CG Power and Industrial Solutions Ltd. : Director's Report
Industry Elec BSE Code 500093 Face Value 2.00
Chairman NSE Code CGPOWER Market Lot 1
Group Murugappa Group ISIN No INE067A01029 Book Closure 01/02/2026
You can view full text of the latest Director's Report for the company.
Year End :2025-03

Your Directors are pleased to present their Eighty-Eighth 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, 2025.

COMPANY PERFORMANCE

Your Company's standalone revenue from operations was ' 9,329
crores during the year under review, compared to ' 7,610 crores in the
previous year, representing a YoY growth of 23%, and the consolidated
revenue from operations was ' 9,909 crores compared to ' 8,046
crores in the previous year, representing a YoY growth of 23% over
the previous year.

Your Company's financial performance for the year ended 31 March, 2025 as compared to the previous year is given in the Table below.
COMPANY FINANCIAL HIGHLIGHTS

r

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations

9,329

7,610

9,909

8,046

EBITDA

1,435

1,227

1,467

1,234

Less: Finance cost

6

3

7

3

Less: Depreciation and amortisation expenses

87

78

112

95

Profit before share of profit / (loss) of associate, exceptional items and tax

1,342

1,146

1,348

1,136

Share of profit / (loss) of associate

-

-

-

-

Profit before exceptional items and tax

1,342

1,146

1,348

1,136

Exceptional items (net)

-

143

-

22

Profit before tax

1,342

1,289

1,348

1,158

Less: Tax Expense

368

285

375

287

Profit from continuing operations

974

1,004

973

871

Less: Minority Interest

NA

NA

(2)

1

Add: Profit from discontinued operations

-

-

-

557

Profit for the year

974

1,004

975

1,427

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 ' 6,376 crores in
year 2024-25 as compared to ' 5,429 crores of year 2023-24,
registering a growth of approx. 17% as compared to previous
year. The operating profit before interest and tax of Industrial
Systems stood at ' 743 crores as compared to ' 790 crores
during the previous year.

b) Power Systems:

The Power Systems recorded revenue of ' 3,510 crores in year
2024-25 as compared to ' 2,598 crores of year 2023-24,
registering a growth of approx. 35% as compared to previous
year. The operating profit before interest and tax of Power

Systems stood at ' 668 crores as compared to ' 410 crores
during the previous year.

EXPANSION

In order to meet the expected increase in demand for the products of
the Company, the Board has approved the following expansion projects
during the year:

A. During FY 2023-24, the Board had approved the expansion of
manufacturing capacity of Power Transformers (T3 unit) of the
Company situated at Mandideep, Bhopal at an investment of
' 31 Crores. The said expansion was for increasing the capacity
from 25,000 MVA to 35,000 MVA.

Further to the above, approval has been provided during the year
for an additional capacity expansion of Power Transformers (T3
unit) at an additional investment of ' 26.64 Crores. The said
expansion would increase the capacity for Power Transformer
from 35,000 MVA to 40,000 MVA.

B. Considering the long-term demand in market along with
Company's scope of increasing its sales in domestic market

and penetrate export markets in selected geography, approval
of the Board has been granted for establishing the Green Field
Transformer manufacturing facility of 45000 MVA capacity in
Western India at an estimated cost of '712 Crores (net of taxes).
The project will be primarily funded through internal accruals,
equity or debt or a combination of it and is expected to be
completed in FY 2027-28.

ACQUISITIONS

1) G.G. Tronics India Private Limited

During the year under review, the Company has acquired 55.60%
stake in M/s. G.G. Tronics India Private Limited (“GGT”) through
a combination of purchase of equity shares from the Promoters
of GGT and by way of subscription to Compulsorily Convertible
Preference Shares (CCPS), which were subsequently converted
into equity shares on 29 March, 2025, for an aggregate
consideration of ' 319.38 Crores.

