The Directors have pleasure in presenting 34th Annual Report of the Company together with the Audited Financial Statements for
the financial year ended 31st March, 2026.

1. Financial Highlights

The Company’s financial performance for the year ended 31st March, 2026 along with previous year’s figures are summarized
below:

(Rs. In Lakhs)

2. State of Company’s Affairs

Overview of Economic Context

During FY 2025-26, the smart metering industry experienced an execution slowdown in the early part of the year, followed by an
improvement in Advanced Metering Infrastructure Service Provider (AMISP) procurement and installation activity. At the same
time, demand across the Consumer & Industrial portfolio strengthened, supported by Wires & Cables, Lighting, Switchgear
and wider channel engagement. Against this backdrop, HPL continued to advance as a two-engine electrical equipment and
solutions company, with Smart Metering providing long-cycle visibility and Consumer & Industrial adding diversification, market
reach and shorter business cycles.

Performance Highlights

HPL Electric & Power Limited delivered consolidated revenue from operations of ?1,811.10 crore in FY 2025-26, an increase of
6.52% over ?1,700.24 crore in FY 2024-25. EBITDA grew by 10.52% to ?281.43 crore from ?254.65 crore, with the EBITDA margin
improving by 56 basis points to 15.54%. Gross margin expanded by 97 basis points to 36.01%. Cash profit increased by 13.43%
to ?155.51 crore. Profit after tax was ?91.25 crore compared with ?93.99 crore in the previous year, reflecting higher depreciation
following capacity additions and temporary input-cost volatility.

In Q4 FY26, revenue from operations crossed ?500 crore for
the first time and reached a record ?519.70 crore, up 5.52%
year-on-year. Q4 EBITDA rose by 4.34% to ?85.81 crore,
while cash profit increased by 10.26% to ?54.69 crore.
The quarter was supported by the strongest Consumer &
Industrial performance on record and a further sequential
recovery in Smart Metering.

Segment-wise Performance

1. Metering, Systems & Services Segment

The Metering, Systems & Services segment recorded
revenue of ?1,026.43 crore in FY26, a moderation of 4.57%
from ?1,075.61 crore in FY25. The segment was affected by
an industry-wide execution disruption in Q1 FY26; however,
revenue recovered sequentially through each subsequent
quarter. Q4 FY26 revenue reached ?305.74 crore, the
segment’s strongest quarter of the year and 49.9% above
Q1 FY26. Despite the revenue moderation, the segment’s
EBIT margin improved to 17.52% from 17.01%, reflecting
continued operating discipline. Smart Metering remains
HPL’s long-cycle growth opportunity, supported by its
product, R&D and manufacturing capabilities.

2. Consumer, Industrial & Services Segment

The Consumer, Industrial & Services segment emerged as a
material second growth engine in FY26. Revenue increased
by 25.62% to ?784.67 crore from ?624.63 crore in FY25, and
its share of consolidated revenue rose from 37% to 43%.
All four quarters exceeded the corresponding FY25 period,
with Q4 FY26 revenue reaching a record ?213.96 crore, up
19.80% year-on-year. Wires & Cables was a key contributor,
with FY26 revenue growing by 50.0% to ?340.74 crore,
supported by broad-based demand across real estate,
industrial OEMs, solar, telecom and institutional channels.
The segment’s EBIT margin moderated to 10.21% from
11.45% amid volatility in metal and industrial-plastic input
costs; pricing actions were initiated across Wires & Cables,
Lighting and Switchgear.

Order Book and Future Outlook

As of 27 May 2026, HPL’s order book stood at ?3,200 crore,
with Metering, Systems & Services accounting for more than
97%. This provides execution visibility in the short to medium
term and positions the Company to participate in India’s
continuing smart-meter deployment. During the year, HPL
also inaugurated a dedicated Panel Meter and AMI Water
Meter manufacturing facility at Gurugram. Neeram Pulse,
the Company’s smart water meter, extends HPL’s metering
platform into smart water infrastructure; commercial scale-
up will be calibrated to product approvals, pilot trials, utility
adoption and policy-led roll-outs.

