Kaycee Industries Ltd Directors Report

To,

The Members of Kaycee Industries Limited,

The Board is pleased to present the 83rd Annual Report along with the audited Financial Statements of the Company for the year ended March 31, 2026.

In accordance with Section 134 of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following sections outline our financial performance and other material developments for the period April 1, 2025 to March 31, 2026.

1) Financial Highlights

2) Financial Performance

During the financial year 2025-26, the Company recorded a steady operational performance despite a challenging business environment. Revenue from Operations increased by 12.87% to Rs. 6,005.09 Lakhs as against Rs.5,320.40 Lakhs in the previous financial year, reflecting sustained demand for the Companys products and services. Other Income stood at Rs.68.62 Lakhs compared to Rs.73.74 Lakhs in FY 2024-25. Consequently, Total Revenue increased to Rs. 6073.71 Lakhs from Rs. 5394.15 Lakhs in the previous year.

Total Expenses increased to Rs. 5,389.50 Lakhs from Rs. 4,606.56 Lakhs, primarily on account of higher raw material costs, employee expenses and business expansion activities. As a result, Profit Before Tax stood at Rs. 684.21 Lakhs as compared to Rs. 787.60 Lakhs in the previous year and eventually Net Profit After Tax for FY 2025-26 amounted to Rs.498.15 Lakhs as against Rs.587.69 Lakhs in FY 2024-25

The Companys financial position remained strong during the year under review, with its net worth increasing from Rs.29,033.10 Lakhs as at March 31, 2025 to Rs.33,392.20 Lakhs as at March 31, 2026. Supported by robust cash flows, prudent working capital management and efficient receivables collection, the Company continued to maintain its debt-free status while preserving a strong liquidity position, thereby reinforcing its financial resilience and long-term sustainability.

3) Dividend

At the meeting held on May 19, 2026, the Board, subject to your approval, recommended a Dividend at the rate of 20% (Rs.2.00 per equity share of Rs.10/- each) for the financial year 2025-26 which will result in a dividend pay-out of Rs.63.47 lakh. The Dividend, if approved, would be payable to all eligible shareholders whose names appear on the Register of Members as of the record date, July 31, 2026, in accordance with the timelines prescribed under the Companies Act, 2013.

4) Share Capital and other Related Matters

As of March 31, 2026, the paid-up capital of the Company was Rs. 3.17 crore consisting of 31,73,500 equity shares of face value of Rs.10 fully paid up.

5) Corporate Governance

The Company continues to uphold robust corporate governance standards in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Report is Annexure 7 to this Board Report.

6) Reserves

No amount was transferred to Reserves during the period under review.

7) Liquidity

As at March 31, 2026, your Company had adequate cash and cash equivalents in its books, to effectively take care of all current liabilities.

8) Change in nature of business

During the year there was no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Rotary Switches and other electrical switchgear and allied products for valuable customers.

9) Material Changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the report.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which financial statements relate and the date of this report.

10) Details of the significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the On-going Concern status and Companys Operations in future

No such material orders were made by any Regulator or Court or Tribunal during the year under review impacting the on-going concern status and Companys operations in future.

11) Details in respect of adequacy of internal financial controls with reference to the financial statements.

Your Company has established tight internal financial controls over its financial reporting. These controls are not only periodically reviewed by the Board but are also scrutinized by our auditors. Furthermore, your Company continually seeks to automate these processes to bolster their dependability and timeliness.

12) Details of Subsidiary/Joint Ventures/Associate Companies

On October 17, 2024 your Company acquired a 30% stake, on a fully diluted basis, in Ultrafast Chargers Private Limited (UFC) for a cash consideration of Rs. 8 Crs. Ultrafast Chargers Private Limited, a start-up firm based out of Telangana, is engaged in making High -End DC Fast Charging Station for electric vehicles in India. As the result of acquisition, Ultrafast Chargers Private Limited has become an Associate Entity of Kaycee Industries Limited within the meaning of Regulation 2(1)(b) of SEBI LODR Regulation read with Section 2(6) of the Companies Act, 2013.

In pursuance of the above, your Company has prepared and presented the Consolidated Financial Statement for the year ended March 31, 2026 in terms of Section 129(3) of the Companies Act, 2013.

During the Financial Year under review, the UFC had generated a revenue of Rs. 388.55 Lakhs and incurred a loss of Rs. 210.12 Lakhs. Being an associate Company, the proportionate loss of Rs.57.72 Lakhs from UFC had been recognized in the Consolidated Financials of Kaycee.

Your company does not have any subsidiary or Joint Ventures, and your Company continues to be a subsidiary of M/s Salzer Electronics Ltd, Coimbatore.

13) Deposits

During the Financial year under the review, your Company did not accept any deposits within the meaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no deposits due as at March 31, 2026.

14) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, the shareholders, at the Annual General Meeting held on August 4, 2021, appointed M/s. R Subramanian and Company LLP (FRN: 004137S/ S200041) as Statutory Auditors, to hold office until the conclusion of the 83rd Annual General Meeting (AGM).

Your Board based on the recommendation of Audit Committee and subject to the approval of the Shareholders at 83^rd AGM approved the appointment of M/s. R Subramanian and Company LLP for another term of 5 years from the conclusion of 83rd AGM till the conclusion of 88^th AGM conducted for the FY 2030-31.

The report of the Statutory Auditors on the Companys financial statement is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in the Report.

15) Details in respect of Frauds reported by Auditors under Sub-Section (12) of Section 143 of the Companies Act 2013

There were no instances of fraud reported by the Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143 (12) of the Companies Act, 2013.

