Smarten Power Systems Ltd Directors Report

Arun Bhardwaj#

Arun Bhardwaj, aged about 43 (forty-three) years is the Promoter and Managing Director of our Company. He has been associated with our Company since September 3, 2014. He has passed the examinations for Bachelor

of Technology in electronics and telecommunication from J.R.N Rajasthan Vidyapeeth (Deemed) University and has passed the examinations for Master of Business Administration from Maharshi Dayanand University, Rohtak. He has also completed a diploma in Industrial Electronics & Instrumentation Engineering from State Board of Technical Education, Haryana. He has over 20 (twenty) years of experience in the field of engineering. Prior to joining our Company, he was associated with Su-Kam Power Systems Limited and Krishna Maruti Limited. Presently, he is also a director of Smart Store International Private Limited and Nitant Global Private Limited.

#Document evidencing degree certificate in relation to Bachelor of Technology in electronics and telecommunication from J.R.N Rajasthan Vidyapeeth (Deemed) University is not available. For further details, see Risk Factor - "We do not have documentary evidence for the educational qualification of two of our Directors" on page 43.

Rajnish Sharma#

Rajnish Sharma, aged about 40 (forty) years is the Promoter, Whole Time Director and Chief Executive Officer of our Company. He has been associated with our Company since incorporation, i.e. July 30, 2014. He has passed the examination for a Diploma in Electronics and Communication Engineering from Institute of Advanced Studies in Education Deemed University. He has over 22 (twenty-two) years of experience in the power-backup sector. Prior to joining our Company, he was associated with Su-Kam Power Systems Limited. Presently, he is also a director of Smart Store International Private Limited and Nitant Global Private Limited.

#Document evidencing diploma certificate in relation to examination for a Diploma in Electronics and Communication Engineering from Institute of Advanced Studies in Education Deemed University is not available. For further details, see Risk Factor - "We do not have documentary evidence for the educational qualification of two of our Directors" on page 43.

Ravi Dutt

Ravi Dutt, aged about 47 (forty-seven) years is the Promoter and Whole Time Director of our Company. He has been associated with our Company since November 24, 2014. He holds a Diploma in Electronics and Communications from State Board of Technical Education, Haryana. He has over 21 (twenty-one) years of experience in the power-backup sector. Prior to joining our Company, he was associated with Su-Kam Power Systems Limited, Delta Power Solutions (I) Private Limited and Integrated Technologies Limited. Presently, he is also a director of Nitant Global Private Limited.

Tirath Singh Khaira

Tirath Singh Khaira, aged about 61 (sixty-one) years is the Promoter and Whole Time Director of our Company. He has been associated with our Company since September 19, 2017. He has a degree in Bachelor of Engineering (Electrical) from National University of Singapore and a degree of Master of Business Administration from the University of Warwick. He has more than 21 (twenty-one) years of experience in the Power-Backup and Electronics industry. Prior to joining our Company, he was associated with Century Yuasa Batteries Pty Ltd., Delta Energy Systems (India), ICE Corporation Limited and Sony Precision Engineering Center (Singapore) Pte Ltd. Presently, he is also a director in Nitant Global Private Limited.

Tejas Pralhad Karhadkar

Tejas Pralhad Karhadkar, aged about 49 (forty-nine) years, is the Chairman and Independent Director of our Company. He holds a degree in Master of Business Administration from University of Pune and a degree in Bachelors of Law from Savitribai Phule Pune University. He is enrolled with the Bar Council of Maharashtra and Goa. He also holds a bachelors degree in commerce from University of Mumbai. He has over 20 (twenty) years of experience as a HR professional in various companies across diverse industries.

Amit Vijay Karia

Amit Vijay Karia, aged about 39 (thirty-nine) years, is an Independent Director of our Company. He is admitted as an Associate with the Institute of Company Secretaries of India (ICSI), New Delhi and as an Associate with Institute of Cost and Works Accountants of India and is an Advocate enrolled with the Bar Council of Maharashtra and Goa. He is enrolled as a Professional member with the Indian Institute of Insolvency Professionals of ICAI (IIIPI). He has an experience of 12 (twelve) years as a professional. Presently, he is also a Director in Organic Waste (India) Private Limited, Solapur Bioenergy Systems Private Limited and Organic Recycling Systems Limited. He is also a designated partner in Incorp Restructuring Services LLP.

