Olectra Greentech Ltd

To The Members,

Your Directors are pleased to present the 24^th Annual Report on the business and operations of your Company along with the audited Financial Statements for the financial year ended 31^st March, 2024.

The financial highlights of the Company for the year ended on 31^st March, 2024 are summarized as below: (Rs. in Lakhs)

During the Financial year 2023-24, the Company has recorded sale of 507 Electric Buses and 51 Electric Tippers against the sale of 563 Electric Buses in the Financial Year 2022-23. The Company has been awarded with orders for 7,600 Electric Buses in the Financial

Year 2023-24.

During the year under review, your Company has achieved a gross turnover of Rs. 1,11,397.16 lakhs as against Rs. 1,13,440.67 lakhs for the previous financial year. The Net Profit for the year ended 31^st March, 2024 was Rs.7,364.28 Lakhs as against Rs. 7,070.28 Lakhs for the year ended 31^st March 2023.

The Consolidated Revenue from Operations during FY 2023-24 was Rs.1,15,413.54 lakhs as compared to Rs. 1,09,076.08 lakhs in previous FY 2022-23.

On a consolidated basis, the Net Profit was Rs. 7,865.42 lakhs for FY 2023-24 as compared to net profit of Rs. 6,689.31 lakhs for FY 2022-23.

Keeping in view the factors like rapidly growing Business environment, bulk order book, stringent delivery timelines, expansion of business segments your Company has started the construction of ‘The state of the Art Greenfield EV Manufacturing Facility' (Factory) on 150 Acres of Land situated at Seetharampur, Telangana. The Said facility is partly functional at present and it is expected to commence it's desired operations in due course.

The Factory once constructed will have a production capacity of 5,000 electric vehicles with a scalability for production up to 10,000 units. Your Company will be manufacturing all its e vehicles (e-bus and e-tippers) from the said Factory. As the Factory has been partially constructed, at present partial production at New Greenfield EV Manufacturing Facility has begun successfully.

Your Directors are pleased to inform you that, through our Electric Vehicle Operations, the Company reduced more than 1,05,835 tonnes approx. CO2 in tailpipe emission, during the year (and 2,19,160 tonnes approx. till date) under review and this way Company has contributed a major part to safeguard environment by reducing air pollution.

No amount has been transferred to the General Reserve for the financial year ended 31^st March,

2024.

Considering the profits for the year under review and keeping in view capital expenditure requirements of the Company, Your Directors are pleased to recommend the final dividend at the rate of 10% (i.e. Rs. 0.40/- only) per equity share of Rs. 4.00/- (Rupees Four only) each fully paid up, for the financial year 2023-24, which if declared in the 24^th Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be Rs. 328.32/- Lakhs.

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) requires top one thousand listed companies to formulate a Dividend Distribution Policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The said Policy is also available on the website of the Company at https://olectra.com/wp-content/ uploads/Dividend-Distribution-policy.pdf .

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2024. The Company has expanded its Business Segment by introducing the E-Tipper Division and has delivered total 51 E-Tippers during the Financial Year 2023-24.

There is no change in accounting treatment in the year under review, as compared to previous Financial Year.

The authorized share capital of the Company now stands at Rs.60,00,00,000/- (Rupees Sixty Crores Only) divided into 15,00,00,000 (Fifteen Crores only) Equity shares of Rs. 4/- each. The paid-up equity shares capital of the Company as on 31^st March, 2024 is as follows: (Rs. in Lakhs) Paid up Equity Share Capital as on 31st March, 2024 3,283.23 (8,20,80,737 Equity share of face value of Rs. 4 /-) During the year under review, there were no changes to the Authorized Share Capital as well as Paid-up Share Capital of the Company. During the year under review, the Company has not issued any shares or convertible instruments to any persons.

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company except as follows; i) Mr. Chilappagari Laxmi Rajam (DIN: 00029156), has been resigned as Director (Non-Executive and Non-Independent) of the Company with effect from 27^th January,

2024. ii) Justice Mrs. Gyan Sudha Misra (Retd.) has been re-appointed as Independent Director of the Company for her second term of five years with effect from 23rd May, 2023.