The said acquisition is in line with the Company's strategic intent
to expand its Railway product portfolio by diversifying into closely
related or adjacent areas poised for growth. The integration is
anticipated to leverage synergies between the companies. The
Company's extensive expertise in manufacturing, engineering
and project management, complemented by GGT's specialized
knowledge in Railway Transport Safety, particularly in the Train
Collision Avoidance System ‘KAVACH,' and embedded systems
would enable the Company to actively pursue ‘KAVACH' and
other Rail Safety projects, in the areas of Electronic Signalling
Sector through GGT.

2) Radio Frequency (“RF”) Components business

During the year under review, the Company had entered
into an Asset Purchase Agreement with Renesas Electronics
America Inc. and other affiliate entities of Renesas Electronics
Corporation (“Renesas”) for acquisition of Radio Frequency
(“RF”) Components business, through one or more subsidiaries
to be incorporated by the Company. The proposed acquisition
of RF Components business was for a consideration of about
USD Thirty-Six Million, subject to customary adjustments and
applicable taxes.

In this regard, the Company has incorporated “Axiro
Semiconductor Private Limited” (Axiro) as a Wholly Owned
Subsidiary Company and further the following Wholly Owned
Subsidiary Companies were incorporated under Axiro viz.,
Axiro Semiconductor Inc. in the State of Delaware, USA, Axiro
Semiconductor Turkey Ara^tirma ve Geli^tirme A.§. in Istanbul,
Turkey and Axiro Semiconductor (Shenzhen) Co., Ltd. in
Shenzhen, China as Step-down Subsidiary Companies.

The acquisition of the RF Components business from Renesas
has been completed on 3 April, 2025.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company, at its Meeting held on
19 October, 2022 had approved a Scheme of Arrangement
(“Scheme”) under Section 230 and other applicable provisions of
the Companies Act, 2013
(“Act”). The Scheme inter-alia provides
for capital reorganization of the Company, whereby it is proposed
to transfer '400 Crores from the General Reserves to the Retained
Earnings of the Company with effect from the Appointed Date i.e. the
effective date of the scheme mentioned in the Scheme. The Scheme is
subject to receipt of regulatory approvals/ clearances from the Hon'ble
National Company Law Tribunal, Mumbai Bench
(“NCLT”), Securities
and Exchange Board of India
(“SEBI”), BSE Limited (“BSE”) and
National Stock Exchange of India Limited
(“NSE”) and such other
approval/clearances, as may be applicable. BSE is appointed as
the Designated Stock Exchange by the Company to obtain the No
Objection Certificate
(“NOC”) from SEBI under Regulation 37 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
BSE had intimated the Company that it can re-submit the Scheme with
revised rationale. After evaluation, the Company has decided not to
proceed with the scheme.

QUALIFIED INSTITUTIONS PLACEMENT

During the year under review, the Board has approved the proposal of
raising funds by way of issuance of such number of equity shares having
face value ' 2/- each of the Company (“Equity Shares”) and/ or other
eligible securities or any combination thereof (hereinafter referred to as
“Securities”), in one or more tranches, in accordance with the provisions
of Chapter VI of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended
from time to time and other applicable laws, for a maximum amount upto
' 3,500 Crores (Rupees Three Thousand Five Hundred Crores Only),
by way of Qualified Institutions Placement (“QIP”) in accordance with
the applicable laws, subject to receipt of such regulatory/ statutory
approvals as may be required. The said proposal was approved by
Shareholders through Postal Ballot on 18 December, 2024.

GENERAL

• During the year under review, the Company's Credit Rating of
‘IND AA ' from India Ratings & Research, remained unchanged.

• The Company has entered into a ‘Development Agreement'
with Skyboard Realty Private Limited, a M/s. K Raheja Corp.
Group Company on 4 July, 2024 for the joint development of
the Company's Property ‘CG House' situated at Dr. Annie Besant
Road, Worli, Mumbai, built on leasehold land. The project is
expected to be completed over 5 years from the date of execution
of the said Development Agreement, subject to the receipt of
necessary approvals.

