Mystic Electronics Ltd Directors Report

The Members,

MYSTIC ELECTRONICS LIMITED

Your Directors are pleased to present the 14 th Annual Report along with the Audited Statement of Accounts for the Financial Year ended 31 st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

2. STATE OF COMPANYS AFFAIRS

The operating environment this year continued to remain volatile and challenging. However, your Directors are pleased to report that the Company has earned a profit of Rs. 102.912 lakhs during the financial year under review as compared to a loss of Rs. 148.979 lakhs incurred in the previous financial year. The Directors are committed to maintaining this growth trajectory and are making all efforts to further strengthen the financial position of the Company in the coming years.

3. DIVIDEND & RESERVES

Your Directors, after considering the overall financial position of the Company, have decided to retain the profits generated during the year under review to strengthen the financial base of the Company and to support its future business operations. Accordingly, the Board of Directors has not recommended any dividend for the financial year ended 31 st March, 2025.

Further, in line with the Companys objective of conserving resources for business growth and expansion, no amount has been transferred to any reserve during the year under review. The entire profit of Rs. 102.912 lakhs has been retained in the Profit & Loss Account of the Company.

4. TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no unclaimed or unpaid dividend during the previous years and hence no funds or shares were required to be transferred to the Investor Education and Protection Fund during the year under review.

5. SHARE CAPITAL

There is no change in the authorized, issued, subscribed and paid-up share capital during the financial year under review.

The Authorized Share Capital of the Company as on 31 st March, 2025 stood at Rs. 21,00,00,000 (Rupees Twenty One Crore) divided into 2,10,00,000 equity shares of the face value of Rs. 10/- each.

The paid up Equity Share Capital as on 31 st March, 2025 is Rs. 19,76,62,480/- (Rupees Nineteen Crore Seventy-Six Lakhs Sixty-Two Thousand Four Hundred and Eighty Only) divided into 1,97,66,248 (One Crore Ninety-Seven Lakh Sixty-Six Thousand Two Hundred and Forty-Eight) Equity Shares of the face value of Rs. 10/- each.

Further, the Company has not issued any shares with or without differential voting rights during the year under review. It has neither granted any employee stock options nor issued any Sweat Equity Shares to its Directors or employees and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31 st March, 2025, none of the Directors of the Company hold any instruments convertible into equity shares of the Company. The Company has also not bought back any of its securities, nor issued any Bonus Shares or Stock Option Schemes to its employees during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Krishan Khadaria, Director of the Company, retires by rotation, at the forthcoming Annual General Meeting (AGM) and, being eligible, he offers himself for re-appointment. Your Directors recommend his reappointment as Director of the Company. The brief resume of Mr. Krishan Khadaria, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Appointment and cessation of Directors during the year:

During the year under review, there were following changes in the composition of Board of Directors of the Company.

^Appointment of Mr. Himanshu Agrawal (DIN: 09569882) as an Independent Director of the Company w.e.f 2 nd September, 2024.

Compliance Rectification:

The Company identified a procedural error relating to the classification of a resolution passed at the 12th Annual General Meeting held on 29 th September, 2023 for the appointment of Mr. Manaklal Agrawal as an Independent Director. The resolution for the appointment of Mr. Manaklal Agrawal (DIN: 10214780) as an Independent Director was inadvertently passed as an ordinary resolution instead of a special resolution as required under Regulation 25 (2A) of SEBI LODR.

The said resolution had already received more than 99% votes in favour at the time of its passing, thereby satisfying the threshold for a special resolution. The Board has taken proactive steps to ratify and regularize the appointment and thus at its meeting held on 3 rd September, 2025, approved placing a ratification special resolution before the shareholders at the forthcoming 14 th AGM to rectify this error and to ensure full compliance and clarity in records. There is no change in the terms or tenure of appointment, and this step is being undertaken purely as a procedural compliance measure.

There is no change in the terms, tenure or conditions of the appointment, and this action is undertaken purely for procedural compliance.

Declaration by Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has, inter alia, received the following declarations from all the Independent Directors confirming that they:

• meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and

without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

Appointment and Cessation of Key Managerial Personnel (KMP) during the year:

During the year under review, Ms. Sakshi Dubey (Membership No. A72324), ceased to be a Key Managerial Personnel (Company Secretary) upon her resignation on 21 st December, 2024.

Ms. Pallavi Bohra (Membership No. A60849) was appointed as Company Secretary and Compliance Officer with effect from 21 st March, 2025.

