Electro Force (India) Ltd Directors Report

To

The Members of

ELECTRO FORCE (INDIA) LIMITED

(Formerly known as Electro Force (India) Private Limited)

Dear Members,

Your Directors have pleasure in presenting 15 th Annual Report of the Company, together with the audited Financial Statements for the financial year ended 31 st March, 2025.

1. Financial Results:

The summarized financial highlights of the Company, for the year ended 31 st March, 2025 are as follows:

(Figures in lakhs except EPS)

PARTICULARS	FY 20242025	FY 20232024
Sales and Other Income	5,332.64	3,657.82
Less: Expenses	5,102.61	2800.69
Operating Profit (PBIDT)	230.03	857.13
Less: Finance Cost	2.45	3.10
Profit before Depreciation (PBDT)	227.58	854.03
Less: Depreciation	53.65	65.52
Profit before Tax	173.93	788.51
Less: Current Taxes, Deferred Taxes and Short provision of tax	45.90	213.26
Profit after Tax	128.03	575.25
Basic EPS	0.55	3.03
Dilute EPS	0.55	3.03

2. State of Companys Affairs and Future Outlook:

During the financial year, the Company has earned a total income of Rs. 5332.64 Lakhs as compared to previous years income of Rs. 3,657.82 Lakhs. The Company earned a profit of Rs. 128.03 Lakhs as against profit of Rs. 575.25 Lakhs in the previous year.

3. Transfer to Reserves:

The Company has transferred the profit of the current year to the reserves.

4. Change in nature of Business:

There was no Change in the nature of Business during the FY 202425.

5. Dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys future plans and expansion has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. Information About Subsidiary/ TV/ Associate Company:

During the financial year under review, the Company does not have any Subsidiary, Joint Venture, or Associate Company as defined under the Companies Act, 2013. Accordingly, the disclosure requirements in this regard are not applicable.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your company.

8. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There are no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e., March 31, 2025, and the date of this Board Report except below:

1. Fire Incident occurred on June 4, 2025 at around 10:01 PM at the Companys factory building located at Companys Factory:

Your Board report that there were no casualties or injuries to any personnel and no loss or damage to the Companys stock during the incident.

2. In line with the Companys strategic expansion plans, the Board of Directors, at its meeting held in May 2025, approved the proposal for setting up a new manufacturing unit at: Building No. 2, Ground + 2 Floors, Survey No. 24/1/A, Kaman Road, Chinchoti, Palghar, Vasai East 401208.

The relevant details in this regard are provided below:

New Product	Manufacturing of Trolleys and various Handling Equipments
Expected Commercial Production start date	The Company intends to commence manufacturing operations by Quarter 3 of the financial year 202526 i.e. October December 2025.
Estimated Cost	Approx. Rs 25 crores

9. Public Deposits:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

10. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2025 can be accessed at https://electroforceindia.com/

11. Changes in Share Capital

There were no changes in the share capital of the company during the period under review and the authorized share capital of the company as on 31 st March, 2025 was Rs.

26.00. 00.000/ divided into 2,60,00,000 Equity Shares of Rs.10/ each.

The paidup Equity Share Capital of the company as on 31 st March, 2025 was Rs.

23.40.00. 010/ divided into 2,34,00,001 Equity Shares of Rs.10/ each and the shares of the Company are listed on SME Platform of National Stock Exchange Limited ( NSE EMERGE ).

12. Directors and Key Managerial Personnel (KMP):

A) Changes in Directors & KMP during the financial year 202425:

There were no changes in the Directors or Key Managerial Personnel of the Company during the financial year 202425.

Sr. No. DIN Name of Director	Designation	Nature of Change	Date of Appointment/ Change in designation/Cessation (with effect from)
1. Ms. Reetu Bansal	Company Secretary & Compliance Officer	Resignation	26th July, 2024
2. 10088552 Mr. Dilip Kumar Swarnkar	NonExecutive Independent Director	Cessation	03 rd July,2024
3. 02082675 Mr. Krishnakumar Laxman Bangera	Additional NonExecutive Independent Director	Appointment	30 th September, 2024
4. 02082675 Mr. Krishnakumar Laxman Bangera	NonExecutive Independent Director	Regularisation	30 th December, 2024

B) Director retires by rotation:

In accordance with the provisions of SubSection (6) of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Saideep Shantaram Bagale (DIN: 07196456) is liable to retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Your directors recommend reappointment of Mr. Saideep Shantaram Bagale (DIN: 07196456) as Whole Time Director of the Company, liable to retire by rotation.

