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To, The Members,

Maestros Electronics & Telecommunications Systems Limited Address: Plot No. EL/66, TTC Industrial Area, Electronic Zone, Mahape Navi Mumbai Thane-400701 Maharashtra India,

Your directors take pleasure in presenting their 16th Annual Report together with the Audited Accounts of the Company for the period ended March 31, 2025.

1. Financial Summary/ Highlights:

a) Financial Performance:

The Company's standalone and consolidated performance during the financial year ended March 31, ear, is summarized below: y 2025,ascomparedtothepreviousfinancial

(Rs. In lakhs)

b) Review of Performance

The total revenue from the operations for the year ended March 31, 2025, amounted to Rs. 2,888.71 lakhs as against 3,328.93 lakhs for the year ended March 31, 2024, and has decreased by 440.22 lakhs over the last year.

Focus efforts have been placed on expanding the end applications of our product line over the last several years, which has helped in yielding strong results this year, offering healthy sustainability for the years to come. This diversification, in end application has also simultaneously diversified clients and end destinations for Company's products globally, de-risking your portfolio from any single mark customer,application or Because of your company's product quality standards, we have been able to maintain steady relationships with our long-standing customers along with building relationships with several new customers.

The company has a very strong orderbook Position and expected to maintain the same or higher growth trend. Cost control at every stage of operations with the increase level of operations resulted in product cost improvement.

c) Nature of Business

The Company continues to be engaged in activities manufacturing of creating products and services for financial inclusion, cardiology, gynecology, critical care patient and diseases management in medicine with rich experience in latest technologies and communication.

There was no change in the nature of the business of the Company during the year under review.

d) Dividend

With a view to conserve resources for funding any future business requirements and expansion plans, your directors have thought it prudent not to recommend any dividend for the year.

e) Unpaid Dividend & IEPF:

Neither was the Company required to, nor has the Company transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

f) Transfer to Reserves:

The Company has not transferred any amount into the general reserve during the year under review.

g) Report on Performance of Subsidiaries, Associates and Joint Venture Companies:

During the year under review, your Company has incorporated one subsidiary i.e., Carebridge Technologies India Private Limited bearing CIN: U86909MH2024PTC433346. The details of its performance, financial position, and other salient features of its financial statements are provided in Form AOC-1, which is annexed hereto and marked as ‘Annexure I', forming a part of this Report. h) Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable to the Company.

i) Loans From Directors:

During the financial year under review, the Company has borrowed the following amount(s) from Director(s), and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:-

j) Share Capital:

As of March 31, 2025, the Authorized Share Capital of the Company is INR 6,00,00,000/- divided into 60,00,000/- equity shares of INR 10/- each. Further, the Paid-up Share Capital of the Company as of March 31, 2025, is INR 5,51,02,370/- divided into 55,10,237 equity shares of INR 10/- each. k) Particular of contracts or arrangements with related parties:

All transactions/contracts/arrangements entered into by the Company with related party(ies) as Act, 2013, during the financial year defined under review were in ordinary course of business and on an arm's length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

l) Conservation of

The particularsasrequiredundertheprovisionsofSection134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ‘Annexure II' which forms part of this Report.

m) Annual Return:

Pursuant to the provisions of Section

2013, the Annual Return as on March 31, 2025 will be available on Company's website on https:// maestroselectronics.com/investor.

n) Particulars of Investments made, loans given, guarantees provided and securities subscribed or purchased:

The Company has neither given any loans nor provided any guarantees or made any investments or subscribed or purchased any securities covered under section 186 of the Companies Act, 2013

o) Disclosures Under Section 134 (3) (l) of the Companies Act,

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year and to the date of this report.

p) Disclosure of Internal Financial Controls:

The Internal Financial Controls, with reference to financial statements as designed and implemented by the Company, are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

q) Corporate Social Responsibility:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertakenbytheCompanyonCSRactivities during the year are set out in ‘Annexure III' of this Board's report in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company https://maestroselectronics.com/ investor/.

