Yash Highvoltage Ltd Directors Report

To the Members,

yash highvoltage limited,

Vadodara

Your directors have pleasure in presenting their 23RD Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31^st March 2025.

1. Financial Results/ Review of Operations:

Particulars	2024-2025	2023-2024
Total Revenue	15215.46	10912.25
Total Expenditure	12400.76	9138.80
Profit Before Exceptional & Extraordinary items & tax	2814.70	1773.44
Exceptional & Extraordinary items & tax
Profit/(Loss) Before Taxes	2814.70	1773.44
Less : Current Tax	735.44	540.00
Less: Tax Expenses prior period	(50.66)	(0.35)
Less : Deferred Tax Expenses (Income)	(10.85)	0.92
Profit/(Loss) After Taxes	2140.76	1232.87
EPS (Face Value of C 5 each)	8.92	5.57

2. Transfer to Profit & Loss account:

During the year under review, the Company has transferred C 2140.76 Cr. to Profit & Loss account.

3. Dividend:

The Board of Directors of the Company has proposed the final dividend @ 20% on 28551249 equity shares of C 5 each, which will be paid subject to the approval of the Shareholders at the ensuring general meeting, to those shareholders who are registered on the register of members of the Company as on record date.

Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company does not fall under top 1000 Listed Companies by market capitalization as on March 31, 2025 and hence the requirement for adopting the Dividend Distribution Policy is not applicable to the Company.

4. Business Developments:

In the last few years there has been exponential increase in the requirements of dry type RIP bushings in India driven by the inclusion in the technical specifications of premier central Utilities such as POWERGRID & NTPC and in the standard technical specification of Transformers released by CEA (Central Electricity Authority) which is now being in process of adoption by all the other State and Private Utilities.

To capitalize the increased market demand and expand into global markets, company has partnered with a European based project management group to develop in house RIP cores. This initiative will reduce dependency on our present sub-vendors and enable the company to handle large volumes with significantly shortened lead times as presently prevailing in the industry due to limited manufacturers with this technology. This project is expected to be completed in next year and upon completion of the same, your Company will gain a competitive edge by ensuring complete range of products for exports, strengthening our position in global market.

Major achievements during the year under review:

a. 38% Y.O.Y. growth in overall revenue within FY 24-25 (INR 152.1 Cr) compared to previous FY 23-24 (INR 109 Cr) by resourceful management and addition of RIP core suppliers while reducing dependence on single source, thereby contributing to continued Revenue expansion despite rapidly rising demand affected by extended lead times and global shortage of RIP cores and bushings.

b. 75% growth in Export revenue within FY 24-25 (INR 7.7 Cr.) compared to FY 23-24 (INR 4.4 Cr) with >60% contribution from exports to Europe. The company unlocked seven new geographies during the FY 24-25 - having served new customers from Canada, Morocco, Lebanon, South Africa, Thailand, Columbia and China during the FY 24-25. Through dedicated approach, your company was able to successfully complete global audit from two leading MNC Transformer OEMs from Germany during the F.Y. and is anticipating several orders for end use in US/Europe during the next F.Y. Your company participated in several major global exhibitions in Europe, USA and Latin America during the FY 24-25 thereby having established an excellent brand presence and having generated considerable interest and inquiries from global buyers from target markets. From the overall sales of OIP bushings, 33.2% was exported during FY 24-25.

c. Your companys global expansion vision achieved new milestones during FY 24-25 by incorporation of a USA based subsidiary - “Yash HV USA Inc.” and hiring of full-time business development manager based in the USA to expand sales footprint across the America. The demand-rich American Power market is a preferred end-use destination for transformer suppliers across the world and your company has now taken aggressive expansion steps to expand sales within those markets. Your companys exports have grown at a C.A.G.R. of 52.8% over the past 3 years.

d. To further realize the companys business development in Europe, your company entered into agency agreements with noteworthy Switzerland based Weidmann Electrical Technology AG who shall represent the companys OIP and High current bushing products in major European countries such as Germany, Spain, Italy, France, Portugal, Benelux as well as North African countries. With over 140 years of experience, Weidmann has been at the forefront of the transformer industry, offering specialized products and services for the global energy sector. Known for innovation and quality, Weidmann partners closely work with customers to deliver integrated solutions that address the evolving challenges of the industry. This agreement will enable your company to establish stronger reach in European markets. Your company also signed a distributorship agreement with Electro link for the UK market, thereby creating a business reach in this market and commenced executing orders for the UK market in FY 2024-25.

