Calcom Vision Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 40th Annual Report on the operations of your Company together along with Annual Audited Financial Statements for the year ended March 31, 2025. The financial highlights of the Company for FY 2024-25 are given below:

FINANCIAL RESULTS

The highlights of the standalone & consolidated financial results of your Company along with previous years figures are as under:

Standalone

(INR in Lacs)

Particulars	March 31, 2025	March 31, 2024
Income	15,921.86	16,162.90
Revenue from Operations	15,726.32	16019.85
Financial Charges	580.54	491.39
Depreciation	395.77	298.88
Profit/(Loss) before Tax	205.03	216.19
Tax Expense	60.13	84.13
Profit/(Loss) after tax	144.90	132.06

Consolidated

(INR in Lacs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Income	15,921.86	16,162.90
Revenue from Operations	15,726.32	16019.85
Financial Charges	580.54	491.39
Depreciation	395.77	298.88
Profit/(Loss) before Tax	203.07	216.19
Tax Expense	59.64	84.13
Profit/(Loss) after tax	143.43	132.06
Share of profit (loss) of Joint Venture	(31.90)	(3.86)
Total Profit (Loss) for the period	111.53	128.20

The Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

OVERVIEW AND STATE OF COMPANYS AFFAIRS

During the year under review, the total Sales of your Company were INR 15726.32 Lacs as against INR 16019.85 Lacs for the previous year. The Net Profit for the year was INR 144.90 Lacs as compared to Net Profit INR 132.06 Lacs during previous year. The sales for the FY25 is declined by 1.83% as compared to the previous FY24. The Revenue CAGR of Calcom over the last 5 years is 27.13%.

The EBITDA %age has increased by 35.62 % as compared to the previous FY24.

During the year under review, there has been no change in the nature of business of the Company.

Detailed information on the operations of the business of the Company are covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

SHARE CAPITAL

During the year under review, the Company allotted 104320 Equity Shares of H 10/- each pursuant to exercise of Employee Stock Options by eligible employees under Calcom Vision Employees Stock Option Plan-2018 ("ESOP PLAN") and 3,98,087 through conversion of warrants into Equity Shares of H 10/- each through.

Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was increased from H 13,45,64,700 at the beginning of the FY to H 13,95,88,770 at the end of the FY. Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employees Stock Option Scheme ("ESOP Scheme") in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") as a measure to reward and motivate employees as also to attract and retain talent. The objective of the ESOPs is to boost employee motivation and foster a sense of ownership by allowing employees to participate, directly or indirectly, in the long-term growth and success of the Company. Additionally, ESOPs serve as an effective retention tool by encouraging employees to remain engaged as active stakeholders in the business.

Disclosures on details of options granted, shares allotted upon exercise, etc. as required under the Securities and Exchange Board of India (Share Based Employee Benefits and sweat equity) Regulations, 2021 are set out in Annexure X to this Report.

Further, details of options granted and exercised are included in the notes to accounts forming part of financial statement. The Secretarial Auditor of your Company, M/s Deepak Seth & Associates, Practicing Company Secretary, COP No. 22775 have certified that the Employee Stock Option Plan of the Company has been implemented in accordance with the applicable SEBI Regulations and the resolution passed by the Members in this regard. An Annual Compliance certificate (Annexure XI) to this effect shall also be placed before the members at the ensuing Annual General Meeting.

DIVIDEND

The Company has not declared any dividend during the Financial Year 2024-25.

TRANSFER TO RESERVES

Details with regard to amount transferred to reserves are provided in the Notes to Financial Statements forming part of this Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year ended March 31, 2025, the Company has not given any loans, provided any guarantees / securities that are covered under the provisions of Section 186 of the Act. The Company made investments in share capital of other Body Corporates that are covered under the provisions of Section 186 of the Act as given below:

		Investments under Section 186
S.	As on 31st March 2025			As on 31st March 2024
Particulars No	No. of shares		Amount (lacs)	No. of shares	Amount (lacs)
1 Calcom Taehwa Techno Pvt. Ltd. (Joint	50000		5000000	30000	3000000
Venture/Associate Company) Investment in
equity shares of H 100 each
2 Calcom Kadapa Pvt. Ltd. (Wholly Owned	1000		10000	999	9990
Subsidiary) Investment in equity shares of
H 10 each
3 Calcom Astra Private Limited (Subsidiary	7000		70000	0	0
Company) Investment in equity shares of
H 10 each

The investments made is within the limits specified under Section 186(2) and are approved by the Board of Directors and the particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

As per the requirements of the Act and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys Website http://www.calcomindia.com/.