In accordance with provisions of Section 152 of the Companies Act, 2013, Mr. Peketi. Rajesh Reddy (DIN: 02758291), Director (Non-Executive and Non-Independent) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Peketi. Rajesh Reddy (DIN: 02758291) for the consideration of the members of the Company.

Further between the end of the financial year and date of this report the following changes have been taken place in the composition of the board of directors; Mr. K.V. Pradeep, Chairman & Managing Director of the Company (whose term has expired on 28^th July, 2024) has been reappointed as Managing Director of the Company for a period of 3 (Three) years w.e.f. 29^th July, 2024 subject to approval of the members at the ensuing 24^th Annual General Meeting of the Company. Mr. Subramaniamsundar Rajan Vangal has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company..

Mr. Pandu Ranga Vittal Elapavuluri has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company.

Further the tenure of of Mr. M. Gopala Krishna & Mr. B. Appa Rao, Independent Directors of the Company would be expiring on 26^th September,

2024.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent from Management.

The Board is of the opinion that all the Independent Directors of the Company are person's of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief profiles of Directors (being appointed/ re-appointed) at the forthcoming 24^th Annual General Meeting have been annexed to the

Notice.

The following are the Key Managerial Personnel of the Company as on 31^st March, 2024. l Mr. K.V. Pradeep, Chairman & Managing

Director l Mr. B. Sharat Chandra, Chief Financial Officer l Mr. P. Hanuman Prasad, Company Secretary & Compliance Officer

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with specific focus on the performance and effective functioning of the Board and Individual Directors. A separate meeting of Independent Directors was held on 27^th March, 2024 to review the performance of the Non-Independent

Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, annexed herewith. The Board of Directors has expressed its satisfaction with the entire evaluation process.

During the year under review, Seven (7) Board Meetings, Seven (7) Audit Committee, Four (4) Nomination and Remuneration Committee, Four (4) Stakeholders Relationship Committee, two (2) Risk Management Committee and Two (2) Corporate Social Responsibility Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI(LODR) Regulations 2015.

The details of training and familiarization programs for Independent Directors are reported in the corporate governance report and on the website of the Company at https://olectra.com/ other-disclosures/.

The Policy on Board diversity of the Company devised by the Nomination and Remuneration Committee and approved by the Board is available on the website of the Company at https://olectra.com/policies/.

Pursuant to the requirement of Section 134(5) of The Companies Act, 2013, the Directors, to the best of their knowledge and belief, state that:

(a) In the preparation of Annual Accounts for the Financial Year ended 31st March, 2024 the applicable accounting standards have been followed and that there are no material departures; (b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31st March, 2024 and of the profit of the Company for that period; (c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The Annual Accounts for the FY ended 31st March, 2024 have been prepared on a going concern basis; (e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) Proper systems have been devised by the Company to ensure compliance with the provisions of applicable laws and such systems were adequate and are operating effectively.

As on 31st March, 2024, your Company had 1 (One) Subsidiary Company, 1 (One) Joint Venture and 8 (Eight) Associate Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its Subsidiary Companies and Joint Venture Companies. During the year under review the Company in association with Evey Trans Private Limited has incorporated Evey Trans (MSR) Private Limited with a stake of 34% on 14^th July, 2023 which acts as a Special Purpose Vehicle for executing the Contract for supply of 5,150 Electric Buses to Maharashtra State Transport Corporation (MSRTC). Further after closing of Financial Year our Company stake in Evey Trans (MSR) Private Limited has been reduced from 34% to 1%. Further after closing of financial year, your Company has acquired 26% stake in Evey Trans (MAH) Private Limited on 20^th July, 2024 which acts as a Special Purpose Vehicle for executing the Contract for supply of Electric Buses to Brihan Mumbai Electric Supply & Transport Undertaking (BEST).

