Your Directors have pleasure in presenting 41st Annual report on the affairs of the Company together with the
Audited Financial Statements for the year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company is summarized below;

Your Company has earned a Profit After Tax (PAT) of Rs. 1,175 Lakhs in the financial year 2024-25 as compared
to PAT of Rs. 589 Lakhs in the previous financial year 2023-24 which achieved 99.58 % growth in the year under
review.

• Consolidated Operating Results:

During the year under review, the consolidated Total Revenue of your company has increased to Rs. 17,128 Lakhs
for the financial year 2024-25 from Rs. 9,889 Lakhs for the previous financial year 2023-24 registering a growth
of 73.20 % in the year under review.

Your Company has earned Profit After Tax (PAT) of Rs. 1,175.22 Lakhs in the financial year 2024-25 as compared
to PAT of Rs. 588.86 Lakhs in the previous financial year 2023-24 which achieved 99.58 % growth in the year
under review.

The Board of Directors is satisfied with the Financial Performance of your Company and assures that all
necessary actions will be initiated for further increasing the income and profitability of the Company in the
years to come.

DIVIDEND:

The Board of Directors of the Company, in its Meeting held on September 02, 2025 recommended a dividend of Re.
0.20/- (Rupee Twenty paisa only) (2%) per Equity share of Rs. 10/- each for the financial year ended on March 31,
2025 (previous year Re. 0.20/- per Equity Share), subject to approval of Members in the ensuing Annual General
Meeting.

The Final Dividend, subject to approval of Members at the Annual General Meeting on September 27, 2025, will be
paid to the Members whose names appear in the Register of Members, as on the date of Book Closure/Record
Date of the Company for the purpose of 41st AGM and Payment of Final Dividend.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to
deduction of income tax at source. Your Company shall, accordingly, make the payment of the Final Dividend
after deduction of tax at source.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2025, is September 19,
2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed dividend
to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies
Act, 2013.

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current
year's classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND
AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual
Report and Accounts.

State Of Company Affairs:

• Standalone Operating Results:

During the year under review, the Standalone Total Revenue of your Company is increased to Rs. 17,128 Lakhs for
the financial year 2024-25 from Rs. 9,889 Lakhs for the previous financial year 2023-24 registering a growth of
73.20 % in the year under review.

TRANSFER TO RESERVES:

There is no amount proposed to be transferred to the
Reserves.

CHANGE OF REGISTERED OFFICE:

During the year under review, there was no change in
the registered office address of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the
business of the Company.

PUBLIC DEPOSITS:

During the year under review, the Company did not
accept any deposits from the public within the ambit
of Section 73 of the Companies Act, 2013 (Act), and
the Companies (Acceptance of Deposits) Rules,
2014 (including any statutory modification/s or re-
enactment/s thereof) for the time being in force.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

During the year, the company has only one joint venture
namely PIGL GEPL JV having its office at F-202 & G-101,
S G Business Hub, Nr. Gota Flyover, S G Highway, Gota,
Ahmedabad- 382470. The Company has 50% share
in profits of PIGL GEPL JV. The Company does not have
any Subsidiary, and associate company.

A statement containing the salient features of financial
statement of our joint venture in the prescribed format
AOC-1 is appended to the financial statements of the
Company.

SHARE CAPITAL:

• Authorised Share Capital:

The Authorized share capital of the Company is Rs.
22,00,00,000 (Rupees Twenty Two Crore only) divided
into 2,20,00,000 equity shares of Rs.10/- each.

• Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the
Company is Rs. 17,48,29,000/- divided into 1,74,82,900
equity shares of Rs.10/- each.

During the financial year 2024-2025, the Company
has issued and allotted 34,39,000 Equity Shares of Rs.
10/- at a premium Rs. 73.75/- as on September 21, 2024
aggregating to Rs. 28,80,16,250/- (Rupees Twenty Eight
Crores Eighty Lakhs Sixteen Thousands Two Hundred
Fifty only), to persons belonging to Non-Promoter
category on Preferential Basis. The said shares are
listed and traded on both the stock exchanges i.e. BSE
Limited and NSE w.e.f. December 18, 2024.