36

All related party transactions are placed before the Audit Committee for its approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature. There were no materially significant transactions with related parties (i.e. transactions exceeding Rupees one thousand crore or 10% of the annual consolidated turnover, whichever is lower) during the year as per the last audited financial statements. The disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies

Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is enclosed in Annexure-II .

For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED/RE-APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the year under review, the following changes in the Board composition/Key Managerial Personnel have taken place:

S. No Name of the Director/ KMP	Designation	Particulars of Changes	Effective Date of Change
1 Dr. Om Prakash Sood	Independent Director	Retired with effect from 19th April, 2024 from	19.04.2024
		the Board and its Committees upon completion
		of his 2 consecutive terms.
2 Mr. Akhauri Rajesh Sinha	Non-Executive Non	Mr. Akhauri Rajesh Sinha retired by rotation	30.09.2024
	Independent Director	at the AGM held on September 30, 2024,
	(Vice Chairman)	and did not offer himself for reappointment.
		Accordingly, his directorship ceased with effect
		30.09.2024.
3 Mr. Naresh Kumar Jain	Independent Director	Mr. Naresh Kumar Jain (DIN: 01281538) was	31.08.2024
		appointed as an Additional Independent
		Director of the Company with effect from August
		31, 2024, by way of a resolution passed through
		circulation. Subsequently, his appointment was
		regularized as an Independent Director by the
		shareholders at the AGM held on September
		30, 2024.
4 Mr. Lajpat Rai Gupta	Independent Director	Mr. Lajpat Rai Gupta was appointed as an	31.08.2024
		Additional Independent Director of the
		Company with effect from August 31, 2024, by
		way of a resolution passed through circulation.
		Subsequently, his appointment was regularized
		as an Independent Director by the shareholders
		at the AGM held on September 30, 2024.

*The Board in its Meeting held on February 14, 2025 approved the change in designation of Mr. Debasish Mukherjee from Chief Operating Officer to Chief Executive Officer with effect from April 01, 2025.

*Mr. Ashok Kumar Sinha (DIN: 08812305), Non-Executive Independent Director, ceased to be a Director of the Company upon completion of his five-year tenure as on the date of this Report.

Apart from the above, there were no other appointment and resignations of directors and/or Key Managerial Personnel of the Company.

KEY MANAGERIAL PERSONNEL ("KMPs")

Pursuant to the provisions of Section 203 of the Act, as on March 31, 2025, Mr. Sushil Kumar Malik ?€“Chairman & Managing Director, Mr. Abhishek Malik- Whole-time Director, Mr. Pramod Kumar ?€“ Chief Financial Officer and Ms. Rakhi Sharma ?€“ Company Secretary & Compliance Officer are the Key Managerial Personnel ("KMP") of the Company, pursuant to the provisions of the Companies Act, 2013. The Board in its Meeting held on 14th February, 2025 approved the promotion of Mr. Debasish Mukherjee from Chief Operating Officer ("COO") to Chief Executive Officer ("CEO") w.e.f. 01st April, 2025.