e. The dedicated approach of the management team to multiply and increase the export contribution in the overall sales also brought forward the landmark order booking of greater than Rs. 11 Cr during FY 24-25, which was almost double compared to around C 6.2 Cr Order input for FY 23-24.

f. Your company could complete the expansion of OIP manufacturing unit at the existing premises, with successful completion of manufacturing area extension, commissioning of high-speed wideband winding machines, new autoclave systems as well as new assembly and oil flooding stations for OIP bushings, thereby expanding the companys manufacturing capacity to ~10,000 units annually as compared to previous capacity of ~6000 units annually. This capacity enhancement shall further enable your company to cater the rapidly rising global demand for transformer bushings.

g. The range expansion of OIP bushings upto 245kV saw rapidly increasing interest during the FY 24-25 and is expected to continue during FY 25-26, thereby extending the opportunity for revenue expansion by sales of higher voltage and higher valued products.

h. Your company could develop an extensive product range upto 230kV for USA-IEEE markets and executed several orders for transformer bushings with end destination in the USA during the FY 24-25. The new product addition also included a special and complete range of short-tail bushings to cater to the European market, and your company executed orders for these products during the FY 24-25 and exported them to Europe as well as some customers in Latin America. The demand for short tail bushings and IEEE USA bushings is seeing a rapid rise after these product additions.

i. Your companys plans to foray into indigenous manufacturing of RIP bushings have progressed well during the FY 24-25, with construction of a greenfield factory (Unit-ll) already under-way along with ordering of several critical manufacturing equipment from imported suppliers having been completed during the FY 24-25. The progress on development of prototype designs along with technology absorption, ordering of materials and the overall expansion project for RIP bushing manufacturing is on track.

j. Successfully surpassed landmark 40,000+ Transformer Bushings in last 24 years, 3425 units of RIP/RlS Bushings up to 245 kV supplied in FY 2024-25, taking the total RIP bushings executed to over 15,000 products. ~950 units of 245kV RIP bushings were manufactured and sold during FY 24-25, as compared to ~580 units in FY 23-24, thereby adding significantly to the top-line by sales of higher voltage products.

k. 80+ High Current Bushings executed in FY 2024-25 with revenue of ~ INR 6 cr with healthy contribution to bottom line. Your company developed and supplied the 25,000 Ampere High current bushing for a prestigious export customer during the FY 24-25, which was a pioneering development in that current range and a first of its kind from any manufacturer in India. The export contribution of High current bushings compared to overall sales of High current bushings stood at ~25% during the FY 24-25 and is expected to grow rapidly in both domestic and global markets on account of increasing power generation needs driven by Renewables, Data centers and urbanization.

l. Your companys dedicated Retrofits division for transformer bushings achieved double the sales of INR 10.2 Crores in FY 24-25, as compared to INR 4.6 (FY 23-24). The retrofits division has continued to grow at a C.A.G.R. of ~87% over the last 3 years, significantly contributing to the profitability.

m. Yash Team has received 2^nd runner ups award for outstanding booth design at the ELECRAMA 2025 global Power showcase in Delhi.

n. Your company was awarded “Certificate of recognition for “Establishing new product development and creating value to the customers” by GE T&D, a discerning customer of Yash, in FY 2024-25 for supporting with special development of RIP bushings to cater to the customers needs.

5. Share capital:

During the year under review, the following changes have been made to the Share Capital of the Company:

a. On 8^th July 2024, the Authorized Share Capital of the

Company increased from C 7,50,00,000/- (Rupees Seven Crore Fifty Lacs only) consisting of 75,00,000 equity shares of C 10 each to C 20,00,00,000/- (Rupees Twenty Crores only) consisting of 2,00,00,000 equity shares of C 10 each.

b. Further, on 8^th July 2024, the Face value of the equity shares has been subdivided from C 10 each to C 5 each and accordingly, the existing authorized share capital of the Company is C 20,00,00,000/- consisting to 4,00,00,000 equity shares of C 5 each.

c. On 24^th April 2024, the Company issued 43,06,215 Bonus shares of C 10 each credited as fully paid-up equity shares in the proportion of Seven (7) equity shares for every Five (5) equity shares held by the Members as on record date 19^th April 2024.

