డైరెక్టర్ల నివేదిక Powerica Ltd.

Your Directors are pleased to present this 42^nd Annual Report together with the Audited Statement of Accounts for the financial year
ended March 31, 2026 of Powerica Limited ("Powerica" or the "Company").

1. FINANCIAL RESULTS:

Company''s financial performance (standalone and consolidated) for the financial year ended March 31,2026 , is summarized below:

(in H Crores)

2. OPERATIONS AND BUSINESS PERFORMANCE(STATE OF COMPANY''S AFFAIRS):

I. Standalone Results:

Your Company has achieved total income of
H 2,641.93 Crores for the year compared to the
previous year''s H 2,558.90 Crores showing an
increase of 3.24%. The EBIDTA for the year was
H 290.08 Crores compared to H 299.70 Crores in the
previous year. The Profit before Tax for the year was
H 197.40 Crores compared to the previous year of
H 214.38 Crores. The Profit after Tax for the year was
H 201.63 Crores compared to the previous year of
H 141.68 Crores resulting in an increase of 42.31%.

II. Consolidated Results:

Your Company has achieved total income of
H 3,054.55 Crores for the year compared to
the previous year''s H 2,711.13 Crores showing
increase of 12.67%. The EBIDTA for the year was
H 386.31 Crores compared to H 345.51 Crores in the
previous year resulting in an increase by 11.81%.
The Profit before Tax for the year was H 287.11
Crores compared to the previous year of H 253.49
Crores resulting in an increase of 13.26%. The Profit

after Tax for the year was H 277.31 Crores compared
to the previous year of H 172.19 Crores resulting
in an increase of 61.05% on account of the lower
tax expense for the financial year is attributed to a
deferred tax credit of H 51.03 Crores. All intercompany
transactions are netted out at the time of consolidation
and hence, the profits and revenues are reduced
to that extent.

III. Initial Public Offering of Equity Shares and
Utilisation of Issue Proceeds:

a. Initial Public Offering:

During the year under review, the Company made
an Initial Public Offering ("IPO") aggregating to
H 1100.00 Crores comprising of 2,78,53,058 equity
shares of face value of H 5 each at an issue price
of H 395 per share (including a share premium of
H 390 per share). The issue comprised of a fresh
issue of 1,77,26,477 equity shares aggregating to
H 700 Crores and offer for sale of 1,01,26,581 equity
shares by selling shareholders aggregating to
H 400 Crores. Pursuant to the IPO, the equity shares of
the Company were listed on National Stock Exchange
of India Limited ("NSE") and BSE Limited ("BSE")
on April 2, 2026.

b. Proceeds from the IPO:

The net proceeds of IPO are yet to be utilised as the Company got listed on April 2, 2026.
The following table sets forth details of utilisation of the Net Proceeds of the funds raised through IPO:

IV. Business update and state of Company''s
affairs:

The information on the Company''s affairs and related
matters are provided in the Management Discussion and
Analysis Report, which has been prepared, inter-alia,
in compliance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and forms part of the
Board''s Report as "Annexure-I".

3. DIVIDEND AND REDEMPTION PROCEEDS OF
PREFERENCE SHARES:

The Board of Directors at their meeting held on March
12, 2026, had declared an interim dividend of H 2.75 per
equity share for the financial year ended March 31, 2026,
resulting in a total outflow of H 29.93 Crores. Given the
circumstances, it is proposed that this interim dividend be
considered as the final dividend.

i) Unpaid/Unclaimed Dividend on Equity Shares:

The unpaid interim dividend amounting to H 0.08
Crores has been transferred to "M/S.POWERICA
LIMITED INTERIM DIVIDEND ACCOUNT 2025¬
2026" within specified time limit.

ii) Unpaid/Unclaimed Dividend on Preference Shares:

As per the terms of the preference shares, the
Company has paid preference dividend at the rate
of 0.001% on face value of H 10 each on preference
shares for the financial year 2023-24 to the preference
shareholders on July 10, 2024. The unclaimed
preference dividend of H 1 has been transferred to
"POWERICA LTD UNPAID PREFERENCE DIV23 24"
within specified time limit.

iii) Unpaid/Unclaimed Redemption Money of
0.001% non-convertible, non-cumulative,
redeemable preference shares:

The Board of Directors at their meeting held on
November 29, 2024 approved redemption of
99,27,834 0.001% non-convertible, non-cumulative,
redeemable preference shares issued pursuant

to Composite Scheme of Amalgamation and
Arrangement approved by the National Company Law
Tribunal ("NCLT"), Mumbai Bench vide its order dated
April 28, 2023. Accordingly, all the preference shares
including preference shares lying in the Unclaimed
Securities Suspense Account were redeemed and
corporate action for cancellation of shares was
executed with the National Securities Depository
Limited ("NSDL") on December 20, 2024. Further,
the unclaimed redemption amount of H 0.01 Crores
corresponding to securities from Unclaimed Securities
Suspense Account was credited to "POWERICA LTD-
UNPAID REDEMPTION MONEY A/C".

In terms of Regulation 43A of the SEBI Listing
Regulations including amendments thereunder, the
Dividend Distribution Policy ofthe Company is available
on the Company''s website athttps://www.powericaltd.
com/investor-relations/corporate-governance.

4. TRANSFER TO RESERVE:

During the year under review, the Company has not
transferred any amounts to the general reserve. For
complete details on movement in reserves and surplus
during the financial year ended March 31, 2026, please
refer to the ''Statement of Changes in Equity'' included in the
standalone and consolidated financial statements which
form part of this Annual Report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company
and its subsidiaries for FY 2025-26 have been prepared in
compliance with the applicable provisions of the Companies
Act, 2013 ("the Act") and as stipulated under Regulation 33 of
the SEBI Listing Regulations as well as in accordance with the
Companies (Indian Accounting Standards) Rules, 2015 ("Ind
AS"). The audited consolidated financial statements together
with the Independent Auditor''s Report thereon form part of
this Annual Report.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the Financial Statement

of the subsidiary companies is attached to the Board''s
Report in Form AOC-1 as “Annexure-II”.

Further, pursuant to the provisions of Section 136 of the
Act, the Company will make available the said financial
statements of the subsidiary companies upon request
by any Member of the Company or its subsidiary
companies. These financial statements of the Company
and the subsidiary companies will also be kept open for
inspection by any member. The members can send an
e-mail to[email protected]upto the
date of the AGM and the same would also be available on
the Company''s website at: https://www.powericaltd.com/
investor-relations/financial-highlights#financial-statments-
of-subsidiaries.

6. SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company has 5 (Five) subsidiaries and 1 (One)
associate company:

(a) Subsidiary Companies:

• Vartaman Wind Energy Private Limited
(Wholly Owned Subsidiary)

The Company holds 100% shareholding in Vartaman
Wind Energy Private Limited (“Vartaman”) which is
engaged in the business of, inter alia, infrastructure
development and services for wind power projects,
solar power projects, renewable and green
energy projects, power supply works or any other
structural work.

• Paramount Windfarms Private

Limited (Subsidiary)

The Company holds 51% shareholding in Paramount
Windfarms Private Limited (“Paramount”) which is
engaged in the business of, inter alia, development
and construction of wind power projects, solar power
projects, renewable and green energy projects, power
supply works or any other structural work.

• Powerica Renewable Infra Private
Limited (Subsidiary)

The Company holds 65% shareholding in Powerica
Renewable Infra Private Limited (“PRIPL”) which is
engaged in the business of, inter alia, infrastructure
development and services for wind power projects,
solar power projects, hybrid wind-solar park/ plant,
renewable and green energy projects, power supply
works or any other structural work.

• Powerica Power Systems (FZE) (Wholly
Owned Subsidiary)

The Company holds 100% shareholding in Powerica
Power Systems (FZE) (“Powerica FZE”) which is
engaged in the business of, inter alia, providing
services of power generation, transmission &
distribution equipment trading.

• Windstride Power Private Limited (Wholly
Owned Subsidiary)

The Company holds 100% shareholding in Windstride
Power Private Limited (“Windstride”) which is engaged
in the business of, inter alia, infrastructure development
and services for renewable power projects, wind
power projects, solar power projects, wind-solar

hybrid power projects, hydrogen power plant, power
supply works or any other structural work.

(b) Associate Company:

• Platino Automotive Private Limited

The Company holds 50% in Platino Automotive
Private Limited (“Platino”) which is engaged in
the business of, inter alia, manufacturing, buying,
selling, reselling, importing, exporting, transporting,
storing, processing, packing, developing, promoting,
marketing or supplying, trading, dealing in pollution
control equipment for diesel generators, cars, trucks,
off road vehicles, bus and all motor vehicles, sea
and air transport, pollution testing kits, component
equipments, etc.

There were no changes during the year in the
Company''s investments in the equity share capital of
its subsidiaries and associate company.

The highlights of performance of the Company''s
subsidiaries and associate company and their
contribution to the overall performance of the
Company during FY 2025-26 are provided in the
relevant sections of this Annual Report. The requisite
details are also provided in Form AOC-1 forming part
of the Board''s Report.

The policy for determining material subsidiaries of
the Company is available on the Company''s website
at:https://www.powericaltd.com/investor-relations/
corporate-governance.

7. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

As at March 31, 2026, the Authorised Share Capital
of the Company was H 110.00 Crores comprising of
20,00,00,000 Equity Shares having face value of H 5
each aggregating to H 100.00 Crores and 1,00,00,000
Preference Shares having face value of H 10 each
aggregating to H 10.00 Crores.

B. CHANGE IN THE ISSUED, SUBSCRIBED AND
PAID-UP SHARE CAPITAL:

1. During FY 2025-26, the Company issued
8,16,19,050 bonus equity shares (face value of ?
5 each) to the existing shareholders in 3:1 ratio.

2. During FY 2025-26, pursuant to the fresh Issue of
1,77,26,477 Equity Shares having face value of
H 5 each, the Issued, Subscribed and Paid-up Equity
Share Capital of the Company was increased from
H 54.41 Crores to H 63.28 Crores as on March
31,2026. The paid-up capital of the Company as
on March 31, 2026 stood at 12,65,51,877 Equity
Shares of H 5 each aggregating to H 63.28 Crores.

During the year under review, your Company has not
issued any shares with differential rights, sweat equity
shares and /or Preference Shares.

8. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the
nature of the business pursuant to Section 134 of the Act,
and the Companies (Accounts) Rules, 2014.

9. CREDIT RATING:

The Company enjoys a good reputation for its sound
financial management and the ability to meet its financial
obligations.The Company has received CRISIL & ICRA AA
Stable rating for long-term banking facilities and CRISIL
A1 rating for short-term banking facilities.

10. DEPOSITS:

During the year under review, the Company has not
accepted or renewed any deposits falling within the
purview of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014.

11. CORPORATE GOVERNANCE REPORT:

Your Company, guided by its core values, adopts a very
transparent approach to business, embracing a responsible
and self-regulatory framework. It is committed to upholding
the highest standards of corporate governance to foster
integrity, ensure accountability, and create sustainable
value for all stakeholders.

In terms of Regulation 34 of the SEBI Listing Regulations,
a separate report on Corporate Governance for FY 2025¬
26, together with a certificate from M/s. Martinho Ferrao
& Associates, Practicing Company Secretaries, confirming
compliance with the Corporate Governance are set
out and collectively form part of this Board''s Report as
"Annexure-III".

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17
of the SEBI Listing Regulations.

i. As on March 31,2026, your Board comprises of 4 Executive Directors and 5 Non-Executive Independent Directors, namely:

ii. Pursuant to the provisions of Section 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended from time to time, the following are the Key Managerial Personnel of
the Company as on March 31,2026:

13. APPOINTMENT AND RESIGNATION OF
DIRECTORS AND KMP:

During the year under review and up to the date of
this report, the following changes took place in the
composition of the Board:

• Ms. Sowmya Chaturvedi (DIN: 08173748) was
appointed as an Independent Director of the Company
w.e.f April 01, 2025 at the Extraordinary General
Meeting of the Company held on April 07, 2025.

• Mr. Jai Ram Oberoi (DIN: 10361810) was appointed
as an Additional Director of the Company at the Board
Meeting held on April 30, 2025. Further, he was

appointed as a Whole-time Director of the Company
at the Extraordinary General Meeting of the Company
held on May 21, 2025.

• Mr. Tapan Ray (DIN: 00728682) was appointed as
an Additional Director (Independent) at the Board
Meeting held on June 21, 2025. Further, he was
appointed as an Independent Director of the Company
at the Annual General Meeting of the Company held
on July 04, 2025.

