The Directors have pleasure in presenting 33rd Annual Report of the Company together with the Audited Financial Statements for the
financial year ended 31st March, 2025.

1. Financial Highlights

The Company's financial performance for the year ended 31st March, 2025 along with previous year's figures are summarized below:

(Rs. In Lakhs)

2. State of Company’s Affairs

Overview of Economic Context

The Indian economy remained resilient in FY 2024-25, continuing to be one of the fastest-growing economies globally. India's real GDP
growth rate was 6.5%1 supported by strong domestic consumption despite the challenging global economic environment.

Performance Highlights

HPL Electric & Power Ltd. delivered a solid financial performance in FY 2024-25, driven by strong growth in the Metering & Systems
segment and improvements in the Return on Capital Employed (ROCE). The Company achieved a revenue increase of 16.39%, reaching
^1700.24 crore, up from ^1,460.86 crore in FY 2023-24. EBITDA also showed a substantial rise of 32.53%, amounting to ^254.65
crore, compared to ^192.15 crore in the previous year.

The momentum from previous years was sustained, with the company recording its highest-ever quarterly revenue of ^492.54 crore in
Q4 FY25, reflecting a 16.14% year-on-year increase from Q4 FY24, driven primarily by robust performance in the Metering, System &
Services segment.

1. With 6.5% GDP growth, India stands as the fastest growing major economy, PIB, July 06, 2025.

Segment-wise Performance

1. Metering, Systems & Services Segment

The Metering, Systems & Services segment experienced
significant growth, with revenue increasing by 26.16% to ^
1075.61 crore in FY25, up from ^ 852.58 crore in FY24. In Q4
FY25 alone, this segment saw a 22.74% increase in revenue,
reaching ^313.95 crore, compared to ^255.78 crore in Q4
FY24. HPL is well-positioned to capitalize on the expanding
opportunities in the smart meter market. The Company
anticipates continued strong demand in FY25, supported by
a growing order book and strategic investments in capacity
expansion and automation at its manufacturing facilities.

2. Consumer, Industrial & Services Segment

The Consumer, Industrial & Services segment generated
revenue of ^624.63 crore in FY25, marking a marginal growth
of 2.69% over FY24. During the FY25 Domestic, switch gear
segment grown by 16% and wires & cables grown by 24% on
year on year basis, however, the lighting product lines faced
challenges due to industry-wide value erosion driven by
technological changes, leading to a minor contraction in this
segment during Q4 FY25. HPL remains focused on driving
healthy growth in this segment through product innovation,
brand-building initiatives, and expanding distribution reach.

Order Book and Future Outlook

As of May 20, 2025, HPL's order book stands strong at ^3,500
crore, providing solid revenue visibility for the upcoming
year. The Metering, System & Services contributes 99% of
the order book, with the Consumer, Industrial & Services
segment accounting for 01%. The Company is also strategically
expanding its export footprint, leveraging its diverse product
range and robust R&D capabilities to tap into new international
markets.

Looking ahead, HPL is optimistic about the significant
opportunities in the smart metering and consumer segments.
With a diverse product portfolio, cutting-edge technology, and
robust capacity, the company is well-equipped to harness these
opportunities, ensuring sustained growth and value creation
for its stakeholders.

3. Performance of subsidiaries, associates and joint
venture companies and their contribution to the
overall performance of the Company

As on 31st March, 2025, the Company is having only one
subsidiary namely Himachal Energy Private Limited and
two Joint Ventures (JVs) namely HPL Electric & Power Pvt.
Ltd. - Shriji Designs (JV) and HPL Electric & Power Pvt. Ltd.
- Trimurthi Hitech Co. Pvt. Ltd. - Shriji Designs (JV). These
JVs are established as Association of Person (AOP) and not

registered under the Companies Act, 2013 and accordingly are
not Associate Companies as per section 2(6) of the Companies
Act, 2013.

