Parth Electricals & Engineering Ltd Directors Report

To the Members,

Parth Electricals & Engineering Limited Vadodara

The Directors are pleased to present the 19 th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION:

Parth Electricals & Engineering Limited The Company has been delivering high-quality products and services in the power sector since 2005. The Company commenced its journey as a service provider and was subsequently incorporated as a private limited company in 2007.

The Company aims to become a preferred and reliable supplier and service provider in the power transmission and distribution sector by continuously enhancing its capabilities, expanding its product offerings, and exceeding customer expectations while fostering mutual growth.

2. FINANCIAL RESULTS:

(Figures in Rs. Lakhs)

Particulars	2025-2026	2024-2025
	(year ended 31 st March,2026)	(year ended 31 st March,2025)
Revenue from operations	19,800.44	17,467.17
Other income	294.25	152.95
TOTAL REVENUE	20,094.69	17,620.12
TOTAL EXPENSES	18,182.37	16,263.80
Profit Before Exceptional and Extra ordinary items and tax	1,912.32	1,356.32
Less: Exceptional items	-	-
Profit Before Extra-ordinary items and tax	1,912.32	1,356.32
Less Extra ordinary items	-	-
Profit Before Tax	1,912.32	1,356.32
Tax Expenses:
Less: Current Tax	527.84	348.20
Less: Deferred Tax	(39.30)	(3.34)
Less: Tax adjustment for earlier years	-	(0.24)
Profit for the Year After Tax	1,423.79	1,011.69

3. OPERATIONAL HIGHLIGHTS AND STATEMENT OF AFFAIRS:

Financial performance:

The Directors are pleased to report a strong financial performance for the year ended March 31, 2026. During the year under review, the Companys total revenue increased to ^20,094.69 lakhs as compared to ^17,620.12 lakhs in the previous financial year, reflecting sustained growth in business operations.

The key financial highlights for the year are as follows:

Operational income:

Operational income increased to ^19,800.44 lakhs from ^17,467.17 lakhs in the previous financial year, demonstrating steady growth in the Companys core business activities.

Other income:

Other income increased significantly to ^294.25 lakhs as against ^152.95 lakhs in the previous financial year.

Profit After Tax (PAT):

Profit After Tax (PAT) stood at ^1,423.79 lakhs for the year under review, as compared to ^1,011.69 lakhs in the previous financial year, registering a substantial growth and reflecting the Companys improved operational efficiency and profitability.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to the General Reserve for the financial year ended 31 st March, 2026. During the financial year 2025-2026, the Company has set off the IPO-related expenses against the Securities Premium Account, in accordance with the applicable provisions of the Companies Act, 2013 and the applicable accounting principles.

5. DIVIDEND:

For the financial year 2025-2026 under review, the Board of Directors has decided to retain the earnings within the Company to further strengthen its financial position and support future growth initiatives, business operations, and strategic priorities. This prudent approach reflects the Boards commitment to creating long-term value and enhancing the Companys overall financial resilience.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) in terms of Section 125 of the Companies Act, 2013, as the company has not declared any dividend in the past.

7. DETAILS OF HOLDING. SUBSIDIARY. JOINT VENTURES AND ASSOCIATES COMPANIES AND THEIR PERFORMANCE AND FINANCIAL POSITION:

The Company does not have any Holding, Subsidiary, Joint Ventures and Associates Companies during the year under review. Further, the Company was neither a holding company, a subsidiary company, a joint venture, nor an associate company of any other entity during the Financial Year under review.

8. CHANGES IN SHARE CAPITAL:

During the financial year under review, there has been no change in the Companys Authorized share capital.

However, the Issued, Subscribed, and Paid-up Share capital increased from Rs.1,001.82 lakhs to Rs. 1,366.80 lakhs.

Accordingly, the Equity Share Capital of the Company as at 31 st March, 2026 as per the details below:

Type of Capital	As at 31 st March, 2026		As at 31 st March, 2025
	No. of shares	Amount (in Rs.)	No. of shares	Amount (in Rs.)
Authorised Share Capital (Equity shares of Rs.10 each)	1,50,00,000	15,00,00,000	1,50,00,000	15,00,00,000
Issued, Paid Up and Subscribed Capital (Equity shares of Rs.10 each fully paid)	1,36,67,955	13,66,79,550	1,00,18,155	10,01,81,550

The increase in the paid-up share capital was attributable to the following allotments:

(A) Preferential Allotments:

1. The Company allotted 5,40,000 (Five Lakh Forty Thousand) Equity Shares of face value Rs.10/- each at an issue price of Rs.170/- per share (including a premium of Rs.160/- per share) on a preferential basis, pursuant to the approval of the shareholders at the Extra-ordinary General Meeting held on April 9, 2025, and the allotment approved by the Board of Directors at its meeting held on May 1, 2025. The said equity shares were issued in dematerialized form, were fully paid-up, and rank pari passu in all respects with the existing equity shares of the Company.

