CG Power & Industrial Solutions Ltd Directors Report

Directors Report

TO

THE MEMBERS

Your Directors are pleased to present their Eighty-Ninth Annual Report on the business and operations of your Company along with the audited financial statements, both standalone and consolidated, for the financial year ended 31 March, 2026.

COMPANY PERFORMANCE

Your Companys standalone revenue from operations was Rs.11,331 crores during the year under review, compared to Rs.9,329 crores in the previous year, representing a YoY growth of 21%, and the consolidated revenue from operations was Rs.12,418 crores compared to Rs.9,909 crores in the previous year, representing a YoY growth of 25% over the previous year.

Your Companys financial performance for the year ended 31 March, 2026 as compared to the previous year is given in the Table below. COMPANY FINANCIAL HIGHLIGHTS (in Rs.crores)

	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	11,331	9,329	12,418	9,909
EBITDA (with other income)	1,894	1,435	1,870	1,467
Less: Finance cost	7	6	12	7
Less: Depreciation and amortisation expenses	94	87	196	112
Profit before share of profit / (loss) of associate, exceptional items and tax	1,793	1,342	1,662	1,348
Share of profit / (loss) of associate	-	-	-	-
Profit before exceptional items and tax	1,793	1,342	1,662	1,348
Exceptional items (net)	(36)	-	(36)	-
Profit before tax	1,757	1,342	1,626	1,348
Less: Tax Expense	440	368	430	375
Profit from continuing operations	1,317	974	1,196	973
Less: Minority Interest	NA	NA	(8)	(2)
Add: Profit from discontinued operations	-	-	2	-
Profit for the year	1,317	974	1,206	975

The Company recorded robust performance during the year under review, resulting in growth in revenue and EBITDA.

A detailed review of the operations and financial performance of your Company and each of its business segments is contained in the Management Discussion and Analysis section of this Annual Report.

BUSINESS SEGMENTS

a) Industrial Systems:

The Industrial Systems recorded revenue of Rs.6,747 crores in year 2025-26 as compared to Rs.6,376 crores of year 2024-25, registering a growth of approx. 6% as compared to previous year. The operating profit before interest and tax of Industrial Systems stood at Rs.625 crores as compared to Rs.743 crores during the previous year.

Systems stood at Rs.1,123 crores as compared to Rs.668 crores during the previous year.

EXPANSION

Transformers:

Considering the long-term demand in market along with Companys scope of increasing its sales in domestic market and penetrate export markets in selected geography, approval of the Board had been granted during FY 2024-25 for establishing a Green Field Transformer manufacturing facility of 45000 MVA capacity in Western India at an estimated cost of Rs.712 crores (net of taxes). Further, during the year under review, M.P. Industrial Development Corporation Limited (MPIDC) has on Companys application, allocated a land parcel of approx. 45.13 acres in Sehore District on lease for a period of 99 years for the said project. Currently, the work is under progress for the said project.

b) Power Systems:

The Power Systems recorded revenue of Rs.5,138 crores in year 2025-26 as compared to Rs.3,510 crores of year 2024-25, registering a growth of approx. 46% as compared to previous year. The operating profit before interest and tax of Power

Switchgears:

Considering the strong growth potential in the domestic and export markets for Switchgear products, and to strengthen the Companys position across Medium Voltage ( MV ) and Extra High Voltage ( EHV ) segments, the Board has, during the year under review, accorded its

approval for establishing a new Greenfield Switchgear manufacturing facility in Western India.

The proposed facility will enable the Company to double its existing Switchgear manufacturing capacity and will cater to the complete product range including MV and EHV Switchgear, Substation Automation Systems, and Power Electronics solutions. The total estimated project cost is approximately Rs.748.20 crores (net of taxes). The project will be funded through a mix of internal accruals, equity, or debt, or a combination thereof. The project is planned on approximately 35 acres of land, with a built-up area of around 72,000 sq. meters. The project is expected to be completed within 33 months post identification/ allotment of land.

This strategic investment is aimed at addressing capacity constraints, supporting the Companys growth plans in domestic and international markets, and strengthening its competitiveness in automation and power electronics. The project is expected to create long-term value for stakeholders and contribute to Indias power infrastructure development.

QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the year under review, in compliance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( SEBI ICDR Regulations ), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the Listing Regulations ) and the Companies Act, 2013 ( the Act ) and Rules made thereunder, the Company successfully raised Rs.3,000 crores by way of an issue of equity shares through a Qualified Institutions Placement ( QIP ). The Securities Issue Committee of the Board of Directors of the Company ( Securities Issue Committee ) had, at its Meeting held on 4 July, 2025, approved the allotment of 4,54,54,545 Equity Shares of face value Rs.2 each to eligible qualified institutional buyers at an Issue price of Rs.660 per Equity Share (including a premium of Rs.658 per Equity Share) and reflecting a discount of 19.08 (i.e. 2.81%) against the floor price of Rs.679.08 per Equity Share.

The proceeds from the QIP issue have been utilized/ are being utilized towards the objects mentioned in the Placement Document. There have been no deviations or variations in the utilization of proceeds from the stated objects of the QIP.

GENERAL

- During the year under review, the Companys Credit Rating of IND AA+ from India Ratings & Research, remained unchanged.

- During FY 2024-25, the Company had entered into a Development Agreement dated 4 July, 2024 with Skyboard Realty Private Limited, a M/s. K. Raheja Corp Group company, for the joint development of the Companys property, CG House, situated at Dr. Annie Besant Road, Worli, Mumbai, built on leasehold land. The demolition of the building has started during the year.

