i Power Solutions India Limited

39th Annual Report

2023 – 24
 CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr. Rajendra Naniwadekar Managing Director

Mr. Venugopalan Parandhaman Executive Director

Mr. Punukollu Kodanda Ram Babu Independent Director

Mr. Naresh Kumar Bhatt Independent Director

Mrs. Sujata Jonnavittula Women Independent Director

Mr. P.K. Raghukumar Company Secretary

Mr. G. Ramasubramaniam Chief Financial Officer

(Resigned w.e.f. 10.05.2023)

Mr. Suresh Srinivasan Chief Financial Officer

(Appointed w.e.f. 15.05.2023)

STATUTORY AUDITORS SECRETARIAL AUDITORS

M/s. ANANT RAO & MALLIK M/S. LAKSHMMI SUBRAMANIAN & ASSOCIATES
Chartered Accountants Murugesa Naicker Office Complex,
No. 81, Greams Road, Chennai 600006.

BANKERS INTERNAL AUDITOR

Bank of Maharashtra, Mr. V. R. SRIDHARAN
Chennai – 600090. Chartered Accountant
Indian Bank, Chennai – 600090.

Registrars & Share Transfer Agents (RTA) Registered Office

M/S. CAMEO CORPORATE SERVICES LIMITED New No. 17, Old No. 7/4,
SUBRAMANIAN BUILDING Vaigai Nagar,
No. 1, Club House Road, Besant Nagar,
Chennai – 600002 Chennai-600090
Phone: 044-28460390 CIN: L72200TN2001PLC047456
Email: cameo@cameoindia.com
 Annual Report 2023-2024

Table of Contents

Topic Page No

Notice of Annual General Meeting 1

Directors’ Report 34
Secretarial Audit Report 47

Management Discussion & Analysis Report 52

Independent Auditors Report 55

Balance Sheet 66
Statement of Profit and Loss 67
Statement of Cash Flows 68
Notes forming part of Financials Statements 69
NOTICE is hereby given that the 39th Annual General Meeting (AGM) of M/s. I-
Power Solutions India Limited will be held on Thursday, 26th of September 2024
through Video Conference (VC) or Other Audio Visual Means (OAVM) at 11.30 A.M
to transact the following businesses:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Financial Statements along with the
Balance Sheet, Profit/Loss A/C & Cash Flow Statement of the Company for the
financial year ended March 31, 2024 together with the Reports of the Board of Directors
and the Auditors’ thereon.

2) To appoint a director in place of Mr. Rajendra Naniwadekar (having DIN

00032107) who retires from office by rotation and being eligible offers himself for
re-appointment.

SPECIAL BUSINESS:

INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

3)
FROM RS. 5 CRORES TO RS. 10 CRORES AND CONSEQUENT ALTERATION OF
CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and, if thought fit, to pass with or without modifications, the

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 61, & 64 and
other applicable provisions, if any, of the Companies Act, 2013, (the Act)
(including any statutory modification(s) and re-enactment(s) thereof for the
time being in force) and the Rules framed thereunder, consent of the Members
of the Company be and is hereby accorded to increase the Authorised Share
Capital of the Company from existing Rs.5,00,00,000/- (Rupees Five Crores
only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten)
each to Rs.10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000
(One Crores) Equity Shares of Rs.10/- (Rupees Ten) each ranking pari passu in
all respect with the existing Equity Shares of the Company as per the
Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Section 13 and all

other applicable provisions, if any, of the Act read with rules framed
thereunder (including any statutory modification(s) or re-enactment(s) thereof)
consent of the Members of the Company be and is hereby accorded, for

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 alteration of Clause V of the Memorandum of Association of the Company by
substituting in its place, the following:-

V. The Authorised Share Capital of the Company is Rs.10,00,00,000/- (Rupees

Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of
Rs.10/- (Rupees Ten) each.

RESOLVED FURTHER THAT for the purpose of giving effect to this

resolution, the Board of Directors of the Company (hereinafter referred to as
“Board”) be and is hereby authorized to take all such steps and actions and give
such directions as may be in its absolute discretion deemed necessary and to
settle any question that may arise in this regard, without being required to seek
any further consent or approval of the Members or otherwise and that the
Members shall be deemed to have given their approval thereto expressly by the
authority of this resolution.

RESOLVED FURTHER THAT any of the Director of the Company be and is

hereby authorized to file e-Form SH-7 with Registrar of Companies, Chennai
or with appropriate authorities under the Ministry of Corporate Affairs (MCA)
and to sign and execute all necessary documents and papers as may be deemed
necessary and expedient in connection with the aforesaid matter and to do such
acts and deeds required to give effect to the aforesaid resolutions.”

4) ISSUE OF 16,00,000 EQUITY SHARES ON PREFERENTIAL BASIS TO

CERTAIN IDENTIFIED NON-PROMOTER PERSONS:

To consider and, if thought fit, to pass with or without modifications, the

following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 23(1)(b), 42, 62(1)(c)

of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, the Companies (Prospectus and Allotment of
Securities) Rules, 2014 and any other applicable provisions of the Companies
Act, 2013 and the Rules made there under and the provisions of Chapter VII of
the Securities and Exchange of Board of India (Issue of Capital & Disclosure
Requirements) Regulations, 2018 as amended from time to time (hereinafter
referred to as “the SEBI ICDR Regulations”); any other rules/regulations/
guidelines, if any, prescribed by the Securities and Exchange Board of India
(“SEBI”), Reserve Bank of India (“RBI”), Foreign Exchange Management Act,
1999, as amended, the Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India) Regulations, 2000, as amended,

2
and the rules, regulations, guidelines, notifications and circulars, if any, issued
by the Government of India, Stock Exchanges where the equity shares of the
Company are listed (“Stock Exchanges”), the Securities & Exchange Board of
India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“SEBI
Takeover Regulations”), Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (the
“Listing Regulations”), the applicable rules, notifications, guidelines issued by
various authorities including but not limited to the Government of India, the
Securities and Exchange Board of India (“SEBI”), and other competent
authorities including relevant Stock Exchanges and subject to the approvals,
permissions, sanctions and consents as may be necessary from any regulatory
and other appropriate authorities, as applicable, and subject to such conditions
and modifications as may be prescribed by any of them while granting such
approvals, permissions, sanctions and consents, which may be agreed to by the
Board of Directors (hereinafter referred to as the “Board”, which term shall be
deemed to include any committee which the Board has constituted or may
constitute to exercise its powers, including the powers conferred by this
resolution), the consent of the Members of the Company be and is hereby
accorded and the Board be and is hereby authorized to create, offer, issue and
allot 16,00,000 (Sixteen Lakhs) 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 ₹ 3,20,00,000/- (Rupees Three Crore
Twenty Lakhs Only) (“Consideration”) as determined in accordance with the
provisions of Chapter V of SEBI (ICDR) Regulations, to certain identified non-
promoter persons mentioned at S. Nos 1 to 4 below (collectively referred to as
the “Investors”) for Cash on a preferential basis (“Preferential Issue”), and on
such terms and conditions as may be determined by the Board in accordance
with the SEBI ICDR Regulations and other applicable laws;.

Number of Value of Equity

Equity Shares Shares
S. No Name Category
at Rs.20/- Per
Share (in Rs.)
1. Mrs. Neena Dharod Public 5,00,000 1,00,00,000
Mr. J. Murali
2. Public 5,00,000 1,00,00,000
Krishna
3. Mr. Tushar P Shah Public 5,00,000 1,00,00,000
4. Mr. K. Ravi Shankar Public 1,00,000 20,00,000
Total 16,00,000 3,20,00,000

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 RESOLVED FURTHER THAT in accordance with Regulation 161 of the ICDR
Regulations, the “Relevant Date”, for determining the minimum price of the
equity shares (by the Registered valuer ) being allotted to certain identified non-
promoters persons, on a preferential basis, is Tuesday, 27th of August 2024 being
the date, which is 30 (Thirty) days prior to the date of passing of Special
Resolution to approve the proposed preferential issue in terms of Section 62(1)(c)
of the Act.”

RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be

subject to the following terms and conditions:

 The Equity Shares to be issued and allotted shall be fully paid up and rank pari
passu with the existing Equity Shares of the Company in all respects (including
with respect to dividend and voting powers) from the date of allotment thereof,
be subject to the requirements of all applicable laws and shall be subject to the
provisions of the Memorandum of Association and Articles of Association of the
Company;

 The Equity Shares (Pre-preferential shareholding), if any of the proposed allottee

to be allotted shall be under lock-in for such period as may be prescribed under
Chapter V of the SEBI ICDR Regulations;

 The Shares so allotted to the proposed allottees under this resolution shall not be
sold, transferred, hypothecated or encumbered in any manner during the period
of lock-in provided under SEBI ICDR Regulations except to the extent and in the
manner permitted there under;

 Allotment of Shares shall only be made in dematerialized form within a period

of 15 days from the date of passing the special resolution by the members,
provided that where the allotment of Equity shares is subject to receipt of any
approval or Permission from applicable regulatory authorities , the allotment
shall be completed within a period of 15 days from the date of receipt of last of
such approvals or permissions;

 The Equity Shares shall be subject to lock-in for such period that may be
prescribed under the SEBI ICDR Regulations, except to the extent and in a
manner permitted thereunder; and

RESOLVED FURTHER THAT the equity shares to be allotted in terms of this

resolution shall be made fully paid up at the time of allotment and shall rank pari-

4
passu with the existing equity shares of the Company in all respects and the same
shall be subject to lock-in for such period that may be prescribed under the SEBI
(ICDR) Regulations and that the Equity Shares so allotted shall be entitled to the
dividend declared, if any, including other corporate benefits, if any, for which the
book closure or the record date falls subsequent to the allotment of Equity Shares.
The issue and allotment of Equity Shares be subject to the requirements of all
applicable laws and shall be subject to the provisions of the Memorandum of
Association and Articles of Association of the Company and be listed on the stock
exchanges where the equity share of the Company are currently listed.

