NOTICE

NOTICE is hereby given that the 38th Annual General Meeting of the Members of Kusam Electrical Industries Ltd will be held on Monday, 27th September, 2021 at the Registered office situated at G-17, Bharat Industrial Estate, T. J. Road, Sewree (West), Mumbai- 400 015 at 11:00 a.m. to transact the following business:

ORDINARY BUSINESS

1. ADOPTION OF AUDITED FINANCIAL STATEMENTS

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March 2021, the Reports of the Board of Directors and Auditors thereon.

2. APPOINTMENT OF DIRECTOR OR RETIREMENT BY ROTATION

To appoint a Director in place of Mr. Chandmal Parasmal Goliya (DIN: 00167842) who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. APPROVAL FOR AUTHORISATION FOR OUTRIGHT SALE, TO RENT OUT, TO GIVE ON SHORT TERM OR LONG TERM LEASE OF ANY PART OR WHOLE OF THE OFFICE PREMISES IN FUTURE IF REQUIRED:-

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Section 180(1)(a) of Companies Act, 2013 and other enabling provisions of Companies Act, 2013 and Rules made thereunder (including any modification or reenactment thereof), if any, the consent of the Members be and is hereby accorded to the Board of Directors of the Company or to any Director of the Company duly authorized by it for outright sale, to rent out, to give on short term or long term lease of any part or whole of the office premises situated at 17, Bharat Industrial Estate, T.J., Road, Sewree, Mumbai - 400015 for commercial purposes on such terms and conditions as the Board of Directors of the Company may consider appropriate and suitable in the best interest of the Company.

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to finalize, settle and execute such documents/deeds/writings/ papers/agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to sale or lease or rent-out part or whole office premises."

4. TO RECOMMEND REVISION IN PAYMENT OF MANAGERIAL REMUNERATION OF SHRI NAVIN CHANDMAL GOLIYA:-

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in partial modification of the resolution passed by the members of the company at the 37th Annual General Meeting of the company held on 31st October, 2020 in respect of re-appointment of Shri Navin Chandmal Goliya, Director of the Company (DIN:

00164681) as a Whole time Director of the Company for a term of 23 Months, w.e.f., 01st November, 2020 to 30th September, 2022 pursuant to the provisions of Sections 196, 197 and Schedule V of the Companies Act, 2013, read with Companies (Appointment and Remuneration to Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), on the re-commendation of Nomination & Remuneration Committee and as approved by the Board of Directors at its meeting held on 10th August, 2021, consent of the Members of the Company be and is hereby accorded for revision of the Basic Salary of Shri Navin Chandmal Goliya from Rs. 1,90,000/- (One Lakh Ninety Thousand Rupees) to Rs. 2,00,000/- (Two Lakhs) per month, that subject, however, other terms of remuneration shall remain unchanged.

RESOLVED FURTHER THAT any of the Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this Resolution and / or otherwise considered by them to be in the best interest of the Company."

By Order of the Board

Sd/- Amruta Lokhande Company Secretary

Registered Office:

G-17, Bharat Industrial Estate, T. J Road, Sewree- West, Mumbai- 400 015 Place - Mumbai Date – 10-08-2021

NOTES:

(1) A Member entitled to attend and vote at the Annual General Meeting (the "Meeting") is entitled to appoint one or more Proxies to attend and vote on a poll instead of himself/herself and the Proxy so appointed need not be a Member of the Company. The instrument appointing the Proxy in order to be effective must be duly filed in all respects and should however, be deposited at the Registered Office of the Company not less than 48 (forty-eight) hours before the commencement of the Meeting.

Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying Voting Rights. A Member holding more than ten percent of the total Share Capital of the Company, carrying voting rights may appoint a single person as Proxy and such person shall not act as a Proxy for any other person or Shareholder.

(2) Institutional/Corporate Members intending to send their Authorised Representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

(3) A Statement pursuant to Section 102 (1) of the Companies Act, 2013, Secretarial Standard-2 on General Meetings and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Special Business of the Company is appended and annexed hereto.

AN ISO 9001:2015 COMPANY

• (4) In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020 and 15th Januray, 2021, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.kusamelectical.com, website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. Members are requested to support Green initiative by registering/ updating their e-mail addresses with the Depository Participant (in case of shares in dematerialized form) or with M/s. Satellite Corporate Services Pvt Ltd., the Registrar and Transfer Agent ("RTA") of the Company (in case of shares held in physical form) for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
• (5) Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No. along with their copy of Annual Report to the Meeting. The Attendance slip is annexed with this Annual Report. Members, who hold shares in Electronic Form, are requested to bring their Depository ID Number and Client ID Number to facilitate their identification for recording attendance at the forthcoming Annual General Meeting.
• (6) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• (7) In terms of Section 152 of the Companies Act, 2013 Mr. Chandmal Parsmal Goliya (DIN 00167842), Director of the Company, retires by rotation at the Meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends his reappointment. The brief profile of Mr. Chandmal Parasmal Goliya (DIN: 00167842), in terms of Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, is annexed herewith.
• (8) The Ballot Form should be signed by the Member as per the specimen signature registered with the Company. In case the shares are jointly held, the Form should be completed and signed by the first named holder and in his/her absence, by the next named holder. Holders of Power of Attorney (POA) on behalf of a Member may vote on the Form mentioning the Registration No. of the POA registered with the Company or attach notarially attested copy of the POA. Unsigned Form will be rejected.
• (9) The Company has notified closure of Register of Members and Share Transfer Books from 20th September, 2021 to 28th September, 2021 (both days inclusive) for determining the names of Members eligible for dividend on Equity Shares, if declared at the Meeting.
• (10)Relevant documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours on all working days except, Sundays, up to and including the date of the Annual General Meeting of the Company.
• (11)Members holding shares in electronic form may note that bank particulars registered against their respective Depository Accounts will be used by the Company for payment of Dividend. The Company or its Registrars and Transfer Agents, M/s. Satellite Corporate Services Private Limited cannot act on any request received directly from the Members holding shares in electronic form for