Vaishali Srivastava

Vaishali Srivastava, aged about 29 (twenty-nine) years, is the Independent Director of our Company. She holds

a degree in Bachelor of Science and a degree in Bachelor of Law from Chhatrapati Shahu Ji Maharaj University, Kanpur. She has experience of almost 2 (two) years in the legal industry. Presently, she is also a director in Eapro Global Limited.

ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

None of our Directors have been nominated, appointed or selected pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

RELATIONSHIP BETWEEN DIRECTORS

None of our Directors are related to each other or to any of our Key Managerial Personnel or the Senior Management Personnel.

DETAILS REGARDING DIRECTORSHIP(S) IN LISTED COMPANIES WHOSE SHARES HAVE BEEN/WERE SUSPENDED FROM BEING TRADED ON THE STOCK EXCHANGES

None of our Directors are/were directors in any listed Company during the preceding five years before the date of filing of this Prospectus, whose shares have been/were suspended from being traded on any stock exchange.

DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) IN LISTED COMPANIES WHICH HAVE BEEN/WERE DELISTED FROM THE STOCK EXCHANGE(S)

None of our Directors are currently or have been on the Board of Directors of a public-listed company whose shares have been or were delisted from any stock exchange.

CONFIRMATIONS

None of our Directors have given any guarantees to any third party, with respect to Equity Shares, as of the date of this Prospectus.

None of our Directors have been identified as Wilful Defaulters or Fraudulent Borrower as defined under the SEBI ICDR Regulations.

Neither our Promoters nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations and have not been declared as a ‘fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018. None of our Promoters, members forming part of our Promoter Group, our Directors or persons in control of our Company or our Company are debarred by SEBI from accessing the capital market.

None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India.

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

TERMS OF APPOINTMENT OF EXECUTIVE DIRECTORS

Terms of employment of the Managing Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on November 20, 2024 and a resolution passed by the Shareholders at the EGM held on November 21, 2024, Arun Bhardwaj was appointed as the Managing Director of our Company for a period of three (3) years starting from November 21, 2024, and the terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. Our Company has entered into an agreement dated November 21, 2024

with Arun Bhardwaj with respect to the terms and conditions of his appointment. The brief terms of appointment of Arun Bhardwaj have been summarized below:

Name	Arun Bhardwaj
Salary	From November 2024 - March 2025: Gross remuneration of Rs. 3,06,041 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 3.20% of profit after tax
	For Fiscal 2026: Gross remuneration of Rs. 3,36,651 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 2.80% of profit after tax
Statutory Payment	Contribution by our Company to the provident fund and labor welfare fund to the extent not taxable under the Income Tax Act, 1961.
Allowances and reimbursem	• Reimbursement for expenses properly incurred in the performance of the duties and in compliance with the Company Travel policy including written evidence of expenditure and any requirement for prior authorization.
ents	• He shall be entitled to use the companys car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the company;
	• The Company shall, for and in relation to him, obtain and maintain a Director and Officer liability insurance policy as per Companys policies ("D&O Policy"), and he shall be covered for and be entitled to receive any payments from such D&O Policy even after the termination of this Agreement for such actions as the Employee had taken while acting as an employee of the Company in terms of this Agreement.

Terms of employment of the Whole Time Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on November 20, 2024 and a resolution passed by the Shareholders at the EGM held on November 21, 2024, Rajnish Sharma, Ravi Dutt and Tirath Singh Khaira were appointed as the Whole Time Directors of our Company for a period of three years starting from November 21, 2024, and the terms of remuneration, including their salaries, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. Our Company has entered into agreements dated November 21, 2024 with the respective Whole Time Directors with respect to the terms and conditions of their appointments.