Himachal Energy Private Limited is engaged in the
manufacturing of energy saving meters and other related
products. The Gross Revenue of the Company for the FY 2025
stood at Rs. 10,336.20 lakhs (P.Y. Rs. 8299.70 lakhs). Profit after
tax for the year stood at Rs. 764.13 lakhs (P.Y. Rs. 214.44 lakhs).

4. Names of Companies which have become or ceased
to be its Subsidiaries, Joint Ventures or Associate
Companies during the year

During the Financial Year ended 31st March, 2025, no company
became or ceased to be a subsidiary of the Company or Joint
Venture or Associate Company.

5. Consolidated Financial Statement

The statement (in prescribed Form AOC-1) as required under
Section 129 of the Companies Act, 2013, in respect of the
Subsidiaries and Associate companies of the Company is
annexed as Annexure I and forms an integral part of this Report.

The consolidated financial statements of the Company & its
subsidiary/ associate companies, as mentioned in Form AOC-1,
for the year ended 31st March 2025, prepared in accordance
with Accounting Standard (IND AS-110) “Consolidated
Financial Statements” prescribed by the Institute of Chartered
Accountants of India, form part of the Annual Report and
Financial Statements.

The Financial Statements of the subsidiary company and
the related detailed information (as per Section 129 of
the Companies Act, 2013) will be made available to the
shareholders of the Company and subsidiary company seeking
such information. The financial statements of the subsidiary
company will also be kept for inspection by any shareholder at
Company's Corporate Office/ Registered Office and also that
of the subsidiary. The Company has also uploaded the Financial
Statements of subsidiary company on its website i.e. www.
hplindia.com.

6. Material changes and commitments, if any, 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

There have been no material change and commitment affecting
the financial position of the Company between the end of the
financial year and date of this report.

7. Change in the nature of business, if any

There was no change in the nature of business of the Company
during the financial year ended 31st March, 2025.

8. Reserves

During the period under report, the Company do not propose
to transfer any amount to the General Reserve.

9. Dividend

The Board of Directors in its meeting held on May 22, 2025
recommended a final dividend of Rs. 1 per equity share of Rs.
10 face value (10%) for the financial year ended 31st March,
2025 based on the parameters laid down in the Dividend
Distribution Policy of the Company, subject to the approval of
the shareholders at the ensuing Annual General Meeting of the
Company.

The dividend would be payable to all those Shareholders whose
names appear in the Register of Members as on September 22,
2025 the record date fixed for this purpose.

Further, pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
('SEBI Listing Regulations'), the Board of Directors of the
Company had formulated a Dividend Distribution Policy ('the
Policy') which can be accessed at https://investor.hplindia.
com/photos/investor-pdf/HPL_Dividend_Distribution_
Policy_240524.pdf

10. Share Capital

As on March 31, 2025, the Authorised Share Capital of your
Company is Rs. 70,00,00,000/- comprising of 7,00,00,000
equity shares of Rs. 10/- each. and the paid-up equity share
capital of the Company is Rs. 64,30,04,860/- comprising
6,43,00,486 equity shares of Rs. 10/- each fully paid-up.

11. Public deposits

During the period under report, the Company has not accepted
any deposit within the meaning of Sections 73 and 74 of
the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.

12. Details of Directors or Key Managerial Personnel
including those who were appointed or have resigned
during the year

During the financial year 2024-25, no changes took place in the
composition of the Board of Directors of the Company.

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 and other applicable provisions of the Act, Mr.
Gautam Seth (DIN: 00203405), Joint Managing Director &
CFO of the Company, who retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
reappointment. The Board recommends his re-appointment.

Mr. Lalit Seth (DIN:00312007), was re-appointed as the
Chairman and Whole Time Director of the Company for a period
of three years w.e.f. 21st January, 2025 by the shareholders
in Annual General Meeting held on September 30, 2024. The

prevailing term of Mr. Lalit Seth as Chairman and Whole Time
Director shall expire on 20th January, 2028.

