Your directors have pleasure in presenting their 24th Integrated Annual Report of the Company together with the Audited
Financial Statements of the Company for the year ended on 31st March 2026.

1. FINANCIAL RESULTS/ REVIEW OF OPERATIONS: (' In Lakhs)

Note: The figures for the years ended 31^st March 2026 and 31^st March 2025 are in accordance with Ind AS. The comparative figures for the year
ended 31^st March 2025 have been restated, wherever necessary, in line with Ind AS requirements.

2. TRANSFER TO RESERVES:

During the year under review, the Company has
transferred D3734.01 lakhs to General Reserves.

3. DIVIDEND:

The Board of Directors of the Company has proposed
the final dividend @ D1.40/- on equity shares of Rs 5
each, which will be paid subject to the approval of the
Shareholders at the ensuring general meeting, to those
shareholders who are registered on the register of
members of the Company as on record date.

Pursuant to Regulation 43(A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations"), the Company does
not fall under top 1000 Listed Companies by market
capitalization as on March 31, 2026 and hence the
requirement for adopting the Dividend Distribution
Policy is not applicable to the Company.

4. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY'S AFFAIRS & FUTURE OUTLOOK:

During the financial year 2025-26, the Company achieved
several significant milestones that strengthened its
position as one of India's leading manufacturers of high-
voltage transformer bushings and supported its long¬
term growth strategy.

Record Financial Performance

• Revenue from Operations increased by 57.2% to
¥235.2 Crore in FY26 from ¥149.6 Crore in FY25,
reflecting robust business execution and strong
demand across key markets.

• EBITDA grew by 74.9% to ¥60.4 Crore in FY26
compared to ¥34.5 Crore in FY25, while the
EBITDA margin improved to 25.7% from 23.1%,
demonstrating enhanced operating efficiency and
better product mix.

• Profit After Tax (PAT) rose by 74.0% to ¥37.3

Crore in FY26 from ¥21.4 Crore in FY25. The PAT
margin expanded to 15.9% from 14.3%, reflecting
strong profitability and effective cost management.

• Basic Earnings Per Share (EPS) increased by
46.3% to '13.08 in FY26 compared to '8.94 in FY25,
creating substantial value for shareholders

Highest Ever Order Book

The Company achieved its highest-ever order book,
exceeding '400 crore as of 31 March 2026, providing
strong revenue visibility for the coming periods. The order
backlog includes over 11,000 bushings, reflecting rapidly
rising demand for OIP and RIP bushings. This growth is
driven by the increasing need for power transformers to
support expanding renewable energy integration, rapid
urbanization, data center infrastructure, EV infrastructure,
and the modernization of ageing power grids globally.

The Company's manufacturing capacity for FY 2026-27
was fully booked even before the start of the financial
year, and order inflows for the subsequent year continue
at a robust pace with significant volumes.

The order book has demonstrated strong and consistent
growth, increasing from '150 crore as of 31 March 2025
to '250 crore as of 30 September 2025, and further to
over '400 crore as of 31 March 2026.

Strategic Expansion through Greenfield Project

• Significant progress was made in the Company's
greenfield manufacturing facility at Vadodara,
Gujarat, with an estimated investment of '153 Crore.

• The facility is expected to enhance manufacturing
capacity, enable backward integration for RIP/RIS
core production, and support future export growth.

Significant operational updates

• Achieved a 35% improvement in production
efficiency from H1 to H2, measured in terms of the
number of bushings produced. Labor productivity
also increased by 28%, reflecting enhanced
operational effectiveness.

• Improved On-Time Delivery (OTD) performance
from approximately 62% to 80%, driven by better
production planning, stronger inter-departmental
coordination, and improved material availability.

• FY 2025-26 sales reached a record 7,272 units,
compared to 5,752 units in the previous year. This
strong volume growth, alongside value expansion,
underscores the Company's robust execution
capabilities and operational scalability.

Acquisition of Strategic Stake in Sukrut Electric

The Company acquired a 50% equity stake in Sukrut

Electric, Pune, in Jointly with Quality Power, thereby
strengthening its presence in the transformer component
manufacturing ecosystem.

International Expansion

• The Company established its wholly owned
subsidiary, Yash HV USA Inc., creating a direct sales
and marketing presence in the United States market.

• Strategic distribution partnerships were entered
into with international partners for Europe, North
Africa, the United Kingdom, Ireland and Wales,
enhancing the Company's global reach.

Technology and Product Development

During the year, the Company focused on strengthening
its technology capabilities, expanding its product
portfolio, and building advanced testing infrastructure to
support future growth.

1. New Product Development & Portfolio Expansion

• A dedicated "Technology & Innovation"
function was established to accelerate product
development and enhance capabilities in RIP/
RIS (dry type) bushing technology.

• Development of 72.5 kV to 245 kV RIP bushings
has been initiated, with type testing planned
in FY 2026-27 and initial commercialization
focused on the Indian market.

• The Company is also expanding our RIP
portfolio up to 420 kV, enabling participation
in extra higher voltage substation applications
in Indian grid with market readiness expected
from next year.