RESOLVED FURTHER THAT pursuant to the provisions of the SEBI ICDR

Regulations, 2018 the equity shares shall be allotted within a period of fifteen (15)
days from the date of passing of this special resolution provided that where the
allotment of equity shares is pending on account of pendency of any approvals
for such allotment by any regulatory authority or the Central Government, the
allotment shall be completed within a period of fifteen (15) days from the date of
such approval or such other extended period as may be permitted under the
applicable SEBI ICDR Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept

any modifications in the terms of issue of Equity Shares, subject to the provisions
of the Companies Act, 2013 and the SEBI ICDR Regulations, without being
required to seek any further consent or approval of the Members;

RESOLVED FURTHER THAT the monies received by the Company from the
Investors pursuant to this preferential issue shall be kept by the Company in a
separate account opened/maintained by the Company for this purpose and shall
be utilized by the Company in accordance with the provisions of the Companies
Act;

RESOLVED FURTHER THAT the Board be and is hereby authorized to make an

offer to the Investors through Private Placement Offer Letter in Form No. PAS-4
as prescribed under the Companies Act, 2013 after passing of this resolution with
a stipulation that the allotment would be made only upon receipt of in-principle
approval from the Stock Exchange i.e., BSE Limited and receipt of the
consideration as aforesaid and within the timelines prescribed under the
applicable laws.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid
resolution, the Board/Issue and Allotment Committee of the Board be and is

5
 hereby authorised on behalf of the Company to take all actions and to do all such
acts, deeds, matters and things (including sub-delegating its powers to authorised
representatives) as it may, in its absolute discretion, deem necessary, proper or
desirable for such purpose, including deciding/revising the dates of allotment,
deciding and/or finalizing other terms of issue and allotment in consonance with
the SEBI ICDR Regulations, listing of the equity shares to be issued and allotted,
and to modify, accept and give effect to any modifications to the terms and
conditions of the issue as may be required by the statutory, regulatory and other
appropriate authorities including but not limited to SEBI, the Government of
India, etc. and such other approvals (including approvals of the existing lenders
of the Company) and as may be agreed by the Board, and to settle all questions,
difficulties or doubts that may arise in the proposed issue, pricing of the issue,
allotment and listing of the equity shares, including utilization of the issue
proceeds and to execute all such deeds, documents, writings, agreements,
applications, forms in connection with the proposed issue as the Board may in its
absolute discretion deems necessary or desirable without being required to seek
any further consent or approval of the Shareholders or otherwise with the intent
that the Shareholders shall be deemed to have given their approval thereto
expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate

all or any of the powers herein conferred to any other Committee of the Board to
give effect to this resolution.”

5) ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF

ASSOCIATION OF THE COMPANY:

To consider and, if thought fit, to pass with or without modification(s), the

following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 4, 13 and all other

applicable provisions, if any, of the Companies Act, 2013, (including any
statutory modifications or re-enactment thereof, for the time being in force) and
the Rules framed thereunder, and other applicable regulations, rules and
guidelines issued, if any, and subject to approval of Ministry of Corporate
Affairs, and any other appropriate regulatory/statutory authorities and subject
to such terms, conditions, amendments or modifications as may be required or
suggested by any such appropriate authority, the consent of the members of
the Company be and is hereby accorded to alter and amend existing Clause III
(A) [Main Objects] of the Memorandum of Association of Company by
inserting sub-clause No. 26, 27 and 28 after existing sub-clause no 25:

6
 - To engage in the business of designing, developing, manufacturing, producing,
assembling, selling, buying, distributing, exporting, importing, re-selling,
exchanging, altering, improving, dealing in marketing, procuring, sourcing defence
related products and to undertake and secure contracts for supply of services and
defence related products manufactured by the Company to military, civil and other
departments of the government or semi-government bodies, corporations, public or
private contracts, firms or any other body corporate or persons.

- To invest in, acquire, hold, underwrite, sell or otherwise deal in shares, stocks,
debenture stocks, bonds, negotiable instruments, securities of any company whether
listed or not, Government, Public Body or Authority, Municipal and Local Bodies,
whether in India or abroad.

- To acquire and take over the whole or any part of the business, goodwill, trademarks,
properties and liabilities of any person or persons, firms, companies or
undertakings, either existing or new, engaged in or carrying on or proposing to
carry on any business which this Company is authorised to carry on and possession
of any property on rights suitable for the purpose of the Company and to pay for the
same either in cash or in shares or partly in cash and partly in shares or otherwise.

RESOLVED FURTHER THAT any of the Directors of the Company, be and

are hereby Jointly/Severally authorized to do all such acts, deeds, matters and
things as may be necessary in relation to the above including the matters
incidental thereto including but not limited to signing and filing all the e-forms
and other documents with the statutory authorities along with the Ministry of
Corporate Affairs and to execute all such documents, instruments and writings
as may be necessary, proper, desirable or expedient, in the best interest of the
Company, to accede to such modifications and alterations to the aforesaid
resolution as may be suggested by the Ministry of Corporate Affairs or such
other Authority arising from or incidental to the said amendment and to
delegate all or any of the powers conferred herein as they may deem fit.”

6) TO APPROVE FORMATION OF WHOLLY OWNED SUBSIDIARY (WOS)

COMPANY AND TO MAKE INVESTMENTS IN SECURITIES OF WOS
COMPANY OR ANY OTHER BODY CORPORATE AND TO GIVE LOANS, INTER
CORPORATE DEPOSITS, GIVE GUARANTEES IN CONNECTION WITH LOANS
MADE BY WOS COMPANY OR ANY OTHER BODY CORPORATE IN EXCESS OF
THE LIMITS PRESCRIBED IN SECTION 186 OF THE COMPANIES ACT, 2013.

To consider and if thought fit, to pass with or without modification(s), the

following resolution as a Special Resolution:

7
“RESOLVED THAT pursuant to the provisions of Section 186 of the
Companies Act, 2013 (the ‘Act’) read with the Companies (Meetings of Board
and its Powers) Rules, 2014, and other applicable provisions, if any, of the Act
(including any statutory modification, amendment or re-enactment thereof for
the time being in force) and subject to such other approvals, consents, sanctions
and permissions as may be required in that behalf and in terms of the
provisions of the Memorandum and Articles of Association of the Company,
approval of the members of the Company be and is hereby accorded to the
Board of Directors of the Company (hereinafter referred to as ‘the Board’ which
term shall be deemed to include, unless the context otherwise requires, any
Committee which the Board may have constituted or hereinafter constitute or
any officer(s) authorised by the Board to exercise the powers conferred on the
Board by this Resolution) to:

(a) form and acquire/invest by way of subscription, purchase or otherwise the

securities of Wholly Owned Subsidiary (WOS) Company whether incorporated
or not or proposed to be incorporated or any other body corporate which may
or may not be/become subsidiary (ies) of the Company from time to time in
one or more tranches as the Board may think fit,

(b) give loans, inter corporate deposits from time to time on such terms and
conditions as it may deem expedient to any person or to WOS Company or
other bodies corporate;

(c) give on behalf of any body corporate, any guarantee in connection with a
loan made by any body corporate;

in excess of the limits prescribed under Section 186(2) of the Act up to an

aggregate sum of Rs.25,00,00,000/- (Rupees Twenty Five Crore Only)
notwithstanding that the aggregate of loans and investments so far made, the
amounts for which guarantee is given along with the investments, loans, inter-
corporate deposits, guarantee proposed to be made or given by the Board may
exceed sixty per cent of its paid-up share capital, free reserves and securities
premium account or one hundred per cent of its free reserves and securities
premium account, whichever is more.

RESOLVED FURTHER THAT the consent of the Company be and is hereby

accorded to the Board to form and invest in the Wholly Owned Subsidiaries,
Subsidiaries, Associates, Related Parties, whether Indian or Overseas, give
loans to them; provide guarantees on their behalf, within the limits, if any, as
may be applicable from time to time and on such terms and conditions as may
be deemed fit and expedient.

8
 RESOLVED FURTHER THAT for the purpose of giving effect to this
resolution the Board be and is hereby authorised to negotiate and finalise the
terms and conditions of the above said investments, loan(s), inter-corporate
deposits, or guarantee(s) as they deem fit and in the best interest of the
Company and to take such other steps as may be necessary for obtaining
approvals, statutory, contractual or otherwise, if any, as may be required.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all

such acts, deeds, matters and things as it may, in its absolute discretion, deem
necessary and with power to settle questions, difficulties or doubts that may
arise in this regard without requiring the Board to secure any further approval
of the members of the Company.”