The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the SEBI (LODR) Regulations. The Policy, as approved by the Board, is uploaded on the Company's website https:// olectra.com/wp-content/uploads/Policy-on-Material-Subsidiary.pdf In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (“the Act”), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries, Associates and Joint Venture as at 31st March, 2024, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended 31st March, 2024, forms part of this Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of the Financial Statements of Subsidiaries, Associate Companies and Joint Ventures in Form AOC-1 appears in Annexure-1 to this Annual Report. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited Financial Statements in respect of Subsidiaries, are available on the website of the Company www.olectra.com.

During the Financial Year, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely 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 an Internal Audit and Internal Control System, commensurate with the size, scale and complexity of its operations. In order to maintain its objective and independence, the Internal Auditors report to the Chairman of the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Pursuant to Section 135 of the Companies Act, 2013 as on 31st March, 2024, the Company is having Corporate Social Responsibility Committee consisting of Mr. M. Gopalakrishna (Chairman), Mr. B. Appa Rao (Member) and Mr. K.V. Pradeep (Member). The Corporate Social Responsibility Committee periodically recommends the activities to be taken up under the CSR policy. The Corporate Social Responsibility Policy is hosted on the Company's website at https://olectra.com/policies/ . The details of the CSR initiatives undertaken during the financial year ended 31^st March, 2024 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure 2 forming part of this Report.

All the Properties of the Company including its building, plant & machinery and stocks have been adequately insured; As per the provisions of the Act and in Compliance with the Regulation 25(10) of SEBI (LODR) Regulations, 2015, the Company has taken a Directors & Officers Insurance policy for all the Directors of the Company including Independent Directors and Officers of the Company.

The Company has formulated a policy on related party transactions for the identification and monitoring of such transactions. The said policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website at https://olectra.com/ policies/. Related party transactions entered during the financial year under review are disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended 31st March, 2024. These transactions entered were at an arm's length basis and in the ordinary course of business. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure-3 to the Board's Report. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group or any person/entity holding 10% or more shareholding in the listed entity are disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended 31st March, 2024.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in Note 6 & 7 to Financial Statements.

M/s. Sarath & Associates, Chartered Accountants (Firm Registration No. 005120S), were appointed as Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company held on 28^th September, 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 22nd AGM till the conclusion of the 27th AGM.

The Report of the Auditors for the year ended 31st March, 2024 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

During the year under review, none of the statutory auditors or secretarial auditors or cost auditors has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors in their meeting held on 12^th August, 2024, based on the recommendation of the Audit Committee, have re-appointed M/s. EVS & Associates, Cost Accountants, as Cost Auditor of the Company, for conducting the Cost Audit for the financial year ended 31^st March, 2025, at a remuneration of Rs. 2,00,000 plus applicable taxes and reimbursement of out of pocket expenses. The remuneration requires ratification by shareholders. Accordingly, an appropriate resolution has been incorporated in the Notice convening the 24^th Annual General Meeting, for seeking member's approval. The Cost Accounts and Records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act,

2013.

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VCSR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report issued in this regard is annexed as Annexure-4 to this Report.

The Company has re-appointed, M/s. VDNR

& ASSOCIATES, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for conducting the internal audit (for both Insulators and E-BUS Division) for the period 01st April, 2024 to 31st March, 2025 on recommendation by the audit committee.

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is available on Company's website at https://olectra.com/ annual-reports/.

The Company's shares are listed on BSE Limited and National Stock Exchange of (India) Limited. We are pleased to share that your Company is one of the top 500 Listed entities and holds the position of 338, as per the Market Capitalization as on 31st March, 2024. (Source: nseindia.com/ regulations/listing-compliance/nse-market-capitalisation-all-companies).

As per the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance, Management Discussion & Analysis Reports forms part of this Report as

Annexure-5 and Annexure-6. PARTICULARS OF EMPLOYEES:

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 24^th Annual General Meeting. The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-7 and forms part of this Report.

The following are the material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and the date of the Boards' Report (i.e., from 01^st April, 2024 upto 29^th August, 2024).