d. Pursuant to a resolution of the Board of Directors dated June 29, 2024 and Shareholders approval dated July 08, 2024, equity shares of face value of Rs. 10/- each of our Company were sub-divided into 2 equity shares of face value of Rs. 5/- each. Consequently, the issued and subscribed share capital of your Company comprising 73,82,083 equity shares of face value of Rs. 10/- each was subdivided into 1,47,64,166 equity shares of face value of Rs. 5/- each.

e. On 22^nd July 2024, the Company issued 73,82,083 Bonus shares of C 5 each credited as fully paid-up equity shares in the proportion of One (1) equity share for every Two (2) equity shares held by the Members as on record date 8^th July 2024.

f. Further, on 11^th December 2024, the IPO Committee has considered and allotted 21,46,000 Equity Shares at Rs.146.00 per Equity Share (including a share premium of Rs. 141.00 per Equity Share) (“Anchor Investor Allocation Price”), to Anchor Investors pursuant to Initial Public Offer (“IPO”) of the company.

g. Further, on 17^th December 2024, the IPO Committee approved the (a) allotment of 64,05,000 equity shares of C 5/- each offered by way of Fresh Issue and (b) transfer of 11,30,000 Equity Shares offered by way of Offer for Sale; aggregating 75,35,000 Equity Shares having face value of C 5/- (Indian Rupees Five only) at an Offer Price of C146/- per Equity Share (including a share premium of C141/- per Equity Share) aggregating to C 1,10,01,10,000/- (Indian Rupees One Hundred and Ten Crores One Lakh and Ten Thousand only), to the respective applicants in various categories, in accordance with the basis of allotment approved by BSE Limited, in consultation with the Indorient Financial Services Limited (“BRLM”), Bigshare Services Private Limited

(“Registrar to the Offer”) and the Company, in the following manner:

No. of Equity Shares Allotted/Transferred	Category of investors
25,06,000 Equity Shares	Retail Individual Investors
10,74,000 Equity Shares	Non-Individual Investors
3,77,000 Equity Shares	Market Maker
35,78,000 Equity Shares	Qualified Institutional Buyers (QIB) including Anchor Investors

h. The existing paid-up Share Capital of the Company is 28551249 equity shares of C 5/- each aggregating to C 1427.56 Lacs.

The Company has not issued shares with differential voting rights during the year under review. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. Initial Public Offer (IPO) of the Company:

Your directors are pleased to inform you that, the Company has completed its Initial Public Offer (“IPO”) of 75,35, ,000 Equity Shares of face value of Rs. 5/- each at an issue price of Rs.146/- aggregating to Rs. 110.01 Crore.

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on SME Platform December 19, 2024.

7. details of utilisation of funds & statement of deviation(S) or variation(S):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations/LODR) there was no deviation/ variation in the utilization of proceeds as mentioned in the Prospectus.

The Objects for which funds have been raised and where there has been any deviation/ variation, if any as on 31^st March 2025 is as tabled below:

Original Object	Modified object, if any	original Allocation C In Lacs	Modified allocation, if any	Funds Utilized C In Lacs	Amount of Deviation/Variation for the quarter according to applicable object
1 Setting up a new factory to manufacture RIP/RIS transformer condenser graded bushings.	not applicable	7033.98	not applicable	1708.28	not applicable
2 General Corporate Purposes.	not applicable	1476.15	not applicable	260.26	not applicable
3 Issue Expenses paid	not applicable	841.17	not applicable	841.17	not applicable

8. employee stock option scheme:

The Board of Directors of the Company at its Board meeting held on 9^th January 2025 considered and approved the “Yash Highvoltage Employee Stock Option Scheme 2025” (ESOP 2025) subject to the approval of the Shareholders. The Shareholders of the Company, by postal ballot approved the said scheme on 7^th March 2025 for 11,42,000 Stock Options to be offered to the employees of the Company. The Company has already received the In-principal approval from the BSE Limited vide their letter dated 7^th April 2025 for issue and allotment of 11,42,000 Equity shares of C 5/- each to be allotted by the Company upon exercise of stock options in terms of the Securities

Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

9. CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the Company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and provide an opportunity to increase stakeholders understanding of the key activities and policies of the Organization.

