Your Directors are pleased to present the Fourty Second Annual Report and the Audited Accounts of the Company for the year ended 31^st March, 2025.

1. Financial Results

The Company's financial performance for the year ended March 31, 2025 is summarized below:

2. Review of Operations

The Income from operations and other income during the year was at ? 10,10,33,150 as against ? 7,17,96,617 in the previous year. The Net Profit (before exceptional and extra ordinary items and tax) was ? 39,69,894 as against ? 15,27,411 in the previous year. The Company's Net Profit after tax is of ? 30,51,698 against ? 8,66,840 after tax in the Previous year.

3. Change in the Nature of Buisness

During the year under re-view, there were no change in the Nature of business.

4. Outlook

The Management of the Company is focusing on procuring bulk orders at competitive rates. The initative taken by the company has started showing good results. The Company is confident of improved performance during the current year.

5. Dividend

With a view to conserve funds for the operations of the Company, your Directors have not recommended any Dividend on the Equity Shares for the Financial Year under review.

6. Transfer To Reserves

There has been no transfer to reserves in the current Financial Year under review.

7. Share Capital

The Authorised Equity Share Capital of the Company as on March 31, 2025 is ? 25,00,000 (Rupees Twenty five lacs) having 2,50,000 Equity Shares of ? 10/- each . The Paid-up Equity Shares Capital of the Company as on March 31, 2025 is ? 24,00,000 (Rupees Twenty four lacs) having 2,40,000 Equity shares of ? 10/- each.

8. Public Deposits

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirements for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

9. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Chandmal Parasmal Goliya (DIN 00167842), Director of the Company, retires by rotation at the ensuing Annual General Meetisng and being eligible has offered himself for re-appointment.

The Independent Directors of the Company are highly competent with relevant experience and expertise. They contribute in various ways in the growth and development of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2024-25. None of the Directors or Key Managerial Personnel (KMP) of the Company are related inter-se.

The information as required to be disclosed under Regulation 36 of SEBI LODR Regulations, 2015 in case of reappointment is forming part of Notice.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

The Key managerial personnel in the company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Mr. Chandmal Goliya: Whole Time Director Mr. Navin Goliya; Whole Time Director Mr. Naval Jha: Chief Financial Officer Ms. Amruta Lokhande: Company Secretary

* Shri Navin Chandmal Goliya (DIN 00164681)

(Re-appointment as Whole Time Director of the company w.e.f 13^th August, 2025 for a period of 5 years subject to members approval.)s

10. Disclosures Under Section 197(12) Of The Companies Act, 2013

The Company has 9 employees on its payroll, hence the requirements as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are applicable to

the Company. Disclosures pertaining to Remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are kept at the Registered Office for inspection 21 days before the date of Annual General Meeting of the Company. Pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof shall make specific request to the Compliance Officer of the Company in this regard.- Annexure- I

11. Names Of Companies Which Have Become Or Ceased To Be Its Subsidiaries, Joint Ventures Or Associate Companies During The Year - Nil12. Board & Committee Meetingsa) Board Meeting:

During the financial year 2024-25, total Four (4) Board Meetings were held on 15^th May, 2024, 13^rd August, 2024, 14^th November, 2024, and 14^th February, 2025. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b) Audit Committee Meeting:

During the financial year 2024-25, total four (4) Audit Committee Meetings were held on 15^th May, 2024, 13^rd August, 2024, 14^th November, 2024, and 14^th February, 2025..

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee during the financial year 2024-2025 are as follows:

Chairman: Mr. Sushilkumar Jhunjhunuwala

Members: Mr. J B. Sipani

Ms. Sushma Ranka

(a) TERMS OF REFERENCE:

The terms of reference of the Audit Committee inter alia include the following:

i. The recommendation for appointment, remuneration and terms of appointment of Auditors of the Company.

ii. Review and monitor the Auditors Independence and performance, and effectiveness of Audit process.

iii. Examination of the financial statement and Auditors Report thereon.

iv. Approval or any subsequent modification of transaction of the Company with related parties.

Provided that the Audit Committee may make Omnibus Approval for related party transactions proposed to be entered into by the Company subject to such consultations as may be prescribed.

v. Scrutiny of Corporate Loans and Investments.

vi. Valuation of undertakings or assets of the Company wherever it is necessary.

vii. Evaluation of internal financial controls and risk management system.

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Calling for the Comments of the Auditors about internal control system, the scope of Audit, including the observations of the Auditors and review of Financial Statements before their submission to the Board and may also discuss any related issues with the Internal and Statutory Auditors and Management of the Company.

