DIRECTORS' REPORT

Your Directors have pleasure in presenting the 59^th Directors' Report and Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL RESULTS:

* Includes profit (gain) of ' 16.18 crores towards appreciation in value of investment Marked to Market adjustment (Previous year: ' 36.84 crores), being book entry.

PERFORMANCE REVIEW & STATE OF THE COMPANY AFFAIRS:Operations :

During the year under review, the Company achieved its highest-ever sales and service revenue of ' 2,153.68 crores, increase from ' 1,934.23 crores in the previous year. This growth was also reflected in sales volume, which rose to 16,514 MVA from 15,460 MVA in the previous year. Full year results are in line with Company business plan.

Profit Before Tax (PBT) for the year stood at ' 405.79 crores, compared to ' 436.30 crores in the previous year. The decline was primarily driven by:

• Margin Normalization: After an unusually strong margin performance in the prior year, margins are getting normalised.

• Lower Investment Income: Investment returns were impacted by mark-to-market losses, resulting in reduced contribution from treasury operations compared to last year.

Operating and Financial Performance Overview:

The Company's operating performance during the year under review was consistent with its strategic business plan aimed at driving revenue and volume. Despite a challenging macro economic backdrop marked by volatile raw material prices and currency depreciation, the Company achieved growth both in value and volume terms with capacity utilization surpassing 100%, second year in row.

Reflecting the Company's performance, the Board of Directors has proposed a dividend of 1000%, i.e., ' 100 per equity share on a face value of ' 10. This translates to a total payout of ' 101.17 crores.

Sector Outlook and Business Environment:

The outlook for transformer demand remains strong in the medium term. Several major industry players continue to maintain healthy order books from power utilities and have announced significant expansion and capital expenditure plans to scale up production capacities for both power and distribution transformers, over the next few years. The ongoing grid expansion initiatives by utilities — driven by system upgrades, modernization efforts, and increased electrification — are expected to further propel transformer demand in medium term. Additionally, rapid industrialization and the influx of large-scale renewable energy projects are anticipated to drive further grid strengthening and capacity enhancement in the medium term.

The global economic landscape is currently marked by heightened geopolitical tensions and elevated volatility. While domestic macroeconomic parameters remain resilient, ongoing global uncertainties pose risks to capital flows, with the potential to destabilize the economy. In this environment, maintaining adequate buffers is critical. India has witnessed sharp FII outflows and subdued net FDI inflows over the past year, which have exerted pressure on the Indian Rupee and likely to continue in near term.

The strengthening of the US dollar against the Indian rupee remains an area of concern, as it leads to higher landed costs for import-origin raw materials and components, potentially impacting margins.

With the planned capacity additions across the industry and increasing competition, margins are expected to get normalized going forward.

Strategic Focus and Capacity Planning:

The new capacity for power transformers is expected to be operational from July 2026 and will be partly utilized during the year. This phased ramp-up will support higher production volumes and strengthen the Company's ability to scale operations.

As of today, the Company holds an order book of ' 1,510 crores (equivalent to 12377 MVA). The Company will continue to pursue only profitable growth opportunities, with a strong emphasis on maintaining a healthy balance sheet.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

UPDATE ON CAPEX:

Construction of the greenfield EHV Power Transformer manufacturing facility is getting completed as per schedule, with completion targeted by June 2026, subject to unforeseen circumstances.

The Board of Directors of the Company, on its meeting held on May 05, 2026 has approved investment of ' 25 crores for acquisition of new plot of land near Vadodara, to keep land bank ready for future use.

DIVIDEND:

The Board of Directors has recommended a Dividend of 1000% (i.e. ' 100 per share) per equity share having face value of ' 10 each for FY: 2025-26. The dividend would be paid subject to the approval of the members at the ensuing 59^th Annual General Meeting of the Company to be held on July 31, 2026. Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR'), the Dividend Distribution Policy of the Company is available on the Company's website at https://www.voltamptransformers.com/userfile/pdf/1717161435 DIVIDEND%20 DISTRIBUTION%20POLICY.pdf.

AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES :

The Company has not transferred any amount to reserves during FY: 2025-26.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the FY: 2025-26.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the FY: 2025-26 no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During FY: 2025-26, the Company has not made any one-time settlement with the banks or financial institutions and hence, the same is not applicable to the Company.

DETAILS OF PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during FY: 2025-26.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate companies and accordingly, the disclosure in Form AOC-1 pursuant to first proviso to Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 as amended, is not applicable to the Company for FY: 2025-26. Further, the Policy determining "material" subsidiaries has been posted on the website of the Company i.e. https://www.voltamptransformers.com/index.php/dashboard/policies .

DEPOSITS:

The Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Chapter V of the Companies Act 2013 relating to acceptance of deposits is not applicable and hence, no detail of the deposit is given in the report.

