Spectrum Electrical Industries Ltd Directors Report

To,

The Members,

Spectrum Electrical Industries Limited (CIN: L28100MH2008PLC185764) Gat No. 139/1 and 139/2, Umala, Jalgaon, Maharashtra - 425003, India.

The Directors of your Company are pleased to present their 18th Annual Report on the business and operations of the Compa -ny along with the Standalone and Consolidated Audited Annual Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)

PARTICULARS		STANDALONE		CONSOLIDATED
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operation	50,456.26	39,709.09	52,594.22	40,223.71
Other Income	690.90	456.36	535.54	459.81
Total Revenue Income	51,147.16	40,165.45	53,129.76	40,683.52
Total Expenditure	45,589.54	36,650.80	47,320.00	37,096.84
Profit Before Tax	5,557.62	3,514.65	5,809.76	3,586.68
Profit After Tax	4,279.80	2,427.85	4,447.8	2,542.24

2. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review. Statement of Unpaid/Unclaimed Interim Dividend for the year 2023-24. Status as on 31st March, 2026

SR. NO.	Date of Declaration of Interim Dividend	Name of Shareholder	Address	Unpaid/Unclaimed Interim Dividend Amount (Amount in INR)
1.	15th May, 2023	Jitendra Prakash Pawar	PL No. 889 Gat No. 253, SV FA Z Road, Savda Tal Raver, Dist. Jalgaon, Maha- rashtra 425502, India.	2,000

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company has formulated a Dividend Distribution Policy (the Policy). The Policy is available on the Companys website: https://www.spectrum-india.com/#/announcement/PDF1728637759277.pdf

3. SHARE CAPITAL:

Authorized Share Capital: The authorized share capital of the Company is Rs.17,50,00,000 (Rupees Seventeen Crore Fifty Lakhs only) consisting of 1,75,00,000 (One Crore Seventy Five Lakhs) equity shares of Rs.10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up Capital: During the year under review, there was a change in the Paid-up Share Capital of the Company pursuant to the conversion of convertible warrants into equity shares.

During the financial year 2023-24, the Company had issued and allotted 1,07,250 (One Lakh Seven Thousand Two Hundred Fifty) convertible warrants at an issue price of Rs.1,120/- per warrant, including a premium of Rs.1,110/- per warrant. At the time of allotment of the said warrants, the Company had received 25% of the issue price per warrant. During the year under review, upon exercise of the conversion option and receipt of the balance 75% of the issue price, the Company allotted 1,07,250 (One Lakh Seven Thousand Two Hundred Fifty) equity shares of Rs.10/- each at an issue price of Rs.1,120/- per equity share, including a premium of Rs.1,110/- per equity share, on July 24, 2025.

Consequently, the Paid-up Share Capital of the Company increased from Rs.1,560.66 Lakhs, comprising 1,56,06,590 equity shares of Rs.10/- each, to Rs.1,571.38 Lakhs, comprising 1,57,13,840 equity shares of Rs.10/- each.year 2025-26, year. Accordingly, as at March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs.1,571.38 Lakhs, comprising 1,57,13,840 equity shares of Rs.10/- each. profitability reflects the Companys

DEPOSITORY SYSTEM:

As on March 31, 2026, all 1,57,13,840 equity shares of the Company are held in dematerialised form with the depositories. Accordingly, the entire Issued, Subscribed and Paid-up Share Capital of the Company is held in dematerialised form as on the said date.

4. TRANSFER TO RESERVES:

During the financial year under review, the Board of Directors of the Company, after considering the financial position and future requirements of the Company, has decided to transfer an amount of Rs.4,279.80 Lakhs to the General Reserve.

5. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:

i. Board of Directors and its Committees Meeting:

During the financial year ended March 31, 2026, the Board of Directors of the Company met eight (8) times. The meetings of the Board were held on April 8, 2025, May 30, 2025, July 24, 2025, August 14, 2025, September 7, 2025, Novem-ber 14, 2025, January 22, 2026 and February 4, 2026.