7) TO APPROVE BORROWINGS IN EXCESS OF THE PAID UP SHARE

CAPITAL AND FREE RESERVES BY THE BOARD OF DIRECTORS OF THE
COMPANY UNDER SECTION 180(1) (C) OF THE COMPANIES ACT, 2013.

To consider and if thought fit, to pass with or without modification(s), the

following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and all

other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and
the Rules framed thereunder (including any statutory
modification(s)/amendment(s)/re-enactment(s) thereof for the time being in
force) and as per the provisions of Articles of Association of the Company,
approval of the Members be and is hereby accorded to the Board of Directors
of the Company (the “Board”, which term shall be deemed to include any
Committee which the Board may have constituted or may hereafter constitute
or any delegate for exercising the powers conferred on the Board by this
Resolution and under Section 179 of the Act) to borrow from time to time, all
such money(ies) as may be deem requisite for the purpose of business
(including new business ventures or prospects) of the Company,
notwithstanding that the money(ies) to be borrowed together with money(ies)
already borrowed by the Company (apart from temporary loans obtained from
the Company’s bankers in the ordinary course of business) will exceed the
aggregate of the paid-up share capital of the Company and its free reserves,
that is to say, reserves not set apart for any specific purposes, provided,
however that the total amount so borrowed by the Board and outstanding at
any point of time shall not exceed a sum of Rs.25,00,00,000/- (Rupees Twenty
Five Crores Only) .

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 RESOLVED FURTHER THAT subject to the provisions of the Act and the
Rules framed thereunder and other applicable laws (if any), the borrowings
stated above may be secured or unsecured, and shall include, but shall not be
limited to, borrowings from any person(s) (whether natural or artificial), by
way of Loans, Inter Corporate Deposits (ICDs), facilities of any nature from
Banks/Financial Institutions, Commercial Papers (CPs), External Commercial
Borrowings (ECBs), Debentures (whether convertible or non-convertible),
Bonds (including Masala Bonds) or any other instruments permitted to be
issued by the Company under any law for the time being in force.

RESOLVED FURTHER THAT for the purpose of giving effect to this

Resolution, the Board be and is hereby authorized to finalize, settle and execute
such document(s)/deed(s)/writing(s)/paper(s)/ agreement(s) as may be
required and to do all acts, deeds, matters and things, as it may in its absolute
discretion deemed necessary, proper or desirable and to settle any question,
difficulty or doubt that may arise, including but not limited to creation,
modification or satisfaction of any security in respect of any borrowing and
generally to do all acts, deeds and things as may be necessary, proper,
expedient or incidental for the purpose of giving effect to the aforesaid
resolution.

Date: 30-08-2024 By Order of the Board

Place: Chennai For I Power Solutions India Limited

SD/- SD/-

V Parandhaman Rajendra Naniwadekar

Director Managing Director

DIN: 00323551 DIN: 00032107

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Notes:

1. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No.
14/2020 dated 8th April, 2020; 17/2020 dated 13th April, 2020; 20/2020 dated
5th May, 2020; 02/2021 dated 13th January, 2021; 03/2022 dated 05th May,
2022, 10/2022 dated 28th December, 2022, 9/2023 dated 25th September 2023
and any amendment/ modification thereof issued by MCA and read with the
Securities and Exchange Board of India (“SEBI”) Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, Circular no.
SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021, Circular
No. SEBI/ HO/CFD/CMD2/ CIR/P/2022/62 dated 13th May, 2022 and
Circular No. SEBI/ HO/CFD/PoD-2/P/ CIR/2023/4 dated 05th January, 2023
(hereinafter referred to as “Circulars”), and in compliance with the provisions
of the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulation, 2015
(“Listing Regulations”) permitted the holding of the AGM through Video
Conferencing (VC) or Other Audio Visual Means (OAVM), without the
physical presence of the members at a common venue.

2. Accordingly, in compliance with the provisions of the Act read with the
Circulars, the AGM of the Company is being held through VC /OAVM only.
Further, in accordance with the Secretarial Standard-2 on General Meetings
issued by the Institute of Company Secretaries of India (“ICSI”) read with
Guidance/Clarification dated 15th April, 2020 issued by ICSI, the proceedings
of the AGM shall be deemed to be conducted at the Registered Office of the
Company which shall be the deemed Venue of the AGM.
3. Since this AGM is being held pursuant to the Circulars through VC/OAVM,
physical attendance of Members has been dispensed with. Accordingly, the
facility for appointment of proxies by the Members will not be available for the
AGM and hence the Proxy Form, Attendance Slip and Route Map are not
annexed to this Notice.
4. In compliance with the aforesaid MCA Circulars and SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023 read with SEBI
Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7th
October, 2023, the Annual Report for the Financial Year 2023-24 including
Notice of the 39th AGM of the Company, inter alia, indicating the process and
manner of e-voting is being sent by Email, to all the Members whose Email IDs
are registered with the Company/Registrar and Share Transfer Agent or with
the respective Depository Participant(s) for communication purposes to the
Members and to all other persons so entitled and the same will also be available
on the website of the Company at www.ipwrs.com and can also be accessed
from the websites of the Stock Exchanges i.e., Bombay Stock Exchange Limited
at www.bseindia.com

5. The SEBI has mandated the submission of the Permanent Account Number
(“PAN”) by every participant in the securities market. Members holding shares
in electronic form are, therefore requested to submit their PAN to their
Depository Participant(s). Members holding shares in physical form are
requested to submit their PAN details to the Company’s share transfer agent,
M/s. Cameo Corporate Services Limited.

11
6. Those Members who have already registered their e-mail addresses are
requested to keep their e-mail addresses validated with their DP to enable
servicing of notices/ documents/ Reports and other communications
electronically to their e-mail address in future.

7. Members attending the AGM through VC/OAVM will be counted for the
purpose of reckoning the quorum under Section 103 of the Act.

8. In compliance with the provisions of Sections 108 and other applicable

provisions of the Act, read with Rule 20 of Companies (Management and
Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the
Company is offering only e-voting facility to all the Members of the Company
and the business will be transacted only through the electronic voting system.
The Company has engaged the services of M/s. Cameo Corporate Services
Limited for facilitating e-voting to enable the Members to cast their votes
electronically as well as for e-voting during the AGM. Resolution(s) passed by
Members through e-voting are deemed to have been passed as if they have
been passed at the AGM.

9. In terms of the Listing Regulations, securities of listed companies can only be

transferred in dematerialized form with effect from 01st April 2019 except in
case of transmission or transposition of securities. In view of the above,
members holding shares in physical form are advised to dematerialize the
shares with their Depository Participant.

10. Members are provided with the facility for voting through Voting system
during the VC/OAVM proceedings at the AGM and Members participating at
the AGM, who have not already casted their vote by remote e-voting, are
eligible to exercise their right to vote at the AGM.

11. Members who have already casted their vote by remote e-voting prior to the
AGM will be eligible to participate at the AGM but shall not be entitled to cast
their vote again on such resolution(s) for which the Member has already casted
the vote through remote e-voting.

12. The Register of Members and Share Transfer Books of the Company will
remain closed from Friday , 20th of September 2024 to Thursday , 26th
September 2024 (both days inclusive) in terms of the provisions of Section 91
of the Companies Act, 2013 and the applicable clauses of the SEBI (Listing
Obligations and Disclosures Requirements Regulations) 2015.

13. The Members of the Company holding shares either in physical form or in
dematerialized form, as on the cut-off date on Thursday, 19th Day of
September 2024 may cast their vote by remote e-voting. The remote e-voting
period commences on Monday, 23rd September 2024 at 09:00 A.M. (IST) and
ends on Wednesday, 25th September 2024 at 05:00 P.M. (IST). Once the vote
on a resolution is casted by the Member, the Member shall not be allowed to
change it subsequently.

12
14. The Explanatory Statement as required under Section 102(1) of the Companies
Act, 2013 (‘the Act’) relating to the Special Business(es) to be transacted at the
Annual General Meeting (AGM) is annexed hereto and forms part of this
notice.

15. Facility of joining the AGM through VC/OAVM shall open 15 minutes before
and after the scheduled time of the commencement of the Meeting by following
the procedure mentioned in the Notice. The facility of participation at the AGM
through VC/OAVM will be made available to 1000 members on first come first
served basis. This will not include large Shareholders (Shareholders holding
2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the AGM without restriction on
account of first come first served basis.

16. Members of the Company under the category of Institutional Investors are
encouraged to attend and vote at the AGM through VC/OAVM. Corporate
members intending to authorize their representatives to participate and vote
at the meeting, are requested to send a certified copy of the Board Resolution/
authorization letter to the Company or upload on the VC/OAVM portal/e-
voting portal.

17. The Register of Directors and Key Managerial Personnel and their
shareholding, maintained under Section 170 of the Act, and the Register of
Contracts or Arrangements in which the Directors are interested, maintained
under Section 189 of the Act, will be available electronically for inspection by
the members during the AGM.

18. All documents referred to in the Notice and Explanatory Statement will also be
available for electronic inspection, during business hours, without any fee by
the members from the date of circulation of this Notice up to the date of AGM.
Members seeking to inspect such documents can send an email to
audit@ipwrs.com. Members seeking any information with regard to the
accounts or any matter to be considered at the AGM, are requested to write to
the Company by sending e-mail on audit@ipwrs.com. The same will be replied
by the Company suitably.