AWARDS AND RECOGNITIONS
Mr. Vellayan Subbiah, Chairman

Mr. Vellayan Subbiah, Chairman has been awarded the ‘Ernst & Young
World Entrepreneur of the Year 2024 Award' (WEOY) at an award

ceremony held in Monaco's Salle des Etoiles in June 2024. He was
selected from among nearly 5,000 program participants that included
51 winners across 47 countries and jurisdictions competing for the
global title. He is the fourth winner from India in the award's 24-year
history.

The EY organization hosts the annual World Entrepreneur of the Year
event to celebrate the accomplishments of visionary leaders who are
transforming industries, growing the economy and answering the call
to address global challenges.

The EY World Entrepreneur of the Year 2024 was chosen by an
independent panel of judges against four criteria: entrepreneurial
spirit, purpose, growth and impact.

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

The Board at their Meeting held on 23 January, 2024 had
subject to approval of 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.

Sr.

No.

Name of Promoter/
Promoter group

Category

No. of paid-
up equity
shares
held

Percentage

of

shareholding

1.

Ms. Valli Arunachalam

Promoter

Group

0

0.00%

2.

Ms. Vellachi
Murugappan

Promoter

Group

0

0.00%

3.

M V Murugappan
HUF (Karta - Ms. Valli
Arunachalam)

Promoter

Group

0

0.00%

Cumulative holding

0

0.00%

Subsequent thereto, the Company had on 21 February, 2024
made applications to the Stock Exchanges for their approval for the
aforementioned reclassification. The said applications were approved
by the Stock Exchanges on 24 October, 2024.

DIVIDEND

The Board of Directors at their Meeting held on 18 March, 2025,
declared an interim dividend of ' 1.30 (Rupees One and Paise Thirty
only) (65%) per equity share of ' 2/- (Rupees Two only) each. The
interim dividend was paid to the Shareholders on 29 March, 2025. The
total outflow on account of said dividend was ' 198.75 Crores. Your
Board of Directors does not recommend any further dividend for the
financial year 2024-25.

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 Company's website at -
https://www.cgglobal.com/
assets/pdf files/Dividend Distribution Policy.pdf

TRANSFER TO RESERVES

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

Details of subsidiaries as on 31 March, 2025: There are 5 Indian and
19 foreign subsidiaries (including 2 subsidiaries in Belgium along with
their subsidiaries declared as bankrupt; 3 subsidiaries under voluntary
liquidation and 1 subsidiary declared insolvent). During the year under
review, your Company has incorporated “Axiro Semiconductor Private
Limited” (Axiro) as a Wholly Owned Subsidiary Company and further
the following Wholly Owned Subsidiary Companies were incorporated
under Axiro viz., Axiro Semiconductor Inc. in the State of Delaware,
USA, Axiro Semiconductor Turkey Ara§tirma ve Geli§tirme A.§. in
Istanbul, Turkey and Axiro Semiconductor (Shenzhen) Co., Ltd. in
Shenzhen, China as Step-down Subsidiary Companies for acquisition
of RF components business from Renesas Electronics America Inc. and
other affiliate entities of Renesas Electronics Corporation (“Renesas”).
The Company has also acquired 55.60% shareholding in G.G. Tronics
India Private Limited during the year under review and thus making it
a Subsidiary of the Company. Apart from this, your Company has not
incorporated or acquired any company.

During the period under review, your Company has alongwith
Cholamandalam Investment and Finance Company Limited and
Tube Investments of India Limited entered into a Trust Deed dated
11 December, 2024 under the Indian Trusts Act, 1882, and formed
Chola Foundation. Accordingly, Chola Foundation is an Associate of
the Company.

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 Company's
Subsidiary in Goa. Your Company holds 83.59% of CGAPL's
equity share capital. CGAPL manufactures and deals in specialty
adhesive tapes and labels.