The intervening gap between any two consecutive meetings of the Board did not exceed the period prescribed under the Companies Act, 2013 and the rules made thereunder.

The details of the meetings of the Board of Directors and its Committees, including the attendance of the Directors thereat, are provided in the Corporate Governance Report forming part of this Annual Report as Annexure III.

6. THE SUMMARY OF OPERATION IS AS UNDER:

Standalone Financial Performance

During the year under review, the Company continued to deliver strong financialperformance. Revenue from opera -tions increased by 27.06% to Rs.50,456.26 lakhs, as against Rs.39,709.09 lakhs in the previous financial year. Profit for the year stood at Rs.4,279.80 lakhs, registering a growth of 76.28% as compared to Rs.2,427.88 lakhs in the previous year. The substantialimprovementinprofitability, alongside the growth in revenue, reflects the Companys continued focus on operational performance and sustainable business growth.

Consolidated Financial Performance

During the year under review, the Company continued to demonstrate strong performance on a consolidated basis. Consolidated revenue from operations increased by 30.76% as com toRs.52,594.22 lakhs during financial -pared to Rs.40,223.71 lakhs in the previous financial Consolidated Profit After Tax (PAT) stood at Rs.4,447.84 lakhs, registering a Rs.2,542.24 lakhs reported in the previous year. The growth sustained revenueand business momentum and continued focus on operational efficiency and value creation.

7. MATERIAL CHANGES AND COMMITMENTS

The following material changes and commitments have occurred between the end of the financial year under review and the date of this Report -

i. During the period between the end of the financial under review and the date of this Report, the Company undertook a fund-raising exercise through a preferential issue of equity shares and convertible warrants aggregating to approximately Rs.325 Crores.

Pursuant to the said preferential issue, the Company has allotted 13,73,625 (Thirteen Lakh Seventy-Three Thousand Six Hundred Twenty-Five) equity shares of face value of Rs.10/- (Rupees Ten only) each at an issue price of Rs.2,002/- (Rupees Two Thousand Two only) per equity share, comprising a premium of Rs.1,992/- (Rupees One Thousand Nine Hundred and Ninety Two Only) per equity share, aggregating to approximately Rs.275 Crores, to identified non-Promoter investors. The Company also allotted 2,49,750 (Two Lakh Forty-Nine Thousand Seven Hundred Fifty) convertible warrants at an issue price of Rs.2,002/- (Rupees Two Thousand Two only) per warrant, aggregating to approximately Rs.50 Crores, to the Promoter of the Company.

The aforesaid fund-raising constitutes a significant development subsequent to the close of the financial year and is expected to strengthen the Companys capital structure and financial The details of the preferential issue, including the objects of the issue and other material terms and conditions, have been disclosed to the Stock Exchanges in accordance with the applicable regulatory requirements.

8. LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans given, guarantees provided and investments made by the Company during the financial under review, as covered under the provisions of Section 186 of the Companies Act, 2013, along with the purpose for which such loans, guarantees and investments were made, are disclosed in the Notes to the Financial Statements forming part of this Annual Report. t with the interests of the Company. conflic

The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013, in respect of loans, guarantees, securities and investments made during the financial year under review. The details thereof are disclosed in the Notes to the Financial Statements.

9. ANNUAL RETURN:

The Annual Return in form MGT-7 as required under Section 92 of the Companies Act, 2013 for the financial year ended March 31, 2026 shall be published on the companys web-site i.e. www.spectrum-india.com

10. CHANGE IN NATURE OF BUSINESS, IF ANY: year under review, there was no change During the financial in the nature of business of the Company.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Whistle Blower Policy/Vigil Mechanism for Directors and employees to report concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct.