The brief terms of appointment of Rajnish Sharma have been summarized below:

Name	Rajnish Sharma
Salary	From November 2024 - March 2025: Gross remuneration of Rs. 3,05,941 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 3.20% of profit after tax
	For Fiscal 2026: Gross remuneration of Rs. 3,36,541 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 2.80% of profit after tax
Statutory Payment	Contribution by our Company to the provident fund and labor welfare fund to the extent not taxable under the Income Tax Act, 1961.
Allowances and reimbursemen	• Reimbursement for expenses properly incurred in the performance of the duties and in compliance with the Company Travel policy including written evidence of expenditure and any requirement for prior authorization.
ts	• He shall be entitled to use the companys car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the company;
	• The Company shall, for and in relation to him, obtain and maintain a Director and Officer liability insurance policy as per Companys policies ("D&O Policy"), and he shall be covered for and be entitled to receive any payments from such D&O Policy even after the termination of this Agreement for such actions as the Employee had taken while acting as an employee of the Company in terms of this Agreement.

The brief terms of appointment of Ravi Dutt have been summarized below:

Name	Ravi Dutt
Salary	From November 2024 - March 2025: Gross remuneration of Rs. 3,05,941 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 3.20% of profit after tax
	For Fiscal 2026: Gross remuneration of Rs. 3,36,541 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 2.80% of profit after tax
Statutory Payment	Contribution by our Company to the provident fund and labor welfare fund to the extent not taxable under the Income Tax Act, 1961.
Allowances and reimbursements	• Reimbursement for expenses properly incurred in the performance of the duties and in compliance with the Company Travel policy including written evidence of expenditure and any requirement for prior authorization.
	• He shall be entitled to use the companys car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the company;
	• The Company shall, for and in relation to him, obtain and maintain a Director and Officer liability insurance policy as per Companys policies ("D&O Policy"), and he shall be covered for and be entitled to receive any payments from such D&O Policy even after the termination of this Agreement for such actions as the Employee had taken while acting as an employee of the Company in terms of this Agreement.

The brief terms of appointment of Tirath Singh Khaira have been summarized below:

Name	Tirath Singh Khaira
Salary	From November 2024 - March 2025: Gross remuneration of Rs. 3,42,766 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 3.20% of profit after tax
	For Fiscal 2026: Gross remuneration of Rs. 3,77,049 fixed per month, which includes payment of basic salary and dearness allowance. An annual incentive subject to a maximum capping of 2.80% of profit after tax
Statutory Payment	Contribution by our Company to the provident fund and labor welfare fund to the extent not taxable under the Income Tax Act, 1961.
Allowances and reimbursements	• Reimbursement for expenses properly incurred in the performance of the duties and in compliance with the Company Travel policy including written evidence of expenditure and any requirement for prior authorization.
	• He shall be entitled to use the companys car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the company;
	• The Company shall, for and in relation to him, obtain and maintain a Director and Officer liability insurance policy as per Companys policies ("D&O Policy"), and he shall be covered for and be entitled to receive any payments from such D&O Policy even after the termination of this Agreement for such actions as the Employee had taken while acting as an employee of the Company in terms of this Agreement.

DETAILS OF THE REMUNERATION PAID TO THE EXCECUTIVE DIRECTORS FOR THE FINACIAL YEAR ENDING MARCH 31, 2025, MARCH 31, 2024 AND MARCH 31, 2023.

Name of Director	For the Financial Year ended
	March 31, 2025	March 31, 2024	March 31, 2023
Arun Bhardwaj	36.72	46.72	46.69
Rajnish Sharma	36.71	46.71	46.69
Ravi Dutt	36.71	41.71	46.69
Tirath Singh Khaira	41.13	48.13	43.69

SITTING FEES OF INDEPENDENT DIRECTORS

Pursuant to the Section 197 of the Companies Act and provisions contained in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the board resolution dated November 20, 2024, each Non-

Executive Independent Director of the Company, is entitled to receive sitting fees of Rs. 40,000 per meeting for attending meetings Board and the committees of the Company.

DETAILS OF THE REMUNERATION PAID TO THE NON-EXECUTIVE INDEPENDENT DIRECTORS OF OUR COMPANY FOR THE PERIOD ENDED ON MARCH 31, 2025

All our existing Non-Executive Independent Directors are appointed after period ended on March 31, 2025. No sitting fees or commission was paid by our Company to any Independent directors for the period ended on March 31, 2025.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a Director is not required to hold any shares in our Company to qualify him for the office of the Director of our Company.

