95	4606.56	4348.95
Profit/(Loss) before exceptional and extraordinary items and tax	787.60	594.64	787.60	594.64
Exceptional Items	-	-	-	-
Extraordinary Items	-	-	-	-
Net Profit Before Tax	787.60	594.64	787.60	594.64
Provision for Tax
- Current Tax	208.14	152.23	208.14	152.23
- Deferred Tax (Liability)/Assets	(8.24)	(7.05)	(8.24)	(7.05)
Net Profit After Tax	587.69	449.46	587.69	449.46
share of profit/ (loss) from Associate Company	-	-	(10.62)	-
Other Comprehensive Income (After Tax)	(4.04)	(5.84)	(4.04)	(5.84)
Total Comprehensive income	583.65	443.62	573.03	443.62
Paid up Equity Share Capital (Face Value Rs. 10/- per Share)	317.35	317.35	317.35	317.35
Other Equity	2585.96	2,319.66	2585.96	2,319.66
Earnings per share ( Basic & Diluted)	18.52	14.16	18.18	14.16

• 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.

3) Dividend

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.

4) Share Capital and other Related Matters

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.

5) Corporate Governance

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.

6) Reserves

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.

7) Liquidity

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

8) Change in nature of business

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.

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 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.

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.

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.

12) Details of Subsidiary/Joint Ventures/Associate Companies

On October 17, 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.

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

14) Statutory Auditors

In terms of Section 139 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:
004137S/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.

15) Details in respect of Frauds reported by Auditors under Sub-Section (12) of Section 143
of the Companies Act 2013

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 (12) of the
Companies Act, 2013.

16) Cost Audit

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.

17) 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 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.

18) Extract of the Annual Return

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 12(1) of
the Companies (Management and Administration) Rules, 2014.

19) Compliance on Secretarial Standards

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

20) 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 - 1.

21) Corporate Responsibility Statement (CSR)

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.

22) Directorate

a) Changes in Board of Directors

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 Shareholders of the Company at the 81st Annual General Meeting held in previous
year had given their approval for re-appointment of Mr.N Rangachary as Non - Executive
and Independent Director for a period of 5 years and Mr. Jitendra Kantilal Vakharia as
Non - Executive and Non - Independent Directors of the Company to the office or place
of Profit of the Company for a period of 3 years.

Mrs. Manimegalai (Non - Executive and Non Independent Director) had resigned from
her position as Director due to personal reasons with effect from closing hours of
November 04, 2024.

b) Retirement by Rotation

Mr. R Doraiswamy (DIN: 00003131) who retires by rotation in the ensuing 82nd Annual
General Meeting, offers himself to get re-appointed in pursuance of Section 152 of the
Companies Act 2013.

c) 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.

	Committee Name	Composition
A]	Audit Committee	• Mr. Balasubramanian Jayaraman - Chairman • Mr. N Rangachary • Mr. D Rajesh Kumar • Mrs. Priya Bhansali
B]	Nomination & Remuneration Committee	• Mr. Balasubramanian Jayaraman - Chairman • Mr. N Rangachary • Mr. R Doraiswamy • Mrs. Priya Bhansali
C]	Share Transfer- Cum- Stakeholder Grievance Committee	• Mr. N Rangachary- Chairman • Mr. Jitendra Vakharia • Mr. R Doraiswamy

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

d) Changes in Key Managerial Personnel

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.

e) Declaration by the Independent Directors

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.

23) Meetings of the Board and its Committee

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.

24) Policy on the Directors Appointment, Remuneration and Evaluation

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 178(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.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.

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

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.

26) Listing Regulations

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.

27) 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 2024-25 to the Bombay Stock Exchange (BSE).

28) 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 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.

29) Vigil Mechanism

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.

30) 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 31,2025,
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, 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 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.

31) 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. These are detailed in note 31 to Accounts of the Standalone Financial Statements
for the year ended 31st 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.

