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Electro Force India Ltd Directors Report

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Nov 9, 2026|12:00:00 AM

Electro Force India Ltd Share Price directors Report

To

The Members of

ELECTRO FORCE (INDIA) LIMITED

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

Dear Members,

Your Board of Directors takes pleasure in presenting the 16th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

The summarized financial highlights of the Company, for the year ended 31st March,2026 are as follows:

Particulars Standalone
FY 2025-26 FY 2024-25
Revenue from operations 1,921.21 5,239.06
Other Income 216.50 93.59
Total Income 2,137.72 5,332.64
Total Expenses 2,050.89 5,158.71
Profit Before Exceptional Items and Tax - -
Exceptional Item - -
Profit Before Tax 86.83 173.93
Tax Expenses 23.50 45.90
Profit for the Year 63.33 128.03

2. STATEMENT OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the financial year, the Company has earned a total income of Rs. 2,137.72 Lakhs as compared to previous years income of Rs. 5332.64 Lakhs. The Company earned a profit of Rs. 63.33 Lakhs as against profit of Rs. 128.03 Lakhs in the previous year.

3. DIVIDEND:

The Board of Directors, after considering the financial performance and future requirements of the Company, has not recommended any dividend for the financial year ended March 31, 2026. Accordingly, no dividend has been declared or paid during the year under review.

4. TRANSFER TO RESERVES:

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

5. SHARE CAPITAL:

There were no changes in the share capital of the company during the periods under review and the authorized share capital of the company as on 31st March, 2026 was Rs. 26,00,00,000/- divided into 2,60,00,000 Equity Shares of Rs. 10/- each.

The paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs. 23,40,00,010/- divided into 2,34,00,001 Equity Shares of Rs. 10/- each and the shares of the Company is listed on SME Platform of National Stock Exchange Limited ("NSE EMERGE").

6. DEPOSITS:

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("Act"). As on March 31, 2026, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND 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 30 to the financial statement.

8. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

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 requirement in this regard are not applicable.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company, to the best of its knowledge and belief, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b) we have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on March 31, 2026;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts for the financial year ended on March 31, 2026 on a going concern basis;

e) we have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, detailed review of operations, performance and future outlook of the Company is covered under Management Discussion & Analysis section of the Integrated Annual Report.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors

The Board composition of the Company as on March 31, 2026, was as under:

Name Category of Directorship
Mr. Saideep Shantaram Bagale Whole-time Director
Mr. Santosh Kumar Palaria Executive Director
Mr. Rudolf John Corriea Non-Executive Director
Mr. Krishnakumar Laxman Bangera Independent Non-Executive Director
Mr. Arvind Sharma Director
Ms. Priyanka Yadav Independent Non-Executive Director

*During the financial year, Mr. Rudolf John Corriea was appointed as an Non-Executive Director w.e.f. 01st October, 2025.

*After the end of the financial year FY 2025-26 Ms. Priyanka Yadav resigned as Independent Non-Executive Director w.e.f 03rd April, 2026

* *After the end offinancial year FY 2025-26 Ms. Dhruti Harsh Satia have been appointed as Independent Non-Executive Director w.e.f 21st April, 2026

Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on March 31, 2026, are as under:

Name Designation
Mr. Chandrashekar Harishchandra Meher Chief Financial Officer
Ms. Dhanashree Vaibhav Salgaonkar Company Secretary & Compliance Officer
Mr. Saideep Shantaram Bagale Whole-time Director
Mr. Santosh Kumar Palaria Executive Director
Mr. Rudolf John Cornea Non-Executive Director
Mr. Krishnakumar Laxman Bangera Non-Executive - Independent Director
Mr. Arvind Sharma Director
Ms. Priyanka Yadav Independent Non-Executive Director

Declaration by Independent Directors

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 http://electroforce.com/

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors have adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel.

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.

Meetings of the Board of Directors

During the year under review, the Board of Directors met Twelve times, details of which are provided below:

Date of Board Meeting Directors present
14/04/2025 5
30/04/2025 5
27/05/2025 5
11/07/2025 5
16/07/2025 5
05/09/2025 5
22/09/2025 5
01/10/2025 5
24/10/2025 6
13/11/2025 6
17/12/2025 6
27/02/2026 6

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- to-day 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 2025-26, the Committee met 8 (Eight) times on 05, May, 2025, 14th June, 2025, 30th August,2025, 30th September, 2025, 01st October, 2025, 14th November, 2025, 07th January, 2026, 31st March, 2026 and the maximum interval between any two meetings did not exceed 120 days.