There was no other change in the KMPs of the Company during the period under review.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the Section 152(6) of the Act read with Articles of Association of your Company, Mr. Abhishek Malik (DIN: 00085220) retires by rotation in the ensuing AGM and being eligible offers himself for reappointment as per Section 152(6) of the Act.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149(6) of the Act and Regulation 16(1)(b)

& 25 of SEBI Regulations, the following five Non- Executive Directors were categorized as Independent Directors of the Company as on March 31, 2025: a) Mr. Sunder Hemrajani (DIN: 01935048) b) Mr. Ashok Kumar Sinha (DIN: 08812305) c) Mrs. Parvathy Venkatesh (DIN: 00414603) d) Mr. Lajpat Rai Gupta (DIN: 06554633) e) Mr. Naresh Kumar Jain (DIN: 01281538)

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.

BOARD OF DIRECTORS, ITS COMMITTEES AND MEETINGS THEREOF

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members with 2 (Two) Executive Directors and 4 (Four) Non-Executive Directors and all are Independent . Mr. Sushil Kumar Malik (DIN: 00085715), Chairman & Managing Director and Mr. Abhishek Malik (DIN: 00085220), Whole-time Director of the Company are Executive Directors.

Mr. Sunder Hemrajani (DIN: 01935048) Non-executive Independent Director, Mrs. Parvathy Venkatesh (DIN: 00414603) Non-executive Independent Director, Mr. Naresh Kumar Jain (DIN: 01281538) Non-executive Independent Director, and Mr. Lajpat Rai Gupta (DIN: 06554633) Non-executive Independent Director.

* Mr. Ashok Kumar Sinha (DIN: 08812305), Non-Executive Independent Director, ceased to be a Director of the Company upon completion of his five-year tenure as on the date of this Report.

Further, in terms of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Abhishek Malik (DIN: 00085220), Whole Time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting. Mr. Abhishek Malik being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

COMMITTEES

The Company has the following committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. A detailed note on the same is provided under the Corporate Governance Report forming part of this Annual Report.

1. Audit Committee

The Audit Committee met 5 (five) times during the financial year 2024-25, viz. on 30th May, 2024, 14th August, 2024, 14th November, 2024, 26th December, 2024 and 14th February, 2025. The Committee, as on March 31, 2025, comprised of Mrs. Parvathy Venkatesh

(Chairperson ?€“ Independent Director), Mr. Sunder Hemrajani (Independent Director), Mr. Ashok Kumar Sinha (Independent Director) and Mr. Naresh Kumar Jain (Independent Director).

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 4 (four) times during the financial year 2024-25, viz. on 30th May, 2024, 14th August, 2024, 14th November, 2024 and 14th February, 2025. The Committee, as on March 31, 2025, comprised of Mr. Sunder Hemrajani (Chairman ?€“ Independent Director), Mr. Ashok Kumar Sinha (Independent Director), Mrs. Parvathy Venkatesh (Independent Director), Mr. Lajpat Rai Gupta (Independent Director) and Mr. Sushil Kumar Malik (Chairman & Managing Director).

3. Stakeholders Relationship Committee:

The Committee met once during the financial year 2024-25, viz. on February 14, 2025. The Committee, as on March 31, 2025 comprised of Mr. Ashok Kumar Sinha (Chairperson ?€“ Independent Director), Mr. Sunder Hemrajani (Independent Director) and Mr. Sushil Kumar Malik (Chairman & Managing Director).

4. Corporate Social Responsibility Committee:

The Committee met once during the financial year 2024-25, viz. on May 30, 2024. The Committee, as on March 31, 2025 comprised of Mr. Sushil Kumar Malik (Chairman), Mr. Abhishek Malik and Mrs. Parvathy Venkatesh (Independent Director).

5. Independent Directors meeting:

The Board of Directors of the Company comprised of five Independent Directors as on March 31, 2025 viz. Mr. Sunder Hemrajani, Mrs. Parvathy Venkatesh, Mr. Ashok Kumar Sinha, Mr. Naresh Kumar Jain and Mr. Lajpat Rai Gupta. The Independent Directors had a separate meeting on February 14, 2025 which was chaired by Mr. Naresh Kumar Jain. The meeting was conducted to evaluate the: (a) Performance of non-independent Directors and the Board as a whole; (b) Performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and (c) Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, your Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc The details of the familiarization programme are explained in the Corporate Governance Report. The company has also formulated a policy for Familiarization Programme for the Independent Directors which is available on Companys website at https://calcomindia.com/download/ familiarization-programme-for-independent-directors/

PERFORMANCE EVALUATION OF THE BOARD

In accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has conducted a formal annual evaluation of the performance of the Board, its Committees, and individual Directors, including the Chairman, for the financial year 2024 - 25.

