Power & Instrumentation (Gujarat) Ltd Directors Report

Dear Members,

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;

(Rs. In Lacs)

Particulars	Standalone		Consolidated
	For the year ended March 31,2025	For the year ended March 31,2024	For the year ended March 31,2025	For the year ended March 31,2024
Gross Total Income (Includ- ing other Income)	17,128	9,889	17,128	9,889
Total Income	17,128	9,889	17,128	9,889
Profit / (Loss) before Depre- ciation, finance cost, excep- tional items & tax expense	1,959	1,236	1,959	1,236
Less: Depreciation/ Amorti- zation/ Impairment	25	22	25	22
Less: Interest	338	441	338	441
Profit / (Loss) Before Tax	1595	773	1595	773
Less: Current Tax	441	183	441	183
Less: MAT Credit	-	-	-	-
Add: Deferred Tax	(21)	1.00	(21)	1.00
Net Profit / (Loss) After Tax	1,175	589	1,175	589
Other Comprehensive In- come after Tax	(20)	3.00	(20)	3.00
Total Comprehensive In- come for the year	1,155	592	1,156	593

Note: Previous years figures have been regrouped/ reclassified years 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.

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 financialyear 2023-24 which achieved 99.58 % growth in the year under theprevious 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.

Financial year	Date of Declaration of Dividend	Dividend per Equity share (In Rs.)	Due Date for transfer unpaid/un- claimed amount to IEPF	Amount not paid/ claimed as on March 31, 2025 (In Rs.) (After TDS Deducted)
2022-23	29/09/2023	0.20	29/10/2030	13,154.40
2023-24	30/09/2024	0.20	30/10/2031	74,471.60

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 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 50,96,000of PIGL GEPL JV. The Company does not have 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.

STATEMENT OF VARIATION AND DEVIATION

The Objects for which funds have been raised and where there has been a deviation, in the following table: (Rs. In lakhs) (Rs. In Lacs)

Original Object	Modified Object, if any	Original Alloca- tion	Modified allocation, if any	Funds Utilised	Amount of Deviation/ Variation For the quarter According to applica- ble object	Remarks if Any
For funding current/future expansion plans /activities of the Company, working capital requirements, ac- quisition of stake in M/s. Peaton Electrical Company Limited and other general corporate purposes of the Company, its working cap- ital and general corporate purposes	N.A.	2,880.16	N.A.	2,880.16	NIL	Amount received towards issue and allotment of Equi- ty shares on preferential basis
For funding current/future expansion plans/activities of the Company, working capital requirements, ac- quisition of stake in M/s. Peaton Electrical Company Limited and other general corporate purposes of the Company, its working cap- ital and general corporate purposes	N.A.	1066.98	N.A.	1066.98	NIL	Amount received towards issue and allotment of Warrants upon receipt of 25% of the total consideration of total Warrants issued on preferential basis
For funding current/future expansion plans /activities of the Company, working capital requirements, ac- quisition of stake in M/s. Peaton Electrical Company Limited and other general corporate purposes of the Company, its working cap- ital and general corporate purposes N.A.	N.A.	345.47	N.A.	345.47	NIL	Amount received towards allot- ment upon receipt of 75% of the total consideration of 550000 upon Conversion of Warrants in to Equity shares on preferential basis

(Rs. In Lacs)

Original Object	Modified Object, if any	Original Alloca- tion	Modified allocation, if any	Funds Utilised	Amount of Deviation/ Variation For the quarter According to applica- ble object	Remarks if Any
For funding current/future expansion plans /activities of the Company, working capital requirements, ac- quisition of stake in M/s. Peaton Electrical Company Limited and other general corporate purposes of the Company, its working cap- ital and general corporate purposes	N.A.	157.03	N.A.	157.03	NIL	Amount received towards allot- ment upon receipt of 75% of the total c o n s i d e r a t i o n of 250000 upon Conversion of Warrants in to Equity shares on preferential basis
For funding current/future expansion plans /activities of the Company, working capital requirements, ac- quisition of stake in M/s. Peaton Electrical Company Limited and other general corporate purposes of the Company, its working cap- ital and general corporate purposes	N.A.	383.16	N.A.	383.16	NIL	Amount received towards allot- ment upon receipt of 75% of the total consid- eration of 610000 upon Conversion of Warrants in to Equity shares on preferential basis

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 extraordinary 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 Boards 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 Auditors 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 the services of M/s. Vishwas Sharma & 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

Qualification	Explanation
During the year, the company failed to lock in the pre-preferential holding from the rele- vant date up to a pe- riod of 90 trading days from the date of Trad- ing approval of one al- lottee and received an advisory letter dated November 11, 2024 from the SEBI for violation of Regulation 167(6) of Se- curities and Exchange Board of India (ICDR) Regulation, 2018.	The management has clar- ified that, due to inadver- tence, there was delay in lock in pre preferential hold- ing of the allottee and upon receipt of knowledge of pre preferential holding of the allottee, the Company has initiated the Lockin of the said pre-prefrential shares and the shares have been locked in as per the require- ment of Regulation 167(6) of the SEBI (ICDR), Regulations, 2015.
	Further, Management as- sured that the Company will be more cautious in com- pliance with SEBI Regula- tions and other allied laws and rules made thereunder.

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 Companys 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 Companys 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 welcomesandsupportsthe‘GreenInitiativeundertaken 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.

MANAGEMENTS 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 Managements 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 Companys 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 Companys 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:

Name of Director	Designation
1. Ms. Kavita Pillai	Chairman
2. Ms. Pooja N. Panwar	Deputy General Manager
3. Mr. Jesal Majmudar	Assistant Manager

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 Companys internal control system ensures efficiency, reliability, 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 Companys 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 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: by No significant regulators or courts or tribunals impacting the going concern status and companys 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

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 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 deficiencies, nomaterial 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 Companys 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 Companys 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.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or sus- pected fraud or violation of the Companys code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accor- dance with the applicable provisions.
Policy for determination of materiality of events	This policy applies for determining and disclos- ing material events taking place in the Company.
Code of conduct for Director(s)and Senior Management Personnel	The policy formulates the criteria for determining qualifications/competen - cies/positive attributes and independence related to the appointment, re- moval and remuneration of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other em- ployees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides for framework for dealing with the securities of the Company in mandated manner.

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 companys 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 Companys 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 corporate governance norms is also attached to this Report. Furthermore, as required under regulation 17(8) of the SEBI Listing Regulations, a certificate 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 arms 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 Boards 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 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 Directors 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 (1) 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 Companys performance. They would also like to thank the Companys 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