Smarten Power Systems Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 12^th (“Twelfth”) Board Report of Smarten Power Systems Limited (the “Company”) along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31,2026.

Further, in compliance with the Companies Act, 2013, (the “Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has made requisite disclosures in this report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

FINANCIAL INFORMATION

(Rs. in Lakhs)

	Standalone	Consolidated
Particulars	March 31,2026 Current Year	March 31,2025 Previous Year	March 31,2026 Current Year	March 31,2025 Previous Year
Revenue from Operations	22,932.13	17,953.29	24,266.04	20,174.85
Other Income	150.32	116.23	164.02	144.82
Total Income	23,082.45	18,069.51	24,430.06	20,319.67
Total Expenditure	21,974.42	16,485.58	23,251.84	18,604.22
Profit before Prior Period Items, Exceptional Items, Extraordinary Items and Tax	1,108.03	1,583.94	1,178.23	1,715.46
Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit / Loss before Tax	1,108.03	1,583.94	1,178.23	1,715.46
Current Tax	267.83	434.25	285.06	462.89
Deferred Tax Expense/ (Credit)	13.10	(29.13)	13.10	(29.13)
Net Profit/Net Loss after Tax	827.10	1,174.15	880.07	1,277.03

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

FINANCIAL PERFORMANCE

Standalone Performance

During FY 2025-26, the Company reported a Standalone Total Income of Rs. 23,082.45 lakhs as compared to Rs. 18,069.51 lakhs for the previous FY 2024-25. The Standalone Net-Profit After Tax of the Company stood at Rs. 827.10 lakhs during FY 2025-26 as compared to Rs. 1,174.15 lakhs for the previous FY 2024-25.

Consolidated Performance

During FY 2025-26, the Company reported a Consolidated Total Income of Rs. 24,430.06 lakhs as compared to Rs. 20,319.67 lakhs for the previous FY 2024-25. The Standalone Net Profit After Tax of the Company stood at Rs. 880.07 lakhs during FY 2025-26 as compared to Rs. 1,277.03 lakhs for the previous FY 2024-25.

OPERATIONS AND PERFORMANCE OF THE COMPANY

Your Company is engaged in designing, assembling and supply of power backup and solar energy solutions for residential and commercial use. It develops and manufactures products such as home UPS systems, solar inverters, solar power conditioning units and solar charge controllers while also trading solar panels and batteries are manufactured in-house as well as some portion of it is traded due to acquisition of the Baddi plant to support integrated energy needs. With a distribution led model, the company serves customers across India through a wide network and also exports its solutions except solar panels to international markets. It currently operates across 24 states and 2 union territories in India and has expanded its presence to more than 9 countries across the Middle East, Africa and South Asia. The company focuses on advancing renewable energy adoption through continuous investment in design, research and development and manufacturing capabilities with the belief that fusion is the future and solar energy is central to a sustainable tomorrow.

DIVIDEND

During the year under review, with a view to conserving the resources for future business operations of the Company and to develop and diversify the existing business, your directors have not recommended any Dividend for the Financial Year 2025-26.

TRANSFER TO RESERVES

During the year under review, the Company has transferred Rs. 3,229.88 lakhs/- in the Securities Premium Reserve account.

Also, The Board of Directors has decided to retain the entire amount of profits for FY 2025-26 in Profit and Loss account.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of your Company.

INITIAL PUBLIC OFFER (“IPO”) / LISTING OF EQUITY SHARES

We are pleased to inform all stakeholders that your Company has successfully completed its Initial Public Offering (IPO) marking a significant milestone in its growth journey in FY 202526. The IPO had received an overwhelming response, with a subscription of 5.51 times, amounting to approximately Rs. 261.74 Crores. The remarkable response to the IPO enabled the Company to successfully issue 50,00,400 equity shares of Rs. 10/- each aggregating Rs. 5,000.40 Lakhs comprising of a Fresh Issue of 40,00,800 equity shares of Rs. 10/- each aggregating to Rs. 4,000.80 Lakhs and Offer for sale of 9,99,600 equity shares of Rs. 10/- each aggregating Rs. 999.60 Lakhs.