32) Particulars of Loans given, Investments made, Guarantees given and Securities provided
under section 186 of the Companies act, 2013

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.

33) 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 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.

34) Secretarial Audit Report

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.

35) 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.

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- [e-mail]).

36) 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 :5

37) Industrial Relations

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

38) 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.

39) Human Resources

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.

40) INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the
Company has a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by an
Insider and the same is being strictly adhered by the Designated persons (DPs) while dealing in
Company’s securities in excess of the threshold limit as defined under this Code. The Company
also has in place a Code of Practices and Procedures for fair disclosure of “Unpublished Price
Sensitive Information” (UPSI).

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.

41) Details of Application made or any Proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year along with their status as at the end of the Financial Year

Not Applicable

42) Details of difference between amount of the Valuation done at the time of one time settlement
and the Valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof

Not Applicable

43) Acknowledgement

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.

For and on behalf of the Board
Sd/-

N Rangachary

Date : May 20, 2025 Chairman

Place : Mumbai (DIN: 00054437)

1

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

2) Financial Performance

• 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.

---

Mar 31, 2024

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

/Rs in Lakh&i

Particulars	2023-24	2022-23
Revenue from Operations	4880,55	4177 56
Other Income	63.04	56 62
Total Revenue	4943.59	4234.18
Total Expenses	4348.95	3756.64
Profit/(Loss) before exceptional and extraordinary items and tax	594.64	477.54
Exceptional Items	-	-1.51
Extraordinary Items	-	-
Net Profit Before Tax	594.64	479.05
Provision tor Tax
• Current Tax	152.23	122.21
Deferred Tax (Uability)/Assets	(7.05)	7.4
Net Profit After Tax	44946	34944
Other Comprehensive Income (After Tax)	(5 84)	255
Total Comprehensive Income	443.62	351 99
Paid up Equity Share Capital (Face Value Rs 100/- per Share)	63.47	63.47
Other Equity	2.319 66	1,914.12
Earnings per share ( Basic & Diluted)	708.14	550.56

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 31st 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 faciliates 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 Rajesh Kumar, Mrs. A Manimegalai, and Mr Jitendra Kantilal Vakharia and Three Independent Directors ¦ Mr. N Rangachary, Mr. Balasubramanian 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.

	Committee Name	Composition
A]	Audit Committee	Mr. Balasubramanian Jayaraman - Chairman; Mr. N Rangachary, Mr. D Rajesh Kumar Mrs. Priya Bhansaii
B]	Nomination & Remuneration Committee	Mr. Balasubramanian Jayaraman - Chairman; Mr. N Rangachary Mr. R Doraiswamy Mrs. Priya Bhansaii
cj	Share Transfer- Cum-Stakeholder Grievance Committee	Mr. N Rangachary- Chairman; Mr. Jitendra Vakharia Mr. R Doraiswamy

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. 27* 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 lour 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 circular 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 pursuantto 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 for 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.

For and on behalf of the Board Jitendra Vakharia Rajeshkumar

Date : May 28, 2024 Director Director

Place : Mumbai (DIN: 00047777) (DIN: 00003126)

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Mar 31, 2014

Dear members,

1. The Directors'' have pleasure in presenting the 71st Annual Report and Audited Statement of Accounts for the year ended 31st March 2014.

2. FINANCIAL RESULT:

Financial Results (Rupees in Lakhs) 2013-2014 2012-2013

Turnover (Net) 2490.36 2290.19

Operating Profit 98.69 121.32

Depreciation 36.92 29.72

Profit Before Taxation 61.76 91.60

Provision for taxation 19.25 26.00

Profit after Tax 43.18 60.65

Retained profit Brought forward 441.84 402.41

Transferred to General reserve 15 15

Proposed Dividend & Dividend Tax 7.37 6.21

Balance Retained In profit and loss account 462.65 441.84

3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting.

4. Performance of the Company:

Due to the sluggish market conditions of the company, the profit was marginally lowered in this year. The company gear up in the coming years and expects also a good demand for its products in the year 2014-15.