The Vigil Mechanism provides for adequate safeguards against victimisation of Directors and employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy/Vigil Mechanism is available on the Companys website. under the https://www.spectrum-india.com/#/announcement/ PDF1740743758987.pdf

12. RELATED PARTY TRANSACTIONS:

All transactions entered into by the Company with related parties during the financial in the ordinary course of business and on an arms length basis, and were in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to this Report as Annexure II.

Details of transactions with related parties, as required under the applicable Accounting Standards/Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are disclosed in the Notes year to the Financial Statements forming part of the Annual Report. During the year under review, there were no materially significant related party transactions that may have a potential

13. DEPOSITS FROM PUBLIC:

During the financial year under review, the Company has accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the rules made thereunder. Accordingly, there were no deposits, including principal or interest thereon, outstanding as at March 31, 2026.

14. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

Your Company has Five (5) Direct Subsidiaries as on March 31, 2026 your Company.

The details of the subsidiaries are set out below:

A. Wholly Owned Subsidiaries

1. Spectrum Electrical Technologies Private Limited

(Formerly known as Spectrum Electrical Life Solutions Private Limited)

2. Spectrum Health-Tech Private Limited

(Formerly known as Spectrum Mass-Tech Private Limited)

3. Alric Electric Private Limited

B. Other Subsidiaries

1. Mechmaster Engineering Private Limited

2. Pristine IT Code Private Limited

C. Material Subsidiary

During the financial year 2025 26, the Company did not appli have any Material Subsidiary, as defined -cable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. under the applicable

D. Investment / Acquisition during the Financial Year

During the financial ended March31,2026were year under review, the Company-quired 10,000 equity shares of Alric Electric Private Limited, having a face value of 10/- each. Consequent to the said acquisition, Alric Electric Private Limited is a wholly owned subsidiary of the Company.

E. Joint Venture and Associate Companies

As at March 31, 2026, the Company did not have any Joint Venture or Associate Company, as defined under the Com -panies Act, 2013.

F. The salient features of the financial statements of the subsidiary companies -

The salient features of the financial statements of the subsidiary companies, in the prescribed Form AOC-1, as required under Section 129(3) of the Companies Act, 2013, are annexed to this Report as Annexure - I and form part of this Report.

15. AUDITORS:

i. Statutory Auditor -

M/s. SHARP AARTH & CO LLP, Chartered Accountants (Firm Registration No. 132748W/W100823) were re-appointed as the Statutory Auditors of the Company at the 16th Annual General Meeting (AGM) held on September 30, 2024, for a second and of five years, to hold office from the conclusion the 16th AGM until the conclusion of the 21st AGM to be held in the year 2029. Accordingly, M/s. SHAR PAARTH & CO LLP declarations and other necessary will continue to be the Statutory Auditors of the Company.

The Independent Auditors Report on the financial statements of the Company for the financial 2026, forms part of the Annual Report. The said Report, read together with the relevant Notes to the Financial Statements, her eligibility to act as the is self-explanatory and does not require any further explanation or comments from the Board.

Further, pursuant to Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors have not reported any fraud under the said provisions to the Audit Committee or the Board of Directors during the financial -view.

ii. Cost Auditor -

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the applicable provisions of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and have its cost records audited by a Cost Accountant, to the extent applicable.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 30, 2025, appointed M/s. Kolhe & Associates, Cost and Management Accountants (Firm Registration No. 003278), as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2025-26. M/s. Kolhe & Associates, Cost and Management Accountants, have confirmed their eligibility for appointment and that they of the are not disqualified Companies Act, 2013. They have also confirmed their -pendence and arms length relationship with the Company.

The Board of Directors of the Company has appointed M/s. Kolhe & Associates, Cost and Management Accountants for the financial year 2026-27.

The remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company in accordance with the applicable provisions of the Companies Act, 2013. Accordingly, the resolution seeking ratification of the remuneration payable to M/s. Kolhe & Associates, Cost and Management Accountants, for the financial year 2026-27 has been included in the Notice convening the Annual General Meeting.