Except as disclosed below, none of our Directors hold any Equity Shares in our Company:

Sr. No.	Name of the Directors	No. of Equity Shares held
1.	Arun Bhardwaj	36,66,510
2.	Rajnish Sharma	36,66,495
3.	Ravi Dutt	36,66,495
4.	Tirath Singh Khaira	27,50,475

INTEREST OF DIRECTORS

Our Directors may be regarded to be interested to the extent of remuneration, fees, if any, payable to them for attending meetings of our Board of Directors or a committee thereof of our Company as well as to the extent of other remuneration, commission and reimbursement of expenses payable to them by to our Company.

The Executive Directors may also be regarded as interested in Equity Shares held by them, if any, or that may be subscribed by and allotted to their relatives, or the entities with which they are associated as promoters, directors, partners, proprietors or trustees or to the companies, firms and trust, in which they are interested as directors, promoters, members, partners and trustees, and to the extent of any dividend payable to them and other distributions in respect of the Equity Shares.

Except as disclosed in this chapter, "Restated Consolidated Financial Statements", "Our Promoters and Promoter Group " and on page 202 and 194 respectively, our Directors are not interested in any other company, entity or firm.

Except for Arun Bhardwaj, Rajnish Sharma, Ravi Dutt, Tirath Singh Khaira who are acting as the Promoters of our Company, none of our Directors have any interest in the promotion or formation of our Company.

Our Promoters who are also Directors have provided personal guarantees in favour of the lenders for certain borrowings availed by our Company. For details, see ‘‘Financial Indebtedness and ‘‘Risk Factor-Our Promoters have extended personal guarantees with respect to loan facilities availed by our Company. Revocation of any or all of these personal guarantees may adversely affect our business operations and financial condition ", on page 218 and 50.

Our Directors have no interest in any property acquired by our Company neither in the preceding two years from the date of this Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Prospectus.

Our Directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company. Except as stated otherwise in Related Party Transaction in the chapter titled <Restated Consolidated Financial Statements" on page 202, our Directors do not have any other interests in our Company as on the date of this Prospectus.

Our Directors are not interested in the appointment of Lead Manager, Underwriters, Registrar and Bankers to the Offer or any such intermediaries registered with SEBI.

PAYMENT OF NON-SALARY RELATED BENEFITS TO OFFICERS OF THE COMPANY

Except as disclosed in "Our Management -Terms of appointment ofExecutive Directors " on page 181, none of the

Directors is a party to any non-salary related benefits of our Company.

DETAILS OF SERVICE CONTRACTS

Except as disclosed in "Our Management -Terms of appointment of Executive Directors" on page 181, none of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS

As on the date of this Prospectus, our Company does not have a bonus or profit-sharing plan for our Directors other than as per their terms of appointment.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS

No Director has received or is entitled to any contingent or deferred compensation.

BORROWING POWERS OF THE BOARD

Pursuant to the special resolution dated December 10, 2024 passed by the Shareholders of our Company, the Board to borrow any sum or sums of monies, from time to time, in any form including but not limited to by way of loans, financial facility, through the issuance of debentures, commercial paper or such other form, upon such terms and conditions as to interest, repayment, or otherwise and with or without security, as the Board may think fit for the purposes of the Companys business notwithstanding that the money or monies to be borrowed, together with the monies already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves, provided however, the total amount so borrowed (apart from the temporary loans obtained from the Companys bankers in the ordinary course of business) shall not exceed at any point in time a sum equivalent to Rs. 100,00,00,000 (Rupees One Hundred Crores Only) by way of any facilities over and above the aggregate, of the paid-up share capital and free reserves of the Company.

CHANGES IN THE BOARD FOR THE PRECEDING THREE YEARS

Except as mentioned below, there had been no change in the Directors during the preceding three (3) years:

Name of Director	Date of Event	Reason for Change
Tejas Pralhad Karhadkar	November 21, 2024	Appointment as Non-Executive Independent Director and Chairman
Amit Vijay Karia	November 21, 2024	Appointment as Non-Executive Independent Director
Vaishali Srivastava	November 21, 2024	Appointment as Non-Executive Independent Director
Arun Bhardwaj	November 21, 2024	Redesignation as Managing Director
Rajnish Sharma	November 21, 2024	Redesignation as Whole Time Director
Ravi Dutt	November 21, 2024	Redesignation as Whole Time Director
Tirath Singh Khaira	November 21, 2024	Redesignation as Whole Time Director

CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI LODR Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. As on date of this Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI ICDR Regulations as amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI LODR Regulations is not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of Independent Directors, Woman Director on our Board, constitution of an Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our Company has constituted the following Committees of the Board:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Corporate Social Responsibility Committee

A. AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated December 12, 2024 pursuant to Section 177 of the Companies Act, 2013. As on the date of this Prospectus, the Audit Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Vaishali Srivastava	Chairperson	Non-Executive Independent Director
Tejas Pralhad Karhadkar	Member	Non-Executive Independent Director
Arun Bhardwaj	Member	Managing Director

The Company Secretary of our Company will act as the secretary of the Committee.