19. Members holding shares in demat form are hereby informed to ensure that
updated bank particulars be registered with their respective Depository
Participants, with whom they maintain their demat accounts. The Company or
its Registrar and Transfer Agent (RTA) cannot act on any request received
directly from the Members holding shares in demat form for any change of
bank particulars. Such changes are to be intimated only to the Depository
Participant(s) of the Members. Members holding shares in demat form are
requested to intimate any change in their address and/or bank mandate
immediately to their Depository Participants.

13
 20. Members holding shares in physical form are requested to intimate any change
of address and/or bank mandate to M/s. Cameo Corporate Services Limited,
Registrar and Transfer Agent of the Company or Investor Relations
Department of the Company immediately by sending a request on email at –
Murali@cameoindia.com

THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS

UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual

shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in
physical mode and non-individual shareholders in demat mode.
(i) The voting period begins on Monday, 23rd September 2024 at 09:00 A.M. (IST) and ends
on Wednesday, 25th September 2024 at 05:00 P.M (IST). During this period
shareholders of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date (record date) of on Thursday, 19th Day of
September 2024 may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting venue.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020,
under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, listed entities are required to provide
remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.
However, it has been observed that the participation by the public non-institutional
shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting
facility to listed entities in India. This necessitates registration on various ESPs and
maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public
consultation, it has been decided to enable e-voting to all the demat account holders,
by way of a single login credential, through their demat accounts/ websites of
Depositories/ Depository Participants. Demat account holders would be able to cast
their vote without having to register again with the ESPs, thereby, not only facilitating
seamless authentication but also enhancing ease and convenience of participating in e-
voting process.
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual
shareholders holding shares in demat mode.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,
2020, on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account
maintained with Depositories and Depository Participants. Shareholders are advised to
update their mobile number and email Id in their demat accounts in order to access e-
Voting facility.
Pursuant to the above said SEBI Circular, Login method for e-Voting and joining virtual
meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL
is given below:

14
Type of Login Method
shareholders
Individual 1. Users who have opted for CDSL Easi/ Easiest facility, can login through
Shareholders their existing user id and password. Option will be made available to
holding reach e-Voting page without any further authentication. The URL for
securities in users to login to Easi / Easiest are
Demat mode https://web.cdslindia.com/myeasi/home/login or visit
with CDSL www.cdslindia.com and click on Login icon and select New System
Myeasi.

2. After successful login the Easi / Easiest user will be able to see the e-
Voting option for eligible companies where the evoting is in progress as
per the information provided by company. On clicking the e voting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can
visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is

available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will
authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will
be able to see the e-Voting option where the e-voting is in progress and
also able to directly access the system of all e-Voting Service Providers.
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-
Shareholders Services website of NSDL. Open web browser by typing the following
holding URL: https://eservices.nsdl.com either on a Personal Computer or on a
securities in mobile. Once the home page of e-Services is launched, click on the
demat mode “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
with NSDL section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-Voting
services. Click on “Access to e-Voting” under e-Voting services and you
will be able to see e-Voting page. Click on company name or e-Voting
service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.

15
 2. If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for IDeAS
“Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding Voting facility. After Successful login, you will be able to see e-Voting
securities option. Once you click on e-Voting option, you will be redirected to
in demat NSDL/CDSL Depository site after successful authentication, wherein you
mode) login can see e-Voting feature. Click on company name or e-Voting service
through their provider name and you will be redirected to e-Voting service provider
Depository website for casting your vote during the remote e-Voting period or joining
Participants virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login
securities in Demat mode with can contact CDSL helpdesk by sending a
CDSL request at
helpdesk.evoting@cdslindia.comor contact
at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding Members facing any technical issue in login
securities in Demat mode with can contact NSDL helpdesk
NSDL by sending a request at evoting@nsdl.co.in
or call at toll free no.: 1800 1020 990 and 1800
22 44 30

16
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in
physical mode and non-individual shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.
1. The shareholders should log on to the e-voting website www.evotingindia.com.
2. Click on “Shareholders” module.
3. Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with
the Company.
4. Next enter the Image Verification as displayed and Click on Login.
5. If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier e-voting of any company, then your existing password is to be used.
6. If you are a first-time user, follow the steps given below:

For Physical shareholders and other than individual

shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
Shareholders who have not updated their PAN with the
Depository Participant are requested to use the sequence
number sent by RTA or contact RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth in
Details (dd/mm/yyyy) format as recorded in your demat account or
OR Date of in the company records in order to login.
Birth (DOB) If both the details are not recorded with the depository, please
enter the member id/folio number in the Dividend Bank details
field.
vi. After entering these details appropriately, click on “SUBMIT” tab.

vii. Shareholders holding shares in physical form will then directly reach the Company
selection screen. However, shareholders holding shares in demat form will now reach
‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is to be also used by the
demat holders for voting for resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care to keep
your password confidential.

viii. For shareholders holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.

ix. Click on the EVSN for the relevant I power solutions India Limited on which you choose
to vote.

17
x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies
that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.

xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote.

xiv. You can also take a print of the votes cast by clicking on “Click here to print” option on
the Voting page.

xv. If a demat account holder has forgotten the login password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.

xvi. Additional Facility for Non – Individual Shareholders and Custodians – For Remote
Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians
are required to log on to www.evotingindia.com and register themselves in the “Corporates”
module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) for which they wish
to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com

and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for
the scrutinizer to verify the same.

• Alternatively, Non-Individual shareholders are required to send the relevant Board

Resolution/Authority letter etc. together with attested specimen signature of the duly
authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at
their email address, if they have voted from individual tab & not uploaded same in the CDSL
e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT

REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS
FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

18
1. For Physical shareholders- please provide necessary details like Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned
copy of PAN card),AADHAR (self-attested scanned copy of Aadhaar Card) by
Murali@cameoindia.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective
Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your
respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual
meetings through Depository.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH

VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the
instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company
will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the
meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better
experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed
to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker by sending their request in advance at least 10 days prior to
meeting mentioning their name, demat account number/folio number, email id, mobile
number at audit@ipwrs.com. The shareholders who do not wish to speak during the AGM
but have queries may send their queries in advance 10 days prior to meeting mentioning their
name, demat account number/folio number, email id, mobile number audit@ipwrs.com these
queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred
from doing so, shall be eligible to vote through e-Voting system available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM
and if the same shareholders have not participated in the meeting through VC/OAVM

19
facility, then the votes cast by such shareholders shall be considered invalid as the facility of
e-voting during the meeting is available only to the shareholders attending the meeting.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-
Voting System, you can write an email to helpdesk.evoting@cdslindia.com.

xvii. The Company has appointed Smt. Lakshmi Subramanian, Practicing Company
Secretary, to act as the Scrutinizer, for conducting the scrutiny of the votes cast and she has
communicated her willingness to be appointed.

The Scrutinizer, after scrutinising the votes cast during the AGM and through remote e-
voting, will not later than three days of conclusion of the Meeting, make a consolidated
scrutinizer’s report and submit the same to the Chairman. The results declared along with the
consolidated scrutinizer’s report shall be placed on the website of the Company
www.ipwrs.com and CDSL website. The results shall simultaneously be communicated to the
Bombay Stock Exchange Limited.

Date: 30-08-2024 By Order of the Board

Place: Chennai For I Power Solutions India Limited

SD/- SD/-

V Parandhaman Rajendra Naniwadekar

Director Managing Director

DIN: 00323551 DIN: 00032107

20
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013:

The following statements sets out all material facts relating to the Special Business
mentioned in the accompanying Notice:

3. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY

FROM RS. 5 CRORES TO RS. 10 CRORES AND CONSEQUENT ALTERATION
OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE
COMPANY:

The present Authorised Share Capital of the Company is Rs.5,00,00,000/- (Rupees

Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs.10/- each.
In order to facilitate the issue of 16,00,000 (Sixteen Lakh) Equity Shares on preferential
basis to non-promoters and for meeting future requirements, if any, it is proposed to
increase the Authorised Share Capital of the Company to Rs.10,00,00,000/- (Rupees
Ten Crores only) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/-
(Rupees Ten) each ranking pari passu in all respect with the existing Equity Shares of
the Company as per the Memorandum and Articles of Association of the Company .

The increase in the Authorised Share Capital as aforesaid would entail consequential
alteration of the existing Clause V of the Memorandum of Association of the
Company.

It is also proposed to authorise the Board of Directors of the Company including any
Committee thereof to complete all the formalities in connection with the issue of
16,00,000 (Sixteen Lakh) Equity Shares on preferential basis to non-promoters.

The increase in the Authorised Share Capital and consequential alteration to Clause V
of the Memorandum of Association of the Company require members’ approval in
general meeting by way of ordinary resolution in terms of Sections 13 and 61 of the
Companies Act, 2013, Articles of Association of the Company and any other
applicable statutory and regulatory requirements.

The new set of Memorandum of Association is available for inspection at the

Registered Office of the Company on any working day during business hours.

The Board of Directors recommends the passing of the resolution contained in Item
No. 3 of the Notice as an Ordinary Resolution.

None of the Directors or any Key Managerial Personnel or any relative of any of the
Directors of the Company or the relatives of any Key Managerial Personnel is, in
anyway, concerned or interested in the above resolution.