C) Current structure of Directors and Key Managerial Personnel:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025 were as follows:

Name	Designation
Mr. Arvind Sharma	Chairman and NonExecutive NonIndependent Director
Mr. Saideep Shantaram Bagale	Whole Time Director
Mr. Santosh Kumar Palaria	Executive Director
Ms. Priyanka Yadav	Independent NonExecutive Director
Mr. Krishnakumar Laxman Bangera	Independent NonExecutive Director
Mr. Chandrashekhar Harishchandra Meher	Chief Financial Officer
Mr. Varun Seth	Company Secretary & Compliance Officer
Ms. Dhanashree Vaibhav Salgaonkar	Company Secretary & Compliance Officer

Mr. Varun Seth has resigned as Company Secretary & Compliance Officer of the Company w.e.f. 11 th

July, 2025.

Ms. Dhanashree Vaibhav Salgaonkar appointed as Company Secretary & Compliance Officer w.e.f.

11 th July, 2025

13. Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Meeting is circulated at least a week prior to the date of the meeting. The Board met Ten [10] times in financial year 20242025 on 05 th April, 2024, 30 th May, 2024, 03 rd July, 2024, 30 th August, 2024, 30 th September, 2024, 01 st October, 2024, 14 th November, 2024, 07 th December, 2024, 05 th March, 2025, 31 st March, 2025. The maximum interval between any two meetings did not exceed 120 days.

The details of attendance of the Director at the meetings are held during the year under review is stated herewith

Sr. Board No Meetin g Dates	Mr. Arvind Sharm a	Mr. Santos h Kumar Palaria	Mr. Saideep Shantaram Bagale	Ms. Priyank a Yadav	Mr. Krishnakuma r Laxman Bangera	Mr. Dilip Kumar Swarnkar
1. 05 th April, 2024	Present	Present	Present	Present	NA	Present
2. 30 th May, 2024	Absent	Present	Present	Present	NA	Absent
3. 03 rd Jul y, 2024	Absent	Present	Present	Present	NA	NA
4. 30 th August , 2024	Absent	Present	Present	Present	NA	NA
5. 30 th Septem ber, 2024	Absent	Present	Present	Absent	Present	NA
6. 01s t Octobe r, 2024	Absent	Present	Present	Absent	Present	NA
7. 14 th Novem ber, 2024	Absent	Present	Present	Absent	Present	NA
8. 07 th Decem ber, 2024	Absent	Present	Present	Absent	Present	NA
9. 05 th March, 2025	Absent	Present	Present	Present	Present	NA
10. 31st March, 2025	Absent	Present	Present	Absent	Present	NA

14. Board Committee.

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and require closer review. The Board Committees are formed with the approval of the Board, and they function under their respective

Charters. These Committees play an important role in the overall management of the day today affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform the duties entrusted to them by the Board. The minutes of the Committee meetings are presented to the Board for review.

Your Company has in place, all the Committee(s) as mandated under the provisions of the Act and Listing Regulations. Currently, there are four Committees of the Board, namely:

Audit Committee

Nomination and Remuneration Committee

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

The Company has four committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The composition of the Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

The Committee is constituted/reconstituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 202425, the Committee met 8 (Eight) times on 05, April, 2024, 30 th May,2024, 30 th August,2024, 30 th September, 2024, 01 st October, 2024, 14 th November, 2024, 07 th December, 2024, 31 st March, 2025 and the maximum interval between any two meetings did not exceed 120 days.