• In line with international market requirements,
138 kV and 230 kV OIP bushings are under
validation against IEEE high seismic standards
for the US market and are expected to be ready
by September 2026.

• Additionally, 245 kV short tail bushings are
under development for compact transformer
applications in Europe.

• Continued strengthening of RIP/RIS
technology and localization initiatives in line
with the "Make in India" vision.

• 5% of the Company's revenue in FY 25-26
came from newly developed products such as
IEEE Bushings, Short tail bushings and Oil-Oil
Bushings.

2. Testing Capability Enhancement

To support advanced product development, the
Company has initiated the establishment of high-
current testing facility (up to 25,000 A) for thermal
performance validation. This will be a first-of-its-
kind capability in India, enabling the Company to
cater to global demand for high-current bushings,
particularly in power generation applications.

These initiatives position the Company to
strengthen its technological leadership, expand
into new markets, and enhance its competitiveness
locally & globally.

Quality and Operational Excellence

• Obtained ISO 14001:2015 certification for
Environmental Management Systems and ISO
45001:2018 certification for Occupational Health
and Safety Management Systems.

• Enhanced in-house testing infrastructure through
addition of RIV and TRT testing facilities and
commissioning of a Dew Point Measurement facility.

Global Market Presence

• The Company continued to expand its international
footprint and now serves customers across more
than 60 countries with over 45,000 transformer
bushings installed globally.

Marketing and Branding Initiatives Undertaken During
the Year

During FY 2025-26, the Company elevated its brand
architecture to proactively support its strategic
objectives regarding global market penetration and
large-scale manufacturing expansion. These initiatives
were executed to function as a critical commercial asset,
bridging the gap between our technical engineering
capabilities and the evolving requirements of global
power utilities. Beyond standard brand visibility, our
digital and industry-facing efforts were specifically
designed to solidify institutional trust, articulate the
value proposition of our broad product portfolio, and
support our export growth strategy. By streamlining
the communication and deploying high-impact content
across international platforms, the Company has ensured
that the Yash® identity remains synonymous with
technical reliability, industry-leading innovation, and
long-term sustainability.

Major Campaigns, Events, and Promotional Activities

Strategic participation in global forums, including
CWIEME Berlin 2025, CARILEC USA, Industry Navigator,
and the Vibrant Gujarat Regional Exhibition, served as
the primary vehicle for engaging international decision¬
makers and signaling our manufacturing scale-up to the
global market. These events were managed through a
rigorous promotional cycle that integrated technical
storytelling with targeted outreach, ensuring optimal

return on investment for our marketing expenditure.
Internally, branding and communication programs for
initiatives such as Quality Week and Safety Week were
prioritized to reinforce a corporate culture of excellence,
ensuring that our internal operational standards align
seamlessly with the premium quality promised to our
global clientele.

Customer Engagement and Market Outreach
Achievements

The Company's integrated marketing strategy effectively
expanded our digital presence, achieving a reach of over
6 lakh individuals across key stakeholder demographics.
This engagement was systematically curated to nurture
long-term relationships with industry professionals and
strategic partners. By prioritizing technical authority
through the publication of expert articles, white papers,
and thought leadership content in specialized industry
journals, we have fortified our market position and
credibility. The systematic execution of more than 30
targeted email campaigns and 15 technical application
videos have served to simplify complex engineering
concepts for our customers, thereby reducing technical
barriers and facilitating a measurable increase in global
brand recall and customer loyalty.

Awards, Recognitions, and Notable Milestones

The Company's commitment to operational excellence
and robust market expansion was validated through
significant industry honors. Mr. Keyur Shah, Chairman
& Managing Director, received the Leadership Award
for Entrepreneur at the 4th GEO Excellence Awards,
recognizing his strategic vision in steering the Company
toward new technological frontiers. Furthermore, the
Company was recognized as Runner-Up for Export
Excellence in Manufacturing at the 12th ASSOCHAM
Global SME Excellence Awards 2026. These accolades
serve as external verification of our governance,
technical prowess, and contribution to the energy
sector, confirming that our investments in branding and
outreach are directly contributing to the Company's
sustainable growth and enhanced market capitalization.

Major achievements during the year under review:

(a) The Company recorded a robust 123.38% growth
in export revenue during FY 2025-26, reaching
'17.2 crore compared to '7.7 crore in FY 2024-25,
reflecting strong traction in international markets.
During the year, the Company expanded its global
footprint by entering 13 new geographies, including
Canada, Morocco, Lebanon, South Africa, Thailand,
Colombia, China, the United States, Vietnam,
Peru, the Philippines, Spain, and Turkey, marking
a significant milestone in its international growth
journey.

(b) Exports accounted for 43% of total sales of OIP and
High Current Bushings in FY 2025-26, underscoring
the Company's increasing integration with global
supply chains. The growing acceptance of the
Company's products across diverse and competitive
markets highlights its strong product quality,
technological capabilities, and ability to meet global
standards, positioning it as a reliable partner in the
global power equipment ecosystem.

