LEEL Electricals Ltd Directors Report

To,

The Members,

LEEL Electricals Limited

Your Directors are pleased to present you the Directors Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31 st, 2025.

?‚? STATE OF COMPANY AFFAIRS:

The Corporate Insolvency Resolution Process ("CIRP") was initiated, on a petition filed by MKM Technologies Private Limited (the Operational Creditor) under Section 9 of the Insolvency and Bankruptcy Code 2016 ("IBC 2016"), against the Company, being admitted vide an order of Honble National Company Law Tribunal ("NCLT"), Allahabad Bench dated March 04, 2020. Further, pursuant to the said Order passed by the Honble NCLT, Allahabad, Mr. Arvind Mittal bearing Registration No. IBBI/PA-001/IP-P01358/2018 was appointed as the Interim Resolution Professional (IRP) from the date of the Order and the powers of the Board of Directors stood suspended, during the pendency of the proceedings and were exercised by Mr. Arvind Mittal till he continued to be the Interim Resolution Professional. Thereafter, Mr. Ganga Ram Agarwal bearing Registration No. IBBI/IPA- 002/IP-N00874/2019-2020/12777 was appointed on the said position and he, in his capacity as RP, took control and custody of the management and operations of the Company.

Upon the failure to achieve a Resolution Plan, the Liquidation proceedings were initiated against the Company by an Order dated 06.12.2021 of Honble NCLT in CP (IB)/189/ALD/2019 and the RP was confirmed as liquidator of the Company.

After following due process of law as prescribed under the IBC and the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016 ("Liquidation Regulation"), the Company was successfully sold as a going concern under Liquidation to the Successful Bidder ("Krishna Ventures Limited"/"KVL"/"Acquirer"). The Honble NCLT by its order dated 21.03.2024 inter-alia approved the directions for implementing sale of the Company as a going concern to a Successful Auction Purchaser i.e. Krishna Ventures Limited (KVL/Acquirer). For which, the Liquidator issued the Sale Certificate dated 12.06.2024 for sale of the Company as going concern pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (Code).

The last couple of years were adversely affected due to the reason being that your Company underwent Corporate Insolvency Process [CIRP] under Insolvency and Bankruptcy Code, 2016, leading to extreme financial crunch and disruption in operations and various other consequences beyond the control of your directors.

During the period under review, for the purpose of getting the Company on track post its acquisition under liquidation:

?‚? The whole management of your Company has been changed. The Directors and Key Managerial Personnel as existing on March 31st, 2024, have ceased to act as such and accordingly, the new management has been inducted on the Board of Directors with effect from July 01st, 2024.The changes so made in the management of your Company have been duly intimated to the Stock Exchanges, where the securities of the Company are listed [i.e., National Stock Exchange (NSE) and Bombay Stock Exchange (BSE)], and necessary disseminations have been made on the website of the Company as well as of the concerned Stock Exchanges.

?‚? The Capital has been restructured in the manner explained in this report below, under the head "Capital Structure".

Further, your company is dedicated to its goals and is prepared to initiate development efforts to drive growth and advance our agenda.

The details of the Companys affairs including its operations are specifically given in the Management Discussion and Analysis Report, which is annexed to this report as Annexure I , which forms part of the Annual Report.

The Reconstituted Board of Directors presents to the Members the 38 th Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31st, 2025. Members are requested to read this report in light of the fact that the reconstituted Board and the new Management, inter alia, are in the process of implementing the NCLT orders.

That the Reconstituted Board of Directors is submitting this report in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder ("Act"), and the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"). The Reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the reconstitution of the Board/Acquisition.

?‚? FINANCIAL HIGHLIGHTS:

(Rs.in Crores)

Particulars	For the Year ended March 31 st, 2025	For the Year ended March 31 st, 2024
Revenue from Operations	0.01	6.36
Other Income	0.02	0.64
Total Income	0.03	7.00
Less: Expenses	0.90	65.09
Profit/ (Loss) before Exceptional items	(0.87)	(58.09)
Exceptional Item	1,666.00	-
Exceptional Item	(1,666.00)	-
Profit/ (Loss) Before Tax	(0.87)	(58.09)
Less: Tax Expenses Current Tax	-	-

Deferred Tax
Profit/ (Loss) for the period	(0.87)	(58.09)

?‚? COMPANYS PERFORMANCE AND REVIEW

The last couple of years were adversely affected due to extreme financial crunch and various reasons beyond the control of the Management and your Company had under gone CIRP process. Your company went into liquidation and has been taken over by Krishna Ventures Limited [KVL" or Acquirer].