Authority to investigate into any matter in relation to the item specified from (i) to (ix) above or

referred to it by the Board

(b) FUNCTION:

The Audit Committee, while reviewing the Annual Financial Statement also review the applicability of various Accounting Standards (AS) referred to in Section 133 of the Companies Act, 2013. Compliance of the Accounting Standard as applicable to the Company has been ensured in the preparation of the Financial Statement for the year ended 31^st March, 2025.

Besides the above Chairman and Managing Director, Whole-Time Director, Chief Financial Officer, Business heads of the Company divisions and the representatives of the Statutory Auditors are permanent invitees of the Audit Committee Meetings.

The Audit Committee also oversees and reviews the functioning of Vigil Mechanism (implemented in the Company as a Risk Management Policy and Whistle Blower Policy) and review the finding of investigation in the cases of material nature and the action taken in respect thereof.

c) Nomination & Remuneration & Compensation Committee Meeting:

During the Financial Year 2024-25, total two (2) Nomination & Remuneration Committee Meeting was held on 13^rd August 2024 & 14^th November 2024

The Company has constituted Nomination & Remuneration Committee. The details of the Composition of the Nomination & Remuneration Committee are as follows:

Chairman: Mr. Sushilkumar Jhunjhunuwala

Members: Mr. J B. Sipani

Mrs. Sushma Ranka

(a) TERMS OF REFERENCE:

The Committees composition meets with requirements of Section 178 of the Companies Act, 2013. The terms of reference of the Committee inter alia, includes the following:

1. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria let down and to recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Directors and recommend to the Board a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.

3. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

4. To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmark.

5. To ensure that remuneration to Directors, Key Managerial Personnel and Senior Management involves balance between fixed and incentive pay reflecting short term and long term performance objectives appropriate to the working of the Company and its goals.

d) Stakeholders Relationship Committee Meeting:

During the financial year 2024-25, total four (4) Stakeholders Relationship Committee Meetings were held on 15^th May, 2024, 13^rd August, 2024, 14^th November, 2024, and 14^th February, 2025.

The Company has constituted Stakeholders Relationship Committee. The details of the Composition of the Stakeholders Relationship Committee are as follows:

Chairman: Mr. Mr. J B. Sipani

Members: Mr. Navin Goliya

Mrs. Sushma Ranka

(a) TERMS OF REFERENCE:

The Company with the assistance of the Registrar and Share Transfer Agent M/s. Satellite Corporate Services Private Limited attend to all grievances of the Shareholders received directly through SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meeting.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors. Shareholders are requested to furnish their Telephone Numbers and e-mail address to facilitate prompt action.

13. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the Evaluation of the working of its various committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the directors

being evaluated. The Performance Evaluation of the Chairman and Non Independent Directors was carried out by the Independent Directors at their separate meeting.

14. Fixed Deposits

The Company has not accepted any Fixed Deposits during the year.

15. Declaration by an Independent Director(s) & re-appointment if any.

All Independent Directors have given declarations affirming that they meet the criteria of independence as provided under Section 149 (6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

Shri Chandmal Parasmal Goliya (DIN 00167842), director retires by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offer himself for re-appointment.

16. Internal Financial Controls

The Board has laid down Internal Financial Control Policy to be followed by the Company and the policy is available on Company’s website at the link www.kusamelectrical.com The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were reviewed and no reportable material weakness in the operation was observed.

17. Policy on Directors Appointment & Remuneration

Details of Nomination and Remuneration Policy, pursuant to Section 178 (4) of the Companies Act, can be accessed by clicking on the web link:

Details of Familiarisation Programme for Independent Directors and criteria for making payment to Non- Executive Directors can be accessed by clicking on the web link:

http://www.kusamelectrical.com/Directors-Familiarisation-Prosramme.pdf

18. Management Discussion and Analysis Report

Management Discussion and analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (LODR) Regulation, 2015 is presented in the separate Section forming part of Annual Report. (Annexure III)

19. Auditors:(i) Statutory Auditor

The Statutory Auditor of your Company namely, M/s. R A N K & Co, Chartered Accountants (Firm Registration Number: 101794W) were appointed as the Statutory Auditors of the Company for first time at 37^th Annual General Meeting held in 2020 for a term of five years and hold office upto the conclusion of the Annual General Meeting to be held in the Financial Year ended March 31, 2025

The Report given by the Statutory Auditor for the Financial Statements for the year ended 31st March, 2025 read with Explanatory Notes thereon do not call for any explanation or comments from the Board under Section 134 of the Companies Act, 2013.

No qualifications or adverse remark has been received during the period under review.

(ii) Secretarial Auditor

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

CS Nishi Jain, Practicing Company Secretary, was appointed as Secretarial Auditors for carrying out the Secretarial audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2025 is annexed herewith marked as “Annexure A” to this Report. The observations made by the Secretarial Auditor in her report are self -explanatory.