Looking ahead to FY27, HPL’s priorities are to execute the

Smart Metering order book, scale the Consumer & Industrial
business with quality, protect margins through product-
mix and pricing discipline, strengthen working-capital
management and undertake calibrated capacity expansion.
These priorities are supported by HPL’s manufacturing
and R&D platforms and its nationwide distribution network
of more than 900 authorised dealers and over 85,000
retailers. The Company will continue to invest in product
development, channel relationships and brand-building
while pursuing sustainable growth across both business
engines.

3. Performance of subsidiaries, associates and joint
venture companies and their contribution to the overall
performance of the company

As on 31st March, 2026, the Company is having only one
subsidiary, namely Himachal Energy Private Limited. The
Company had also two Joint Ventures (JVs), namely HPL
Electric & Power Pvt. Ltd. - Shriji Designs (JV) and HPL
Electric & Power Pvt. Ltd. - Trimurthi Hitech Co. Pvt. Ltd.
- Shriji Designs (JV). The said JVs were constituted as
Associations of Persons (AOPs) and were not incorporated
as companies under the Companies Act, 2013. Both the
aforesaid JVs ceased to operate during the Financial Year
2025-26 and were closed as on 31st March, 2026.

Himachal Energy Private Limited is engaged in the
manufacturing of energy saving meters and other related
products. The Gross Revenue of the Company for the
FY 2026 stood at Rs. 19722.74 (P.Y. Rs. 10,336.20 lakhs).
Profit after tax for the year stood at Rs. 844.46 lakhs (P.Y. Rs.
764.13 lakhs).

4. Names of Companies which have become or ceased to be
its Subsidiaries, Joint Ventures or Associate Companies
during the year

During the Financial Year ended 31st March, 2026, no
company became or ceased to be a subsidiary of the
Company or Joint Venture or Associate Company. However,
the said two joint ventures namely HPL Electric & Power
Pvt. Ltd. - Shriji Designs (JV) and HPL Electric & Power Pvt.
Ltd. - Trimurthi Hitech Co. Pvt. Ltd. - Shriji Designs (JV)
ceased to operate and were closed as on 31st March, 2026.

5. Consolidated Financial Statement

The statement (in prescribed Form AOC-1) as required
under Section 129 of the Companies Act, 2013, in respect of
the Subsidiaries and Associate companies of the Company
is annexed as Annexure I and forms an integral part of this
Report.

The consolidated financial statements of the Company &
its subsidiary/ associate companies, as mentioned in Form
AOC-1, for the year ended 31st March 2026, prepared

in accordance with Accounting Standard (IND AS-110)
“Consolidated Financial Statements” prescribed by the
Institute of Chartered Accountants of India, form part of the
Annual Report and Financial Statements.

The Financial Statements of the subsidiary company and
the related detailed information (as per Section 129 of
the Companies Act, 2013) will be made available to the
shareholders of the Company and subsidiary company
seeking such information. The financial statements of the
subsidiary company will also be kept for inspection by any
shareholder at Company’s Corporate Office/ Registered
Office and also that of the subsidiary. The Company has also
uploaded the Financial Statements of subsidiary company
on its website i.e. www.hplindia.com.

6. Material changes and commitments, if any, affecting the
financial position of the company which have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of the
Report

There have been no material changes or commitments
affecting the financial position of the Company between the
end of the financial year ended March 31, 2026 and the date
of this Report, except for the changes in credit ratings of the
Company’s bank loan facilities, as detailed below:

1. CRISIL Ratings Limited

Subsequent to the end of the financial year, CRISIL
Ratings Limited, vide its rating action dated April
15, 2026, upgraded the Company’s long-term credit
rating from CRISIL A/Stable to CRISIL A /Stable and
reaffirmed its short-term credit rating at CRISIL A1.

Particulars! Rating

Long-Term Rating! CRISIL A /Stable (Upgraded from
CRISIL A/Stable)

Short-Term Rating! CRISIL A1 (Reaffirmed)

2. India Ratings and Research Private Limited

Further, India Ratings and Research Private Limited
(India Ratings), vide its rating action dated June 26,
2026, affirmed the ratings assigned to the Company’s
bank loan facilities as under:

Instrument / Facility! Rating Assigned! Rating Action

Bank Loan Facilities! IND A /Stable / IND A1| Affirmed

Except as stated above, there have been no other
material changes or commitments affecting the
financial position of the Company between the end of
the financial year ended March 31,2026 and the date of
this Report.