Mr. K.V. Pradeep, Chairman & Managing Director of the Company (whose term has expired on 28^th July, 2024) has been reappointed as Managing Director of the Company for a period of 3 (Three) years w.e.f. 29^th July, 2024 subject to approval of the members at the ensuing 24^th Annual General Meeting of the Company. Mr. Subramaniamsundar Rajan Vangal has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company.

Mr. Pandu Ranga Vittal Elapavuluri has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company.

During the year under review the Company in association with Evey Trans Private Limited has incorporated Evey Trans (MSR) Private Limited with a stake of 34% on July 14, 2023 which acts as a Special Purpose Vehicle for executing the Contract for supply of 5,150 Electric Buses to Maharashtra State Transport Corporation (MSRTC). Further after closing of Financial Year our Company stake in Evey Trans (MSR) Private Limited has been reduced from 34% to 1%. Your Company has acquired 26% stake in Evey Trans (MAH) Private Limited on 20th July, 2024 which acts as a Special Purpose Vehicle for executing the Contract for supply of Electric Buses to Brihan Mumbai Electric Supply & Transport Undertaking (BEST).

The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as

“Code of Ethics & Business Conduct” which forms an Appendix to the Code. The Code has been hosted on the Company's website at https:// olectra.com/code-of-ethics/. Further all the Independent Directors and senior management confirmed the compliance of code of conduct and a declaration has been issued by the Managing Director of the Company stating that the directors and senior management of the Company are in compliance with the code of conduct forms part of the Corporate Governance Report.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has the following polices and hosted on the website of the Company: i) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders; For fair disclosure of events and occurrences that could impact price discovery in the market for its securities. ii) Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information; To regulate, monitor and report trading by its designated persons and immediate relatives of designated persons The Board is responsible for implementation of the Code. All the Directors and the designated employees of the Company have confirmed the compliance with the Code.

The Board of Directors, on recommendation of the Nomination & Remuneration Committee (NRC), framed a Nomination and Remuneration Policy for Directors' appointment and remuneration. The salient features of the said policy include the criteria for determining qualifications, positive attributes and independence of a director in addition to recommending the remuneration for the Directors, Key Managerial Personnel and other employees. The said Policy is available on the Company's website at https://olectra.com/policies/.

Pursuant to the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 the Company has formed Risk Management Committee w.e.f. 16th June, 2021. Details of Composition of the Committee forms part of the Corporate Governance Report. In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act, 2013 and in Compliance to the SEBI (LODR) Regulations, 2015, the Company has formulated Risk Management Policy to mitigate and manage the Risk Including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The policy on Risk Management is available on the website of the Company https://olectra. com/policies/.

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism for Directors and Employees and accordingly adopted the “Whistle Blower Policy” pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to facilitate Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The said policy can be accessed on website of the Company at the link https://olectra.com/ policies/.

Your Company is committed to create and maintain an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited. Your Company has constituted an Internal Complaints Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the said Act”) to deal with complaints relating to sexual harassment at workplace. The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year ended 31^st March, 2024, the Company has not received any Complaints pertaining to Sexual Harassment. Further, the Company has registered the details of Internal Complaint Committee with Women Development and Child Welfare Department, Government of Telangana, India.

As on the date of the Report no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2023-24.

The Company has also formulated and adopted the policies as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all policies of the Company are available on our website at https://olectra.com/policies/.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Sec 134 (3)(m) of The Companies Act, 2013 read with Rule 8 of The Companies (Account) Rules, 2014 are mentioned in Annexure-8 to this Report.

The Securities and Exchange Board of India has mandated the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalization. In this regard, the Business Responsibility and Sustainability Report is applicable to the Company and as per Regulation 34 of the SEBI (LODR) Regulations, 2015, detailing various initiatives taken by the Company on the environmental, social and governance front forms are mentioned in Annexure-9 to this Report.