Turnover increased by 8.74 % i.e. from Rs.2290.19 Lacs to Rs.2490.36 Lacs. The company has shown a Net profit after tax Rs.43.18 lacs and in the previous year it was Rs.60.65 lacs.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Board of Directors:

Mrs. Raju Grover retires by rotation at this Annual General Meeting in accordance with the Companies Act, 1956 and Articles of association of the company. She being eligible, offer herself for reappointment.

Appointment of Mrs. Sona Ramchandani as an Independent Directors, pursuant to Section 149 and 152 of the Companies Act, 2013, is proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five year. Pursuant to section 149 and 152 of the Companies Act, 2013 Independent Directors will not be liable to retire by rotation.

8. Corporate Governance:-

Securities Exchange Board of India vide their Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 amended the clause 49 of listing agreement.

Therefore the Clause 49 will be applicable to all listed companies with effect from 1st October, 2014.

9. Cost Audit Compliance:

The cost audit for the year 2013-14 was conducted by the said cost auditor and all the compliances with respect to the Cost Audit were complied.

10. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2014 on a '' going concern '' basis.

11. Secretarial Compliance Certificate:

As required under the provision of section 383A of the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-I

12. Auditor''s report:

Auditors have referred to Para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

13. Auditors:

M/S N.D. Kapur& Co., Chartered Accountant (Firm Registration No.001196N), Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General meeting and are eligible for reappointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

14. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

14. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-II to this report.

15. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

Raju Grover Chairperson & Director

MUMBAI DATED: 30th May, 2014

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Mar 31, 2013

1. The Directors'' have pleasure in presenting the 70th Annual Report and Audited Statement of Accounts for the year ended 31st March 2013.

2. Financial Results: (Rupees in Lakhs)

2012-2013 2011-2012

Turnover (Net) 2290.19 2516.27

Operating Profit 121.32 165.07

Depreciation 29.72 27.22

Profit Before Taxation 91.60 137.85

Provision for taxation 26.00 45.68

Profit after Tax 60.65 96.25

Retained profit Brought forward 402.41 332.08

Transferred to General reserve 15 20

Proposed Dividend & Dividend Tax 6.21 5.92

Balance Retained In profit and loss account 441.84 402.4

3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting.

4. Performance of the Company:

Due to the sluggish market conditions of the company, the turnover and profit was marginally lowered in this year. The company gear up in the coming years and expects also a good demand for its products in the year 2013-14.

Turnover decreased by 8.98% i.e. from Rs. 2516.27 Lacs to Rs.2290.19 Lacs. The company has shown a Net profit after tax Rs.60.65 lacs and in the previous year it was Rs.96.25 lacs.

During the year the company had purchased a unit at Ambernath and started its manufacturing activity for its products for above premises. In order to get boost in sales and income, the company has taken this inititiative to increase the production of their existing products and also get good demand in the market for the introduction of news products.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. A statement of assets and liabilities of the Factory as on 30th June, 1964 has been annexed to the Balance Sheet. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Board of Directors:

Mrs. Sona Ramchandani, retires by rotation at this Annual General Meeting in accordance with the Companies Act, 1956 and Articles of association of the company. She being eligible, offer herself for reappointment.

8. Appointment of Cost Auditor :

Pursuant to the notification No.F.No.52/26/CAB-2010 dated 24th January, 2012 of Ministry of Corporate Affairs, every company listed on the Exchanges has to compulsorily appoint Cost Auditor for the year 2012-13. The company appointed M/s. Vinayak Kulkarni & Associates, Cost Auditor for the year 2012- 13.

Due to reasons beyond, M/s. Vinayak Kulkarni has resigned during the year and in turn Mr.Vinod Subramanian, Cost Auditor appointed by the Board of Directors in place of him. The cost audit for the year 2012-13 was conducted by the said cost auditor and all the compliances with respect to the Cost Audit was complied.

9. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2013 on a '' going concern '' basis.

10. Secretarial Compliance Certificate:

As required under the provision of section 383A of the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-l

11. Auditor''s report:

Auditors have referred to para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

12. Auditors:

M/s. N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office until the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirm that if appointed, their appointment will be with in the limits prescribed under section 224(1 B) of The Companies Act, 1956. Members are requested to appoint the Auditors of the company for the current year and fix their remuneration.

13. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

14. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Boar of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-ll to this report.

15. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

MUMBAI Aarti Grover

DATED : 30th May, 2013 Chairperson

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Mar 31, 2012

1. The Directors' have pleasure in presenting the 69th Annual Report and Audited Statement of Accounts for the year ended 31st March 2012.

2. Financial Results: (Rupees in Lakhs)

2011-2012 2010-2011

Turnover (Net) 2516.27 2687.73

Operating Profit 165.07 189.64

Depreciation 27.22 23.80

Profit Before Taxation 137.85 165.83

Provision for taxation 45.68 54.50

Profit after Tax 96.25 100.86

Retained profit Brought forward 332.08 257.18

Transferred to General reserve 20 20.00

Proposed Dividend & Dividend Tax 5.92 5.96

Balance Retained In profit and loss account 402.41 332.07



3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting.

4. Performance of the Company:

Due to the sluggish market conditions of the company, the turnover and profit was marginally lowered in this year. The company would gear up in the coming years and expects a good demand in the year 2012-13.

Turnover decreased by 6.38% i.e. from Rs.2687.73 Lacs to Rs.2516.27 Lacs. The company has shown a Net profit after tax Rs.96.25 lacs and in the previous year it was Rs. 100.86 lacs.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Board of Directors:

Mrs. Raju Grover, retires by rotation at this Annual General Meeting in accordance with the Companies Act, 1956 and Articles of association of the company. She being eligible, offer herself for reappointment.

Mrs. Sona Ramchandani, was appointed as an Additional Director of the Company on 20.03.2012 under Section 260 of the Companies Act, 1956. She holds her office till the conclusion of the forthcoming Annual General Meeting and is eligible for appointment as Director.

Ms. Aarti Grover, was appointed as an Additional Director of Company on 29.09.2011 under section 260 of the Companies Act, 1956 be and is hereby appointed as Director of the company.

During the year the Company at its Board Meeting held on 14th August, 2012, re-designated Ms Aarti Grover as Managing Director of the Company on remuneration payable to her in terms of resolution passed by the shareholders by postal ballot on 23.02.2011.

During the year Mr Aalok Ghosh, who was Director of the Company resigned from the Directorship and company places on record its appreciation of the services rendered by him during his tenure as Director of the Company.

8. Appointment of Cost Auditor:

Pursuant to the notification No.F.No.52/26/CAB-2010 dated 24th January, 2012 of Ministry of Corporate Affairs, every company listed on the Exchanges has to compulsorily appoint Cost Auditor for the year 2012-13. The notification also indicates that the Company has to file Compliance Certificate for the year 2011-12 within 180 days from the date of financial year ended March, 2012. Accordingly, company has approached by M/s. Vinayak Kulkarni & Associates, Cost Auditor, Mumbai for this assignment. The company appointed M/s. Vinayak Kulkarni & Associates, Cost Auditor for the year 2012-13.

9. Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31sl March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31sl March, 2012 on a ' going concern ' basis.

10. Secretarial Compliance Certificate:

As required under the provision of section 383Aof the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-l

11. Auditor's report:

Auditors have referred to para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

12. Auditors:

M/s. N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office until the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirm that if appointed, their appointment will be with in the limits prescribed under section 224(1 B) of the Companies Act, 1956. Members are requested to appoint the Auditors of the company for the current year and fix their remuneration.

13. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 60 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

14. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-l I to this report.

15. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

Aarti Grover

Managing Director

MUMBAI

DATED: 29th August, 2012

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Mar 31, 2010

1. The Directors have pleasure in presenting the 67 Annual Report and Audited Statement of Accounts for the year ended 31st March 2010.

2. Financial Results: (Rupees in Lakhs)

2009-2010 2008-2009

Turnover (Net) 2552.10 2126.60

Operating Profit 163.76 155.29

Depreciation 22.33 21.30

Profit Before Taxation 141.43 133.99

Provision for taxation 48.00 50.25

Profit after Tax 104.85 79.21

Retained profit Brought forward 178.17 124.93

Transferred to General reserve 20.00 20.00

Proposed Dividend & Dividend Tax 5.97 5.96

Balance Retained In profit and loss account 257.06 178.18

3. Dividend

Considering the overall performance of the company your Directors are pleased to recommend equity dividend @ 10% (Rs. 10/- Per Share) for the year subject to approval of members in the ensuing Annual General Meeting

4. Performance of the Company:

The company registered an overall improvement in production, sales volume and turnover during the year under review.

Turnover increased by 20% i.e. from Rs.2126.60 Lacs to Rs.2552.10 Lacs. The company has shown a quantum jump in Net profit after tax from Rs.79.21 Lacs in the previous year to Rs. 104.85 Lacs in the year under review.

With greater focus on Power Generation and more capacities being added in, we see a potential for good growth for the Companies Products. The company expects good demand for its product in the year 2010-11.

5. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. A statement of assets and liabilities of the Factory as on 30th June, 1964 has been annexed to the Balance Sheet. Since 30th June, 1964 no further statement of accounts have been received from the unit.

6. Deposits:

The Company has not accepted any Deposits. Further no amount as deposit or interest was outstanding as of the balance sheet date.

7. Directors:

Mrs Raju Grover retires at the ensuing annual general meeting in accordance with the Companies Act, 1956 and Articles of association of the company, she being eligible, offer herself for reappointment.

Mr. N. T. Nair resigned from the directorship of the Company during the Financial Year under review.

8. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

9. Secretarial Compliance Certificate:

As required under the provision of section 383A of the Companies Act, 1956, the secretarial compliance certificate is attached as per annexure-I

10. Auditors report:

Auditors have referred to para (7) & (9) as appearing in the Auditors report and in the opinion of the director these notes are self explanatory and require no further explanations.

11. Auditors:

M/s.N.D.Kapur & Co, Chartered Accountants, auditors of the company, hold office until the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirm that if appointed, their appointment will be with in the limits prescribed under section 224(1B) of The Companies Act, 1956.

Members are requested to appoint the Auditors of the company for the current year and fix their remuneration.

12. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 24 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

The company continues to lay emphasis on Human Resource Development, to make its employees attain high standards in efficiency and productivity. A number of training programs have been conducted for constantly upgrading their knowledge to ensure significant improvements in their performance and to equip them to deal with the ever changing comparative environment.

13. Environment safety and energy conservation:

As required by the companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-II to this report.

14. Acknowledgement:

Your Directors wish to place on record their sincere thanks to the Bankers and the Government Agencies for their support and look forward to their continued support in the future. Your Director also wishes to thank their business constituents for their continued co-operation given by them to the Company.

Your Directors express their deep appreciation for the devoted contribution made by employees at all levels. Who through competence, hard work, solidarity, co-operation and support have contributed their best efforts for continued progress of the Company. Employees relation continued to remain happy and cordial during the year.

And finally, the Directors acknowledge their gratitude the confidence which the share holders reposed in them.