AN ISO 9001:2015 COMPANY

• (12)The Explanatory Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013, Secretarial Standard-2 on General Meetings and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Special Business under Item No.3 & 4 of the accompanying Notice is annexed hereto.
• (13)Members, holding shares in physical form, are requested to notify changes in address, if any, to the Registrars of the Company immediately, quoting their folio numbers. Members, holding shares in dematerialized form, should send the above information to the respective Depository Participants.
• (14)Members are requested to quote their Registered Folio No. on all correspondence with the Company.
• (15)Members desirous of getting any information in relation to the Company's Annual Report 2020-21 are requested to address their query (ies) well in advance, i.e. at least 10 days before the Meeting, to the Secretary of the Company to enable the Management to keep the information readily available at the Meeting.
• (16)As per the provisions of Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Shares Capital and Debentures) Rules, 2014 as amended from time to time, Members holding shares in single name and in physical form are advised to make nomination in respect of shareholding in the Company. Members can avail of the Nomination facility by filing Form SH-13 with the Company or its Registrar. Blank forms will be supplied on request. In case of shares held in Demat form, the nomination has to be lodged with their DP.
• (17)Non-Resident Indian Members are requested to inform M/s. Satellite Corporate Services Private Limited, immediately of:
• (a) Change in their residential status on return to India for permanent settlement.
• (b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
• (18)Electronic Copy of the Annual Report 2020-21 is being sent to those Members whose e-mail addresses are registered with the Company / Depositories for communication purpose, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies of the Annual Report are being sent in the permitted mode. Members may note that this Annual Report will also be available on the Company's website at www.kusamelectrical.com
• (19) Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to M/s. Satellite Corporate Services Private Limited, for consolidation into a single folio.
• (20)The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts(s). Members holding shares in physical form can submit their PAN details to M/s. Satellite Corporate Services Private Limited, - A Wing, office no. 106 and 107, Dattani Plaza Andheri Kurla Road, East west Ind estate Sakinaka, Mumbai-40007
• (21)The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated 7th

May, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no Resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 31st October, 2020.

(22)Details of the Director retiring by rotation and seeking Re-appointment at the 38th Annual General Meeting of the Company [in pursuance to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard-2 on General Meetings]:

• (23)Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
• (24)As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed entities can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this, and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Registrar and Share Transfer Agent or the Company for any assistance in this regard.
• (25) All documents referred to in the Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during office hours on all working days between 11.00 a.m. to 1.00 p.m. up to the date of declaration of the result of the Annual General Meeting of the Company.
• (26) The route map showing directions to reach the venue of the 38th AGM is annexed herewith the Notice.

E-Voting:

The Company is pleased to provide E-voting facility through Central Depository Services (India) Limited (CDSL) as an alternative, for all members of the Company to enable them to cast their votes electronically on the resolutions mentioned in the notice of 38thAnnual General Meeting of the Company dated on 27th September, 2021 (the AGM Notice). The Company has appointed Dr. S K Jain, Practicing Company Secretary, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. E-voting is optional.

AN ISO 9001:2015 COMPANY

(1) Voting through electronic means

• i. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services Limited (CDSL)
• ii. Members who have cast their votes by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again at the meeting.

(2) The procedure and instructions for E-voting are as follows:

• i. The voting period begins from 9.00 a.m. (Starting Time) on Friday, 24th September, 2021 and ends at 5.00 p.m. (Ending Time) on Sunday, 26th September, 2021. During this period Shareholders' of the Company, holding Shares either in physical form or in dematerialized form, as on the cut-off date 20th September, 2021, may cast their vote electronically. The E-voting module shall be disabled by CDSL for voting at the Ending Time.
• ii. Open your web browser during the voting period and log on to the E-voting website www.evotingindia.com;
• iii. Click on "Shareholders" tab to caste your votes;
• iv. Now, select the "COMPANY NAME" from the drop down menu and click on "SUBMIT;

v. Now Enter your User ID

• a) For Shareholder holding De-materialised Shares in CDSL: 16 digits beneficiary ID,
• b) For Shareholder holding De-materialised Shares in NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c) Members holding shares in Physical Form should enter Folio Number registered with the Company.
• vi. Enter the image Verification as displayed and Click on Login
• vii. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.
• viii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