Pursuant to the successful completion of the IPO process. the equity shares of the Company were listed on the NSE Emerge Platform (the SME Platform of the National Stock Exchange of India Limited) on 14^th of July, 2025. With this, your Company has transitioned into an SME Listed Company, enhancing its visibility in the financial markets. strengthening its corporate governance practices. and paving the way for greater transparency and access to capital.

SHARE CAPITAL

I. Authorised Share Capital

During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs.10/- (Rupees Ten Only) each.

II. Paid-up Share Capital

During the year under review, the Company successfully launched an Initial Public Offer (IPO) by issue of 50,00,400 equity shares of Rs. 10/- each aggregating Rs. 5,000.40 Lakhs comprising of (a) Fresh Issue of 40,00,800 equity shares of Rs. 10/- each aggregating to Rs. 4,000.80 Lakhs and (b) Offer for sale of 9,99,600 equity shares of Rs. 10/- each aggregating Rs. 999.60 Lakhs, hence the paid- up Share Capital of the Company increased from Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of face value of Rs. 10/- each to Rupees 19,00,08,000/- divided into 1,90,00,800 Equity Shares of face value of Rupees 10/- (Rupees Ten Only) each as on March 31,2026. The Company has only one class of Equity Shares.

The equity shares were allotted to eligible applicants on July 10, 2025, and the listing and trading of the Company’s shares commenced on July 14, 2025, on NSE Emerge platform of NSE.

During the year under review, your Company has not issued any Equity Share with differential rights, Sweat Equity Shares or Bonus Shares.

EMPLOYEE STOCK OPTIONS PLAN/SCHEME

During the year under review, your Company does not have any Employee Stock Option Scheme/ Plan.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has one Subsidiary Company, Smart Store International Private Limited (CIN: U51909HR2021PTC094361), which was incorporated on April 12, 2021, having registered office at Plot No. 374, Sector-37, Gurgaon, Haryana 122001. The principal business of the Subsidiary Company is to engage in online and offline trading activities of inverters, solar panels, solar products, batteries, and other allied power backup products.

Pursuant to Section 129(3) of the Companies Act, 2013 (“the Act”) read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient feature of the financial statement of a Company’s subsidiary is given as “Annexure-A” in the Form AOC-1.

Highlights of the performance of the Subsidiary Company:

The total revenue from operations of Smart Store International Private Limited (“Subsidiary Company”) for FY 2025-26 stood at Rs. 1,614.97 Lakhs as compared to Rs. 2,272.89 lakhs in previous FY 2024-25. The Net-Profit for FY 2025-26 stood at Rs. 52.9609 lakhs as compared to Rs. 102.88 lakhs in the previous FY 2024-25.

Report on highlights on performance of Subsidiary Company and its contribution to overall performance of the company during the period under report

Sl. No. Name of Subsidiary Company	Category	Contribution to the overall performance of the Company (Rs. in Lakhs)	Contribution to the overall performance of the Company (In %)
1. Smart Store International Private Limited	Wholly-owned Subsidiary	Turnover: 1,614.97 Net Profit: 52.9609	Turnover: 6.65 % Net Profit: 6.02 %

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

Expansion of Business

During the year under review, the Company acquired the Battery Manufacturing Plant situated at Baddi, Himachal Pradesh, from Su-Urja Solar Systems Private Limited under an Asset Purchase Agreement and commenced operations at the said plant. Prior to the acquisition, Su-Urja Solar Systems Private Limited was supplying batteries to the Company. The acquisition of the manufacturing plant and commencement of operations mark a significant expansion of the Company’s manufacturing capabilities and are expected to contribute to its future business operations and financial performance.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of deposit as per Section 73 and 74 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of your Company comprises 6 (Six) Directors, out of which 2 (Two) are Non-Executive Independent Directors and 4 (Four) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations, and the circulars/ directions/notifications issued by therein.