(c) The management team's focused efforts to enhance
export contribution to overall sales resulted in
landmark order bookings exceeding '22 crore
during FY 2025-26, representing a twofold increase
compared to approximately '11 crore of order
inflows in FY 2024-25.

(d) During the year, the Company successfully
completed the expansion of its OIP manufacturing
facility at the existing premises. This included
the extension of the manufacturing area,
commissioning of high-speed wideband winding
machines, installation of new autoclave systems,
and addition of advanced assembly and oil flooding
stations for OIP bushings.

As a result, the Company's manufacturing capacity
has been enhanced to approximately 10,000 units
per annum, compared to the earlier capacity of
around 6,000 units per annum. This significant
capacity augmentation positions the Company
to effectively cater to the rapidly growing global
demand for transformer bushings.

(e) The expansion of the Company's OIP bushing
range up to 245 kV has witnessed strong customer
traction during FY 2025-26 and continues to gain
momentum. This development is expected to
significantly enhance revenue potential through
increased sales of higher-voltage, higher-value
products, thereby strengthening the Company's
position in the premium segment of the transformer
bushing market.

(f) The Company recorded strong order bookings
for high-voltage 245 kV bushings during the year,
comprising over 1,100 OIP bushings and close to
1,000 RIP bushings, thereby creating significant
revenue potential across both product categories.

In addition, the Company secured substantial orders
for specialized products such as wall bushings and
short tail bushings from both export and domestic
customers, further diversifying its order mix and
strengthening its position in niche application
segments.

(g) The Company executed over 200 High Current
Bushings during FY 2025-26, generating revenue of
approximately '10 crore, compared to '6 crore from
80 units in the previous year. This strong growth in
both volume and value reflects improved execution
capabilities and contributed significantly to the
Company's bottom line.

(h) The export contribution from High Current
Bushings stood at '6.6 crore, accounting for 66% of
total High Current Bushing sales during FY 2025-26.
This strong export mix highlights the Company's
growing global competitiveness in this segment.
Demand for High Current Bushings is expected to
witness sustained growth across both domestic and
international markets, driven by increasing power
generation requirements arising from renewable
energy integration, expansion of data center
infrastructure, and rapid urbanization.

The Company continues to secure several
prestigious export orders for High Current Bushings
for execution over the next two financial years. A
number of these orders are earmarked for end use
in advanced data center projects of a leading global
technology company headquartered in the United
States.

(i) The Company's dedicated Retrofits division for
transformer bushings recorded strong growth
during FY 2025-26, achieving sales of '16.0 crore,
representing a 60% increase compared to '10.2
crore in FY 2024-25. The division continues to be
a key contributor to the Company's profitability,
supported by sustained demand and a growing
installed base requiring refurbishment and
replacement solutions.

Future Outlook

The outlook for the Company remains positive, supported
by robust growth opportunities in the power generation
and transmission sector both in India and globally.
Significant investments in grid modernization, renewable
energy integration, transmission infrastructure expansion,
and increasing electricity demand are expected to drive
sustained demand for transformer bushings.

The Company is well positioned to capitalize on emerging
opportunities, supported by its strong market position,
extensive customer approvals, diversified product
portfolio, and expanding global footprint. An order
book exceeding '400 crore as of 31 March 2026 provides
strong revenue visibility over the coming years.

The power infrastructure sector is entering a multi-year
investment cycle, with grid modernization, renewable

energy integration, and transmission capacity expansion
translating into firm orders rather than mere intent. This
demand environment aligns closely with the Company's
core strengths, as reflected in the significant growth of its
order book—from '150 crore to over '400 crore within
a single year—offering multi-year revenue visibility that
few peers of similar scale can match.

To support this growth, capacity expansion initiatives are
underway. The greenfield facility at Vadodara will enable
localization of RIP/RIS condenser core production, which
is currently import-dependent. This strategic move is
expected to reduce costs, mitigate supply chain risks,
and, importantly, position the Company to competitively
address global markets for RIP/RIS bushings

Internationalization is no longer aspirational, it is
operating. Yash HV USA Inc. gives the Company a direct
commercial presence in its largest addressable export
market. Distribution partnerships across Europe, the
UK, and North Africa extend that reach further. The
Company's stake in Sukrut Electric strengthens its
manufacturing depth within the transformer component
ecosystem, while its association with Quality Power
brings in complementary capabilities, enhancing overall
operational synergy and market positioning.

With increasing adoption of advanced RIP/RIS transformer
bushings globally, the Company is focused on expanding
its presence in this high-growth segment through
technology development, manufacturing excellence, and
customer-centric solutions. The management remains
confident that its strategic investments, strong execution
capabilities, and favorable industry dynamics will enable
the Company to deliver sustainable growth and create
long-term value for all stakeholders.

5. SHARE CAPITAL:

Authorised Share Capital:

The Authorised Share Capital of the Company
D20,00,00,000 (Rupees Twenty crore only) divided into
4,00,00,000 (Four Crore) equity shares of D5/- each of the
Company.