The composition of Audit Committee as on 31st March, 2025:

Sr. No. Name of Member	Designation in Board	Designation
Mr. Krishnakumar 1 Laxman Bangera (Refer Note No. 2)	IndependentNonExecutive Director	Chairman
2 Ms. Priyanka Yadav	IndependentNonExecutive Director	Member
3 Mr. Arvind Sharma	Non Executive NonIndependent	Member
	Director
Mr. Dilip Kumar 4 Swarnkar (Refer Note No. 1)	IndependentNonExecutive Director	ExChairman

Note:

1. Mr. Dilip Kumar Swarnkar has resigned as IndependentNonExecutive Director w. e. f. 3 rd July, 2024.

2. Mr. Krishnakumar Laxman Bangera appointed as Additional IndependentNonExecutive Director w. e. f. 30 th September, 2024 and the same is approved by the members in the Annual General Meeting held on 30 th December, 2024.

The attendance of the members at the Meeting of Audit Committees held during the FY 202425:

Sr. No Date of Committee Meeting	Mr. Krishnakumar Laxman Bangera	Ms. Priyanka Yadav	Mr. Arvind Sharma	Mr. Dilip Kumar Swarnkar
1. 05 th , April, 2024	NA	Present	Absent	Present
2. 30th May,2024	NA	Absent	Present	Present
3. 30th August,2024	NA	Present	Absent	Present
4. 30th September, 2024	Present	Present	Absent	NA
5. 01st October, 2024	Present	Present	Absent	NA
6. 14th November, 2024	Present	Present	Absent	NA
7. 07th December, 2024	Present	Present	Absent	NA
8. 31st March, 2025	Present	Present	Absent	NA

II. Nomination & Remuneration Committee:

The Committee is constituted/reconstituted in line with the requirements mandated by the Act and of the Listing Regulations.

The Committee is constituted/reconstituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 202425, the Committee met 6 (Six) times on 05, April, 2024, 03 rd July, 2024, 30 th September, 2024, 01 st October, 2024, 07 th December, 2024, 31 st March, 2025.

The Nomination and Remuneration Committee comprises of the following as on 31st

March, 2025:

Sr Name of Member No.	Designation in Board	Designation
1 Ms. Priyanka Yadav	IndependentNonExecutive Director	Chairman
Mr. Krishnakumar 2 Laxman Bangera (Refer Note No.2)	IndependentNonExecutive Director	Member
3 Mr. Arvind Sharma	Non Executive NonIndependent Director	Member
Mr. Dilip Kumar 4 Swarnkar (Refer Note No.1)	IndependentNonExecutive Director	Member

Note:

1. Mr. Dilip Kumar Swarnkar has resigned as IndependentNonExecutive Director w. e. f. 3 rd July, 2024.

2. Mr. Krishnakumar Laxman Bangera appointed as Additional IndependentNonExecutive Director w. e. f. 30 th September, 2024 and the same is approved by the members in the Annual General Meeting held on 30 th December, 2024.

The Attendance of the members at the Meeting of Nomination and Remuneration Committee held during the FY 202425:

Sr. Date of No Committee Meeting	Ms. Priyanka Yadav	Mr. Arvind Sharma	Mr. Krishnakumar Laxman Bangera	Mr. Dilip Kumar Swarnkar
1. 05 th April, 2024	Present	Present	NA	Present
2. 03rd July,2024	Present	Present	NA	NA
3. 30th September, 2024	Present	Absent	Present	NA
4. 01st October, 2024	Present	Absent	Present	NA
5. 07th December,	Present	Absent	Present	NA
2024
6. 31st March, 2025	Present	Absent	Present	NA

III. Stakeholder Relationship Committee

Stakeholders Relationship Committee of the Company was constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, to look into the redressal of shareholders/ investors complaints, such as transfer of securities, nonreceipt of dividend, notice, annual reports and all other securities holder related matters

The Stakeholder Relationship Committee is constituted in line with the requirements mandated by the Act and of the Listing Regulations.

During the financial year 202425, the Committee met 5 (Five) times on 02 nd July 2024, 12 th September 2024, 30 th September, 2024, 16 th December 2024, 17 th February, 2025.

The Stakeholder Relationship Committee comprises of the following as on 31st March, 2025:

Sr. Name of Member No	Designation in Board	Position in Committee
1. Mr. Arvind Sharma	Non Executive NonIndependent Director	Chairman
2. Mr. Krishnakumar Laxman Bangera (Refer Note No.2)	IndependentNonExecutive Director	Member
3. Ms. Priyanka Yadav	IndependentNonExecutive Director	Member
4. Mr. Dilip Kumar Swarnkar (Refer Note No.1)	IndependentNonExecutive Director	ExMember

Note:

1. Mr. Dilip Kumar Swarnkar has resigned as IndependentNonExecutive Director w. e. f. 3 rd July, 2024.

2. Mr. Krishnakumar Laxman Bangera appointed as Additional IndependentNonExecutive Director w. e. f. 30 th September, 2024 and the same is approved by the members in the Annual General Meeting held on 30 th December, 2024.