All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, and guidelines as may be applicable to the Company. The Nomination & Remuneration Committee (“NRC”) of the Company exercises due diligence inter alia to ascertain the fit and proper’ person status of the person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, Mr. Amit Vijay Karia (DIN: 06846654), Independent Director of the Company, resigned from the position of Independent Director with effect from March 11, 2026. Subsequently, after the closure of Financial year, Ms. Khyati Pahuja (DIN: 10768473) was appointed as an Additional Director in the capacity of Independent Director of the Company with effect from April 02, 2026 whose appointment is subject to approval of the shareholders in the ensuing AGM.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Ravi Dutt (DIN:06813116), Wholetime Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. A brief profile of Mr. Ravi Dutt has been included in the Notice convening the ensuing Annual General Meeting of the Company.

The details of the Directors of your Company are as follows:

Sr. No. Name of Director	Designation
1 Mr. Arun Bhardwaj	Managing Director
2 Mr. Rajnish Sharma	Chairperson & Whole-time Director and Chief Executive Officer
3 Mr. Ravi Dutt	Whole-time Director
4 Mr. Tirath Singh Khaira	Whole-time Director
5 Mr. Tejas Pralhad Karhadkar	Non-Executive Independent Director
6 Ms. Vaishali Srivastava	Non-Executive Independent Director
7 Ms. Khyati Pahuja*	Non-Executive Independent Director

*Appointed as an Additional Director in the category of Independent Director in the Company w.e.f, April 02, 2026 in place of Mr. Amit Vijay Karia (DIN: 06846654), Independent Director of the Company who resigned w.e.f, March 11, 2026

Disclosure of relationships between Directors inter-se

Sr. No. Name of Director	Relationship with other Director
1 Mr. Arun Bhardwaj	None
2 Mr. Rajnish Sharma	None
3 Mr. Ravi Dutt	None
4 Mr. Tirath Singh Khaira	None
5 Mr. Tejas Pralhad Karhadkar	None
6 Ms. Vaishali Srivastava	None
7 Ms. Khyati Pahuja*	None

*Appointed as an Additional Director in the category of Independent Director in the Company w.e.f, April 02, 2026 in place of Mr. Amit Vijay Karia (DIN: 06846654), Independent Director of the Company who resigned w.e.f. March 11, 2026

Change in Key Managerial Personnel

During the year under review, Mr. Rajbir Sharma (ICSI Membership No. A66244) resigned from the position of Company Secretary & Compliance Officer of the Company with effect from September 01, 2025. Subsequently, Ms. Vandita Tripathi (ICSI Membership No. A73371) was appointed as the Company Secretary & Compliance Officer of the Company with effect from November 10, 2025.

During the year under review, Mr. Rajnish Sharma (DIN: 06813014), CEO & Whole-Time Director of the Company was re-designated as a Chairman of the Board with effect from November 10, 2025 in place of Mr. Tejas Pralhad Karhadkar (DIN: 10794684), Independent Director.

The details of the Key Managerial Personnel of your Company as on March 31,2026, are as follows:

Sr. No. Name of Key Managerial Personnel	Designation
1. Mr. Arun Bhardwaj	Managing Director (MD)
2. Mr. Rajnish Sharma	Chief Executive Officer & WholeTime Director (CEO & WTD)
3. Mr. Ravi Dutt	Whole-time Director (WTD)
4. Mr. Tirath Singh Khaira	Whole-time Director (WTD)
5. Mr. Rahul Sharma	Chief Financial Officer (CFO)
6. Ms. Vandita Tripathi*	Company Secretary and Compliance Officer (CS)

*Appointed as Company Secretary & Compliance Officer of the Company w.e.f., November 10, 2025 in place of Mr. Rajbir Sharma, Company Secretary of the Company who resigned from the Company w.e.f. September 01, 2025.