Mr. Rishi Seth (DIN:00203469), was re-appointed as the
Managing Director of the Company for a period of three
years w.e.f. 21st January, 2025 by the shareholders in Annual
General Meeting held on September 30, 2024. The prevailing
term of Mr. Rishi Seth as Managing Director shall expire on
20th January, 2028.

Mr. Gautam Seth (DIN: 00203405), was re-appointed as the
Joint Managing Director of the Company for a period of three
years w.e.f. 21st January, 2025 by the shareholders in Annual
General Meeting held on September 30, 2024. The prevailing
term of Mr. Gautam Seth as Joint Managing Director shall
expire on 20th January, 2028.

Brief details of Mr. Gautam Seth, Directors being recommended
for appointment / re-appointment as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standards have been furnished in the
Notice of 33rd Annual General Meeting.

Mr. Hargovind Sachdev (DIN: 08105319) had been ceased
to be Director of the Company w.e.f. April 12, 2025 due to
completion of his second tenure as Independent Director

Further, the Board of Directors of the Company in its meeting
held on April 10, 2025 has appointed Mr. Ajit Sood (DIN:
08458007) as an Additional Directors to be designated as
Independent Director w.e.f. April 13, 2025 subject to the
approval of the Shareholders and subsequently, Shareholders
approved the appointment of Mr. Ajit Sood (DIN: 08458007)
as an Independent Director on July 02, 2025 by way of Postal
Ballot for a consecutive period of 5 years.

Mr. Ajit Sood is a person of integrity and possesses relevant
expertise and experience as required for the Industry in which
Company operate.

13. Declaration by Independent Director(s) and
reappointment, if any

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the
criteria of independence prescribed under the provisions of
Section 149(6) of the Companies Act, 2013 and Regulation 16
of the SEBI Listing Regulations 2015. Independent Directors
also confirmed 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.

14. Number of meetings of the Board

During the year under report, 5 (Five) meetings of the Board
were held, the details of which forms part of the Corporate
Governance Report.

15. Formal Annual Evaluation of the Performance of the
Board, its Committees and of Individual directors.

Pursuant to the provisions of Section 178 of the Companies Act,
2013 read with Companies (Amendment) Act, 2017 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015, the Nomination and Remuneration Committee has laid
down the manner for effective evaluation of performance of
Board, its committees and individual directors and accordingly
the Board of directors has carried out an annual evaluation of its
own performance, board committees and individual directors.

While evaluating the performance of Board, the Board had
considered the composition and structure of the Board in
terms of size, experience, diversity, effectiveness of the board
process, dissemination of information etc. The Board gives
effective advice and assistance for achieving the company's
mission and vision.

The performance of the committees was evaluated by
the board taking into consideration the factors such as
composition of the committee; effectiveness of committee
meetings; independence of the committee from the Board and
contribution in decision making by the Board etc. It was found
that their performance and functioning was within the mandate
of the Board besides meeting the expectations of the Board.

The performance evaluation of all the individual directors
was carried out after taking into account their individual
contribution to the board and committee meetings such
as preparedness on the issues to be discussed, effective
contribution in the discussion on the various agenda items,
whether the independent directors fulfill the independence
criteria as specified in the Companies Act, 2013 and SEBI
Listing Regulations 2015 and their independence from the
management. Therefore, the outcome of the performance
evaluation for the period under report, was satisfactory and
reflects how well the directors, board and committees are
carrying their respective activities.

The independent directors in its separate meeting held on 12th
February, 2025 without the attendance of non-independent
directors and members of management, reviewed -

(a) the performance of non-independent directors and the
Board as a whole;

(b) the performance of the Chairperson of the company,
taking into account the views of executive directors and
non-executive directors; and

(c) the quality, quantity and timeliness of flow of information
between the company management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.

