డైరెక్టర్ల నివేదిక Pulz Electronics Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 20^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2025.

1.FINANCIAL RESULTS

The performance of the Company for the financial year ended 31^st March, 2025 is summarized as under:

		(Amount Rs. In thousands other than EPS)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31-Mar-25	31-Mar-24	31-Mar-25	31-Mar-24
Total Sales/ Income from Operations	3,02,959	3,20,057	3,73,347	3,88,164
Other Income	3,116	2744	8,583	6,704
Total Income	3,06,075	3,22,801	3,81,930	3,94,868
Expenses other than Depreciation and amortization expenses	2,51,930	2,36,671	2,89,530	2,78,060
Depreciation and amortization expenses	4,171	4,632	6,938	7,085
Total Expenses	2,56,101	2,41,303	2,966,468	2,85,145
Pro it before tax and Exceptional items	49,974	81,498	85,462	1,09,723
Exceptional items	(25,214)	-	(27,927)	-
Pro it before tax	24,760	81,498	57,565	1,09,723
Current Tax	6,500	21,100	15,500	28,600
Deferred Tax	(437)	(1,485)	(5,62)	(1,827)
Short provision of tax of earlier years	421	-	932	152
Net Pro it/(Loss) After Tax	18,276	61,883	41,666	82,799
EPS

Basic	0.84	2.84	1.91	3.80
Diluted	0.84	2.84	1.91	3.80

2. PERFORMANCE REVIEW

During the year under review, the Company earned total revenue of Rs. 3,06,075 (In Thousands) Decrease of 5.18% over previous year.

3. DIVIDEND

No Dividend wasdeclaredduringthe year 2025-26underreview.

4. RESERVES

Amount of Rs. 18,276 (In Thousands) transferred from current year''s profit to general reserve during the period under review.

5. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

6. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company is listed on 14^th November, 2017 and traded on the NSE Limited (NSE). The Scrip Code of the Equity Shares of the Company on NSE is PULZ. The Company has paid upto date listing fees to the NSE.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE ORASSOCIATE COMPANIES

The Company have Subsidiary Company named R&S Electronics Systems India Private Limited (FormerlyPeerless Speakers Private Limited)

The Company does not have anyJointVenture or anAssociate Company

8. DIRECTORSAND KEYMANAGERIAL PERSONNEL ,

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Rumeeta Ghose (DIN: 02885906), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your directors recommend their approval.

Further during the financial year, Mrs. Sneha Mundra (Company Secretary & Compliance Officer) _| tenderedherresignationw.e.f.from 31.03,2025

9. SHARE CAPITAL

The paid-up Equity share capital as at March 31,2025 stood at Rs. 21,80,80,000/-. During the year under review, the Company has allotted 1,09,04,000 fully paid-up shares of face value ? 10/- each during the half-year ended March 31, 2025 in the ratio of one equity shares for every one equity shares pursuant to bonus issue approved by the shareholders at the Annual General Meeting held on September 30, 2024. The bonus shares were issued by capitalization of Surplus in the Profit andLossAccount.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the CompaniesAct, 2013,your Directors statethat:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Directors had 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 ofthe Company as at 31^st March, 2025 and the profit for the year ended on that date;

The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have preparedthe annual accounts on a going concern basis:

The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is available atCompanies Website. Link is as follows: -

I https://www.pulz.biz/investor-corporategovernance-annualreturn.html

11. AUDITORSANDAUDITORS'' REPORT

During the year M/s Kumbhat & Co. (FRN: 001609S) tendered their resignation as Statutory Auditor of the Company on 03.10.2024 and pursuant to the provisions of Section 139 & 142 and the rules framed thereunder M/s. Bansi S. Mehta & Co, (FRN: 100991W), was appointed as Statutory Auditor of the Company to fill the casual vacancy occured due to the resignation of the auditor in the Extraordinary General Meeting to the conclusion of the ensuing Annual General Meeting for the financial year ending 31st March, 2025. In the Annual General Meeting of the company the Statutory auditor to be appointed for a period of 5 years in 20^th AGM Conducted on 29th September, 2025 for approval of Members.

A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Kaushal Doshi & Associates, Company Secretaries in Whole-time Practice (FCS no. 10609, C P No.13143), were appointed to conduct Secretarial Audit for the year ended 31^st March, 2025. M/s Kaushal Doshi & Associates, Practicing Company Secretaries has submitted their report on the Secretarial Audit which is attached as ''Annexure A" and forms a part of this report.