The attendance of the members of the Stakeholders Relationship Committee for the financial year 202425 is as follows:

Sr. Date of No Committee Meeting	Mr. Arvind Sharma	Ms. Priyanka Yadav	Mr. Krishnakumar Laxman Bangera	Mr. Dilip Kumar Swarnkar
1. 02n d July 2024	Present	Present	NA	Present
2. 12 th September 2024	Present	Present	NA	NA
3. 30 th September, 2024	Absent	Present	Present	NA
4. 16 th December 2024	Absent	Present	Present	NA
5. 17 th February, 2025	Absent	Present	Present	NA

IV. Corporate Social Responsibility Committee:

The CSR Committee comprises of Mr. Arvind Sharma, Mr. Krishnakumar Laxman Bangera and Ms. Priyanka Yadav. The Committee. During the year under review, the company was has spent the amount as Corporate Social Responsibility as per Section 135 of Companies Act, 2013.

During the financial year 202425, the Committee met 3(Three) times on 10 th April,2024, 30 th September,2024 and 05 th March, 2025.

The Corporate Social Responsibility Committee comprises of the following as on 31st March, 2025:

Sr. No Name of Member	Designation in Board	Position in Committee
1. Mr. Arvind Sharma	Non Executive NonIndependent Director.	Chairman
2. Mr. Krishnakumar Laxman Bangera (Refer Note No.2)	IndependentNonExecutive Director	Member
3. Ms.Priyanka Yadav	IndependentNonExecutive Director	Member
4. Mr. Dilip Kumar Swarnkar (Refer Note No.1)	IndependentNonExecutive Director	Ex Member

Note:

1. Mr. Dilip Kumar Swarnkar has resigned as IndependentNonExecutive Director w. e. f. 3 rd July, 2024.

2. Mr. Krishnakumar Laxman Bangera appointed as Additional IndependentNonExecutive Director w. e. f. 30 th September, 2024 and the same is approved by the members in the Annual General Meeting held on 30 th December, 2024.

The attendance of the members of the CSR Committee for the financial year 202425 is stated as follows:

Sr. Date of No Committee Meeting	Mr. Arvind Sharma	Mr. Krishnakumar Laxman Bangera	Ms. Priyanka Yadav	Mr. Dilip Kumar Swarnkar
1. 10th April, 2024	Present	Present	Present	Present
2. 30th September, 2024	Absent	Present	Present	NA
3. 05 th March, 2025	Present	Present	Present	NA

15. Declaration of Independent Director:

i. The Company has received necessary declarations from all the Independent Directors on the Board of the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and the Rules made there under and Regulation 16(1)(b) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

ii. Further, the Independent Directors have also submitted a declaration in compliance with the provision of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, which mandated the inclusion of an Independent Directors name in the data bank of persons offering to become Independent Directors, of Indian Institute of Corporate Affairs (IICA) for a period of one year or five years or life time till they continue to hold the office of an Independent Director and also completed the online proficiency test, conducted by Indian Institute of Corporate Affairs, wherever applicable.

iii. The Board of Directors, based on the declaration(s) received from the Independent Directors, have verified the veracity of such disclosures and confirmed that the

Independent Directors fulfill the conditions of independence specified in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended and are independent from the management of the Company.

iv. In the opinion of the Board, all the Independent Director are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

v. The terms and conditions of the said appointment are hosted on website of the Company https://electroforceindia.com/

16. Annual Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company.

i. The Board has devised questionnaire to evaluate the performances of each of Executive, Non Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance at the Board Meetings and Committee Meetings;

b. Quality of contribution to Board deliberations;

c. Strategic perspectives or inputs regarding future growth of Company and its performance;

d. Providing perspectives and feedback going beyond information provided by the management.