During the year under review, CGAPL recorded revenue of
' 41.33 crores (previous year: ' 30.27 crores) and registered
profit before tax of ' 7.63 crores (previous year: ' 4.87 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 revenue of SEK 365.53 Mn i.e. equivalent to
' 302.57 crores (previous year: SEK 334.17 Mn i.e. equivalent
to ' 265.33 crores) and registered profit before tax of SEK 21.12
Mn i.e. equivalent to ' 17.49 crores. (previous year: SEK 36.31
Mn i.e. equivalent to ' 28.83 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 revenue of € 21.99 Mn i.e. equivalent to
' 201.19 crores (previous year: € 21.19 Mn i.e. equivalent to
' 191.12 crores). It registered profit before tax of € 1.66 Mn
i.e. equivalent to ' 15.17 crores (previous year: € 0.60 Mn i.e.
equivalent to ' 5.40 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 revenue of € 9.63 Mn i.e. equivalent
to ' 88.14 crores (previous year: € 9.94 Mn i.e. equivalent to
' 89.68 crores) and registered profit before tax of € 0.45 Mn
i.e. equivalent to ' 4.09 crores (previous year: € 0.55 Mn i.e.
equivalent to ' 4.93 crores).

5. G.G. Tronics India Private Limited:

G.G. Tronics India Private Limited (“GGT”) is Company's
Subsidiary in Bengaluru. The Company has acquired 55.60%
shares in the said Company during FY 2024-25. 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 (from the date of acquisition
till year-end), GGT recorded revenue of ' 91.35 crores and
registered profit before tax of ' 3.75 crores.

6. CG Semi Private Limited:

CG Semi Private Limited is Company's Subsidiary. Your Company
holds 92.34% equity share capital of CG Semi. It is currently
developing Outsourced Semiconductor Assembly and Test
(‘OSAT') facility. During the year under review, CG Semi recorded
a loss before tax of ' 16.12 crores.

7. Axiro Semiconductor Private Limited

Axiro Semiconductor Private Limited (“Axiro”) is Company's
Wholly Owned Subsidiary formed for acquiring Radio Frequency
business of Renesas Electronics America Inc. and other affiliate
entities of Renesas Electronics Corporation. During the year
under review, Axiro recorded a loss before tax of ' 5.98 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 Company's 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.
caalobal.com/assets/Ddf files/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
Company's 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 86th 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 86th AGM till the conclusion of the
91st AGM to be held in the year 2028.

The Auditor's Report on the financial statements of the Company
for the year ended 31 March, 2025, 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 2024-25 as applicable for its product
range.

During the year under review, the Company filed the Cost Audit Report
for the Financial Year 2023-24 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 2025-26 at a remuneration of ' 8,30,000/- (Rupees Eight
Lakh Thirty 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 2025-26 is included
in the Notice convening the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Your Company had appointed M/s. Parikh & Associates, Practicing
Company Secretaries, Mumbai (Firm Registration Number:
P1988MH009800), to undertake the Secretarial Audit of the Company
for Financial Year 2024-25.

Your Company has generally complied with the Secretarial Standards
and the Secretarial Audit Report is annexed in Form MR-3 for Financial
Year 2024-25 as
Annexure 4 to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark.

Further, as per Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read with SEBI
(Listing Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024, the Board of Directors of the Company, at its
Meeting held on 6 May, 2025, has proposed to the Shareholders of
the Company for their approval at the ensuing AGM, the appointment
of M/s. Parikh & Associates, Practicing Company Secretaries
(Firm Registration Number: P1988MH009800), as Secretarial Auditors
of the Company for term of five consecutive years effective from

1 April, 2025. The Notice convening the 88th AGM to be held on
24 July, 2025 sets out the details in this regard.

M/s. Parikh & Associates have confirmed their eligibility as prescribed
under the Listing Regulations for appointment as Secretarial Auditors
and they have further confirmed that they are not disqualified to act as
Secretarial Auditors and they hold a valid certificate issued by the Peer
Review Board of the Institute of Company Secretaries of India.