• Mr. Naresh Chander Oberoi (DIN: 00009000) ceased
to be the Chairman and Managing Director of the
Company due to his demise on December 10, 2025.

• Pursuant to the demise of Mr. Naresh Chander Oberoi,
Mr. Bharat Oberoi (DIN: 00083664) was re-designated
as the Chairman and Managing Director of the
Company effective December 23, 2025 for a period
of 3 years at the Board Meeting held on December
23, 2025. Further, the same was approved by the
members at the Extraordinary General Meeting of the
Company held on January 05, 2026.

• Mr. Maheswar Sahu (DIN: 00034051), ceased to be
an Independent Director of the Company with effect
from April 16, 2026 on account of resignation due to
personal commitments.

• Mr. Rabindra Nath Nayak (DIN: 02658070) was
appointed as an Additional Director (Independent)
of the Company at the Board Meeting held on April
21, 2026. His appointment as a Non-Executive
Independent Director of the Company for a period
of 5 (five) years with effect from April 21, 2026 to
April 20, 2031 is subject to approval of shareholders
through postal ballot.

During the year under review and up to the date of this
report, the following changes took place in the Key
Managerial Personnel:

• Ms. Anita Praful Renuse was re-designated as the
Company Secretary and Compliance Officer of the
Company at the Board Meeting held on July 14, 2025.

• Mr. Manish Agarwal tendered his resignation from the
position of Chief Financial Officer of the Company with
effect from close of business hours on July 20, 2025.

• Mr. Ritesh Kumar Agrawal was appointed as the
Group Chief Financial Officer of the Company
at the Board Meeting held on July 14, 2025
with effect from July 21, 2025.

14. POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL:

In terms of the provisions of sub-section (3) of Section 178
read with clause (e) of sub-section (3) of Section 134 of
the Act and the applicable provisions of the SEBI Listing
Regulations and based on the recommendation of the
Nomination and Remuneration Committee of the Company,
the Board has adopted a Nomination and Remuneration
Policy dealing with the criteria for determining the
qualification, positive attributes, independence and other
matters for the appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel. Further, the assessment and appointment of
the members to the Board is based on a combination of
criteria that includes personal and professional stature,
domain expertise and specific qualifications required for
the position. The potential Independent Board member is
also assessed on the basis of independence criteria as per
Section 149(6) of the Act and Regulation 16(1)(d) of the
SEBI Listing Regulations. The said Policy is available on
the Company''s website at https://www.powericaltd.com/
investor-relations/corporate-governance. The remuneration
paid to the Directors of the Company is as per the terms
laid out in the Nomination and Remuneration Policy.

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

As our paid-up share capital remained below the statutory
threshold as of March 31, 2025, the requirement for a
formal annual board evaluation under Section 134(3)(p) of
the Act was not applicable for FY 2025-26. However, in
compliance with Schedule IV of the Act, the Independent
Directors held their separate meeting on December 23,
2025, where they reviewed the performance of the Board
as a whole, the Executive Directors, and the Chairman,
and also assessed the quality, quantity and timeliness of
information flow between the management and the Board.

16. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS:

The Familiarisation Programme requirement for

Independent Directors was not applicable for FY 2025-26,
given the Company''s unlisted status throughout that year.

17. DECLARATION FROM INDEPENDENT

DIRECTORS:

The Company has received declarations of Independence
as stipulated under section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulations from all
the Independent Directors confirming that they:

i) meet the criteria of independence as prescribed
under Section 149(6) of the Act and under Regulation
16(1)(b) of the SEBI Listing Regulations;

ii) continue to comply with the Code of Conduct laid
down under Schedule IV of the Act;

iii) are registered in the Independent Director''s
Databank maintained by Indian Institute of Corporate
Affairs ("IICA"); and

iv) has in terms of section 150 of the Act read with Rule
6(4) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, undertaken / exempted from
undertaking the online proficiency self-assessment
test conducted by the IICA.

Accordingly, based on the declarations received from all
Independent Directors, the Board has confirmed that
Independent Directors of your Company fulfill the conditions
specified in the Act and the SEBI Listing Regulations and
are independent of the management.

Your Company issued a formal letter of appointment to the
Independent Directors at the time of their appointment.
The terms and conditions of the appointment of
Independent Directors are available on the Company''s
website athttps://www.powericaltd.com/investor-relations/
corporate-governance.

18. CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS:

All the Directors have confirmed that they are not
disqualified from being appointed as Directors in terms
of Section 164 of the Act, and are not debarred from
holding the office of Director by virtue of any order of the
Securities and Exchange Board of India ("SEBI") or any
other such authority.

Your Company has obtained a certificate from a Practicing
Company Secretary confirming that none of the Directors
on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors
of the Company by SEBI / Ministry of Corporate Affairs
("MCA") or any such statutory authority. The same forms
part of this Board''s Report as "Annexure-IV".

19. MEETINGS OF BOARD:

The Company holds at least four Board Meetings in a year,
one in each quarter and the dates of the Board Meetings
are finalized well in advance after seeking concurrence
of all the Directors. All the decisions and urgent matters
approved by way of circular resolutions are placed and
noted at the subsequent Board Meeting.

During the period under review, 14 (Fourteen) meetings of
the Board of Directors were convened and held. The details
of the meetings of the Board, are given in the Corporate
Governance Report which forms part of this Board''s
Report and hence, not repeated here to avoid duplication
in the report.

The intervening gap between the meetings was within
the period prescribed under the Act and the SEBI
Listing Regulations.

20. BOARD COMMITTEES:

In compliance with the provisions of the Act read with the
rules framed thereunder and the SEBI Listing Regulations,
your Board has constituted requisite Committees namely
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk Management
Committee, Corporate Social Responsibility Committee,
Management and Operational Committee and IPO
Committee. The composition of all such Committees, number
of Meetings held during the year under review, brief terms of
reference etc., are provided in Corporate Governance Report
of your Company which forms part of this Board''s Report and
hence, not repeated here to avoid duplication in the report.

The minutes of the meetings of all the Committees were
circulated to the Board for discussion and noting. During
the year, all recommendations of the Committees were
accepted by the Board.