12. TAX PROVISIONS

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

13. CORPORATE GOVERNANCE

During the year under review, the Paid-Up Capital of the Company is Rs 2,18,080,000 but Net Worth of the Company Rs. 26,96,10,298 respectively as on 31^st March, 2025, but Corporate Governance provisions as specified in Regulations 17,18,19,20 21,22,23 24,25,26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company. As, the Company is listed on SME Platform so as per SEBI (LODR 2015) Corporate Governance provisions are not applicable on SME Listed Companies.

Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report is attached as "Annexure B" and forms a part of this report.

15. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules,2014 is furnished here under.

Part A and B ofthe Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2025 is asfollows:

FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earned	34,491 (Rs.in thousands)
Foreign Exchange Used	2,023 (Rs. In thousands)

17. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointmentand Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

18. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR

The Company had 9 (Nine) Board meetings during the financial year under review. The dates on which the Board meetings were held are 08.04.2024, 30.05.2024, 18.07.2024, 05.08.2024,

04.09.2024,14.10.2024,28.10.2024,14.11.2024 & 11.03.2025.

19. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

The particulars of Loans, Guarantees and Investments made by the Company under the provisions I of Section 186 ofthe Act are provided in the notes to Financial Statements

20. RELATED PARTYTRANSACTION

During the financial year ended March 31, 2025, the contracts or arrangements entered with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 are provided in the notes to Financial Statements.

Thus, disclosure in form AOC-2 is applicable to the Company in "Annexure C".

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURT

There was no order passed by any regulator or court or tribunal, which impacts the going concern status ofthe Company or will have any bearing on Company''s operations in future.

22. AUDIT COMMITTEE

In accordance with the provisions of Section 177 ofthe Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee in accordance with the terms of reference specified from time to time by the Board. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2024-25, 7 (Seven) Audit Committee meetings were held on 08.04.2024,

30.05.2024.18.07.2024.04.09.2024.14.10.2024.14.11.2024 & 11.03.2025.

23. NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178(1) ofthe Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and Remuneration Committee in accordance with the terms of reference specified from time to time by the Board.

During the year 2024-25, 3 (Three) Nomination and Remuneration Committee meetings were held on 08.04.2024,04.09.2024 & 14.10.2024.

24.STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178(5) ofthe Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulation, 2015 the Company has constituted a Stakeholders Relationship Committee in accordance with the terms of reference specified from time to time by the Board.

During the year 2024-25,3 (Three) Stakeholders Relationship Committee meetings were held on

08.04.2024.04.09.2024 & 14.11.2024.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature ofthe business ofthe Company.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per provisions of Section 135 of the Companies Act, 2013 CSR is applicable on the Company. However, CSR Amount is Below Rs 50,00,000 So formation of CSR Committee is not mandatory for the Company. The Company has transferred Amount of CSR for the year 2024-25 in unspent CSR account and same willbe spent by the Company in due course oftime.

27. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassmentwere filedwith the Company.

28. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of the ListingRegulations.

29. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent

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

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who J avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the status of resolution ofsuch cases.

31. INVESTOR SERVICES

As the members are aware, your Company''s shares are tradable compulsorily in electronic format your Company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company''s shares on either of the Depositories as aforesaid.

32. DISCLOSURES UNDERSECTION 134(3) (L) OF THE COMPANIESACT, 2013

There are no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have complied with the Code.

34. ACKNOWLEDGMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue supporttowards the conduct ofthe Company.

---

Mar 31, 2024

Your directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31 st March 2024 is summarized as under:

Rs. In Thousands (Except EPS)

Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31-Mar-24	31-Mar-23	31-Mar-24	31-Mar-23
Total Sales / Income From Operations	3,14,736	2,92,090	4,65,082	4,48,864
Other Income	8,065	6,716	15,271	10,819
Net Profit / Loss Before Interest & Depreciation	76,433	63,885	1,17,369	99,651
Depreciation	4,632	6,119	7,085	7,113
Interest	433	503	561	600
Net Profit / Loss Before Taxation	81,498	70,507	1,09,723	91,938
Provision For Taxation (Incl. Deferred Taxes)	22,585	19,469	30,579	25,092
Net Profit / Loss After Tax	61,883	51,776	82,799	67,430
Balance Carried Forward	1,42,295	80,412	1,83,085	1,00,286
EPS (Basic & Diluted)	5.68	4.79	7.59	6.18

2. PERFORMANCE REVIEW

I During the year under review, the Company earned total revenue of Rs. 3,22,801 (In Thousands)

| an Increase of 8.03% over previous year. | |||| || | | ||

3. DIVIDEND

No Dividend was declared during the year 2023-24 under review.

