MV Electrosystems Ltd Directors Report

Sanjeev Mehta, aged 62 years holds Post Graduate certificate in Business Management from XLRI, Jamshedpur, Diploma in Management from All India Management Association and B. Tech (Chemical Engineering) from National Institute of Technology (formerly Regional Engineering College), Warangal. He has an experience of over 37 years in marketing and technical services. Previously he had worked with Sud Chemie India, India Glycols Limited, Indofil Chemicals Company and United Catalysts India Limited. He has been working as independent consultant since April 2024. He was appointed as Independent Director w.e.f. September 27, 2025 and was elected as Chairman of the Board of our Company.

Pankaj Rastogi, aged 54 years is B. Tech Electronics with Honors from Malviyan Institute of Technology, Gorakhpur, MBA from Punjab Technical University and also holds a a Ph.D in the specialized area of product design and development from Commonwealth Vocational University, Makaunga, Hahake, Tongatapu, Kingdom of Tonga. He has an experience of over 32 years in the field of power electronics, product design, development, design engineering, project co-ordination and commercialisation of such equipment in railway rolling stock domain. He has previously worked with companies namely, Industrial Automation Private Limited, Modipon Limited and Autometers Alliance Limited. He joined our Company on May 01, 2021 as Director-Research and Product Development in our Research, Design and Development Centre and since then has been instrumental in design and development of 3 -Phase Propulsion Equipment for which approval has been received by our Company on September 15, 2025. He was subsequently appointed as Managing Director of our Company w.e.f. October 01, 2025 for a period of three years. In addition to the responsibility of being a Managing Director, he is spearheading the Research, Design and Development activities of our Company for development of power electronic equipment, including propulsion equipment.

Vipin Sharma, aged 42 years is a Chartered Accountant from ICAI and Bachelor of Commerce - Vocational (Computer Application) from Maharishi Dayanand University, Rohtak. He has also completed post qualification course in Information Systems Audit from ICAI. He has an experience of over 16 years as Chartered Accountant in practice in the field of field of taxation, audit, and management. His experience is in risk-based internal audits, statutory audits, revenue audits, consultancy, management accounting, bank audits, special assignments, system reviews and investigations etc. and his expertise includes carrying out risk assessments of business operations like assessing design gaps, control gaps, and efficiency opportunities, identifying gaps and analysing root causes, suggesting the measures mitigate the inherent/process risk. He was a member of the Counsil of NIRC of ICAI during the period from 2022-23 to 2024-25 and has also served as chairman/member of certain committees of NIRC of ICAI. He was appointed as Independent Director of our Company w.e.f. September 27, 2025.

Kanika Bhutani, aged 40 years is Masters in Commerce from Himachal Pradesh University, Shimla and a Fellow member of the Institute of Company Secretaries of India. She has an experience of about 13 years in corporate law, compliances and secretarial department in various industries and had previously worked with Studds Accessories Limited, Asian Energy Services Limited, Raghbeer Machinery Private Limited and Integrated Industries Limited as Company Secretary and/or Compliance Officer managing compliances of the said corporates including post listing compliances by a listed company. She is working as independent consultant since year 2021. She is also an Independent Director on the Board of Quadrant Future Tek Limited, Indian Designs Exports Private Limited, Candor Dates Private Limited, Candor Foods Private Limited, Dhara Foods Private Limited, and was appointed as Independent Director on the Board of our Company w.e.f. September 27, 2025.

Mohit Vohra aged 50 years is a Mechanical Engineer from YMCA Institute of Engineering, Faridabad. He has an experience of over 27 years and has previously worked with multinational corporations namely, Thermax Limited, Pouyet Communication India Private Limited (then subsidiary of 3M India Limited) and Tyco Electronics Corporation India Private Limited before venturing with his own venture under MV Electrosystems Limited in the year 2009. In his entrepreneurship journey, he has expanded his business into ventures namely, Quadrant Future Tek Limited, MV Mobility Limited, MV Greentech Private Limited, Iboard India Limited and is also a director in these companies and partner in Prime Electronics. He is presently also serving as Managing Director of Quadrant Future Tek Limited. He was appointed as Director in our Company w.e.f. July 03, 2009. At MV Electrosystems, Beyond his duties as a Director, he oversees the Companys overall strategic direction and vision and provides guidance and mentorship to the management team, particularly with respect to capability building, team strengthening and the development of future projects.