2. Further, the Company allotted 1,85,000 (One Lakh Eighty-Five Thousand) Equity Shares of face value Rs.10/- each at an issue price of Rs.170/- per share (including a premium of Rs.160/- per share) on a preferential basis, pursuant to the approval of the shareholders at the Extra-ordinary General Meeting held on July 16, 2025, and the allotment approved by the Board of Directors at its meeting held on July 21, 2025. The said equity shares were issued in dematerialized form, were fully paid-up, and rank pari passu in all respects with the existing equity shares of the Company.

(B) Initial Public Offer (IPO):

The Company successfully completed its Initial Public Offer (IPO) comprising 29,24,800 Equity Shares of face value Rs.10/- each at an issue price of Rs.170/- per Equity Share (including a share premium of Rs.160/- per Equity Share). The Company also provided a discount of Rs 8/- per share to eligible employees and issued at Rs.162 per share who participate in the IPO, in accordance with the applicable provisions and approvals.

The IPO opened for subscription on August 04, 2025, and closed on August 06, 2025. The basis of allotment was finalized on August 07, 2025. Subsequently, the Equity Shares of the Company were listed on the SME Platform of the National Stock Exchange of India Limited (NSE) with effect from August 11, 2025.

(C) Buy Back of Securities / Sweat Equity Shares / Bonus Shares / Employees Stock

Option Plan (ESOP) / Employee Stock Option Scheme (ESOS):

During the financial year under review, the Company has not undertaken any buyback of securities, issued any sweat equity shares or bonus shares, or provided any stock option scheme, including Employees Stock Option Plan (ESOP) or Employee Stock Option Scheme (ESOS).

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

Pursuant to provisions of Section 186 of the Companies Act, 2013, during the year under review, no loan or guarantee given by the company and no investments in the securities of any other company are made.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

A) Initial Public Offer (IPO)

The IPO comprised a fresh issue and allotment of 29,24,800 Equity Shares of face value Rs.10 each at an issue price of Rs.170 per Equity Share (including a premium of Rs.160 per Equity Share), aggregating to Rs.49.67 crore. The Equity Shares of the Company were successfully listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) on August 11, 2025.

The successful listing marked a significant milestone in the Companys growth journey and reflects its commitment towards enhanced corporate governance, transparency, and long-term value creation for all stakeholders. The ISIN allotted to the Companys Equity Shares is INE1H7V01011.

The Company utilized the total proceeds from the Issue towards funding its growth initiatives and strengthening its financial position. The proceeds were utilized for establishing a GIS manufacturing facility in Gujarat, setting up a manufacturing facility in Odisha, repayment of certain short-term borrowings, and meeting general corporate purposes, including working capital requirements and other business needs, in accordance with the objects of the Issue.

The Statement of Fund utilization of IPO Proceeds as on 31 st March, 2026:

(Rs. in crores)

Sr Item Head No.	Amount as proposed in the Offer Document	Amount utilized	Total Unutilised amount in Rs. Crore as On 31st March 2026
1. Establishing GIS manufacturing facility in Gujarat	20.00	13.09	6.91
2. Establishing manufacturing facility in Odisha	19.00	0.00	19.00
3. Repayment of Short Term Borrowings	15.00	18.71	-3.71
4. General Corporate Purposes	1.79	0.33	1.46
5. Issue related expenses	6.20	5.55	0.65
6. Any other purpose as approved by the Board	Nil	Nil	Nil

B) CIN Change

Pursuant to the successful listing of the Companys Equity Shares on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge), the Corporate Identification Number (CIN) of the Company was changed from U32202GJ2007PLC050751 to L32202GJ2007PLC050751.

Further, the status of the Company on the Ministry of Corporate Affairs (MCA) portal was updated from Unlisted to Listed, reflecting its transition to a publicly listed company following the Initial Public Offering (IPO). This milestone signifies an important step in the Companys growth journey and reinforces its commitment to maintaining high standards of corporate governance, transparency, and shareholder value creation.