7. Change in the nature of business, if any

There was no change in the nature of business of the
Company during the financial year ended 31st March, 2026.

8. Reserves

During the period under report, the company do not propose
to transfer any amount to the General Reserve.

9. Dividend

The Board of Directors in its meeting held on May 27, 2026
recommended a final dividend of Rs. 1 per equity share of
Rs. 10 face value (10%) for the financial year ended 31st
March, 2026, subject to the approval of the shareholders at
the ensuing Annual General Meeting of the Company.

The dividend would be payable to all those Shareholders
whose names appear in the Register of Members as on
September 17, 2026 the record date fixed for this purpose.

Further, pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations’), the Board of Directors of
the Company had formulated a Dividend Distribution Policy
(‘the Policy’) which can be accessed athttps://investor.
hplindia.com/photos/investor-pdf/HPL Dividend Distribution
Policy 240524.pdf

10. Share Capital

As on March 31,2026, the Authorised Share Capital of your
Company is Rs. 70,00,00,000/- comprising of 7,00,00,000
equity shares of Rs. 10/- each. and the paid-up equity share
capital of the Company is Rs. 64,30,04,860/- comprising
6,43,00,486 equity shares of Rs. 10/- each fully paid-up.

11. Public deposits

During the period under report, the Company has not
accepted any deposit within the meaning of Sections 73
and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.

12. Details of Directors or Key Managerial Personnel including
those who were appointed or have resigned during the
year

During the financial year 2025-26, no changes took place in
the composition of the Board of Directors of the Company.

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 and other applicable provisions of the Act, Mr.
Rishi Seth (DIN: 00203469), Managing Director of the
Company, who retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for
reappointment. The Board recommends his re-appointment.

Brief details of Mr. Rishi Seth, Directors being recommended
for appointment / re-appointment as required under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standards have been
furnished in the Notice of 34th Annual General Meeting.

Further, the Board of Directors of the Company has re¬
appointed Dr. (Mrs.) Rashmi Vij (DIN: 01103219) as
Independent Director w.e.f. May 11, 2026 subject to

the approval of the Shareholders and subsequently,
Shareholders approved the appointment of Dr. (Mrs.)
Rashmi Vij (DIN: 01103219) as an Independent Director on
July 07, 2026 by way of Postal Ballot for a second term of 5
years.

Dr. (Mrs.) Rashmi Vij is a person of integrity and possesses
relevant expertise and experience as required for the
Industry in which Company operate.

Mr. Hargovind Sachdev (DIN: 08105319) had been ceased
to be Director of the Company w.e.f. April 12, 2025 due to
completion of his second tenure as Independent Director.

Further, the Board of Directors of the Company in its
meeting held on April 10, 2025 has appointed Mr. Ajit Sood
(DIN: 08458007) as an Additional Directors to be designated
as Independent Director w.e.f. April 13, 2025 subject
to the approval of the Shareholders and subsequently,
Shareholders approved the appointment of Mr. Ajit Sood
(DIN: 08458007) as an Independent Director on July 02,
2025 by way of Postal Ballot for a consecutive period of 5
years.

Mr. Ajit Sood is a person of integrity and possesses relevant
expertise and experience as required for the Industry in
which Company operate.

13. Declaration by Independent Director(s) and reappointment,
if any

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence prescribed under
the provisions of Section 149(6) of the Companies Act,
2013 and Regulation 16 of the SEBI Listing Regulations
2015. Independent Directors also confirmed that they are
not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external influence.

14. Number of meetings of the Board

During the year under report, 5 (Five) meetings of the Board
were held, the details of which forms part of the Corporate
Governance Report.

15. Formal Annual Evaluation of the Performance of the
Board, its Committees and of Individual directors.

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 read with Companies (Amendment) Act, 2017 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the Nomination and Remuneration
Committee has laid down the manner for effective evaluation
of performance of Board, its committees and individual
directors and accordingly the Board of directors has carried

out an annual evaluation of its own performance, board
committees and individual directors.

While evaluating the performance of Board, the Board had
considered the composition and structure of the Board in
terms of size, experience, diversity, effectiveness of the
board process, dissemination of information etc. The Board
gives effective advice and assistance for achieving the
company’s mission and vision.