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 of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (“KMP”)

BOARD OF DIRECTORS
Composition

Your Company's 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 Non¬
Executive 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 Company's 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 appointed:

- Mr. Amar Kaul as Managing Director & CEO of the Company
for a period of five years with effect from 25 July, 2024 upto

24 July, 2029 and the said appointment was approved by the
Members through Postal Ballot on 29 August, 2024.

- Mr. Mammen Chally as an Additional Director in the capacity of
Non-Executive Independent Director of the Company with effect
from 28 January, 2025. His appointment was approved by the
Members through Postal Ballot on 15 March, 2025.

Mr. Natarajan Srinivasan retired as Managing Director of the Company
with effect from close of business hours on 24 July, 2024. The Board
places on record its appreciation for the services rendered by him
and his significant contributions to the Company during his tenure as
Managing Director of the Company.

Mr. Kalyan Kumar Paul resigned as Director of the Company with
effect from close of business hours on 10 September, 2024. The
Board places on record its appreciation of the contribution made by
Mr. Kalyan Kumar Paul during his tenure as a Non-Executive Non¬
Independent Director of the Company.

Ms. Sasikala Varadachari completed her tenure as an Independent
Director of the Company and ceased to be a Director on
17 September, 2024. The Board places on record its appreciation of
the contribution made by Ms. Sasikala Varadachari during her tenure
as an Independent Director of the Company.

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. M A M Arunachalam 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 re¬
appointment of Mr. M A M Arunachalam 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 2024-25, your Board of Directors met 7
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 (w.e.f. 25 July, 2024)

• Mr. Susheel Todi, Chief Financial Officer

• Mr. Sanjay Kumar Chowdhary, Company Secretary

During the year under review, Mr. Natarajan Srinivasan retired as
Managing Director of the Company at the close of business hours on
24 July, 2024.

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 Company's goals, while aligning

the interests of employees, shareholders and all stakeholders in
accordance with the Murugappa Group's 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 Company's Remuneration Policy is available on the website of
the Company under:
https://www.cgglobal.com/assets/pdf files/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 11 March, 2025, 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 Company's 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 Company's website:
https://www.caalobal.com/
assets/pdf files/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 arm's 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/ sitting fees.

The Company's Related Party Transactions Policy is available on the
website of the Company under:
https://www.cgqlobal.com/assets/
pdf files/Related Party Transaction Policy.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 2024-25 are given in the
notes to the Financial Statements.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)© of the Listing Regulations, 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, 2025.

ENTERPRISE RISK MANAGEMENT (“ERM”) FRAMEWORK

Company's 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 Company's R&D activities continued
to focus on development of indigenous and energy efficient products.
Additionally, the Vacuum Interrupter and Instrument Transformer
Division at Aurangabad focused on developing Indian railway rolling
stock products, specifically the 35kV Loco Head Bushing and
high current OIP bushing for transformers used in reactive power
compensation systems like STATCOM coupling transformers.

Power Systems
Transformers

During the year, Power Transformer division's (T3) R&D wing continued
to support the business through its effort to drive innovation, enhance
product offerings and improve operational efficiencies. This focus
resulted in development of several new products, upgradation/
extension on existing products and strengthening of presence in
renewable energy segment.

1. PRODUCT AND TECHNOLOGY DEVELOPMENT:

a. Developed 38/53/63 MVA, 132 kV and 38/53/63 MVA,
220 kV V-Connected Transformers for Indian Railways, with
complete dynamic short-circuit testing.

b. Developed 315 MVA, 400kV Dual LV Transformer for
Solar applications. This is the highest rating transformer,
successfully short-circuit tested for this utility.

c. Developed 50-100MVAr, 330 kV Variable Shunt Reactor,
making us one of the pioneers in India to fully develop this
advanced technology indigenously.

d. T3 division got successful short-circuit tests done on its
products.

e. Developed next generation 765 kV shunt reactors with
exceptionally low noise levels of 70 dBA.

2. Process reliability and effectiveness:

a. Deployed sophisticated FEM tools to assure reliability and
acquire highly calibrated knowledge and know-how.

b. Formed partnerships with globally renowned experts for
continuous reinforcement and calibration of technological
capabilities.

c. Organized Knowledge dispersion program for fast-track
development of young engineers.

d. Continuous improvement and problem solving through
automation and quality tools for LEAN.

e. Standardization at product and component level for efficient
operations.