The Company has maintained the cost records as prescribed under Section 148 of the Companies Act, 2013 read with the applicable provisions of the Companies (Cost Records and Audit) Rules, 2014, in respect of the applicable products/activities of the Company.

iii. Secretarial Auditor -

Pursuant to Section 204 of the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Yuti Nagarkar, Practising Company

Secretary, Proprietorship Firm (Peer Review Registration

No. 8118/2026) was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial commencing from Financial Year 2025-26 and ending with Financial Year 2029-30, at the Annual General Meeting of the Company held in the year 2025.

The Company had received the requisite consent, eligibility confirma confirmation, -tions from Ms. Yuti Nagarkar, Practising Company Secretary, confirming her eligibility and -ble provisions of the Companies Act, 2013, the rules made year ended March 31, thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. She Secretarial hadalso confirmed Auditor of the Company and that her appointment was in accordance with the applicable statutory and regulatory requirements.

Accordingly, Ms. Yuti Nagarkar, Practising Company Secretary, continues to act as the Secretarial Auditor of the Company for the Financial Year 2026-27. The Secretarial year under re Audit Report for the financial issued by her, forms part of the Annual Report.

iv. Internal Auditor -

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable rules made thereunder, and based on the recommendation of the Audit Committee, the Board of Directors of the Company re-appointed

M/s. Sonawane MOR & Company, Chartered Accountants

(Firm Registration No. 145576W), as the Internal Auditors of the Company for the financial year 2026-27.

The Internal Auditors are responsible for conducting the internal audit of the Company in accordance with the scope and terms approved by the Audit Committee and the Board of Directors. The Internal Audit function, inter alia, reviews the adequacy and effectiveness of the internal control systems and operational processes of the Company and provides recommendations for strengthening the same. inde The Board is of the view that the Internal Audit function contributes to strengthening the Companys internal control systems, processes and overall governance framework.

16. STATUTORY AUDITORS REPORTS:

The Independent Auditors Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, form part of the Annual Report.

The Statutory Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year The Auditors Reports do not contain any qualification,-vation, adverse remark or disclaimer.

The observations and comments contained in the Auditors Reports, read together with the relevant Notes to the Financial Statements, are self-explanatory and do not require any further explanation or comments from the Board.

17. SECRETARIAL AUDITORS REPORTS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed Ms. Yuti Nagarkar, Practising Company Secretary, Proprietorship Firm, to conduct the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report issued by Ms. Yuti Nagarkar, Practising Company Secretary, for the financial year ended March 31, 2026, in the prescribed Form MR-3, is annexed to this Report as Annexure IV and forms part of the Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations and comments contained in the Secretarial Audit Report, read together with the relevant disclosures made in the Annual Report, are self-explanatory and do not require any further explanation or comments from the Board.

The Board places on record its appreciation for the services and guidance provided by the Secretarial Auditor during the financial year under review -

Board response on Auditors qualification, reservation adverse remark -

The Statutory Auditors Reports on the Standalone and Consolidated Financial Statements and the Secretarial Audit Report of the Company for the financial year ended March 31, 2026, do not containanyqualification, reservation, adverse remark or disclaimer. Accordingly, no further explanation or comments are required from the Board in this regard.

Reporting of Frauds by Auditors -

During the financial year under review, the Statutory Au-self-ditors of the Company have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the that CompaniesAct,2013,theDirectorsconfirm

i. in the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards have been followed and there are no material departures;-ii. the Directors had selected such accounting policies and applied them consistently and made judgments and esti-endedMarch31,2026. mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the reser end of the financial year and of the profit of the Company for the financial year;

iii. the Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial -trols are adequate and operating properly; and

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in the relevant sections of this Report. The details relating to Conservation of Energy are set out in Annexure V forming part of this Report.

20. INDEPENDENT DIRECTOR or

DATABANK REGISTRATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Independent Directors of the Company have completed their registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). The Company has received the requisite declarations and confirmations from the Independent Directors in this regard.