DIRECTOR(S) DISCLOSURES

Based on the declarations and confirmations received pursuant to Sections 164 and 184 of the Act, none of the Directors on the Board of your Company is dis-qualified from being appointed as Director.

Further the Company has received the declarations from all the Independent Directors as per Section 149(7) of the Act, and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) vide its Notification dated 22^nd October, 2019, regarding the requirement relating to enrolment in the data bank created by

MCA for Independent Directors, had been received from all Independent Directors.

BOARD EVALUATION

The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014.

BOARD COMMITTEES

The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The Board Committees have changed twice a year.

The details of the Board Committees of your Company as on current date are as follows:

AUDIT COMMITTEE(“AC”)

The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act.

The Audit Committee consists of the following members:

Sr. No. Name of Director	Category of Director	Designation
1. Mr. Tejas Pralhad Karhadkar	Non- Executive Independent Director	Chairperson
2. Ms. Vaishali Srivastava	Non- Executive Independent Director	Member
3. Mr. Arun Bhardwaj	Managing Director	Member

Nomination and Remuneration Committee (“NRC”)

The Nomination and Remuneration Committee and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members:

Sr. No. Name of Director	Category of Director	Designation
1. Mr. Tejas Pralhad Karhadkar	Non- Executive Independent Director	Chairperson
2. Ms. Vaishali Srivastava	Non- Executive Independent Director	Member
3. Ms. Khyati Pahuja*	Non- Executive Independent Director	Member

*Appointed as an Additional Director in the category of Independent Director in the Company w.e.f., April 02, 2026 in place of Mr. Amit Vijay Karia (DIN: 06846654), Independent Director of the Company who resigned w.e.f. March 11, 2026

Stakeholder Relationship Committee (“SRC”)

The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship Committee consists of the following members:

The Stakeholder Relationship Committee consists of the following members:

Sr. No. Name of Director	Category of Director	Designation
1. Mr. Tejas Pralhad Karhadkar	Non- Executive Independent Director	Chairperson
2. Mr. Arun Bhardwaj	Managing Director	Member
3. Mr. Tirath Singh Khaira	Executive Director	Member

Corporate Social Responsibility Committee (“CSR”)

The Corporate Social Responsibility Committee and the terms of reference of the Corporate Social Responsibility Committee are in compliance with the provisions of Section 135 of the Act.

The Corporate Social Responsibility Committee consists of the following members:

Sr. No. Name of Director	Category of Director	Designation
1. Mr. Tejas Pralhad Karhadkar	Non- Executive Independent Director	Chairperson
2. Mr. Ravi Dutt	Whole-time Director	Member
3. Mr. Rajnish Sharma	Whole-time Director & CEO	Member

BOARD MEETINGS HELD DURING THE YEAR

The Board meets at regular intervals inter-alia to discuss and review various matters including business performance, business strategies and policies The gap between the two consecutive board meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act.

During the year under review, 9 (Nine) meetings of the Board of Directors of the Company were held as follows:

Sr. No.	Date of Meeting		Attendance
		Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1.	April 16, 2025	7	7	100
2.	June 07, 2025	7	7	100
3.	June 11,2025	7	7	100
4.	June 12, 2025	7	7	100
5.	June 27, 2025	7	7	100
6.	July 10, 2025	7	7	100
7.	September 04, 2025	7	7	100
8.	November 10, 2025	7	5	72
9.	March 09, 2026	7	6	85

During the year under review, no. of Committee Meetings held and Members attended:

			Attendance
Sr. No. Type of Meeting	Date of Meeting	Total Number of members as on the date of meeting	Number of members attended	% of attendance
1. Audit Committee	April 16, 2025	3	3	100%
2. Audit Committee	June 07, 2025	3	3	100%
3. Audit Committee	June 09, 2025	LIGN=RIGHT>3	3	100%
4. Audit Committee	June 11,2025	3	3	100%
5. Audit Committee	June 12, 2025	3	3	100%
6. Audit Committee	September 04, 2025	3	3	100%
7. Audit Committee	November 10, 2025	3	2	66.67%
8. Audit Committee	March 09, 2026	3	2	66.67%
9. Nomination and Remuneration Committee	September 02, 2025	3	3	100%
10. Nomination and Remuneration Committee	November 10, 2025	3	3	100%
11. Corporate Social Responsibility Committee	March 06, 2026	3	3	100%

