Powerica Ltd Directors Report

Dear Members,

Your Directors present their report together with the audited financial statements of your Company for the year ended 31^st March, 7024,

1. Financial and Operational Highlights :

Companys financial performance for the year ended March 31, 2024, is summarized below:

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	2195.07	2354.63	2210.00	2378.26
Other Income	146.81	44.51	146.78	44.20
Profit before Depreciation, Finance	493.71	384.30	509.22	377.32
Costs
Less : Depreciation , Finance Costs	167.72	191.39	167.82	191.16
Profit Before Tax	325.99	192.91	341.40	186.15
Less: Share of Profit (Loss) of Associate	-	-	(0.02)	(14.19)
Share of Proft (Loss) of Non	-	-	-	-
controlling interest
Less: Tax Expenses
Current Tax	73.45	33.21	73.45	33.21
Deferred Tax Charge (Credit)	38.43	57.33	38.43	57.32
Mat Credit Entitlement	-	(32.54)	-	(32.54)
Mat Credit Entitlement of Earlier Years	0.99	21.86	0.99	21.86
Share of Profit (loss) attributable to	-	-	(0.17)	-
non-controlling interest
Profit After Tax	213.12	113.05	228.70	106.30
Add:
Balance in Profit and Loss account	784.10	672.50	779.10	674.05
Add: Effect of common control transaction	-	-	-	-
Buyback of shares	(84.94)	-	(84.94)	-
Tax on buyback of shares	(20.39)	"	(20.39)
Balance in Profit and Loss Account	678.77	672.50	673.77	674.05
Profit for the year	213.12	113.06	228.70	106.30
Other Comprehensive Income for the year	(0.54)	(0.82)	(0.42)	(0.60)
Gain due to changes in ownership interest in subsidiary without loss of control			0.04
Total Comprehensive Income	891.35	784.74	902.09	779.74
Acqusition of Subsidiary			.
Hedging Gain (Loss) transferred to Statement of Proft and Loss	0.22	(0.64)	0.22	(0.64)
Interim Dividend Paid	.	_	_	-
Balance carried to Balance Sheet	891.57	784.10	902.31	779.10

2. Performance Review:

Your Companys main business segments that Company operates viz. Power Generating Sets, 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 is summarized below:

Particulars	Year Ended (Rs. In Crores)
	As on March 31,2024	As on March 31,2023
Gross Turnover
Power Generating Set Business and Service Division and Electricity Business	2119.43	2143.05
Wind Projects	65.08	195.81
Other Operating Revenue	10.55	15.77
Total	2195.06	2354.63

i. Power Generating Set Business & Service Division:

The power generating set business recorded gross revenue of Rs.1900.68 crore in 2023-24 as compared to Rs. 1934.65 Crores in 2022-23. The Company has successfully revived the power generating 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 year under the review, with the supply of over 8781 DG Sets. Powerica is associated with Cummins, a leader in engine manufacturing since inception. Currently, Powerica markets the entire range of engines manufactured by Cummins from 7.5kVA to 3750 kVA in Diesel and Gas. During the year Company has started execution of order from Government of India Undertaking for ten 6.3 MW medium speed large 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 2023-2024, Company has generated 70.63 crore units (kWh) of electricity from its 149 nos. of Wind Turbine Generators (WTGs) at its 13 wind projects. Out of 149 WTGs, 16 nos of WTGS located at Tamil Nadu were sold and remaining 133 WTGS with the capacity of 279.55 MW located in the state of Gujarat earned a revenue of INR 215.65 Crores by 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 2023-2024, the company has successfully completed its two projects in Gujarat related to Balance of Plant and Project Development activities to its customers. The company has earned a revenue of Rs. 65 Crores.

c. Carbon Credit Benefit from Wind Power Projects

During the year under review, the company generated Rs.0.07 crores carbon credits. The company has not traded these carbon credits during the year.

