Empower India Ltd

Dear Members,

It gives me immense pleasure to present the 42^nd Board's Report, on behalf of the Board of Directors (the "Board") of the Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2024

1. Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:

(Rs. in Lakhs)

• Figures are rounded off to the nearest decimal

2. COMPANY'S AFFAIRS:

During the current financial year ended 31^st March, 2024, the Company recorded Standalone and Consolidated Profit before Depreciation & Tax of Rs. 293.57 Lakhs & Rs. 701.27 Lakhs respectively.

Empower India Limited (EIL) has recently unveiled its plans to diversify its business into Green Energy Solutions. Company has planned its Green Energy Endeavours by foraying into Bio-Fuel, Solar/Wind Power, Green Hydrogen, Electric Vehicles, and Lithium-ion Batteries with an ultimate vision of Combating Global Pollution Menace.

EIL is starting with rooftop solar panel installations, taking advantage of the government subsidy to benefit residential customers. This move is anticipated to significantly boost the company's growth in the green energy industry.

EIL has incorporated a wholly owned subsidiary in the name and style as "EMPOWER ENERGY PRIVATE LIMITED" in India to Engage in the business of Renewable / Green energy, implement Solar Panel Projects, Bio-fuels, Green Hydrogen, Electric Batteries and other ancillary businesses.

3. FINANCIAL STATEMENTS:

The Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2024 has been prepared in accordance with provisions of the Companies Act, 2013 Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards (Ind AS).

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company's website www.empowerindia.in

4. DIVIDEND:

Considering the need to conserve cash and to deploy it in future projects your Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2023-24.

5. RESERVES:

Your Company's Board of Directors has decided to retain the entire amount of profit for the Financial Year 2023-24 in the statement of profit and loss. Therefore, the Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

6. SHARE CAPITAL:

Authorized Share Capital:

During the year under review, the Company has increased the Authorised Share Capital from Rs. 1,25,00,00,000/- (Rupees One Hundred and Twenty-Five Crores only) consisting of 1,25,00,00,000 (One Hundred and Twenty-Five Crores) Equity Shares of Re. 1/- (Rupee One only) each to Rs. 1,75,00,00,000 /- (Rupees One Hundred and Seventy-Five Crores only) consisting of 1,75,00,00,000 (Rupees One Hundred and Seventy-Five Crores) Equity Shares of Re. 1/- (Rupee One only) each w.e.f. 13^th March, 2024.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as on 31^st March, 2024 is Rs. 1,16,37,98,560/- (Rupees One hundred and Sixteen Crore Thirty-Seven Lakhs Ninety-Eight Thousand Five Hundred Sixty Only) divided into 1,16,37,98,560 Equity Shares of Re. 1/- each.

Allotment:

During the year under review, the Company has obtained the approval of shareholders by passing of Special Resolution through Postal Ballot on 13^th March, 2024 to issue upto 36,00,00,000 (Thirty-Six Crores) Convertible Equity Warrants ("Warrants") with each warrant convertible into 1 (one) fully paid-up equity share of the company of Rs. 1/- (Rupee One Only) each. The Warrants are yet to be allotted.

The Company has not issued any sweat equity shares to its directors or employees. The Company has not bought back any of its securities during the year under review.

7. AUDITORS AND THEIR REPORTS:

Statutory Auditor:

As per the provisions of Section 139 of the Act, M/s. Rishi Sekhri and Associates, Chartered Accountants, (Firm Registration No.128216W) were appointed as Statutory Auditors of the Company by the members at the 40^th Annual General Meeting held on 30^th September, 2022 for a term of five (5) consecutive financial years and their term expires at the conclusion of 45^th Annual General Meeting of the Company.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed M/s. JCA & Co, Practicing Company Secretaries, Membership No. F11127, COP No. 13687 to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2023-24 of the Company is annexed, which forms part of this report as Annexure-I.

Internal Auditor:

M/s. Mohandas & Co. were appointed as an Internal Auditor of the Company for FY 2023-24.

Cost Records and Cost Auditors:

As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to the Company.

8. DEPOSITS:

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any unpaid / unclaimed deposits, as on 31^st March, 2024.

9. CHANGE IN NATURE OF BUSINESS:

During the year, there was no material change in the nature of business of the Company.

10. MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the Financial Year under review and the date of this Report.

11. MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report as Annexure-II.

12. CORPORATE GOVERNANCE

A report on Corporate Governance is attached as Annexure-III and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

13. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has 06 (Six) subsidiary companies viz. Empower Housing Private Limited, Empower Tradex Private Limited, Empower E-Ventures LLP, Empower Retail Private Limited, Empower Bollywood Private Limited and Empower Energy Private Limited*.

The consolidated financial statements of the company and its subsidiaries were prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached as Annexure-IV to this report.