21
 4. ISSUE OF 16,00,000 EQUITY SHARES ON PREFERENTIAL BASIS TO
CERTAIN IDENTIFIED NON-PROMOTER PERSONS:

In terms of Section 62(1)(c) of the Companies Act, 2013 and the Rules made there
under (“the Act”), a Company can undertake Preferential Allotment/Private
Placement only after obtaining prior approval of the members by way of Special
Resolution in terms of Section 62(1)(c) of the Companies Act, 2013 read with
provisions of Chapter V – “Preferential Issue” of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI
ICDR Regulations”), as amended, and on the terms and conditions and formalities as
stipulated in the Act and the SEBI ICDR Regulations. Accordingly, the Company
proposes to issue and allot 16,00,000 (Sixteen Lakhs) Equity Shares, having face
value of Rs.10/- (Rupees Ten Only) each at an issue price of Rs.20/- (Rupees Twenty
Only) (including premium of Rs.10/- per share) aggregating to ₹ 3,20,00,000/-
(Rupees Three Crores Twenty Lakhs Only) (“Consideration”) as determined in
accordance with the provisions of Chapter V of SEBI ICDR Regulations, to certain
identified non-promoters persons for cash on a preferential basis.

The following details of the proposed preferential issue of the equity shares are
disclosed in accordance with the provisions of the Act and the SEBI ICDR Regulations,
as amended from time to time:

(i) The object / purpose of the preferential issue:

The proceeds of the Preferential Issue will be utilized for business activities, financing
the future growth opportunities and general corporate purposes.

(ii) Maximum number of specified securities to be issued:

It is proposed to offer, allot and issue up to 16,00,000 (Sixteen Lakhs) fully paid-up
equity shares of the Company having a face value of Rs.10/- (Rupees Ten Only) each.

(iii) Intent of the Promoters, Directors or Key Managerial Personnel of the Company to
subscribe to the offer:

None of the Promoter Group/Directors or Key Managerial Personnel intends to

subscribe to this preferential issue of Equity Shares.

22
(iv) Particulars of the Preferential Issue including date of passing of Board resolution:

The Board of Directors at its meeting held on 23rd August, 2024 had, subject to the
approval of the Members and such other approvals as may be required, approved the
issuance of up to 16,00,000 Equity Shares at an issue price of Rs.20/- per share (Rupees
Twenty Only) (including premium of Rs.10/- per share), aggregating to ₹
3,20,00,000/- (Rupees Three Crore Twenty Lakhs Only) to certain identified non-
promoter persons, for cash, on a preferential basis as provided in point (xiii) .

(v) Kinds of securities offered and the price at which security is being offered:

Up to 16,00,000 Equity Shares at an issue price of Rs.20/- per share (Rupees Twenty
Only) (including premium of Rs.10/- per share) aggregating up to ₹ 3,20,00,000/-
(Rupees Three Crore Twenty Lakhs Only), on such price being not less than the
minimum price as on the Relevant Date determined in accordance with the
provisions of Chapter V of the SEBI ICDR Regulations.

(vi) Pricing of the Issue:

The issue price of the equity shares to non-promoters is fixed at Rs.20/- per equity
share (including a premium of Rs.10/- per share) having a face value of Rs.10/- per
share in accordance with the price determined in terms of Regulation 165 of the ICDR
Regulations.

Basis on which the price has been arrived at along with report of the Registered
Valuer:

The Company is listed on the BSE Limited and the equity shares of the Company are
infrequently traded in accordance with ICDR Regulations.

Hence, in accordance with Regulation 165 of the ICDR Regulations, a Valuation

Report dated 27-08-2024 has been obtained from an Independent Registered Valuer.
The valuation is based on the valuation parameters such as book value, comparable
trading multiples, and such other parameters as are customary for valuation of shares
of the Company. The valuation report dated 27-08-2024 issued by the Independent
Registered Valuer, CA S Dehaleesan (Registered Valuer number:
[IBBI/RV/04/2019/11659]) certified the price to be Rs.10/- (Rupees Ten Only) per
equity share. We also confirm that the Articles of Association do not contain any
restrictive provision.

23
 (viii) THE PERCENTAGE (%) OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY
BE HELD BY THE PROPOSED ALLOTTEES CONSEQUENT TO THE
PREFERENTIAL ISSUE:

The percentage (%) of Post Preferential Issue Capital that may be held by the proposed
allottees as per regulation 163(fa) as mentioned in table below pursuant to the
aforesaid issue.

Pre-Preferential Post-Preferential
Holding No of Holding
shares
S.NO NAME CATEGORY Proposed No of
No of Equity to be Equity
%held allotted %held
shares held shares
held
1 Mrs. Neena Dharod Public Nil Nil 5,00,000 5,00,000 8.27
Mr. J. Murali
2 Public Nil Nil 5,00,000 5,00,000 8.27
Krishna
3 Mr. Tushar P Shah Public Nil Nil 5,00,000 5,00,000 8.27
4 Mr. K. Ravi Shankar Public Nil Nil 1,00,000 1,00,000 1.65

(ix) Relevant Date:

The “Relevant Date” in terms of Regulation 161 of the SEBI (ICDR) Regulations, 2018
for determination of minimum price is 27th August,2024(Tuesday), a date which is 30
(Thirty) days prior to the date of AGM.

(x) The class or classes of persons to whom the allotment is proposed to be made:

The allotment of equity shares on preferential basis is proposed to be made to the

Proposed Allottee(s), belonging to Non-Promoter category.

(xi) The shareholding pattern of the issuer before and after the preferential issue:
Pre-Issue Post Issue
No of
shares
Proposed
Sr. Number Number % of
Category % of to be
No of of sharehol
shareholding allotted
shares shares ding
through
preferential
issue

24
 Promoters and
A Promoters Group
Holding
1) Indian
Individuals/Hindu
27,43,927 61.68% 0 27,43,927 45.36%
undivided Family
2) Body Corporates 0 0 0 0 0
3) Foreign
0 0 0 0 0
Individual
Any Other
0 0 0 0 0
(specify)
TOTAL (A) 27,43,927 61.68% 27,43,927 45.36%
Non-Promoters
B Shareholding
(Public Holding)
1) Institutions 0 0 0 0 0
Institutions
0 0 0 0 0
(Domestic)
Institutions
0 0 0 0 0
(Foreign)
Central
Government/ State
0 0 0 0 0
Government(s)/
President of India
2)Non-Institutions 0 0 0 0 0
Investor Education
and Protection 0 0 0 0 0
Fund (IEPF)
Resident
Individuals
holding nominal 8,75,442 19.68 1,00,000 9,75,442 16.13%
share capital up to
Rs. 2 lakhs
Resident
Individuals
holding nominal 7,15,784 16.09 15,00,000 22,15,784 36.63%
share capital in
excess of Rs. 2 lakhs
Non- Resident NRI 2,389 0.05% 0 2,389 0.039%
Body corporate 48,877 1.10% 0 48,877 0.81%

25
 Others 62,581 1.40% 0 62,581 1.03%
TOTAL (B) 17,05,073 38.32% 16,00,000 33,05,073 54.64%
TOTAL (A+B) 44,49,000 100.00% 16,00,000 60,49,000 100%

There will not be any change of control of the existing shareholders due to issue of
such equity shares and company has not issued or allotted any securities on
preferential basis during the financial year 2024-2025 and till date.

(xii) Proposed time within which allotment shall be completed:

As required under the SEBI ICDR Regulations, the Equity Shares shall be allotted by
the Company within a period of 15 days from the date of passing of this Resolution,
provided that where the allotment of the proposed Equity Shares is pending on
account of receipt of any approval or permission from any regulatory or statutory
authority, the allotment shall be completed within a period of 15 days from the date
of receipt of last of such approvals or permissions.

(xiii) Identity of the natural persons who are the ultimate beneficial owners of the
Equity Shares proposed to be allotted and/or who ultimately control the Investors:

Pursuant to the SEBI ICDR Regulations, 2018, stipulates that if in the chain of
ownership of the Company there is any listed company, mutual fund, bank or
insurance company, no further disclosure will be necessary.

The following are the disclosures of Ultimate Beneficial Ownership details as

applicable:

Sl. Name of the Category Beneficial Ownership

No. Allottee
NIL

(xiv) Changes in control, if any, in the Company consequent to the issue:

The present allotment is being made to the Non- Promoters of the Company but, will
not result in any change in the control of the Company.

(xv) Number of persons to whom allotment has already been made during the year, in
terms of number of securities as well as price:

The Company has not made any allotments during the year.

26
 (xvi) Justification for the allotment proposed to be made for consideration other than
cash together with the Valuation Report of the Registered Valuer:

The allotment is not being made for consideration other than cash.

(xvii) Lock in restrictions:

The equity shares to be issued and allotted to the proposed allottee shall be subject to
lock-in as per the requirement of the provisions of the Regulation 167(2) of SEBI
(ICDR) Regulations.

(xviii) Certificate from Practicing Company Secretary:

A certificate from the Practicing Company Secretary of the Company, certifying that
the proposed issue is being made in accordance with the extant regulations of the SEBI
ICDR Regulations shall be placed before the shareholders at the Annual General
Meeting of the Company. The Certificate will also available on the Company’s
website.