Paid up Capital Share Capital:

The Company's paid-up equity share capital as on 31st
March, 2026 is D14,27,56,245 (Rupees fourteen crore
Twenty Seven lakh fifty six thousand two hundred forty-
five) divided into 2,85,51,249 (Two Crores Eighty-Five
Lakhs Fifty one Thousand Two hundred Forty Nine)equity
shares of D5/- each).

The Company has allotted 58,800 equity shares having
face value of D5/- each upon exercise of vested stock
options by the eligible employees under the Employee
Stock Option Scheme(s) on 13th May, 2026. The existing

paid-up share Capital of the Company is D14,30,50,245
(Rupees fourteen crore thirty lakh fifty thousand two
hundred forty-five) divided into 2,86,10,049 (Two Crores
Eighty-Six Lakhs Ten Thousand Forty Nine)equity shares
of D5/- each).

Buy Back of Securities:

The Company has not bought back any of its securities
during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares
during the year under review.

Bonus Shares:

No Bonus Shares were issued during the year under
review.

Employee Stock Option Scheme:

Pursuant to the approval of the ESOP Scheme 2025 by the
shareholders through postal ballot on 7th March 2025 for
11,42,000 Stock options to be offered to the employees
of the Company, the Company has allotted 58,800 equity
shares having face value of D5/- each upon exercise of
vested stock options by the eligible employees under the
Employee Stock Option Scheme(s)- 2025 on 13th May,
2026.

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

Secretarial Auditor's Certificate in respect of the
Implementation of Employee Stock Option Schemes of
the Company [Pursuant to Regulation 13 of the Securities
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021] attached in the
Board Report as Annexure- A.

PREFERNTIAL ISSSUE OF SECURITIES:

During subsequent to the year under review, the Board of
Directors, at its meeting held on June 22, 2026, approved
a proposal for raising funds by way of a preferential issue
of up to 12,62,131 Equity Shares and up to 8,32,177
Convertible Warrants (each convertible into one Equity
Share) at a price of '721/- per security, aggregating
up to approximately '151 crore, to identified allottees
including institutional investors, family offices and long¬
term investors, subject to the approval of the Members
and other regulatory/statutory approvals as applicable.
The proceeds of the issue are proposed to be utilised
towards expansion of the Company's manufacturing and
testing infrastructure, including development of 550 kV
RIP bushing manufacturing capability and brownfield
expansion of the OIP bushing facility. The preferential

issue is proposed to be undertaken in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies
Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and Chapter V of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended, and the applicable provisions of the SEBI (LODR)
Regulations, 2015.

6. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

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

The Objects for which funds have been raised and where there has been any deviation/ variation, if any as on 31st March 2026
is as tabled below:

7. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has designed and implemented a process
driven framework for Internal Financial Controls within
the meaning of the explanation to Section 134(5)(e) of the
Companies Act, 2013. For the year ended March 31,2026,
the Board considers that the Company has sound Internal
Financial Controls commensurate with the nature and
size of its business operations and operating effectively
and there is no material weakness. The Company has a
process in place to monitor the same and identify gaps,
if any, and implement new and/or improved controls
wherever the effect of such gaps could have a material
effect on the Company's operations.

8. CORPORATE GOVERNANCE:

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

Further Pursuant to Regulation 27(2) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations,
2015, read with Regulation 15 of SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015,
regulations of corporate governance are not applicable
to company. However, the major information of the
corporate governance are already available in this report
in the interest of the shareholders of the Company.

Hence, this Annual Report does not contain a Separate
Corporate Governance Report. However, some of the

important contents are already covered as a part of this
Director's Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

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

10. MATERIAL CHANGES AND COMMITMENT
OCCURRED AFTER THE END OF THE FINANCIAL
YEAR AND UP TO THE DATE OF THE REPORT:

There are 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.

11. SUBSIDIARY COMPANY OR JOINT VENTURE
COMPANY OR ASSOCIATE COMPANY:

During the financial year 2025-26, the Company has
incorporated a wholly owned subsidiary in the United
States of America under the name and style Yash HV
USA Inc., in the State of Texas on 21st April, 2025, with the
objective of supporting the Company's future business
expansion and growth opportunities in international
markets.

Additionally, the Board of Directors, at its meeting held
on 20th May, 2025, approved the acquisition of Yash
HV Power Components Private Limited through the
purchase of 1,000 equity shares of '10 each, aggregating
to '10,000 (Rupees Ten Thousand Only). The acquisition
has been undertaken to strengthen the Company's
presence in the sales and service segment of transformer
components and substation equipment.

Further, during the year under review, the Company has
acquired 20,42,754 equity shares, constituting 50% of the
equity share capital of Sukrut Electric Company Private
Limited, for an aggregate consideration of approximately
'5.35 Crores. Pursuant to the said acquisition, Sukrut
Electric Company Private Limited became a Joint
Venture Company of the Company, with Quality Power
Electrical Equipments Limited continuing to hold the
balance 50% equity shareholding. This acquisition is
to strengthen the Company's strategic position and
enhance business opportunities in the power and
electrical equipment segment.