Pursuant to the above, the Company has relocated its Registered Office from CG House, 6 th Floor, Dr. Annie Besant Road, Worli, Mumbai - 400030 to One Unity Center, 15 th Floor, Unit Nos. 15041508, Senapati Bapat Marg, Prabhadevi, Mumbai - 400013, with effect from 9 December, 2025.

RE-CLASSIFICATION AS PER REGULATION 31A OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

A. The Board at their Meeting held on 29 October, 2025 had subject to issuance of No Objection Letter by the Stock Exchanges, considered and approved the request of the following Outgoing Promoters for re-classification from the Promoter and Promoter Group category to Public shareholder category, as per Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsequent thereto, the Company had on 2 November, 2025 made applications to the Stock Exchanges for their approval for the aforementioned reclassification. The said applications were approved by the Stock Exchanges on 5 December, 2025.

B. The Board at their Meeting held on 27 January, 2026 had subject to issuance of No Objection Letter by the Stock Exchanges, considered and approved the request of the following Outgoing Promoter for re-classification from the Promoter and Promoter Group category to Public shareholder category, as per Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsequent thereto, the Company had on 30 January, 2026 made applications to the Stock Exchanges for their approval for the aforementioned reclassification. The said applications were approved by the Stock Exchanges on 18 March, 2026.

Sr. No. Name of Promoter/ Promoter group	Category	No. of paid- up equity shares held	Percentage of shareholding
1. Algavista Greentech	Promoter	0	0.00%
Private Limited	Group
Cumulative holding		0	0.00%

Sr. No. Name of Promoter/ Promoter group	Category	No. of paid- up equity shares held	Percentage of shareholding
1. Yanmar Coromandel	Promoter	0	0.00%
Agrisolutions Private Limited	Group
2. Coromandel Engineering Company Limited	Promoter Group	0	0.00%
Cumulative holding		0	0.00%

DIVIDEND

The Board of Directors at their Meeting held on 27 January, 2026, declared an interim dividend of Rs.1.30 (Rupee One and Paise Thirty only) (65%) per equity share of Rs.2/- (Rupees Two only) each. The interim dividend was paid to all the Shareholders whose names appeared in the Register of Members as on the record date fixed as 1 February, 2026. The total outflow on account of said dividend was Rs.204.74 crores. Your Board does not recommend any further dividend for the financial year 2025-26.

The dividend declared is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the Companys website at - https://www.cgglobal.com/ CGGLOBAL BACKEND/admin/uploads/Dividend Distribution Policy.pdf

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the reserves.

SUBSIDIARIES & ASSOCIATES

Details of subsidiaries as on 31 March, 2026: There are 5 Indian and 20 foreign subsidiaries (including 2 subsidiaries in Belgium along with their subsidiaries declared as bankrupt; 3 subsidiaries under voluntary liquidation and 1 subsidiary declared insolvent). Chola Foundation is an Associate of the Company.

During the year under review, PT Crompton Prima Switchgear Indonesia (CPSI), a Subsidiary of CG International Holdings Singapore Pte Limited (CGS), a Wholly Owned foreign Subsidiary of the Company, entered into Heads of Agreement regarding Sale and Purchase Binding Agreement with PT Prima Layanan Nasional Enjiniring (PLNE), Indonesia for sale of all the Factory Assets (Land, Plant and Machinery, Furniture, Equipments etc.) of CPSI for a total consideration of IDR155 Billion (One Hundred Fifty-Five Billion Indonesian Rupiah). Further, CGS entered into a Conditional Shares Purchase Agreement with PLNE for sale of the shares representing 51% of the paid-up share capital held by it in CPSI for a consideration of IDR1 (One Indonesian Rupiah). Subsequently, CPSI and CGS entered into a Deed of Sale and Purchase and Deed of Acquisition respectively with PLNE and the sale of the Factory Assets and sale of the Shares was completed on 31 March, 2026.

Pursuant to the above, CPSI ceased to be a subsidiary of CGS and a step-down subsidiary of the Company w.e.f. 31 March, 2026.

Pursuant to Section 136 of the Companies Act, 2013 ( the Act ), the audited financial statements, including the consolidated financial statements and related information of your Company and audited/ unaudited annual accounts of each of its subsidiaries are placed on the website of your Company.

Highlight of performance of subsidiaries of the Company is given below:

1. CG Adhesive Products Limited:

CG Adhesive Products Limited ( CGAPL ) is the Companys Subsidiary in Goa. Your Company holds 83.59% of CGAPLs equity share capital. CGAPL manufactures and deals in specialty adhesive tapes and labels.

During the year under review, CGAPL recorded a revenue of Rs.44.57 crores (previous year: Rs.41.33 crores) and registered profit before tax of Rs.6.59 crores (previous year: Rs.7.63 crores).

2. CG Drives & Automation Sweden AB:

CG Drives & Automation Sweden AB is a Subsidiary of CG Industrial Holdings Sweden AB and a wholly owned step-down Subsidiary of your Company in Sweden. It is a technology partner for energy efficient products and solutions. It develops, manufactures and markets the equipment for control and protection of industrial processes.

During the year under review, CG Drives & Automation Sweden AB recorded a revenue of SEK 295.86 Mn i.e. equivalent to Rs.296.01 crores (previous year: SEK 365.53 Mn i.e. equivalent to Rs.302.57 crores) and registered profit before tax of SEK 9.78 Mn i.e. equivalent to Rs.9.79 crores. (previous year: SEK 21.12 Mn i.e. equivalent to Rs.17.49 crores).