Out of the five Independent Directors of the Company, one Woman Independent Director has successfully completed theprescribedonline proficiency test, while the remaining four Independent Directors are exempt from undertaking the said test in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Company continues to facilitate and monitor compliance with the applicable requirements relating to registration with the Independent Directors Databank and proficiency self-assessment by the Independent Directors.

21. RISK MANAGEMENT:

The Company has in place a comprehensive Risk Management Policy and framework commensurate with the size, nature and complexity of its business and operations. The framework provides for identification, assessment, monitoring and mitigation of various risks faced by the Company and facilitates timely implementation of appropriate risk mitigation measures.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The Committee oversees the implementation of the Risk Management Policy and periodically reviews the Companys risk management framework, key risks and the adequacy of measures undertaken for their mitigation.

During the financial year under review, the Risk Management con Committee reviewed the key risks of the Company and the measures undertaken for their mitigation. Based on the assessment, no material risk was identified that may threaten the existence of the Company. The Company continues to monitor and manage existing and emerging risks on an ongoing basis.

The composition, terms of reference and other details of the Risk Management Committee, including the number of meetings held during the financial year, are provided in the Corporate Governance Report, forming part of this Annual Report.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to Financial Statements, commensurate with the size, scale and nature of its business and operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, accuracy and completeness of accounting records, safeguarding of assets, prevention and detection of frauds and errors, and compliance with applicable policies and procedures.

The Companys Internal Financial Control system is supported by an effective internal audit framework, which is reviewed periodically by the management of the company. The Internal Auditors conduct reviews of the adequacy and effectiveness of the internal control systems and make recommendations, wherever required, for strengthening such controls.

The Audit Committee periodically reviews the adequacy and effectiveness of the Internal Financial Controls and monitors the implementation of recommendations arising from internal audit reviews. The Board of Directors, based on the reports and reviews of the management, Internal Auditors and Audit Committee, is of the opinion that the Company has adequate Internal Financial Controls with reference to Financial Statements in place and that such controls were operating effectively during the financial year ended March 31, 2026.

Composition of Board of Directors -

As on March 31, 2026, the Board of Directors of the Company comprises one Executive Chairman, two other Executive Directors and five Non-Executive Independent Directors, aggregating to a total of eight Directors. The Independent Directors are not liable to retire by rotation, in accordance with the applicable provisions of the Companies Act, 2013.

All the Independent Directors have furnished the requisite declarations confirming that they meet-pendence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also received the necessary declarations and confirmations from the Independent Directors regarding compliance with the applicable statutory and regulatory requirements

Director retiring by rotation -

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Bharti Deepak Chaudhari (DIN: 02759526), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment.

Re-appointment Mr. Kishor Dalu Dhake, as Non-Executive Independent Director of the Company

Mr. Kishor Dalu Dhake was re-appointed as a Non-Executive Independent Director of the Company for a second term of five consecutive years with effect from November 06, 2025, upon the recommendations of the Nomination and Remuneration Committee and the Board of Directors and approval of the Members of the Company through Postal Ballot, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He was also re-appointed as the Chairman and Member of the Nomination and Remuneration Committee of the Company.

Appointment Of Woman Non-Executive Independent Director -

Mrs. Priya Rathi was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from February 11, 2025 during the financial year 2024-25. Her appointment as a Non-Executive Independent Director was subsequently approved by the Members of the Company through a Postal Ballot conducted during the financial year 2025-26, for a term of 5 consecutive years, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel (KMP) -

Pursuant to Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the Key Managerial Personnel (KMP) of the Company as on March 31, 2026 comprise Mr. Deepak Suresh Chaudhari, Managing Director; Mrs. Bharti Deepak Chaudhari, Whole-time Director; Mr. Devendra Sudhakar Rane, Executive Director; Mr. Pankaj Ravindra Rote, Chief Financial Officer; and Mr. Rahul Vasant Lavane, Company Secretary and Compliance Officer. There was no change in the KMP of the Company during the financial year under review.

24. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received the requisite declarations from all the Independent Directors confirming that they meet criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 read with the applicable rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed they are not aware of any circumstance or situation which exists or may reasonably be anticipated to affect their ability to discharge their duties with an objective and independent judgment. Based on the declarations and confirmations received, the Board is of the opinion that all the Independent Directors fulfil the applicable criteria of independence and are independent of the management of the Company.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, AND TRIBUNALS:

During the financial year under review, -icant or material orders passed by any regulatory authority, court or tribunal having jurisdiction over the Company, which could adversely affect the going concern status of the Company or its operations in the future.

26. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee in accordance with the applicableprovisions year under review, no of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details regarding the composition, terms of reference and functioning of the Nomination and Remuneration Committee, along with the Nomination and Remuneration Policy of the Company relating to the appointment, remuneration and other matters pertaining to Directors, Key Managerial Personnel (KMP), and Senior Management Personnel (SMP), are provided in the Corporate Governance Report, forming part of this Annual Report , product quality,

27. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES:

The disclosures relating to remuneration and other particulars of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in the prescribed statement forming part of this Report. The particulars of employees as required under Rule 5(2) and Rule 5(3) of the said Rules are provided in Annexure VI forming part of this Report. During the financial Stock Options were granted to the employees of the Company and, accordingly, no disclosure in this regard is applicable.

28. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee in accordance with the applicable provisions of the Act. that As part of its Corporate Social Responsibility initiatives, the Company has undertaken projects and activities in the areas of Healthcare, Education and Vocational Skill Development, which are covered under the activities specifiedin

Schedule VII to the Companies Act, 2013.

The Company continues to undertake its CSR initiatives in accordance with its CSR Policy and the applicable provisions of the Act and the rules made thereunder.

The Annual Report on CSR Activities for the financial year therewerenosignif ended March 31, 2026 is annexed to this Report as Annexure VII and forms an integral part of this Report.

The Company has in place a CSR Policy, which is available at the companys website - https://www.spectrum-india.com/#/

29. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: amount was During the financial required to be transferred to the Investor Education and Protection Fund (IEPF) in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

30. HUMAN RESOURCE DEVELOPMENT:

The Company considers its employees to be one of its key assets and recognizes that their knowledge, technical skills, experience and commitment are essential to the successful operation and sustainable growth of its manufacturing operations. The employees contribute collectively towards maintainingoperational standards and achieving the Companys business objectives.

The Company continues to focus on talent acquisition, technical skill development and employee capability building, particularly in areas relevant to manufacturing operations, production processes, quality control, maintenance, surface coating treatment and workplace safety. Appropriate training and development initiatives are undertaken to enhance the technical and professional capabilities of employees.

The Company strives to provide a safe, conducive and collaborative work environment that promotes employee engagement, teamwork, continuous learning and adherence to applicable quality and safety practices. The Company encourages employees to develop their capabilities and align year under review, no Employee their individual goals with the overall objectives of the organization.

During thefinancialyear under review, employee relations remained cordial and harmonious. The Company continued to undertake employee engagement, recognition and reward initiatives to encourage performance, motivation and a positive workplace culture.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to providing a safe, inclusive and harassment-free workplace and has a zero-tolerance approach towards sexual harassment. The Company has implemented a policy on the Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules made thereunder.

In accordance with the applicable provisions of the POSH Act, the Company has constituted an Internal Committee to receive, consider and redress complaints relating to sexual harassment at the workplace. The Company also undertakes appropriate awareness and sensitisation measures to promote a respectful and safe working environment.