The performance of the committees was evaluated by
the board taking into consideration the factors such as
composition of the committee; effectiveness of committee
meetings; independence of the committee from the Board
and contribution in decision making by the Board etc. It was
found that their performance and functioning was within the
mandate of the Board besides meeting the expectations of
the Board.

The performance evaluation of all the individual directors
was carried out after taking into account their individual
contribution to the board and committee meetings such
as preparedness on the issues to be discussed, effective
contribution in the discussion on the various agenda items,
whether the independent directors fulfill the independence
criteria as specified in the Companies Act, 2013 and SEBI
Listing Regulations 2015 and their independence from the
management. Therefore, the outcome of the performance
evaluation for the period under report, was satisfactory and
reflects how well the directors, board and committees are
carrying their respective activities.

The independent directors in its separate meeting held on 5th
February, 2026 without the attendance of non-independent
directors and members of management, reviewed -

(a) the performance of non-independent directors and the
Board as a whole;

(b) the performance of the Chairperson of the company,
taking into account the views of executive directors
and non-executive directors; and

(c) the quality, quantity and timeliness of flow of information
between the company management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.

16. Nomination and Remuneration Policy of Directors,
Key Managerial Personnel and other employees of the
Company

As per the provisions of Section 178 of the Companies
Act, 2013, the Board of Directors approved a policy which
lays down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel and
other employees of the Company.

The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to
Directors, Key Managerial Personnel, and other employees.
The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Director and criteria for appointment of Key Managerial
Personnel / Senior Management while making selection of
the candidates. The above policy is available on the website
of the Company at https://www.hplindia.com/photos/investor-
pdf/Nomination%20and%20Remuneration%20Policy.pdf

17. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the
Companies Act, 2013, the Annual Return of the Company is
available on the website of the Company at https://investor.
hplindia.com/annual-return.php

18. Audit Committee

The details pertaining to the composition of the Audit
Committee are included in the Corporate Governance
Report which is a part of this Annual Report.

19. Vigil mechanism/ Whistle Blower Policy

Pursuant to the provisions of Companies Act, 2013 and SEBI
Listing Regulations 2015, the Company has established
a robust vigil Mechanism for directors and employees
to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the
Company’s code of conduct. The Vigil Mechanism Policy
provides that the company investigates in such incidents,
when reported, in an impartial manner and shall take
appropriate action as and when required to do so. The
policy also provides the mechanism for adequate safeguard
against the victimization of Director(s)/employees who avail
the mechanism and also provide for the direct access to
the Chairman of the Audit Committee in exceptional cases.
A vigil Mechanism policy is available on the website of the
company at https://wwwhplindia.com/photos/investor-pdf/
Vigil-Mechanism-Policy.pdf

20. Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations,
the Company has constituted a Risk Management
Committee, the details of which are given in Corporate
Governance Report. The Company has in place a robust risk
management policy to anticipate, identify, measure, manage,
mitigate, monitor and report the risk and uncertainties that
may have an impact to achieve the business objective of
the company. The Company recognizes these risks which
need to be managed and mitigated to protect the interest
of the stakeholders, to achieve business objectives
and enable sustainable growth. The risk management
framework is aimed at effectively mitigating the Company’s

various business and operational risks, through strategic
actions. The Company believes that managing risks helps
in maximizing returns.

An extensive program of internal audits and regular reviews
by the Audit Committee is carried out to ensure compliance
with the best practices.

21. Policy on Material Subsidiary

The Company has framed a Policy on Material Subsidiary
under Regulations 16(c) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, as amended
form time to time, which is available on the website of the
company at https://wwwhplindia.com/photos/investor-pdf/
Policy-for-Determing-Material-Subsidiary.pdf

22. Corporate Social Responsibility (CSR)

It is the responsibility of the corporations operating within
society to contribute towards social and environmental
development that will help in creating a positive impact on
society at large.

The company discharges its CSR obligations either directly
or through publicly registered Implementing Agencies
towards supporting projects in the areas as specified in the
schedule VII of the Companies Act, 2013 for Education and
Health Care.