3. CG Drives & Automation Germany GmbH:

CG Drives & Automation Germany GmbH is a Subsidiary of CG Drives & Automation Sweden AB and a wholly owned step-down Subsidiary of your Company in Germany. It is into manufacture, sale, maintenance and repair of electronic devices and facilities in the area of drive technology.

During the year under review, CG Drives & Automation Germany GmbH recorded a revenue of _ 21.12 Mn i.e. equivalent to Rs.228.92 crores (previous year: _ 21.99 Mn i.e. equivalent to Rs.201.19 crores). It registered profit before tax of _ 0.13 Mn

i.e. equivalent to Rs.1.45 crores (previous year: _ 1.66 Mn i.e. equivalent to Rs.15.17 crores).

4. CG Drives & Automation Netherlands BV:

CG Drives & Automation Netherlands BV is a Subsidiary of CG Drives & Automation Sweden AB and a wholly owned step- down Subsidiary of your Company in Netherlands. It is into development, production and marketing of inverter products including electrical motor drives, and trading of related products.

During the year under review, CG Drives & Automation Netherlands BV recorded a revenue of _ 8.78 Mn i.e. equivalent to Rs.95.18 crores (previous year: _ 9.63 Mn i.e. equivalent to

88.14 crores) and registered profit before tax of _ 0.84 Mn

i.e. equivalent to Rs.9.08 crores (previous year: _ 0.45 Mn i.e. equivalent to Rs.4.09 crores).

5. G.G. Tronics India Private Limited:

G.G. Tronics India Private Limited ( GGT ) is Companys Subsidiary in Bengaluru. Your Company holds 55.60% of GGTs equity share capital. It operates in the field of design, manufacturing, supply and installation of electronic safety embedded signaling systems for the railway transportation sector.

During the year under review, GGT recorded a revenue of Rs.102.70 crores and registered profit before tax of Rs.3.04 crores (Revenue for the period from 20 August, 2024 (date of becoming Subsidiary) till 31 March, 2025 was Rs.91.35 crores and profit before tax for the said period was Rs.3.75 crores).

6. CG Semi Private Limited:

CG Semi Private Limited ( CG Semi ) is Companys Subsidiary. Your Company holds 92.34% equity share capital of CG Semi. It is currently developing Outsourced Semiconductor Assembly and Test ( OSAT ) facility in Sanand, Gujarat.

The OSAT project is moving forward in two phases. During the year under review, the Mini Plant (G1) was inaugurated in Sanand, Gujarat. The said plant is equipped to handle end-to- end chip assembly, packaging, testing, and post-test services. Further, the Main Plant (G2) is under construction and expected to be completed by the end of calendar year 2026.

During the year under review, CG Semi recorded a revenue of Rs.0.42 crores and registered loss before tax of Rs.80.28 crores (previous year revenue - Nil and recorded a loss before tax of Rs.16.12 crores).

7. Axiro Semiconductor Group

Axiro Semiconductor Group includes Axiro Semiconductor Private Limited (India), Axiro Semiconductor Inc. (USA), Axiro Semiconductor (Shenzhen) Co., Ltd. (China) and Axiro Semiconductor Turkey Ara§tirma ve Geli§tirme A.§. (Turkey).

During the year, Axiro Semiconductor Group has acquired Fabless Semiconductor design business from Renesas Electronics America Inc. and other affiliate entities of Renesas Electronic Corporation for Rs.284.13 crores.

Further, for the year under review, the Axiro Semiconductor Group recorded revenue of Rs.502.54 crores and registered loss before tax of Rs.30.83 crores. (previous year revenue - Nil and recorded a loss before tax of Rs.6.51 crores).

Other than above, the remaining Subsidiaries of the Company do not have any business operations. In terms of Section 129 of

the Act, a statement containing salient features of the financial statements of your Companys Subsidiaries/ Associates/ Joint Venture companies in Form AOC-1 is given in the notes to the financial statements in this Annual Report.

Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR ), a policy for determining material subsidiary of your Company as approved by the Board of Directors is available on the website under: https://www.cgglobal.com/CGGLOBAL BACKEND/admin/ uploads/Policy determining Mat Subsidiaries.pdf

MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

UPDATE ON INVESTIGATIONS INITIATED IN THE PREVIOUS YEARS

The investigations by Central Bureau of Investigation (CBI), Serious Fraud Investigation Office (SFIO) and Enforcement Directorate (ED) into the affairs of your Company and its Subsidiaries pertaining to the past period and against the erstwhile Promoters/Directors of the Company relating to transactions that took place when the Company was under the control of the previous Management / Promoters, details of which have already been reported to the Stock Exchanges/ in the previous Annual Reports of the Company, are in progress. Your Company is extending full co-operation to these agencies and information and documents as sought by them are being promptly provided by the Company.

AUDITORS AND AUDIT REPORTS

STATUTORY AUDITORS

M/s. S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration Number 324982E/ E300003) were re-appointed as Statutory Auditor of the Company at the 86 th Annual General Meeting ( AGM ) held on 27 July, 2023, to hold office for a second term of five consecutive years from the conclusion of the 86 th AGM till the conclusion of the 91 st AGM to be held in the year 2028.

The Auditors Report on the financial statements of the Company for the year ended 31 March, 2026, which forms part of the Annual Report of the Company, does not contain any qualification, reservation or adverse remark.