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Act,
your Directors hereby state and confirm that:

a. In the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards had been followed along
with proper explanations relating to material
departures, if any;

b. They 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 as at March 31, 2026 and of the profit of the
Company for that period;

c. They had taken proper and sufficient 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 fraud and other irregularities;

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

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

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

22. RISK MANAGEMENT POLICY:

Risk Management is the process of identification,
assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/
control the probability and/or impact of unfortunate events
or to maximize the realization of opportunities. For the
comprehensive Risk Assessment and Minimization
Procedure, your Company has adopted Risk Management
Policy at the Board Meeting held on June 21,2025.

23. SUCCESSION PLANNING:

The Nomination and Remuneration Committee of the
Company oversees matters related to succession planning
of Board and Senior Management of the Company. The
Company understands that sound succession planning is
essential for sustained growth of the Company. Accordingly,
the Company has an effective mechanism for succession
planning which focuses on orderly succession of Board
and Senior Management.

24. 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:

• On April 2, 2026, the equity shares of your Company
got listed on NSE and BSE.

• Further, the Board of Directors at their meeting
held on April 21, 2026, approved an investment of
H 3.00 Crores in Fuji-Kailash Energy Private Limited
("FKEPL") representing up to 49% of the equity share
capital of FKEPL.

There are no other material changes and commitments
affecting the financial position of the Company that have
occurred since the end of the financial year till the date
of this report.

25. AUDITOR AND AUDITOR''S REPORT:

(A) STATUTORY AUDITORS AND THEIR REPORT:

i. M/s. Kapoor & Parekh Associates, Chartered
Accountants (ICAI Firm Registration No.
104803W), have been appointed as the Statutory
Auditors of the Company for a period of 5 years
from FY 2024-25 to FY 2028-29. M/s. Kapoor
& Parekh Associates, the Statutory Auditors of
the Company, have conducted Statutory Audit
of the Standalone and Consolidated Financial
Statements of the Company for FY 2025-26.

ii. The Audited Standalone and Consolidated
Financial Statements of the Company for FY
2025-26 along with the Auditor''s Report have been
approved by the Audit Committee and the Board
of Directors of the Company at their respective
meetings held on May 28, 2026. The Statutory
Auditor''s Report of the Company for FY 2025-26
does not contain any qualifications, reservations
or adverse remarks. The Notes on the Financial
Statements referred to in the Auditor''s Report
are self-explanatory and do not call for any
further comments.

(B) SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
M/s. Martinho Ferrao & Associates, Practicing
Company Secretaries, to undertake the Secretarial
Audit of the Company for FY 2025-26. The Report of
the Secretarial Auditor is enclosed as "Annexure-V"
to this Board''s Report. The Secretarial Audit Report
does not contain any qualifications, reservations or
adverse remarks.

(C) COST AUDITORS:

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules,
2014, the Cost Audit records maintained by the
Company, in respect of manufacturing activities are
required to be audited.

On the recommendation of the Audit Committee, the
Board ofDirectors at their meeting held on June 21,2025
appointed M/s. V.J. Talati & Co., Cost Accountants,
to audit the cost accounts of the Company for FY
2025-26, at a remuneration of H 0.03 Crores (excluding
Goods and Service Tax and reimbursement of out of
pocket expense). This remuneration was duly ratified
by the members at the 41^st Annual General Meeting
held on July 4, 2025.

The Cost Audit Report for FY 2025-26 will be
submitted by the Cost Auditors within the prescribed
statutory timelines.

(D) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act, the
Company has appointed M/s. DMKH & Co., Chartered
Accountants, as Internal Auditors of the Company for
the financial years 2025-26 and 2026-27.

26. REPORTING OF FRAUDS:

Pursuant to the provision of section 143(12) of the Act, the
Statutory Auditors, the Secretarial Auditors and the Cost
Auditors of the Company have not reported any incident of
fraud during the year under review.

27. DIRECTORS AND OFFICERS LIABILITY
INSURANCE (D&O):

The Company has taken Directors and Officers Insurance
(D&O) policy for all its Directors and such class of
employees of the Company for such quantum and risks as
determined by the Board for indemnifying them against any
liability in respect of any negligence, default, misfeasance,
breach of duty, or breach of trust for which they maybe
guilty in relation to the Company.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively. During the year under review, the Company has
complied with the applicable Secretarial Standards.

29. INTERNAL FINANCIAL CONTROLS:

Your Company has adopted accounting policies which
are in line with the Accounting Standards prescribed in
the Companies (Accounting Standards) Rules, 2006 that
continue to apply under section 133 and other applicable
provisions, if any, of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. The internal financial

controls with reference to financial statements as designed
and implemented by the Company are adequate. The
Company''s internal financial controls ensure the reliability
of data and financial information, accuracy & completeness
in maintaining accounting records and prevention &
detection of frauds & errors. During the year under review,
no material or serious observation has been received from
the Statutory Auditors and the Internal Auditors of the
Company on the inefficiency or inadequacy of such controls.
The Audit Committee of the Board actively reviews the
adequacy and effectiveness of the internal control system
and suggests improvements to strengthen the same. The
Company has robust management information system,
which is an integral part of the control mechanism.

30. PARTICULARS OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be disclosed under Section 134(3)
(m) of the Act read with the rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of
energy, technology absorption, foreign exchange earnings
and outgo with respect to the Company is enclosed
as "Annexure-VI".

31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The details of any loans given, investments made, guarantees
given and securities provided, are given in the Standalone
Financial Statements (Please refer to Note Nos. 8, 10, 14,
18 and 47 to the Standalone Financial Statements).

32. RELATED PARTY TRANSACTIONS:

All 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. The details of related party
transactions are given in Form AOC-2 in "Annexure-VII".

The Policy on Materiality of related party transactions as
approved by the Board is uploaded on the Company''s
website and can be accessed at:https://www.powericaltd.
com/investor-relations/corporate-governance.

33. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of section 134(3)(a) and section
92(3) of the Act read with the Companies (Management
and Administration) Rules, 2014, the extract of the Annual
Return of the Company as on March 31, 2026 in Form
MGT - 7, is available on the website of the Company at
https://www.powericaltd.com/investor-relations/financial-
highlights#annual-return.