The Board of Directors approved the CSR Policy of the
Company as formulated and recommended by the CSR
Committee, which is available on the website of the
Company at https://wwwhplindia.com/photos/investor-pdf/
CSR-Policy pdf.A detailed report on Corporate Social
Responsibility as per the provisions of Companies Act, 2013
is annexed as Annexure II.

23. Particulars of Contracts or Arrangements with related
Parties as per Section 188 of the Companies Act, 2013

All the transactions entered into with related parties as
defined under the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the financial
year ended 31st March, 2026 were in the ordinary course of
business and on arm’s length basis. As per the provisions
of Section 177 of the Companies Act, 2013, and Rules
made thereunder read with Regulation 23 of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
from time to time, the Company had obtained the necessary
prior approvals of the Audit Committee for all the related
party transactions. Further, there were no material related
party transactions with promoters & promoter’s group,
directors or Key Management Personnel during the year
under report.

None of the transactions with any of the related parties
were in conflict with the interest of the Company rather, they
synchronize and synergise with the Company’s operations.
The Related Party Transactions are available at Note no. 42
of the Standalone Financial Statements.

24. The Company has framed a Policy on materiality of Related
Party Transactions and on dealing with related party
Transactions in accordance with SEBI Listing Regulations
2015 and Companies Act, 2013, as amended. The Policy
intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between
the Company and related parties. The policy is available on
the website of the company at https://www.hplindia.com/
photos/investor-pdf/Related-Party-Transactions-Policy.pdf
and the Details of Related Party Transactions are annexed
as per Form AOC-2 in Annexure III.

25. Auditors

A) Statutory Auditors

As per the provisions of Section 139(1) of the Companies
Act, 2013, the Company had appointed M/s. Sakshi
& Associates, Chartered Accountants (Regn. No.
025099N) as Statutory Auditors for a period of 5 (Five)
years in the Annual General Meeting of the company
held on 30th September 2022.

Statutory Auditors Report

The observations of the Statutory Auditors in its reports
on the standalone and consolidated financials are self¬
explanatory and therefore do not call for any further
comments.

There was no instance of fraud during the year under
report, which required the Statutory Auditors to report
to the Audit Committee and / or Board under Section
143(12) of Act and Rules framed thereunder.

B) Cost Auditors

As per Section 148 of the Companies Act, 2013, the
company is required to have the audit of its cost records
conducted by a Cost Accountant in practice. Pursuant
to the provisions of Section 148 of the Companies Act,
2013 read with Companies (Cost Records and Audit)
Rules, 2014 and other applicable provisions of the Act,
as amended from time to time, the company is required
to maintain the cost records as specified by the Central
Government and accordingly such accounts and
records were made and maintained for the financial
year ended 31st March, 2026.

The Board of Directors of the Company, on the
recommendation made by the Audit Committee, in its
meetings held on August 10, 2026, have appointed M/s.
M.K Singhal & Co, Cost Accountants, (Firm Registration

No. 00074) of the Company to conduct the audit of cost
records of its certain products specified by the Central
Government under the Companies Act 2013 and
Rules made thereunder. M/s. M. K. Singhal & Co, Cost
Accountants, being eligible, have consented to act as
the Cost Auditors of the Company for the financial year
2026-27.

The remuneration payable to the Cost Auditor of the
Company has been proposed for the ratification by the
members of the Company and shall form part of the
notice of the 34th Annual General Meeting.

The Company has received the Cost Audit Report of the
company for the financial year ended 31st March, 2025
and the same was filed in XBRL mode within due date.

C) Secretarial Auditors

The Shareholders of the Company had appointed, M/s.
AVA Associates, Company Secretaries as Secretarial
Auditors of the Company to conduct Secretarial Audit of
the Company for a first term of 5 (Five) year beginning
from Financial Year 2025-26.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended
31st March, 2026 as submitted by Secretarial Auditor in
Form MR-3 is annexed to this Report as Annexure IV.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the
Secretarial Auditors in their Secretarial Audit Report
that may call for any explanation from the Directors.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial
year ended 31st March, 2026 on compliance of all
applicable SEBI Listing Regulations 2015 and circulars/
guidelines issued thereunder, was obtained from M/s
AVA Associates, Secretarial Auditors, and submitted to
both the stock exchanges. The Secretarial Compliance
Report for the financial year ended 31st March, 2026
is available on the website of the Company at https://
investorhplindia.com/secretarial-compliance-report.php

26. Particulars of Loans, Guarantees or investments
under Section 186 of the Companies Act, 2013

The investment made by the company in the subsidiary
company in the form of equity share capital is disclosed
in the notes to the Audited Financial Statements forming
part of this Annual Report. The company has not given any
loans, guarantees or provided any security in connection
with a loan to any body corporate or person as per section
186 of the Companies Act, 2013 during the period under
report.