COST AUDITOR

As per the requirement of Section 148(1) of the Act read with Rules made thereunder, your Company is required to maintain cost accounts and records. Accordingly, your Company has maintained cost accounts and records for financial year 2025-26 as applicable for its product range.

During the year under review, the Company filed the Cost Audit Report for the Financial Year 2024-25 with the Registrar of Companies, Mumbai, within the prescribed statutory timelines.

Upon recommendation of the Audit Committee, the Board has re-appointed M/s. R. Nanabhoy & Co., Cost Accountants (Firm Registration Number 000010) as Cost Auditor of your Company for Financial Year 2026-27 at a remuneration of Rs.9,13,000/- (Rupees Nine Lakh Thirteen Thousand only) per annum plus out-of-pocket expenses and taxes, as applicable. The Act mandates that the remuneration payable to the Cost Auditor is ratified by the Shareholders. Accordingly, a Resolution seeking Shareholders ratification of the remuneration payable to the Cost Auditors for the Financial Year 2026-27 is included in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

During FY 2025-26, in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had proposed to the Shareholders of the Company for their approval at the AGM, the appointment of M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration No: P1988MH009800) as Secretarial Auditors of the Company for a term of five consecutive years effective from 1 April, 2025. The Shareholders had approved the said appointment at the 88 th AGM of the Company held on 24 July, 2025.

Your Company has generally complied with the Secretarial Standards and the Secretarial Audit Report is annexed in Form MR-3 for Financial Year 2025-26 as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS

The Company emphasizes the importance of robust internal control system which lays down the foundation of strong governance structure and promote a culture of integrity, transparency, and accountability in the business. Given the nature of business and size of its operations, the Company has designed and instituted a strong internal control system that comprises well-defined organization structure, roles and responsibilities, documented policies and procedures to reduce business risks through a framework of process controls. A detailed note on Internal Financial Controls is included in the Management Discussion and Analysis section, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

BOARD OF DIRECTORS Composition

Your Companys Board of Directors consists of seven Directors comprising (i) Two Non-Executive Non-Independent Directors which

includes the Non-Executive Chairman of the Board, (ii) Four NonExecutive Independent Directors, and (iii) a Managing Director & CEO.

Mr. Vellayan Subbiah, Non-Executive Director, is the Chairman of your Board. Mr. P S Jayakumar, Mr. Sriram Sivaram, Mrs. Vijayalakshmi R Iyer and Mr. Mammen Chally are Independent Directors in terms of Regulation 16 of the SEBI LODR and Section 149 of the Act. Mr. M A M Arunachalam is Non-Executive Non-Independent Director on your Board. Mr. Amar Kaul is the Managing Director & CEO on your Board.

Your Board consists of professionals with diverse functional expertise, industry experience, educational qualifications and gender mix relevant to fulfilling your Companys objectives and strategic goals.

The Company has received a certificate from M/s. Parikh & Associates, Practicing Company Secretaries, confirming 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 SEBI, Ministry of Corporate Affairs, or any such other statutory authority.

Appointment/ Cessation/ Retirement of Directors during the year

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, your Board had re-appointed:

- Mrs. Vijayalakshmi Rajaram Iyer as Non-Executive Independent Director of the Company for a second term of five years with effect from 24 September, 2025 upto 23 September, 2030 and the said appointment was approved by the Members at the AGM held on 24 July, 2025.

- Mr. P S Jayakumar as Non-Executive Independent Director of the Company for a second term of five years with effect from 26 November, 2025 upto 25 November, 2030 and the said appointment was approved by the Members at the AGM held on 24 July, 2025.

- Mr. Sriram Sivaram as Non-Executive Independent Director of the Company for a second term of five years with effect from 11 June, 2026 upto 10 June, 2031 and the said appointment was approved by the Members through Postal Ballot on 5 March, 2026.

Retirement by rotation

In terms of the provisions of Section 152 of the Act and the Rules made thereunder and Article 114 of the Articles of Association of the Company, Mr. Vellayan Subbiah retires by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment.

As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries

of India (SS-2), a brief profile and other relevant details regarding reappointment of Mr. Vellayan Subbiah are contained in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS DECLARATION

Your Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence as laid down under Section 149 of the Act and Regulation 16 of the SEBI LODR.

In the opinion of the Board, all the Independent Directors of your Company fulfill the conditions of independence as specified in the Act and SEBI LODR and are independent of the management and have the integrity, expertise and experience including the proficiency as required for effectively discharging their roles and responsibilities in directing and guiding the affairs of the Company.

BOARD MEETINGS

During the financial year 2025-26, your Board of Directors met 5 times, in accordance with the provisions of the Act, SEBI LODR and other statutory provisions.

Details of Board Meetings held and attendance of the Directors are given in the Section titled Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Your Board has established following Committees in compliance with the requirements of the Act and SEBI LODR: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Corporate Social Responsibility Committee, (iv) Risk Management Committee, and (v) Stakeholders Relationship Committee.

Details of composition of the statutory Committees, number of Meetings held and attendance of Committee Members thereof during the Financial Year, are given in the Section titled Report on Corporate Governance forming part of this Annual Report.

All recommendations of the Audit Committee have been accepted by the Board.