The Company has issued and allotted 50,96,000
Convertible Warrants on preferential basis at an issue
price of Rs. 83.75/- per Warrant (to be converted into
equivalent number of fully paid up equity shares of
face value of Rs. 10/- each at a premium of Rs. 73.75/-
each) as on September 21, 2024. In terms of allotment
of 50,96,000 convertible warrants, the Company had
received the subscription money of Rs. 10,66,97,500/-
being 25% of consideration at Rs. 83.75/- of each
warrant. The company has issued/allotted 14,10,000
equity shares of face value of Rs. 10/- (at a premium
of Rs. 73.75/-) each pursuant to conversion of 14,10,000
convertible warrants (out of total 5096000 convertible
warrants) in to equal number of equity shares. The
Company has received trading approval after the end
of the financial year.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

The Board of Directors of the Company has an
optimum combination of Executive, Non-Executive and
Independent Directors. As on the date of this report,
the Board comprises of 6(Six) Directors, out of which
3 are Executive Directors, 1 is Non-executive Director
and 2 are Non-Executive Independent Directors that
includes one Woman Director. The Chairman of the
Board is a non-executive Director.

The Board of Directors duly met 14 (Fourteen) times
on 06/05/2024, 30/05/2024, 08/07/2024, 01/08/2024,
13/08/2024, 03/09/2024, 21/09/2024, 11/11/2024,

23/11/2024, 04/01/2025, 13/02/2025, 19/02/2025,

17/03/2025 and 26/03/2025 during the year. The
Composition and attendance of each Director at the
Board and Annual General Meeting of each Director
is mentioned in corporate governance report which
forms part of this report.

a) Changes in the Board during the year:

Mr. Rucha Daga (DIN: 07993111) resigned from
the office of Independent director of the
company w.e.f. May 06, 2024. Further, Mr. Amit R.
Uttamchandani (DIN: 10278185) was appointed
as an Additional Director of the company w.e.f
May 06, 2024 whose appointment was further
regularized by the shareholders in the extra¬
ordinary general meeting of the company
held on August 05, 2024.

b) Retirement by rotation:

Pursuant to the Provisions of Section 152 read
with Section 149(13) of the Companies Act, 2013
and the Articles of Association of the Company,
Mr. Sumeet Dileep Agnihotri (DIN: 02026337)
is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible,
offered himself for re-appointment. The Board
on the recommendation of the Nomination
and Remuneration Committee recommends
her re-appointment. As required under the SEBI
Listing Regulations, 2015, particulars of Director
seeking reappointment at the ensuing Annual
General Meeting has been given in the notice
of the 41st Annual General Meeting.

c) Declaration by the independent director

The Company has received declarations
from the Independent Directors of the
Company that they meet with the criteria
of independence as prescribed under Sub¬
section (6) of Section 149 of the Companies
Act, 2013 in compliance of Rule 6(1) and (3) of
Companies (Appointment and Qualifications
of Directors) Rules, 2014 as amended from
time to time and there has been no change
in the circumstances which may affect their
status as independent director during the
year and they have complied with the code of
conduct for Independent Directors prescribed
in Schedule IV of the Companies Act, 2013.

During the year under review, the non¬
executive directors of the Company had no
pecuniary relationship or transactions with
the Company, other than sitting fees and
reimbursement of expenses incurred by them
for the purpose of attending meetings of the
Board /Committee of the Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies
Act, 2013 and Regulation 17 of SEBI Listing
Regulations, the Board has carried out
the annual performance evaluation of its
own performance, performance of the
Chairman, the Committees and independent
Directors without Participation of the relevant
Director. The Nomination and Remuneration
Committee of the Board continuously
evaluates the performance of the Board
and provides feedback to the Chairman of
the Board. The independent directors had a
separate meeting on March 29, 2025 without
the presence of any non-independent
directors and management and considered
and evaluated the Board's performance,
performance of the Chairman and other
non-independent directors and shared their
views with the Chairman. The Board had also
separately evaluated the performance of
the Committees and independent directors
without participation of the relevant director.

e) Key Managerial Personnel

During the Year, Ms. Shefali Kabra, Company
Secretary & Compliance Officer of the
Company had resigned from her post w.e.f.
December 19, 2024. Subsequently, the Board
of Directors at its meeting held on February 13,
2025 and based on the recommendation of
the Nomination and Remuneration Committee
appointed Mr. Maunishkumar Gandhi as the
Company Secretary & Compliance Officer of
the Company w.e.f. December 19, 2024.