16) Cost Audit

In compliance with Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules 2014, your Company has been maintaining requisite cost records covering its production activities. The requirement of Audit of Cost records under Section 148 of the Companies Act 2013 is not applicable for your Company since the turnover is within the prescribed limits.

17) Investments Made By the Company

The Company has adequate measures to review the significant impact by way of any increase/ decrease of the fair value of the investments being dealt with in the financial statements of the Company. During the reporting period, there was no significant variance in the fair value of the Investments.

18) Extract of the Annual Return

The extract of the annual return in Form No. MGT - 7 forms part of the Boards report is available on the Website of the Company, www.kayceeindustries.com in compliance with Rule 12(1) of the Companies (Management and Administration) Rules, 2014.

The Company dedicated its entire annual CSR budget to initiatives aimed at promoting education and improving sanitation in rural schools located in the villages of Lavhale and Bhilvale in Maharashtra. The CSR Policy of the Company is posted on the Companys website www.kayceeindustries.com . A report in the prescribed format detailing the CSR expenditure for the Financial Year 2025-26 is attached hereto as Annexure - 5 and forms a part of this report.

Mr.Jitendra Kantilal Vakharia (DIN:00047777) who retires by rotation in the ensuing 83^rd Annual General Meeting, offers himself to get re-appointed in pursuance of Section 152 of the Companies Act 2013.

c) Committees of the Board

The Company has the following committees to discharge the functions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The details of programs for familiarization of Independent Directors with the Company are available on the website of the Company.

d) Changes in Key Managerial Personnel

Pursuant to appointment of Mr. Raman Krishnamoorthy as Whole Time Director as described above, his existing role as Manager and Chief Operating Officer ceased with effect from closing hours of August 01, 2025.

As on the date of report, Since Mr. Raman Krishnamoorthy has become a Non- Executive Director effective April 01,2026, Mr. Pravin D Zagade was appointed as Chief Operating Officer and Manager with effect from April 01,2026 in compliance with Section 203 of the Companies Act 2013.

e) Declaration by the Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The Board has optimum composition of the Independent and Non Independent Directors. As per the requirements of the Companies Act, 2013, all the Independent Directors of the Company have registered themselves in the Independent Directors Data Bank and are exempted from undertaking online self-assessment test.

23) Meetings of the Board and its Committee

The Company held 4 Board meetings during the Financial Year. The details in respect of the Meeting of the Board of Directors, Audit Committee and all other sub Committee are given in the Corporate Governance Report.

24) Policy on the Directors Appointment, Remuneration and Evaluation

The Company adheres to its Policy for Nomination and Remuneration in accordance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and complies with the criteria for directors appointment and remuneration as stipulated under Section 178(3) of the Companies Act, 2013, which is available on the companys website.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Board of Directors carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to Section 149 of the Companies Act 2013 read along with relevant SEBI circular and the performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of his role.

25) Disclosure under section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Information regarding the same is also provided in the Corporate Governance Report forming part of the Directors Report.

26) Listing Regulations

Your Company has duly complied with various Regulations as prescribed under SEBI (Listing obligations and Disclosures) Regulations 2015 to the extent of its application except for one instances of late filing as mentioned in point no.34.

27) Listing

The Shares of the Company are listed on the Bombay Stock Exchange (BSE) at Mumbai. The Company has paid the Listing fees for the year 2025-26 to the Bombay Stock Exchange (BSE).

28) Depository Services

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form with either of the Depositories. The Company had been allotted new ISIN No. INE813G01023 pursuant to Split in the face value of shares in 2024.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

29) Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR), includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website.

30) Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors make the following statements:

• That in the preparation of the annual financial statements for the year ended March 31,2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• That such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the company for that period;

• That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• That the annual financial statements have been prepared on a going concern basis;

• That proper internal financial controls are being followed by the company and that such internal financial controls are adequate and are operating effectively.

• That systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

31) Particulars of Contracts or Arrangements made with Related Parties

The Contracts or Arrangements with related parties are undertaken at arms length and in the ordinary course of business. These are detailed in note 31 to Accounts of the Standalone Financial Statements for the year ended 31st March, 2026. Refer Annexure 2 in Form AOC-2 showing the details of the Related Party Transactions during the year in pursuance of Clause (h) of Sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

32) Particulars of Loans given, Investments made, Guarantees given and Securities provided under section 186 of the Companies Act, 2013

The Company did not give any loans or advances, provided securities or made investments to other bodies corporate during the year.

33) Particulars of Employees and Related Disclosures

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure 3 to this Report.

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 10,200,000/- or more per annum, if employed throughout the year, or Rs. 8,50,000/ - or more per month, in case employed for part of the year.

34) Secretarial Audit Report

The Board appointed M/s. Aashit Doshi & Associates, Practicing Company Secretaries, Mumbai to conduct Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended March 31, 2026 is annexed hereto marked as Annexure 6 to this Report.

The Secretarial Auditor had confirmed that the Company has complied with all applicable provisions of the Companies Act, 2013, along with relevant Rules, Regulations, Guidelines, and Standards during the audit period, except for the following one instance:

1. Company had not submitted secretarial compliance report within prescribed time. The BSE levied penalty which was paid by the Company.

Boards comments: The above mentioned late filing was due to an inadvertent delay leading to the payment of penal fees. Your Board has assured that adequate checks and balances have now been kept in place to prevent the recurrence of such lapses.

35) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend had not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the Financial Year 2025-26, the Company has transferred the unclaimed and unpaid dividends of Rs. 46,570/- declared for the Financial year 2017-18. Further, 1080 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

As on 31^st March 2026, 1,43,820 equity shares of Rs. 10/- each were in the credit of the Demat Account of the IEPF Authority.

The Nodal officer of the Company is Mr. Sanjay Prasath N (Mail id- cs@kayceeindustries.com ).