Further Pursuant to Regulation 27(2) of SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, regulations of corporate governance are not applicable to company. However, the major information of the corporate governance are already available in this report in the interest of the shareholders of the Company.

Hence, this Annual Report does not contain the a Separate Corporate Governance Report. However, some of the important contents are already covered as a part of this Directors Report.

10. Material changes and commitment occurred after the end of the Financial Year and up to the date of the Report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and up to the date of this report.

11. Subsidiary Company or Joint Venture Company or Associate Company:

During the year under review, in January 2025, the Company has acquired “ABHIGAM FOUNDATION” by purchasing 10,000 equity shares of C 10 each, aggregating to C 1,00,000 (Rupees one lac only), as a CSR arm of the Company.

Further, during the financial year 2025-26, the Company has incorporated a wholly owned subsidiary Company in USA under the name & style “Yash HV USA Inc.” in the state of Texas on 21^st April 2025, for the further growth of business.

Further, the Board of Directors of the Company at its meeting held on 20^th May 2025, has also approved the acquisition of “YASH HV POWER COMPONENTS PRIVATE LIMITED” by purchasing 1000 equity shares of C 10/- each aggregating to C 10,000, for the business of Sales and Service Segment of Transformer Components and substation equipment.

12. Adequacy of Internal Control System:

There is an adequate internal control system including Internal Finance Control system in the Company with reference to process and working operations.

13. Deposits:

The Company has neither accepted nor renewed any deposits from the public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 apply.

As on 31^st March 2025, the company has outstanding unsecured loan of C NIL from the directors and their relatives.

14. Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013:

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, no loan or guarantee given by the Company and no investments in the securities of any other company are made, except as mentioned in Point no. 11 above.

15. Transfer to Investor Education & Protection Fund:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there was no amount required to be transferred to the Investor Education & Protection Fund.

16. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the board after seeking input from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Further, the individual directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

17. Board of Directors and Key Managerial Personnels (KMPs):

During the year under review, Mr. Suril Saumil Mehta (DIN:09804792) is appointed as a Director of the Company on 24^th March 2024. Mr. Harthmuth Udo Enrich Fethke (DIN:10697584) is appointed as a Director of the Company on 5^th July 2024. Mr. Rabindra Nath Nayak (DIN:02658070) and Mr. Sanjoy Kumar Goel (DIN:10659968) are appointed as Independent Directors on 29^th June 2024. Subsequently, their appointments were regularized at the Annual General Meeting held on 8^th July 2024.

Further, Mr. Sanjoy Kumar Goel (DIN: 10659968) tendered his resignation from the Board of Directors of the Company with effect from 4^th March 2025.

Appointment of KMPs:

During the year under review, Mr. Sumit P. Poddar is appointed as Chief Financial Officer and Mr. Tushar J. Lakhmapurkar is appointed as Company Secretary and Compliance Officer of the Company, with effect from 1^st August 2024.

18. Committee of Directors:

As on March 31, 2025, the Board has following Three Statutory committees:

audit committee:

Composition:

members of committee	Position	Category
Rabindranath Nayak	Chairman	Independent Director
Suril Saumil Mehta	Member	Independent Director
Twinkle K. Shah	Member	Non-Executive Director

Terms of Reference:

The terms of reference of Audit Committee include overseeing the Companys financial reporting process and disclosure of financial information, reviewing with the management, the half yearly and annual financial statements before submission to the Board for approval; reviewing with the management, the performance of Statutory and Internal Auditors and adequacy of internal control systems and all other roles specified under Regulation 18 of Listing regulations and as per Section 177 of the Companies Act, 2013 read with rules framed thereunder.

nomination & remuneration committee:

Composition:

members of committee	Position	Category
Suril Saumil Mehta	Chairman	Independent Director
Rabindranath Nayak	Member	Independent Director
Twinkle K. Shah	Member	Non-Executive Director

Term of Reference:

• Determine/ recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board and Identify candidates who are qualified to become Directors and who may be appointed in the Committee and recommend to the Board their appointment and removal.

• Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc;

• Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;

• Determine policy on service contracts, notice period, severance fees for Directors and Senior Management.