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. Three of our wind power projects in the State of Gujarat with a total capacity of 50MW are registered at Indian Renewahle Fnergy Development Agency (IREDA) to claim GBI benefits. The Company has earned a GBI benefit of Rs.3.10 Cr during the financial year 2023-2024 as compared to Rs. 5.34 Cr in previous financial year 2022-2023. Reduction in revenue is mainly due to completion of two project out of three projects during the financial year 2023-2024.

v. Wind Power Generation Business:

Powericas Wind Division is expanded its scale of its operation both as Independent Power Producer (Operations of Wind Power Projects). The company has won its 50MW Wind Power Project Bid located in the state of Gujarat in Solar Energy Corporation of India Limited (SECI):

a. New Projects as Independent Power Producer (IPP):

During the year under review, the company has started the construction of its 50MW Wind Power Project to be located in and around Jam Khambhliya, Devbhoomi Dwarka, Gujarat and it has also won the bid awarded by Solar Energy Corporation of India (SECI) in Tranche-XVI. The project is expected to be commissioning in the Financial Year 2024-25.

In the above context, 50MW Wind Power Project, the company has received the connectivity from Central Transmission Utility of India Limited (CTUIL) and it will be connected through our existing Manza sub-station where existing infrastructure of Pooling Sub-station and External Transmission Line will be utilised for the evacuation of the power.

During the financial year 2023-24, the company has sold its Wind Assets located in the state of Tamilnadu, having the total capacity of 26.4MW.

b. EPC Projects/Activities:

The company has successfully completed the construction of Balance of Plant activities for 2 Wind Power Projects with a capacity of about 155M W in the state of Gujarat during the financial year 2023- 2024.

Now the company has focused on the obtaining approvals and land acquisitions for about 400 MW Wind and 125MW Wind-Solar Hybrid Project for an esteemed Independent Power Producer and the same is at advanced stage.

c. Balance of Plant (BOP) O & M Activities ;

Powericas Wind Division is also undertaking the activity of operation and maintenance 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) are own machines, and balance 21 WTGs belong to Customers in and around Jam-Khambhaliya). During the year, the Company has also undertaken the operation and maintenance of Balance of Plant activities for the period from the commissioning to the end of the financial year for 153MW wind power project recently commissioned, located in and around at Jam-Khmabhaliya and Gondal, for the Independent Power Producers (IPP) customers.

During the year, the company generated an income of INR. 7.46 crores from BOP - O&M Services for the customers.

vi. Other Operating Revenue :

The Company has earned total revenue of INR 10.55 Crores during the financial year 2023-24 from leasing and export incentives etc., as compared to 15.77 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 (Wholly owned subsidiary)

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

• Powerica Power Systems FZE (Wholly owned subsidiary)

(b) Associate Company:

• Airpower Windfarms Private Limited (upto September 01, 2023)

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:

	Paid up Capital in Rs. (Equity Shares having face Value of Rs. 10/- each
Name of the Company	As on 01.04.2023	Change during the year	As on 31.03.2024
Paramount Windfarms Private Limited	1,30,00,000	12,00,000	1,42,00,000
Powerica Renewables Infra Private Limited *	10,00,000	(3,50,000)	6,50,000
Airpower Windfarms Private Limited**	27,50,00,000	(27,50,00,000)	Nil

*35,000 equity shares were sold and transferred on January 25, 2024.

**During the year, the company has sold its entire shareholding held in Airpower Windfarms Private Limited to Torrent Green Power Private Limited and It ceases to be an associate company of Powerica Limited w.e.f. September 01, 2023.

The financial performance of each of the subsidiary 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 2023-2024 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.

Dividend on Preference Shares:

The Board has issued 0.001% non-cumulative, non-convertible, redeemable preference to the equity shareholders of Powerica Sales and Services Private Limited, Empower Gensets Private Limited and Everest Industrial Gases Private Limited as per the scheme of Amalgamantion and Merger approved by the NCLT, Mumbai Bench.

As per the terms of the preference shares, the Board has noted the payment of dividend at the rate of 0.001% on face value of Rs. 10/- each on preference shares for the financial year 2023-24.