27. Particulars of remuneration of Directors/ KMP/Employees

The information required to be disclosed in the Director’s
Report pursuant to Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is set
out in Annexure V to this report.

28. Research and Development

Driven by the continuous thrust of innovation, HPL have
been always committed to deliver next level of products,
Solutions and quality to its customers. It has undertaken
a lot of initiatives to accelerate the customer satisfaction
curve in the upward direction. R&D Centers and Testing
Laboratories have always been a prime chunk of investment
to become as par with emerging technologies and customer
expectations.

All the NABL accredited Testing Laboratories and R&D
centers at HPL are dedicated to develop world-class
products, meeting stringent Quality standards and delivering
customer delight. Teams have been focused to meet the
growing market challenges in the field of Switchgear, LV
Panels, Solar, Lighting, Wiring Accessories and Metering
etc with the early adoption of thriving technologies for our
Products and processes.

Our R&D centers are recognized by DSIR (Department
of Scientific and Industrial Research). Our Gurgaon R&D
center is certified for CMMi V2.0 Maturity Level 3 for design
and development of state of art Smart meters, high end
energy meters, Pre-paid energy meters, panel meters and
centralized system for Street light management system.

We provide metering products along with Web, Desktop,
and Mobile software applications. This end-to-end
solution provides users with real-time system control,
detailed reporting, and actionable insights. By seamlessly
identifying operational waste and optimizing consumption,
the platform enhances user convenience while driving a
dual mandate: minimizing energy losses and maximizing
revenue generation.

Our R&D-Jabli center is recognized by NABL for MCB,
RCCB Products testing.

Our Products are tested as per respective IEC Standards in
third party Labs like CPRI, ERDA, TUV, INTERTEK. We have
approval from Dekra -Netherlands for CB Certificate and
KEMA for multiple Product ranges which will be a global
gateway for International Markets. Recently, the Kundli
plant laboratory has been NABL accredited, which shows
HPL’s efforts in further strengthening its R&D work in the
field of Switchgear & Lighting products.

Also, we are supporting policies of GOI by design & launch
of cutting edge innovative solutions;DC MCB, Smart Prepaid
meters to support smart meter rollout policy. HPL offers

dedicated range of products like ACBs, Smart Automatic
Transfer Switch (ATS), Changeovers, Isolators, MCCBs,
Fuses, MCBs, Solar String Monitoring Solutions , Surge
Protection Devices ,Monitoring Mobile Apps , Software etc
to support Renewable energy generation (e.g. Solar) policy,
indigenous technology & product development for ‘Make in
India’ drive. In line with the revamp & reformations going
on in distribution sector, HPL also offers system based
solutions best suited for distribution applications.

As a leading organization in Metering, Switchgears, Wiring
Accessories segment, we have been participating at various
forums like BIS, IEEMA in formation, update & revision of
standards for metering & Switchgear products.

The R&D units have been continuously keeping shoulder to
the wheel to improve the reliability and life cycle of products
being manufactured at our ISO 9001:2015 certified plants.
Being a responsible contributor towards Health, safety
and environment, HPL offers a broad basket of product
with “CE” Certification. Moreover, all the plants are RoHS
complaint to meet the demands of the new era of business,
globally.

All R&D units are determined to timely delivery of new
products under development with the objective of Meet-
Beat-Supersede the competition in the market. It works on
a cohesive approach to narrow down the gaps in process
from concept to customer. This is being achieved by
detailed Electronic product design, 3D modeling, Software
Simulations, production process centric prototyping and
Prototype validation before commencing tool & complete
product manufacturing. Thereby, increasing the efficiency
of the organization by cutting down the iteration time and
cost during development process.