34. VIGIL MECHANISM POLICY/ WHISTLE
BLOWER POLICY:

The Company has a Vigil Mechanism Policy/ Whistle Blower
Policy and has established the necessary vigil mechanism,
as envisaged under the provisions of sub-section (9) of

section 177 of the Act, the Rules framed thereunder and
Regulation 22 of the SEBI Listing Regulations to provide
a channel to the directors and employees to report
genuine concerns about unethical behaviour, actual or
suspected fraud or violation of the business ethics of the
Company. The Policy can be accessed on the Company''s
website athttps://www.powericaltd.com/investor-relations/
corporate-governance.

35. PARTICULARS OF REMUNERATION:

Disclosure pertaining to remuneration and other details as
required under section 197(12) of the Act read with the rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed to the
Report as "Annexure-VIII".

The statement containing particulars of top 10 employees
and particulars of employees as required under section
197(12) of the Act read with the rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is available for inspection. In
terms of sub-section (1) of section 136 of the Act, the
Annual Report is being sent to the Members and others
entitled thereto, excluding the aforesaid information. The
said information is open for inspection and any Member
interested in obtaining a copy of the same may write to the
Company at [email protected].

36. CORPORATE SOCIAL RESPONSIBILITY:

Our commitment to society is fundamental to our operations.
By integrating CSR into our core strategy, we prioritize
sustainable development through focused interventions in
healthcare, education, skill development, environmental
sustainability, and rural infrastructure. From cancer
screening to vocational training, we contribute to empower
marginalized communities and foster long-term growth.

The Company has adopted a CSR Policy in lines with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended from time to time. Policy can
be accessed on the Company''s website athttps://www.
powericaltd.com/investor-relations/corporate-governance.

The Composition of CSR Committee of the Board and
Report on CSR activities is provided in "Annexure-IX"
to this Report.

37. DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy for protection of
the rights of women at workplace. An Internal Complaints
Committee has also been set up to redress complaints
received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are covered
under this policy and the policy is gender neutral. The
Company provides an equal employment opportunity and
is committed for creating a healthy working environment
that enables employees to work without fear of prejudice,
gender bias and sexual harassment. The details of
complaints during the year under review are as follows:

a. No. of complaints pending at the beginning of the
financial year: Nil

b. No. of complaints received during the financial year: Nil

c. No. of complaints disposed off during the
financial year: Nil

d. No. of complaints unresolved at the end of the
financial year: Nil

e. No. of cases pending more than 90 days: Nil

38. MATERNITY BENEFITS ACT, 1961:

The Company has complied with the provisions of Maternity
Benefits Act, 1961.

39. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS:

There are no significant / material orders passed by the
Regulators / Courts which would impact the going concern
status of the Company and its future operations.

40. EMPLOYEES'' STOCK OPTION SCHEME:

The Company has not formulated or implemented any
Employee Stock Option Scheme for its employees.
Consequently, no disclosure or reporting is required under
this head for the financial year under review.

41. OTHER DISCLOSURES/REPORTING:

a) No disclosure or reporting is required in respect of
the following items as there were no transactions on
these items during the year under review:

• Buyback of shares;

• Scheme of provision of money for the purchase
of Company''s own shares by employees or by
trustees for the benefit of employees.

b) The Managing Director and the Executive Directors of
the Company received a total remuneration of H 0.15

Crores for FY 2025-26 from Powerica Renewable
Infra Private Limited, Subsidiary of the Company.

c) During the year under review, no application was
made or any proceeding is pending against the
Company under the Insolvency and Bankruptcy
Code, 2016 ("IBC Code").

d) During the year under review, there has been no
instance of one time settlement with Banks or
Financial Institutions, hence the disclosure relating
to 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 is
not applicable.

42. SERVICE OF DOCUMENTS THROUGH
ELECTRONIC MEANS:

Subject to the applicable provisions of the Act and
applicable laws, all documents, including the Notice and
Annual Report shall be sent electronically to the members
whose email IDs are registered with their demat accounts
or have otherwise been provided by them. Members shall
be entitled to request physical copies of such documents.

43. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank all the
government and regulatory authorities, financial
institutions, banks, auditors, JV partners, consortium
partners, customers, vendors, suppliers, sub-contractors
and all other stakeholders for their valuable continuous
support. Your Directors wish to place on record their
sincere appreciation for the committed and loyal services
rendered by the Company''s executives, staff and workers.
Your Directors would also like to particularly thank and
place on record their gratitude to all the members of the
Company for their faith in the management and continued
affiliation with the Company.

FOR AND ON BEHALF OF THE BOARD
OF DIRECTORS OF POWERICA LIMITED

Sd/- Sd/-

Bharat Oberoi Jai Ram Oberoi

Chairman and Managing Director Whole-time Director

DIN: 00083664 DIN:10361810

Date: May 28, 2026

Place: Mumbai

Your Directors present their report together with the audited financial statements of your Company for the year ended 31^st March, 2025.

1. Financial and Operational Highlights :

Company's financial performance for the year ended March 31. 2025, is summarized below:

2. Performance Review:

Your Company's two main business segments i.e. Power Generating Sets and Electricity Generation from Wind Turbine Generators, Operation and Maintenance of Balance of Plant for Wind Power Projects, Balance of Plant and Other Project development activities for the development of Wind Power Projects for Customers are summarized as below:

i. Power Generating Set Business & Service Division:

The power generating set business recorded gross revenue of Rs.2,252.93 crore in 2024-25 a compared to Rs.1,900.68 crore in 2023-24. The Company has successfully revived the power generatin, set business operations after the setback during covid.

ii. Power Generating Sets Business:

Powerica executed approximately 2080.13 MW power with Cummins diesel engines during the yea under review, with the supply of over 7660 DG Sets. Powerica is associated with Cummins, a leader ii engine manufacturing since inception. Currently, Powerica markets the entire range of engine manufactured by Cummins from 7.5kVA to 3750 kVA in Diesel and Gas. During the year, Company ha started execution of order from Government of India Undertaking for ten 6.3 MW medium speed largi generators being sourced from Hyundai Heavy Industries.

iii.    Electricity Generation and Other Streams of Revenues from Wind Business:a.    Generation of Electricity from Installed Wind Turbine Generators

During the Financial Year 2024-2025, the Company has generated 65.52 crore units (kWh) of electricity from its 133 nos. of Wind Turbine Generators (WTGs) at its 11 wind projects with an aggregating capacity of 279.55 MW located in the state of Gujarat, earning a revenue of Rs. 203.40 crores from selling power to the concerned State Electricity Boards (SEBs) and Solar Energy Corporation of India Limited.

iv.    Others:b.    Balance of Plant and Project Development Activities

During the Financial Year 2024-25, Powerica Limited has undertaken Project Development consultancy activities related to development of renewable power projects in Maharashtra for its customer and earned a revenue of Rs.31.51 million as compared to Rs.65.08 crores earned in the Previous Year.

c.    Carbon Credit Benefit from Wind Power Projects

During the year under review, the company traded 6272 units of VCS (Voluntary Carbon Standard) carbon credits and earned a revenue of Rs. 0.08 cr.

d.    Generation Based Incentives

In 2009, the Ministry introduced a Generation Based Incentive (GBI) Scheme for wind power projects wherein wind power projects not availing the Accelerated Depreciation (AD) benefit are eligible for GBI incentive at the rate of Rs. 0.50 per unit of power fed to the grid subject to the ceiling of Rs. 1 Crore per MW and during the year the company has achieved the aforesaid ceiling.