SHARE CAPITAL:

During the year under review, the Company has neither issued any securities nor has taken any Corporate Action for cancellation of issues securities, hence, there is no change in share capital structure of the Company.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

The unclaimed dividend amount aggregating to ' 1,45,230/- for the financial year ended on March 31, 2018 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31, 2026, pursuant to Section 124 of the Companies Act, 2013. During the year Company has also transferred shares on which dividend remained unclaimed and unpaid for a period of consecutive seven years pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure - I forming part of this report.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors' Report.

CORPORATE GOVERNANCE:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is given in Annexure - III along with certificate from M/s. J. J. Gandhi & Co., Practicing Company Secretaries, FCS No.3519 and CP No.2515, confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis Report which forms part of this Report as Annexure - IV.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of the Board of Directors, the Members of the Company at the 55^th Annual General Meeting held on August 12, 2022, M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2027.

The Report issued by M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), Statutory Auditor for FY 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer.

During FY: 2025-26, there were no complaints reported which resulted in material fraud by the Company or on the Company. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act and rules made thereunder, the Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Y.S. Thakar & Co., Cost Accountants (Firm Registration No.000318) as the Cost Auditors of the Company, for the Financial year ending March 31, 2027, at a remuneration as mentioned in the Notice convening the 59^th AGM and same is recommended for the consideration and ratification by the members.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for F.Y. 2024-25 on August 11, 2025, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. J. J. Gandhi & Company, Practicing Company Secretaries, Vadodara, to conduct the Secretarial Audit of the Company for the year ended March 31, 2026. The Secretarial Auditor has submitted their report which is appended to this Report as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditor's certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for FY:2025-26 is enclosed to the Director's Report.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. Shah and Shah Associates as the Internal Auditors of the Company. The Internal Auditors have confirmed that

they are not disqualified from being appointed as the Internal Auditors of the Company and satisfy the prescribed eligibility criteria.

There have been no instances of fraud reported by the Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors, to the Audit Committee under Section 143(12) of the Act.

AUDIT COMMITTEE :

The Company has an Audit Committee and as required under Section 177(8) read with Section 134(3) of the Act and the Rules framed thereunder, the composition of the Audit Committee is in line with the provisions of the Act and the LODR. Powers and role of the Audit Committee are included in Corporate Governance Report forming part of this report.

COMMITTEES OF THE BOARD:

The details of all Committees and their terms of reference are set out in the Corporate Governance Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify & evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is no change in Directors and Key Managerial Personnel of the Company, during the year 2025-26.

Mr. Vijay Gupta, Head of the Power Transformer Business Unit, has been elevated to the position of Chief Operating Officer (COO) of the Company.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

Shri Kanubhai S. Patel (DIN: 00008395), Chairman and Managing Director of the Company is liable to retire by rotation at this 59^th AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, has offered himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval of shareholders of the Company at this AGM.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

(a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the Profit of the Company for that period;

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

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

(e) that internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively. and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

Each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, four Meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on the Corporate Governance annexed hereto.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

On recommendation of the Nomination and Remuneration Committee, the Company has formulated, amongst others, a policy on Directors' appointments as well as Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees. The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company (http:// www.voltamptransformers.com/pdf/nomination_remuneration_policy.pdf)

ANNUAL EVALUATION BY THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The evaluation framework for assessing the performance of Board including the Independent Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders' interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

FAMILIARISATION PROGRAMME:

The information regarding familiarization programme for Independent Directors of the Company is mentioned in the Report on Corporate Governance annexed hereto.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no guarantees and securities given in respect of which provision of Section 186 of the Act are applicable. Provision of Section 186 in respect of loans and advances given and investment made have been complied with by the Company. Details of the same is available in notes to the financial statements.

During FY: 2025-26, there were no loans taken by the Company from the Directors or their relatives.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1):

There are no contracts or arrangements entered into with related parties fall under the scope of section 188(1) of the Companies Act 2013, except payment of managerial remuneration to Managing Directors.

Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company. https://www.voltamptransformers.com/investors_desk/policies.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee is constituted by the Board of Directors, pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said Section and the Rules made thereunder. The Policy on CSR has been posted on the website of the Company https://www.voltamptransformers.com/investors_desk/ policies

The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at Annexure - VII of the report.

ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company can be accessed at https://www.voltamptransformers.com/investors_desk/others.

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Act and Regulation 22 of LODR, the Company is required to establish a Vigil Mechanism for Directors and Employees to report genuine concerns. The Company has a Whistleblower Policy in place, and the details of the Whistleblower Policy are provided in the Report on Corporate Governance forming part of this Report. The Policy has been posted on the website of the Company https://www.voltamptransformers.com/index.php/dashboard/policies. Further, we affirmed that no personnel have been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

1) Number of complaints of sexual harassment received: Nil

2) Number of complaints disposed: Nil

3) Number of cases pending for more than 90 days: Nil

As required under Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 during FY 2025-26.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

As stipulated under the listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached in the format prescribed as Annexure VIII and forms integral part of the Annual Report.

SECERETARIAL STANDARD:

During FY: 2025-26, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

APPRECIATION AND ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support & co-operation extended during the year by the Company's customers, business associates, vendors, bankers, investors, Govt. authorities & other Stakeholders.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.