16. Nomination and Remuneration Policy of Directors,
Key Managerial Personnel and other employees of
the Company

As per the provisions of Section 178 of the Companies Act,
2013, the Board of Directors approved a policy which lays down
a framework in relation to appointment and remuneration of
Directors, Key Managerial Personnel and other employees of
the Company.

The Policy broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to Directors, Key
Managerial Personnel, and other employees. The policy also
provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for
appointment of Key Managerial Personnel / Senior Management
while making selection of the candidates. The above policy
is available on the website of the Company at https://www.
hplindia.com/photos/investor-pdf/Nomination%20and%20
Remun eration%20Policy.pdf

17. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the
Companies Act, 2013, the Annual Return of the Company is
available on the website of the Company at https://investor.
hplindia.com/photos/investor-pdf/Annual-Return-2024-25.
pdf

18. Audit Committee

The details pertaining to the composition of the Audit
Committee are included in the Corporate Governance Report
which is a part of this Annual Report.

19. Vigil mechanism/ Whistle Blower Policy

Pursuant to the provisions of Companies Act, 2013 and SEBI
Listing Regulations 2015, the Company has established a
robust vigil Mechanism for directors and employees to report
to the management instances of unethical behavior, actual
or suspected, fraud or violation of the Company's code of
conduct. The Vigil Mechanism Policy provides that the company
investigates in such incidents, when reported, in an impartial
manner and shall take appropriate action as and when required
to do so. The policy also provides the mechanism for adequate
safeguard against the victimization of Director(s)/employees
who avail the mechanism and also provide for the direct access
to the Chairman of the Audit Committee in exceptional cases.
A vigil Mechanism policy is available on the website of the
company at https://www.hplindia.com/photos/investor-pdf/
Vigil-Mechanism-Policy.pdf.

20. Risk Management

Pursuant to Regulation 21 of the SEBI Listing Regulations, the
Company has constituted a Risk Management Committee, the
details of which are given in Corporate Governance Report.

The Company has in place a robust risk management policy to
anticipate, identify, measure, manage, mitigate, monitor and
report the risk and uncertainties that may have an impact to
achieve the business objective of the company. The Company
recognizes these risks which need to be managed and
mitigated to protect the interest of the stakeholders, to achieve
business objectives and enable sustainable growth. The risk
management framework is aimed at effectively mitigating the
Company's various business and operational risks, through
strategic actions. The Company believes that managing risks
helps in maximizing returns.

An extensive program of internal audits and regular reviews by
the Audit Committee is carried out to ensure compliance with
the best practices.

21. Policy on Material Subsidiary

The Company has framed a Policy on Material Subsidiary under
Regulations 16(c) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, as amended form time
to time, which is available on the website of the company at
https://www.hplindia.com/photos/investor-pdf/Policy-for-
Determing-Material-Subsidiary.Pdf

22. Corporate Social Responsibility (CSR)

It is the responsibility of the corporations operating within
society to contribute towards social and environmental
development that will help in creating a positive impact on
society at large.

The company discharges its CSR obligations either directly or
through publicly registered Implementing Agencies towards
supporting projects in the areas as specified in the schedule VII
of the Companies Act, 2013 for Social welfare; Education and
Health Care etc.

The Board of Directors approved the CSR Policy of the Company
as formulated and recommended by the CSR Committee, which
is available on the website of the Company at https://www.
hplindia.com/photos/investor-pdf/CSR-Policy.pdf A detailed
report on Corporate Social Responsibility as per the provisions
of Companies Act, 2013 is annexed as Annexure II.

23. Particulars of Contracts or Arrangements with
related Parties as per Section 188 of the Companies
Act, 2013

All the transactions entered into with related parties as
defined under the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the financial year
ended 31st March, 2025 were in the ordinary course of business
and on arm's length basis. As per the provisions of Section 177
of the Companies Act, 2013, and Rules made thereunder read
with Regulation 23 of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company had obtained the necessary prior approvals
of the Audit Committee for all the related party transactions.
Further, there were no material related party transactions with
promoters & promoter's group, directors or Key Management
Personnel during the year under report.