• Formulate criteria and carry out evaluation of each Directors performance and performance of the Board as a whole;

• Structure and design a suitable retaining Policy for board and senior management team.

stakeholders relationship committee:

Composition:

members of committee	Position	Category
Suril Saumil Mehta	Chairman	Independent Director
Keyur G.Shah	Member	Executive Director
Twinkle K. Shah	Member	Non-Executive Director

Term of Reference:

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors grievances. The Committee specifically looks into redressing shareholders/ investors complaints/ grievances pertaining to share transfers, non-receipt of annual reports, non-receipt of dividend and other allied complaints. This Committee delegated most of its functions to Registrar and Transfer Agents i.e. “Bigshare Services Private Limited” and has periodic interaction with the representatives of the Registrar and Transfer Agent of the Company. The Committee performs the following functions: -

• Noting Transfer/Transmission of shares.

• Review of Dematerialization/

Rematerialization of shares.

• Issue of new and duplicate share certificates.

• Registration of Power of Attorneys, Probate, Letters of Transmission or similar other documents.

• Monitor expeditious redressal of investor grievance matters received from Stock Exchange(s), SEBI, ROC, etc.;

• Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of Annul Report, dividend, etc.

• All other matters related to shares.

19. Declarations from Independent Directors on Annual Basis:

Pursuant to section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

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

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

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

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

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

20. Meetings:

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

Type of meeting	Date of Meeting	Total Number of Directors as on the date of the meeting.	No. of Directors attended
1 Board Meeting	02-04-2024	3	2
2 Board Meeting	19-04-2024	3	3
3 Board Meeting	24-04-2024	3	3
4 Board Meeting	31-05-2024	3	3
5 Board Meeting	29-06-2024	3	3
6 Board Meeting	22-07-2024	6	3
7 Board Meeting	06-08-2024	6	5
8 Board Meeting	14-10-2024	6	5
9 Board Meeting	15-10-2024	6	5
10 Board Meeting	06-12-2024	6	5
11 Board Meeting	09-01-2025	6	5
12 Board Meeting	05-03-2025	5	4
13 Board Meeting	19-03-2025	5	4

Further, during the year under review, the Annual General Meeting was held on 8^th July 2024 and Extra-Ordinary General Meetings were held on 19^th April 2024 and 30^th August 2024. One resolution regarding ESOP Scheme of the Company was passed by the Shareholders of the Company by Postal ballot on 7^th March 2025.

21. Directors Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirms that:

a. in the preparation of the Annual Accounts for the year ended March 31,2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors had selected Appropriate accounting policies have been applied them.

consistently and judgements and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit & loss of the Company for that period.

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

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

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

22. Auditors:

a. Statutory Auditors:

At the Annual General Meeting held on 8^th July, 2024, M/s. Shah Mehta & Bakshi, a firm of Chartered Accountants, Vadodara (FRN No. 103824W) having a valid Peer review Certificate issued by the Peer Review Board of ICAI, were appointed as Statutory Auditor of the Company from the conclusion of 22^nd Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2029, at a remuneration as may be decided by and between the Auditors and Management of the Company.

The Auditors Report for the financial year ended on March 31,2025, has been provided in “Financial Statements” forming part of this 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.

b. internal Auditors:

M/s. K C Mehta & Co LLP (LLPIN - Abb-3171) is registered as Partnership with limited liability, having their registered office in Vadodara, has been appointed as an Internal Auditor of the company for the Financial Year 2024-25 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half-yearly basis. The scope of the internal audit is approved by the Audit Committee.

c. Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Kashyap Shah & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2025, is attached to the Directors Report and forming part of this Annual Report. (Annexure-D)

The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

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

There was no qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self explanatory and do not call for further information.

24. Frauds reported under Section 143(12) of the Companies Act, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

25. Corporate Social Responsibility (CSR):

The Company has constituted Corporate Social Responsibility (“CSR”) Committee. The CSR Committee has formulated and recommended to the Board, a CSR Policy which provides the overview of projects or programs and the guiding principles for selection, implementation and monitoring of the CSR activities, which has been approved by the Board. The CSR Policy adopted by Board is available on the website of the Company and is accessible through the link:

https://yashhv.com/policies-code-of-conduct-practices

As per the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. Accordingly, Company has to spent Rs. 30.32 Lakh towards CSR activities during the financial year 2024-25.

The Board of Directors noted that Companys CSR spend for the year ended March31, 2025, was Rs. 31.13 Lakh as against its obligation of Rs. 30.32 Lakh. Pursuant to the recommendation by Corporate Social Responsibility Committee and approval by the Board of Directors.

