Your directors have pleasure in presenting the 40^th Annual Report of M/S I POWER SOLUTIONS
INDIA LIMITED along with the Audited Statement of Accounts and the Auditors' Report for the
Financial Year ended March 31, 2025. The Summarized financial results for the Financial Year are
as under:

1. FINANCIAL SUMMARY: (In Lakhs)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has incurred net loss of Rs. (62.03) Lakhs.

The previous year net loss was Rs. (15.86) lakhs. There are no changes in the operations of
business of the company. During the year under review there was no revenue from the operations
of the Company.

3. SHARE CAPITAL:

The present paid up share capital of the company is Rs 4,44,90,000.

There are no changes in the share capital of the company during the financial year 2024-25.

However, for the period between April 2025-August 2025, the company has made preferential
allotment of 14,50,000 (Fourteen Lakhs Fifty Thousand) Equity Shares, having face value of
Rs.10/-(Rupees Ten Only) each at an issue price of Rs.20/- (including premium of Rs.10/-)
(Rupees Ten Only) aggregating to ^ 2,90,00,000/- both listing and trading approval has been
received for the said equity shares.

4. DIVIDEND:

The Board of Directors did not recommend any dividend to the Shareholders for the financial year
2024-25.

5. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest and deposits from public was outstanding as on date of the balance sheet.

6. TRANSFER TO GENERAL RESERVE:

No transfer to General Reserve was made during the Year 2024-25 by the Company.

7. NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performance of the Company. The Board Meetings are pre-scheduled, and a
tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate
the Directors to plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under
Section 173 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

8. COMPOSITION OF COMMITTEES OF THE BOARD
Audit committee

• Punukollu Kodanda Rambabu - Independent Director (Chairman)

• Naresh Kumar Bhatt - Independent Director

• Sujata Jonnavittula - Independent Director

• Rajendra Naniwadekar - Promoter; Director

Nomination Remuneration committee

• Punukollu Kodanda Rambabu - Independent Director

• Naresh Kumar Bhatt - Independent Director (Chairman)

• Sujata Jonnavittula - Independent Director

Stakeholders Relationship committee

• Punukollu Kodanda Rambabu - Independent Director

• Naresh Kumar Bhatt - Independent Director (Chairman)

• Sujata Jonnavittula - Independent Director

• Venugopalan Parandhaman - Director

9. DETAILS OF POLICIES DEVELOPED BY THE COMPANY:

The Company has the following policies which are applicable as per the Companies Act, 2013
and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.ipwrs.com

(i) Code of conduct for Directors and Senior Management

(ii) Criteria of Making Payments to Non-Executive Directors

(iii) Policy Determining Materiality Disclosures

(iv) Nomination & Remuneration Committee Policy

(iv) Policy on Related Party Transactions

(v) Policy on sexual harassment of women at work place (Prevention, Prohibition and
redressal) Act, 2013

(vi) Risk Management Policy

(vii) Vigil Mechanism Policy

10. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the company. The policy also lays down the criteria for selection and
appointment of Board Members. The policy and details of Nomination and Remuneration is
available on the website of the Company at www.ipwrs.com

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration
Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes,
and independence of a director. and is available in the company website www.ipwrs.com.The
Committee shall identify persons who are qualified to become Director and persons who may
be appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject
to the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.

5. Increments to the existing remuneration/ compensation structure may be recommended by
the Committee to the Board which should be within the slabs approved by the Shareholders
in the case of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part of
the remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the
monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net
profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

11. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made investments in quoted securities amounting to ^1,37,09,113. All requisite
approvals under Section 186 of the Companies Act, 2013 have been duly obtained, and the necessary
filings have been made with the regulatory authorities.

13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries/ associate companies/ joint ventures.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Company Secretary and Chief Financial Officer

15. Director's / Key Managerial personnal Appointment/Re-appointment:

• Appointment of a director in place of Mr. Rajendra Naniwadekar (having DIN 00032107)
who retires from office by rotation and being eligible offers herself for reappointment.

16. BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of
Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation,
2015 disclosure on Board diversity is not applicable.

17. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014

18. AUDITORS:

M/s. ANANT RAO & MALLIK, Chartered Accountants, Hyderabad (Firm Registration No 006266
S) has been appointed as the statutory Auditor of the company .