As on the date of this report, the following are
the key Managerial Personnel of the company:

Mr. Padmaraj Padmnabhan Pillai- Managing
Director

Mr. Rohit Maheshwari- Chief Financial Officer
Mr. Maunishkumar Gandhi- Company

Secretary

f) Board Committees

As required under the Companies Act, 2013
and SEBI Listing Regulations, 2015, the Board of
Directors has

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Corporate Social Responsibility Committee
A detailed note on the composition of the
Committees, role and responsibilities assigned
to these Committees etc. are mentioned in the
Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c)
of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, Your Directors confirm that
they have:

(i) followed applicable accounting standards,
along with proper explanation relating to
material departures in the preparation of the
annual accounts for the financial year ended
on March 31, 2025;

(ii) 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 of the Company
for the year under review;

(iii) 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;

(iv) prepared the annual accounts for the financial
year ended on March 31, 2025 on a going
concern basis;

(v) had devised proper systems to ensure
compliance with the Provisions of all applicable
laws and such systems were adequate and
operating effectively; and

(vi) laid down internal financial controls to be
followed by the Company and that such
internal financial controls are adequate and are
operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are
as under:

a) Statutory Auditors

In the 40th Annual General Meeting (AGM), M/s.
M A A K & Associates (FRN: 135024W), Chartered
Accountants, were appointed as Statutory
Auditors of the Company for tenure of 5 years
of Second term till the conclusion of the Annual
General Meeting to be held in the year 2029.

The Report given by M/s. M A A K & Associates,
Statutory Auditors on the financial statement of
the Company for the year 2024-25 is a part of
the Annual Report.

The report of the Statutory Auditor does not
contain any qualification, reservation, adverse
remark or disclaimer. The observations made
in the Auditor's Report are self-explanatory and
therefore do not call for any further comments.

During the financial year 2024-25, no frauds
have either occurred or noticed and/or reported
by the Statutory Auditors under Section 143(12)
of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as
amended from time to time).

During the year under review, the Auditors have
not reported any matter under Section 143(12) of
the Act and therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.

b) Cost Auditor

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 and rules thereof and on
the recommendation of the Audit Committee,
the Board of Directors of the Company has
appointed M/s. Mayur Chhaganbhai Undhad
& Co., Cost Accountants, Ahmedabad (Firm
Registration No.: 103961) as the Cost Auditor
of the Company to audit the cost records of
the Company for the financial year ending at
March 31, 2026. Further, as per Section 148 of the
Companies Act, 2013, the remuneration payable
to the Cost Auditor is placed for ratification/
approval of Members at the 41st Annual General
Meeting.

c) Internal Auditor

The Board of Directors has on the
recommendation of Audit Committee, and
pursuant to the provision of Section 138 of the
Companies Act 2013, has appointed Mr. Harshit
Shah & Associates, as an Internal Auditor of the
Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of
the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company engaged
theservicesofM/s.VishwasSharma&Associates,
Firm of Practicing Company Secretaries,
Ahmedabad to conduct the Secretarial Audit of
the Company for the financial year ended March
31, 2025. The Secretarial Audit Report for the
financial year ended March 31, 2025 in Form No.
MR - 3 is attached as 'Annexure A' to this report.
The said report contains certain observation
and qualification which are mentioned here in
under.

The said report contains observation or
qualification which is mentioned as below:

Further, Pursuant to the amended provisions of
Regulation 24A of the SEBI (LODR) Regulations and
Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on September 02, 2025 have approved and
recommended for approval of Members, appointment
of M/s SJV & Associates, Company Secretaries, as
Secretarial Auditor to conduct the Secretarial Audit of
the Company for a term of upto five (05) consecutive
years, to hold office from financial year 2025-26 till
financial year 2029-30. Accordingly, a resolution
seeking approval by the Members is listed in the AGM
Notice as Special Business.