These initiatives have contributed towards entering new markets and
securing good orders for the coming years, improvement in product
quality and operational excellence.

The R&D wing of Power Transformer division continues to remain
focused on developing new products, improve further reliability and
performance to support and enhance the business.

Switchgear Business
EHV Switchgear

• Developed 800kV Higher Creepage Gas Circuit Breaker designed
for Ultra High Voltage Bulk Power Transmission Application and
it provides improved insulation capabilities to handle extreme
environmental conditions. This breaker is designed to meet
the growing demand for more reliable and efficient electrical
transmission in regions with high humidity, pollution, or harsh
weather, where traditional designs may fall short.

• Developed 72kV & 145kV Dead Tank Breaker for increased
market presence and product basket.

35kV Loco Head Bushing: Developed 35kV Loco head bushing
for Indian Railways. Application of 35kV bushing is to provide
catenary high voltage connection facility to loco transformer

through loco grounded walls. Company has successfully
developed bushing complying to stringent Indian railway
technical specifications and completed type tests as per CLW
(Chittaranjan Locomotive Works) specifications in line with the
requirement given in IEC Standard 61869 and EN 61373.

» High Current OIP Bushing: Developed 72.5kV, 5000Amp high
current OIP condenser bushing for the transformers used in
reactive power compensation system like STATCOM coupling
transformer. Condenser bushings are considered as one of the
vital components of the power transformers. The main function of
bushing is to carry the rated current safely in circuit. Successfully
completed all type tests as per Standard IEC 60137.

» Indigenous Development of Resin Impregnated Paper (RIP)
Condenser Bushings:
Successfully designed, developed and
type-tested RIP Condenser Bushings for voltage levels ranging
from 36kV to 145kV with current ratings of 800A, 1250A,
2000A and 3150A, in full compliance with the Central Electricity
Authority (CEA) guidelines, first Indian Company to achieve
indigenous development of RIP bushings, advancing India's
capabilities in power equipment manufacturing.

> 420kV, 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),
ensuring robust performance in the most demanding seismic
conditions.

> Special Application Bushings for Wall Mounting: Designed
and developed 145kV 2000A and 420kV 1000A bushings for
wall-mounting applications. These bushings are widely used in
high-voltage testing laboratories and facilitate the connection
between GIS equipment and air-insulated systems, enabling
efficient power transfer through substation walls.

> 245 kV, 2500A, and 4000A Current Transformers (“CT”):

These CTs, featuring high-creepage of 31 mm/kV polymer
insulator, were developed to meet the latest specifications
set by PGCIL and other Indian utilities, ensuring exceptional
performance in high-voltage applications.

Polymeric Moulded Lightning Arrester Family: Introduced a
new line of polymeric moulded arresters for voltage ratings up to
245 kV, expanding the product range to cater to both domestic
and international markets.

» 800 kV Porcelain Lightning Arrester: CG became the first

Company in India to successfully test the longest porcelain
arrester unit for a 63kA short-circuit current at KEMA,
Netherlands. This achievement underscores the Company's
leadership in high-voltage arrester technology.

Polymeric Lightning Arresters for Vande Bharat Express:

Designed and developed 40kV primary and 42 kV secondary
polymeric arresters for the Vande Bharat Express, manufactured
by the Integrated Coach Factory, Chennai. This makes CG the
first Indian manufacturer to receive approval for this category.

1000V CT Arrester for Railway Locomotives: Developed
specifically for the protection of traction converter systems in
railway locomotives.

MV Switchgear

• Designed, developed and successfully type tested internal arc
compliant panel for 12 kV, 40 kA, 3150 A VCB with classification
AFLR 40kA for 1 second as per IEC 62271- 200. This is specially
developed for power plant and premium industrial market
segment.