(xix) Undertakings:

 In accordance with the SEBI ICDR Regulations;

 all the Equity Shares held by the proposed allottees, if any in the Company are
in dematerialized form only;
 The Proposed Allottees have not sold/transferred any Equity Shares of the
Company during the 6 (Six) months preceding the Relevant Date.
 The Proposed Allottees have not previously subscribed to any warrants of the
Company but failed to exercise them;

The Company undertakes to re-compute the price of the equity shares issued in
terms of the preferential allotment under this resolution in terms of the SEBI
(ICDR) Regulations where it is required to do so.

The Company undertakes that if the amount payable on account of re-computation

of price is not paid/within the time stipulated in the SEBI (ICDR) Regulations, the
specified equity shares shall continue to be locked-in till the time such amount is
paid by the allottee.

a. Disclosure pertaining to willful defaulters or a fraudulent borrower:

27
 Neither the Company nor its Promoter/Promoter Group or its Directors are willful
defaulters or a fraudulent borrower.

b. Disclosure pertaining to Fugitive Economic Offender:

None of our Directors or Promoter is a fugitive economic offender as defined under
the SEBI ICDR Regulations.

c. Current and proposed Status of the Proposed Allottees post preferential issue:
The proposed allotment shall be made to certain identified non-promoters. After
allotment there will be no change in Control of the Company.

In accordance with the provisions of Sections 23, 42 and 62 of the Act read with
applicable rules thereto and relevant provisions of the SEBI ICDR Regulations,
approval of the Members for issue and allotment of the said Equity Shares to Investors
is being sought by way of a Special Resolution as set out in the said item of the Notice.
Issue of the Equity Shares pursuant to the Preferential Issue would be within the
Authorised Share Capital of the Company.

The Board of Directors believes that the proposed Preferential Issue is in the best
interest of the Company and its Members and, therefore, recommends the Special
Resolution at Item No. 4 of the accompanying Notice for approval by the Members of
the Company.

None of the Directors or any Key Managerial Personnel or any relative of any of the
Directors of the Company or the relatives of any Key Managerial Personnel is, in
anyway, concerned or interested in the above resolution.

5. ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF

ASSOCIATION OF THE COMPANY:

In order to expand the Company’s present scope of operations and to avail the
opportunity at local, national and global level the Company is proposed to engage in
the business activities of manufacturing and providing services for defence related
products to any person or any body corporate, to invest and acquire securities of any
Company or any other body corporate and to acquire or take over any Company or
any body corporate.

To commence the proposed new business activities, the Objects Clause [Clause III (A)]
of the Memorandum of Association of the Company needs to be altered.

It is proposed to alter the Main Objects under the Objects Clause of the Memorandum
of Association of the Company to enable the Company to expand and diversify its
present scope of operations by inserting sub-clause No. 26, 27, and 28 after existing
sub-clause no. 25 as stated in the Special Resolution annexed to the Notice. The above

28
alteration would be subject to the approval of the Ministry of Corporate Affairs
and/or any other Statutory or Regulatory Authority, as may be necessary.

A copy of the Memorandum of Association of the Company together with the

proposed alterations is available for inspection by the Members of the Company at its
Registered Office during normal business hours on all working days (Except Saturday
and Sunday).

The Board of Directors recommends the passing of the resolution contained in Item
No. 5 of the Notice as a Special Resolution.

None of the Directors or any Key Managerial Personnel or any relative of any of the
Directors of the Company or the relatives of any Key Managerial Personnel is, in
anyway, concerned or interested in the above resolution.

6. TO APPROVE FORMATION OF WHOLLY OWNED SUBSIDIARY (WOS)

COMPANY AND TO MAKE INVESTMENTS IN SECURITIES OF WOS
COMPANY OR ANY OTHER BODY CORPORATE AND TO GIVE LOANS,
INTER CORPORATE DEPOSITS, GIVE GUARANTEES IN CONNECTION
WITH LOANS MADE BY WOS COMPANY OR ANY OTHER BODY
CORPORATE IN EXCESS OF THE LIMITS PRESCRIBED IN SECTION 186 OF
THE COMPANIES ACT, 2013.

The Company in the course of its business is proposing to form/incorporate a Wholly

Owned Subsidiary (WOS) Company and to make investments in that WOS Company
and other body corporates which may or may not be the Subsidiaries of the Company,
in compliance with the applicable provisions of the Companies Act, 2013 (the Act).

Such WOS Company will require support from the Company from time to time in the
form of infusion of funds into their business for their expansion activities as well as
for operations. With a view to meet the funding requirements of WOS Company
proposed to be incorporated, the Company proposes to provide assistance in the form
investment into the said subsidiary as and when required. The increasing business
operations and future growth plans of the Company may necessitate making further
investments into the subsidiaries on behalf of or for the benefit of the subsidiaries in
favour of banks, financial institutions in India or outside from time to time.

Further, the Members are hereby informed that the Company is also considering to
invest in Equity shares & other marketable securities from recognized stock exchanges
in India and abroad & subscribing to preferential issues, rights issues, and warrants
of other companies in the future. These actions are part of the Company's strategic
plans to diversify and strengthen its investment portfolio and financial position.

To facilitate these future transactions and ensure that the Company is adequately
prepared to seize opportunities as they arise, it is proposed to enhance the Company’s

29
lending powers and its powers to make investments. The proposed increase in
investment powers is aimed at accommodating potential investments in other
companies, including preferential issues, rights issues, and warrants, as mentioned
above. This will ensure that the Company has the requisite authority to execute such
transactions efficiently.

Rationale for the Proposal

The proposed increase in investment powers will enable the Company to:

 Participate in strategic investments and funding opportunities that may arise.

 Capitalize on market conditions to acquire or invest in other entities that align
with the Company’s long-term growth objectives.
 Ensure financial flexibility to support its business expansion and diversification
plans.

The provisions of Section 186 of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014, as amended to date, provides that no company is
permitted to, directly or indirectly,

(a) give any loan to any person or other body corporate; (b) give any guarantee or
provide security in connection with a loan to any other body corporate or person; and
(c) acquire by way of subscription, purchase or otherwise, the securities of any other
body corporate, exceeding sixty percent of its paid-up share capital, free reserves and
securities premium account or one hundred per cent of its free reserves and securities
premium account, whichever is more.

Further, the said Section provides that where the giving of any loan or guarantee or
providing any security or the acquisition of securities of any body corporate as
provided under Section 186(2) of the Act, exceeds the limits specified therein, prior
approval of Members by means of a Special Resolution is required.

It is, therefore, necessary to authorise the Board to form and acquire by way of
subscription, purchase or otherwise the securities of the WOS Company proposed to
be incorporated in India or outside up to the limits as provided in the proposed Special
Resolution.

Hence, prior approval of the members of the Company is sought by way of Special
Resolution for exercising these powers by the Board.

The Board of Directors recommends the passing of the Resolution contained in Item
no. 6 of the Notice as a Special Resolution.

None of the other Directors or Key Managerial Personnel or their relatives is, in
anyway, concerned or interested in the said resolution.

30
7. TO APPROVE BORROWINGS IN EXCESS OF THE PAID UP SHARE CAPITAL
AND FREE RESERVES BY THE BOARD OF DIRECTORS OF THE COMPANY
UNDER SECTION 180(1) (C) OF THE COMPANIES ACT, 2013.

As per the provisions of Section 180(1)(c) of the Companies Act, 2013, the Board of
Directors of a Company shall not borrow money, where the money to be borrowed,
together with the money already borrowed by the company will exceed aggregate of
its paid-up share capital, free reserves and securities premium, apart from temporary
loans obtained from the company’s bankers in the ordinary course of business without
the consent of the Members of the company accorded at the General Meeting by means
of a special resolution.

It is proposed to increase the borrowing limit of the Company over and above
aggregate of its paid-up share capital, free reserves and securities premium but up to
Rs.25,00,00,000 (Rupees Twenty Five Crores Only).

To facilitate all the future transactions and ensure that the Company is adequately
prepared to seize opportunities as they arise, it is proposed to enhance the Company’s
borrowing powers.

Rationale for the Proposal

The proposed increase in borrowing powers will enable the Company to:

 Ensure financial flexibility to support its business expansion and diversification

plans.
 To meet the working capital needs of the Company.

The Company shall endeavor to maintain a capital structure which would be

consistent with its cash flows while optimizing the cost of capital. The Company shall
ensure that the debt equity ratio is within prudent limits at all times.

Accordingly, the approval of the Members is being sought by way of special resolution
authorizing the Board of Directors to borrow sums of monies within an overall limit
of Rs.25,00,00,000 (Rupees Twenty Five Crores Only) outstanding at any given point
of time. The Board of Directors recommends the passing of the Resolution contained
in Item no. 7 of the Notice as a Special Resolution.

31
None of the other Directors or Key Managerial Personnel or their relatives is, in
anyway, concerned or interested in the said resolution.