Pursuant to Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on 31 st March, 2025 are:

• Mr. Mohit Khadaria, Managing Director

• Mr. Nitin Pawaskar, Chief Financial Officer

• Ms. Pallavi Bohra, Company Secretary & Compliance Officer

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, at the time of appointing an Independent Director, a formal letter of appointment is given to them, which, inter alia, explains the roles, functions, duties, and responsibilities expected of them as a Director of the Company. The Director is also thoroughly briefed on the compliances required under the Act, the SEBI Listing Regulations, and other statutes. The Managing Director also have one to-one discussions with the newly appointed Director to familiarize them with the Companys operations. As per regulation 46(2) of SEBI Listing Regulations, 2015, the terms and conditions of appointment of independent directors and the details of familiarisation programme are available on the website of the Company under the web link http://www.mystic-electronics.com/investors.html

7. COMPLIANCE WITH SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31 st March, 2025, the applicable Accounting Standards have been followed and there is no material departure from the same;

b) they 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 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the financial year ended 31 st March, 2025 on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

9. MEETINGS OF THE BOARD

During the year under review, 7 (Seven) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the Corporate Governance Report, which forms part of this report.

10. COMMITTEES OF THE BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with a view to have more focused attention on business and for better governance and accountability, the Board has the following mandatory committees:

a) Audit Committee;

b) Nomination & Remuneration Committee; and

c) Stakeholders Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of statutory committees are given in detail in the Corporate Governance Report, which forms part of this Report.

11. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint ventures and associate company.

12. PARTICULARS OF EMPLOYEES

The information as per the provisions of Section 197(12) of the Companies Act read with Rule 5(2) and 5(3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company or on the email address of the Company i.e. electronics.mystic@gmail.com .

The statement of Disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is mentioned below.

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year 2024-25: Not applicable as your Company is not providing any remuneration to the Directors of the Company.

2. Percentage increase in remuneration of each Director, CFO and Company Secretary:

During the year under review, no Sitting fees or remuneration was paid to the Directors & percentage increase in the salary of CFO is 10.06%.

3. The percentage increase in the median remuneration of employees in the Financial Year 2024-25:

During the Year under review, the median remuneration is Rs. 465250 p.a. and the Percentage increase in Median Remuneration of employee is 23.86%.

4. During the year, there were 4 employees on the roll of the Company during the year, however as on 31 st March, the Company had 3 employees on the roll.

5. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Not applicable as the Company has not increased the salary of any of the employee other than key managerial personnel during the last financial year. There are no other exceptional circumstances for increase in the remuneration of key managerial personnel and increase in remuneration has been in accordance with the Companys policies.

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

13. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable on your Company and there was no complaint about sexual harassment during the year under review.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is neither engaged in any manufacturing activity nor the Company has any manufacturing unit, therefore the prescribed particulars with regards to compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable on your Company.

15. DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2024-25 are given in the Notes to the financial statement.

17. RELATED PARTY TRANSACTIONS

All related party transactions entered

During the year under review, the Company entered into transactions with its related parties primarily in the nature of inter-corporate loans/borrowings and payment of managerial remuneration.

Pursuant to Section 188 of the Companies Act, 2013 and the rules made thereunder, loans or borrowings do not fall within the purview of related party transactions requiring approval or disclosure in Form AOC-2. The Company has, however, complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, wherever applicable.

Further, in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the said loans/borrowings constitute related party transactions as they involve transfer of resources between related parties, irrespective of price. All such transactions were approved by the Audit Committee, reviewed by the Board, entered into in the ordinary course of business and on an arms length basis, and disclosed in the quarterly submissions made to the Stock Exchange(s) pursuant to Regulation 23(9) of the Listing Regulations.

The Company has also adopted a Policy on Related Party Transactions, which is available on its website at: http://www.mvstic-electronics.com/pdfs/Policv%20on%20Related%20Partv%20Transaction.pdf .

The particulars of related party transactions, as required under the applicable accounting standards, are set out in the Notes to the Financial Statements forming part of this Annual Report.

18. STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Sunil Vankawala & Associates (Firm Registration No. 110616W) were re-appointed as the Statutory Auditors for a period of 5 years at the 9 th AGM of the Company to hold office from the conclusion of the 9 th AGM up to the conclusion of this 14 th AGM of the Company on such remuneration as was approved by the shareholders at the AGM.

M/s. Sunil Vankawala & Associates will complete their second term as the Statutory Auditors on conclusion of this 14 th AGM of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 3 rd September, 2025 recommended the appointment of Ashok Shetty & Co., Chartered Accountants (Firm Registration No. 117134W), as the Statutory Auditors of the Company for a tenure of 5 consecutive years from the conclusion of the 14 th AGM till the conclusion of the 19 th AGM to be held in the year 2030, subject to the approval of the shareholders of the Company.