The total revenue (net) of the Company for the year ended March 31 st, 2025 stood at Rs.0.01 Crores. During the year, the Company has incurred losses of Rs.0.87 Crores. The CIRP process, shortage of funds and financial crisis has affected the working of Company.

?‚? DIVIDEND:

In view of accumulated losses and that the Company underwent CIRP process, your Directors do not recommend any dividend for the Financial Year 2024-2025 . The details of the reserves and surplus are provided in the notes to the Audited Financial Statement.

?‚? TRASNFER TO RESERVES:

During the year under review, no amount was transferred to reserves .

?‚? GENERAL INFORMATION:

The general overview of the industry and significant changes therein, are specifically given in the Management Discussion and Analysis Report, which is annexed to this Report as Annexure I and which forms part of the Annual Report.

?‚? CHANGE IN THE NATURE OF BUSINESS:

During the year under review, LEEL Electricals Limited was acquired by our Company as a going concern, together with its established product lines, technical capabilities, and operational infrastructure. The acquisition has enabled seamless continuity of business operations and has significantly strengthened our Companys portfolio in the electrical appliances and HVAC solutions segment.

The Board confirms that there has been no change in the nature of business of the Company pursuant to the acquisition. LEEL Electricals Limited continues to operate in the manufacturing, marketing, and servicing of air-conditioning equipment, HVAC systems, and other related electrical products.

The Companys unwavering commitment to quality, innovation, and customer satisfaction remains reflected across its product offerings, which continue to enjoy strong market goodwill. The legacy strengths of LEEL?€”its engineering expertise, product reliability, and long-standing customer trust?€”continue to support and enhance the Companys market presence.

?‚? MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Honble National Company Tribunal [NCLT], Allahabad Bench, vide its order dated March 04 th, 2020, admitted an application, under Insolvency and Bankruptcy Code, 2016, for initiation of Corporate Insolvency Resolution Process [CIRP] against your Company. Further, the Honble NCLT vide its order dated 06.12.2021 initiated the liquidation proceedings against the Company. Further, the Honble NCLT by its order dated March 21, 2024 inter-alia approved the directions for implementing sale of the Company as a going concern to a Successful Auction Purchaser i.e. Krishna Ventures Limited (KVL/Acquirer).

That during the period under review, the Honble NCLT passed an order dated October 23, 2024, permitting the Company to make capital restructuring as may be necessary for the purpose of its listing before NSE & BSE.

?‚? CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Corporate Insolvency Resolution Process [CIRP] under Insolvency and Bankruptcy Code, 2016, was initiated against your Company, vide NCLT Order dated March 04 th, 2020. Further, the Honble NCLT vide its order dated December 06th, 2021, initiated the liquidation proceedings against the Company. Thereafter, the Honble NCLT by its order dated March 21st, 2024, inter-alia approved the directions for implementing sale of the Company as a going concern to a Successful Auction Purchaser i.e. Krishna Ventures Limited (KVL/Acquirer). For which, the Liquidator issued the Sale Certificate dated June 12th, 2024, for sale of the Company as going concern pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (Code).

Moreover, it shall be noted that during the year under review, the Honble NCLT passed an order dated October 23 rd, 2024, permitting the Company to restructure its capital, as may be necessary, in compliance with the provisions of Rule 19A of the Securities Contract (Regulation) Rules, 1957, for the purpose of its listing before NSE & BSE.

?‚? CAPITAL STRUCTURE:

Post the Companys Acquisition under Liquidation, the Company restructured its Capital pursuant to which its Equity Share Capital stands at Rs.10,80,30,110 consisting of 1,08,03,011 equity shares of Rs.10 each.

As part of the Capital restructuring, the Company has:

?‚? Extinguished the entire Equity Share Capital of the Company held by Erstwhile Promoters;

?‚? Reduced/Cancelled the Equity Share Capital of the Company held by the Eligible Public Shareholders as on Record date, being fixed to be November 22nd, 2024, for the purpose, in a manner that 5,43,011 Equity Shares were proportionately allotted in a ratio of 1:43 [i.e., 1 share for every 43 shares held], in the Meeting of Board of Directors (08/2024-25) dated March 7th, 2025, so as to satisfy the requirements of Rule 19A of Securities Contracts [Regulation] Rules, 1957, in line with the Honble National Company Law Tribunal, Allahabad Bench Orders dated March 21st,2024 and October 23rd, 2024, in the matter of CIRP of the Company; and

?‚? Issued and allotted 1,02,60,000 equity shares of the Company at an issue price of Rs.10 each to the below mentioned Allottees on a preferential basis, on July 26th, 2025:

