Transcript.pdf

CS Puran Singh Rathore

Good Morning Dear Shareholders, Directors, Auditors and speaker members.

It is a great honor and a privilege to address you today as the Joint

Company Secretary and Compliance Officer of the Company.

I warmly welcome you all to our 33rd Annual General Meeting, conducted via video conferencing and other audio-visual means, as permitted by the Ministry of Corporate Affairs.

Thank you for joining us.

Before handing over proceedings of this AGM to the Chairman of the

Meeting, I want to bring your attention to few important points that –

 The facility of participation at this AGM through VC is available to Members on a first come first served basis.

 All speaker members joining this AGM will be placed on the mute mode. And during the question-answer session, on announcement of the name by the Chairman, the speaker member will be switched to un-mute mode.

 As the meeting is being convened through VC, the facility to appoint a proxy to attend and cast votes for the Members was not available for this AGM. And therefore the Proxy Register is not applicable and available for this AGM.

 All the relevant documents referred to in the Notice of AGM or required to be made available during the AGM are available electronically for inspection at the website of the Company.

 Pursuant to the provisions of the Companies Act, 2013 and the

SEBI Listing Regulations, the Company had provided a facility of remote e-voting to the Members in respect of the business to be transacted at this AGM.

 The remote e-voting prior to the AGM was available from Saturday,

27th September, 2025 at 09.00 am to Monday, 29th September, 2025 at 05.00 pm as per India Time.

 It was not necessary for a Member to vote using the remote e- voting facility prior to the AGM. Members also have an option to cast their vote by attending the AGM through e-Voting available during the AGM. However, Members can opt for only one mode of voting.

 The procedure for e-Voting during the AGM is the same as the instructions mentioned in the Notice of AGM for Remote E-Voting prior to the AGM.

 The members who have cast their vote through remote e-voting prior to the AGM can attend this AGM but shall not be entitled to cast vote again during the AGM.

 Members participating through the VC facility shall be reckoned for the purpose of quorum of this Meeting.

 In case of any queries or issues regarding attending the AGM & e-

Voting from the e-Voting System, members may refer to the process or write an email or contact the persons as mentioned in the

Notice of the AGM.

Now I request our Chairman Sir to please commence the proceeding.

Over to you Chairman Sir!

Mr. Ishwar Chand Agarwal

Dear Fellow Shareholders,

Good morning to everyone,

I am glad to welcome you all to our 33rd Annual General Meeting, being held via Video Conferencing in accordance with the circulars issued by the MCA and SEBI.

Thank you all for joining this AGM via video conferencing. The Company has made every feasible effort to ensure that all members can participate and vote effectively during this meeting.

Members participating via video conference will be counted for the quorum of this meeting in accordance with the MCA circulars and

Section 103 of the Companies Act, 2013. Since the necessary quorum is present, I hereby call this AGM to order.

With me on this video conference, I have,

- Mr. Rajendra Kumar Agarwal,

- Mr. Jitendra Agarwal,

- Mr. Subhash Garg,

- Ms. Shweta Gupta,

- Ms. Sharmila Chavaly,

- Mr. Chirag Patel,

- Mr. Gyan Prakash,

- Mr. Ankit Jhanjhari, Company Secretary,

- Mr. Puran Singh Rathore, Joint Company Secretary,

- Representative of the auditors and

- Mr. Sandeep Kumar Jain of M/s. ARMS & Associates LLP, Scrutinizer for E-Voting Process

Mr. Kailash Agarwal, Mr. Keith Mario, are unable to attend the AGM due to some exigencies.

Now, I would like to provide you with insights into the Company’s performance, operational and technological capabilities, outlook, and other related matters.

Dear Stakeholders,

It is with great pride and a sense of responsibility that I take a moment to reflect on our journey so far, offer insights into our current standing and the path that lies ahead.

As I look back, I am delighted to share that our Company has continued to thrive amidst the dynamic shifts in the smart metering industry.