C) Establishment of Manufacturing Units

1. Establishing GIS manufacturing facility in Gujarat

In line with the Companys strategic expansion objectives, the Board is pleased to report that the establishment of a GIS (Gas Insulated Switchgear) manufacturing facility is currently under progress. The proposed facility is being developed to design and manufacture compact, reliable, and efficient switchgear solutions for high-voltage electrical networks, enhancing safety, optimizing space utilization, and improving operational performance in applications such as power substations. The manufacturing unit is being set up at Block No. 307/1/2/3, Village: Karachiya, Taluka: Savli, Vadodara - 391310, Gujarat, India. The project is presently in the work-in- progress stage, and the Company is taking necessary steps to complete the development and operationalization of the facility in a phased manner.

2. Establishing manufacturing facility in Odisha

As part of its expansion strategy, the Company is in the process of establishing a new manufacturing facility at Khurda, near Bhubaneswar, Odisha. The proposed facility will be developed on lines similar to the Companys existing Vadodara unit and will manufacture electrical and allied products for power and infrastructure applications. The project is currently under implementation and, upon completion, is expected to enhance the Companys manufacturing capacity, strengthen its regional presence, and contribute to future revenue growth.

3. Development of Skill Development Centre

The Company had established a training and skill development centre at its existing manufacturing facility in Manjusar, Vadodara. The development of the centre was in progress during FY 2025-26 and was aimed at continuous upskilling of the Companys workforce as well as providing training to external participants. The key objectives of the training centre included improved technical proficiency and workforce adaptability, enhanced safety compliance and risk mitigation, strengthening of the Companys reputation in the engineering sector, long-term cost efficiency through reduced errors and improved productivity, and potential revenue generation through external training and certification programmes. This initiative was expected to support the Companys long-term growth by building a highly skilled workforce capable of addressing current and future industry requirements.

11. CHANGE IN NATURE OF BUSINESS:

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

12. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

(ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of the SEBI Listing Regulations.

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance with the code of conduct for independent directors as prescribed in schedule IV to the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold the highest standards of integrity (including proficiency) and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

13. AUDITORS:

a) Statutory Auditors

M/s Mukund & Rohit, Chartered Accountants (Firm Registration No. 113375W), continue to serve as the Statutory Auditors of the Company for a term of five years. Their appointment, which commenced from the financial year 2023-24, shall continue until the conclusion of the Annual General Meeting to be held for the financial year 2027-28.

The Company has received a written confirmation from M/s Mukund & Rohit, Chartered Accountants, confirming that their appointment continues to be in compliance with the provisions of Sections 139 and 141 of the Companies Act, 2013, as amended from time to time.

The Auditors Report on the Standalone Financial Statements for the financial year ended March 31, 2026, forms part of this Annual Report.

Explanations on Qualifications/ Adverse Remarks contained in the Audit Report:

The Statutory Auditors Report for the financial year 2025-26 does not contain any qualification, reservation, adverse remark, or disclaimer.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Company appointed Mr. Ranjitkumar Singh of M/s. Ranjit & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the financial year 2025-2026.

Secretarial Audit Report

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is annexed to the Boards Report as Annexure - I and forms part of this Annual Report. The Report has no material qualifications, reservations, adverse remarks or disclaimer therein for the FY 2025-2026.

Certificate of Non-Disqualification of Directors

{ Pursuant to Regulation 34(3) read with amended Schedule V (C)(10)(i) of the SEBI (LODR) Regulations, 2015 }

The Company has obtained the certificate from Mr. Ranjitkumar Singh of M/s. Ranjit & Associates, Practicing Company Secretaries, Vadodara that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the same is annexed to Secretarial Audit Report as Annexure - I, which forms an integral part of this Annual Report.

c) Internal Auditors

The Company has an adequate internal audit system commensurate with the size and nature of its business. M/s. Dushyant J. Dalal & Co., Chartered Accountants, Vadodara (Firm Registration No. 102799W), act as the Internal Auditors of the Company and conduct half-yearly internal audits of its operations, systems, and processes.

The Internal Auditors review the adequacy and effectiveness of internal controls and risk management processes and submit their observations and recommendations to the Audit Committee. Their findings are presented to the Audit Committee on a halfyearly basis.

d) Cost Auditors

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the Company is required to maintain cost records as specified by the Central Government. Cost Audit is also applicable to the company for the F.Y. 2025-2026.