Terms of Reference for the Audit Committee:

a) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommending to the Board, the appointment, re-appointment, and replacement, remuneration, and terms of appointment of the statutory auditor and the fixation of audit fee;

c) Reviewing and monitoring the auditors independence and performance and the effectiveness of audit process;

d) Approving payments to the statutory auditors for any other services rendered by statutory auditors;

e) Reviewing, the financial statements with respect to its unlisted Subsidiaries, in particular investments made by such Subsidiaries;

f) Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

(i) Matters required to be stated in the Directors responsibility statement to be included in the BoardN report in terms of section 134(3)(c) of the Companies Act, 2013;

(ii) Changes, if any, in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on the exercise of judgment by management;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure of any related party transactions; and

(vii) and modified opinions in the draft audit report.

g) Reviewing with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

h) Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of the Company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Approval or any subsequent modification of transactions of the Company with related parties;

m) Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

n) Approving or subsequently modifying transactions of the Company with related parties;

o) Evaluating undertakings or assets of the Company, wherever necessary;

p) Establishing and overviewing a vigil mechanism for Directors and employees to report their genuine concerns or grievances;

q) Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems;

r) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

s) Discussion with internal auditors on any significant findings and follow up thereon;

t) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

u) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

v) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

w) Approval of appointment of the chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

x) Recommending to the Board of Directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

y) Reviewing the functioning of the whistle blower mechanism, in case the same is existing;

z) Carrying out any other functions as provided under the Companies Act, the Listing Regulations and other applicable laws; and

aa) To formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time.

bb) Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances /investments existing as on date of coming force of this provision.

cc) Consider and comment on rationale. Cost-benefits and impact of schemes involving merger, demerger, amalgamation etc. on the listed entity and its shareholders.

Besides the above, the role of the Audit Committee includes mandatory review of the following information:

• Management Discussion and Analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by Management;

• Management letters/letters of internal control weaknesses issued by the statutory auditors, if any;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the Chief Internal Auditor.

• Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations; and

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Listing Regulations.

• Review the financial statements, in particular, the investments made by any unlisted subsidiary.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on

December 12, 2024. The scope and functions of the Nomination and Remuneration Committee are in accordance

with section 178 of the Companies Act, 2013, and Regulation 19 of the SEBI LODR Regulations.

As on the date of this Prospectus, the Nomination and Remuneration Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Amit Vijay Karia	Chairperson	Non-Executive Independent Director
Tejas Pralhad Karhadkar	Member	Non-Executive Independent Director
Vaishali Srivastava	Member	Non-Executive Independent Director

Terms of reference

The Nomination and Remuneration Committee be and hereby entrusted with the following powers:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director

and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel, senior management and other employees;

2. For the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of external agencies, if required;

a. consider candidates from a wide range of backgrounds, having due regard to diversity; and

b. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of independent directors and the Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; and

7. Recommend to the Board, all remuneration, in whatever form, payable to senior management.

8. Performing such other functions as may be delegated by the Board of Directors and/or specified/ provided under the Companies Act, 2013 or SEBI LODR Regulations each as amended or by any other regulatory authority.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on

December 12, 2024. The scope and functions of the Stakeholders Relationship Committee are in accordance with

section 178 of the Companies Act, 2013, and Regulation 20 of the SEBI LODR Regulations.