The evaluation process was carried out by obtaining structured feedback from all Directors through a confidential online survey conducted via Diligent, a secured electronic platform used by the Company to interface with its Directors.

Additionally, Directors were given the option to provide their feedback through physical mode, if preferred. The outcome of the evaluation process was reviewed and discussed at the meetings of the Nomination and Remuneration Committee, the Independent Directors Committee, and subsequently by the Board.

The evaluation reaffirmed that the Board, its Committees, the Chairman, and each Director individually continued to demonstrate strong commitment to principles of good governance. The process also highlighted their active contribution towards enhancing processes, upholding transparency, and driving the sustained growth of the organization.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

The directors, employees, business associates have direct access to the Chairman of the Audit committee. The details of vigil mechanism have been shared in the "Corporate Governance Report".

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under SEBI Listing Regulations with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has formulated a risk management policy and has in place a mechanism to inform the Board about risk assessment and minimisation procedures along with a periodical review to ensure that executive management controls risk by means of a properly designed framework.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been committed to social development since inception, well before CSR became mandatory under the Companies Act, 2013. Our CSR Policy aligns with national development priorities with a focus on measurable community impact.

The Calcom Institute of Management Development & Training ("CIMDT"), our not-for-profit arm registered under the Indian Trusts Act, 1882, implements all CSR programmes. Projects are selected and executed under the close oversight of the CSR Committee, with rigorous monitoring, periodic reviews, and on-ground execution by a dedicated CSR team to achieve defined goals and targets.

The Annual Report on CSR Activities, prepared in accordance with Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, forms part of this Boards Report as Annexure XII .

ADEQUACY OF INTERNAL CONTROL SYSTEM AND COMPLIANCE WITH LAWS

Your Company has in place an adequate internal control system that is commensurate with the size, nature, and complexity of its operations. These controls are designed to ensure accurate and timely recording of transactions, safeguard assets, prevent and detect frauds, and ensure compliance with applicable laws and internal policies.

SAP continues to serve as the backbone of operational and financial control, with function-based user access and periodic reviews enabled through the Governance, Risk and Compliance (GRC) module. Key business processes such as procurement, credit control, customer/vendor management, and e-invoicing are embedded with system-driven controls to enhance accuracy and transparency.

Ongoing IT enablement and automation further support real-time monitoring and exception management. The Audit Committee is updated quarterly on key control matters and provides its observations and recommendations for continuous improvement.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year 2024-25, is placed on the Companys website at https://calcomindia.com/ investor-relations/annual-return.

AUDITORS & AUDITORS REPORT

Statutory Auditors- M/s Suresh Chandra & Associates (Firm registration number: 001359N) were re-appointed as Statutory Auditors of your Company at the 38th Annual General Meeting held on 30th September, 2023, for a term of five consecutive years, who shall hold office from the conclusion of the 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting.

The Independent Auditors Report given by the Auditors on the financial statement of your Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Secretarial Auditors- Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company at its meeting held on August 14, 2024 had appointed M/s Deepak Seth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report is annexed herewith as Annexure III The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

Cost Auditors- In terms of the Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost accounting records and get them audited every year from Cost Auditor and accordingly such accounts and records are maintained by your Company. The Board of Directors appointed M/s Neeraj Sharma & Co., Cost Accountants, as Cost Auditors to audit the cost accounts of your Company for the Financial Year 2024-25 at its meeting held on August 14, 2024. The Cost Audit Report for the FY 2024-25 will be filed by the Company with the Ministry of Corporate Affairs, in due course.