2. Personnel: a) Board of Directors & Key Managerial Personnel:

The below mentioned is the structure of Board of Directors and KMP's as on March 31, 2025, and as on the date of this report:

b) Appointment:

During the year Mr. Sudhir Bapat (DIN: 10724146) was appointed as an Non-Executive Independent Director for a period of 5 consecutive years w.e.f. August 23, 2024, to August 23, 2029, whose appointment was approved by the shareholders at Annual General Meeting on Friday, August 23, 2024.

c) Resignation:

None of the Directors of the Company has resigned as Director of the Company.

d) Retirement by rotation:

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sujay Kulkarni (DIN: 00227027) will retire by rotation at the ensuing Annual General Meeting and being eligible to offer himself for re-appointment. Your directors recommend their approval.

e) Declaration by Independent Directors:

The Company has duly complied with the definition of ‘Independence' according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

f) Remuneration / commission drawn from holding / subsidiary company:

None of the Directors of the Company have drawn any remuneration / Company's holding Company / subsidiary Companies.

3. Disclosure Related to Board, Committees and Policies:

During the Financial year 2024-2025, total 5 (Five) meetings of the Board of Directors were held on the following dates:

*Mr. Sudhir Bapat (DIN: 10724146) was appointed as a Non-Executive Independent w.e.f. August 23, 2024.

The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

b) Committees of the Board

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

i) Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

Mr. Prakash Vithal Page Chairman and Member

Mrs. Swati Manis Thanawala Member

Mr. Sujay Manohar Kulkarni - Member

During the Financial year 2024-2025 5 (five) meetings of the on the following dates respectively,

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company is in accordance with the requirements of Section 178 of the Act. The Composition of the committee is as under:

Mr. Prakash Vithal Page Chairman and Member

Mr. Sujay Manohar Kulkarni Member

Mrs. Swati Manis May 16, 2024)

The Nomination and Remuneration Committee met 01 (one) time during the year under review on July 18, 2024:

The Board has, in accordance with the provisions of sub-section the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel, and other employees. Major criteria / gist defined in the policy framed for appointment and payment of remuneration to the Directors of the Company, are as under:

d) Experience

The salient features of the Remuneration Policy and changes therein are attached as ‘Annexure IV' and the Remuneration Policy is available on Company's website and can be accessed in the link provided herein below: https://maestroselectronics.com/investor.

(iii) Stakeholders' Relationship Committee:

Pursuant to Section178 of the Companies Act, 2013 the Board of Directors of the company has constituted, the Stakeholder's Relationship Committee for speedy disposal of Grievances/ complaints relating to Shareholders/investors, transfer of shares, non-receipt of declared dividend, if any, non-receipt of Balance Sheet and Profit & loss Account etc.

The Company maintains continuous interaction with the Registrar and Transfer Agent of the Company (RTA) and takes proactive steps and actions shareholders/investors. The Committee oversees the performance of the RTA and recommends measures for overall improvement in the quality of investor services.

The Stakeholders' Relationship Committee met 01 review on February 04, 2025:

The composition of SRC is as under:

Mr. Sujay Manohar Kulkarni Chairman and Member

Mr. Prakash Vithal Page Member

Mr. Balkrishna Kamalakar Tendulkar Member

The Company Secretary of the Company acts as the secretary to the Committee. There were no complaints received from any of the shareholders during the financial year under review.

(iv) Meeting of Independent Directors:

In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent Directors held their separate meeting on February 04, 2025, without the attendance of non-independent directors and members of management, inter alia, to discuss the following:

Review the performance of non-independent directors and the Board as a whole.

Review the performance of the Chairman of the Company, considering the views of executive directors andnon-executive directors;

Assess the quality, quantity and punctuality in flow of information between the Company Management and the Board, which is necessary for the Board to perform their duties effectively and reasonably.