• Designed, developed and successfully type tested 12 kV, 26.3 kA,
2000 A indoor AIS VCB with extended electrical and mechanical
endurance class E2, C2, M2 suitable for earthed and unearthed
neutral system. This is specially developed for sub transmission
and distribution network to increase our product offering.

• Designed, developed and successfully type tested 36 kV, 26.3kA,
2000 A indoor AIS VCB with extended electrical and mechanical
endurance class E2, C2, M2 suitable for earthed and unearthed
neutral system. This is specially developed for sub transmission
and distribution network to increase our product offering.

• Designed, developed and successfully type tested 36 KV, 26.3KA,
2000 A outdoor porcelain clad VCB with extended electrical and
mechanical endurance class E2, C2, M2 suitable for earthed and
unearthed neutral system. This is specially developed for sub
transmission and distribution network to increase our product
offering.

• Designed, developed and successfully type tested 33kV, 31.5kA,
1250A, GIS in 600 mm wide panel with busbar in gas and with
solid insulation busbar system with extended electrical and
mechanical endurance class E2, C2, M2 as per IEC 62271 -
100 suitable for earthed and unearthed neutral system. Also
successfully type tested the internal arc test on its panel for
31.5kA for 1 Sec. - classification AFLR as per IEC 62271-200.
This product is designed and developed especially for Metro rail
business a/c Chennai Metro Rail Ltd.

• Designed developed and successfully type tested 11 kV RMU
with load break switch suited for extended electrical endurance
class E3 for main switch and E2 class for earth switch and M2
class for VCB which is the highest endurance class for RMU.
This will help the Company to explore opportunities to export its
products.

• Designed and developed product technology for 11kV RMU with
dry air, which has got zero GWP and successfully completed the
basic testing.

36kV Autorecloser: Developed 36kV, 800A, 16kA Autorecloser.
The 36kV Recloser is a smart product following Industry 4.0
norms of communication and remote operation. The Product
is fully type tested with complete short circuit electrical duties
and other mandatory type tests. 36kV Autorecloser confirms
to IEC 62271 -1 1 1 standard. The Autorecloser in cooperation
with sectionaliser enhances the reliability of electrical power in
distribution grid.

Industrial Systems

Continued to prioritize the development of innovative and energy-

efficient products, with a focus on indigenous solutions and achieved

several milestones, including:

• Development of New AXELERA Process performances IE4
motors from 80 Frame to 132 Frame with higher efficiency,
better cooling, higher service factor.

• Development of New Compressor series efficient with higher
Power to weight ration, better service factor, Low bearing
temperature for adverse conditions from 30kW to 315 kW.

• Development of Cost effective IE3 Std. Motors from 11kW to 55
kW with less material content.

• Development of 250 Frame Steel Frame alternators with higher
power to weight ration.

• Development of next gen DC motor 280 frame Motors with better
serviceability and better cooling.

• Implementation of various latest design tools to analyse the
parameters of designed products and achieve cost savings on
raw materials.

• Development of Gang - slotting tool from conventional single
notching tool. Resulted in significant increase in productivity and
reduction in process cost.

• Development of programmable double slot notching tools,
resulted in significant increase in productivity and reduction in
process cost.

• Deployment of Servo feeders on all High-speed machines,
resulted in significant increase in productivity, improvement in
quality parameters.

• Development of double row auto stich, auto skew carbide tools
resulted in significant increase in productivity, improvement in
quality parameters as well as raw material savings to the tune of
7% as compared to traditional single row tools.

• New notching machine with Servo control system installed,
resulted in reduction in setting time, power consumption and
increase in productivity.

• Upgraded existing Transformer to Higher energy efficiency level
- resulted in reduction of power losses.

• Installed PLC based Power factor control system with micro
controller to accommodate minor load changes resulted ir
improvement in power factor.

• Development of Transformer Cooling Fans to support high
demand in Power sector.

• Development of BLDC Hub motor for E-Cycle as an impor
substitute.

• Filed Patent on Efficient Wireless Power transmission in Magne
Less Synchronous motors.