The composition of Audit Committee as on 31st March, 2026:

Name of Member Designation in Board Designation
1 Mr. Krishnakumar Laxman Bangera Independent-Non-Executive Director Chairman
2 Ms. Priyanka Yadav Independent-Non-Executive Director Member
3 Mr. Arvind Sharma Non- Executive Non-Independent Director Member

The attendance of the members at the Meeting of Audit Committees held during the FY 2025-26:

Date of Committee Meeting Mr. Krishnakumar Laxman Bangera Ms. Priyanka Yadav Mr. Arvind Sharma
1. 05th, May, 2025 Present Present Present
2. 14th June, 2025 Present Present Present
3. 30th August, 2025 Present Present Present
4. 30th September, 2025 Present Present Present
5. 01st October, 2025 Present Present Present
6. 14th November, 2025 Present Present Present
7. 07th January, 2026 Present Present Present
8. 31st March, 2026 Present Present Present

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 2025-26, the Committee met 6 (Six) times on 07th, April, 2025, 05th July, 2025, 30th September, 2025, 01st October, 2025, 07th December, 2025, 31st March, 2026.

The Nomination and Remuneration Committee comprises of the following as on 31st March, 2026:

Name of Member Designation in Board Designation
1 Ms. Priyanka Yadav Independent-Non-Executive Director Chairman
2 Mr. Krishnakumar Laxman Bangera Independent-Non-Executive Director Member
3 Mr. Arvind Sharma Non- Executive Non-Independent Director Member

The Attendance of the members at the Meeting of Nomination and Remuneration Committee held during the FY 2025-26:

Date of Committee Meeting Ms. Priyanka Yadav Mr. Arvind Sharma Mr. Krishnakumar Laxman Bangera
1. 07th April, 2025 Present Present Present
2. 05th July, 2025 Present Present Present
3. 30th September, 2025 Present Present Present
4. 01st October, 2025 Present Present Present
5. 07th December, 2025 Present Present Present
6. 31st March, 2026 Present Present Present

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, non-receipt 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 2025-26, the Committee met 5 (Five) times on 04th July 2025, 12th September 2025, 30th September, 2025, 16th December 2025, 17th February, 2026.

The Stakeholder Relationship Committee comprises of the following as on 31st March, 2026:

Name of Member Designation in Board Designation
1 Ms. Priyanka Yadav Independent-Non-Executive Director Chairman
2 Mr. Krishnakumar Laxman Bangera Independent-Non-Executive Director Member
3 Mr. Arvind Sharma Non- Executive Non-Independent Director Member

The attendance of the members of the Stakeholders Relationship Committee for the financial year 2025-26 is as follows:

Date of Committee Meeting Mr. Arvind Sharma Ms. Priyanka Yadav Mr. Krishnakumar Laxman Bangera
1. 04th July 2025 Present Present Present
2. 12th September 2025 Present Present Present
3. 30th September, 2025 Present Present Present
4. 16th December 2025 Present Present Present
5. 17th February, 2026 Present Present Present

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 has not spent the amount as Corporate Social Responsibility as per Section 135 of Companies Act, 2013. As CSR is not applicable.

During the financial year 2025-26, the Committee met 3(Three) times on 10th April, 2025, 30th September, 2025 and 05th March, 2026.

The Corporate Social Responsibility Committee comprises of the following as on 31st March, 2026:

Name of Member Designation in Board Position in Committee
1. Mr. Arvind Sharma Non- Executive NonIndependent Director. Chairman
2. Mr. Krishnakumar Laxman Bangera Independent-Non-Executive Director Member
3. Ms. Priyanka Yadav Independent-Non-Executive Director Member

The attendance of the members of the CSR Committee for the financial year 2025-26 is stated as follows: -

Date of Committee Meeting Mr. Arvind Sharma Mr. Krishnakumar Laxman Bangera Ms. Priyanka Yadav
1. 10th April, 2025 Present Present Present
2. 30th September, 2025 Present Present Present
3. 05th March, 2026 Present Present Present

12. AUDITORS:

Statutory Auditors and Auditors Report

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 FY 2023-24 for 5 consecutive years starting from financial year 2023-24 to 2027-28.

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

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the SEBI Listing Regulations, M/s Ketan Vyas & Company,

Company Secretaries, Peer Review No. 6867/2025, as Secretarial Auditor of the Company to fill the casual vacancy caused due to the resignation of Ms. Aakruti Somani, Practicing Company Secretary (Membership No. 54612 and COP No. 20395), were appointed as the Secretarial Auditors of the Company to hold office for a term of One Year, for FY 2025-26. The board has recommended appointment of Secretarial Auditor for 5 consecutive years from FY 2026-27 till FY 2030-31.