Internal Auditors- Mr. Ashutosh Dubey, who was appointed as the Internal Auditor of the Company in the Board Meeting held on August 14, 2024, ceased to hold office during the year due to his involvement in a fraudulent act against the Company. Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors, at its meeting held on December 26, 2024, appointed Mr. Rahul Bhakuni, Chartered Accountant, as the Internal Auditor of the Company.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company as on 31st March, 2025 has an Associate Company named Calcom Taehwa Techno Private Limited. Calcom Taehwa Techno Private Limited is a Joint venture of your Company wherein 50% of the shareholding is held by your Company and remaining 50% of the shareholding is held by Taehwa Enterprises India Limited. It is engaged in the business of manufacturing of Brush Less Direct Current ("BLDC") Fans.

Besides that, Your Company has a Wholly Owned Subsidiary named Calcom Kadapa Private Limited and has incorporated a Subsidiary Company on January 17, 2025 named Calcom Astra Private Limited wherein 70% of the shareholding is held by your company and remaining 30% of the shareholding is held by Mr. Rajat Behal, Director of Calcom Astra Private Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

As required under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as Annexure I to this Report.

HUMAN RESOURCES

We differentiate ourselves through our people-centric approach and inculcate a culture of transparency, inclusion, collaboration and excellence, our policies and practices are aimed at providing a conducive work environment to meet the aspirations of our people, while ensuring their safety and well-being.

As at March 31, 2025 the total number of employees working with the company stood at 1200. Your Company is committed and continuously putting efforts to strengthen its workforce to meet the companys strategic objectives.

1. Health and safety

We have always strived to maintain the health and safety of our employees and workers, making it an utmost priority for the organisation. We have undertaken several initiatives to prevent and reduce injuries at our plants, and ensuring safety for all.

2. Raising safety awareness

Targeted safety placards, posters and signboards are placed at strategic locations, to raise awareness and to reinforce that safety is everyones responsibility.

3. Talent development, engagement and retention

Your Company strongly believes that continuous learning and development are key to nurturing talent and building a future-ready workforce. Accordingly, regular training programs are conducted to enhance the functional, behavioural, and technical skills of our employees. These sessions are delivered in close collaboration with in-house experts and also include knowledge-sharing on emerging technologies and industry trends.

We maintain active engagement with our employees, with a strong focus on their overall well-being, satisfaction, and long-term retention.

Since 2019, your Company has been granting Employee Stock Options (ESOPs) under a structured Wealth Creation Plan. This initiative aims to foster a sense of ownership among employees, aligning their individual growth with the Companys long-term vision and success.

4. Diversity and inclusion

Your Company is committed to fostering a diverse, inclusive, and equitable workplace. Calcom Vision Limited is an equal opportunity employer and follows gender-neutral remuneration policies, ensuring that the ratio of basic salary and remuneration for women to men stands at 1:1. All employees are evaluated solely on the basis of their qualifications, skills, and performance, with no bias or discrimination.

We continue to attract and retain young talent through youth-centric policies, a transparent work culture, and ongoing engagement with the leadership team. These efforts help in creating an environment where every individual feels valued, supported, and empowered to contribute meaningfully.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure IV .

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 Read with Rules Your Company is committed to maintaining a safe, respectful, and harassment-free workplace for all women employees. We strive to foster a work environment that upholds dignity and equality, free from any form of discrimination or harassment, including sexual harassment.

To this end, your Company has adopted a zero-tolerance policy towards sexual harassment at the workplace. A comprehensive policy is in place, aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy outlines clear procedures for prevention, identification, and redressal of complaints and is regularly communicated to employees to ensure awareness and compliance.

The following is a summary of sexual harassment complaints received and disposed of during the year: a. No. of complaints received: 0 b. No. of complaints disposed of: NA c No. of complaints pending: 0 The Company also conducted POSH (Prevention of Sexual Harassment) training programs at regular intervals for its employees and staff. These sessions played a vital role in raising awareness, reinforcing the Companys commitment to a respectful workplace, and fostering a culture of mutual respect and cooperation across the organization.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") in consultation with Central Government which are mandatory to be complied with by the Company.