Annual secretarial compliance report

During the period under review, the Company has
complied with the applicable Secretarial Standards
notified by the Institute of Company Secretaries of
India. The Company has also undertaken an audit
for F.Y. 2024-25, in line with SEBI circular no. CIR/CFD/
CMD/l/27/2019 dated February 08, 2019, for all applicable
compliances, in line with the SEBI Listing Regulations
and circulars/guidelines. The Annual Secretarial
Compliance Report is annexed as Annexure- "B"

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

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of
energy : Ni

ii. the steps taken by the company for utilizing
alternate sources of energy : None

iii. the capital investment on energy conservation
equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption
: None

ii. the benefits derived like product improvement,
cost reduction, product development or import
Substitution: None

iii. in case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed:
N.A.

d) If not fully absorbed, areas where absorption
has not taken place, and the reasons thereof:
N.A

e) The expenditure incurred on Research and
Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO :

i. Foreign Exchange Earning :Nil

ii. Foreign Exchange Outgo :Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013:

The Company had not given any loan or guarantees
or provided any security nor made any investments
covered under Section 186 of the Companies Act, 2013
during the year ended on March 31, 2025.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a)

and Section 92 of the Act read with Rule 12 of the
Companies (Management and Administration)Rules,
2014, Annual Return of the Company as at March 31,
2025 is hosted on your Company's website at https://
power-instrumentation.grouppower.org/ .

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.

COMPLIANCE:

The Company has complied with the mandatory
requirements as stipulated under the SEBI Regulations
as and when applicable from time to time. The
Company is regular in submitting and complying
with all the mandatory and event based disclosures
and quarterly report to the stock Exchange as per SEBI
Regulations within the prescribed time limit.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green
Initiative in the Corporate Governance" by allowing
paperless compliances by the Companies and
has issued Circulars stating that service of notice/
documents including Annual Report can be sent by
e-mail to its members.

As a responsible corporate citizen, the Company
welcomes and supports the 'Green Initiative' undertaken
by the Ministry of Corporate Affairs, Government of India,
enabling electronic delivery of documents including
the Annual Report, amongst others, to shareholders at
their e-mail address previously registered with the DPs
and RTAs.

Shareholders who have not registered their e-mail
addresses so far are requested to do the same. Those
holding shares in demat form can register their e-mail
address with their concerned DPs. Shareholders who
hold shares in physical form are requested to register
their e-mail addresses with the RTA.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragraph B
of Schedule V of Securities and Exchange Board of India

(Listing Obligations and Disclosures Requirements)
Regulations, 2015, the detailed Management's
Discussion and Analysis Report is given as an Annexure
"C" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

In accordance with the provisions of the Companies Act,
2013, read with the Companies (Meeting of Board and its
Powers) Rules, 2014 and SEBI Listing Regulations, every
listed Company is required to have a vigil mechanism
for the directors, employees and stakeholders to report
their genuine concerns and grievances.

The Board has, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meetings of Board and its Powers)
Rules, 2014 and the Listing Regulations, framed a
'Whistle Blower Policy and Vigil Mechanism'. The Policy
has been framed with a view to provide a mechanism,
inter alia, enabling stakeholders including Directors,
individual employees of the Company and their
representative bodies to freely communicate their
concerns about illegal or unethical practices and
to report genuine concerns or grievances as also to
report to the management concerns about unethical
behavior, actual or suspected fraud or violation of the
Company's Code of Conduct.

The Whistle Blower Policy was reviewed by the Board
during the year under review to ensure its continued
relevance and to align it with changes in applicable law
and regulations. During the financial year ended March
31, 2025, no Whistle Blower complaints were received
from the employees and Directors of the Company.
Further, no employee or Director was denied access
to the Audit Committee or its Chairman. The Whistle¬
Blower Policy is available on the Company's website
under the following web-link https://grouppower.org/
policies-of-company/.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company is an equal opportunity employer and
consciously strives to build a work culture that promotes
dignity of all employees. Your Company has in place a
robust policy on Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013. The Internal Complaints Committee (ICs) has
been set up to redress complaints received regarding
sexual harassment. It provides a safe haven to all

women, including its regular, outsourced employees
and visitors.