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

As per the provisions of Section 178(3) and Section 134(3) (e) of the Act, on recommendation of the Nomination and Remuneration Committee (NRC), the Board has framed a Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors & Key Managerial Personnel / Senior Management. This policy, inter alia, provides:

a. The criteria for determining qualifications, positive attributes and independence of directors and criteria for appointment of Key Managerial Personnel / Senior Management while making the selection of the candidates; and

b. Guiding principles, philosophy, and the basis for payment of remuneration to Directors, Key Managerial Personnel / Senior Management.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy is available on the Company’s website at www.smartenpowersystems.in.

PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 (PIT Regulations’), the Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines which provide for the procedure to be followed and disclosures whilst dealing with shares of the Company. Further, in terms of the PIT Regulations, the Company has in place a Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has followed the applicable Secretarial Standards, relating to the meeting of the Board of Directors (SS-1) and the General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI) and mandated as per the provisions of Section 118 (10) of the Act.

CFO CERTIFICATION

The company has obtained Compliance Certificate from Mr. Rajnish Sharma, Chief Executive Officer & Mr. Rahul Sharma, Chief Financial Officer of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2025-26 which was placed before the Board of Directors of the Company and is attached herewith as “Annexure-B” to this Report.

DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm and declare that all the Board Members and Key Management Personnel have individually affirmed compliance with the Code of Conduct adopted by the Company for the Financial Year ended March 31, 2026 being attached to this report as “Annexure-C”.

DIRECTOR’S RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, the Directors of the Company state that:

1. In the preparation of the annual accounts for the year under review, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

2. 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 as on March 31, 2026, and of its profit and loss for the period ended on that date;

3. The Directors 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;

4. The Director had prepared the annual accounts for the year under review on a going concern’ basis;

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

6. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEE, OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), the Company has not given any Loans, guarantees and security covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has formulated a Policy on Related Party Transactions which is available on Company’s website at: https://www. smartenpowersystems.com/wp-content/uploads/2025/01/8.- Materiality-of-and-Dealing-with-RPT.pdf

All Related Party Transaction entered during the year were in ordinary course of business and are at arm’s length. No Material Related Party Transaction as per the limits specified under the Companies Act, 2013 and/ or SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was entered during the year under review by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

UNSECURED LOAN FROM THE DIRECTORS

During the year under review, the Company has not borrowed any unsecured loan from any of the Directors of the Company.

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

The information pertaining to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed herewith as “Annexure-D”.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company recognises the importance of effective risk management and continuously monitors key business, operational, financial and regulatory risks. The Board periodically reviews significant risks and the measures undertaken by the management to mitigate their impact.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at www.smartenpowersystems.in.

Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in “Annexure-E.”

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUS & COMPANY’S OPERATION IN FUTURE

During the year under review, the Company has not received any significant orders/ material orders passed by any of the Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY

The Company is committed to conduct its business in accordance with applicable laws, rules and regulations. The Company promotes ethical behaviour in its operations and has a Whistle Blower Policy which is overseen by the Audit Committee. Under the Whistle Blower Policy, employees and stakeholders are free to report violations of applicable laws and regulations and the Code of Conduct. During the year under review, no employee was denied access to the Audit Committee. The policy on Whistle Blower Policy has been posted on the website of the Company at: https:// smartenpowersystems.in/policies/

ANNUAL RETURN

The Extract of Annual Return of your Company as on March 31, 2026, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company’s website at https:// smartenpowersystems.in/annual-return/ .