LISTING

The equity shares of your Company are listed on BSE Ltd. Your Company has paid the Listing fee for Equity Shares to the BSE for F.Y. 2024-25 and F.Y. 2025-26.

CODE OF CONDUCT

In Compliance with the Listing Regulations and Companies Act, 2013, the Company has framed and adopted a Code of Conduct and Ethics ("the Code"). The Code is applicable to the members of the Board, the executive officers and all employees of the Company. The Code is available on the website, at http://www. calcomindia.com All members of the Board, the executive officers and senior officers have affirmed compliance to the Code as on March 31, 2025. The confirmation from the CEO & MD of the Company regarding compliance with the Code of Conduct by all the Directors and Senior Management is annexed as Annexure VII and forms part of this Report.

PREVENTION OF INSIDER TRADING

Pursuant to the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted a Code of Conduct to Regulate, Monitor, and Report Trading by Insiders for the prevention of insider trading, which is applicable to all the Directors, Promoters, Key Managerial Personnel and designated employees/persons.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting: a. A declaration signed by Mr. Sushil Kumar Malik, Chairman and Managing Director, stating that the members of board of directors and senior management personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics; b. A compliance certificate from the Companys Secretarial Auditor confirming compliance with the conditions of Corporate Governance; c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and d. A certificate of the CFO & CEO of the Company, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable Indian accounting standards (Ind AS) have been followed. ii) The directors have 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 affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The directors have taken proper and sufficient care 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. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and thatsuchsystemswereadequateandoperatingeffectively.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors of the Company, pursuant to the provisions of Section 143 of the Companies Act, 2013, reported an instance of fraud involving an amount of H 2,31,51,412 (Rupees Two Crores Thirty-One Lakhs Fifty-One Thousand Four Hundred Twelve). The fraud was committed by a former employee who held the position of Manager - Accounts & Finance cum Internal Auditor, by siphoning off funds into bank accounts held by himself and his family members.

Upon discovery, the Company promptly initiated all necessary legal and procedural actions in accordance with applicable laws. To further investigate the matter and strengthen internal controls, the Company appointed M/s Shanti Prashad & Co. (FRN: 019923N) as Forensic Auditor. As of the date of this Report, the Company has successfully recovered H 42,53,969 from the misappropriated amount.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. Also, there had been no application filed for Corporate Insolvency Resolution Process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the company, that have occurred between the end of the financial year to which the financial statement relates and the date of report.

ACKNOWLEDGEMENT

Your Directors places on record its sincere appreciation for the dedication, commitment, and contributions of the management and employees of the Company, whose efforts have been instrumental in driving the Companys growth and performance during the year.

The Board also extends its gratitude for the continued support and cooperation received from the Central and State Government authorities, Financial Institutions, Banks, Shareholders, and other business associates, all of whom have played a vital role in the Companys success.

	For and on Behalf of the Board of Director
	S.K. MALIK
Place: Greater Noida	Chairman & Managing Director
Date: August 12, 2025	DIN: 00085715

ANNEXURE TO DIRECTORS REPORT FOR THE YEAR ENDED MARCH 31, 2025

Particular required under the Companies (Accounts) Rules, 2014 of Companies Act, 2013. Corporate

A. CONSERVATION OF ENERGY

As an Electronic Manufacturer your Company holds special responsibility towards Energy Conservation and Sustainablity. This is reflected in our product development efforts and process upgrades.

Energy Conservation Measures Taken a. The Company has enhanced energy efficiency by phasing out conventional induction motor-based fans and installing BLDC fans, which consume significantly lower electricity. b. Energy savings were further achieved through the replacement of outdated, less efficient machinery and components such as motors with advanced, high-efficiency equipment. c. All electrically operated exhaust fans have been substituted with rooftop air ventilators, enabling air circulation without the use of power. d. The Company has optimized air-conditioning usage by minimizing operation during non-peak hours, thereby reducing power consumption. e. Regular assessment of emerging technologies and practices is undertaken to improve the energy efficiency of the Companys infrastructure. f. A rooftop solar power plant of 525 KW capacity has been commissioned, resulting in savings of approximately H 28.35 lakhs in electricity cost during FY 2024?€“25. g. Older compressors have been replaced with advanced models, which operate with nearly 50% lower power consumption compared to the earlier units.

