CG Power & Industrial Solutions Ltd

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.

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

(in Rs. crores)

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.

The Industrial Systems recorded revenue of Rs. 6,376 crores in year 2024-25 as compared to Rs. 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 Rs. 743 crores as compared to Rs. 790 crores during the previous year.

The Power Systems recorded revenue of Rs. 3,510 crores in year 2024-25 as compared to Rs. 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 Rs. 668 crores as compared to Rs. 410 crores during the previous year.

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 Rs. 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 Rs. 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 Rs. 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.

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 Rs. 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.

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.

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 Rs. 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 Rs. 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.

• 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.

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.

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.

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.

The Board of Directors at their Meeting held on 18 March, 2025, declared an interim dividend of Rs. 1.30 (Rupees One and Paise Thirty only) (65%) per equity share of Rs. 2/- (Rupees Two only) each. The interim dividend was paid to the Shareholders on 29 March, 2025. The total outfiow on account of said dividend was Rs. 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/pdffifiles/DividendfiDistributionfiPolicy.pdf

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

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 Rs. 41.33 crores (previous year: Rs. 30.27 crores) and registered profit before tax of Rs. 7.63 crores (previous year: Rs. 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 Rs. 302.57 crores (previous year: SEK 334.17 Mn i.e. equivalent to Rs. 265.33 crores) and registered profit before tax of SEK 21.12 Mn i.e. equivalent to Rs. 17.49 crores. (previous year: SEK 36.31 Mn i.e. equivalent to Rs. 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 Rs. 201.19 crores (previous year: € 21.19 Mn i.e. equivalent to Rs. 191.12 crores). It registered profit before tax of € 1.66 Mn i.e. equivalent to Rs. 15.17 crores (previous year: € 0.60 Mn i.e. equivalent to Rs. 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 Rs. 88.14 crores (previous year: € 9.94 Mn i.e. equivalent to Rs. 89.68 crores) and registered profit before tax of € 0.45 Mn i.e. equivalent to Rs. 4.09 crores (previous year: € 0.55 Mn i.e. equivalent to Rs. 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 Rs. 91.35 crores and registered profit before tax of Rs. 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 Rs. 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 Rs. 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. cgglobal.com/assets/pdffifiles/PolicyfideterminingfiMatfiSubsidiaries.pdf

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.

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.

STATUTORY AUDITORS

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

The 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 88^th 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.

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.

BOARD OF DIRECTORS

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.

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.

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 reappointment of Mr. M A M Arunachalam are contained in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual General Meeting.

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.

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.

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.

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.

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/pdffifiles/CGfi RemunerationfiPolicy.pdf

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

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 fiow of information between the Management and the Board.

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.cgglobal.com/assets/pdffifiles/FamiliarisationfiProgrammefiforfiIndependentfiDirectors.pdf

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 confiict 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.cgglobal.com/assets/ pdffifiles/RelatedfiPartyfiTransactionfiPolicy.pdf

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.

In accordance with Regulation 34(2)(f) 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.

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.

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.

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.

• 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.

• 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 11kV 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 62271-111 standard. The Autorecloser in cooperation with sectionaliser enhances the reliability of electrical power in distribution grid.

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 in 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 import substitute.

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

• Development of New Fluxtron Series - a range of Premium MV motors meeting IE3/IE4 energy efficiency standards, better 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 motor 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 for cement segment.

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

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

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

• Designed Coach Control and Monitoring Panels (End Wall 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 for Amrit Bharat Express.

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

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

• Designed and developed, tested and supplied Traction Motor 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.

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.

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.

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.

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.

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 Rs. 17.57 Crores vis-?-vis the statutory requirement of Rs. 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.

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.

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.

The Shareholders of the Company had, through Special Resolution passed by Postal Ballot on 23 September, 2021, approved the introduction and implementation of Employee Stock Option Plan 2021 ("ESOP 2021"/ "Scheme") and authorized the Board / Nomination and Remuneration Committee to issue to the eligible employees, such number of Options under the ESOP 2021, as would be exercisable into, not exceeding 2,70,00,000 (Two Crore Seventy Lakhs) fully paid-up equity shares of Rs. 2/- each in the Company. ESOP 2021 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Company has so far granted 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.

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.

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

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.

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

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

• The authorized share capital of your Company is Rs. 407,60,00,000/- (Rupees Four Hundred Seven Crore and Sixty Lakh) divided into 203,80,00,000 equity shares of Rs. 2/- (Rupees Two) each.

• The subscribed and paid-up share capital of your Company stood at Rs. 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 Rs. 2/- (Rupees Two) each.

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

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#annualfireport

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.

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

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

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

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.

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.

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

(DIN: 01138759)

Mumbai,

6 May, 2025