Our journey has been marked by commitment, innovation and a focus on value creation for all stakeholders.

A Transformational Year of Performance

FY 2024-25 was a defining year for your Company despite a temporary slowdown in the market. We effectively navigated change and embraced opportunities resulting in robust financial performance, disciplined strategic execution and meaningful improvement in margins. Our revenue surged to Rs. 2,442 crore, reflecting an impressive y-o-y growth of over 100%. Our EBITDA increased by approximately 250% to 470 crore and our Profit After Tax (PAT) tripled to reach Rs. 298 crore as compared to last year, demonstrating the strength of our operational model and financial prudence.

Strategically Aligned with India’s Energy Vision

Our long-term vision remains closely aligned with the Government of

India’s accelerated smart metering rollout under the Revamped

Distribution Sector Scheme (RDSS). This national push towards smart infrastructure presents a significant opportunity, and we are actively capitalizing on it through focused execution and strategic alignment.

Our presence across the country, bolstered by ongoing investments in innovation, digital integration and operational excellence, positions us as a natural enabler of this transformation. Furthermore, our robust execution pipeline and a strong, diversified order book ensure robust revenue over the coming years. These fundamentals, coupled with our deep domain knowledge and pan-India execution capabilities, place us in a uniquely resilient position.

Driving Innovation

Our competitive edge is derived from our continuous investment in research, development, software and digitalization. By leveraging advanced technologies and adopting future-ready practices, we are enhancing customer experience, improving operational efficiency and strengthening data-driven decision-making. In the last couple of years, we have also started providing solutions across smart gas and water metering ecosystems. These initiatives not only support immediate business goals but also lay the groundwork for long-term growth.

Strengthening Partnerships and Enabling Impact

The national momentum in smart metering implementation driven by RDSS, coupled with our integrated operations and long-standing partnerships with utilities, has significantly reinforced our leadership in India’s evolving energy landscape.

These partnerships are not merely transactional; they are based on shared objectives, mutual trust and a joint commitment to improving power distribution efficiency and customer satisfaction across the country.

Robust Facilities, Reliable Partnerships, Relentless Quality

Our state-of-the-art manufacturing facilities, equipped with automated

SMT lines, state-of-the-art tool rooms and precision molding enable seamless production from concept to completion. A strategic partnership with GIC, built on a $2 Billion platform, has strengthened our position in the AMISP space, expanding meter supply and service contracts. As GIC’s exclusive AMISP partner in India, we also serve other Advanced Metering Infrastructure Service Providers (AMISPs) as an OEM. Guided by a commitment to quality, safety and consistency, our facilities adhere to stringent national and international standards, including ISO, BIS and IEC. NABL-accredited testing ensures electrical endurance and reliable performance across diverse field conditions.

Sustainability

We are advancing a bold ESG vision with measurable targets for FY

2029-30 anchored in FY 2024-25 benchmarks. Covering carbon emissions, water stewardship, biodiversity, compliance and inclusive workforce growth, our strategy blends renewable energy adoption with efficient resource management. People remain central, with training, diversity and robust governance underpinning progress, while our smart metering solutions, CSR initiatives and strong values align long-term value creation with responsible growth.

A Step towards Lasting Value

We remain committed in our pledge to pursue sustainable growth, guided by transparency, accountability and integrity. Grateful for the trust and support of our stakeholders, we are inspired to build on our achievements, working together to reach new heights of excellence, distinction and lasting value for all.

I will now begin to transact the business as outlined in the Notice dated September 02, 2025, convening this AGM.

The Annual Report for the financial year 2024-25 and the Notice convening the AGM have already been sent via electronic means in accordance with applicable laws. These documents are also available on the Company’s website, as well as on the websites of the Stock

Exchanges BSE and NSE and the E-Voting Agency CDSL.

As the Notice convening this AGM has already been circulated to the

Members, I will take the Notice of this AGM as read.