S.no.	Name of the Allottees	No. of Shares
1.	Vikas Jindal	50,000.00
2.	Atul Kumar Mangal	50,000.00
3.	P Anitha	60,000.00
4.	Sandeep Bhandari	60,000.00
5.	Bosco Armando Menezes	1,00,000.00
6.	Emily Bosco Menezes	1,00,000.00
7.	Rajesh Joseph	50,000.00
8.	Vivek Kanda	40,000.00
9.	Ashish Chugh	40,000.00
10.	Chhatisgarh Investments Limited	2,60,000.00
11.	Anant Sarda	2,00,000.00
12.	Kamal Kishore Sarda	1,00,000.00
13.	Pankaj Sarda	1,00,000.00
14.	Santhana Rajgopalan Nandkumar	2,50,000.00
15.	Imediablitz Solutions LLP	1,00,000.00
16.	Prerak Bhatia	50,000.00
17.	Ankur Gulati	1,50,000.00
18.	Aamara Ventures LLP	90,000.00
19.	Pitam Goel	2,00,000.00
20.	Tushar Aggarwal	2,00,000.00
21.	MSB E Trade Securities Limited	70,000.00

22.	Dr. Parveen Aneja (HUF)	30,000.00
23.	Priyanka Himanshu Jain	1,00,000.00
24.	Kartik Bathla	10,000.00
25.	Divyansh Rungta	20,000.00
26.	Vandana Sachdeva	10,000.00
27.	Jaswant Kaur	25,000.00
28.	Prakhar Pandey	31,250.00
29.	Abhishek Singhvi	1,10,450.00
30.	Kavita Anil Munot	45,000.00
31.	Bhavik Vishanraj Mehta	15,000.00
32.	Rahul Agrawal	40,000.00
33.	Deepak Shivdhani Mishra	16,650.00
34.	Shakuntala Nagori	16,650.00
35.	Neeraj Gupta	20,80,000.00
36.	Freshplate Agro Foods Pvt Ltd	16,20,000.00
37.	Ashva Energy Private Limited	16,20,000.00
38.	Krishna Ventures Limited	21,00,000.00
39.	Durgesh Kumar	50,000.00

For your understanding, below chart has been attached summarizing the Capital Restructuring of the Company and giving a clear view on Pre-Restructuring and Post- Restructuring Capital of the Company:

S.no. Category of Shareholders	No. of shares held [Pre Capital Restructuring ]	No. of Shares held [Post Capital Restructurin g]	Voting Share (%) held [Pre Capital Restructuring ]	Voting Share (%) held [Post Capital Restructuring ]
1. Erstwhile Promoters	1,69,82,801	NIL	42.11%	NIL
2. Eligible Public shareholders as on Record Date	2,33,49,459	5,43,011	57.89%	5.03 %
3. Acquirer [and its group] \u2013 Promoters	NIL	74,70,000	NIL	69.14%
4. Other Public Shareholders	NIL	27,90,000	NIL	25.83%
TOTAL	4,03,32,260	1,08,03,011	100%	100%

?‚? ISSUE OF SHARES:

During the period under review, your Directors issued and allotted equity shares of the Company as part of Capital Restructuring.

Details of the issues are as follows:

Particulars	I	II
Date of Issue & Allotment	March 07 th, 2025	July 26 th, 2025
Method of Allotment	Under Scheme (IBC)	Under Scheme (IBC)
Issue Price	Rs.10/- per share	Rs.10/- per share
Number of shares allotted	5,43,011 equity shares	1,02,60,000 equity shares
Number of shares allotted to the Promoter Group	Nil	74,70,000 equity shares

*Please refer the head titled "Capital Structure" above for clarity.

?‚? LISTING OF SHARES:

The Equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) with ISIN ?€“ INE245C01019. The equity shares allotted by your Board of Directors as a part of Capital Restructuring in pursuance of Honble NCLT orders dated Orders dated 21.03.2024 and 23.10.2024, are pending listing approval.

Furthermore, as mentioned in this Annual Report above, the Corporate Actions are in process. That due to Suspension of trading, the Company is unable to pay the listing fees for the financial year 2024-25, to the respective Stock Exchanges.

?‚? MATERIAL CHANGES, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

The details of the material changes and commitments affecting the financial position of the Company are incorporated in the Audited Financial Statements for FY 2024?€“25.

Your Company was admitted into the Corporate Insolvency Resolution Process ("CIRP") under the provisions of the IBC by the Honble NCLT, Allahabad Bench, vide order dated March 04 th, 2020. Subsequently, the Honble National Company Law Tribunal ("NCLT") passed an order dated December 06th, 2021, directing liquidation of the Company.