Amit Dhawan, aged 48 years and is Bachelor in Laws (Professional) from Seth Girdhari Lal Behani S.D. College, Sriganganagar. He has an experience of 23 years in customer relationship management and service delivery within the railway domain business. He is a director in Quadrant Future Tek Limited, MV Mobility Limited and Iboard India Limited as well. He served as Director on the Board of our Company during the period from July 25, 2010 to March 27, 2013 designated as Executive Director. Subsequently, he was again appointed as Additional Director on June 10, 2020 and designated as Executive Director from December 31, 2020 to January 01, 2022. He was again appointed as Additional Director in our Company on July 10, 2023 and designated as Non Executive Director w.e.f. September 28, 2023. He oversees the sales and marketing functions of the Company

Sumit Dhawan, aged 37 years holds the degree in Bachelor of Computer Applications from Lovely Professional university. Previously he has worked with AM Speciality Materials Private Limited as Purchase Manager from April 2010 to March 2015. He has been with our Company as Purchase Manager for the period from April 2015 to October 2018. Subsequently, he was appointed as Director on the Board of our Company on October 22, 2018. He has a total experience of over 15 years and is presently handling strategic, sourcing and supplier management operations of our Company.

Rahul Dhawan, aged 41 years is Bachelor of Ayurvedic Medicine and Surgery from Baba Farid University of Health Sciences, Faridkot, Punjab. He was appointed as Manager - Manufacturing Operations in our Company in April 2010 and was engaged in process improvement, implementation of technical solutions and strengthening of overall efficiency of the business. Later, he was appointed as Director on the Board of our Company w.e.f. September 30, 2019 and presently functioning as Whole Time Director. He plays an active role in guiding the Companys team with his technical experience and managerial insight and is responsible for plant infrastructure development and overseeing plant operations.

Sanjay Kumar Singh, aged 55 years has completed his MA in Social Work from Kashi Vidyapith, Varanasi. He has an experience of over 21 years in human resource and office administration, including seven years of experience in Bhartiya Association for Rural Development, a Non Government Organisation involved for social cause. He has also worked with GFB Great Foods Private Limited. Pursuant to the Shareholders Agreement dated August 09, 2023 entered into by our Company with Ramendra Pratap Singh and Sangeeta Singh, he was appointed as Nominee Director on the Board of our Company on August 14, 2023 and later re-designated as Non-Executive Director w.e.f. September 28, 2023 and continues to hold the directorship of our Company thereafter.

Except as mentioned below, none of the Directors are related:

* Not a relative in terms of the definition of "Relative " under Regulation 2(1)(uu) of the SEBIICDR Regulations.

None of our Directors is or was a director of any listed company during the five years immediately preceding the date of Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the stock exchange during their directorship in the company.

None of our Directors is, or was a director of any listed company, which has been or was delisted from any stock exchange, during the term of his/her directorship in such company.

Except as disclosed below, none of the Company with which our directors, promoters and promoter group persons were associated as a director in the past has been struck-off from the records of MCA:

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which they are interested by any person either to induce them to become or to help them qualify as a Director, or otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the promotion or formation of our Company.

None of our Director have been declared as wilful defaulters or fraudulent borrower (by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016) by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them.

As on date, none of our Director is of the age of seventy-five years and hence we are in compliance with the requirement under Regulation 17(1A) of the SEBI LODR Regulations.

Apart from Sanjay Kumar Singh, nominated to our Board by Ramendra Pratap Singh and Sangeeta Singh pursuant to the Shareholders Agreement dated August 09, 2023, none of our Directors have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others. Post reclassification of Ramendra Pratap Singh as one of the Promoter of the Company and Sangeeta Singh as Promoter Group shareholder, and termination of the aforesaid Shareholders Agreement, Sanjay Kumar Singh still continues as Non Executive Non Independent Director on the Board of our Company.

Our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment.

(a) Pankaj Rastogi

Our Board, pursuant to its resolution dated November 27, 2025 has decided that our Independent Directors are entitled to receive sitting fees of Rs. 0.05 million for attending each meeting of our Board and Rs. 0.025 million for attending each meeting of our committees constituted of the Board respectively.

The details of the remuneration paid to our Directors during the four months period ended July 31, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 is as under:

* Appointed as Managing Director w.e.f. October 01, 2025 and hence the details for previous financial years are not applicable. For details refer to

"- Terms of appointment of Executive Directors" on page 253