I Power Solutions India Ltd Directors Report.

Dear Shareholders,

Your directors have pleasure in presenting the 37th Annual Report of I POWER SOLUTIONS

INDIA LIMITED along with the Audited Statement of Accounts and the Auditors Report for the Financial Year ended March 31, 2022. The Summarized financial results for the Financial Year are as under:

FINANCIAL SUMMARY:

Particulars 31st March, 2022 31st March, 2021
Revenue from Operation 25,06,925 20,80,004
Other Income 0 80
Profit Before Interest, Depreciation and Tax 3,08,476 2,46,580
Finance Charges - -
Profit Before Depreciation and Tax 3,08,476 2,46,580
Provision for Depreciation 1,17,918 1,35,992
Net Profit Before Tax 1,90,558 1,10,588
Provision for Tax 45,752 24,740
Net Profit After Tax 1,44,806 85,848
Transfer to General Reserve - -
Surplus/(Deficit) carried to Balance Sheet 1,44,806 85,848

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has incurred net profit Rs 1,44,600.

The previous year net profit was Rs 85,848. There are no changes in the operations of business of the company.

SHARE CAPITAL:

The present paid up share capital of the company is Rs 4,44,90,000.

There are no changes in the share capital of the company during the financial year 2021-22

DIVIDEND:

The Board of Directors did not recommend any dividend to the Shareholders for the financial year 2021-22 as they wish to conserve the profit for future development and expansion of the company.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest and deposits from public was outstanding as on date of the balance sheet.

TRANSFER TO GENERAL RESERVE:

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the Year.

BOARD MEETINGS:

The Board of Directors met 5 times during this financial year. The intervening gap between the meetings was within the period prescribed under the Companies act, 2013.

COMMITTEE MEETINGS:

There were 5 Audit Committee Meetings, 1 Nomination and Remuneration Committee Meeting and 1 Stakeholder Relationship Committee Meeting held during the year 2021-22

DETAILS OF POLICIES DEVELOPED BY THE COMPANY:

The Company has developed and implemented

(i) Nomination and Remuneration Policy,

(ii) Risk Management Policy and

(iii) Whistle-Blower Policy Vigil Mechanism.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report except

1. Mr. Venugopal Parandhaman, Promoter and Key Managerial Personal of the company has sold 2,13,276 (4.79% Share Capital) shares and 2,36,724 (5.32% Share Capital) shares in the open market on 23.02.2022 and 16.02.2022 respectively.

2. A Share Purchase Agreement ("SPA") has been executed on 11th April 2022 for the sale of the existing promoter group holding, 26,73,181 equity shares constituting 60.08% of Voting Shares which resulted in the change management control and correspondingly, the Acquirer Mr. Rajendra Naniwadekar became the new promoters of the Company.

3. Mr. Rajendra Naniwadekar made an open offer on June 10, 2022, and acquired 36,745 equity shares at a price of 10.10 per share.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and it has not given any loans, guarantees and investments during the financial year.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries/ associate companies/ joint ventures.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) Mr. V. Parandhaman Chairman cum Managing Director
(B) Mr. R. Jayaprakash Independent Non-Executive Director
(C) Mr. K. Bhaskaran Independent Non-Executive Director
(D) Mr. D. Ravichandra Babu Independent Non-Executive Director
(E) Mrs. N R Alamelu Independent Non-Executive Woman Director

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. V Parandhaman (DIN: 00323551), Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his reappointment for the consideration of the members of the company at the forthcoming annual general meeting. Brief details of V Parandhaman (DIN: 00323551), has been mentioned in the notice convening the Annual General Meeting at

"Information pursuant to the Listing Regulations and Secretarial Standards in respect of Appointment/ Re-appointment of Directors.

Mr. Rajendra Naniwadekar is to be appointed as Managing Director, Mr. Punukollu Kodanda Rambabu as an Independent director, Mrs. J. Sujatha as an independent women director and Mr. Naresh Kumar Bhatt as an Independent director. The profile of the above directors is included in the notice.

There are 3 Key Managerial Personnels including 1 Managing Director, 1 CFO and 1 Company Secretary

BRIEF PROFILE OF DIRECTORS PROPOSED TO BE RE-APPOINTED:

Mr. V Parandhaman is a Bachelor Degree holder of Science, University of Madras. He did his CA and obtained certificates in Computer Programming Language in the year 1981. He is the member of Cost and Works Accountant, India since 1983 and a member of Cost and Management Accountant, London since 1985 and he did his C.A., Certified Public Accountant, California in the year 1991. Mr. V Parandhaman is the promoter and chairman of the Company and has got wide range of experience in the business of the Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

At present Directors are not receiving any remuneration from the company in view of the financial constraints.

BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 disclosure on Board diversity is not applicable.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

AUDITORS:

M/s. Macharla & Associates, Chartered accountants (Firm Registration No. 013818S ) existing auditors of the Company were appointed for a period of 5(five) years by the members of the Company in the 34th annual General meeting held on 14th August 2019. The Company has received a certificate from the Auditors to the effect they are not disqualified to continue as Auditors of the Company for the financial year 2021-22. Letter of resignation given by M/s. Macharla & Associates dated 31-07-2022 is placed in the board meeting. Therefore, M/s. ANANT RAO & MALLIK, Chartered Accountants, Chennai (Firm Registration No 006266S) is to be appointed as the statutory Auditor of the company in place of M/s. Macharla & Associates, Chartered accountants who has tendered their resignation dated 31-07-2022.

AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. Macharla & Associates., Chartered Accountants, Statutory Auditors in their report for the Financial Year ended 31st March, 2022. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Secretarial Auditor for the financial year 2021-22. The Secretarial Audit Report as received from Secretarial Auditor is annexed to this report as Annexure-I.

QUALIFICATION GIVEN BY SECRETARIAL AUDITOR:

There are no material qualifications in the Secretarial Audit Report. Except as given in the report.

INTERNAL AUDITORS

Mr. V.R. SRIDHARAN, Chartered Accountants, are the Internal Auditors of the Company.

The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

COST AUDITOR:

Since the Company has no manufacturing activity at present, and the provisions of Appointment of Cost Auditor pursuant to the Companies Act, 2013 is not applicable, No Cost Auditor has been appointed by the Company during the year. Details of cost audit are not provided as the commercial operations are very limited and no cost audit is undertaken.

INTERNAL CONTROL AND ITS ADEQUACY:

The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairperson of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CORPORATE GOVERNANCE REPORT:

Since your Companys paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively, the provisions of Sebi (LODR), 2015 relating to Corporate Governance, is not applicable to the Company.

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

INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2022, which has been relied on by the Company and placed at the Board Meeting

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure-II.

HUMAN RESOURCES:

The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel not only in the production department but also in marketing finance and accounts. The management strives to retain and improve employees morale. The Company is in the process of revamping the employer employee engagement program.

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

The Company informs that the disclosure of particulars under section 134(3)(m) of the Companies act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014 relating to conservation of Energy etc is not applicable to the Company as no energy intensive works are undertaken by the company. Particulars relating to Technology Absorption etc., have not been furnished as the Company has neither undertaken any Research & Development activities in the Field of operations nor imported any technology thereto.

In respect of Foreign Exchange earnings and outgo (in US$), details are given below: Foreign Exchange Earnings: US$ 21075 / INR 15,42,857 /- Foreign Exchange Outgo: US$ - Nil

RELATED PARTY TRANSACTIONS:

There are no related party transactions during the financial year under review under section 188 of the Companies Act 2013.

EXTRACT OF ANNUAL RETURN:

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021. Hence, the question of attaching MGT-9 with this report does not arise. However, the Annual return can be viewed in the website of the company www.ipwrs.com.

SECRETARIAL STANDARDS:

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India, to the extent as applicable.

RISK MANAGEMENT POLICY:

The Company has well defined Risk Management Policy in place. The fact that the Risks and opportunities are inevitably intertwined, is well recognized policy by the Company and thus aims to identify, manage and minimize, risks, strategically. It is committed to embedding risk management throughout the organization and its systems and controls are designed to ensure that exposure to significant risk is properly managed. With the predefined risk management principles and policy, the Company identifies, categorizes, assess and addresses risks.

Key Elements of Risks:

(i) Global Economic Situation: The Economic environment around the world is showing sign of growth. Growth in the software industry has been fairly positive.

(ii) Cost pressure: Increasing operating cost may create a pressure on margin. The Company is focusing to put up framework for cost management.

(iii) Regulatory risks: Any Change in regulations in the field of our operations, would have an impact on the operations. The Company is vigilant on such changes for easy adaptability.

(iv) Emerging Trend: New technologies and trends used in software industry may impact consumers behavior. The Company continuously scan business environment for early detection of emerging trend.

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PERVEVTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

BOARD EVALUATION

Pursuant to the provisions of the Companies act, 2013 and Regulation 4(f) and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The evaluation process for measuring the performance of Executive/Non-Executive and Independent Directors is being conducted through a survey which contains a questionnaire capturing each Board and Committee Members response to the survey which provides comprehensive feedback to evaluate the effectiveness of the Board and its Committees as a whole and also their independent performance. The methodology adopted by each Director who responded to the survey has graded their peers against each survey item from 1 to 5 with 1 marking the lower efficiency and 5 the highest efficiency which revealed more realistic data on measuring the effectiveness of the Board dynamics, flow of information, decision making of Directors and performance of Board and Committee as a whole. The Independent Directors evaluation is being done by the entire Board with main focus on their adherence to the Corporate Governance practices and their efficiency in monitoring the same. They are also being evaluated on various parameters viz., their performance by way of active participation, in Board and Committee meetings, discussing and contributing to strategic planning, fulfillment of Independence criteria as specified under SEBI (LODR) Regulations, 2015 as amended and their independence from the Management etc., ensuring non participation of Independent Director being evaluated. The performance of the Chairman of the Company was reviewed by the Independent Directors who ensured during their review, that the Chairman conducted the Board proceedings in an unbiased manner without any conflict with his personal interest at any point of time. It was further ascertained by the Independent Directors that the Chairman allowed the Board Members to raise any concerns on any business of the Board during their Meetings and addressed them in the best interest of the Company. As per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2018 /79dated 10th May 2018, the followings details are being provided on Board evaluation

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs.500 crore or more, or turnover of Rs.1000 crore or more or a net profit of Rs.5 crore or more during the financial year shall constitute a CSR Committee. Our Company has not triggered any of the above limits; hence, no committee in this has been constituted.

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 that period;

(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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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

LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE and the Company confirms that it has paid the Annual Listing Fees for the year 2021-22.

VIGIL MECHANISM:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Company. The details of the Policy are posted on the website of the Company.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:

Nil

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

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT:

Your directors thank and acknowledge the continuous co-operation and assistance extended by Bank of Maharashtra, Indian Bank, BSE Limited, Cameo Corporate Services Ltd., our employees and the various customers who are patronizing our products.

For and on behalf of the board
Sd./-
V.Parandhaman
Place: Chennai Chairman & Managing Director
Date: 11.08.2022 DIN: 00323551