As on the date of this Prospectus, the Stakeholders Relationship Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Amit Vijay Karia	Chairperson	Non-Executive Independent Director
Arun Bhardwaj	Member	Managing Director
Tirath Singh Khaira	Member	Whole Time Director

Terms of Reference

The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required by the

stock exchanges from time to time, the following:

a) Redressal of grievances of shareholders, debenture holders and other security holders, including complaints related to the transfer/transmission of shares;

b) Review of measures taken for effective exercise of voting rights by shareholders;

c) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;

d) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual report/statutory notices by the shareholders of the Company;

e) Allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

f) Issue of duplicate certificates and new certificates on split/consolidation/renewal;

g) Non-receipt of declared dividends, balance sheets of the Company, annual report or any other documents or information to be sent by the Company to its shareholders; and

h) Carrying out any other function as prescribed under the Listing Regulations, Companies Act, 2013 and the rules and regulations made thereunder, each as amended or other applicable law.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held

on December 12, 2024. The Corporate Social Responsibility Committee is in compliance with Section 135 of the

Companies Act 2013.

As on the date of this Prospectus the Corporate Social Responsibility Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Tejas Pralhad Karhadkar	Chairperson	Chairman & Non-Executive Independent Director
Ravi Dutt	Member	Whole Time Director
Rajnish Sharma	Member	Whole Time Director and Chief Executive Officer

Terms of Reference:

The corporate social responsibility committee be and hereby entrusted with the following responsibilities:

a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act 2013, as amended from time to time;

b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a) above, subject to the limits provided under section 135 of the Companies Act;

c) To monitor the Corporate Social Responsibility Policy of the Company from time to time and

d) Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:

(i) formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;

(ii) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

(iii) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;

(iv) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

(v) review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

(vi) assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities in every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act, 2013 and/ or rules made thereunder;

(vii) providing explanation to the Board if the Company fails to spend the prescribed amount within the financial

year;

(viii) providing updates to our Board at regular intervals of six months on the corporate social responsibility activities;

(ix) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and

(x) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

MANAGEMENT ORGANISATION CHART

KEY MANAGERIAL PERSONNEL

The details of our Key Managerial Personnel, in addition to our Managing Director and our Whole Time Directors, whose details are provided in "Boardof Directors" on page 177 are as follows:

Rahul Sharma

Rahul Sharma, aged about 35 (thirty-five) years, is the Chief Financial Officer of our Company. He has been associated with our Company since March 16, 2020. He is a member of the Institute of Chartered Accountants of India. He has over 8 (eight) years of experience in accounts, finance and taxation. Prior to joining our Company, he was associated with Bella India Healthcare Limited. He has received the remuneration of Rs. 13.79 Lakhs for the period ended March 31, 2025.

Rajbir Sharma

Rajbir Sharma, aged about 41 (forty-one) years, is the Company Secretary & Compliance Officer of our Company. He has been associated with our Company since September 26, 2024. He is a member of the Institute of Company Secretaries of India. He possesses over 3 (three) years of work experience. Prior to joining our Company, he was associated with Winsharp Electronics Private Limited and was also associated as Company Secretary and Compliance Officer at B.C. Power Controls Limited. He has received the remuneration of Rs. 3.81 Lakhs for the period ended March 31, 2025.

SENIOR MANAGEMENT PERSONNEL

The details of our Senior Management Personnel are as follows:

Sanjay Agrawal

Sanjay Agrawal, aged about 59 (fifty-nine) years, is the vice president for research and development. He has been associated with our Company since May 01, 2024. He holds a Degree in Bachelor of Technology (B.Tech) from Govind Ballabh Pant University of Agriculture & Technology and a degree in Master of Technology (M.Tech) from the Banaras Hindu University. He has over 11 (Eleven) years of experience in the power electronics sector. Prior to joining our Company, he was associated with APT Electronics Private Limited, Fiem Industries Limited and Motorola India Limited. He has received the remuneration of Rs. 33.22 Lakhs for the period ended March 31, 2025.

Dinesh Verma

Dinesh Verma, aged about 45 (forty-five) years, is the general manager for global business development in our Company. He has been associated with our Company since June 01, 2019. He holds a diploma in Electronics and Communications Engineering from State Board of Technical Education, Haryana. He has over 21 (twenty- one) years of experience in managing business operations. Prior to joining our Company, he was associated

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with Eastman Auto & Power Limited and Su-Kam Power Systems Limited. He has received the remuneration of Rs. 29.42 Lakhs for the period ended March 31, 2025.