In the course of liquidation, the Liquidator conducted an e-auction for the sale of the Company as a going concern. Krishna Ventures Limited ("KVL") was declared the Successful Bidder for the acquisition of LEEL Electricals Limited as a going concern. The Honble NCLT, Allahabad Bench, vide order dated March 21 st, 2024, approved the necessary directions and approvals to effectuate the transfer of the Corporate Debtor.

Pursuant to the said NCLT order, the Corporate Debtor stands revived on a "clean slate" basis, whereby all claims, liabilities, demands, and proceedings against the Corporate

Debtor that have been settled shall stand extinguished, and no person shall be entitled to initiate or continue any action in respect thereof.

Following the NCLT order becoming effective, the Board of Directors has been reconstituted, and the new management has commenced actions to restore statutory compliances and align operations to ensure the Companys continued active status with the Ministry of Corporate Affairs (MCA).

A summary of the key actions being taken as part of implementation of the Honble NCLT Orders is provided below for ready reference:

?‚? Cessation of Erstwhile Board of Directors: During the period under review, and in order to streamline operations and place the Company back on track following its acquisition under liquidation, a comprehensive change in the management structure was undertaken pursuant to Honble NCLT, Allahabad Bench order dated March 21st, 2024, as a part of which all the Directors and Key Managerial Personnel who were in office as on March 31, 2024, ceased to hold their respective positions. Respective Intimations in this regard were duly submitted to the concerned Stock Exchanges.

?‚? Reconstitution of the Board of Directors: Following the sale of Company as a going concern under Liquidation, the new management has been inducted on the Board of Directors of the Company w.e.f. 01.07.2024. Thereafter, Mr. Mahesh Chandra Sharma [DIN: 09088347] and Ms. Namrata Sharma [DIN: 10204473] have been appointed on the Board of Directors w.e.f. 15.07.2024, in line with the relevant provisions of applicable laws.

Hence, the Board of Directors of the Company was reconstituted by the Liquidator in accordance with the Honble NCLT Order, as follows:

S.no .	Name of the Director	Category	DIN	Date of Appointment
1.	Mr. Neeraj Gupta	Executive Director	07176093	01.07.2024
2.	Mr. Ankit Sharma	Executive Director	10683905	01.07.2024
3.	Mr. Durgesh Kumar	Non- Executive Non-Independent Director	10686556	01.07.2024
4.	Mr. Mahesh Chandra Sharma	Non-Executive Independent Director	09088347	15.07.2024
5.	Ms. Namrata Sharma	Non-Executive Independent Director	10204473	15.07.2024

?‚? Capital Restructuring: Post the Companys Acquisition under Liquidation, the Company restructured its Capital pursuant to which its Equity Share Capital stands at Rs.10,80,30,110 consisting of 1,08,03,011 equity shares of Rs.10 each.

As part of the Capital restructuring, the Company has:

?‚? Extinguished the entire Equity Share Capital of the Company held by Erstwhile Promoters;

?‚? Reduced/Cancelled the Equity Share Capital of the Company held by the Eligible Public Shareholders as on Record date, being fixed to be November 22nd, 2024, for the purpose, in a manner that 5,43,011 Equity Shares were proportionately allotted in a ratio of 1:43 [i.e., 1 share for every 43 shares held], in the Meeting of Board of Directors (08/2024-25) dated March 7th, 2025, so as to satisfy the requirements of Rule 19A of Securities Contracts [Regulation] Rules, 1957, in line with the Honble National Company Law Tribunal, Allahabad Bench Orders dated March 21st,2024 and October 23rd, 2024, in the matter of CIRP of the Company; and

?‚? Issued and allotted 1,02,60,000 equity shares of the Company at an issue price of Rs.10 each to the Allottees, as mentioned under the head titled "Capital Structure" above, on a preferential basis, on July 26th, 2025.

?‚? INVESTOR EDUCATION AND PROTECTION FUND [IEPF]:

That your Company underwent Resolution Process under Insolvency and Bankruptcy Code, 2016, and during the said period (i.e., from March 04th, 2020 to July 1st, 2024), the management of the affairs of the Company vested with and was carried out by the Resolution Professional/Liquidator in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

That the reconstituted Board of Directors is equipped with no information in this regard as no data in this regard has been received

?‚? DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following the sale of Company as a going concern under Liquidation, the new management has been inducted on the Board of Directors of the Company w.e.f. 01.07.2024, consequent to which and pursuant to provisions of Insolvency and Bankruptcy Code, 2016, the directorship of the erstwhile management prior to commencement of liquidation, ceased effective the even date. Thereafter, Mr. Mahesh Chandra Sharma [DIN: 09088347] and Ms. Namrata Sharma [DIN: 10204473] have been appointed on the Board of Directors

w.e.f. 15.07.2024, in line with the relevant provisions of applicable laws. It is pertinent to be mentioned that both the Independent Directors have:

?‚? Given the necessary declaration with respect to independence; and

?‚? Complied with the Code for Independent Directors as specified in Schedule IV to the Companies Act, 2013.