With growing awareness regarding the detrimental effects of traditional combustion engines on air quality and climate change, there is an increasing shift towards cleaner transportation solutions globally and in India. For Olectra, this rising environmental consciousness means not just offering a sustainable product but embodying a commitment to sustainability across all facets of our Company's operations. Every aspect of Olectra's business is geared towards reducing our carbon footprint and promoting cleaner air quality - from manufacturing processes that prioritize energy efficiency and minimize waste to promoting the adoption of renewable energy sources. This year, the Company invested 38% of its capital expenditure to improve the environmental and social impacts of our products and processes. Thus, by investing in research and development to improve efficiency, extend range capabilities, and enhance recyclability, Olectra has been pushing its boundaries and providing avenues of low carbon mobility across India. Through transparent communication and engagement with stakeholders, including consumers, investors, and communities, the Company aims to demonstrate leadership in driving this transition towards a more sustainable future. We prioritize the well-being of the workforce by providing fair wages, safe working conditions, opportunities for professional development, and promoting a diverse and inclusive workplace culture. Olectra has an exemplary Zero-safety related incident record for three consecutive years now a testament to our Company's utmost dedication to building a safe and healthy workplace.

Furthermore, the Company has established principles and practices that ensure transparency, accountability, ethical conduct, and effective decision-making across all levels. Olectra's Board of Directors plays a crucial role in overseeing the company's strategic direction, including its commitment to sustainability and ethical practices. Given the dynamic nature of the automotive industry, we understand that effective risk management and identifying key opportunities is critical. For this, Olectra identified its most material sustainability focus areas in the last financial year, and we have taken essential steps this year to implement several initiatives in line with our priority focus areas. Olectra is publishing its second Business Responsibility and Sustainability Report (BRSR) this year, as part of this Annual Report. To ensure greater transparency, the Company will also publish its inaugural Sustainability Report this year which will delve further into the Company's commitment to sustainability and how it intersects with its mission to revolutionize transportation through electric mobility by outlining its environmental and societal efforts.

All Independent Directors have furnished to the Company the requisite declarations that they meet the relevant independence criteria as laid down in Section 149(6) of the Companies Act, 2013, as well as the Regulation 16(1)(b) read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no orders passed by the Regulators or Courts or Tribunal impacting the Company's going concern status and/or its future operations. However, as mentioned above, Hon'ble Supreme Court of India has pronounced its Judgement in favour of the Evey Trans Private Limited (which is an operational arm of Company) in the matter relating to supply of 2,100 Electric Buses Contract received from Brihan Mumbai Electric Supply & Transport Undertaking (BEST) on 19th May, 2023.

During the year under review, the Company has not done any one-time settlement with Banks or Financial Institutions.

The Board of Directors thank the Company's customers, suppliers, dealers, banks, financial institutions, Government and Regulatory Authorities and consultants for their continued support. The Directors express their sincere gratitude to the shareholders and also wish to place on record their appreciation for the committed services rendered by all the employees of the Company.

(Pursuant to first proviso Section 129(3) read with Rule 5 of Companies (Accounts) Rules, 2014)

Name of the Subsidiaries which are yet to commence operations: Not Applicable Names of subsidiaries which have been sold during the year: Not Applicable

(Pursuant to Sec 135 of the Companies Act, 2013 read with Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. Brief outline on CSR Policy of the Company: -

Olectra Greentech Limited recognizes that Corporate Social Responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged by one or more of the following focus areas as mentioned in Schedule VII read with Section 135 of the Companies Act 2013:

RURAL DEVELOPMENT PROJECTS: Strengthening rural areas by improving accessibility, housing, drinking water, sanitation, power and livelihoods, thereby creating sustainable villages.

EDUCATION: Promoting education, including special education and employment-enhancing vocational skills especially among children, women, elderly and the differently abled, and livelihood enhancement projects; monetary contributions to academic institutions for establishing endowment funds, chairs, laboratories, etc., with the objective of assisting students in their studies.

HEALTHCARE: Contribute to universal quality health care, eradicating extreme hunger, malnutrition, promote sanitation, making available safe drinking water.