M/s. Chetan Gandhi & Associates, Cost Accountants, Vadodara (Firm Registration No. 101341), were appointed as the Cost Auditors of the Company to conduct the audit of the cost records for the financial year 2025-26.

e) Tax Auditors

Pursuant to the provisions of Section 44AB of the Income-tax Act, 1961, the Company is required to have its accounts audited by a Chartered Accountant. Accordingly, the Company has appointed M/s. Darshan Hareshkumar Shah, Proprietor of Darshan Shah & Co, Chartered Accountant (Firm Registration No. 158345W) as the Tax Auditor of the Company for conducting the tax audit for the financial year ended March 31, 2026.

14. FRAUDS REPORTED BY AUDITORS:

During the financial year under review, the Statutory Auditors of the Company have not reported any instance of fraud committed by the Companys officers or employees under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors. Accordingly, no details are required to be disclosed under this section.

15. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its future operations.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

(a) Conservation of energy:

(i) The steps taken or impact on conservation of energy - No specific energy conservation measures were undertaken during the year.

(ii) The steps taken by the company for utilising alternate sources of energy - The

Company has installed a 170 KW solar power generation system at its factory and has started utilising solar energy as an alternate source of energy for its operations, thereby reducing dependence on conventional sources of power.

(iii) The capital investment on energy conservation equipment - The Company has made capital investment towards installation of a solar power system during the financial year.

(b) Technology absorption:

(i) The efforts made towards technology absorption - The Company continues to prioritize the enhancement of its manufacturing capabilities through ongoing upgradation of technology and facilities.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - The Companys installation of a fully automatic powder coating plant has resulted in improved product quality and coating consistency, enhanced production efficiency, reduced material wastage and manual intervention, and improved surface finish of products.

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

a) Details of the technology imported - Not Applicable

b) The year of import - Not Applicable

c) Whether the technology has been fully absorbed and if not, areas where

absorption has not taken place, and the reasons thereof - Not Applicable

(iv) The expenditure incurred on Research and Development: Rs.76.70 in lakhs

(c) Foreign exchange earnings and Outgo:

(figures in Rs. lakhs)

Particulars	2025-2026	2024-2025
Foreign Exchange Earnings	-	-
FOB Value of export	3,102.69	-
Net gain/(loss) on foreign currency	(5.72)	12.39
Foreign Exchange Expenditure	-	-
Foreign Travel expense	26.80	2.75
License Fees	10.62	-

17. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits covered under the provisions of the Companies (Acceptance of Deposits) Rules, 2014.

As on March 31, 2026, the Company had outstanding secured borrowings of Rs.1,715.93 lakh from banks. The Company had no outstanding unsecured loans from directors or their relatives as on that date.

18. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Company has carried out the annual evaluation of the performance of the Board of Directors during the year under review.

The evaluation process was carried out in accordance with the criteria approved by the Board, covering various aspects such as the effectiveness of the Boards functioning, contribution of Directors, adequacy of information provided to the Board, and overall governance practices.

19.BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES THEREOF:

(a) Board of Directors

During the year under review, there were no changes in the composition of the board of directors of the Company.

At the end of the year following are the directors of the Company:

Sr No. Name of Directors	Designation	Date of Appointment
1. Jigneshkumar Gordhanbhai Patel	Managing Director	01/01/2025
2. Jemini Jigneshkumar Patel	Whole-time director	01/01/2025
3. Karuna Advani	Independent director	28/09/2024 (in AGM)
4. Ravindra Badaya	Independent director	10/12/2024
5. Prashant Patel	Independent director	28/09/2024 (in AGM)

Based on the confirmation received from the Directors, neither of these Directors are disqualified under Section 164(2) of the Act.

(b) Changes in Key Managerial Personnel (KMP)

During the year under review, there were changes in the Key Managerial Personnel of the Company. Mr. Vineet Shaw, Company Secretary, resigned from his position with effect from October 31, 2025. Further, the Board approved the appointment of Ms. Vaishali Patel as the Company Secretary, with effect from November 1, 2025.