• Development of New Fluxtron Series - a range of Premium MV
motors meeting IE3/IE4 energy efficiency standards, bettei
cooling and performance parameters with Optimized material.

- 400 Frame from 250 KW to 900 KW & from 4-8 Pole.

- 450 Frame from 450 KW to 1450 KW & from 4-8 Pole.

- 500 Frame from 750 KW to 2200 KW & from 4-8 Pole.

• Developed an 8.3MW motor equipped with carbon brush length
monitoring, antifriction bearings, carbon dust filtration and online
slipring temperature monitoring system thru IR sensor. This motoi
is being used to drive one of the largest single-drive cement mills
in India.

• Range Extension with development of 4.1MW/8P/VTPC1700 in
water segment.

• Range Extension with development of 4MW/6P/TPC710 foi
cement segment.

Railways

• Developed a fully suspension Traction Motor with High Speed fo
Metro Applications.

• Developed Traction Converter and Train Control and Managemen
Software (TCMS) for MEMU on Board.

• Designed Gear Drive Assembly, Auxiliary Power Converter anc
Axle Hung Nose Suspension Traction Motor for MEMU on Board
Applications.

• Designed Coach Control and Monitoring Panels (End Wal
Panels), Driver Desk and Rear Wall Control Panel for MEMU on
Board.

• Designed, developed and supplied 9000 HP Electrics.

• Designed, developed and supplied Composite Converter fo
Amrit Bharat Express.

• Designed and developed Hotel load converter for the Shatabd
and Rajdhani trains.

• Designed and developed, tested and supplied Traction Motoi
type C1040 for US Export Markets.

• Designed and developed, tested and supplied Traction Motoi
type C1043 for US Export Markets.

• Designed and developed, tested and supplied C6049A1
Companion Alternator for US Export Markets.

• Designed and developed, tested and supplied C5035B2 Axle
Cap Traction Motors for African Export Markets.

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

Details, as required under Section 134 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, 2014, as
amended
(“CSR Rules”), your Company has during the year 2024-25
spent ' 17.57 Crores vis-a-vis the statutory requirement of ' 17.36
Crores, being two percent of the average net profits of your Company
during the three preceding financial years, 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, 2014, 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 ' 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 65,38,590 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 and 21,95,000 Options were
granted during the year 2024-25. Out of the total options granted till
31 March, 2025, 9,63,200 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.cgglobal.
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 under review, no incident of sexual harassment was
reported.

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

Annual Report 2024-25 •—> 66

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 Company's 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, 2025.

SHARE CAPITAL

During the year under review, your Company has allotted 15,36,230
equity shares of ' 2 each, under the ESOP Scheme 2021, to the option
grantees who had exercised their options. The detailed are provided
below:

No. of Shares Allotted

Date of allotment

40,600

13 May, 2024

25,000

9 June, 2024

4,73,140

21 June, 2024

10,000

3 July, 2024

4,53,140

10 July, 2024

5,000

18 July, 2024

30,000

26 July, 2024

41,000

1 August, 2024

20,000

9 August, 2024

38,000

17 August, 2024

19,000

29 August, 2024

40,000

19 November, 2024

25,000

5 December, 2024

11,640

23 December, 2024

1,79,710

26 December, 2024

12,500

30 December, 2024

67,500

16 January, 2025

45,000

10 February, 2025

As at 31 March, 2025, the share capital of the Company is as follows:

• 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 ' 2/-
(Rupees Two) each.

• The subscribed and paid-up share capital of your Company
stood at ' 305,77,38,888/-(Rupees Three Hundred Five Crores
Seventy-Seven Lakhs Thirty-Eight Thousand Eight Hundred
Eighty-Eight only) consisting of 152,88,69,444 equity shares of
' 2/- (Rupees Two) each.

Your Company's 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, 2025 is placed on the website of the Company and
the same is available on the following link:
https://www.cgglobal.com/
financials#annual report

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,
2025 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, 2025 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 Company's performance. The
Directors would also like to thank the Central and State Governments,
Shareholders, State Bank of India, 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, 2025

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