Date: 30-08-2024 By Order of the Board

Place: Chennai For I Power Solutions India Limited

SD/- SD/-

V Parandhaman Rajendra Naniwadekar

Director Managing Director

DIN: 00323551 DIN: 00032107

32
DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AT THE FORTHCOMING
ANNUAL GENERAL MEETING (IN PURSUANCE OF SUB CLAUSE 3 OF REGULATION
36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATION, 2015

Name of the Director Mr. Rajendra Naniwadekar

DIN 00032107
Age 63 years
Date of Appointment 11-08-2022

Experience in business field 30 years

No. of. Shares held as on 31.03.2024 27,43,927

No. of. Board Meetings 5

Attended during

FY 2023-2024

Directorship in other public companies NIL

Chairman/Member of committees of other public NIL

company

Relationship with any other Director No

Date: 30-08-2024 By Order of the Board

Place: Chennai For I Power Solutions India Limited

SD/- SD/-

V Parandhaman Rajendra Naniwadekar

Director Managing Director

DIN: 00323551 DIN: 00032107

33
DIRECTORS' REPORT

Dear Shareholders,

Your directors have pleasure in presenting the 39th 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, 2024. The Summarized financial
results for the Financial Year are as under:

FINANCIAL SUMMARY: (In Lakhs)

Particulars 31st March, 2024 31st March, 2023

Revenue from Operation - 7.55
Other Income 0.13 0.32
Total Revenue 0.13 7.87
Finance Charges 0.03 0.28
Profit Before Depreciation (14.72) (17.37)
and Tax
Provision for Depreciation 1.27 6.73
Net Profit Before Tax (15.99) (24.10)
Provision for Tax (0.13) (1.52)
Net Profit After Tax (15.86) (23.41)
Transfer to General Reserve - -
Surplus/(Deficit) carried to (15.86) (23.41)
Balance Sheet

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has incurred net loss of Rs. (15.86) Lakhs.

The previous year net loss was Rs. (23.41) 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

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 2023-24.

However the Company has Proposed to issue 16,00,000 (Sixteen Lakhs) 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 ₹ 3,20,00,000/- (Rupees Three Crore Twenty
Lakhs Only) (“Consideration”)

34
DIVIDEND:

The Board of Directors did not recommend any dividend to the Shareholders for the financial
year 2023-24.

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.

TRANSFER TO GENERAL RESERVE:

No transfer to General Reserve was made during the Year 2023-24 by the Company.

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.

Meeting No. of Meetings during the Date of the Meeting

Financial Year 2023-24
Board Meeting 15.05.2023, 25.05.2023,
10.08.2023, 14.11.2023 and
5 13.02.2024.
Audit Committee 25.05.2023, 10.08.2023,
4 14.11.2023 and 13.02.2024.

Nomination & 15.05.2023

Remuneration Committee 1

Stakeholders Relationship 1 12.02.2024

Committee
Independent Director’s 1 09.02.2024
Meeting

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.

35
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

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

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

36
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.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provision of Section 186 of the Companies Act,
2013 and it has not given any loans, guarantees and investments during the financial year.

37
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Rajendra Naniwadekar Managing Director

Mr. Venugopalan Parandhaman Executive Director

Mr. Punukollu Kodanda Rambabu Independent Director

Mr. Naresh Kumar Bhatt Independent Director

Mr. Sujata Jonnavittula Women Independent Director

Company Secretary and Chief Financial Officer

Mr. P.K. Raghukumar Company Secretary

Mr. G. Ramasubramaniam Chief Financial Officer

(Resigned w.e.f. 10.05.2023)

Mr. Suresh Srinivasan Chief Financial Officer

(Appointed w.e.f. 15.05.2023)

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.

 Resignation of Mr. Ramasubramaniam Gurusamy, Chief Financial Officer of the

Company vide letter Dated 10th May 2023.


Appointment of Mr. Suresh Srinivasan, Chief Financial Officer of the Company w.e.f
15th May 2023.
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.

38
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

AUDITORS:

M/s. ANANT RAO & MALLIK, Chartered Accountants, Hyderabad (Firm Registration No
006266 S) has been appointed as the statutory Auditor of the company for a period of 5 years
in place of M/s. Macharla & Associates, Chartered accountants who has tendered their
resignation dated 31-07-2022.

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

AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in

their report for the Financial Year ended 31st March, 2024.

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 2023-24.

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

QUALIFICATION GIVEN BY SECRETARIAL AUDITOR:

There are no material qualifications in the Secretarial Audit Report except as given in the
report.

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.

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.

39
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.

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.

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.

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

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 09th February 2024, without the attendance of Non-Independent
Directors and members of Management.

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

40
performance of the Company. The policy and details of familiarization program is available
on the website of the Company at www.ipwrs.com

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, 2024, which has been relied on by the
Company and placed at the Board Meeting

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.

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.

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

Foreign Exchange Outgo: US$ - Nil

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 20 of Audited Financial
Statements

41
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.

SECRETARIAL STANDARDS:

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

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.

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

42
During the Financial Year under review, no complaints with allegation of sexual harassment
were filed with the ICC.

Internal Complaint Committee Members:

1. Mrs. Sujata Jonnavittula

2. Mr. Venugopalan Parandhaman

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

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.

43
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.

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.

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

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.

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 2023-24.

44
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect
from Friday, 20th September 2024 to Thursday, 16th September 2024 (Both days inclusive)

RATIO OF REMUNERATION TO EACH DIRECTOR:

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

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 2023-24, 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

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

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

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.

45
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.

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: 30-08-2024 By Order of the Board

Place: Chennai For I Power Solutions India Limited

SD/- SD/-

V Parandhaman Rajendra Naniwadekar

Director Managing Director

DIN: 00323551 DIN: 00032107

46
 Annexure I

Form No. MR-3

Secretarial Audit Report for the financial year ended 31.03.2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members

I POWER SOLUTIONS INDIA LIMITED

New No.17, Old No. 7/4,
Vaigai Nagar, Besant Nagar,
Chennai-600090

We have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by I POWER SOLUTIONS
INDIA LIMITED (hereinafter called “the company”) during the financial year from
01 April 2023 to 31 March, 2024 (the year/ audit period/ period under review).

We conducted the Secretarial audit in a manner that provided us a reasonable basis

for evaluating the Company’s corporate conducts/ statutory compliances and
expressing our opinion thereon.

We are issuing this report based on our verification of the Company’s books, papers,
minute books, forms and returns filed, and other records maintained by the Company,
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, the explanations and
clarifications given to us and the representations made by the Management.

We hereby report that in our opinion, the Company has during the audit period
covering the financial year ended on March 31, 2024, generally 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:

1.1 We have examined the books, papers, minute books, forms and returns filed and
other records made available to us and maintained by the Company for the
financial year ended on March 31, 2024 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules and the Regulations made there
under;

(ii) Secretarial Standards (SS-1) on “Meetings of the Board of Directors” and

Secretarial Standards (SS-2) on “General Meetings” issued by The Institute of
Company Secretaries of India;

47
(iii) The Securities Contract (Regulation) Act, 1956 and the Rules made thereunder;

(iv) The Depositories Act, 1996 and the Regulations bye-laws framed thereunder;

(v) Foreign Exchange Management Act, 1999 and the Rules and Regulations made
there under to the extent of their applicability.

(vi) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 (‘SEBI Act’): -

a. Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI LODR”). Since, the paid up capital
and Net worth does not exceed the threshold limits as envisaged under
Regulation 15(2) of LODR, the compliance with corporate governance
provisions as specified in Regulations 17- 27, 46 with Schedule V shall not
apply.
b. Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 (“SEBI SAST”);
c. Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
d. Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018;
e. Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 to the extent of Listed Entity engaging
the RTA;
f. Securities and Exchange Board of India (Investor Protection and Education
Fund) Regulations, 2009; and
g. Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Market) Regulations, 2003.

(vii) The Management has confirmed that there are no sectoral laws applicable to the
company during the year under our review.

We have also examined the compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of

India
(ii) The Listing Agreement entered into by the Company with the Stock
Exchange, where the Securities of the Company are listed and the uniform
listing agreement with the said stock exchange pursuant to the provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015

In relation to the period under review, the Company has, to the best of our knowledge
and belief and based on the records, information, explanations and representation

48
furnished to us, complied with the laws mentioned in clause (i) to (iv) of paragraph
1.1 above.

1.2 We are informed that, during/ in respect of the year no events have occurred
which required the Company to comply with the following laws/ rules/
regulations and consequently was not required to maintain any books, papers,
minutes books or other records or file any forms/ returns under:

a. Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018;

b. Securities Exchange Board of India (Issue and Listing of Non- Convertible

Securities) Regulations, 2021;

c. Securities Exchange Board of India (Delisting of Equity Shares) Regulation, 2009;

d. Securities Exchange Board of India (Buyback of Securities) Regulation, 2018;

e. Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 (Amendment, 2023);

f. Securities and Exchange Board of India (Settlement Proceedings) Regulations,

2018 and circulars/ guidelines issued thereunder; and

g. The Securities and Exchange Board of India (Share Based employee Benefits and
Sweat Equity) Regulations, 2021.

2. Board Processes:

We further report that:

2.1 The Board of Directors of the Company is duly constituted with proper balance
of Executive Directors, Non-Executive Directors, Independent Directors during
the Financial Year 2023-24.

2.2 There were no changes in the composition of the Board of Directors except for
re-appointment of non-executive director, which was approved by the
shareholders of the Company, in compliance with the provisions of the Act
during the period under review.