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel of the Company:

Sr No. Name of KMP	Designation
1. Jigneshkumar Gordhanbhai Patel	Managing Director
2. Jemini Jigneshkumar Patel	Whole-time director
3. Bhavin Kishorbhai Chavda	Chief Financial Officer
4. Vineet Shaw (upto 31/10/2025)	Company Secretary
5. Vaishali Patel (w.e.f. 01/11/2025)	Company Secretary

20. BOARD MEETINGS:

During the year under review, 12 Board Meetings were convened and held as per the details provided in below table:

Sr Date of Board No. Meetings	Total Number of Directors as on Date of the Meeting	No. of Directors Attended	% of Attendance
1. 07-04-2025	5	5	100%
2. 01-05-2025	5	5	100%
3. 14-07-2025	5	5	100%
4. 21-07-2025	5	5	100%
5. 24-07-2025	5	5	100%
6. 01-08-2025	5	5	100%
7. 07-08-2025	5	5	100%
8. 07-08-2025	5	5	100%
9. 07-08-2025	5	5	100%
10. 08-08-2025	5	5	100%
11. 31-10-2025	5	5	100%
12. 24-02-2026	5	5	100%

The gap between any two consecutive Board Meetings was within the maximum period prescribed under Section 173 of the Companies Act, 2013.

21. COMMITTEE MEETINGS:

During the year under review, the following Committee meetings were held and convened:

Sr Type of meeting No.	Date of Committee Meeting	Directors as on the date of meeting	Number of directors Attended
01. Audit Committee	14/07/2025	3	3
02. CSR Committee	14/07/2025	3	3
03. Audit Committee	24/07/2025	3	3
04. Audit Committee	31/10/2025	3	3
05. Nomination & Remuneration Committee	31/10/2025	3	3
06. Audit Committee	21/02/2026	3	3
07. Nomination & Remuneration Committee	21/02/2026	3	3
08. Stakeholder & Relationship Committee	21/02/2026	3	3
09. Independent Directors Meeting	21/02/2026	3	3

22. GENERAL MEETING:

During the year under review, the Annual General Meeting (AGM) of the Company was held on July 30, 2025. Further, the Company convened and held two Extra-Ordinary General Meetings (EGMs) on April 9, 2025, and July 16, 2025.

23-COMMITTEE OF DIRECTORS:

(a)Audit Committee of directors

Composition:

The constitution of the Audit Committees meets the requirement of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The audit committee comprises of:

Name of Members	Category	Membership
Mr. Ravindra Badaya	Non-Executive Independent Director	Chairperson
Mr. Prashant Patel	Non-Executive Independent Director	Member
Mrs. Karuna Advani	Non-Executive Independent Director	Member

During the Financial year 2025-26, the Audit Committee met 4(four) times. All the decisions and recommendations made by the Committee were approved by requisite majority of the Members of the Committee.

Terms of reference of the Committee contains:

- Oversee the financial reporting process of the Company.

- Review financial results and disclosures to ensure financial statements are accurate, adequate, and credible.

- Oversee related party transactions by formulating and implementing the related party transaction policy, including materiality thresholds, approving or modifying such transactions, reviewing transactions approved under omnibus approvals on a quarterly basis, and ensuring adequate internal financial controls and risk management systems.

- Recommend the appointment, re-appointment, replacement, remuneration, and terms of appointment of auditors, including audit fees.

- Evaluate the performance, independence, and effectiveness of statutory and internal auditors and the audit process.

- Approve payments to statutory auditors for services other than statutory audit.

- Review quarterly, half-yearly, and annual financial statements before submission to the Board.

- Assess the adequacy and effectiveness of internal financial controls and risk management systems.

- Oversee the Companys vigil mechanism and address grievances related to victimization of whistleblowers in appropriate and exceptional cases.

(b) Nomination & Remuneration Committee of directors Composition:

The constitution of the Nomination and Remuneration Committee meets the requirement of section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee comprises of:

NameofMembers	Category		Membership
Mr. Prashant Patel	Non-Executive Independent Director		Chairperson
Mr. Ravindra Badaya		Non-Executive Independent Director		Member
Mrs. Karuna Advani		Non-Executive Independent Director		Member

During the Financial year 2025-26, the Nomination & Remuneration Committee met 2(two) times. All the decisions and recommendations made by the Committee were approved by requisite majority of the Members of the Committee.

Terms of reference of the Committee contains:

- Formulate criteria for determining the qualifications, positive attributes, and independence of directors, and recommend the Remuneration Policy to the Board.

- Establish criteria for evaluating the performance of independent directors and the Board.

- Develop and oversee the Board Diversity Policy.

- Identify qualified candidates for directorships and senior management positions, and recommend their appointment, promotion, or removal.