Accordingly, as on the date of this Report, the Company
has the following subsidiaries/ joint venture/ associate
entities:

Subsidiaries:

1. Abhigam Foundation (Wholly Owned Subsidiary)

2. Yash HV USA Inc. (Wholly Owned Subsidiary)

3. Yash HV Power Components Private Limited
(Wholly Owned Subsidiary)

Joint Venture Company:

1. Sukrut Electric Company Private Limited (50%
stake held by the Company)

The Company does not have any associate company
during the year under review.

12. ACCEPTANCE OF PUBLIC DEPOSITS:

During the year under review, the Company has not
accepted any public deposits falling within the ambit
of Section 73 of the Companies Act, 2013 and the Rules
framed thereunder. The requisite return for FY 2025-26
with respect to amount(s) not considered as deposits has
been filed. The Company does not have any unclaimed
deposits as of date.

13. PARTICULARS OF LOANS, GUARANTEES,
SECURITIES OR INVESTMENTS UNDER SECTION
186:

The particulars of loans, guarantees and investments as
per Section 186 of the Act by the Company have been
disclosed in the financial statements, under Schedule 42.

14. TRANSFER TO INVESTOR EDUCATION &
PROTECTION FUND:

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

15. EVALUATION OF THE PERFORMANCE OF THE
BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013
and applicable regulatory requirements, the Board of
Directors has carried out an annual evaluation of its own
performance, the performance of its committees, and
that of individual Directors.

The evaluation process was undertaken based on criteria
including, inter alia, composition and structure of the
Board, effectiveness of Board processes, participation and
contribution of members, quality of discussions, strategic
guidance, governance practices, flow of information, and
functioning of the Board and its Committees.

The Board observed that its overall performance was
effective and satisfactory and that it continued to
discharge its responsibilities efficiently in supporting the
Company's growth objectives, governance standards,
and long-term strategic direction. The Board further
noted that the Committees of the Board functioned
effectively and independently in accordance with their
respective terms of reference and applicable provisions
of the Companies Act, 2013.

The evaluation of individual Directors was carried
out considering parameters such as attendance and
participation in meetings, contribution to deliberations,
domain knowledge, strategic insights, adherence
to ethical standards, and fulfilment of fiduciary
responsibilities. The Board acknowledged that all
Directors continued to discharge their duties and
responsibilities diligently and contributed significantly
through their experience, expertise, and guidance in
addressing opportunities and challenges faced by the
Company during the financial year.

The Board is satisfied with the overall effectiveness
of the evaluation process and remains committed to
maintaining high standards of corporate governance and
continuous improvement.

16. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNELS (KMPs)

During the financial year under review, there was no
change in the composition of the Board of Directors of
the Company.

However, there was a change in the Key Managerial
Personnel of the Company. Mr. Tushar J Lakhamapurkar,

Company Secretary and Compliance Officer of the
Company, tendered resignation from the position with
effect from 30th May, 2026 due to personal reasons. The
Board placed on record its appreciation for the valuable
contributions and services rendered during the tenure.

Subsequently, the Board, on the recommendation of the
Nomination and Remuneration Committee, appointed
Ms. Bhoomi Talati as the Company Secretary and
Compliance Officer of the Company with effect from
1st June, 2026 in accordance with the provisions of the
Companies Act, 2013 and applicable regulations.

The Board welcomes the appointee and looks forward
for continued support in strengthening governance and
compliance practices of the Company.

17. COMPOSITION OF THE COMMITTEES AND ITS
MEETINGS:

As on March 31, 2026, the Board has following Three
Statutory committees:

AUDIT COMMITTEE:

Composition:

• Related party transactions: Approving or
modifying related party transactions, including
omnibus approvals.

• Inter-corporate loans & investments: Scrutinizing
loans, investments, and guarantees.

• Valuation of undertakings/assets: Overseeing
valuation of assets or undertakings when required.

• Internal controls & risk management: Evaluating
adequacy of internal financial controls and risk
management systems.

• Fund utilization monitoring: Monitoring end-use
of funds raised through public offers.

NOMINATION & REMUNERATION COMMITTEE:

Composition:

Terms of Reference:

• Auditor appointment & remuneration:

Recommending appointment, reappointment,
removal, and remuneration of statutory auditors.

• Auditor independence monitoring: Reviewing
independence and performance of auditors.

• Financial statement examination: Examining

financial statements and auditor's report before
submission to the Board.

Term of Reference:

• Criteria for appointment: Determine and
recommend criteria for appointment of Executive,
Non-Executive, and Independent Directors.
Identify qualified candidates and recommend their
appointment or removal to the Board.

• Remuneration package review: Review and
determine all elements of remuneration for
Executive Directors, including salary, benefits,
bonuses, stock options, and pension.

• Performance-linked incentives: Review and
determine fixed components and performance-
linked incentives for Directors, along with
performance criteria.

• Service contracts policy: Establish policy on
service contracts, notice periods, and severance fees
for Directors and Senior Management.

• Performance evaluation: Formulate criteria and

carry out evaluation of each Director's performance
and the performance of the Board as a whole.

• Retention policy: Structure and design a suitable

retention policy for the Board and senior

management team.