During the financial -ny complied with the applicable provisions of the POSH Act and the rules made thereunder. The details of complaints relating to sexual harassment received and disposed of during the financial year are as follows:

a. Number of complaints of Sexual Harassment received in the financial year 2025-26	NIL
b. Number of Complaints disposed off during the financial year 2025-26	NIL
c.. Number of cases pending for more than ninety days	NIL

32. CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations).

The said Codes are applicable to the Directors, Designated Persons, and other persons who may have access to Unpublished Price Sensitive Information (UPSI) of the Company, as applicable. The Company has established appropriate systems and procedures for identification, handling, dissemination and preservation of UPSI and for regulating trading in the securities of the Company.

In accordance with the SEBI PIT Regulations and the Companys Code, the Trading Window is closed during the prescribed period, including during the period when the UPSI relatingtofinancial is unpublished, and at such other times as may be determined in accordance with the applicable regulatory requirements and the Companys Code.

Mr. Rahul Vasant Lavane, Company Secretary and Compliance Officer, acts as the Compliance Officer for the purposes of the SEBI PIT Regulations and is responsible for administering and monitoring compliance with the Code and the applicable requirements relating to prevention of insider trading.

33. POLICY FOR PRESERVATION OF DOCUMENTS (ARCHIVAL POLICY):

Pursuant to Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), the Company has formulated and adopted a Policy for Preservation of Documents (Policy), as approved by the Board of Directors.

The Policy provides a framework for the classification, preservation, retention and safe disposal of documents and records of the Company in accordance with the applicable statutory and regulatory requirements. It also specifies the appropriate period for preservation of documents and the manner in which documents and records may be disposed of or destroyed after completion of the prescribed retention period.

March 31, 2026, the Compa

The Policy is intended to ensure systematic maintenance, proper safeguarding and effective management of the Companys documents and records. The Policy is available on the Companys website.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis (MD&A) Report for the financial year ended March 31, in accordance with the applicable provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto as Annexure VIII and forms an integral part of this Annual Report.

35. CODE OF CONDUCT:

Pursuant to the applicable provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Code of Conduct applicable to the members of the Board of Directors and Senior Management Personnel of the Company.

The Code of Conduct lays down the standards of ethical and professional conduct expected from the Directors and Senior Management Personnel and is intended to promote integrity, transparency, accountability and responsible business practices.

All members of the Board of Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended March 31, 2026. The declaration confirming compliance with the Code of Conduct, duly signed by the Managing Director, forms part of this Annual Report as Annexure IX.

36. UTILIZATION OF FUNDS RAISED BY WAY OF PREFERENTIAL ISSUE DURING THE YEAR 2025-26:

The Company had raised funds through the Qualified Institutions Placement (QIP) by way of issue and allotment of 3,10,500 Equity Shares to eligible Qualified Institutional Buyers (QIBs) on February 14, 2024, at an issue price of Rs.1,177 per Equity Share, comprising a face value of Rs.10/- per Equity Share and a securities premium of Rs.1,167 per Equity Share.

The Company has utilised the entire proceeds raised through the QIP for the objects specified in the Placement Document. has been no deviation or variation in the utilisation of the QIP proceeds from the objects stated in the Placement Document.

The details of utilization of issue proceeds are as follows

(Amount in Lakhs)

Sr. No. Main Objects	Amount Allocated to the Objects	Fund Utilized till the 31st March, 2026	Pending Utilization as on 31st March, 2026
1 Capital Expenditure	1,375.00	1,375.00	0.00
2 Working Capital Requirements	2,214.00	2,214.00	0.00
3 General Corporate Expenses	50.00	50.00	0.00
4 Issue Expenses	15.59	15.59	0.00
Total	3,654.59	3,654.59

37. CORPORATE GOVERNANCE:

The Company is committed to maintaining high standards of corporate governance, transparency, accountability and ethical business practices and complies with the applicable requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

The Corporate Governance Report, as required under the applicable provisions of the SEBI LODR Regulations, forms an integral part of this Annual Report and is annexed hereto as Annexure III.