The composition of Internal Complaints Committee is
as follows:

Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 with respect to F.Y. 2024-25 is as
under:

a. Number of complaints pending at the beginning
of the financial year - Nil

b. Number of complaints filed during the financial
year - Nil

c. Number of complaints disposed of during the
financial year - Nil

d. Number of complaints pending as on end of the
financial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal
Control System in place. It has a clearly defined
organizational structure, manuals and standard
operating procedures for its business units and service
entities to ensure orderly, ethical and efficient conduct
of its business. The Company's internal control
system ensures efficiency, reliability, completeness of
accounting records and timely preparation of reliable
financial and management information. It also ensures
compliance of all applicable laws and Regulations,
optimum utilization and safeguard of the Company's
assets.

The adequacy of internal control systems is assessed
through reviews conducted by the internal audit,
statutory auditor, and management. The Audit
Committee collaborates with these entities to identify
weaknesses or deficiencies and recommends
improvements to the management, ensuring effective
implementation. These controls have been assessed
during the year under review taking into consideration
the essential components of internal controls stated
in the Guidance note on Audit of Internal Financial

Controls over financial reporting issued by the Institute
of Chartered Accountants of India. Based on the results
of such assessments carried out by the management,
no reportable or significant deficiencies, no material
weakness in the design or operation of any control was
observed. Nonetheless, your Company recognizes that
any internal control framework, no matter how well
designed, has inherent limitations and accordingly,
Regular audits and review processes ensure that such
systems are re-enforced on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting
the financial position of the Company have occurred
between the end of the financial year of the Company
to which the Financial Statements relate and the date
of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY
REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by
regulators or courts or tribunals impacting the going
concern status and company's operations in future.

STATEMENT REGARDING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your
Company has established a comprehensive risk
management framework with the vision to integrate risk
management with its overall strategic and operational
practices in line with requirements as specified in SEBI
Listing Regulations. The primary objective is to ensure
sustainable and stable business growth supported
by a structured approach to risk management. The
risk management framework includes designing,
implementing, monitoring, reviewing and constantly
improving the risk management procedures for the
organization.

The Company is prone to various risks such as
technological risks, strategic risks, operational risks,
health, safety and environmental risks, financial risks
as well as compliance & control risks. These risks can
have a material adverse impact on the implementation
of strategy, business performance, results, cash flows
and liquidity, stakeholders' value and of course on
reputation.

DECLARATION REGARDING COMPLIANCE BY MEMBERS
OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT
PERSONNEL WITH THE CODE OF CONDUCT OF BOARD OF
DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors of the Company has adopted
code of conduct; followed by all Members of the Board
of Directors and all Senior Management Personnel
of the Company in compliance with the Regulation
26(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. This code is available
on the Company's website: https://grouppower.org/
policies-of-company/.

This is to confirm that the Company has received a
declaration of compliance with the Code of Conduct
as applicable to them from each Member of the Board
of Directors and Senior Management Personnel. A
declaration to that effect is attached to the Corporate
Governance report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL
STANDARDS:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively. During the
year under review, the Company has complied with
the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

VARIOUS POLCIES OF THE COMPANY:

In accordance with the provisions of the Securities
and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015and the
Companies Act, 2013 the Company has formulated,
implemented various policies. All such Policies are
available on Company's website https://grouppower.
org/policies-of-company/ under the Policies sub¬
caption of the Investor Caption. The policies are
reviewed periodically by the Board and updated based
on need and requirements.

CORPORATE GOVERNANCE:

Your Company has been complying with the principals
of good Corporate Governance over the years and is
committed to the highest standards of compliance.
Transparency is the cornerstone of our company's
philosophy, and your Company adheres to all corporate
governance requirements in letter and spirit. All the

Committees of the Board of Directors meet regularly
as required in terms of SEBI Listing Regulations. The
Board of Directors has taken the necessary steps to
ensure compliance with statutory requirements. The
Company's Directors, Key Management Personnel, and
Senior Management Personnel have complied with the
approved 'Code of Conduct for Board of Directors and
Senior Management Personnel'. According to schedule
V of the SEBI Listing Regulations, a declaration to this
effect, signed by the Managing Director and CEO of the
Company, forms part of the Annual Report.