• Board diversity: Ensure diversity in Board

composition, including skills, experience, and
gender representation.

• Succession planning: Oversee succession planning
for Directors and senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition:

Term of Reference:

• Investor relations oversight: Ensure cordial
investor relations and oversee mechanisms for
redressal of grievances.

• Grievance redressal: Address complaints relating
to share transfers, non-receipt of annual reports,
non-receipt of dividends, and other allied matters.

• Share transfers/transmissions: Note and approve
transfer and transmission of shares.

• Dematerialization/ rematerialization: Review
requests for dematerialization and rematerialization
of shares.

• Share certificates: Approve issue of new and
duplicate share certificates.

• Legal registrations: Register Power of Attorneys,
Probate, Letters of Transmission, or similar
documents.

• Regulatory compliance: Monitor expeditious
redressal of investor grievances received from SEBI,
Stock Exchanges, ROC, etc.

• Member queries: Oversee resolution of queries/
complaints from members relating to transfers,
dividends, annual reports, etc.

• Other share matters: Handle all other matters
related to shares and securities of the company.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from
each of the Independent Directors under Section 149(7)
of the Act that they meet the criteria of independence
laid down in Section 149(6) of the Act of the Listing
Regulations and also in the opinion of the Board and as
confirmed by these Directors, they fulfil the conditions
specified in Section 149 of the Act and the Rules made
thereunder about their status as Independent Directors
of the Company.

The Company has received necessary declarations from
all the Independent Directors of the Company confirming
that:

• they meet the criteria of independence as prescribed
under the provisions of the Act, read with Schedule
IV and Rules issued thereunder, and the Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company;

• they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act;
and

• they have registered themselves with the
Independent Director's Database maintained by
the Indian Institute of Corporate Affairs and have
qualified the online proficiency self-assessment test
or are exempted from passing the test as required in
terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

19. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was
held on 3rd March 2026 as per the provisions of Schedule
IV (Code for Independent Directors) of the Companies
Act, 2013 and Regulation 25(3) of Listing Regulations; in
which the following matters were considered:

• Evaluation of the performance of Non-Independent
Directors and the Board of Directors.

• Evaluation of the performance of the Chairman,
taking into account the views of the Executive and
Non-Executive Directors.

• Evaluation of the quality, content and timeliness
of flow of information between the management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties. The
Independent Directors expressed satisfaction with
the overall performance of the Directors and the
Board as a whole.

20. MEETINGS:

Five (5) Board Meetings were held during the FY 1st April, 2025 to 31st March, 2026.

The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013, the
revised Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the
Board of Directors from time to time.

The dates on which the Board meetings were held and convened during FY and details as given:

Further, during the year under review, the Annual General
Meeting was held on 10th September, 2025.

21. DIRECTORS' RESPONSIBILITY STATEMENT
AS REQUIRED UNDER SECTION 134 OF THE
COMPANIES ACT, 2013:

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 Act:

I) That in the preparation of the Annual Financial
Statements for the FY ended 31st March, 2026,
the applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any.

II) That 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 as 31st March, 2026 and of
the profit of the Company for the period ended on
that date.

III) The Directors have taken sufficient and proper
care 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 material fraud and other
irregularities;

IV) The Directors had prepared the annual accounts for
the FY ended 31st March, 2026 on a going concern
basis.

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

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

22. AUDITORS:

A. STATUTORY AUDITORS:

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

The Auditors' Report for the financial year ended
on March 31, 2026, has been provided in "Financial
Statements" forming part of this Annual Report.

The report of the Statutory Auditor does not contain
any qualification, reservation, adverse remark or
disclaimer. The observations made in the Auditor's
Report are self-explanatory and therefore do not
call for any further comments.

B. INTERNAL AUDITORS:

M/s. K C Mehta & Co LLP (LLPIN - ABB-3171) is
registered as Partnership with limited liability,
having their registered office in Vadodara, has been
appointed as an Internal Auditor of the company

for the Financial Year 2025-26 and continues until
resolved further. Internal Auditor is appointed by
the Board of Directors of the Company on a yearly
basis based on the recommendation of the Audit
Committee. The Internal Auditor reports their
findings on the Internal Audit of the Company, to
the Audit Committee on a half-yearly basis. The
scope of the internal audit is approved by the Audit
Committee.

C. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act,
2013 and rules made thereunder, the Company
has appointed M/s. Kashyap Shah & Co., Practicing
Company Secretaries as Secretarial Auditor of the
Company for the financial year ended on March 31,
2026. The Secretarial Audit Report in Form MR-3
for the financial year ended on March 31, 2026, is
attached to the Director's Report and forming part
of this Annual Report. (Annexure- B)

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

23. FRAUDS REPORTED UNDER SECTION 143(12) OF
THE COMPANIES ACT, 2013:

During the year under review, the Statutory Auditors,
Internal Auditors and Secretarial Auditor have not
reported any instances of frauds committed in the
Company by its Directors or Officers or Employees to the
Audit Committee under Section 143(12) of the Companies
Act, 2013, details of which needs to be mentioned in this
Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted Corporate Social
Responsibility ("CSR") Committee. The CSR Committee
has formulated and recommended to the Board, a
CSR Policy which provides the overview of projects
or programs and the guiding principles for selection,
implementation and monitoring of the CSR activities,
which has been approved by the Board. The CSR Policy
adopted by Board is available on the website of the
Company and is accessible through the link:
https://yashhv.com/policies-code-of-conduct-practices

As per the provisions of the Companies Act, 2013, a
company meeting the specified criteria shall spend at
least 2% of its average net profits for three immediately
preceding financial years towards CSR activities.
Accordingly, Company has to spent D40,53,920 towards
CSR activities during the financial year 2025-26.