Devender Singh

Devender Singh, aged about 44 (forty-four) years, is the zonal sales manager (Haryana, Punjab and MP). He has been associated with our Company since January 8, 2018. He holds a degree in Bachelor of Arts from Maharshi Dayanand University, Rohtak, and a diploma in industrial and personnel management from from State Board of Technical Education, Haryana. He has over 15 (fifteen) years of experience in sales and marketing, having worked for organizations like Su-Kam Power Systems. He has received the remuneration of Rs. 15.88 Lakhs for the period ended March 31, 2025.

All our Key Managerial Personnel and Senior Management Personnel are on the payroll of our Company as permanent employees.

SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Except as disclosed in "Our Management -Terms of appointment of Executive Directors" on page 181, none of our Key Managerial Personnel or Senior Management Personnel have entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS

None of our Key Managerial Personnel and Senior Management Personnel have been selected pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

None of our Key Managerial Personnel, Senior Management Personnel and Directors are related to each other.

BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Our Company does not have any bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management Personnel other than as per their terms of appointment.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

As on the date of this Prospectus, there is no contingent or deferred compensation which accrued to our Key Managerial Personnel and Senior Management Personnel for Fiscal 2025, which does not form part of their remuneration for such period.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

Other than the shareholding of our Managing Director and our Whole Time Directors as disclosed in the section "Shareholding of directors in our Company" on page 184, none of our Key Managerial Personnel and Senior Management is holding any Equity Shares in our Company as on the date of this Prospectus.

INTEREST OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

Except as disclosed above in relation to our Directors under "Our Management- Interest of Directors " on page 184, the Key Managerial Personnel and Senior Management Personnel do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of expenses incurred by them during the ordinary course of business.

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CHANGES IN OUR COMPANYS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL DURING THE PRECEDING THREE YEARS

Except the details mentioned under "Changes in the Boardfor the preceding three years" on page 185, the changes in the Key Management Personnel during the preceding three years are as follows:

Sr. No.	Name of KMP	Date of Change	Reason
1.	Rajnish Sharma	November 20, 2024	Appointed as Chief Executive Officer
2.	Rajbir Sharma	November 20, 2024	Appointed as Company Secretary Redesignated as Chief Financial Officer Resigned as Chief Executive Officer due to internal decision of the management
3.	Rahul Sharma	November 20, 2024
4.	Tirath Singh Khaira	October 23, 2024

Following have been the changes in the Senior Management Personnel during the preceding three years:

Sr. No.

Name of SMP

Date of Change

Reason

Sanjay Agrawal

May 1, 2024

Appointed as Vice President - R&D

The rate of attrition of our Key Managerial Personnel and Senior Management Personnel is not high in our Company.

Particulars	March 31, 2025	March 31, 2024	March 31, 2022
Opening number of on roll employees	176	176	142
Additions in the year/period	112	46	79
Deletions in the year/period	46	46	45
Closing number of on roll employees	242	176	176
Attrition rate	20.35%	26.30%	27.57%

Note: 65% to 70% of the entire attrition comes from Sales and Marketing Department and Service Engineers.

SCHEME OF EMPLOYEE STOCK OPTIONS

Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity Shares to our employees.

PAYMENT OF NON-SALARY RELATED BENEFITS TO OFFICERS OF THE COMPANY

Except as disclosed in "Our Management -Terms of appointment of Executive Directors" on page 181, none of the Key Managerial Personnel or Senior Management Personnel is party to any non-salary related benefits of our Company.

PAYMENT OR BENEFITS TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL OF OUR COMPANY

Except as disclosed in "Our Management -Terms of appointment of Executive Directors" on page 181, no amount or benefit has been paid or given within two preceding years or is intended to be paid or given to any of the Key Managerial Personnel and Senior Management Personnel except the normal remuneration for services rendered by them.

LOANS TAKEN BY DIRECTORS / KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Our Company has not granted any loans to our Directors and/or Key Management Personnel and Senior Management Personnel as on the date of this Prospectus.

OTHER CONFIRMATIONS

None of our Directors, Key Managerial Personnel and Senior Management Personnel have any conflict of

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interest with the suppliers of raw materials, third party service providers or lessors of immovable properties, crucial to our business and operations of our Company.

Our Directors have not been declared Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued by Reserve Bank of India.

For details regarding outstanding litigations against/by our Directors, see " Outstanding Litigation and Material Development" on page 223.