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:

Date	Total Board Strength as on meeting date	Attendance
		No. of Directors Present	% of attendance
18th May, 2023	7	7	100
29th August, 2023	7	7	100
18th September, 2023	7	7	100
22nd December, 2023	7	7	100
06th March,2024	7	6	86

Attendance of Directors at Board meetings and last Annual General Meeting (AGM):

Name of the Director	AGM held on Septembe r 27, 2023	Board Meeting					Board Meetings Held during the tenure	Board Meetings Attended	% of attendance
		1	2	3	4	5
Naresh C. Oberoi	9	9	$	$	9	$	5	5	100%
Bharat Oberoi	$	9	$	9	9	9	5	5	100%
Renu Oberoi	9	9	$	9	9	-	5	4	80%
Pradeep Gupta	A	$	$	9	9	9	5	5	100%
Shailesh Vaidya	A	$	$	9	9	9	5	5	100%
Maheswar Sahu	A	$	9	$	9	9	5	5	100%
Udaya Jena	A	N=RIGHT>9	$	$	$	9	5	5	100%

*9 - Director Present A-Absent L-Leave of Absence

* 1. 18.05.2023, 2. 29.08.2023, 3. 18.09.2023, 4. 22.12.2023 5. 06.03.2024

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 is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible, offer himself for re-appointment.

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

Directors:

¦ Mr. Shailesh Shankarlal Vaidya (DIN:00002273) was appointed as an Independent Director with effect from May 24, 2018 for a period of five years which was completed on May 23, 2023. He was reappointed as an Independent Director for 1 (one) year with the effect from May 24, 2023.

• Mr. Maheswar Sahu (DIN:00034051) was appointed as an Independent Director with effect from May 24, 2018 for a period of five years which was completed on May 23,2023. He was reappointed as an Independent Director for further period of 5 years with the effect from May 24, 2023.

• Board of Directors at their meeting held on March 06, 2024 re-appointed Mr. Naresh C. Oberoi, Chairman & Managing Director, Mr.Bharat Oberoi, Jt. Managing Director, Ms. Renu Oberoi, Wholetime Director and Mr. Pradeep Gupta, Whole-time Director 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.

time Director and Mr. Pradeep Gupta, Whole-time Director 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.

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

• 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.

• Mr. Sunil Lobo (DIN: 06477020) was appointed as an Additional Director (Independent) at the Board meeting held on June 27,2024. Mr. Sunil Lobo is to be appointed as Director (Independent) of the Company at the ensuing Annual General Meeting of the Company.

As on date of Report, Company has four Executive Directors and two Independent Directors and one Additional Director (Independent).

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 06,2024 to evaluate the performance of Non-Independent Directors, Board as a whole and Chairman of the Board.

12. Committees of the Board :

Currently, the Board has 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 as per below with the effect from March 6, 2024 in accordance with the provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder.

During the Financial Year 2023-2024, Audit Committee comprised of the following members:

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

2) Mr.Shailesh Vaidya (DIN 00002273) - Member

3) Mr. Maheswar Sahu (DIN 00034051) - Member (w.e.f. March 06, 2024)

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

The Audit Committee met four times during the year under review. Committee Meetings were held on May 18, 2023, August 29, 2023, December 22, 2023 and March 06, 2024 and were attended by requisite quorum.

The Audit Committee charter containing terms of reference, functions and powers of the Committee is annexed to this report as Annexure 2.

(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 once during the year under review. The Meeting was held on March 06, 2024 was attended by requisite quorum.

During the Financial Year 2023-2024, the Nomination and Remuneration Committee comprised of the following members:

1) Mr.Shailesh Vaidya (DIN 00002273) - Chairman

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

3 Mr. Udaya Jena (DIN 09613584) - Member

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

The Nomination and remuneration policy consist of appointment and remuneration of Directors and KMPs including criteria for determining qualifications, positive attributes, independence of a director and other matters is annexed to this report as Annexure 3.

(iii) Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee met three times during the year under review. Committee Meetings were held on August 29, 2023, December 22, 2023, and March 06, 2024 and was attended by requisite quorum.

During the Financial Year 2023-2024, 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 4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at https://www.powericaltd.com/companv/corporate.

(iv) Management and Operational Committee:

As on March 31, 2024 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 Eight 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 that during the year under review, there were no complaints received by the Committee.

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 Companys website at https://www.powericaltd.com/companv/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 or its subsidiary Companies.

15. State of the companys affairs:

The Companys 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- 5.

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 appointment of M/s. Kapoor & Parekh Associates, Chartered Accountants (FRN: 104803W) who has been appointed as a Statutory Auditor of the Company for a term of 2 (Two) financial years commencing from financial year 2022-2023 to 2023-2024. It is being proposed to reappoint M/s. Kapoor & Parekh Associates, Chartered Accountants (FRN: 104803W) for the seond term of 5 (five) years from the conclusion of upcoming Annual General Meeting as per consent provided.