GENDER EQUALITY AND EMPOWERMENT OF WOMEN: Promoting gender equality and empowering women; setting up homes, hostels and day care centers for women and orphans; setting up old age homes and such other facilities for senior citizens; and adopting measures for reducing inequalities faced by socially and economically backward groups.

ENVIRONMENTAL SUSTAINABILITY: Ensuring environmental sustainability, ecological balance, conservation of natural resources and maintaining the quality of soil, air and water.

NATIONAL HERITAGE, ART AND CULTURE: Protecting national heritage, religious places, art and culture including restoration of structures, buildings and sites of historical importance and works of art; setting up public libraries; promoting and developing traditional arts and handicrafts.

Contribution to the Prime Minister's National Relief Fund or any other Fund set-up by the Central Government or the State Governments for Socio Economic Development and Relief.

Contribution for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows;

Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government or any not for profit entity;

Contributions to public funded Universities engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs)

Contribution for slum area development, disaster management, including relief, rehabilitation and reconstruction activities.

3. The web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company are provided below:

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable:

Not required, as the Company does not have average CSR Obligation of Rs. 10 Crores in the three immediately preceding financial years.

5. a) Average net profit of the Company as per Section 135(5) of the Companies Act, 2013: Rs. 5,304.82 lakhs (b) Two percent of average net profit of the Company as per Section 135(5) of the Companies Act, 2013: Rs.106.10 lakhs (c) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years.: Nil (d) Amount required to be set off for the Financial Year, if any: Nil (e) Total CSR obligation for the Financial Year (7a+7b-7c): Rs. 106.10. lakhs

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 106.10 Lakhs (b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: NIL

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 106.10 Lakhs (e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: Not Applicable

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135: Not Applicable

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024

[Pursuant to Section 204 (1) of the Companies Act, 2013 and the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The members of

Hyderabad.

We have conducted Secretarial Audit pursuant to Section 204 of the Companies Act 2013, on the compliance of applicable Statutory Provisions and the adherence to good corporate practices by M/s. OLECTRA GREENTECH LIMITED (hereinafter called as “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

1. Based on our verification of the books, papers, minutes books, forms, returns filed and other records maintained by the Company and also the information and according to the examinations carried out by us and explanations furnished and representations made to us by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has during the audit period covering the Financial Year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

2. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 (“Audit Period”) according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made there-under; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there-under; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there-under; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the Extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (‘SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client; (c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and 2018; Not applicable to the Company During the audit period (e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(f) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable to the Company During the audit period (g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable to the Company during the audit period (h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable to the Company during the audit period (i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2009; Not applicable to the Company during the audit period vi) The Factories Act, 1948; vii) The Payment of wages Act, 1936, and rules made thereunder; viii) The Minimum wages Act, 1948, and rules made thereunder; ix) Employees State Insurance Wages Act, 1948, and rules made thereunder; x) The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and rules made thereunder; xi) The Payment of Bonus Act, 1965, and rules made thereunder; xii) The Payment of Gratuity Act, 1972, and rules made thereunder; xiii) The Water (Prevention & Control of Pollution Act, 1974, read with Water (Prevention & Control of Pollution Act, 1974, read with Water (Prevention & Control of Pollution) Rules, 1975; xiv) The Motor Vehicles Act, 1988; We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India related to board and general meetings. We report that during the period under review the company has complied with provisions of the applicable Acts, Rules, Regulations, Guidelines etc., as mentioned above.

3. We, further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There was changes in the composition of the Board of Directors during the period under review.

During the Year Mr. Ch. Laxmi Rajam was resigned as Director w.e.f. 27^th January, 2024

(b) Adequate notice was given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent as per the applicable norms.

(c) All the decisions at the Board Meetings and Committee Meetings have been carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors or Committee of the Board, as the case may be.

(d) It is also noted that the Company has an adequate Internal Audit System and process, commensurate with the size and operation of the Company to constantly monitor and to ensure compliance with applicable laws, rules, regulations and guidelines.

4. We further report that during the period under audit, there are no specific events/actions, having a major bearing on the Company's affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc, referred to above.