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2024-25 given by Nishi Jain, Practicing Company Secretary for auditing the Secretarial and related records is attached herewith as “Annexure II".

No qualifications or adverse remark has been received during the period under review

iii) Internal Auditor

The Company has adequate system of Internal check and control and the function of the Internal Auditor is being looked after by M/s HRJ & Associates, Chartered Accountants as an Internal Auditor of the company

iv) Cost Auditor

The Company is not required to maintain Cost Audit Records as its turnover is less than ? 35 Crore, Company not engaged in production of goods or providing services in respect of which any order has been passed by the Central Government under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

20. Internal Controls

Your Company has in place adequate Internal Control Systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management procedures are designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company’s operations.

21. Vigil Mechanism:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, the Company have a Vigil Mechanism Policy for directors and employees to deal with an instance of fraud or mismanagement, if any. The Vigil Mechanism Policy has been uploaded on the website of the Company at httv://www.kusamelectrical.com/vdf/Whistle-Blower-volicv.vdf

22. Risk Management Policy

The Board of Directors has put in place a Risk Management policy for the company, which includes business risks, markets risks, event risks and IT / Financial/ Interest rate/ liquidity, risks and the structure , infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Company’s existence, have been identified by the Board of Directors. Details of the Risk management Policy have been uploaded on the website of the Company at http://www.kusamelectrical.com/Risk-Manasement-Policv.pdf

23. Extract of Annual Return:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March, 2025 made under the provisions of Section 92 (3) of the Companies Act, 2013 in Form MGT - 9 is available on the website of the Company www.kusamelectrical.com.

24. Material changes and commitments, if any, 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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and on the date of this report.

25. Particulars of loans, guarantees or investments

The details of Loan, Guarantees and Investments are given under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

26. Related Parties Transactions:

During the financial year 2024-25, the Company had not entered into any material transactions with any of its related parties. The related party transactions entered into with the related parties as defined under Companies Act, 2013 during the financial year 2024-2025 were in the ordinary course of business and at arm’s length and the same has been approved by the Audit Committee. The disclosure of Related Party Transactions under Accounting Standard-18 with related party are disclosed in the notes to Accounts of the Standalone Financial Statements.

Details of policy for dealing with related party transactions can be accessed by clicking on the web link:

http://www.kusamelectrical.com/Related-partv-transaction-policv.pdf

27. Corporate Governance

In terms of Regulation 15(2)(a) of SEBI(LODR), Regulations 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and Clauses (b) to (i) of sub-regulation(2) of Regulation 46 and paras C, D and E of Schedule V are not applicable to the Company as the paid up share capital of the Company is less than 10 crores and its Net Worth does not exceed 25 crores as on 31st March, 2025.

28. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company is not required to adopt a CSR Policy outlining various CSR activities to be undertaken by the Company.

29. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

30. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review.

31. (a) Conservation of energy, technology absorption

Your Company has no activities relating to conservation of energy and absorption of Technology.

(b) Foreign exchange earnings and Outgo

During the year, under review the Company has earned foreign exchange of ? 2,08,450 on account of export sale and outgo of foreign exchange during the year was ? 5,49,49,825 for imports.

32. Directors’ Responsibility Statements

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors has selected such accounting policies as mentioned in Note 2 of the Annual accounts have been applied consistently and made judgments and estimates that are reasonable and prudent

so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31^st March 2025 and of the profit and loss of the company for that period.

(c) The Directors had taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The Directors had prepared the annual accounts for the year ended 31^st March 2025 have been prepared on a going concern basis.

(e) The Directors had laid down Internal Financial Control to be followed by the Company and that such internal financial control are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws are devised and are adequate and operating effectively.

33. Significant And Material Orders Passed By The Regulators Or Courts

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

34. Pending Proceeding Under The Insolvency and Bankruptcy code, 2016

During the year under review, no pending proceeding under the Insolvency and Bankruptcy Code, 2016

35. One time Settlement with Bank or Financial Institutions

During the year under review, no instance of onetime settlement with any Bank or Fiannacial Institutions.

36. Affirmation On Compliance Of Secretarial Standards

The company hereby affirms that during the year under review company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India

37. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

38. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to BSE where the Company’s Shares are listed.

39. State of Affaris

The Company is engaged in the business of one segment i.e. Trading in Electronic & Electrical Instruments’, Accessories etc..

40. Details of any Application made or pending under IBC

There was no any Application made or pending under IBC during the year.

41. Acknowledgements

Your Directors wish to thank Bankers, Government Authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.