The Report on Corporate Governance, as required
under Regulation 34(3), read along with Schedule V
of the SEBI Listing Regulations, is given in Annexure-
"D". The Auditors' Certificate on compliance with
corporate governance norms is also attached to this
Report. Furthermore, as required under regulation 17(8)
of the SEBI Listing Regulations, a certificate from the
Managing Director & CEO and Director-Finance & CFO
is annexed to this Report.

PARTICULARS REGARDING EMPLOYEES:

Your Company has no employees, who draws the
remunerations in excess of limits specified in Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to the remuneration and other
details as required under Section 197(12) of the Act and
the Rules framed thereunder is enclosed as 'Annexure
E' to this report.

Further, we confirm that no employee employed
throughout the financial year or part thereof received
remuneration in the financial year that, on the
aggregate, was more than that drawn by the Managing
Director and Whole-Time Directors and holds by himself
or along with his spouse and dependent children more
than 2 per cent of the equity shares of your Company.

The Managing Director and CEO, and Whole-Time
Directors of your Company have not received any
remuneration or commission from any of the subsidiary
companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES:

All related party transactions which were entered into
during the financial year were on an arm's length basis
and in the ordinary course of business.

The details of related party transactions are annexed
to this Board Report in Form AOC-2 and marked as

"Annexure - F" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

In accordance with the requirements of the provisions
of Section 135 of the Act, the Company has constituted
a Corporate Social Responsibility ("CSR") Committee.
The composition and terms of reference of the CSR
Committee is covered in the Corporate Governance
Report. Accordingly, the Board has approved the
Corporate Social Responsibility (CSR) Policy. CSR Policy
is available on the website of the Company at https://
grouppower.org/policies-of-company/.

The Annual Report on CSR Activities during the financial
year 2024-25 forming part of this Board's Report is
annexed herewith as "Annexure- G" to this report.

DETAILS OF APPLICATION PENDING FILED OR PENDING
AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or
is pending under the Insolvency and Bankruptcy code,
2016; hence the requirement to disclose the details of
application made or any proceeding pending under
the Insolvency and Bankruptcy code, 2016 during
the year along with their status as at the end of the
financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

No such instance of One-time settlement or valuation
was done while taking or discharging loan from the
Banks/Financial Institutions occurred during the year.

ENCLOSURES:

The following are the enclosures attached herewith
and forms part of the Director's Report:

a. Annexure A: Secretarial Auditors Report in Form
No. MR-3;

b. Annexure B: Secretarial Compliance Report

c. Annexure C : Management Discussion and Analysis
Report;

d. Annexure D: Corporate Governance Report

e. Annexure E: Details of personnel/particulars of
employees;

f. Annexure F: Form AOC-2 (Form for Disclosure of
particulars of contracts/arrangements entered
into by the company with related parties
referred to in sub section (l) of section 188 of
the Companies Act, 2013 including certain arms
length transaction under third proviso thereto)

g. Annexure G: Annual Report on CSR Activities

FORWARD-LOOKING STATEMENTS:

This report contains forward-looking statements that
involve risks and uncertainties.

When used in this Report, the words "anticipate",
"believe", "estimate", "expect", "intend", "will", and other
similar expressions as they relate to the Company
and/or its businesses are intended to identify
such forward-looking statements. The Company
undertakes no obligation to publicly update or revise
any forward-looking statements, whether due to new
information, future events, or otherwise. Actual results,
performance, or achievements may differ materially
from those expressed or implied in such forward¬
looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements
that speak only as on their dates. This Report should be
read with the financial statements and notes included
herein.

ACKNOWLEDGEMENT:

Your Directors would like to record their appreciation
for the enormous personal efforts and collective
contribution of all employees to the Company's
performance. They would also like to thank the
Company's customers, employee unions, shareholders,
dealers, suppliers, bankers, government agencies, and
all stakeholders for their cooperation and support, and
their confidence in the management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF,
FOR, POWER AND INSTRUMENTATION (GUJARAT) LIMITED

PADMARAJ PILLAI SUMEET AGNIHOTRI

Managing Director Chairman & Director

(DIN: 00647590) DIN: 02026337)

Date: September 02, 2025
Place: Ahmedabad