AUDIT & AUDITORS

Statutory Auditors & Statutory Audit Report

M/s. Mahesh Yadav & Co., Chartered Accountants, Haryana (FRN: 036520N), was appointed as the Statutory Auditor of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 10^th Annual General Meeting of the Company held on September 18, 2024 till the conclusion of 15^th Annual General Meeting of the Company to be held in FY 2028-29.

M/s. Mahesh Yadav & Co., Chartered Accountants, Haryana, have confirmed that they are not disqualified from being appointed as the Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

M/s. Mahesh Yadav & Co., Chartered Accountants, Haryana, Statutory Auditor in their report(s) on the Standalone & Consolidated Audited Financial Statements of your Company for the financial year ended March 31, 2026, have not made any qualifications, reservations, adverse remarks or disclaimers and said report forms part of the Annual Report. Further, the notes to the accounts referred to in the Auditor’s Report are self-explanatory and are attached herewith the Financial Statements.

Cost Records & Cost Auditor

In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the Financial Year ended March 31,2026.

The Board of Directors basis the recommendation of the Audit Committee re-appointed M/s. Ajay Kumar Singh & Co, Cost Accountants, (Firm Registration No. 000386), as Cost Auditors of the Company for the Financial Year ended March 31, 2026, at yearly remuneration of Rs.1,00,000/- (Rupees One Lakh only) exclusive of taxes and out-of-pocket expenses incurred in connection with the aforesaid audit and subject to the ratification of the said fees by the Members at the ensuing Annual General Meeting.

Further, based on the recommendation of the Audit Committee, the Board has approved the appointment of M/s. Ajay Kumar Singh & Co, Cost Accountants, (Firm Registration No. 000386), as Cost Auditors of the Company, for the financial year 2026-27. of M/s. Ajay Kumar Singh & Co, Cost Accountants, being eligible for appointment have conveyed their consent to act as the Cost Auditor of the Company for FY 2026-27 and have confirmed that they satisfy the prescribed eligibility criteria and are not disqualified from being appointed as Cost Auditor under the applicable provisions of law.

The Cost Audit Report issued during the financial year 202526 does not contain any qualification, reservation, or adverse remark. During the year under review, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act, and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and

Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had appointed M/s. Vinay Terse & Associates, Practicing Company Secretaries (Firm Registration No. 7903), as the Secretarial Auditor of the Company for the financial year 2025-26.

The Secretarial Audit Report issued by M/s. Vinay Terse & Associates, Practicing Company Secretaries (Firm Registration No. 7903) for the financial year ended March 31, 2026, is annexed to this Board’s Report as “Annexure F” and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Act and therefore, disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Further, based on the recommendation of the Audit Committee, the Board has approved the appointment of M/s. CSA & Associates, Practicing Company Secretaries (Firm Registration No. S2025DE26400), a Peer Reviewed Firm of Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from the financial year 2026-27 and ending with the financial year 203031, subject to the approval of the Members in the ensuing AGM.

M/s. CSA & Associates, Practicing Company Secretaries, being eligible for appointment and having obtained a valid Peer Review Certificate, have conveyed their consent to act as the Secretarial Auditor of the Company for the aforesaid term and have confirmed that they satisfy the prescribed eligibility criteria and are not disqualified from being appointed as Secretarial Auditor under the applicable provisions of law.

Internal Auditor and Internal Audit Report

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and based on the recommendation of the Audit Committee, the Board has appointed M/s. Nitin Arora & Associates, Chartered Accountants (Firm Registration No. 031892N), as the Internal Auditor of the Company for FY 2025-26 to conduct the internal audit of the functions and activities of the Company.

The Internal Auditor has conducted the Internal audit of financial year 2025-26 and submitted the half yearly report thereof to the management of the Company. The Internal Auditor’s Report does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

Further, based on the recommendation of the Audit Committee, the Board has approved the re-appointment of M/s. Nitin Arora & Associates, Chartered Accountants (Firm Registration No. 031892N), as Internal Auditors of the Company, for the financial year 2026-27 who have conveyed their consent to act as the Internal Auditor of the Company for the aforesaid term and have confirmed that they satisfy the prescribed eligibility criteria under the applicable provisions of the Companies Act, 2013.