17. Separate Meetings of Independent Directors:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies, Act, 2013, a separate meeting of the Independent Directors of the Company was held to review the performance of Non Independent Directors, the Board as whole, including the Chairman of the Company and to discuss the matters related to the quality, quantity and timeliness of flow of information between the Company management and the Board.

18. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a performance evaluation of the individual Directors as well as evaluation of the Board as a whole and its committees has been carried out.

Further, in terms of Para VII of Schedule IV of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company to evaluate the performance of:

The Chairman of the Company and performance of Non Independent Directors and the Board as a whole.

Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of the Board of Directors of the Company.

The following metrics were considered for evaluation:

a) Generic parameters

b) Roles and responsibilities to be fulfilled

c) Participation in Board Processes

d) Governance

e) Strategy

f) Effective Communication

g) Stakeholder focus

h) Risk Awareness

i) The results of evaluation of performance of the Board, its Committees and of individual Directors was found to be satisfactory.

19. Details of policy developed and implemented by the company on Corporate Social Responsibility initiatives:

Pursuant to the provisions of Section 135 of the Act and the Rules made there under, the Company had duly constituted the Corporate Social Responsibility Committee (CSR Committee) in the Company. As part of its initiatives under CSR, the Company has identified various projects. These projects are in accordance with Schedule VII to the Act.

The details as per the provisions are annexed herewith as AnnexureI.

20. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2025 and of the profits of the Company for that period;

c) They have taken proper and sufficient care 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;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that these systems are adequate and operating effectively.

21. Nomination and Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Companys Website

Website Link: https://electroforceindia.com/

22. Vigil Mechanism/Whistle Blower Policy:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a Vigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company had established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 202425, no employee or director was denied access to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://electroforceindia.com/

23. Risk Management Policy:

The Company has laid down a welldefined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a welldefined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

24. Significant and Material Orders passed by the Regulators or Courts

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. Statutory Auditors

M/s. Mittal Agarwal & Company, Chartered Accountants, Mumbai (Firm Registration No. 131025W), is the Statutory Auditors of the Company. The Statutory Auditor has been appointed at the Annual General Meeting held for F.Y 2023 24 for 5 consecutive years starting from financial year 202324 to 202728.

The Board of Directors recommends their continuation on the basis of satisfactory performance by them during the year under review.

26. Auditors Report

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31 st March, 2025 does not contain any qualification and is selfexplanatory.

27. Reporting of Fraud by Auditors:

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report.

28. Internal Auditor:

The report of Internal Auditor issued and the same has been reviewed.

29. Secretarial Audit:

The Board had appointed CS Aakruti Somani, Practicing Company Secretaries (Membership No. 54612 and COP No. 20395) as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025. As per the provisions of Section 204 of the Act read Rules framed there under. The Secretarial Audit Report in Form MR3 is given as Annexure II and forms part of this Report. The

Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except penalty and additional fees paid for delay in compliance except following:

^ We have observed that delayed in filing of certain eforms with additional fees due to technical glitches on MCA V3 portal.

Board Reply: The delay is happened due to technical error.

^ There was 6 days delay in appointment of Company secretary and Compliance officer in the Company.

Board Reply: The delay is happened majorly considering the level of competency, skills, experience and seniority required for the said post, it took reasonable time to identify and finalize the potential candidate

30. Cost Auditor:

The Cost Audit is not applicable to the Company.

31. Disclosure on maintenance of cost records

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 as the same is not applicable to the Company.

32. Particulars of Loans, Guarantees or Investments

There are no loans granted, guarantees given and investments made by the Company under Section 186 of the Companies Act, 2013 read with rules framed thereunder except as stated under Note 5, 6 and 16 to the financial statement.

33. Particulars of Loans availed from directors or their relatives

As required under Rule 2(c)(viii) of Companies (Acceptance of deposits) Rules, 2014, there are no loans availed by the Company during the year from its directors and their relatives.

34. 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

As Company has not done any onetime settlement during the year under review hence no disclosure is required.

35. Related Party Transaction

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on of Related Party Transactions which is also available on the Companys website at http://www.electroforceindia.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties. All related party transactions are placed before the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect to omnibus approval, prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. Transactions entered into pursuant to omnibus approval are verified by the Finance Department and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All transactions entered with related parties for the year under review were in ordinary course of business and at arms length basis except the Material related party transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, were entered during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC2, annexed as AnnexureIII. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All related party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to Note No. 38 to the standalone financial statements which sets out related party disclosure.