M/s. ANANT RAO & MALLIK, Chartered Accountants, Hyderabad will continue as the statutory
Auditor of the company till the 42^nd Annual General Meeting.

19. AUDITORS' REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their
report for the Financial Year ended 31st March, 2025.

20. SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed Secretarial Auditor for the financial year 2024-25.

The Secretarial Audit Report as received from Secretarial Auditor is annexed to this report as
Annexure-I.

21. QUALIFICATION GIVEN BY SECRETARIAL AUDITOR:

There are no material qualifications in the Secretarial Audit Report except as given in the report
and board provides its comments on the following observation:

1. There was a minor delay in one instance of filing of Form No. MGT-14 with the Ministry of
Corporate Affairs/Registrar of Companies (MCA/ROC); however, the form was subsequently
filed along with the prescribed additional fees.

> The Board takes note of the delay in filing of Form MGT-14. The delay was inadvertent
and not intentional. The Company has already filed the form with the MCA/ROC along
with the prescribed additional fees, and necessary internal checks have been
strengthened to ensure that all future filings are made within the prescribed timelines.

2. The Company maintains a functional website; however, it is observed that the website is not
fully compliant with the requirements of Regulation 46 of the SEBI (LODR) Regulations, 2015
and the applicable provisions of the Companies Act, 2013.

> The Board acknowledges the observation regarding website compliance. The Company
has initiated steps to identify and update the missing/incomplete information on the
website to bring it into full compliance with Regulation 46 of the SEBI (LODR)
Regulations, 2015 and the Companies Act, 2013. The Company Secretary has been
instructed to monitor the website on a regular basis to ensure continued compliance.

3. The submission of the outcome of the Board Meeting held on 23rd August, 2024, to the stock
exchange was slightly delayed due to a technical issue.

> The Board notes that the delay was due to a technical issue and not due to any lapse on
the part of the Company. However, recognizing the importance of timely disclosure, the
Company has put in place alternative mechanisms, including back-up systems, to
minimize the risk of recurrence of such delays in the future.

22. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees.

23. INTERNAL AUDITORS

Mr. V.R. SRIDHARAN, Chartered Accountants, are the Internal Auditors of the Company. The
Audit Committee determines the scope of internal Audit in line with regulatory and business
requirements.

24. COST AUDITOR:

Since the Company has no manufacturing activity at present, and the provisions of Appointment
of Cost Auditor pursuant to the Companies Act, 2013 is not applicable, No Cost Auditor has been
appointed by the Company during the year.

Details of cost audit are not provided as the commercial operations are very limited and no cost
audit is undertaken.

25. INTERNAL CONTROL AND ITS ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with
Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal
control systems to monitor business processes, financial reporting and compliance with
applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels.
The Committee also reviews the observations forming part of internal auditors' report, key
issues and areas of improvement, significant processes and accounting policies.

26. CORPORATE GOVERNANCE REPORT:

Since your Company's paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs.
25 Crores respectively, the provisions of SEBI (LODR), 2015 relating to Corporate Governance,
is not applicable to the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations

28. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 07^th November 2024, without the attendance of Non-Independent
Directors and members of Management.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of
the Company. The policy and details of familiarization program is available on the website of
the Company at www.ipwrs.com

30. INDEPENDENT DIRECTOR'S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence
laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial
year ended 31st March, 2025, which has been relied on by the Company and placed at the Board
Meeting

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management
Discussion & Analysis is herewith annexed as Annexure-II.

32. HUMAN RESOURCES:

The Management envisions trained and motivated employees as the backbone of the Company.
Special attention is given to recruit trained and experienced personnel not only in the production
department but also in marketing finance and accounts. The management strives to retain and
improve employee's morale. The Company is in the process of revamping the employer
employee engagement program.

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

The Company informs that the disclosure of particulars under section 134(3)(m) of the
Companies act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014 relating to
conservation of Energy etc is not applicable to the Company as no energy intensive works are
undertaken by the company.

Particulars relating to Technology Absorption etc., have not been furnished as the Company has
neither undertaken any Research & Development activities in the Field of operations nor
imported any technology thereto.