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 29, 2023 appointed M/s. Mehta & Mehta, Practicing Company Secretary as a Secretarial Auditor for te year ended 2023-24.

Secretarial Audit Report as provided by M/s. Mehta & Mehta, Practicing Company Secretary is annexed to this Report as Annexure 6.

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 2023-2024 submitted by M/s. V. J. Talathi & Co., Cost Auditors is annexed to this Report as Annexure 7.

Your directors have, on the recommendation of the Audit Committee, appointed M/s. V.J. Talathi & 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 2023-2024.

As required under Companies Act, 2013, the remuneration payable to the Cost Auditors:

1. For 2023-2024, has been approved by the Board at its Board Meeting held on, the 29^th August, 2023 subject to ratification by the members in the general meeting. Further, the remuneration was ratified by the members in the Annual General Meeting held on 29^th September, 2023.

2. For 2024-2025, the Board has approved the remuneration of cost auditors at its meeting held on 27^th June, 2024 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. Santosh A. Kulkarni & Associates as an Internal Auditor of the Company for the financial year 2023-

2024.

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 Foreign Exchange Earning and Outgo is annexed as Annexure 8.

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 Companys 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 Policy was approved by Board of Directors at their meeting held on August 19, 2013 and there is no changes made further.

25. External Commercial Borrowing:

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

As on March 31, 2024 the there is no outstandings for External Commercial Borrowings.

26. Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arms 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 and thus disclosure in Form AOC-2 is not required.

27. Human Resources:

As on 31 March 2024, the Company has 797 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 Companys operation in future.

30. Shares in the suspense account

The Board has issued 0.001% non-cumulative, non-convertible, redeemable preference to the equity shareholders of Powerica Sales and Services Private Limited, Empower Gensets Private Limited and Everest Industrial Gases Private Limited in the process of merger as per the scheme and merger approved by the NCLT, Mumbai Bench. Preference Shares of Shareholders who have not subscribed to such shares have been transferred to Unclaimed Securities Suspense Account. Details of preference shares in the Unclaimed Securities Suspense Account are as follows:

Particulars	Number of shareholders	Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on May 18, 2023 (date of allotment of preference shares)	2	10,000
Shareholders who approached the Company for transfer of shares from suspense account during the year	0	0
Shareholders to whom shares were transferred from the suspense account during the year	0	0
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act	0	0
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31,2024	2	10,000

31. Changes in Share Capital:

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

• Buyback of Shares :

During the year under review, the Company bought back 62,00,000 fully paid-up equity shares of face value of ^ 5 each at a price of ^ 142 each for an aggregate consideration of ^ 89,04,00,000/- (buyback size), excluding transaction costs, applicable taxes and other incidental and related expenses, in accordance with the approval of Board of Directors of the Company accorded by way of a Board Resolution passed on 18th September, 2023 .

The buyback size represented 9.83% of paid - up equity share capital and free reserves as per the audited standalone financial statements as on March 31, 2023.

The Company adopted the tender offer for the purpose of buyback. The tendering period for buyback of equity shares commenced on 27th September, 2023 and closed on 11th October, 2023. Postcompletion of extinguishment of 62,00,000 equity shares bought back, necessary intimation(s) were filed with Ministry of Corporate Affairs.

Consequently, the issued, subscribed and paid-up share capital of the Company was at Rs. 13,60,31,750 comprising of 2,72,06,350 equity shares of face value of * 5 each as on 31 March 2024, as against Rs.16,70,31,750 comprising of 3,34,06,350 equity shares of face value of * 5/- each as on 31 March 2023. The Company has only one class of equity shares.

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

Your Company has issued 99,27,834 0.001% Non-Convertible, Non-Cumulative, Redeemable Preference Shares of Rs. 10/- each to the equity shareholders of Powerica Sales and Services Private Limited, Everest Industrial Gases Private Limited and Empower Gensets Private Limited pursuant to the Composite Scheme of Amalgamation and Arrangement approved by the NCLT, Mumbai Bench on 28th April, 2023 and the same was noted by the Board at its Board Meeting held on 18th May, 2023.

Except as stated above, there were no other changes in the share capital of the Company during the year

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 Companys 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.