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)

• 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.

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- cs@kayceeindustries.com).

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.