The Company has earned a GBI benefit of Rs. 0.16 crores during the financial year 2024-25 as compared to Rs. 3.10 crores in previous financial year 2023-2024.

v. Wind Power Generation Business:

The Company's Wind Division has expanded its horizon and the scaled of its operation with focus on as an Independent Power Producer (Operations of Wind Power Projects).

(a)    Expansion of Scale of Operation as an Independent Power Producer (iPP):

During the year under review, the company has undertaken the construction activities for 51.3 MW Wind Power Project located at Jam Khambhliya, Devbhoomi Dwarka, Gujarat awarded by Solar Energy Corporation of India (SECI) in Tranche-XVI bid. The project is expected to be commissioned by July,2025.

The company has further won the bid for 50MW from Solar Energy Corporation of India (SECI) in Tranche-XVIl bid. The said project will also get connected to the existing Manza sub-station (Gujarat) to optimise the infrastructure already created by the company in the form of Pooling Sub-station and External Transmission Line. The company has finalised the Wind Turbine Generator (WTG) supplier and the plan to commission the project before March, 2026.

The company has also planned forthe further expansion of scale of operations as an Independent Power Producer by adding 450MW by FY 2030.

(b)    Balance of Plant (BOP) O & M Activities:

The wind division of the Company is also undertaking the activity of Operation and Maintenance (O&M) of Balance of Plant (BoP) and is now maintaining BoP of 88 Wind Turbine Generators (WTGs) located in the state of Gujarat (out of which 11 WTGs in Jangi, 14 WTGs in and around Goinj (Khambhaliya), 23 WTGs in Bhatel, 19 WTGs in Gondal, Rajkot and 19 WTGs in and around Manza (Khambhaliya) which are Compnie's own machines, and balance 21 WTGs belongs to Customers in and around Jam-Khambhaliya.

During the year, the company generated an income of INR. 5.21 cr from BOP - O&M Services for the customers and generated a revenue of Rs. 10.84 crores from sale of material for the development of renewable power projects.

vi. Other Operating Revenue :

The Company has earned other operating revenue of INR 10.70 Crores during the financial year 2024-25 from leasing and export incentives etc., as compared to 10.55 Crores in the previous financial year.

3.    Consolidated Financial Statement:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 and Ind AS-110 on Consolidated Financial Statements, the consolidated financial statements is provided in the Annual Report.

4.    Position of the subsidiaries and associate companies:

(a)    Subsidiaries Companies:

•    Vartaman Wind Energy Private Limited (Wholly owned subsidiary)

•    Parmount Windfarms Private Limited (Subsidiary)

•    Powerica Renewable Infra Private Limietd (Formerly known as Airstream Windfarms Private Limited) (Subsidiary)

•    Powerica Power Systems FZE (Wholly owned subsidiary)

•    Windstride Power Private Limited (Wholly Owned Subisidiary)

(b)    Associate Company:

•    Platino Automotive Private Limited

Changes in the investment during the year made by the Company in the equity share capital of Subsidiary Companies and Associate Company is given below:

*Pursuant to Share Purchase Agreement dated 19^th December, 2024 entered by the Company with GE Renewable R & D India Private Ltd (GRRDIPL), Company has divested its 49% stake i.e. 6,95,800 shares of Rs.10/- each to GE Renewable R & D India Private Ltd (GRRDIPL) on 31.12.2024.

**The new wholly owned subsidiary of the Company was incorporated on 7^th October, 2024 with equity share capital of 2,50,000 equity shares of Rs. 10/- each.

***Pursuant to the Share Subscription Agreement dated 5^th April, 2024 entered by the Company with Platino Automotive Private Limited, Company has subscribed 10,000 equity shares of Face value of Rs. 10/- each through Private Placement.

The financial performance of each of the subsidiaries and Associate is included in the consolidated financial statements of your Company set out in the Annexure 1 to this Report.

5.    Amount to be carried to the Reserves:

The Board of Directors has agreed to retain the entire amount of profit for the FY 2024-2025 in the statement of profit and loss. Accordingly, no amount has been transferred to reserves.

6.    Dividend:

The Board of Directors of your company, after considering the relevant circumstances hollistically, has decided that it would be prudent, not to recommend any dividend on equity shares for the year under review.

Unpaid Dividend on Preference Shares:

As per the terms of the preference shares, the Company has paid prefrence dividend at the rate of 0.001% on face value of Rs. 10/- each on preference shares for the financial year 2023-24 to the preference shareholders on July 10, 2024. The unpaid preference dividend of Re.l has been transferred to "POWERICA LTD UNPAID PREFERENCE DIV 23-24" within specified time limit.

7.    Deposits :

The Company has not accepted or renewed any public deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required to furnish information in respect of outstanding deposits under non banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014. During the year, the Company has not taken any loan from the Directors or their relatives.

8.    Number of Board meetings:

During the year, 5 (Five) Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The details of Board meetings are given below:

9. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Naresh C. Oberoi, Chairman and Managing Director and Mr. Pradeep Gupta, Whole-time are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review, following changes have taken place in Composition of Board of Directors:

•    Mr. Naresh C. Oberoi, Chairman & Managing Director, Mr.Bharat Oberoi, Jt. Managing Director, Ms. Renu Oberoi, Whole-time Director and Mr. Pradeep Gupta, Whole-time Director was reappointed for period of 3 years w.e.f. April 01, 2024 which was approved by the members at their meeting held on March 27, 2024.