Pursuant to the provisions of Regulation 34(3) and 53(f) read with clause 2 of Part A of Schedule V of the SEBI Listing Regulations is not applicable and During the year under review, no person(s) or entity(ies) belonging to the promoter/promoter group which held 10% or more share in the paidup equity share capital of the Company.

36. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy The Operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in daytoday activities.

b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment Nil

B. Technology Absorption

a. The efforts made towards technology absorption the minimum technology required for the business has been absorbed.

b. The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable

d. The expenditure incurred on Research and Development Not Applicable

C. Foreign exchange earnings and Outgo:

(Amount in Lakhs)

Particulars	Current Year	Previous Year
Foreign Exchange Earnings
Foreign Exchange Outgo (CIF Basis)

37. Management Discussion & Analysis Reports:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure IV

38. Business Responsibility Report:

As per the provisions of Regulation 34 (2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility Report (BRR), thus the Business Responsibility Report is not applicable to us.

39. Corporate Governance:

In accordance with regulation 15(2) of SEBI LODR, 2015, the requirement of compliance with respect to specified Corporate Governance provisions are not applicable to the Company, as the Company has been listed on the SME exchange at NSE Emerge with effect from December 27, 2023.

40. Details in respect of Adequacy of Internal Financial Controls with reference to Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthening the internal controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

41. Compliance with Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS1) and Secretarial Standards on General Meetings (SS2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

42. Order of Court:

No orders are passed by the regulators or courts or Tribunals impacting the going concern status of your companys operation in future.

43. Insider Trading:

The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons(the Code) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations). The Code is applicable to promoters, member of promoter group, all Directors and such designated employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. This Code is displayed on the Companys website, https://electroforceindia.com/policies/.

44. Affirmations and Disclosures:

a. Details of noncompliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during last three financial years: There are no instances of noncompliances by the Company necessitating imposition of penalties, strictures on the Company by SEBI or any statutory authority, on any matter related to capital markets except below:

Following noncompliances were made by the company during the financial year 202425 and National Stock Exchange of India Limited (NSE) Impose the penalties:

Nature and details of the action(s) taken or No. order(s) passed	Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority	Details of the violation(s)/ contravention(s) committed or alleged to be committed	Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1 Appointment of Company Secretary	10032025	Delay in appointment of Company Secretary under Regulation 6	No impact

b. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation32 (7A):

(? in Lakhs)

Particulars	Object of the issue	Utilized till 31.03.2025	Pending utilization
Funding additional working capital requirements of our Company	2500.00	2500.00
Pursuing Inorganic Growth	550.00	550.00
General corporate purposes	1,390.00	1,390.00
Fresh Issue related Expense	1,140.00	1,140.00
Total	5,580.00	5,580.00

c. Where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year: Not

Applicable.

45. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. Also, the Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: Nil

b) No. of Complaints disposed off: Nil

c) Pending beyond 90 days: Nil

d) Disposedoff during FY 202425: Nil

e) Pending as on March 31, 2025: Nil

46. Compliance under the Maternity Benefit Act, 1961

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year. All eligible employees, if any, were provided maternity benefits as prescribed under the Maternity Benefit Act, 1961, and the Company continues to ensure a supportive work environment for women employees during and after maternity.

47. Statement 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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure V which forms part of this Report.

48. Companys policy relating to Directors appointment, payment of remuneration and discharge of their duties:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors. The said policy is available on the Companys Website

https: / /electroforceindia.com/ wpcontent/uploads/2023/06/NRC POLICYRemunerationPolicyforDirectors.pdf

49. Details of application/ any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

50. Acknowledgement:

The Directors place on record their fathomless appreciation to employees at all levels for their hard work, dedication and commitment, which is vital in achieving the overall growth of the Company. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with

consumer interests. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors Electro Force (India) Limited

Sd/ Sd/

Saideep Shantaram Bagale Santosh Kumar Palaria

Place: Vasai Wholetime Director Director

Dated: September 5, 2025 DIN: 07196456 DIN: 10094804