The Company does not have Joint Venture or Associate Company.

* EMPOWER ENERGY PRIVATE LIMITED was incorporated on 15^th May 2024.

14. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of the SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI LODR. Details of Directors and KMPs during the FY 2023 - 24 are as follows:

Notes:

* Sumit Subhash Pawar resigned from the post of Non-Executive Director / Chairman w. e. f. May 15, 2024

@ Rani Challayesteru resigned from the post of Independent Director w. e. f. April 28, 2023.

& Jyoti Chandrajeet Jaiswar resigned from the post of Independent Director w. e. f. July 04, 2024

# Kavita Shobhnath Yadav resigned from the post of Company Secretary w. e. f. September 30, 2024.

$ Palak Pandey resigned from the post of Company Secretary w. e. f. January 24, 2024.

A Snigdha Khandelwal resigned from the post of Company Secretary w. e. f. July 22, 2024

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajaram Ashok Gawde (DIN: 09784855), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Rajaram Ashok Gawde as Director in the ensuing AGM of the Company. Your Board has recommended his re-election.

Changes in Directorship during the financial year 2023-24

? Mrs. Rani Challayesteru (DIN: 07008155) tendered her resignation from the post of Non-Executive - Independent Director of the Company w.e.f. 28th April, 2023.

? Mr. Naveenakumar Kanjaru (DIN: 07087891) is appointed as Add. Non-Executive - Independent Director of the Company by the Board of Directors of the Company w.e.f. 28th April, 2023 and he is regularized as Non-Executive - Independent Director w.e.f. 14th June, 2023 by way of passing Ordinary Resolution by the members through Postal Ballot Process.

? Mr. Sumit Subhash Pawar (DIN: 09779498) is regularized as Non-Executive, Non-Independent Director & Chairperson of the Company w.e.f. 14th June, 2023 by way of passing Ordinary Resolution by the members through Postal Ballot Process.

? Mr. Rajaram Gawde (DIN: 09784855) is regularized as Non-Executive, Non-Independent Director of the Company w.e.f. 14th June, 2023 by way of passing Ordinary Resolution by the members through Postal Ballot Process.

Changes in Directorship after the closure of financial year 2023-24

? Mr. Sumit Subhash Pawar (DIN: 09779498) tendered his resignation from the post of Non-Executive Non- Independent Director and Chairperson of the Company with effect from 15^th May, 2024.

? Mr. Rajesh Chavan (DIN: 07011994) appointed as an Additional Non-Executive Non-Independent Director and Chairperson of the Company with effect from 15^th May, 2024. He has been regularized as Non-Executive Non- Independent Director on August 09, 2024 via Postal Ballot Notice dated July 04, 2024

? Mrs. Jyoti Chandrajeet Jaiswar (DIN: 08103990) tendered her resignation from the post of Non-Executive Independent Director of the Company with effect from July 04, 2024.

? Ms. Fatima Razvi (DIN: 10665340) appointed as Additional Non-Executive Independent Director of the Company with effect from July 04, 2024. She has been regularized as Non-Executive Independent Director on August 09, 2024 via Postal Ballot Notice dated July 04, 2024

? Mr. Satyawan Jayram Jankar (DIN: 10711274) appointed as Additional Non-Executive Non-Independent Director of the Company with effect from July 22, 2024.

The composition of Board of Directors as on 31^st March, 2024 specifically stated in Corporate Governance Report as Annexure-III.

15. Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Rajaram Ashok Gawde (DIN: 09784855), proposed to be re-appointed and his Qualification, Experience along with the name of Companies in which he hold the Directorship and Listed Companies in which he hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is given as Annexure to the Notice convening the 42^nd Annual General Meeting.

16. Directors Responsibility Statements:

Pursuant to Section 134(5) of the Act and to the best of its knowledge & ability, the Board hereby confirm that-

• In the preparation of the annual accounts, all the applicable accounting standards have been followed and there are no material departures from the same;

• They have selected such accounting policies and applied them consistently. They have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY and of profit of the Company for that period;

• They have 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;

• They have prepared the annual accounts on a going concern basis;

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

• They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the Financial Year 2023-24, 17 (Seventeen) Board Meetings were held on 04^th April, 2023, 28^th April, 2023, 10^th May, 2023, 29^th May, 2023, 27^th June, 2023, 12^th August, 2023, 05^th September, 2023, 30^th September, 2023, 20^th October, 2023, 03^rd November, 2023, 21^st December, 2023, 24^th January, 2024, 09^th February, 2024, 12^th February, 2024, 14^th February, 2024, 15^th February, 2024 and 16^th February, 2024.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations.