None of the transactions with any of the related parties were
in conflict with the interest of the Company rather, they
synchronize and synergise with the Company's operations. The
details of Related Party Transactions are available at Note no.
42 of the Standalone Financial Statements.

The Company has framed a Policy on materiality of Related Party
Transactions and on dealing with related party Transactions in
accordance with SEBI Listing Regulations 2015 and Companies
Act, 2013, as amended. The Policy intends to ensure that
proper reporting;approval and disclosure processes are in
place for all transactions between the Company and related
parties. The policy is available on the website of the company
at https://www.hplindia.com/photos/investor-pdf/Related-
Party-Transactions-Policy.pdf and the Details of Related Party
Transactions are annexed as per Form AOC-2 in Annexure III.

24. Auditors

A) Statutory Auditors

As per the provisions of Section 139(1) of the Companies
Act, 2013, the Company had appointed M/s. Sakshi &
Associates, Chartered Accountants (Regn. No. 025099N)
as Statutory Auditors for a period of 5 (Five) years in the
Annual General Meeting of the company held on 30th
September 2022.

Statutory Auditors Report

The observations of the Statutory Auditors in its reports
on the standalone and consolidated financials are self¬
explanatory and therefore do not call for any further
comments.

There was no instance of fraud during the year under
report, which required the Statutory Auditors to report to
the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.

B) Cost Auditors

As per Section 148 of the Companies Act, 2013, the
company is required to have the audit of its cost records
conducted by a Cost Accountant in practice. Pursuant to
the provisions of Section 148 of the Companies Act, 2013
read with Companies (Cost Records and Audit) Rules, 2014
and other applicable provisions of the Act, as amended
from time to time, the Company is required to maintain
the cost records as specified by the Central Government
and accordingly such accounts and records were made and
maintained for the financial year ended 31st March, 2025.

The Board of Directors of the Company, on the
recommendation made by the Audit Committee, in its
meetings held on August 13, 2025, have appointed M/s.
M.K Singhal & Co, Cost Accountants, (Firm Registration
No. 00074) of the Company to conduct the audit of
cost records of its certain products specified by the
Central Government under the Companies Act 2013 and
Rules made thereunder. M/s. M. K. Singhal & Co, Cost
Accountants, being eligible, have consented to act as the
Cost Auditors of the Company for the financial year 2025¬
26.

The remuneration payable to the Cost Auditor of the
Company has been proposed for the ratification by the
members of the Company and shall form part of the notice
of the 33rd Annual General Meeting.

The company has received the Cost Audit Report of the
company for the financial year ended 31st March, 2024
and the same was filed in XBRL mode within due date.

C) Secretarial Auditors

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder read with
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time
to time, M/s. AVA Associates, Company Secretaries were
re-appointed as Secretarial Auditors of the Company to
conduct Secretarial Audit of the Company for the financial
year ended 31st March, 2025.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st
March, 2025 as submitted by Secretarial Auditor in Form MR-3
is annexed to this Report as Annexure IV.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the Secretarial
Auditors in their Secretarial Audit Report that may call for any
explanation from the Directors.

The Board of Directors of the Company, on the recommendation
of the Audit Committee, in its meetings held on August 13, 2025
has re-appointed M/s. AVA Associates, Company Secretaries,
for a period of 5 consecutive years commencing from April 01,
2025 till March 31, 2030.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended
31st March, 2025 on compliance of all applicable SEBI Listing
Regulations 2015 and circulars/ guidelines issued thereunder,
was obtained from M/s AVA Associates, Secretarial Auditors,
and submitted to both the stock exchanges. The Secretarial
Compliance Report for the financial year ended 31st
March, 2025 is available on the website of the Company at
https://investor.hplindia.com/photos/investor-pdf/Annual-
Secretarial-Compliance-Report.pdf

25. Particulars of Loans, Guarantees or investments
under Section 186 of the Companies Act, 2013

The investment made by the company in the subsidiary company
in the form of equity share capital is disclosed in the notes to
the Audited Financial Statements forming part of this Annual
Report. The company has not given any loans, guarantees or
provided any security in connection with a loan to any body
corporate or person as per section 186 of the Companies Act,
2013 during the period under report.