For and On behalf of the Board of Directors

R. D GROVER Chairman & Director

MUMBAI

DATED: 30th August 2010

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Mar 31, 2003

1. The Directors present their 60th Annual Report and Audited Statement of Accounts for the year ended 31st March 2003.

2. FINANCIAL RESULTS:

2002-2003 Previous Year Rupees Rupees

Turnover (Net) 8,65,92,470 8,41,19,950

Gross Profit /(Loss) 13,42,308 (3,58,331)

Depreciation 10,26,246 11,00,433

Profit / (Loss) before Taxation 3,16,062 (14,58,764)

Provision for Taxation 30,000 -

Balance Profit / (Loss) 2,86,062 (14,58,764)

Excess Provision for taxation 56,417 - of earlier years written back

Retained Profit brought forward - -

Balance transferred to General Reserve - (14,58,764)

Balance retained in Profit & Loss Account 3,42,479 -

3. Dividend:

The Directors do not recommend payment of Dividend for the year ended 31st March2003

4. Change In Management:

The Directors are pleased to inform you that the management of the company has been taken over by M/s CMS Traffic Systems Limited and M/s Jess Prasad Engineering and Metallurgical Services Pvt. Ltd on 2nd July 2002 and has completed all the necessary formalities from various authorities for taking over the business.

5. Performance of the Company :

The Directors are pleased to report that on taking over the company the management had taken various measures to increase the sales as well as improve the quality of the product, resulting in an increased turnover of Rs 865.92 lacs as against Rs. 841.20 lacs in previous year.

6. Pakistan Unit:

Pakistan Unit continues to be under the control and management of Pakistan Government. A statement of assets and liabilities of the Factory as on 30th June, 1964 has been annexed to the Balance Sheet. Since 30th June, 1964 no further statement of accounts have been received from the unit.

7. Deposits:

Deposits totalling Rs. 15,000/- due for repayment as on 31.3.2003 remained unclaimed.

8. Directors:

Mr. Naresh Chandra, Chairman and Managing Director, Mr. Niraj Bajaj, Mr. A.K Jalan, Mr. S.K Nevatia and Mr. Sopan Agarwal resigned as the directors of the company w.ef 2nd July 2002. The board would like to place on record its appreciation for the services rendered to the company during their association with the company.

Mr. S. Ramadorai and Mr N.T Nair, Directors retire at the ensuing annual general meeting in accordance with the Companies Act, 1956 and Articles of Association of the company. They being eligible, offer themselves for reappointment. The members are requested to reappoint Mr.S.Ramadorai and Mr N.T Nair as Directors of the company.

9. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2003, the applicable accounting standards had been followed along with proper explanations relating to material departures, other than provision of leave encashment as specified in AS-15 and non recognition of deferred tax assets as specified in AS-22 due to uncertainty of quantum of future profits.

(ii) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of the company at the end of the financial year and of the profit and loss of the company for the year under review;

(iii) That the directors had taken proper and sufficient care 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;

(iv) That the directors had prepared the accounts for the financial year ended 31 st March, 2003 on a going concern basis.

10. Secretarys Responsibility Statement:

The Secretarial Compliance Certificate is attached as per Annexure-I

11. Auditors Report:

Auditors have referred to Note No. 20 and Note No. 23 as appearing in Schedule No.ll, Notes forming part of the accounts. In the opinion of the Directors the notes are self explanatory and requires no further explanation.

12. Auditors:

You are requested to appoint Auditors for the year from the conclusion of the ensuing Annual Genera] Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

13. Particulars of Employees:

As none of the employees are in receipt of remuneration in aggregate of Rs. 24 lacs p.a. or more during the year and hence the particulars required under Section 217(2-A) of the Companies Act, 1956 is not furnished.

14. Enviornment safety and energy conservation:

As required by the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules 1988 the relevant data pertaining to conservation of energy and technology absorption are given in the prescribed format as an Annexure-II to this report.

15. Shares in Demat Form :

Since the volume of the company shares traded in Bombay Stock Exchange is very low, company has not made any arrangement of conversion of physical shares into demat form, the same will be done in due course of time.

16. Appreciation:

During the year relation with the employees were cordial.

On behalf of the Board of Directors

R.D GROVER Director

V.K PRASAD Director

S.RAMADORAI Director

MUMBAI DATED: 31st July 2003