•    The term of Mr. Shailesh Shankarlal Vaidya (DIN:00002273) who was reappointed for 1 (one) year with the effect from May 24, 2023 has been completed on May 23, 2024 and he has vacated the office. ¹

•    Board of Directors at the meeting held on March 19, 2025 appointed Ms. Sowmya Chaturvedi as a Director (Non-Executive & Independent) of the Company for a period of 3 years w.e.f. April 01, 2025 to March 31, 2028 which was subject to the approval of members. The members at an Extraordinary General Meeting of the Company held on 07^th April, 2025 approved her appointment for the said period.

Following changes were occurred from the end of the financial year upto date of this report:

•    Mr. Jai Ram Oberoi (DIN: 10361810) was appointed as an Additional Director of the Company at the Board meeting held on April 30, 2025. Further, he was appointed as Whole-time Director of the Company at an Extraordinary General meeting of the Company held on May 21, 2025.

As on date of Report, Company has five Executive Directors and four Independent Directors.

10.    Declaration from independent directors:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of their Independence as laid down in Section 149(6) of the act. In the opinion of the Board, Independent Directors of the Company possesse requisite expertise, integrity and experience (including proficiency).

11.    Evaluation of Board, Committees and Directors:

Pursuant to the provision of the Act, the Board has carried out performance evaluation of its own, the Board Committees and of the Independent Directors. Independent Directors of the Company met separately on March 19,2025 to evaluate the performance of Non-Independent Directors, Board as a whole and Chairman of the Board.

12.    Committees of the Board :

As on March 31, 2025 the Board had four (4) statuory Committees i.e. Audit Committee, Nomination and Remunation Committee, Corporate Social Responsibility Committee and Management and Operational Committee. Further, the Board of Directors has constituted Internal Complaints Committee.

All the recommendation made by the said Committees during the year were accepted by the Board of Directors of the Company.

(i) Audit Committee :

The Audit Committee of Board of Directors of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder.

During the Financial Year 2024-2025, Audit Committee comprised of the following members:

1)    Mr. Udaya Jena (DIN 09613584)-Chairman

2)    ¹Mr.Shailesh Vaidya (DIN 00002273) - Member (Upto May 23, 2024)

3)    Mr. Maheswar Sahu (DIN 00034051) - Member

4)    Mr. Naresh Oberoi (DIN 00009000) - Member

*Mr. Shailesh Vaidya resigned as Member of Audit Committee w.e.f. May 23, 2024 due to expiry of his term as Independent Director of the Company.

The Audit Committee met four times during the year under review. The Committee Meetings were held on June 27, 2024, August 07, 2024, November 29, 2024 and March 19, 2025 and were attended by requisite quorum.

(ii)    Nomination & remuneration committee:

The Nomination & Remuneration Committee of Board of Directors of the Company is constituted in accordance with the provisions of Section 178 of Companies Act, 2013 and Rules thereunder.

The Nomination & Remuneration Committee met twice during the year under review. The Meetings were held on June 27, 2024 and March 19, 2025 and were attended by requisite quorum.

Duringthe Financial Year 2024-2025, the Nomination and Remuneration Committee comprised of the following members:

1)    Mr.Maheswar Sahu (DIN 00034051) - Member

2) Mr. UdayaJena    (DIN 09613584) - Member

3) Mr. Sunil Lobo    (DIN 10361810)- Member (w.e.f. June 27, 2024)

4)    Mr. Naresh C. Oberoi (DIN 00009000) - Member

The Nomination and remuneration policy consist of appointment and remuneration of Directors and KMP's including criteria for determining qualifications, positive attributes, independence of a director and other matters is annexed to this report as Annexure 2.

(iii)    Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee met four times during the year under review. Committee Meetings were held on June 27, 2024, August 07, 2024, November 29, 2024 and March 19, 2025 and was attended by requisite quorum.

During the Financial Year 2024-2025, the Corporate Social Responsibility Committee comprised of the following members:

1)    Mr. Naresh C. Oberoi (DIN 00009000) - Chairman

2)    Mr. Bharat Oberoi (DIN 0083664) - Member

3)    Mr. Maheshwar Sahu (DIN 00034051) - Member

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://www.powericaltd.com/company/corporate.

(iv)    Management and Operational Committee:

As on March 31, 2025 Management and Operational Committee consisted of following:

Mr. Naresh C. Oberoi - (DIN 00009000) - Chairman Mr. Bharat Oberoi - (DIN 0083664) - Member Ms. Renu Oberoi - (DIN 00114588) - Member

The Management & Operational Committee met ten times during the year which were attended by requisite quorum.

(v)    Internal Complaints Committee (ICC):

Internal Complaints Committee (ICC) had been constituted under the provision of the POSH (Prevention of Sexual Harassment of Women at Workplace) to redress the complaints received regarding sexual harassment. The Company has also formulated Sexual Harassment Policy of prepared under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state the below:

a.    No. of complaints of sexual harassment received in the year - Nil

b.    No. of compliants disposed off during the year - Nil

c.    No. of cases pending for more than 90 days - Nil

13.    Vigil Mechanism Mechanism :

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act to report concerns about unethical behaviour. This Policy is available on the Company's website at https://www.powericaltd.com/company/corporate.

14.    Change in the Nature of Business, if any:

During the year, there has been no change in nature of business of the Company.

15.    State of the company's affairs:

The Company's affairs are being managed in a manner which ensures accountability, transparency and fairness.

16.    Directors' Responsibility Statement:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby 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 the year;

(c)    The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

(e)    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.

17.    Statement showing details of employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are as Annexure- 4.

18.    Loans, guarantees or investments :

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Act, are given in the notes to the Financial Statements.

19.    Extract of annual return:

Extract of Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 has been disclosed on our website at: https://www.powericaltd.com/corporate/.

20.    Auditors:

• Statutory Auditors:

The members of the Company at their 40^th Annual General Meeting held on August 12, 2024 reappointed M/s. Kapoor & Parekh Associates, Chartered Accountants (FRN:104803W) for the seond term of 5 (five) years from the conclusion of 40^th AGM till the conclusion of 45^th AGM to be held in calendar year 2029.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer further the Statutory Auditor has not reported any fraud under section 143 (12) of the Companies Act, 2013.

•    Secretarial auditor:

Board of directors at their Board meeting held on August 07, 2024 appointed M/s. Mehta & Mehta, Practicing Company Secretary as a Secretarial Auditor for the year ended 2024-25.