Accordingly, as on March 31, 2025, the Board of Directors consisted of the following Directors:

S.no .	Name of the Director	Category	DIN	Date of Appointment
6.	Mr. Neeraj Gupta	Executive Director	07176093	01.07.2024
7.	Mr. Ankit Sharma	Executive Director	10683905	01.07.2024
8.	Mr. Durgesh Kumar	Non- Executive Non-Independent Director	10686556	01.07.2024
9.	Mr. Mahesh Chandra Sharma	Non-Executive Independent Director	09088347	15.07.2024
10	Ms. Namrata Sharma	Non-Executive Independent Director	10204473	15.07.2024

Further, in pursuance of the requirements of applicable laws, following appointments have been made w.e.f. 27.09.2024, for the purpose of filling the vacancy in the office of Key Managerial Personnel[s].

?‚? Mr. Neeraj Gupta [DIN:07176093] ?€“ Managing Director;

?‚? Mr. Ankit Sharma ?€“ Chief Financial Officer; and

?‚? Ms. Komal Phulwani ?€“ Company Secretary & Compliance Officer

The appointment of the new Directors on the Board is being placed before the Members for their approval at the 38th Annual General Meeting of the Company scheduled to be held on Monday, 29 th of December 2025, for the financial year ended March 31, 2025.

Furthermore, the requisite intimations have been duly made to the Stock Exchanges, where the securities of the Company are listed, for the said appointment of new management on the Board and KMPs. The details of the same shall be uploaded on the website of the Company and stock exchanges as well for the kind information of members.

At this 38 th Annual General Meeting, Mr. Durgesh Kumar, the Non-Executive Non- Independent Director of the Company is retiring by rotation, who being eligible has offered himself for re-appointment.

That here it is pertinent for you to note that since the end of Financial Year 2024-25, below changes have occurred in respect of Board of Directors and the Key Managerial Personnel:

?‚? Ms. Komal Phulwani, the Company Secretary & Compliance Officer as mentioned in this report above, resigned from the said position w.e.f. April 15th, 2025 citing personal reasons. Ms. Nishi Talwar has been appointed as Company Secretary & Compliance Officer w.e.f. December 04th 2025.

?‚? Mr. Ankit Sharma, Executive Director and Chief Financial Officer as mentioned in this report above, resigned from the said position w.e.f. April 22nd, 2025 citing personal reasons;

?‚? Mr. Bhoopendra Gaur has been appointed as an Additional Executive Director and Chief Financial Officer of the Company w.e.f. May 10th, 2025; and

?‚? Mr. Kanwar Nitin Singh has been appointed as an Additional (Independent) Director of the Company w.e.f. September 10th, 2025. He is a qualified professional with academic credentials in Commerce (B.Com), Law (LL.B), Company Secretary-ship (CS)

and Management (MBA). He brings with him over 13 years of rich experience in the fields of corporate laws, securities laws, and legal matters. He possesses specialized expertise in Listing Agreements, company law compliances, and diverse legal matters

?‚? MEETINGS OF BOARD:

During the period under review:

S.no.	Date of Meeting	Total no. of Directors associated as on the date of meeting	Attendance
			No. of Directors attended	% of attendance
1.	26.07.2024	5	5	100
2.	27.09.2024	5	5	100
3.	06.11.2024	5	5	100
4.	12.11.2024	5	5	100
5.	24.12.2024	5	5	100
6.	03.01.2025	5	5	100
7.	07.01.2025	5	5	100
8.	07.03.2025	5	5	100

?‚? COMMITTEES OF THE BOARD:

Consequent to the Change in management of the Company the Board Committees have been duly constituted by the Board of Directors, keeping the relevant provisions of Companies Act, 2013, and Securities exchange Board of India [Listing Obligations and disclosure Requirements] Regulations, 2015, or other applicable laws, if any, in mind. As on March 31 st, 2025, the Company has three Committees the composition of which is detailed in the Corporate Governance Report as Annexure V , which forms part of this Annual Report.

?‚? BOARD EVALUATION:

The Board of Directors have carried out evaluation of the performance of the Board, its committees [Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee] and of all the individual Directors [including independent directors] of the Company. The Board has created a questionnaire to assess the performance of Executive, Non-Executive, and Independent Directors. The questions are tailored to reflect the Companys business and the Boards expectations for each Director. The evaluation framework focuses on the following key areas:

?‚? Attendance at Board and Committee meetings;

?‚? The quality of contributions to Board discussions;

?‚? Strategic input on the Companys growth and performance outlook;

?‚? Offering insights and feedback beyond the information provided by management; and

?‚? The ability to contribute to and oversee corporate governance practices.