Accordingly, an Ordinary Resolution, proposing appointment of Ashok Shetty & Co., Chartered Accountants (Firm Registration No. 117134W), as the Statutory Auditors of the Company for a term of five consecutive years pursuant to Section 139 of the Act, forms part of the Notice of the 14 th AGM of the Company.

The Company has received written consent from M/s. Ashok Shetty & Co. and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. Further, M/s. Ashok Shetty & Co., has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

19. STATUTORY AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by M/s. Sunil Vankawala & Associates (Firm Registration No. 110616W), Statutory Auditors, in their report for the Financial Year ended March 31, 2025. The Notes on financial statements referred to in the Auditors Report are self-explanatory.

20. SECRETARIAL AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s. Ritika Agarwal & Associates, Practicing Company Secretary as Secretarial Auditors to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as ANNEXURE II, which forms an integral part of this report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

22. CORPORATE GOVERNANCE

In compliance with the Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms an integral part of this Annual Report. A Certificate from the statutory auditors, M/s. Sunil Vankawala & Associates confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the Corporate Governance Report as ANNEXURE V.

A Certificate of the MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also forming part of Corporate Governance Report as ANNEXURE IV.

23. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 the draft Annual Return for the financial year 2024-25 in prescribed form MGT-7 is placed on the website of the Company at the following link: www.mystic-electronics.com/investors.html .

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors Report by the Shareholders at the 14 th Annual General Meeting.

24. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

25. INTERNAL CONTROL SYSTEMS

The Company has adequate and robust Internal Control System, commensurate with the size, scale and complexity of its operation. The Internal Control System is placed to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.

Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Companys Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion & Analysis Report with review of the operations, state of affairs, performance and outlook of the Company for the reporting year forms part of this report and is marked as ANNEXURE I.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formed a Whistle Blower Policy for establishing a vigil mechanism for directors and employees to report genuine concerns regarding unethical behavior and mismanagement, if any. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

The said Whistle Blower Policy has been disseminated on the Companys website at www.mystic-electronics.com.

28. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by Nomination & Remuneration Committee, details of which are provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

29. RISK MANAGEMENT

The Board of Directors of the Company has made a Risk Management Policy which requires them to aware the shareholders of the Company regarding development and implementation of risk management plan for the Company, including identification therein of elements of risks, if any, which in their opinion might threaten the existence of the Company, the management plan to mitigate the same and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The details of the Policy have been posted on the Companys website www.mystic-electronics.com.

30. DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board of Directors has in place a Policy which lays down a framework in relation to remuneration of Directors, KMP and other employees of the Company.

The said Policy is available on the Companys website

http://www.mvsticelectronics.com/pdfs/NominationRemunerationPolicv.pdf

31. MATERIAL CHANGES AND COMMITMENTS

There is no material change since the closure of the financial year 2024-2025 till the date of the report affecting the financial position of the Company.

32. COST RECORDS AND COST AUDIT

The requirement of maintaining cost records as specified under provisions of section 148(1) of the Act is not applicable to the Company for the period under review.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there are no such instances and no settlements have been done with banks or financial institutions.

35. OTHER DISCLOSURES

In terms of the applicable provisions of the Act and the SEBI Listing Regulations, your Company additionally discloses that, during the year under review:

¦ There was no change in the nature of business of your Company;

¦ it has not raised any funds through qualified institutions placement as per Regulation 32(7A) of the SEBI Listing Regulations;

¦ it did not engage in commodity hedging activities;

¦ there was no application made before National Company Law Tribunal for initiation of insolvency proceeding against the Company nor any proceeding were pending under the insolvency and bankruptcy code, 2016 (31 of 2016).

¦ There were no foreign exchange earnings or out flow.

¦ The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

36. GREEN INITIATIVES

The Company supports and pursues the Green Initiative of the Ministry of Corporate Affairs, Government of India. Members are requested to support green initiative by registering their e-mail id (a) in case of electronic / demat holding with their respective Depository Participant and (b) in case of physical holding either with the RTA by sending e-mail to info@bigshareonline.com or with the Company by sending e-mail to electronics.mystic@gmail.com by quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving way for reduction in paper consumption and wastage. You would appreciate this initiative taken by the Ministry of Corporate Affairs and your Companys desire to participate in the initiative. If there is any change in e-mail id, shareholder can update his / her e-mail id in same manner as mentioned above.

37. ACKNOWLEDGEMENT

Your Directors express deep sense of appreciation to the members, investors, bankers, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavors.

Your Directors also sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels.

By and on behalf of the Board For Mystic Electronics Limited

Mohit Khadaria Managing Director DIN:05142395

Date: 3 rd September, 2025 Place: Mumbai