- Review and recommend manpower plans, budgets, and the creation of new senior management positions.

- Evaluate and recommend the termination of directors appointments for cause or other appropriate reasons.

- Make recommendations to the Board regarding the appointment, promotion, and removal of senior management personnel.

- Ensure an appropriate balance between fixed and incentive compensation, aligned with the Companys short- and long-term performance objectives.

(c) Stakeholder & Relationship Committee Composition:

The constitution of the Stakeholders Relationship Committee meets the requirement of section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Stakeholders Relationship Committee comprises of:

NameofMembers	Category	Membership
Mrs. Karuna Advani	Non-Executive Independent Director	Chairperson
Mr. Prashant Patel	Non-Executive Independent Director	Member
Mr. Ravindra Badaya	Non-Executive Independent Director	Member

During the Financial year 2025-26, the Nomination & Remuneration Committee met 1(one) time. All the decisions and recommendations made by the Committee were approved by requisite majority of the Members of the Committee.

Terms of reference of the Committee contains:

Safeguard the interests of shareholders, debenture holders, and other security holders.

.Resolve and monitor investor grievances relating to shares, debentures, dividends, annual reports, certificates, and general meetings.

Review and facilitate share transfers, transmissions, dematerialisation, rematerialisation, and issuance of duplicate or consolidated certificates.

Review measures for effective exercise of shareholders voting rights.

Monitor the performance and service standards of the Registrar and Share Transfer Agent and recommend improvements in investor services.

Review initiatives to reduce unclaimed dividends and ensure timely communication and distribution of shareholder-related documents and benefits.

Perform such other functions as may be delegated by the Board or prescribed under applicable laws and regulations.

(d) Corporate Social Responsibility Committee Composition:

As required under the Companies (CSR Policy) Rules, 2014, provisions of Corporate Social Responsibility (CSR) are applicable during the year under review.

The Corporate Social Responsibility Committee comprises of:

Name of Members	Category	Membership
Mr. Jigneshkumar Gordhanbhai Patel	Managing Director	Chairperson
Mrs. Jemini Patel	Whole-time Director	Member
Mrs. Karuna Advani	Non-Executive Independent Director	Member

Terms of reference of the Committee contains:

Formulate and recommend the CSR Policy, including guiding principles, annual action plan, and activities as per Schedule VII of the Companies Act, 2013; review and revise as required.

Identify CSR partners and programs.

Recommend and review CSR expenditure and its allocation across programs.

Delegate responsibilities to the CSR team and oversee execution.

Monitor implementation of CSR activities and issue necessary directions for timely completion.

Assist the Board in ensuring compliance with prescribed CSR spending requirements.

Provide explanations to the Board for any shortfall in CSR spending.

Update the Board on CSR activities at least every six months.

Address any other matters as directed or approved by the Board.

Exercise powers as per Section 135 of the Companies Act, 2013.

24. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5)(c) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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

2. That the Directors have selected such accounting policies and applied them consistently 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 at the end of the financial year and of the profit and loss of the company for the year under review;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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.

25. DISCLOSURE OF PARTICULARS OF EMPLOYEES UNDER SECTION 197(121 OF THE COMPANIES ACT, 2013:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Jigneshkumar Gordhanbhai Patel	26.14:1	Not Applicable
Jemini Jigneshkumar Patel	18.67:1	Not Applicable
Bhavin Kishorbhai Chavda	1.94:1	Not Applicable
Vineet Amarnath Shaw (up to 31/10/2025)	0.33:1	Not Applicable
Vaishali Jagdishbhai Patel (w.e.f. 01/11/2025)	0.50:1	Not Applicable

2. The median remuneration of employees of the company during the financial year:Rs.26,780 p.m.

3. The number of permanent employees on the rolls of the Company: 270

4. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

5. The Company affirms that the remuneration paid to its Directors, Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company. The particulars of employees as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided below.