AN ISO 9001:2015 COMPANY

• ix. After entering these details appropriately, click on "SUBMIT" tab;
• x. Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat is for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for E-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• xi. For Members holding shares in physical form, the details can be used only for E-voting on the resolutions contained in this Notice.
• xii. Click on the relevant EVSN on which you choose to vote.
• xiii. On the voting page, you will see Resolution Description and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you Assent to the Resolution and option NO implies that you Dissent to the Resolution.
• xiv. Click on the "Resolutions File Link" if you wish to view the entire Resolutions
• xv. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xvi. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xvii. You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• xviii. If Demat account holder has forgotten the changed password then enter the User ID and Image Verification Code and click on Forgot Password & enter the details as prompted by the system.

xix. Note for Institutional Shareholders

• Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

AN ISO 9001:2015 COMPANY

• They should submit a scanned copy of the Registration Form bearing the stamp and Sign of the entity to.
• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.
• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the Scrutinizer to verify the same.
• xx. In case you have any queries or issues regarding E-voting, you may refer the Frequently Asked Questions ("FAQs") and E-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].
• xxi. Dr. S. K. Jain, Practicing Company Secretary (FCS No. 1473)(COP No. 3076) has been appointed as the Scrutinizer to scrutinize the polling and e-Voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding 2 (two) working days from the conclution of the E-voting period unblock the votes in the presence of at least 2(two) witness not in the employment of the company.
• xxii. Corporate / Institutional Members (other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) Certified True Copy of the relevant Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through Remote e-Voting. The said Resolution / Authorization shall be sent to the Company at Email ID [email protected]

xxiii.

The voting rights of the Members shall be in proportion to their Shares of the Paid up Equity Share Capital of the Company as on the cut-off date of 20th September, 2021.

A Member can opt for only one mode of voting i.e. either through E-voting or by Physical Ballot. If a Member casts votes by both modes, then voting done through E-voting shall prevail and Ballot shall be treated as invalid.

The Scrutinizer will submit his Report of the votes cast in Favour or against by the Shareholders both by way of Physical Postal Ballot and E-voting, forthwith to the Chairman of the Company. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.kusamelectrical.com and on the website of CDSL within 2 (two) working days of the Resolutions at the AGM of the Company and shall be communicated to the BSE Ltd. where the Shares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

AN ISO 9001:2015 COMPANY

The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013, set out all material facts relating to the business under Item No. 4, of the accompanying Notice dated 10th August 2021.

ITEM NO. 3

The Board of Directors of the Company at its Meeting held on 10th August, 2021 has decided to seek the consent of the members of the Company under Section 180(1)(a) of the Companies Act, 2013 and Rules made thereunder for authorizing the Board of Directors (Board) or any Directors duly authorized by the Board for outright sale or to rent out or to lease on short term or long term basis a part or whole of the office premises situated at premises situated at 17, Bharat Industrial Estate, T.J., Road, Sewree, Mumbai - 400015, for commercial purposes on such terms and conditions as may be considered appropriate.

The Board of Directors are of the opinion that the proposed Resolution has set out in Item No. 3 of the Notice will impove the Cash Flow and will augment Net Owned Funds of the Company.

The Board of Directors recommend the passing of the Resolution as a Special Resolution as set out in Item No. 3 of the Notice.

None of the Directors or their Relative and KMP are interested in the proposed Resolution.

ITEM NO. 4

The Members of the Company at the 37th Annual General Meeting of the Company held on 31st October, 2020 had gven their approval of re-appointment of Shri Navin Chandmal Goliya as a Whole Time Director (DIN:00164681) for a period of 23 Months from 01st November, 2020 to 30th September, 2022 on such terms and conditions and at Remuneration as set out in the said Resolution.

The Board of Directors of the Company at its meeting held on 10th August, 2021 decided to seek approval of the Members for revision in Basic Salary of Shri Navin Chandmal Goliya from Rs.1,90,000/- (One Lakh Ninety Thousand Rupees) per month to Rs. 2,00,000/- (Two Lakhs) per month w.e.f. 01st October, 2021 till 30th September, 2022 subject, however, that other terms of remuneration shall remain unchanged.

Shri Navin Chandmal Goliya, Whole-Time Director of the Company (DIN: 00164681 ), has been devoting its full time for improvement in the performance of the Company.

The Board of Directors of the Company recommend passing of the Resolution as Special Resolution set out in Item No. 4 of the Notice.

Shri Chandmal Goliya, Whole Time Director of the Company (DiIN: 00167842) and Shri Navin Chandmal Goliya, Whole-Time Director of the Company (DIN: 00164681 ) and their Relatives are interested in the proposed Resolution.

None of the Other Directors or their Relative and KMP are interested in the proposed Resolution.

For, Kusam Electrical Industries Ltd.

Sd/- Amruta Lokhande Company Secretary

Registered Office: G-17, Bharat Industrial Estate, T. J Road, Sewree – West, Mumbai- 400 015 PLACE:Mumbai DATE: 10th August, 2021