In respect of Foreign Exchange earnings and outgo (in US$), details are given below:

Foreign Exchange Earnings: US$ - Nil / INR - Nil
Foreign Exchange Outgo: US$ - Nil

34. RELATED PARTY TRANSACTIONS:

There are no related party transactions during the financial year under review under section
188 of the Companies Act 2013 except as mentioned in note number 21 of Audited Financial
Statements and form AOC-2 as Annexure III.

35. EXTRACT OF ANNUAL RETURN:

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies
(Management and Administration) Amendment rules, 2021 dated 5^th March, 2021. Hence, the
question of attaching MGT-9 with this report does not arise. However, the Annual return can be
viewed in the website of the company www.ipwrs.com.

36. SECRETARIAL STANDARDS:

The Company has complied with the secretarial standards issued by the Institute of Company
Secretaries of India, to the extent as applicable.

37. RISK MANAGEMENT POLICY:

The Company has well defined Risk Management Policy in place. The fact that the Risks and
opportunities are inevitably intertwined, is well recognized policy by the Company and thus
aims to identify, manage and minimize, risks, strategically. It is committed to embedding risk
management throughout the organization and its systems and controls are designed to ensure
that exposure to significant risk is properly managed. With the predefined risk management
principles and policy, the Company identifies, categorizes, assess and addresses risks.

Key Elements of Risks:

(i) Global Economic Situation: The Economic environment around the world is showing sign
of growth. Growth in the software industry has been fairly positive.

(ii) Cost pressure: Increasing operating cost may create a pressure on margin. The Company is
focusing to put up framework for cost management.

(iii) Regulatory risks: Any Change in regulations in the field of our operations, would have an
impact on the operations. The Company is vigilant on such changes for easy adaptability.

(iv) Emerging Trend: New technologies and trends used in software industry may impact
consumers' behavior. The Company continuously scan business environment for early detection
of emerging trend.

38. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ["POSH”]:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints Committee (“ICC”)
has been duly constituted as per the provisions of the POSH Act to redress complaints regarding
sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follow:

39. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (“ICC”) is in
place for all works and offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available
on the website of the Company at www.ipwrs.com

During the Financial Year under review, no complaints with allegation of sexual harassment were
filed with the ICC.

Internal Complaint Committee Members:

1. Mr. Sujata Jonnavittula

2. Mr. Venugopalan Parandhaman

40. BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared
after taking into consideration of the various aspects of the Boards' functioning, the composition
of the Board and its committees, culture, execution and performance of specific duties,
obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks
and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

41. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board
and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors
and the designated employees in their business dealings and in particular on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code.

42. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs. 500
crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during
the financial year shall constitute a CSR Committee. Our Company has not triggered any of the
above limits; hence, no committee in this has been constituted.

43. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm
that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively

44. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is
of the view that such systems are adequate and operating effectively.

45. LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE and the Company confirms that it has paid the Annual
Listing Fees for the year 2024-25.

46. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share T ransfer books of the company were closed with effect from
Friday, 20th September 2024 to Thursday, 26th September 2024 (Both days inclusive) .

47. RATIO OF REMUNERATION TO EACH DIRECTOR:

At present Directors are not receiving any remuneration from the company in view of the
Financial constraints.

48. VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil
Mechanism policy for directors and employees to report concerns about unethical behaviours,
actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also
provides for adequate safeguards against the victimization of employees who avail themselves of
the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee.
It is affirmed that during the Financial Year 2024-25, no employee has been denied access to the
Audit Committee. The vigil mechanism policy is also available on the Company's website
www.ipwrs.com

49. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year

50. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE
OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY
IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:

Nil

51. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.

52. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act,
1961, and has extended all statutory benefits to eligible women employees during the year.

53. ACKNOWLEDGEMENT:

Your directors thank and acknowledge the continuous co-operation and assistance extended by
Bank of Maharashtra, Indian Bank, BSE Limited, Cameo Corporate Services Ltd., our employees
and the various customers who are patronizing our products.

54. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in actual results.

Date: 26-08-2025 By Order of the Board

Place: Chennai For I Power Solutions India Limited

SD/- SD/-

VENUGOPALAN PARANDHAMAN Rajendra Naniwadekar

Director Managing Director

DIN: 00323551 DIN:00032107