6. We, hereby affirm that pursuant to Rule 5(1)(xii) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company. The statement containing the particulars of the top ten employees in terms of remuneration drawn during the Financial Year 2025-26 are as follows:

Sr Name No.	Designation	Remuneration (Rs.)	Nature of Employment- Contractual / Permanent	qualifications and experience of the employee;	Date of Commencement	Age	% of Equity shares held in Co.	last employment held by such employee before joining the company	Whether relative of any Director, if any
01. Jigneshk umar Gordha nbhai Patel	Managing Director	84,00,000	Permanent	B.E. Elec & 19 Years experience	01-04-2006	52	52.32	YES	YES
02. Jemini Jigneshk umar Patel	Whole Time Director	60,00,000	Permanent	BSC & 18 Years experience	01-04-2007	51	10.21	NO	YES
03. Darshan Shukla	Technical Director	14,95,000	Permanent	BEE & 7 Months experience	01-09-2025	54	0.01	YES	NO
04. Sanjay Chandra kant Patel	General Manager- works	12,27,960	Permanent	B. Com, Diploma in Material Management & 10 Years experience	01-07-2016	55	0	YES	NO
05. Pankaj kumar Nayak	Senior Manager - Service	11,46,714	Permanent	D.E.E. & 18 Years experience	16-07-2016	50	0.02	YES	NO
06. Dipesh Kamothi	Senior Manager - Service	10,41,114	Permanent	D.E.E. & 14 Years experience	09-05-2011	42	0.01	YES	NO
07. Rajesh Prajapati	Senior Manager Production	10,34,184	Permanent	D.E.E. & 10 Years experience	01-07-2016	47	0	YES	NO
08. Brijeshk umar Pravinku mar Patel	Manager - Service	10,32,579	Permanent	B.COM & 20 Years experience	01-08-2005	43	0	NO	NO
09. Shaurin Ashvinbhai Patel	Senior Manager Fabrication & Design	9,80,062	Permanent	D.M.E. & 10 Years experience	01-07-2016	42	0	YES	NO
10. Ram Dutt Dadhich	Head- Corprorate Affairs & HR	8,27,274	Permanent	B.E.(Ele), MBA & 19 Years experience	01-12-2006	74	0.01	YES	NO

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to ensure the well-being of the community and environment in which it operates. Corporate Social Responsibility (CSR) forms an integral part of our business activities. The Companys CSR Policy also reflects the Companys commitment towards society and environment. The CSR initiatives are carried out by the Company through a variety of effective programs in accordance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013, and rules made thereunder.

During FY 2025-2026, the Company undertook CSR activities in accordance with its CSR Policy.

The Corporate Social Responsibility Committee and the Board of Directors closely review and monitor, from time to time, the various CSR activities undertaken by the Company.

The brief outline of the CSR Policy, composition of the CSR Committee, details of CSR expenditure, CSR initiatives undertaken during the year, and the Chief Financial Officers certificate, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure - II.

27. MAINTENANCE OF COST RECORDS:

In compliance with the above provisions, the Company ensures the preparation and maintenance of cost records of the Company on annual basis, the cost audit is also applicable to the company, which was carried by the M/s. Chetan Gandhi & Associates, Cost Accountants, Vadodara (Firm Registration No. 101341).

28. CREDIT RATINGS:

We wish to inform you that the Company has obtained a credit rating from CARE Ratings Limited. The details are as follows:

Name of the credit rating agency	CARE Ratings Limited (Care Ratings)
Date of Rating	1 st July ,2025
Credit rating obtained in respect of various securities	Lon g Term / Short Term Bank Facilities

Facilities	Amount crore)	Rating	Rating Action
Long Term Bank Facilities	20.50 (Reduced from 23.00)	CARE BBB-; Stable	Upgraded from CARE BB+; Positive
Long Term / Short Term Bank Facilities	27.00 (Enhanced from 17.00)	CARE BBB-; Stable / CARE A3	Upgraded from CARE BB+; Positive / CARE A4+

The upgrade in the Companys credit rating reflects an improvement in its credit profile as assessed by CARE Ratings. The assigned ratings indicate moderate safety regarding the timely servicing of financial obligations and carry a stable outlook.

Sr No. Particulars	Number of Complaints
1. Number of complaints pending at the beginning of the year	Nil
2. Number of complaints received during the financial year	Nil
3. Number of complaints disposed of during the financial year	Nil
4 Number of complaints pending as at the end of the financial year	Nil
5 Number of Workshops of awareness program against sexual harassment carried out	Nil

29. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder.

The Company is committed to providing a safe, secure and conducive work environment for all its employees and women stakeholders. The Company believes that every individual has the right to be treated with dignity and respect and is dedicated to maintaining a workplace free from sexual harassment.

A POSH Committee has been constituted to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The policy covers all employees of the Company, including permanent, contractual, temporary employees, trainees and interns, and extends protection to all women stakeholders associated with the Company.