4. RESERVES

Amount of Rs. 8,27,99,066 (In Thousands) transferred from current year''s profit to general reserve during the period under review.

5. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

6. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company is listed on 14th November, 2017 and traded on the NSE Limited (NSE). The Scrip Code of the Equity Shares of the Company on NSE is PULZ. The Company has paid upto date listing fees to the NSE.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company have Subsidiary Company named R&S Electronics Systems India Private Limited (Formerly Peerless Speakers Private Limited)

The Company does not have any Joint Venture or an Associate Company

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Rumeeta Ghose (DIN: 02885906), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.Your directors recommend their approval.

9. SHARE CAPITAL

The paid-up Equity share capital as at March 31,2024 stood at Rs. 10,90,40,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Directors had 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 as at 31st March, 2024 and the profit for the year ended on that date;

The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis:

The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-7 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is available at Companies Website. Link is as follows:-

https://www.pulz.biz/investor-corporategovernance-annualreturn.html

11. AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. Kumbhat & Company Chartered Accountants, (FRN: 001609S), was appointed as Statutory Auditor of the Company for the term of 5 years in 15th AGM Conducted on 29th December 2020.

A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s Kaushal Doshi & Associates, Company Secretaries in Whole-time Practice (FCS no. 10609, C P No.13143), were appointed to conduct Secretarial Audit for the year ended 31st March, 2024. M/s Kaushal Doshi & Associates, Practicing Company Secretaries has submitted their report on the Secretarial Audit which is attached as "Annexure A" and forms a part of this report.

12. TAX PROVISIONS

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the Company.

13. CORPORATE GOVERNANCE

During the year under review, the Paid-Up Capital of the Company is Rs 10,90,40,000 but Net Worth of the Company Rs. 25,13,34,936 respectively as on 31st March, 2024, but Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21,22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company. As, the Company is listed on SME Platform so as per SEBI (LODR 2015) Corporate Governance provisions are not applicable on SME Listed Companies.

Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company. ¦ ¦ ¦

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report is attached as "Annexure B" and forms a part of this report.

15. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, 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 furnished here under.

Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2024 is as follows:

FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange Earned	10,802.36 (Rs. In Thousands)
Foreign Exchange Used	3,675.39 (Rs. In Thousands)

17. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office ¦ ¦

of the Company during business hours on working days of the Company up to the date of the i ¦ ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such i i Member may write to the Company Secretary in this regard.

18. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR

The Company had 4 (Four) Board meetings during the financial year under review. The dates on which the Board meetings were held are 24.05.2023, 04.09.2023,12.08.2022,

04.11.2023.12.02.2024.

19. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act are provided in the notes to Financial Statements

20. RELATED PARTY TRANSACTIONS

During the financial year ended March 31,2023, the contracts or arrangements entered with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 are provided in the notes to Financial Statements.

Thus, disclosure in form AOC-2 is applicable to the Company in "Annexure C"

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Company''s operations in future.

22. AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee in accordance with the terms of reference specified from time to time by the Board. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2023-24, 4 (Four) Audit Committee meetings were held on 24.05.2023,

04.09.2023.12.08.2022.04.11.2023.12.02.2024.

23. NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation

19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and Remuneration Committee in accordance with the terms of reference specified from time to time by the Board.

During the year 2023-24,4 (Four) Nomination and Remuneration Committee meetings were held on 24.05.2023,04.09.2023,12.08.2022, 04.11.2023,12.02.2024.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation

20 of SEBI (LODR) Regulation, 2015 the Company has constituted a Stakeholders Relationship Committee in accordance with the terms of reference specified from time to time by the Board. During the year 2023-24, 4 (Four) Stakeholders Relationship Committee meetings were held on 24.05.2023,04.09.2023,12.08.2022, 04.11.2023,12.02.2024.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per provisions of Section 135 of the Companies Act, 2013 CSR is applicable on the Company. However, CSR Amount is Below Rs 50,00,000 So formation of CSR Committee is not mandatory for the Company. The Company has transferred Amount of CSR for the year 2023-24 in unspent ¦ CSR account and same will be spent by the Company in due course of time. ¦ ¦

27. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassment were filed with the Company.

28. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of the Listing Regulations.

29. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. i This mechanism also provides for adequate safeguards against victimization of employees who i

I avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee i

in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the I status of resolution of such cases.

31. INVESTOR SERVICES

As the members are aware, your Company''s shares are tradable compulsorily in electronic format your Company has established connectivity with both the depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company''s shares on either of the Depositories as aforesaid.

32. DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have complied with the Code.

34. ACKNOWLEDGMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

, , , For and on behalf of the Board

Anirvan Partha Ghose

¦¦ ¹ 1 1 1 ¦¦ ¹ Managing Director ¹ 1

I Place: Mumbai Bill I II II I III

Date: 04/09/2024

---

Mar 31, 2023

Your directors have pleasure in presenting the 18th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31,2023.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2023 is summarized asunder:

	Standalone		Consolidated
Particulars	For the year ended		For the year ended
	31-Mar-23	31-Mar-22	31-Mar-23	31-Mar-22
Total Sales / Income From Operations	29,20,90,188	12,72,37,972	44,88,63,678	19,70,67,313
Other Income	6,71,56,31	41,16,689	1,08,18,604	59,76,098
Net Profit / Loss Before Depreciation	6,43,88,760	1,73,48,836	9,90,50,526	2,19,31,031
Depreciation	61,18,694	51,01,125	71,12,603	51,01,125
Net Profit / Loss Before Taxation	7,05,07,454	1,22,07,712	9,19,37,923	1,68,29,907
Provision For Taxation (Incl. Deferred Taxes)	1,94,68,534	(1,88,634)	2,92,152	1,73,561
Net Profit / Loss After Tax	5,17,75,988	97,71,346	6,74,30,075	1,31,28,468
Balance Carried Forward	8,04,12,361	8,37,56,093	10,02,86,113	8,79,75,758

2. PERFORMANCE REVIEW

(During the year under review, the Company earned total revenue of Rs. 29,88,05,820 an Increase of 146 % over previous year.

3. DIVIDEND

Your Board has recommended interim dividend Rs. 0.10 (1.00%) per equity share during the year.

4. RESERVES

Amount of Rs. 6,74,30,075 transferred from current year''s profit to general reserve during the period under review.

5. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act,2013 read with Companies (Acceptance of Deposits) Rules,2014.

6. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company is listed on 14th November, 2017 and traded on the NSE Limited (NSE). The Scrip Code of the Equity Shares of the Company on NSE is PULZ. The Company has paid upto date listing fees to the NSE.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company has Subsidiary Company named R&S Electronics Systems India Private Limited (Formerly Peerless Speakers Private Limited)

The Company does not have any Joint Venture or an Associate Company

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ramakrishnan Manden ¦ Kattil, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.Your directors recommend their approval.

I Mrs. Kanta Bokaria (w.e.f. 12th August 2022) & Mr Santosh Kumar Shah (w.e.f 03rd March 2023) has been appointed as an Independent Director of the Company during the year under review.

9. SHARE CAPITAL

The paid-up Equity share capital as at March 31,2023 stood at Rs. 10,90,40,000/-. During the year under review, the Company has issued bonus equity shares of Rs 5,45,20,000 to the shareholders of the Company. Other than bonus issue Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013,your Directors state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

The Directors had 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 as at 31st March, 2023 and the profit for the year ended on that date;

The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis:

The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-7 as per the provisions of the Companies i Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is available at Companies Website. Link is as follows:-

I I https://www.pulz.biz/investor-corporategovernance.htmi

11. AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 and the rules framed thereunder M/s. Kumbhat & Company Chartered Accountants, (FRN: 001609S), was appointed as Statutory Auditor of the Company for the term of 5 years in 15th AGM Conducted on 29th December 2020.

A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s N S Gupta & Associates, Company Secretaries in Whole-time Practice (FCS no. 9343, C P No.11093),were appointed to conduct Secretarial Audit for the year ended 31st March, 2023. M/s N S Gupta& Associates, Practicing Company Secretaries has submitted their report on the Secretarial Audit which is attached as "Annexure A" and forms a part of this report.

12. TAX PROVISIONS

The Company has made adequate provisions as required underthe provisions of IncomeTax Act, 1961 as well as other relevant laws governing taxation on the Company.