All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction.

a) Establishment of Vigil Mechanism and Whistle-Blower Policy:

The Board of Directors of the Company have, 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, have framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to the employees and Directors from any victimization, on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. to report their concern/grievance Theemployees of the Company have the right/option to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral, and legal conduct of business operations.

b) Risk Management Policy:

The Company has structured a robust Risk Management Plan/policy to identify and evaluate various business risks and opportunities. As per the plan, the Audit Committee / Board of Directors will be informed on quarterly basis about various risks identified by Senior Management, the mitigation plan devised by them, progress on various plans / activities implemented to mitigate the same and any other risks, newly identified and with mitigation plan for them. The Board, upon review, will further guide the Senior Management about risk identification and improvement in mitigation plans.

Regulation 21 of SEBI LODR Regulations, Management Committee is not applicable to the company.

c) Annual Evaluation of Directors, Committee and Board as a whole:

Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has carried out the formal annual performance evaluation of its own performance, the Directors individual performance as well as the evaluation of the working of its various Committees and the working of the Board as whole. The evaluation exercise was carried out on various aspects of the Boards functionings such as composition of the Board & committees, experience & competencies, performance of the duties and obligations, governance issues, etc.

Manner in which the evaluation has been carried out has been explained below:

d) Performance Evaluation criteria:

Separate exercise was carried out to evaluate the performance of individual Directors (including the Chairman) by the Nomination and Remuneration committee, as per the structured mechanism which were evaluated on following parameters / criteria:

Participation and contribution by a director,

Commitment (including guidance provided to senior management outside of Board/ Committee meetings),

Effective deployment of knowledge and expertise,

Effective management of relationship with stakeholders,

Integrity and maintenance of confidentiality,

Independence of behavior and judgment,

Observance of Code of Conduct, and Impact and influence.

e) Policy on Nomination and Remuneration of

In terms of sub-section 3 of and Remuneration Committee of the Company has laid down a policy on the selection and appointment of Directors and the Senior Management of the Company and their remuneration including criteria for determining qualifications, independence of a director and other matters.

f) Evaluation by Independent Director:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, Directors of the Company was held during the year, without the attendance of Non-Independent Directors and members of the management. At the said meeting, the Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors. The Independent Directors also assessed the quality, quantity, and timeliness of the flow of information between the Company's management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

g) Familiarization program for the Independent Directors:

Your Company believes that a Board which is well familiarized with the Company and its affairs, can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholder's aspirations and societal expectation. In pursuit of this and in compliance with the requirements of the Act and the listing regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company and can be accessed at: https:// maestroselectronics.com/investor.

h) Board Diversity:

A diverse Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of a diverse composition and has adopted approach to diversity.

The details of this policy have been placed on the website of the Company at https:// maestroselectronics.com/investor .

i) Code of Conduct for Directors and Senior Management:

The Company has adopted a Code of Conduct for Board Members and Senior Management Personnel which provides guiding principles of conduct to promote ethical conduct of business. The adoption of the Code stems from the fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders of the Company. The Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing stakeholders for optimal benefit. All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2024-25. A declaration to this effect signed by the Managing Director forms part of this Annual Report. The Code for Board Members and Senior Management of the Company is posted on the website of the Company and may be accessed at the link at: https://maestroselectronics. com/investor.

j) Particulars of Remuneration to Employees:

Disclosures pertaining to remuneration and other 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure VI' to this report.

k) Management Discussion and Analysis:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board's Report and is annexed herewith as ‘Annexure VII' to this Board's Report.

l) Corporate Governance Report:

The Company is committed to maintaining steady standards of corporate governance and adhering to the corporate governance requirements set out under extant law. The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on corporate governance as stipulated under SEBI

Listing Regulations read with Schedule V thereto forms part of this Annual Report as ‘Annexure VIII'. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance Governance Report.

m) DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparationof the accounts for the financial year ended on March 31, been followed along with proper 2025,the applicable accounting material departures; explanation

ii) The Directors had selected such accounting policies and applied them and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit and loss of the Company for the year ended on that date;

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

iv) The annual accounts prepared for the financial year ended on March 31, 2025, is on a ‘going concern' basis.

v) The Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively. vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

4. Auditors and Reports:

The matters relating to the Auditors and their Reports are as under:

a) Observations of Statutory Auditors for the year ended March 31, 2025:

The observations/qualifications/disclaimers made by the Statutory Auditors in financial year ended March 31, 2025, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b) Reporting of Frauds by Statutory Auditors under Section 143(12):

There were no incidents of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

c) Secretarial Auditor and its Report:

Pursuant to the provisions of Section 204 read along with Section 134(3) of the Companies 2013 mandates to obtain the Secretarial Audit Report from Company Secretary in practice, in the prescribed form. Accordingly, the Board appointed M/s. D Maurya & Associates, Practicing Company Secretary as a Secretarial Auditor, to conduct and issue the report on Secretarial Audit of the Company for the Financial Year 2024-2025 and their report is annexed hereto and marked as ‘Annexure V' and it forms parts to this report.

d) Maintenance Of Cost Records:

Pursuant to the provisions of Sec on 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is not required to maintain Cost Records under said Rules.

e) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors, on the recommendation of the Audit Committee, at its meeting, appointed

M/s. ABHL & ASSOCIALTES, Chartered Accountants (Membership No. 626001), as the Internal Auditors of the Company for the financial year 2024 25. The Internal Auditors review the functions and operations of the Company and provide recommendations for strengthening the control environment, which the Company continues to implement on an ongoing basis.

5. Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are furnished as under:

a) Disclosure of orders passed by Regulators or Courts or Tribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

b) Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company had constituted a committee called as Internal Complaint Committee for prevention and prohibition of Sexual Harassment of woman at workplace and complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024-2025.

No. of Complaints Received: Nil

No. of Complaints Disposed of: Nil

No. of cases pending for more than 90 days: Nil

c) COMPLIANCE REGARDING MATERNITY BENEFIT ACT, 1961:

During the year under review, the Company was in compliance with respect to the provisions relating to the Maternity Benefits Act,. 1961

d) Disclosure under section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e) Disclosure under section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f) Disclosure under section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. g) Disclosure under section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h) Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No applicationwasfiled financialor operational forcorporateinsolvencyresolutionprocess,by creditor or by the company itself under the IBC before the NCLT.

i) Disclosureofreasonfordifferencebetweenvaluationdone at the time of taking loan from bank and at the time of one settlement with bank:

There was no instance of a one-timesettlementwithanyBankorFinancialInstitution.

j) Green Initiatives:

Pursuant to Sections 101 and 136 of the Companies Act, 2013, the Company will be sending Annual Report through electronic mode i.e., email to all the shareholders who have registered their email addresses with the Company or with the Depository to receive Annual Report through electronic mode and initiated steps to reduce consumption of paper.

k) Human Resources: al resources in the business which critic Employeesareteammembers,beingoneofthemost maximize the effectiveness of the Organization. Human resources build the Enterprise, and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them, strengthening the Company's Polices and Systems. The Company maintains healthy, cordial, and harmonious relations with all the personnel and enhances the contributory value of the Human Resources.

l) Environment and Safety:

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner that ensures the safety of all the concerned compliances, environmental Regulations and preservation of natural resources. There were no major accidents during the year.

m) Secretarial Standards of ICSI:

The Central Government has given approval on April 10, 2015, to the Secretarial Standards specified by the Institute of Company Secretary of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

6. Acknowledgements:

Your directors have taken this opportunity to express their appreciation to the Investors, Banks, Financial Institutions, Clients, Vendors, Employees, Central and State Governments and other Regulatory Authorities for their assistance, continued support, co-operation, and guidance.