The following is the summary of sexual harassments complaints received and disposed of during the financial year ended March 31, 2026:

30.MATERNITY BENEFIT ACT. 1961:

The Company has complied with respect to the provisions relating to the Maternity Benefit Act 1961.

31. SECRETARIAL STANDARDS:

The Company has complied with the applicable mandatory Secretarial Standards, as specified by the Institute of Company Secretaries of India (ICSI), regarding the conduct of Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

32. LISTING WITH STOCK EXCHANGES:

During the financial year 2025-26, the equity shares of the Company are listed on the below stock exchange:

Name	Address	Symbol
National Stock Exchange of India Limited (SME Platform w.e.f. 11/8/2025)	Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400051	PARTH

33. RISK MANAGEMENT POLICY:

The Company has established a comprehensive Risk Management Framework to identify, assess, monitor and mitigate risks that may affect the achievement of its business objectives. The Risk Management Policy provides a structured approach for recognizing potential risks and opportunities and implementing appropriate measures to manage them effectively.

The key risks identified by the management include:

Plant Operations (Baroda Complex)

Marketing

Projects

Procurement and Purchase Finance

Human Resources Information Technology

The Company has implemented appropriate internal controls and mitigation measures to address the identified risks. These measures are regularly reviewed and updated to align with changes in the business environment and regulatory requirements. The management believes that the risks threatening the Companys existence are minimal and are adequately managed through the established risk management practices.

The detailed Risk Management Policy of the Company is available on the Companys website at https://parthelectricals.in/investor-relations

34.DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

A Vigil Mechanism/Whistle Blower Policy provides a channel to the employees to report to the management cases relating to unethical behaviour, actual or suspected fraud or violation of the Companys codes of conduct or ethics policy. The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide the adequate safeguards against victimization of employees and direct access to the Chairman of the Audit Committee. Further, it is affirmed that no personnel of the Company have been denied access to the Audit Committee during the FY 2025-2026.

The Vigil Mechanism/Whistle Blower Policy is available on Companys website at https://parthelectricals.in/investor-relations

35. INTERNAL FINANCIAL CONTROLS:

The Company has established and maintains adequate internal financial control systems that are commensurate with the nature, size, and complexity of its business operations. These controls, supported by well-defined policies and procedures, are designed to ensure the accuracy and reliability of financial reporting, compliance with applicable laws, regulations, and internal policies, and the safeguarding of assets. The systems also aim to promote the efficient and economical utilization of resources while ensuring effective risk management and operational effectiveness.

36. RELATED PARTIES TRANSACTIONS:

The particulars of contracts or arrangements entered into with related parties pursuant to Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arms length basis. The transactions entered with related parties are periodically placed before the Audit Committee for review and approval.

Details of related party transactions entered by the Company, in terms of Accounting Standard-18 have been disclosed in the notes to the financial statements forming part of this Report. During the FY 2025-2026, there were no material Related Party Transactions made by the Company. So, AOC-2 is not required by the company.

37. DETAILS UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

38. 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:

The Company has not undergone any one-time settlement and accordingly the Company has no information to offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the valuation date while taking loan, if any.

39. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report at Annexure - III.

40. ANNUAL RETURN:

The Annual Return of Company for the Financial Year 2025-2026 will be available on the Companys website at https://parthelectricals.in/

41. CORPORATE GOVERNANCE REPORT:

This is to inform you that Corporate Governance Report under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) 2015 is not applicable.

The Company is claiming exemption under Regulation 15(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Corporate Governance provisions shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

The Company is not required to submit Corporate Governance Report for the year ended 31 st March, 2026. However, as a measure of good corporate governance and in the interest of transparency, the Company has voluntarily provided certain corporate governance disclosures in this Annual Report as Annexure - IV.

42. ACKNOWLEDGMENTS:

The Chairman and the Board of Directors of the Company take this opportunity to express their gratitude to the Companys bankers and acknowledge the continuous support received from all stakeholders, including shareholders, employees, valued customers, suppliers, bankers, and business associates.

The Board also extends its special appreciation to all employees for their dedication, hard work, and loyalty, which are vital to the Companys success, and remains confident that with their continued support, the Company will achieve its goals and create lasting value in the years to come.

	On behalf of the Board
	For PARTH ELECTRICALS & ENGINEERING LIMITED
Date: 24/08/2026	Jigneshkumar Gordhanbhai Patel
Place: Vadodara	Chairperson
	DIN:02467519