26. Particulars of remuneration of Directors/ KMP/
Employees

The information required to be disclosed in the Director's Report
pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is set out in Annexure V to
this report.

27. Research and Development

Driven by the continuous thrust of innovation, HPL have
been always committed to deliver next level of products,
Solutions and quality to its customers. It has undertaken a lot
of initiatives to accelerate the customer satisfaction curve in
the upward direction. R&D Centers and Testing Laboratories
have always been a prime chunk of investment to become as
par with emerging technologies and customer expectations.

All the NABL accredited Testing Laboratories and R&D
centers at HPL are dedicated to develop world-class products,
meeting stringent Quality standards and delivering customer
delight. Teams have been focused to meet the growing market
challenges in the field of Switchgear, LV Panels, Solar, Lighting,
Wiring Accessories and Metering etc with the early adoption of
thriving technologies for our Products and processes.

Our R&D centers are recognized by DSIR (Department of
Scientific and Industrial Research). Our Gurugram R&D center
is certified for CMMi V2.0 Maturity Level 3 for design and
development of state of art Smart meters, high end energy
meters, Pre-paid energy meters, panel meters and centralized
system for Street light management system. Our R&D-Jabli
center is recognized by NABL for MCB, RCCB Products testing.

Our Products are tested as per respective IEC Standards in third
party Labs like CPRI, ERDA, TUV, INTERTEK. We have approval
from Dekra -Netherlands for CB Certificate and KEMA for
multiple Product ranges which will be a global gateway for
International Markets. Recently, the Kundli plant laboratory
has been NABL accredited, which shows HPL's efforts in
further strengthening its R&D work in the field of Switchgear &
Lighting products.

Also, we are supporting policies of GOI by design & launch
of cutting edge innovative solutions; DC MCB, Smart Prepaid
meters to support smart meter rollout policy. HPL offers

dedicated range of products like ACBs, Changeovers, Isolators,
MCCBs, Fuses, MCBs etc to support Renewable energy
generation (e.g. Solar) policy, indigenous technology & product
development for 'Make in India' drive. In line with the revamp
& reformations going on in distribution sector, HPL also offers
system based solutions best suited for distribution applications.

As a leading organization in Metering, Switchgears, Wiring
Accessories segment, we have been participating at various
forums like BIS, IEEMA in formation, update & revision of
standards for metering & Switchgear products.

The R&D units have been continuously keeping shoulder to
the wheel to improve the reliability and life cycle of products
being manufactured at our ISO 9001:2015 certified plants.
Being a responsible contributor towards Health, safety and
environment, HPL offers a broad basket of product with “CE”
Certification. Moreover, all the plants are RoHS complaint to
meet the demands of the new era of business, globally.

All R&D units are determined to timely delivery of new products
under development with the objective of Meet-Beat-Supersede
the competition in the market. It works on a cohesive approach
to narrow down the gaps in process from concept to customer.
This is being achieved by detailed Electronic product design,
3D modeling, Software Simulations, production process centric
prototyping and Prototype validation before commencing tool
& complete product manufacturing. Thereby, increasing the
efficiency of the organization by cutting down the iteration
time and cost during development process.

HPL is continuously working on multiple smart engineering
electrical products to meet the future market demands. LEDs
being called the fourth generation light source, HPL is keeping
itself abreast with innovative lighting products. HPL have
been continuously inclined towards achieving the milestones
for innovative lighting products, Switchgear Products, Solar
Products, Surge Protection Device, ACCL, RCBO, Higher
Rating MCB etc. Multidirectional steps are being taken towards
adoption of emerging trends like Smart Switchgears, Smart
meters, Industry-4.0 enabled manufacturing facilities, Eco
friendly products and packing, Green and sustainable initiatives
etc.

28. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is
attached as Annexure VI to this report.

29. Corporate Governance Report

The Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate

Governance requirements set out by Securities and Exchange
Board of India. The report on Corporate Governance as
stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms an integral part of this Report. The requisite
certificate from M/s. Sakshi & Associates, Statutory Auditors of
the Company confirming compliance of conditions of corporate
governance is also annexed to the Corporate Governance
Report.

30. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability Report in
terms of the provisions of Regulation 34 of the SEBI LODR is
available as a separate section in the Annual Report.

31. Transfer to Investor Education and Protection Fund

Pursuant to the provisions of Section 124(5) of the Companies
Act, 2013, all unpaid or unclaimed dividends for a period of
seven years are required to be transferred by the Company to
the Investor Education and Protection Fund (IEPF) established
by the Central Government.

The unclaimed dividends in respect of the Financial Year 2017¬
18 and the shares in respect of which dividend entitlements
remained unclaimed for seven consecutive years will be due
for transfer to the IEPF in the year 2025. Investors who have
not yet claimed these dividends are requested to contact the
Company or the RTA of the Company for any support required
in this regard. Members are requested to complete requisite
formalities for claiming their unpaid dividend(s), if any, to avoid
transfer of such shares to IEPF.

32. Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) and 134(5) of the Companies
Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

b. the directors had 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 and of the profit and loss of
the Company for that period;

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

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

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

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

33. Disclosure under the sexual harassment of women
at workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has always believed in providing a safe and
harassment free workplace for every individual working in the
Company premises through various interventions and practices.
The Company always endeavors to create and provide an
environment that is free from discrimination and harassment
including sexual harassment.

The Company has in place robust policy on prevention,
prohibition and redressal of complaints relating to sexual
harassment at workplace which is applicable to the company
as per the provisions of Sexual Harassment of Women at
Workplace (Prevention, prohibition and Redressal) Act, 2013.
The company has complied with the provisions relating to
the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention,
prohibition and Redressal) Act, 2013.

During the year under report, the company has neither received
nor disposed-off any complaint pertaining to sexual harassment.

Further, none of the complaints was pending for a period of
more than 90 days.

34. Statement with respect to compliance the provisions
of Maternity Benefit Act, 1961

During the period under review, Company has duly complied
with the applicable provisions of Maternity Benefit Act, 1961.

35. Significant/material orders passed by the regulators

There is no significant/material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status of the
Company and its operations in future.

36. Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

37. Internal Financial Control Systems and their
adequacy

The Company has adopted policies and procedures for
effective internal controls system. This ensures that all
transactions are authorized, recorded & timely preparation
of reliable financial information, the safeguarding of
its assets, the prevention and detection of frauds and
errors. The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations.

38. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year under report, as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is also presented in a
separate section forming part of this Annual Report.

39. CEO and CFO Certificate

CEO and CFO Certificate as prescribed under Schedule- II
Part B of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is annexed to the Corporate Governance Report
forming part of this Annual Report.

40. Disclosure of commission paid to Managing
Director or Whole time directors

There is no commission paid or payable by the company to
the managing director or the whole time directors.

41. Acknowledgement

The Board of Directors acknowledges the continued
co-operation assistance and support the Company has
received from various Government Departments, Banks/
financial Institutions and shareholders. The Board also
places on record its appreciation for the sincere services
rendered by employees of the company at all levels and the
support and co-operation extended by the valued business
associates and the continuous patronage of the customers
of the Company.

For and on Behalf of the Board
For HPL Electric & Power Limited

Lalit Seth

Date : August 13 ,2025 Chairman and Whole-time Director
Place : Kundli DIN: 00312007