Powerica Ltd Directors Report

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 Auditors 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 Boards Report in Form AOC-1 as "Annexure-II".

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

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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 Companys investments in the equity share capital of its subsidiaries and associate company.

The highlights of performance of the Companys 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 Boards Report.

7. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

As at March 31, 2026, the Authorised Share Capital of the Company was RS. 110.00 Crores comprising of 20,00,00,000 Equity Shares having face value of RS. 5 each aggregating to RS. 100.00 Crores and 1,00,00,000 Preference Shares having face value of RS. 10 each aggregating to RS. 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 RS. 5 each, the Issued, Subscribed and Paid-up Equity Share Capital of the Company was increased from RS. 54.41 Crores to RS. 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 RS. 5 each aggregating to RS. 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 202526, 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 Boards 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.

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 Companys 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 Directors 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.

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 Boards 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 Boards 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 Boards 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 RS. 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 AUDITORS 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 Auditors 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 Auditors 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 Auditors 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 Boards 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 RS. 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 Companys 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 arms 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".

33. EXTRACT OF THE 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

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".

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 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 Companys 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 RS. 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 Companys 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.