13. CORPORATE GOVERNANCE

During the year under review,the Paid Up Capital and Net Worth of the Company were less than Rs. 10 crores and Rs. 25 crores respectively as on 31st March, 2022, therefore Corporate Governance provisions as specified in Regulations 17,18,19, 20 21,22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company. Moreover, the Company is listed on SME Platform so as per SEBI (LODR 2015) Corporate Governance provisions are not applicable on SME Listed Companies.

Whenever this regulation becomes applicable to the Company at a later date, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

14. MANAGEMENT DISCUSSION &ANALYSIS REPORT

j The Management Discussion & Analysis Report is attached as "Annexure B" and forms a part of

this report.

15. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards related to the Board Meetings and General Meeting issued by the Institute of Company Secretaries of India (ICSI).

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The information pertaining to conservation of energy, technology absorption, 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 furnished here under.

Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2023 is as follows:

FOREIGN EXCHANGE EARNINGSAND OUTGO
Foreign Exchange Earned	Rs. 20,437,970
Foreign Exchange Used	Rs. 96,557,437

17. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014 in respect of employees of the Companywill be provided upon request. In terms of Section 136 of the Act,the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the I ¦ ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

18. NUMBEROF BOARD MEETING CONDUCTED DURING THEYEAR

The Company had 8 (Eight) Board meetings during the financial year under review.The dates on which the Board meetings were held are 20.04.2022, 30.05.2022,12.08.2022, 01.09.2022,

14.11.2022.03.12.2022.23.12.2022.03.03.2023.

19. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186

The particulars of Loans, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act are provided in the notes to Financial Statements

20. RELATED PARTYTRANSACTIONS

During the financial year ended March 31,2023, the contracts or arrangements entered with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 are provided in the notes to Financial Statements.

Thus,disclosure in form AOC-2 is applicable to the Company in "Annexure C"

21. SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURT

There was no order passed by any regulator or court or tribunal,which impacts the going concern status of the Company or will have any bearing on Company''s operations in future.

22. AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 _: of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee in accordance with the terms of reference specified from time to time by the Board.There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year 2022-23,6 (Six) Audit Committee meetings were held on 30.05.2022,01.09.2022,

14.11.2022.03.12.2022.23.12.2022.03.03.2023.

23. NOMINATIONAND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation

19 of SEBI (LODR) Regulation, 2015, the Company has constituted a Nomination and Remuneration Committee in accordance with the terms of reference specified from time to time by the Board.

During the year 2022-23,4 (Four) Nomination and Remuneration Committee meetings were held on 30.05.2022,01.09.2022,14.11.2022,03.03.2023.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation

20 of SEBI (LODR) Regulation,2015 the Company has constituted a Stakeholders Relationship Committee in accordance with the terms of reference specified from time to time by the Board. During the year 2022-23,4 (Four) Stakeholders Relationship Committee meetings were held on

30.05.2022,01.09.2022,14.11.2022,03.03.2023.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance''s with management''s authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems. In the opinion of the Board,the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not applicable to constitute a Corporate Social Responsibility Committee due to non- fulfilment of any of the conditions pursuant to section 135 of the CompaniesAct, 2013.

27. POLICY ON SEXUAL HARASSMENT OF WOMENAT WORK PLACE

The Company has adopted a policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaints or allegations of sexual harassment were filed with the Company

28. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and under the provisions of the Listing Regulations.

29. ANNUALPERFORMANCEEVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015,the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees, which covers various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.The performance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.The Directors expressed their satisfaction with the evaluation process.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. We have embodied the mechanism in the Code of Conduct of the Company for employees to report concerns about unethical behavior, actual or suspected fraud or violation of our Code of Conduct. This mechanism also provides for adequate safeguards against victimization of employees who I avail of the mechanism and also provide for direct access to the Chairman of theAudit Committee | in exceptional cases and no personnel have been denied access to the Audit Committee. The Board and its Audit Committee are informed periodically on the cases reported, if any and the status of resolution of such cases.

31. INVESTOR SERVICES

As the members are aware, your Company''s shares are tradable compulsorily in electronic format your Company has established connectivity with both the depositories viz. National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of Company''s shares on either of the Depositories as aforesaid.

32. DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

33. PREVENTION OF INSIDERTRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have complied with the Code.

34. ACKNOWLEDGMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by the Bankers, Shareholders, clients & associates for their continue support towards the conduct of the Company.

For and on behalf of the Board

Anirvan Partha Ghose Managing Director ¦

_l Place: Mumbai Date: 05/09/2023