HPL is continuously working on multiple smart engineering
electrical products to meet the future market demands.
LEDs being called the fourth generation light source, HPL
is keeping itself abreast with innovative lighting products.
HPL have been continuously inclined towards achieving
the milestones for innovative lighting products, Switchgear
Products, Solar Products, Surge Protection Device, ACCL,
RCBO, Higher Rating MCB & DC MCB 500V & 1000V etc.
Multidirectional steps are being taken towards adoption
of emerging trends like Smart Switchgears, Smart meters,
Industry-4.0 enabled manufacturing facilities, Eco friendly
products and packing, Green and sustainable initiatives etc.

29. Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is attached as Annexure VI to this report.

30. Corporate Governance Report

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by Securities
and Exchange Board of India. The report on Corporate
Governance as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms an integral part of
this Report. The requisite certificate from M/s. Sakshi &
Associates, Statutory Auditors of the Company confirming
compliance of conditions of corporate governance is also
annexed to the Corporate Governance Report.

31. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability
Report in terms of the provisions of Regulation 34 of the
SEBI LODR is available as a separate section in the Annual
Report.

32. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 1 24(5) of the
Companies Act, 2013, all unpaid or unclaimed dividends for
a period of seven years are required to be transferred by the
Company to the Investor Education and Protection Fund
(IEPF) established by the Central Government.

The unclaimed dividends in respect of the Financial Year
2018-19 and the shares in respect of which dividend
entitlements remained unclaimed for seven consecutive
years will be due for transfer to the IEPF in the year 2026.
Investors who have not yet claimed these dividends
are requested to contact the Company or the RTA of the
Company for any support required in this regard. Members
are requested to complete requisite formalities for claiming
their unpaid dividend(s), if any, to avoid transfer of such
shares to IEPF.

33. Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies
Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b. 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 at the end of the financial year and of the
profit and loss of the Company for that period;

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

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

e. 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; and

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

34. Disclosure under the sexual harassment of women at
workplace (Prevention, Prohibition and Redressal) Act,
2013

The Company has always believed in providing a safe and
harassment free workplace for every individual working in
the Company premises through various interventions and
practices. The Company always endeavors to create and
provide an environment that is free from discrimination and
harassment including sexual harassment.

The Company has in place robust policy on prevention,
prohibition and redressal of complaints relating to sexual
harassment at workplace which is applicable to the company
as per the provisions of Sexual Harassment of Women at
Workplace (Prevention, prohibition and Redressal) Act, 2013.
The company has complied with the provisions relating to
the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
prohibition and Redressal) Act, 2013.

During the year under report, the company has neither
received nor disposed-off any complaint pertaining to sexual
harassment.

Further, none of the complaints was pending for a period of
more than 90 days.

35. Statement with respect to compliance the provisions of
Maternity Benefit Act, 1961

During the period under review, Company has duly complied
with the applicable provisions of Maternity Benefit Act, 1961.

36. Significant/material orders passed by the regulators

There is no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future.

37. Compliance with Secretarial Standards

The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and approved by the Central
Government under Section 118(10) of the Companies Act,
2013.

38. Internal Financial Control Systems and their adequacy

The Company has adopted policies and procedures for
effective internal controls system. This ensures that all
transactions are authorized, recorded & timely preparation of
reliable financial information, the safeguarding of its assets,
the prevention and detection of frauds and errors. The
Company has an Internal Control System, commensurate
with the size, scale and complexity of its operations.

39. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year under report, as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is also presented in a
separate section forming part of this Annual Report.

40. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule- II
Part B of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
201 5 is annexed to the Corporate Governance Report
forming part of this Annual Report.

41. Disclosure of commission paid to Managing Director or
Whole time directors

There is no commission paid or payable by the company to
the managing director or the whole time directors.

42. Acknowledgement

The Board of Directors acknowledges the continued
co-operation assistance and support the Company has
received from various Government Departments, Banks/
financial Institutions and shareholders. The Board also
places on record its appreciation for the sincere services
rendered by employees of the company at all levels and the
support and co-operation extended by the valued business
associates and the continuous patronage of the customers
of the Company.

For and on Behalf of the Board
For HPL Electric & Power Limited

Lalit Seth

Date : August 10, 2026 Chairman and Whole-time Director
Place : Kundli DIN: 00312007