The Annual Report on CSR activities of the Company has been attached as Annexure - B and forms part of this Report.

26. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and Maternity Benefit Act, 1961:

Your Company is committed in providing a healthy environment to all employees that enables them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and maternity Benefit Act, 1961.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending at the beginning of the year or no complaint received during the year the Financial Year 2024-25.

The Company is complying with all the provisions of the Maternity Benefit Act, 1961 and related provisions there of.

27. Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

1. Motion sensor for light on/off control system is installed in some of the offices and the same is under process of implementation with coverage of all offices.

2. On day-to-day basis, checking for compressed air line for any leakage.

3. HVAC system operation training is provided to production team as ongoing process to keep off when not in use especially for 3^rd shift at Factory.

(B) Technology absorption:

1. Efforts, in brief, are made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

• Design Optimization: We have started improving and standardizing designs for new components based on engineering guidelines to make them more efficient and easier to produce.

• Cost Reduction: We changed the design of the transport bolt and reduced its height. This helps to save material and to reduce costs.

• Product Development: We are currently making three bushings using a Unigel filling material. These bushings are now going through internal testing to check their performance.

• Sustainability Efforts: We are working on using corrugated boxes instead of wooden (Jungle wood) boxes for packing bushings. This change will help to reduce negative environmental impact.

2. In the case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), the following information may be furnished:

not applicable

3. Expenditure incurred on Research and Development: C 109.94 Lacs

(C) Foreign exchange earnings and Outgo :

particulars	Amt (C in Lacs)
Foreign Exchange earned in terms of actual inflows during the year.	765.96
Foreign Exchange outgo during the year in terms of actual outflows.	7240.94

28. vigil MECHANISM/WHISTLEBLOWER policy:

In line with the provisions of the Section 177(9) of the Companies Act, 2013, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

During the year under review, no incidence under the above mechanism was reported.

29. CODE OF CONDUCT:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons [Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015]. This Code of Conduct is intended to prevent misuse of Unpublished Price Sensitive Information (“UPS!”) by Designated Persons and their immediate relatives.

30. particulars of the employees and related disclosures:

Your directors placed on record the sense of appreciation for the valuable contribution made by the staff members of the Company and hope that their continued support will help in achieving the goals of the Company.

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘C.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees in terms of the remuneration is attached as Annexure ‘C.

31. Related Parties Transactions:

The particulars of transactions or contracts entered, or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided in Annexure A (in the format AOC-2) and is attached to this Report.

Details of related party transactions entered by the Company, in terms of Accounting Standard-18 have been disclosed in the notes to the financial statements forming part of this Report.

32. Annual Return:

Annual return of Company has been made available on the website of the Company- www.yashhv.com

33. Significant and material order passed by the Regulators/ courts:

During the year under review, no significant and material order was passed by the Regulators or courts.

34. Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules,

2014, the provisions of the Cost Audit are applicable w.e.f. FY 2024-25 as your Company falls under Table-B Category which is Non-Regulated Sector. The Company has appointed Y.S. Thakar & Co, Cost & Management Accountants, Vadodara as Cost Auditor in terms of the aforesaid provisions of the Act and Rules thereof.

35. Compliance of Applicable Secretarial Standards:

During the financial year under review, the Company had complied with applicable Secretarial Standards on Board and General Meetings specified by the Institute of Company Secretaries of India pursuant to Section 118 of the Act.

36. Details of application made or any proceedings pending under Insolvency and Bankruptcy Code, 2016 during the FY along with the current status:

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

37. 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:

Not Applicable

38. Life at Yash Highvoltage Limited:

At Yash Highvoltage, we embrace the ethos of empowering our employees by providing regular training sessions and meetings to foster their growth and development.

Furthermore, we commemorated significant events such as Safety Week and International Womens Day to raise awareness and promote inclusivity at Yash Highvoltage.

FY 2024-25 was a year full of joy, laughter, and celebrating festivals and special occasions in Yash!

39. Acknowledgments:

The Chairman & Board of Directors of the Company takes this opportunity in expressing their gratitude to the bankers of the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company.

	On behalf of the Board
	For Yash Highvoltage Limited
Place : Vadodara	keyur g SHAH
Date : 11th August, 2025	Chairman
	Din-01064190