Your Board has constituted a Finance Committee comprising of Mr. Vellayan Subbiah, Chairman of the Board and Mr. Amar Kaul, Managing Director & CEO, to inter-alia take decisions relating to borrowings, investments and lending from time to time within such limits / sub-limits, as may be decided by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as at the end of the financial year were:

- Mr. Amar Kaul, Managing Director & CEO

- Mr. Susheel Todi, Chief Financial Officer

- Mr. Sanjay Kumar Chowdhary, Company Secretary

There were no changes in the KMP during the year.

REMUNERATION POLICY AND CRITERIA FOR DETERMINING THE ATTRIBUTES, QUALIFICATION, INDEPENDENCE AND APPOINTMENT OF DIRECTORS

Your Company has formulated a Remuneration Policy governing the appointment and remuneration of Directors, KMP, Senior Management and other employees. The Remuneration Policy of the Company provides a performance driven and market-oriented framework to ensure that the Company attracts, retains and motivates high quality executives who can achieve the Companys goals, while aligning the interests of employees, shareholders and all stakeholders in accordance with the Murugappa Groups values and beliefs. The terms of reference of the Nomination and Remuneration Committee includes formulation of criteria for determining qualifications, positive attributes and independence of Directors.

The Companys Remuneration Policy is available on the website of the Company under: https://www.cgglobal.com/CGGLOBAL BACKEND/ admin/uploads/CG Remuneration Policy.pdf

Your Company has adopted a Board Diversity Policy to reap the benefits of a broader experience in decision making.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

In line with the requirements of the Act and the SEBI LODR, an annual evaluation of performance of the Board, its committees and individual Directors was carried out during the year under review. Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the SEBI LODR, the Independent Directors of your Company, at their Meeting held on 18 March, 2026, evaluated the performance of Non-Independent Directors, the Board as a whole, performance of the Chairman; and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent Directors with their roles, rights, responsibilities as well as the Companys business and operations. Moreover, Directors are regularly updated on the business strategies and performance, management structure and key initiatives of businesses at every Board Meeting. Details of the programme can be viewed under the following link available on the Companys website: https://www.cgglobal.com/ CGGLOBAL BACKEND/admin/uploads/Familiarisation Programme for Independent Directors.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on arms length basis and were in the ordinary course of business. Hence, disclosure of particulars of contracts/ arrangements entered into by your Company with related parties in Form AOC-2 is not applicable for the year under review. There were no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. The Audit Committee grants omnibus approval for transactions which are of repetitive nature with related parties.

Related party transactions entered during the year under review are disclosed in the notes to the Financial Statements. None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration/ commission/ sitting fees.

The Companys Related Party Transactions Policy is available on the website of the Company under: https://www.cgglobal.com/ CGGLOBAL BACKEND/admin/uploads/Related%20Partv%20 Transaction%20Policv 27%2001%202026.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR, particulars of loans, guarantees given and investments made by your Company during financial year 2025-26 are given in the notes to the Financial Statements.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)c of the SEBI LODR, the Business Responsibility and Sustainability Report (BRSR) forms part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year ended 31 March, 2026.

ENTERPRISE RISK MANAGEMENT (ERM) FRAMEWORK

Companys comprehensive Risk Management Framework involves a three-tiered approach, taking into account the Enterprise Risks, Process Risks and Compliance Risks.

Enterprise risk identification and mitigation initiatives are handled through an on-going process for each of the businesses, as well as for the Company as a whole. The coverage extends to all key business exposures. After getting a measure of each such enterprise risk, the mitigation actions are tracked.

The Risk Management Committee of the Board reviews the key risks associated with the businesses of your Company and their mitigation measures. A detailed note on ERM is given in the Management Discussion and Analysis, forming part of this report.

RESEARCH AND DEVELOPMENT (R&D)

During the year under review, your Companys R&D activities continued to focus on development of indigenous and energy efficient products.

Power Systems Transformers

During the financial year 2025-26, the Transformer R&D function continued to strengthen its focus on advancing Research and Development initiatives aimed at driving innovation, enhancing product capabilities, and improving operational efficiencies. The key thrust areas included new product development, product upgradation and expansion into new application segments.

1. Product and Technology development:

a. Successfully developed high-voltage Variable Shunt Reactor (VSR) design and manufacturing technology. The Company is among the pioneers in India to indigenously develop this advanced technology.

b. Developed a 500 MVA, 765 kV Single-Phase Tap-less Auto Transformer, strengthening capabilities in the EHV segment and marking a re-entry into this market.

c. Design and Technology of 420 kV Single-Phase Special Coupling Transformer for STATCOM applications, expanding offerings in grid stability solutions.

2. Process reliability and effectiveness:

a. Developed advanced structural simulation methodologies to enhance design validation, performance prediction, and reliability under demanding operating conditions.

b. Established advanced validation capabilities for traction transformers used in semi high-speed locomotives, including fatigue assessment of critical welded joints under severe vibration and shock loads, aligned with international standards.

c. Initiated strategic collaboration discussions with leading academic institutions for joint research, simulation studies, and technology validation, strengthening technical competence.

d. Established collaborative engagements with global subject-matter experts to co-develop emerging technologies aligned with future business requirements.

e. Implemented structured knowledge dispersion programs to accelerate capability building of young engineers.

f. Presented technical research papers at global forums on Variable Shunt Reactor (VSR) technology and fatigue assessment of welded joints, showcasing the Companys innovation and research capabilities.