The Board of Directors noted that Company's CSR spend
for the year ended March31, 2026, was D40,53,920 duly

fulfilled, pursuant to the recommendation of Corporate
Social Responsibility Committee and approval of the
Board of Directors.

The Annual Report for FY 2025-26 on CSR activities of the
Company has been attached as Annexure- C and forms
part of this Report.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPALCE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

In accordance with the requirements of the provisions of
Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and the
Rules made thereunder, the Company has in place
a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women
at workplace. The Company has constituted Internal
Complaints Committee(s) (ICCs) to redress and resolve
any complaints arising under the POSH Act. Training/
awareness programme are conducted throughout the
year to create sensitivity towards ensuring a respectable
workplace.

During the Financial Year under review, no complaints
were pending at the beginning of the year. And the
Company has not received any complaints of sexual
harassment at workplace.

26. COMPLIANCE OF THE PROVISIONS RELATING TO
THE MATERNITY BENEFIT ACT 1961:

During the FY 2025-26, the Board of Directors of the
Company confirms that the Company has complied with
the provisions of the Maternity Benefit Act, 1961, and the
rules made thereunder including relating to maternity
leave and other benefits to women employees.

The Board confirms that the Company is committed to
providing a supportive and inclusive work environment
for all employees, including expectant and new mothers,
and will continue to comply with the provisions of the
Maternity Benefit Act, 1961.

27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EARNINGS AND
OUTGO:

The information pertaining to conservation of energy,
technology absorption, foreign exchange Earnings and

outgo as required under Section 134(3) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished:

(A) Conservation of energy:

Key strategic initiatives undertaken during the
year on water and electricity conservation-

1. An energy-saving device has been installed in the
air conditioning units, resulting in an estimated
reduction of approximately 15%-20% in operating
costs. This initiative supports both cost optimization
and energy efficiency objectives.

2. Treated water from the ETP is being effectively
utilized for gardening activities. This has resulted
in significant water conservation and reduced
dependency on fresh water sources. Approx 10 KL
per month.

(B) Technology absorption:

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

Import substitution:

a. RIP & RIS Bushing Development is going on.
Prototype production will commence in Aug-
26.

b. 36 kV 25000 Amp Bushing is developed and
planned for Temperature rise test in Foreign
test lab

c. OIP Bushings with TUK paper is manufactured
and is under Special test.

Product development:

230 kV NQ series Bushings for EU region are under
development.

Design Optimization:

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

Cost Reduction: We changed the design of the
transport bolt and reduced its height. This helps
to save material and to reduce costs. Other Value
engineering changes are as following:

• Development of casting for Flange extension
of HC Bushings

• Development of Casting flange for 230 kV IEEE
Bushings.

• Change in Spring fixing bolt of 72.5 kV Bushing
from SS304 to HT8.8 MS bolts.

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

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

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

NOT APPLICABLE

2. Expenditure incurred on Research and
Development: 100.78 lakhs

(C) Foreign exchange earnings and Outgo:

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

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

The Whistle Blower Policy aims for conducting the affairs
in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and
ethical behaviour. All employees of the Company are
covered under the Whistle Blower Policy.

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

29. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for all
Board members and senior management personnel.
The Code of Conduct is available on the website of the
Company.

The detail policy on the Code of Conduct is available on
the website at https://www.yashhv.com/investor-portal/
policies-code-of-conduct-and-practices

30. INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation,
2015, the Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
persons of the Company which was reviewed by the Board
from time to time and amended accordingly till date. The
Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company's
shares by the Directors and the designated persons while
in possession of Unpublished Price Sensitive Information
(UPSI) in relation to the Company and during the period
when the Trading Window is closed.

The Company has also installed structural digital
database. The Company has SDD Software License from
Orion Legal Supplies ("Orion") to monitor/ facilitate
compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended.

During the year under review, there has been due
compliance with the said code.

31. DISCLSOURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:

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

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

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

32. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into
during the financial year were on an arm's length basis
and were in the ordinary course of business. There are no
materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial
Personnel, or other designated persons which may have
a potential conflict with the interest of the Company at
large. All the related party transactions are approved by
the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party
Transactions for the purpose of identification and
monitoring of such transactions.

The particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188
entered by the Company during the Financial Year ended
31st March, 2026 in prescribed Form AOC-2 is appended
to this Report as Annexure- F.