The Secretarial Audit Report in Form MR-3, for FY 2025-26, does not contain any qualifications, reservations or adverse remarks. The said Secretarial Audit Report is annexed to this Report as Annexure ‘II.

Internal Auditor

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

Cost Auditor

The Cost Audit is not applicable to the Company.

Details in respect of Frauds Reported by Auditors under Section 143(12) of the Act

During the year under review, no frauds were reported by any of the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rules made thereunder.

13. 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, NonExecutive 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.

14. 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.

15. 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.

16. 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/.

17. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR activities undertaken by the Company during the year under review are set out in Annexure -I of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The CSR Policy is available on the website of the Company at https://electroforce.com/policies/. However, CSR is not applicable to the the Company and thus the Company has not incurred any expenditure towards CSR activities during the financial year under review.

18. 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.

19. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported. 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. Disposed-off during FY 2025-26: Nil

e. Pending as on March 31, 2026: Nil

20. 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-POLICYRemuneration-

Policy-for-Directors.pdf

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177(9) and (10) of the Act and the rules framed thereunder, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated the Whistle Blower Policy which is applicable to all employees and all other persons dealing with the Company to inter alia are proton acceptable proper practices and/or unethical practices and/or genuine concerns and to create awareness to report instances of leak of Unpublished Price Sensitive Information. The whistleblower shall address all the protected disclosure to the Company Secretary and Compliance Officer of the Company. Protected disclosure against the Company Secretary should be addressed to the Chairman of the Company and protected disclosure against the Chairman should be addressed to the Chairman of the Audit Committee.

The Policy provides for adequate safeguards against victimization to all whistleblowers who use such mechanism. During the year under review, none of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is displayed on the Companys website: https://electroforceindia.com/

22. INTERNAL FINANCIAL CONTROL:

Details in respect of the adequacy of internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section forming part of this Annual Report.

23. RELATED PARTY TRANSACTIONS:

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The said Policy is available on the website of the Company at www.electroforceindia.com.

During the financial year under review, the Company has not entered into any Related Party Transaction requiring approval or disclosure under the applicable provisions of the Act and the SEBI Listing Regulations. Accordingly, there are no transactions requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Further, there were no material related party transactions during the year under review that could have a potential conflict with the interests of the Company at large. The requisite disclosures, if any, relating to related parties have been made in the notes forming part of the standalone financial statements, in accordance with the applicable Accounting Standards.

Further, pursuant to Regulation 34(3) read with Clause 2 of Part A of Schedule V to the SEBI Listing Regulations, the Company confirms that, during the financial year under review, no person or entity belonging to the promoter or promoter group held 10% or more of the paid- up equity share capital of the Company and had entered into any transaction with the Company requiring disclosure under the said provisions.

24. ANNUAL RETURN:

As required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026, is available on the website of the Company i.e. https://electroforceindia.com/.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUT GO:

As required by Section 134 (3) (m) read with the Companies (Accounts) Rules, 2014, your directors report as under:

A. Conservation of Energy

a) Steps taken / impact on conservation of energy, with special reference to the following: Nil

b) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

c) Capital investment on energy conservation equipment: Nil

B. Technology absorption:

a) Efforts, in brief, made towards technology absorption. -the minimum technology required for the business has been absorbed.

b) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.-NIL

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: NIL

1) Details of technology imported.

2) Year of import.

3) Whether the technology been fully absorbed

4) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore.

5) Expenditure incurred on Research and Development: Rs NIL

C. Foreign exchange earnings and Outgo: -

Particulars Current year Previous Year
Foreign Exchange Earnings -

-

Foreign Exchange Outgo (CIF Basis) - -

26. OTHER DISCLOSURES:

The Directors confirm that during the year under review and as on the date of this Report:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company.

e. The Managing Director & Chairman of the Company did not receive any remuneration or commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h. The Company has complied with the provisions relating to the Maternity Benefit Act, 1961.

i. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

j. There was no instance of one-time settlement with any Bank or Financial Institution.

k. There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on the Company.

l. The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year under review, the Company was not required to transfer any funds and equity shares to the investor education and protection fund as per the provisions of Section 125 of the Act.

28. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures pertaining to remuneration and other details are annexed to this Report.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. In terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. The said statement is available for inspection by any Member at the Registered Office of the Company during working hours for a period of twenty-one days before the date of the Annual General Meeting. Any Member interested in obtaining a copy thereof may write to the Company.

29. 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.

30. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined 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 well-defined procedure. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through properly defined framework.

31. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

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

32. 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 co-operation 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 endeavour 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.

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ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.