The Secretarial Audit Report as provided by M/s. Mehta & Mehta, Practicing Company Secretary is annexed to this Report as Annexure 5.

There are no Qualifications in Secretarial Audit report issued by Company Secretary in Practice in secretarial audit report.

•    Cost auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audit) Rules, 2014, the Cost Audit record maintained by the Company, in resepct of manufacturing activities are required to be Audited.

The Cost Audit Report for the FY 2024-2025 submitted by M/s. V. J. Talati & Co., Cost Auditors is annexed to this Report as Annexure 6.

On the recommendation of the Audit Committee, Board of Directors at their meeting held on 27^th June, 2024 appointed M/s. V.J. Talati & Co., Cost and Management Accountant to audit the cost accounts of the Company on remuneration of Rs. 3,30,000/- (Plus Goods and Service Tax and reimbursement of out of pocket expense) for the FY 2024-2025 subject to ratification by the members in the general meeting. Accordingly, the same was ratified by the members at the 40^th Annual General Meeting of the Company held on 12^th August, 2024.

Further for FY 2025-2026, the Board of Directors has approved appointment M/s. V.J. Talati & Co., Cost and Management Accountant to audit the cost accounts of the Company at their meeting held on 21^st June, 2025 subject to ratification by the members in the general meeting. Accordingly, the same is being placed before the members in ensuing Annual General Meeting for ratification.

Futher, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

• Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, Company has appointed M/s. DMKH & Co., Chartered Accountants as an Internal Auditor of the Company for the financial year 2024-2025.

21.    Conservation of energy, technology absorption and foreign exchange outgo:

Since the Company is involved in the business of manufacturing / assembly of generating sets, which are energy saving devices, it does not have much scope of conservation of energy, technology absorption. The Company installs latest available technology wind turbines manufactured by reputed OEMs in its wind power projects.

The information of Conservation of energy, technology absorption Foreign Exchange Earning and Outgo is annexed as Annexure 7.

22.    Details of adequacy of internal financial controls

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has a well placed, proper and adequate Internal Financial Control Manual which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly.

During the year, such controls were tested and no reportable material weakness in the operation was observed.

23.    Secretarial Standards:

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

24.    Risk Management Policy:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. For the comprehensive Risk Assessment and Minimization Procedure , Company has adopted Risk Management Policy at the Board meeting held on June 21, 2025.

25.    External Commercial Borrowing:

During the year under the review, your Company has not availed any External Commercial Borrowings (ECB).

As on March 31, 2025 the there is no outstanding's for External Commercial Borrowings.

26.    Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in ordinary course of business. There are no material significant related party transactions made by the Company which may have a potential conflict with the Interest of the Company at large.The details of Related party transaction is given in Form AOC-2 in Annexure 1A.

27.    Human Resources:

As on 31 March 2025, the Company has 821 employees on its roll, including the 4 Executive Directors.

28.    Material changes & commitments affecting financial position between the date of financial statements and the board report:

There have been no material changes & commitments affecting financial position between the date of financial statements and the board report.

29.    Significant and material orders passed by the Regulators, if any:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

30.    Shares in the suspense account

The Board of Directors at their meeting held on 29^th November 2024 approved redemption of 99,27,834 no. of 0.001% non-cumulative, non-convertible, redeemable preference issued pursuant to Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 28th April 2023. Accordingly, all the preference shares including preference shares lying in the Unclaimed Securities Suspense Account were redeemed and corporate action for cancellation of shares was executed with NSDL on 20th December, 2024. Further, the Unclaimed redemption amount of Rs. 1,00,000/- corresponding to securities from Unclaimed Securities Suspense Account was credited to Powerica Limited - Unpaid Redemption Money A/c.

31. Changes in Share Capital:    a promise for power

The changes in the share capital structure of your Company during the year under review are detailed as under:

• Redemption 0.001% IMon-Convertible, Non-Cumulative, Redeemable Preference Shares of Rs. 10/-each:

The Board of Directors at their meeting held on 29th November 2024 approved redemption of 99,27,834 no. of 0.001% non-cumulative, non-convertible, redeemable preference issued pursuant to Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 28th April 2023. Accordingly, all the preference shares including preference shares lying in the Unclaimed Securities Suspense Account were redeemed and corporate action for cancellation of shares was executed with NSDL on 20th December, 2024. Except as stated above, there were no other changes in the share capital of the Company during the year. As on March 31, 2025, the share capital structure of the Company is as follows:

Following changes were occurred from the end of the financial year upto date of this report:

At the Extraordinary General Meeting dated April 07, 2025, shareholders of the Company approved increase in Authorised share capital of the Company from the existing ^ 45,01,00,000/- (Rupees Forty Five crores one lakh only) divided into 7,00,20,000 (Seven Crores Twenty Thousand) equity shares of ^ 5/- (Rupees Five only) each and 1,00,00,000 (One Crore) Preference Shares of ^ 10/- (Rupees Ten only) each to Rs. 110,00,00,000/- (Rupees One Hundred and Ten Crores Only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs.5/- (Rupees Five Only) each and 1,00,00,000 (One Crore) Preference Shares of Rs.K 10/- (Rupees Ten only) each.

Further, at the Board meeting dated June 21, 2025, Board of Directors of the Company approved allotment of 8,16,19,050 (Eight crores sixteen lakhs nineteen thousand fifty) equity shares of face value ^ 5/- (Rupees Five) each to existing shareholders, in the proportion of 3 (three) Bonus Equity Shares for every 1 (one) existing Equity Share held by them.

32.    Application Under Insolvency and Bankruptcy Code, 2016:

During the year under review, there was no application made or proceeding pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.

33.    Valuation Under Rule 8(5)(Xii) Of Companies (Accounts) Rules, 2014:

There was no such action initiated during the year under review under the above rule.

34.    Acknowledgements:

The directors thank the Company's employees, customers, vendors, investors, Bankers and academic institutions for their continuous support.

The directors also thank the government of various countries, Government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The Board also commends the employees for performing their duties and responsibilities conscientiously and with unstinted support.

1

   Mr. Sunil Lobo (DIN: 06477020) was appointed as an Additional Director (Independent) at the Board meeting held on June 27, 2024. Further, he was appointed as an Independent Director of the Company at the Annual General Meeting of the Company held on August 12, 2024.