The Directors expressed their satisfaction to the outcome of the aforesaid assessment and evaluations and comprehended that:

" With reference to Contribution to the Corporate Governance Practices, all the independent directors of the Company are in line with the overall evaluation criteria and in compliance with the said provisions."

Hence, the Directors consented for continuation of present term of appointment of each of the Independent Directors.

?‚? BOARD DIVERSITY:

Your Company firmly believes that the Board diversity enhances governance quality and contributes meaningfully to sustainable growth. In furtherance of this belief, the Board has adopted a comprehensive Board Diversity Policy, detailing its commitment and approach to maintaining a diverse and balanced Board. The Policy shall be available on the Companys website.

?‚? SUCCESSION PLANNING:

Your Company has put in place a comprehensive succession planning mechanism designed to facilitate smooth and structured transitions across the Board, Key Managerial Personnel, and Senior Management. The Nomination and Remuneration Committee (NRC), working in alignment with the Board, is responsible for the implementation and ongoing review of this process.

?‚? FAMILIARISATION PROGRAMME:

The Company endeavours to ensure that the Board, including its Independent Directors, remains well-informed about developments relevant to the industry and regulatory environment in which the Company operates. At the time of their appointment, Independent Directors are issued a formal letter of appointment outlining their roles, responsibilities, and the terms and conditions governing their engagement. Sessions are conducted in the meetings of the Board and its various Committees on the relevant subjects such as strategy, Companys performance, financial performance, internal financial controls, risk management, plants performance, retail, products, finance, human resource, capital expenditure, CSR, statutory and regulatory Compliances etc. All efforts are made to keep the Independent Directors aware of major developments being taken place in the

industry, the Companys business model and relevant changes in the law governing the Companys business.

As part of the on-boarding and familiarization process during the year, Independent Directors were provided with detailed insights into, inter alia, the following areas:

?‚? Key business operations, strategic priorities, and financial highlights

?‚? Organisational structure and governance framework

?‚? The Companys risk management architecture and mitigation processes

?‚? The internal assurance framework and compliance environment

The details of the familiarization programmes during FY 2024-25 shall be uploaded on the Companys website.

?‚? REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, and relevant provisions of Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, and other applicable laws, if any, and on recommendation of the Nomination and Remuneration Committee, your Directors have adopted a Policy on Directors Appointment and Remuneration and the Criteria for determining qualifications, positive attributes and independence of a Director, the salient features of which are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Approval for remuneration as per the limits prescribed under provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been sought in the present AGM.

Disclosures regarding ratio of remuneration of each Directors to the employees median remuneration, for the year, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including percentage increase, if any, in the remuneration of each Director as well as in employees median remuneration, in the year, indicating the designation of employee; nature of employment; qualifications and experience of employee; date of commencement of employment; and others as required under applicable law, has been annexed to this report as Annexure IV .

Further, the disclosures with respect to:

?‚? Permanent employees on the rolls of the Company;

?‚? Top ten employees in terms of remuneration drawn;

?‚? The employees, being employed throughout or for a part of the year, and in receipt of remuneration exceeding the mentioned limit or in excess of that drawn by MD or WTD or Manager [subject to the conditions as mentioned in relevant law];

required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the said information which will be made available for inspection by the shareholders at the Registered Office of the company during business hours on any working days of the Company up to the date of the ensuing Annual General Meeting. If any shareholder is interested in inspecting the same, such shareholders may write to the Company in advance.

?‚? DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 hereby state that:

?‚? in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

?‚? Your Directors have selected such accounting policies and applied them 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 at the end of the financial year 2024- 25 [i.e., March 31st, 2025] and of the loss of the company for such period;

?‚? Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

?‚? Your Directors have prepared the annual accounts on a going concern basis;

?‚? Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

?‚? Your Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

?‚? INTERNAL FINANCIAL CONTROLS:

Your Company has a robust Internal Control System that is appropriate for the size, scale, and complexity of its operations, supported by well-documented procedures for various processes. These procedures are regularly reviewed and updated to align with evolving business needs.

The Audit Committee assesses the effectiveness and adequacy of the Companys financial control system, ensuring compliance with operating systems, accounting procedures, and policies across all locations. The Committee is committed to maintaining high standards in Internal Financial Controls. This internal control system ensures compliance with Section 138 of the Act and the relevant provisions of Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015.