3. Strengthening our products:

a. Undertook targeted design and process optimization initiatives, including improvements in critical structural elements such as winding clamping systems, reactor active part clamping system, lifting arrangements, resulting in improvements in process efficiency, effectiveness and safety.

b. Advanced standardization at product and component levels to improve operational efficiency and consistency.

c. Implemented design-level automation to ensure error-free design outputs, improve accuracy, and enable seamless integration with manufacturing processes.

d. Strengthened product safety by incorporating mandatory safety features across product designs, ensuring safe operation as well as a safer working environment during manufacturing and maintenance.

These initiatives enabled the Company to enter new market segments, secure strategic orders for the future, and further strengthen product quality and operational excellence.

The Company remains committed to sustained investments in R&D to support its long-term strategic objectives and to address evolving customer and industry requirements.

Switchgear Business

EHV Switchgear

a. 800kV, 2500A Oil Impregnated Paper (OIP) Bushing with Polymer Insulator: Developed to meet Seismic Zone-V requirements, this product is fully compliant with the technical specifications of Power Grid Corporation of India Limited (PGCIL) and IS 1893, IEC 61463 ensuring robust performance saviour seismic conditions of various regions of India.

b. 145 kV, 1250A Resin Impregnated Paper (RIP) Condenser Bushings for International Market: Successfully designed, developed and type-tested RIP Condenser Bushings for 145 kV with current ratings of 1250A, with 40 mm/kV creepage in full compliance with the IEC 60137 to meet special requirements of highly polluted environment of International Market.

c. 145 kV, Resin Impregnated Paper (RIP) Condenser Bushings for Reactor application: This product is designed, developed & type tested successfully according to CEA Guidelines and IEC 60137. This is specially designed for the Reactor applications across Utilities.

d. 170kV and 420kV OIP Bushings for European Market:

Successfully designed, developed and type-tested 170kV 1250A and 420kV 2000A OIP Condenser Bushings meeting the EN Standard: CEI CLC/TS 50458 requirements.

e. 145kV and 170kV Gas Circuit Breakers for European Market:

Successfully designed, developed, and type-tested 145 kV and 170 kV Gas Circuit Breakers for the European utility ENEL in accordance with IEC 62271-1 and IEC 62271-100 standards. The breakers were engineered to meet specific non-standard requirements, including INAIL pressure vessel certification, under-voltage coil provision, life cycle assessment (LCA), and BIM modelling compliance. This development supports geographical expansion and strengthens our presence in the European market.

f. Polymeric Moulded Lighting Arrester Family: Successfully introduced a new range of compact polymeric moulded lightning arresters up to 170 kV with Energy Class 3 capability. This development significantly strengthens our portfolio by offering space-efficient, high-performance solutions aligned with global standards, enabling us to address both domestic and international market requirements and enhance our competitive positioning.

g. Surge Counter Testing Kit: Achieved a key innovation milestone by becoming the first company in India to develop a portable on-site surge counter testing kit for lightning arresters. This solution empowers customers to assess the operational health of surge counters, thereby improving system reliability, reducing maintenance time, and reinforcing CGs value proposition in lifecycle support and service differentiation.

MV Switchgear

a. Designed, developed, and successfully type-tested internal arc- compliant panels for 12 kV, 26.3 kA, 2000 A Vacuum Circuit Breakers (VCB), achieving Internal Arc Classification (IAC) AFLR 26.3 kA for 1 second in accordance with IEC 62271-200. These compact, safety-enhanced panels were developed specifically to address the needs of utilities and premium industrial customers, emphasizing operational safety and reliability through single point latched door for VCB chamber.

b. Designed, developed and successfully type-tested a 40.5 kV, 40 kA, 2500 A Gas Insulated Switchgear (GIS) with Single and Double Busbar configurations. The solution has been realized in a compact 600 mm wide panel, incorporating an busbar-in-gas system, enabling high current carrying capability while optimizing footprint. The GIS design meets extended electrical and mechanical endurance requirements (E2, C2, M2) in accordance with IEC 62271-100, and is suitable for both earthed and unearthed neutral systems, ensuring wide applicability across diverse sub-transmission and distribution networks. In addition, the panel was successfully validated for Internal Arc Classification (IAC) AFLR at 40 kA for 1 second as per IEC 62271-200, reinforcing our commitment to operational safety, personnel protection, and system reliability. This development substantially enhances the Companys

high-end GIS product portfolio and positions the organization strongly for export markets, addressing international utility and infrastructure requirements with a compact, high-performance, and standards-compliant solution.

c. Designed, developed and successfully type-tested 36kV, 26.3kA, 630A Outdoor RMU for VCB with most stringent extended electrical and mechanical endurance class E2, C2, M2 suitable for earthed and unearthed neutral system as per IEC 62271100 and Switch disconnector with highest extended endurance class of E3, C2 as per IEC 62271-103 along with earth switch tested for E2 class. The 33kV RMU are also successfully tested for Internal Arc Classification of AFLR 26.3kA for 1 second as per IEC 62271-200. This development enhances the Companys product offering for sub transmission and distribution networks and supports expansion into export markets.

d. Designed, developed and successfully type-tested 24kV, 21kA, 630A Outdoor RMU for VCB with extended electrical and mechanical endurance class E1, C2, M2 suitable for earthed and unearthed neutral system as per IEC 62271-100 and Switch disconnector with extended endurance of E3 C2 as per IEC 62271-103. This is specially developed for sub-transmission and distribution network to increase our product offering.

e. Designed, developed and successfully type-tested internal arc- compliant 500 wide GIS panel for 12kV, 26.3kA, 2000A with classification AFLR 26.3kA for 1 second as per IEC 62271-200. This is specially developed for Utilities and premium industrial market segment.