The Internal Auditor half-yearly submits its reports to the Audit Committee. The Audit Committee reviews the findings and recommendations of the Internal Auditor and monitors the implementation of corrective actions, wherever required.

REMUNERATION OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The remuneration paid to the Directors & Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act. Particulars of Employees as required under Section 197(12) of the Act and other disclosures as per Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as “Annexure G”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the Listing Regulations, the Management Discussion & Analysis Report forms part of this Report and is enclosed herewith as “Annexure H”.

CORPORATE GOVERNANCE

The provisions relating to Corporate Governance under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, being an SME-listed entity, in terms of Regulation 15(2)(b) of the said Regulations. However, the Company remains committed to maintaining high standards of corporate governance, transparency, accountability, and ethical business practices and continues to follow sound governance practices in the conduct of its affairs.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (“BRSR”)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR is not applicable to the Company, being an SME listed entity, but the Company has voluntarily disclosed its BRSR for FY 2025-26 as a good governance and transparency practice. The voluntary disclosure reflects the Company’s commitment towards responsible business conduct, sustainability, and enhanced transparency in its Environmental, Social and Governance (ESG) performance. The BRSR is enclosed herewith as “Annexure-I”.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a conducive environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a “Policy for prevention of Sexual Harassment at workplace” and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaint Committee consists of following members:

Sr. No. Name of Member	Designation
1. Ms. Vandita Tripathi (Company Secretary & Compliance Officer)	Presiding Officer- Internal
2. Ms. Pallavi Gautam (Assistant Manager- Sales Operations)	Other Member- Internal
3. Ms. Pooja Sharma (Office Assistant ( HR & Admin))	Other Member- Internal
4. Mr. Pradeep Lather (Assistant Manager-Human Resource)	Other Member- Internal
5. Mr. Shubham Agarwal (Proprietor- CSA & Associates, Practising Company Secretaries)	External Member

During the year under review, Your Directors further state that there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Company’s Website at www. smartenpowersystems.in.

(a) Number of complaints of Sexual Harassment received in the year: Nil

(b) Number of complaints disposed-off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2026.

Male Employees: 288 Female Employees: 15 Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

Your Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures, and policies, ensuring the efficient and orderly conduct of its business, including adherence to the Company’s policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the year under review. There were no instances of fraud that necessitates reporting of material misstatements to the Company’s operations.

REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under subsection (12) of Section 143 of the Act.

REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Maashitla Securities Private Limited was the Registrar and Transfer Agent (RTA) of the Company.

DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNISATION AND DIVERSIFICATION

During the year under review, no acquisitions, Merger, modernisations, and Diversification have taken place in your Company.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE 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 Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

OTHER STATUTORY DISCLOSURES

• The Standalone & Consolidated Financial Statements of the Company are placed on the Company’s website at www.smartenpowersystems.in.

• Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

If employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees	Nil
If employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month	Nil
If employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company	Nil

CAUTIONARY STATEMENT

Statement in this report, Notice to shareholders, BRSR or elsewhere in this Report, describing the objectives, projections, estimates and expectations may constitute Forward Looking Statement’ within the meaning of applicable laws and regulations. Actual results might differ materially/marginally from those either expressed or implied in the statement depending on the market conditions and circumstances

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to the Shareholders, regulatory authorities, including the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India, and other Regulatory Authorities, the Depositories, the NSE Limited, Bankers, Financial Institutions, and Customers of the Company for their continued support and trust. Your Directors also like to express their sincere appreciation for the commitment, dedication, and hard work done by the employees of the Company.

By the Orders of the Board of Directors For Smarten Power Systems Limited
Sd/-	Sd/-
Mr. Arun Bhardwaj	Mr. Rajnish Sharma
Managing Director	Whole-time Director
DIN:06964929	DIN: 06813014
Date: July 14, 2026	Date: July 14, 2026
Place: Gurugram	Place: Gurugram