The policy on Related Party Transactions as approved by
the Board is uploaded on the website of the Company
and the web link is https://www.yashhv.com/investor-
portal/policies-code-of-conduct-and-practices

33. ANNUAL RETURN:

In terms of the provisions of Section 134(3)(a) and
Section 92(3) of the Companies Act, 2013 and Rule 12
of the Companies (Management and Administration)
Rules, 2014, the Annual Return in form No. MGT -7 of the
Company is available on the website of the Company at
the web-link https://www.yashhv.com/investor-portal/
annual-filings

34. SIGNIFICANT MATERIAL ORDERS PASSED BY
THE REGULATORS OF COURTS OR TRIBUNALS
IMPACTING THE COMPANY'S OPERATION IN
FUTURE:

During the year under review, there were no significant or
material orders passed by regulators, courts, or tribunals
impacting the Company's ongoing concern status and its
operations in the future.

35. MAINTENANCE OF COST RECORD:

The provisions of Section 148(1) of the Companies Act,
2013 are applicable to the Company and accordingly the
Company maintains cost accounts and records in respect
of the applicable products for the year ended March
31,2026.

36. COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:

During the financial year under review, the Company
has complied with applicable Secretarial Standards on

Board and General Meetings specified by the Institute of
Company Secretaries of India pursuant to Section 118 of
the Act.

37. DETAILS OF APPLICATION MADE OR ANY
PROCEEDINGS PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE FY
ALONG WITH THE CURRENT STATUS:

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

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

During the year under review, there were no instances
of onetime settlement with any Banks or Financial
Institutions.

39. RISK MANAGEMENT:

Cyber Crime Reporting:

During the year under review, the Company detected
a cyber fraud incident involving fraudulent email
impersonation of one of its regular overseas (China-based)
suppliers, whereby altered bank account details were
furnished by the fraudster(s), resulting in misdirected
payments. The estimated financial impact of the incident
was '2.10 crore, comprising '1.36 crore towards materials
for which partial shipment was received and '0.74 crore
towards materials not received. The Company disclosed
the incident to BSE Limited under Regulation 30 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with the SEBI Master Circular
dated January 30, 2026, vide intimations dated March 31,
2026 and April 10, 2026. The Company has lodged formal
complaints with the National Cyber Crime Reporting
Portal and the Vadodara Police on April 9, 2026, and
is pursuing recovery of funds through its bankers. The
Company has since strengthened its internal controls
relating to vendor bank account verification, document
review and due diligence for international payments to
prevent recurrence of such incidents. The said incident,
being an exceptional item of '2.10 crore, has been
appropriately disclosed in the Financial Statements for
the year and, in the opinion of the Board, has had no
material adverse impact on the operations, business
continuity or financial position of the Company.

40. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS:

Your Company takes pride in the commitment,
competence and dedication shown by its employees

in all areas of business. Your Company ensures that it
provides a harmonious and cordial working environment
for all its employees. To ensure good human resources
management, your Company focused on all aspects of
the employee lifecycle. This provides holistic experience
for the employee as well. Your Company has Objective
appraisal systems based on Key Result Areas are in place
for all employees.

Your Company is committed to nurture, enhance and
retain talent through superior Learning & Organizational
Development.

Employee Engagement & Celebrations:

Your Company actively fostered a culture of participation
and inclusivity through diverse engagement initiatives
during the year. Key highlights included the observance
of Safety Week to reinforce workplace safety, celebration
of Women's Day to honor and empower women
employees, and the grand Annual Day showcasing talent
and team spirit. The company also organized Quality
Week to promote excellence, and Environment Day to
strengthen sustainability awareness. Vibrant Festival
Celebrations across units enriched cultural diversity,
while the Appreciation Awards recognized outstanding
contributions, motivating employees to excel. These
initiatives collectively enhanced employee morale,
strengthened industrial harmony, and reinforced the
company's commitment to a positive workplace culture.
FY 2025-26 was a year full of joy, laughter, and celebrating
festivals and special occasions in Yash!

41. INVESTOR RELATIONSHIP:

Investor relations is a critical function within a Company
that focuses on building and maintaining relationships
with its investors and stakeholders. It serves as the
bridge between the Company's management team,
its shareholders, analysts, and the broader investment
community. The primary goal of investor relations is
to effectively communicate the Company's financial
performance, strategic direction, and key developments
to the investment community.

The company has maintained strong and transparent
communication with its investors throughout the year.
Regular updates were provided through quarterly
earnings calls, analyst meetings, and shareholder
communications. The organization emphasized
its commitment to sustainable growth, prudent
financial management, and long-term value creation.
Engagement initiatives included timely disclosures,
investor presentations, and participation in industry
forums. The company's proactive approach to investor

relations strengthened trust and confidence among stakeholders, ensuring alignment with strategic objectives and corporate
governance standards.

42. ACKNOWLEDGMENTS:

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

On behalf of the Board
For Yash Highvoltage Limited

Sd/-

Place: Vadodara Keyur Girishchandra Shah

Date: 03-08-2026 Chairman & Managing Director

DIN:01064190