Throughout the year, no significant weaknesses in operations were identified. Ongoing audits and reviews ensure that these control systems continue to be strengthened.

?‚? CYBER SECURITY:

The Company remains vigilant to the increasing prevalence of cyber risks. During the period under review, no cybersecurity events or data breaches were experienced.

?‚? HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2025, the Company does not have any Subsidiary, Associate or Joint Venture Company . Hence, preparation of consolidated financial statements and statements containing salient features of the Subsidiary/ Associate or Joint Ventures companies in Form AOC-2 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

?‚? PUBLIC DEPOSITS:

During the year under review, no public deposits have been accepted by the Company.

?‚? PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Particulars of loans given, Investment made, Guarantees and Securities provided, are disclosed in the Audited Financial Statement for FY 2024-25, which forms part of this Annual Report.

?‚? PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the RPTs were placed before the Audit Committee for its approval and the Committee had granted its prior approval/omnibus approvals, as the case may be, for all related party transactions considering their nature. No material transactions, contracts or arrangements as defined under the SEBI (Listing Obligations and Disclosure Requirements), Regulations

2015 or which were above the threshold limits mentioned under Rule 15 of the Companies (Meetings of Board & its Powers) Rules, 2014 were entered with the related parties by the Company.

?‚? ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the Section 177 of the Companies Act, 2013, and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy. This policy allows Directors and Employees to report genuine concerns regarding unethical behaviour, suspected fraud, or violations of the Companys Code of Conduct.

The mechanism ensures adequate protection against victimization for any Director(s) or Employee(s) using it. In exceptional cases, they can directly approach the Chairman of the Audit Committee. Additionally, no personnel have been denied access to the Chairman of the Audit Committee, as applicable. Further details about the Vigil Mechanism/Whistle Blower Policy are provided in the Corporate Governance Report and are available on the Companys website at

No complaints were received through the whistle blower mechanism during the year under review.

?‚? STATUTORY AUDITORS:

In terms of Section 139 of the Companies Act, 2013, the members as recommended by the Board of Directors of the Company, duly approved the appointment of M/s. Vivek Mittal & Associates (Firm Registration No. 005847C) as the Statutory Auditors of the Company for a term of 5 years commencing from the conclusion of said AGM till the conclusion of the AGM to be held for the Financial Year 2028-29, subject to approval of the shareholders at the ensuing AGM. There are no observations made by the Statutory Auditors in their Report which requires your directors response except as under:-

" Details of MSME suppliers /vendors are not available, hence we are not able to comment whether they have been paid in time or not?"

In response to the above observation, please note that since the Company has been acquired vide the orders of Honble National Company Law Tribunal, Allahabad Bench, under the Insolvency and Bankruptcy Code, 2016, the new management is equipped with no information in this regard.

?‚? SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, and relevant

provisions of Securities Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, and other applicable laws, if any, the Board of Directors of the Company, at their meeting dated May 10 th, 2025, has duly appointed M/s G Aakash & Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2024-25. The Report of the Secretarial Auditor for F.Y. 2024-25 is appended to this Report as ( Annexure II ) which forms part of this Annual Report. There are no observations made by the Secretarial Auditors in their Report which requires your directors response.

?‚? INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors of the Company, at their meeting dated May 10 th, 2025, has duly appointed Mr. Deepak Ingle as Internal Auditors of the company for the Financial Year 2024-25.

Mr. Deepak Ingle is duly qualified and eligible for appointment as an Internal Auditor. He possesses the requisite professional qualifications and has relevant experience in the field of internal audit, risk management, and internal controls. His appointment is expected to strengthen the Companys internal audit function and contribute to enhanced governance and compliance practices.

?‚? FRAUDS REPORTED BY THE AUDITOR:

During the period under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

?‚? MAINTENANCE OF COST RECORDS

From the reading of the relevant provisions of Companies (Cost Records and Audit) Rules, 2014 and Companies Act, 2013 regarding maintenance of cost records, your Directors are of the view that such requirement is not applicable to the Company.

?‚? CORPORATE SOCIAL RESPONSIBILITY [CSR]

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

?‚? COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company has complied with all the applicable provisions of the same during the year under review.

?‚? ANNUAL RETURN:

Pursuant to the provisions of section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the Financial Year 2024-25 ended March 31 st, 2025, shall be placed on the website of the Company at

?‚? CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy and technology absorption as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure III to this report.

?‚? COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:

During the period under review, the Company had no material exposure to commodity price movements or foreign exchange risks. In the absence of such exposures, the Company has not engaged in any hedging activities. Consequently, the disclosure requirements specified under SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018, are not applicable.