B. TECHNOLOGY ADAPTATION

(a) Research & Development

1. Specific process in which R&D is carried out by the company. Strengthened R&D team

The Company has further strengthened its Research & Development (R&D) capabilities by recruiting highly experienced engineers, thereby enhancing its focus on innovation, product development, and technological advancement

Automation

We have setup an automation division and automated various manufacturing processes. This will help to improve quality, reduce manpower cost and bring consistency in production process.

BLDC Fan Project

During the year, your Company successfully completed the development of drivers for BLDC Fans. Multiple variants have been designed, including sensor-based and sensor-less models, as well as drivers integrated with LED lights and remote-control features (IR & RF). These innovations will be deployed in the fan project to address diverse customer requirements.

Drivers

The Company continues to design and develop drivers in line with customer requirements to meet evolving market needs, while also utilizing them in its in-house developed lighting products for both indoor and outdoor applications.

Solar Lighting Project

Your Company has successfully executed orders and progressed in the development of Solar Lighting Products, including All-in-One Solar Street Lights, Solar Pole-Top Lights, Solar Wall Lights, and Solar Garden Lights. The Company has also received promising leads from multiple customers, indicating strong growth potential in the Solar business.

EV Type- 2 Charger Projects

Your Company has successfully completed the development of EV Type-2 Chargers and manufactured 25 samples, which have been provided to prospective customers. The Company is currently awaiting customer feedback and approvals before commencing large-scale deployment.

LED Lighting (Professional Segment)

The Company has developed several high value-added products in the LED Lighting segment (Professional Range) as well as in the entertainment sector. These include Wedding

Par, Par Light Photo, Street Lights, Flood Lights, Well Glass, Bulkhead, Highbays, Linear Suspended Office Lighting, and Cylindrical Suspended Downlights, among others. The Company is also actively working on new projects to further expand its product portfolio.

The Government of India has introduced a Production Linked Incentive (PLI) Scheme to promote manufacturing of various electronic products. Your Company has been selected under this Scheme, with the eligible incentive limit upgraded from H 10 Crores to H 25 Crores.

The Company has already received benefits aggregating to H 2.16 Crores under the Scheme and expects to receive further incentives of approximately H 13.8 Crores in the coming period, which will help drive growth in both the domestic and export markets.

2. Benefits derived as a result of the above R&D.

Enhanced Quality ?€“ Our key customer, Panasonic, has acknowledged that our field return rates are the lowest, positioning us as their most reliable vendor for LED bulbs. Higher Productivity ?€“ The Company has successfully optimized manpower costs, and further reductions are anticipated as automation initiatives continue to deliver efficiencies.

Expenditure on R&D	INR (in Lacs)
Current Year	22.99
Total	22.99

3. Future Plan of Action

Last year, the Company shifted its strategy towards mass consumption products such as LED Bulbs and Battens, with most development activities directed at strengthening its position in this segment and capturing higher market share with both existing and new customers. The Company has been successful in its efforts with respect to LED Bulbs and, in continuation of its strategy, is now placing greater emphasis on building a strong portfolio of Outdoor Lighting Products. To support this, the Company is planning to establish facilities for pressure die casting and powder coating.

(B) Technology Absorption, Adoption & Innovation

Your Company continues to rely on in-house know-how for its manufacturing activities without the use of any external technology. During the year, the R&D team has further strengthened its competencies, enabling the development of innovative solutions across new technology domains. The Company remains committed to maintaining and enhancing the quality of its products, with all R&D efforts focused on achieving this objective.

(C) Foreign Exchange Earnings and Outgo

	(INR in lacs)	(INR in lacs)
Foreign Exchange Earned	22.32	49.46
Foreign Exchange Used	4410.36	4470.40
(Import of Components
and Capital Equipment)