f. Designed developed and successfully type-tested 12kV, 26.3kA, 1250A Outdoor Porcelain Clad Vacuum Circuit breaker for Seismic test as per IEC TR 62271-300 This is specially developed for sub-transmission and distribution network to increase our product offering.

g. Designed developed and successfully type-tested 36kV, 31.5kA, 2500A Outdoor Porcelain Clad Vacuum Circuit breaker for Seismic test as per IEC TR 62271-300. This is specially developed for sub-transmission and distribution network to increase our product offering.

h. Designed and developed 12kV, 21 kA, 630A green gas RMU using dry air with zero global warming potential.

i. Successfully designed, developed, and commissioned 105 retrofit solutions replacing legacy Minimum Oil Circuit Breakers (MOCBs) at PSPCLs Ropar Power Plant. The project was executed end- to-end, encompassing engineering, manufacturing, installation,

and commissioning. The project has also opened up a new and scalable avenue for retrofit business.

Industrial Systems Motors

The Motors business maintained a strong commitment to research and development (R&D) in the field of industrial motors, with a focus on driving innovation, improving efficiency, and addressing the evolving demands of modern industry.

New Products Development initiative

1. High-Efficiency Product and Technology Developments - FHP business

The Company advanced its product development initiatives with the development of an ECM/BLDC motor range from 30 W to 200 W for HVAC and industrial applications, alongside sustainability focused innovations such as BLDC retrofit kits for air circulators aimed at improving energy efficiency of installed systems. In addition, the Company expanded its high-efficiency portfolio through the development of transformer cooling fan range, supporting efficient thermal management solutions across utility applications.

2. New products - LT Motors

a. Stabilized IE4 efficiency motors up to 7.5 kW across all mounting configurations for market readiness.

b. Secured UL safety certification for the NEMA Premium series up to 7.5 kW.

c. Designed and validated IE3 and IE4 nominal efficiency motors across eight ratings in higher frame sizes.

d. Developed a 132 kW, 4-pole, compressor-duty IE4 motor for high-performance industrial applications.

3. CGs Sustainability and Predictive maintenance solutions

CGs Sustainability Solution built on the principle of Circularity is delivered through qualified professional auditors, providing end-to-end solutions ranging from comprehensive energy assessments of existing motors/system to customised buyback programmes. CG introduced a comprehensive predictive maintenance and Life Cycle Assessment (LCA)-based diagnostic tool, designed to operate with minimal disruption to ongoing operations. Leveraging over eight decades of experience in supplying motors and generators across diverse applications and operating environments, the solution enhances asset reliability and delivers long-term value for customers.

Railways

a. Indigenously designed and developed Traction Converter, Auxiliary Power Converter, TCMS and Traction Motor for the Vande Bharat trainset project, reinforcing domestic capability in advanced rail propulsion systems.

b. Indigenously designed, developed, and successfully customer- validated Hotel Load Converter for Shatabdi and Rajdhani class trains, enhancing onboard power reliability and efficiency.

c. Indigenously designed, developed, tested, and supplied Traction Motor (Type C1043) for the U.S. export market, demonstrating global competitiveness in traction technologies.

d. Indigenously designed, developed, tested, and supplied Traction Alternator (Type C6048) for the U.S. export market, strengthening presence in high-value international segments.

e. Indigenously designed, developed, tested, and supplied spares for Traction Motor/Alternator types C5047A1, C6053A1, C4054A1, and C4052A1 for the U.S. export market, ensuring lifecycle support and customer reliability.

f. Indigenously designed, developed, and supplied rehabilitated Traction Motors for Metro applications, validated through comprehensive benchmarking and performance testing against original equipment standards.

g. Indigenously designed and developed Traction Power SCADA for Indian Railways. Prototype Approval is going on with RDSO.

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

Details, as required under Section 1 34 of the Act read with the Companies (Accounts) Rules, 2014, are given in the prescribed format as Annexure 1 to this Report.

ENVIRONMENT, HEALTH AND SAFETY

A detailed review of the Environment, Health and Safety (EHS) measures undertaken by your Company is given in the BRSR Report, which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of your Company and its businesses is given in the section titled Management Discussion and Analysis, which forms part of this Report.

CORPORATE GOVERNANCE

A section on Corporate Governance standards followed by your Company, as stipulated under Schedule V of SEBI LODR, is enclosed separately.

A certificate from M/s. Parikh & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance, as stipulated under SEBI LODR, is annexed to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 201 4, as amended (CSR Rules), your Company has during the year 2025-26 spent Rs.21.33 crores vis-a-vis the statutory requirement of Rs.21.10 crores, after adjusting the carried forward amount of Rs.0.21 crores from the previous year, in accordance with the CSR Policy of the Company.

Annual Report on CSR activities as required under the CSR Rules is annexed as Annexure 2 and forms an integral part of this Report.

Details of the composition of the CSR Committee and CSR Policy of the Company are also provided in the said Annexure.

REGISTRAR AND SHARE TRANSFER AGENT

Your Company has appointed Datamatics Business Solutions Limited (DBSL), an entity which is registered with SEBI, as its Registrar and Share Transfer Agent. Contact details of DBSL are mentioned in the section titled Report on Corporate Governance of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 3 to this Report. In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the names and other particulars of the employees covered under the said Rule shall be made available to any Member on a specific request made in this regard, by him or her in writing.