The Independent Auditor's Report on the Financial Statements for the year ended March 31, 2025, and the Secretarial Auditor's Report both contain no qualifications, observations, or comments regarding financial transactions or matters that adversely affect the functioning of the Company. With the permission of the Members, I will take both Reports as read.

Members who have not cast their vote through remote e-voting and are participating in this AGM via Video Conferencing will have the opportunity to vote during the meeting through the E-Voting System provided by CDSL

Members who have already cast their vote through remote e-voting can attend this AGM but will not be eligible to vote again during the meeting.

The Company has appointed Mr. Sandeep Kumar Jain, and in his absence,

Ms. Lata Gyanmalani, partners at M/s. ARMS & Associates LLP, Company

Secretaries, Jaipur, as the Scrutinizers to oversee the remote e- voting process and the voting at the AGM in a fair and transparent manner.

The results of the e-voting on the resolutions will be declared within two working days of the conclusion of the AGM, based on the

Scrutinizer’s Report. These results will also be displayed on the

Company’s website and on the CDSL website, following intimation to the

Stock Exchanges.

With the permission of the Members, I will now take up the resolutions by briefly describing each one and taking them as read.

The explanatory statement attached to the Notice convening the AGM provides details regarding the special business to be transacted at this meeting. We will open the floor for questions and comments from

Members after all the resolutions have been presented.

There are seven items of business to be transacted at this AGM as per the Notice. Of these seven resolutions, four are ordinary businesses and three are special businesses. Specifically, there are six ordinary resolutions and one special resolution.

Item Number One is “To receive, consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended March 31, 2025, together with the reports of the Board of

Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended March

31, 2025, together with the report of the Auditors thereon

Item Number Two is “To declare dividend of Re. 2.45 (Rupees two and forty five paisa) per equity share of face value of Re.1 each for the financial year ended March 31, 2025”

Item number Three is “To appoint a director in place of Mr. Ishwar

Chand Agarwal (DIN: 00011152), who retires from office by rotation, and being eligible, offers himself for re-appointment”

Item number Four is “To appoint a director in place of Mr. Rajendra

Kumar Agarwal (DIN: 00011127), who retires from office by rotation, and being eligible, offers himself for re-appointment

Item number Five is “To ratify the remuneration of Cost Auditors for the financial year 2025-26”

Item number Six is “Appointment of M/s. ARMS & Associates LLP, Company

Secretaries, Jaipur (ICSI Unique Code: P2011RJ023700) as Secretarial

Auditors of the Company

Item number Seven is “To approve payment of commission to the executive directors/managing directors”

Members who have registered as Speaker Members for this AGM may now ask questions concerning the Annual Report and Notice of the AGM.

I request that Speaker Members not repeat questions that have already been asked and confine their remarks to matters related to the Annual

Report and Notice of the AGM, with a maximum duration of three minutes. Responses to the questions will be provided at the end of the

Question Session.

I will now call upon the Speaker Members one by one.

Now, I request Speaker Member No.1, Mr. Ankur Chanda to ask his question.

{Moderator: I don’t see Ankur sir in the meeting room}

Okay, now I request Speaker Member No.2 Mr. Gagan Kumar to ask his question.

{Moderator: No sir, Mr. Gagan is also not there}

Okay, I request Mr. Manjit Singh.

{Moderator: No sir, No one named Mr. Manjit singh is there in the meeting room}

Then next is Mr. Murlidhar Talrej

{Moderator: No sir, not there}

Mr. Narendra Chouhan

{Moderator: No sir, not present}

Mr. Praveen Kumar

{Moderator: Not available sir}

Mr. Sarvjeet Singh

{Moderator: Not available sir}

Mr. Subhash Chander Wadhwa

{Moderator: Not available sir}

Thank you very much.

I would like to inform you that the e-voting facility will remain open for the next 15 minutes to enable those members who have not cast their votes through remote e-voting and are present here to do so.

We are grateful to all members who participated via the video conferencing facility.

We wish you all the best.

I now declare the meeting concluded.

{The meeting concluded at 11:40 AM.}