During the year under review, all the recommendations of the Audit Committee were duly accepted by the Board of Directors. The requisite details of Audit Committee along with composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance forming a part of the Annual Report.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meet the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Independent Director(s) is/are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act, and applicable rules thereunder) of all Independent Directors on the Board.

19. BOARD EVALUATION:

Performance of all the directors is evaluated on an annual basis. The performance evaluation of entire board and that of its committees and individual Directors for the year has been carried out pursuant to the provisions of the Act and SEBI LODR. The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria to evaluate the performance of the Board, committees, independent directors and non- independent directors were;

• Board Composition, size, mix of skill, experience and role;

• attendance and deliberation in the meetings;

• contribution or suggestions for effective functioning, development of strategy, board process, policies and others. The Board discussed the feedback and expressed its satisfaction with the evaluation process.

20. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 01 and 02 issued by the Institute of Company Secretaries of India ("ICSI") and notified by Ministry of Corporate Affairs ("MCA").

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulations 34(3) & 53(f) of Para A of Schedule V of SEBI (LODR) Regulations, 2015 is attached as Annexure-V. As all the transactions with related parties have been conducted at an arms' length basis and are in the ordinary course of business, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto as Annexure-VI and forming part of the report.

23. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company as on 31^st March, 2024 in form MGT - 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-VII to this Report.

24. SAFETY, HEALTH, ENVIRONMENT AND SUSTAINABILITY:

The company recognizes and encourages the importance of occupational health and safety of its employees. The safety and security of the workers are important aspect for building healthy work environment. The company believes to have healthy and pleasant working environment for every employee and the company is committed to provide the same in every possible way. It has taken effective measures in the field of healthcare and safety.

25. DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial year 2023-24 which forms an integral Part of this annual report.

26. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

27. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - VIII, which is attached hereto and forms a part of the Directors' Report.

28. CERTIFICATE FROM THE AUDITOR FOR COMPLIANCE OF CORPORATE GOVERNANCE

A Certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-IX.

29. CERTIFICATE OF THE MANAGING DIRECTOR AND CFO

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure- X.

30. CERTIFICATE FROM THE AUDITOR ON DIRECTOR DEBARMENT OR DISQUALIFICATION

A Certificate of the Auditor on verification of Debarment or Disqualification of Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-XI.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2023-24, the provision of Section 135 of the Companies Act, 2013 was not applicable on the Company. Therefore, the Company has not made any contribution towards CSR expenditure.

33. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms affairs of the Company at the end of the financial year as on 31^st March, 2024 and of the profit of the Company for that period;

? The directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

? The directors had prepared the annual accounts on a going concern basis; and

? The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

? The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Pursuant to section 134(3) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.

35. DISCLOSURES RELATED TO POLICIES:

? Policy on Nomination and Remuneration:

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The Remuneration Policy is uploaded on the Company website with the link as https://empowerindia.in/en-in/wp-content/uploads/files/Policies/Nomination-Remuneration-Policy.pdf

? Risk Management Policy

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity that may impact the existence of the Company. A dedicated Risk Management Committee of Senior Executives has been appointed by the Company, to evaluate the risk and mitigation plan and monitor them. Based on their evaluation, there is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a sub-committee of Directors to oversee the Enterprise Risk Management framework

The Risk Management Committee periodically reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

There are no risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may pose a concern are set out in the Management Discussion and Analysis which forms a part of this Annual Report. The Risk Management Policy is uploaded on the Company website with the link as www.empowerindia.in

• Material Subsidiary Policy

Pursuant to the provisions of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries which lays down the criteria for identifying material subsidiaries of the Company. The Policy for determining Material Subsidiaries was reviewed and revised to align it with the changes in applicable law. The same may be accessed on the website of the Company at www.empowerindia.in

• Vigil mechanism/ Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee. Whistle Blower Policy has been posted on the website of the Company at www.empowerindia.in

• Related Party Transaction Policy

Your Company recognizes that Related Party Transactions (as defined below) can present potential or actual conflicts of interest and may raise questions whether such transactions are in the best interest of the Company and its stakeholders. Therefore, this policy regarding the review and approval of Related Party Transactions and the guidelines on materiality of such Related Party Transactions has been adopted by the Company in order to transparently set forth the procedures under which certain transactions with Related Parties (as defined below) must be approved.

• Policy against Sexual Harassment

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act), your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report.

36. HUMAN RESOURCE:

Your Company has cordial relations with its employees. The Company commends the commitment, dedication and competence shown by its employees in all aspects of business. With the growing requirements of the Company, Company has taken necessary initiatives to ensure not only the retention of the employees but also their growth and development.

37. ACKNOWLEDGEMENTS:

We record our gratitude to all Employees, Stakeholders, our Bankers and other Authorities for their assistance and co- operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.