Employee Stock Option Plan 2021

The Shareholders of the Company had, through Special Resolution passed by Postal Ballot on 23 September, 2021 , approved the introduction and implementation of Employee Stock Option Plan 2021

(ESOP 2021/ Scheme) and authorized the Board / Nomination and Remuneration Committee to issue to the eligible employees, such number of Options under the ESOP 2021, as would be exercisable into, not exceeding 2,70,00,000 (Two Crore Seventy Lakhs) fully paid-up equity shares of Rs.2/- each in the Company. ESOP 2021 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Company has so far granted 93,08,590 Options to employees.18,34,100 Options were granted in the year 2021-22, 4,53,140 Options were granted during the year 2022-23, 20,56,350 Options were granted during the year 2023-24, 21,95,000 Options were granted during the year 2024-25 and 27,70,000 Options were granted during the year 2025-26. Out of the total options granted till 31 March, 2026, 23,54,260 options were cancelled/ lapsed.

The disclosures required to be made under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are made available on the website of the Company under https://www.caalobal.com. The certificate under the said regulations shall be made available for inspection in accordance with statutory requirement.

COMPLAINTS RELATING TO SEXUAL HARASSMENT

Your Company has adopted a Prevention of Sexual Harassment Policy and has also constituted an Internal Complaint Committee in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaint Committee has been constituted region-wise, and is presided by a woman employee and is comprising of five to seven Company employees with an external member, to whom employees can address their complaints.

During the year, 1 (one) complaint was received by the Company, which was investigated and resolved as per the provisions of the POSH Act.

VIGIL MECHANISM

Your Company has set up a vigil mechanism, viz. a Whistle Blower Policy, as per the provisions of Section 177 of the Act and Regulation 22 of the SEBI LODR to enable its stakeholders to report violations, genuine concerns, unethical behaviour and irregularities, if any, which could adversely affect the Companys operations. No person has been denied access to the Chairman of the Audit Committee of the Board.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public or its Members under Chapter V of the Act and no deposits were outstanding as on 31 March, 2026.

SHARE CAPITAL

- During the year under review, your Company has allotted 5,97,260 equity shares of Rs.2 each, under the ESOP Scheme

2021, to the option grantees who had exercised their options. The details are provided below:

No. of Shares Allotted	Date of allotment
1,35,000	18April, 2025
20,740	8 May, 2025
6,000	28 May, 2025
6,500	6 June, 2025
41,200	13 June, 2025
7,000	11 July, 2025
11,000	30 July, 2025
52,000	8 August, 2025
71,980	3 September, 2025
5,600	9 September, 2025
15,800	23 September, 2025
23,000	30 September, 2025
40,000	14 October, 2025
11,000	5 November, 2025
21,800	18 November, 2025
15,000	28 November, 2025
10,000	3 December, 2025
40,000	11 December, 2025
5,000	23 December, 2025
5,000	30 December, 2025
10,000	7 January, 2026
15,000	22 January, 2026
10,000	6 February, 2026
6,000	24 February, 2026
6,000	3 March, 2026
3,000	10 March, 2026
3,640	25 March, 2026

- During the year under review, 4,54,54,545 Equity Shares of face value Rs.2 each were issued to eligible qualified institutional buyers at an Issue price of Rs.660 per Equity Share pursuant to the QIP.

As at 31 March, 2026, the share capital of the Company is as follows:

o The authorized share capital of your Company is

407,60,00,000/- (Rupees Four Hundred Seven Crore and Sixty Lakh) divided into 203,80,00,000 equity shares of Rs.2/- (Rupees two) each.

o The subscribed and paid-up share capital of your

Company stood at Rs.3,14,98,42,498 (Rupees Three Hundred Fourteen crores Ninety-Eight Lakhs Forty-Two Thousand Four Hundred Ninety-Eight only) consisting of 157,49,21,249 equity shares of Rs.2/- (Rupees two) each.

Your Companys equity shares are listed and traded on BSE Limited and National Stock Exchange of India Limited.

ANNUAL RETURN

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act, a copy of the Annual Return of the Company as on 31 March, 2026 is placed on the website of the Company and the same is available on the following link: httPs://www.caalobal.com/investors/annual returns under section 92

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors of the Company had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

OTHER DISCLOSURES / REPORTING

a) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b) Insolvency and Bankruptcy Code (IBC)

There are no applications or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company.

c) One-time settlement with any bank or financial Institution

During the year under review, the Company has not entered into one-time settlement with any banks or financial institutions.

d) Material changes and commitments affecting the financial position of your Company

There were no material changes and commitments affecting the financial position of the Company, between the end of the Financial Year and the date of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors confirm that the Company has in place a framework of internal financial controls and compliance system, which is monitored and reviewed by the Audit Committee and the Board besides the Statutory, Internal and Secretarial Auditors. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) the annual Financial Statements for the year ended 31 March, 2026 have been prepared in conformity with the applicable accounting standards along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2026 and of the profit of the Company for the year ended on that date;

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

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

ACKNOWLEDGEMENTS

The Board of Directors wishes to convey its gratitude and appreciation to all employees for their tremendous efforts as well as their exemplary dedication and contribution to the Companys performance. The Directors would also like to thank the Central and State Governments, Shareholders, State Bank of India and other consortium bankers, Ministry of Corporate Affairs, Customers, Suppliers, Dealers, Employees and Employee Unions and all other business associates for their continued support extended to your Company.

On behalf of the Board of Directors

Vellayan Subbiah Chairman

(DIN: 01138759)

Mumbai, 6 May, 2026