The requisite Compliance Certificate on Corporate Governance issued by Ms. Yuti Nagarkar, Practising Company Secretary, confirming compliance with the applicable corporate governance requirements prescribed under the SEBI LODR Regulations, is annexed to the Corporate Governance Report as Annexure III-A and Annexure III-B, as applicable.

38. UNSECURED LOAN:

Pursuant to Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rule 2014 the company has accepted unsecured loan form Directors the details of which are given below:

Name of Director	Opening Balance	Accepted During the year	Repaid During Year	Unsecured Loan as on 31.03.2026
Mr. Deepak Suresh Chaudhari	378.80	0.00	230.75	148.05
Mrs. Bharti Deepak Chaudhari	25.39	0.00	5.32	20.07
Total	404.19	0,00	236.07	168.12

39. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, as well as the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and the individual performance of the Di -rectors, including the performance of the Chairperson of the Board

The evaluation was carried out based on various parameters, including attendance and participation in Board and Commit -tee meetings, contribution to the deliberations, understanding of the Companys business and affairs, fulfilmentof duties and responsibilities, effectiveness in decision-making, and overall contribution to the functioning of the Board and its Committees..

The performance of the Independent Directors was also evaluated in accordance with the applicable statutory and regulatory requirements. The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Chairperson of the Board and the overall performance of the Board, without the participation of the Non-Independent Directors. The Directors expressed their satisfaction with the evaluation process and its outcome.

40. COMPLIANCE WITH APPPLICABLE SECRETARIAL STANDARDS:

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

The Company has followed the applicable requirements of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, as amended from time to time, in respect of the meetings of the Board of Directors, its Committees and the Members of the Company.

The Company continues to adhere to the applicable Secretarial Standards and other statutory and regulatory requirements governing its corporate affairs.

41. OTHER DISCLOSURES:

Credit Rating:

The Companys credit facilities have been assigned ratings by CRISIL Ratings Limited. The current credit ratings of the Company are as follows:

Long Term Rating	CRISIL BBB+/Stable, upgraded from CRISIL BBB/Positive.
Short Term Rating	CRISIL A2, upgraded from CRISIL A3+.

The aforesaid ratings reflect the current credit assessment of the Company by CRISIL Ratings Limited in respect of its long-term and short-term credit facilities

Disclosure of Pending Cases/Instances of Non- Compliance:

During the financialyear under review, there were no in -stances of non-compliance by the Company with the applicable provisions relating to the capital market, nor were any penalties, fines or strictures imposed on the Company by the Stock Exchanges, SEBI or any other statutory or regulatory authority in relation to matters concerning the capital market. Further, there are no outstanding penalties or strictures imposed on the Company in respect of such matters during the preceding financial years.

Means of Communication:

In accordance with Regulation 46 of the SEBI Listing Regulations, the company has maintained a functional website at www.spectrum-india.com containing information about the Company viz., details of its business, financial information, shareholding pattern, details of the policies approved by the Board, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances etc. The contents of the said website are updated from time to time.

Further, the Company disseminates to the Stock Exchanges (i.e. NSE & BSE), wherein its equity shares are listed, all mandatory information and price sensitive/such other information, which in its opinion, are material and/or have a bearing on its performance/operations and issues press releases, wherever necessary, for the information of the public at large.

42. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

43. ACKNOWLEDGEMENT:

The Directors wish to place on record appreciation and gratitude for all the co-operation extended by various Government Agencies/Departments, Bankers, Consultants, Business Associates, and Shareholders, Vendors, Customers etc. The Directors also record appreciation for the dedicated services rendered by all the Executives, Staff & Workers of the Company at all levels, for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors of
FOR SPECTRUM ELECTRICAL INDUSTRIES LIMITED

Sd/-
DEEPAK CHAUDHARI
CHAIRMAN & MANAGING DIRECTOR
DIN: 00538753

Sd/-
BHARTI CHAUDHARI
WHOLE TIME DIRECTOR
DIN: 02759526

Date: 04/09/2026
Place: Jalgaon