?‚? COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Board wishes to inform that the Company has adhered to the provisions of the Maternity Benefit Act, 1961, insofar as they were applicable during the financial year. Given that the Company employed fewer than ten individuals during the year, certain statutory requirements under the Act did not apply. Despite this, the Company remains fully committed to promoting employee welfare and sustaining a safe, inclusive, and compliant workplace. The Company shall continue to meet all statutory obligations as and when they become applicable.

?‚? DISCLOSURES PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

The Company upholds a zero-tolerance policy towards sexual harassment in the workplace and has implemented a policy that fully adheres to the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, along with it associated rules. This policy covers all women employees, whether permanent, temporary, or contractual. It is communicated to all employees within the organization and shall be made available for public access on the Companys website at

?‚? RISK MANAGEMENT:

The Company has formulated and implemented a Risk Management policy in accordance with the provisions of the Act in order to address the business risks associated with the Company. The Company periodically reviews the risk management practices and actions deployed by the management with respect to the identification, impact assessment, monitoring, and mitigation and reporting of key risks while trying to achieve it business objectives.

Your Directors have identified the following various potential risk factors that could impact the operations, financial performance, and overall growth of the company; and may threaten the existence of the Company:

?‚? Industry and Market Risks:

?‚? Fluctuations in demand for electrical products due to economic downturns or changes in industry trends.

?‚? Intense competition in the electrical manufacturing sector, which may impact pricing and market share.

?‚? Operational Risks:

?‚? Dependency on key suppliers for raw materials, which may cause disruptions in the supply chain.

?‚? Risk of equipment breakdown or other operational inefficiencies affecting production timelines.

?‚? Financial Risks:

?‚? Exposure to foreign exchange rate fluctuations, given the companys dealings with international clients or suppliers.

?‚? Potential challenges in maintaining adequate working capital and managing liabilities effectively.

?‚? Regulatory and Compliance Risks:

?‚? Any adverse regulatory changes affecting the companys operations or product approvals.

?‚? Reputation and Brand Risks:

?‚? Any negative perception related to the companys previous financial and operational history, impacting stakeholder trust.

?‚? Risk of delays in re-establishing market confidence post-trading suspension.

?‚? Macroeconomic Risks:

?‚? Broader economic challenges, including inflation, changes in interest rates, or global trade disruptions, which may affect operational costs and consumer spending.

?‚? Management and Leadership Risks:

?‚? Risks associated with transitions or changes in key management personnel affecting decision-making and strategic continuity

However, it shall be noted that your Directors are actively addressing these risks by implementing robust operational controls, financial monitoring, and compliance frameworks. The company remains committed to mitigating these risks and ensuring long- term sustainability and growth.

?‚? FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the period under review, the relevant Corporate Action Forms, in pursuance of the actions undertaken as part of Capital Restructuring explained above, were submitted to the concerned Depositories which are pending for Listing Approval from the NSE and BSE.

?‚? STATEMENT OF DEVIATION OR VARIATION, IF ANY:

There are no funds pending utilisation as on March 31 st, 2025, for which statement of deviation[s] or variations[s], if any, may be given, in accordance with the relevant provisions of Securities Exchange Board of India [Listing Obligations and Disclosure Requirements], Regulations, 2015, or other applicable laws, if any.

?‚? COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

The Certificate of M/s G Aakash & Associates, regarding compliance of Corporate Governance conditions is annexed to Corporate Governance Report as it annexure .

Further, the disclosure as to compliance of corporate governance provisions / conditions is being specifically provided in the Corporate Governance Report, which forms part of the Annual Report and is appended to this report in the Annexure V .

?‚? SUSPENSION OF TRADING:

As per the information available on the websites of concerned Stock Exchanges, trading in securities of LEEL Electricals Limited has been suspended with effect from August 19, 2019 (closing hour of trading on August 16, 2019) on account of non-compliance with SEBI

(LODR), Regulation, 2015. The necessary application for revocation of the same will be filed post listing of the shares.

?‚? ACKNOWLEDGEMENTS:

Your Directors express their sincere gratitude for the invaluable support and cooperation extended by the various departments of the Central and State governments, members, business associates, analysts, banks, financial institutions, customers, distributors, suppliers, business partners, and other stakeholders of the Company. In addition, the Directors would like to convey their deep appreciation to all employees for their exceptional dedication, tireless commitment, and significant contributions to the continued success of the Company.

For and on behalf of the Board of Directors LEEL Electricals Limited

NEERAJ GUPTA Managing Director DIN: 07176093	DURGESH KUMAR Director DIN: 10686556
Date: 04.12.2025 Place: Noida	Date: 04.12.2025 Place: Noida