2.3 Adequate notice is given to all directors to schedule the Board Meetings at least
seven days in advance / consent of directors were received for meetings held at
a shorter notice if any, agenda and detailed notes on agenda were also circulated
to the Board members prior to the meetings.

49
2.4 A system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the
meeting. The Company had convened its meetings physically; and

2.5 As per the minutes of the meeting duly recorded and signed by the Chairman,
the decisions and views of the Board have been recorded.

3. Compliance mechanism:

We further report that:

3.1 There is systems and processes in the Company to monitor and ensure
compliance with applicable laws.

3.2 The compliance by the Company of applicable finance laws like Direct and
Indirect tax laws has not been reviewed in this audit since the same have been
subject to review by Statutory Financial Audit and other designated
professionals.

4. Specific Events/ actions:

We report that during the audit period the following specific events/ actions having
a major bearing on the Company’s affairs in pursuance of the above referred Laws,
Rules, Regulations, Guidelines, Standards, etc. took place:

1. The Board at its meeting held on May 15, 2023 took on record the resignation of
Mr. Ramasubramaniam Gurusamy as the Chief Financial Officer of the
Company w.e.f. 10- 05-2023 and subsequently appointed Mr. Suresh Srinivasan
as the Chief Financial Officer of the Company w.e.f. May 15, 2023

Place: Chennai FOR LAKSHMMI SUBRAMANIAN AND ASSOCIATES

Date: 26-08-2024

Sd/-
Swetha Subramanian
Partner
FCS No. F10815
C.P No.12512
Peer Review Certificate No.1670/2022
UDIN: F010815F001045079

50
 ANNEXURE – A

To,
The Members
I POWER SOLUTIONS INDIA LIMITED

Our Secretarial Audit Report for the financial year ended 31st March 2024 is to be read along
with this Annexure.

1. Maintenance of the Secretarial record and ensuring compliance with all applicable laws
is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and the processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the secretarial records. The
verification was done on a test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices we followed provide a reasonable
basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books
of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about financial

information, the compliance of law, rules and regulation and happening of certain
events etc.

5. The compliance of the provisions of other laws, rules, regulation, standards specifically
applicable to the Company is the responsibility of the management. Our examination
was limited to the verification of system implemented by the Company on a test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the
Company nor of the effectiveness with which the management has conducted the affairs
of the Company.

7. We have also issued an Annual Secretarial Compliance Report under Regulation 24A of
SEBI LODR which will be available on the website of the Stock Exchanges in which the
company securities are listed.

Place: Chennai
Date: 26-08-2024 sd/-
Swetha Subramanian
Partner
FCS No. F10815
C.P No.12512
Peer Review Certificate No.1670/2022
UDIN: F010815F001045079

51
 Annexure – II

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

I Power Solutions India Limited

CIN L72200TN2001PLC047456

I Power Solutions India Limited, the leading e-commerce and web related service provider

has reported significant results for the year ended 31.03.2024.

The Company focuses its training business and proposes to develop its own brand name.

REVIEW OF OPERATIONS:

There has been some improvement in Gross Income

OUTLOOK FOR THE NEXT YEAR:

With the global economy and Indian economy turning around we are hoping for the best.

RISKS AND CONCERNS:

Worldwide recession, U.S. Protectionism. Increasing costs

RISKS MITIGATION:

Carefully looking at the opportunities and reduction in the loss.

OPPORTUNITIES AND THREATS:

Growing IT field. Competition from low-cost competitors.

INTERNAL CONTROL SYSTEMS:

We have very good internal control system, commensurate with our size.

INDUSTRIAL RELATIONS AND HUMAN RESOURCES MANAGEMENT:

Keeping very good human relationships with the staff and maintaining contacts with the
industry.

DEVELOPMENT OF NEW PRODUCTS:

Always looking for niche areas for product developments in newer technology areas.

CAUTIONARY STATEMENT:

Competition and size restriction

52
 Certificate on Non-Disqualification of Directors
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,

I POWER SOLUTIONS INDIA LIMITED

NEW NO.17, OLD NO.7/4,
VAIGAI STREET,
BESANT NAGAR,
CHENNAI – 600090.

We have examined the relevant registers, records, forms, returns and disclosures received from the

Directors of I Power Solutions India Limited CIN L72200TN2001PLC047456 having its registered

office at NEW NO.17, OLD NO.7/4, VAIGAI STREET, BESANT NAGAR, CHENNAI TN 600090 IN

(hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of

issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub-clause

10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, for the year ended 31st March 2024.

In our opinion and to the best of our information and according to the verifications (including Directors

Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and

explanations furnished to us by the Company and its officers, we hereby certify that none of the

Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2024

have been debarred or disqualified from being appointed or continuing as Directors of companies by

the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory

Authority.

53
S. No Name of Director Designation DIN Date of Original

Appointment in

Company

1 MR. RAJENDRA NANIWADEKAR Managing Director 00032107 11/08/2022

2 MR. VENUGOPALAN PARANDHAMAN Director 00323551 29/06/2000

3 MR. PUNUKOLLU KODANDA RAMBABU Independent Director 00069047 11/08/2022

4 MR. NARESH KUMAR BHATT Independent Director 00138618 11/08/2022

5 MRS. SUJATA JONNAVITTULA Independent Director 07014640 11/08/2022

The Company has obtained exemption under Regulation 15(2) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, thus complying wi..th Regulation 17-27 and clauses (b) to

(i) and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply.

Ensuring the eligibility of the appointment/continuity of every Director on the Board is the

responsibility of the management of the Company. Our responsibility is to express an opinion on these

based on our verification. This certificate is neither an assurance as to the future viability of the

Company nor of the efficiency or effectiveness with which the management has conducted the affairs

of the Company.

Place: Chennai FOR LAKSHMMI SUBRAMANIAN AND ASSOCIATES

Date: 23-07-2024 sd/-
Swetha Subramanian
Partner
FCS No. F10815
C.P No.12512
Peer Review Certificate No.1670/2022
UDIN: F010815F001031087

54
 INDEPENDENT AUDITORS’ REPORT

May 09, 2024

The Members
IPOWER SOLUTIONS INDIA LIMITED
Chennai

Report on the Standalone Ind AS Financial Statements

Opinion:

We have audited the accompanying Ind AS Financial Statements of IPOWER SOLUTIONS

INDIA LIMITED (“the Company”) which comprises the Balance Sheet as at March 31, 2024,
the Statement of Profit and Loss (including Other Comprehensive Income), Statement of
Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to
the Ind AS Financial Statements, including a summary of significant accounting policies and
other explanatory information.

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid Ind AS Financial Statements give the information required by the Act in
the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India including the Ind AS,

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March,
2024 ;
b) in the case of Statement of Profit and Loss, of the Loss for the year then ended ;
c) in the case of Cash Flow Statement, of the cash flows of the Company for the
year ;
d) in the case of Statement of Changes in Equity, of the changes in Equity, for the year
ended on that date.

Basis for Opinion:

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the `Auditor’s Responsibilities for the Audit of the Ind AS
Financial Statements’ section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the Standalone Ind
AS financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

55
Key Audit Matters:

Key Audit Matters are those matters that, in our professional judgment, were of most
significance in our audit of the Ind AS financial statements of the current period. During the
current year, the company had very minimal turnover relating to ITES services which are
one off items and are not contractual. The Company has Capital Work-in-Progress towards
development of a Portal and the amount spent upto 31-03-2024 was Rs. 4,30,62,958/-. The
project is in progress for over last 3 years. These matters were addressed in the context of
our audit of the Ind AS Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

Responsibility of Management for the Ind AS Financial Statements:

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS
financial statements that give a true and fair view of the Balance Sheet (financial position),
Profit or Loss (financial performance including Other Comprehensive Income), Cash Flows
and Changes in Equity of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed
under section 133 of the Act.

This responsibility also includes 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 frauds and other irregularities; selection and application of
appropriate accounting policies ; making judgments and estimates that are reasonable and
prudent ; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Ind AS financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so. Those Board of Directors are also responsible for overseeing the company’s financial
reporting process.

Auditor’s Responsibility for the Audit of the Ind AS Financial Statements:

Our responsibility is to express an opinion on these Ind AS Financial Statements based on

our audit.

We have taken into account the provisions of the Act, the Indian accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS Financial Statements in accordance with the
Standards on Auditing specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit to obtain

56
reasonable assurance about whether the Ind AS financial statements are free from material
misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the Ind AS financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the Ind
AS financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Company’s preparation of the
Ind AS financial statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Company’s Directors, as well as evaluating the overall presentation
of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the Ind AS Financial Statements.

Report on Other Legal and Regulatory Requirements:

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we enclose in the “Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive
income), the Cash Flow Statement and Statement of Changes in Equity dealt with by
this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian
Accounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the Directors as on 31st
March, 2024 taken on record by the Board of Directors, none of the Directors is
disqualified as on 31st March, 2024 from being appointed as a Director in terms of
Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our

57
 opinion and to the best of our information and according to the explanations given to
us:

1) The Company has disclosed the impact of pending litigations on its

financial position in its Ind AS financial statements – Refer Note 16
(Continent Liabilities) to the Ind AS Financial Statements.

2) Provision relating to Material Foreseeable Losses on Long-Term Contracts –

Not Applicable. The company neither entered into any derivative contract
during the year nor have any outstanding derivative contract at the year end.

3) The company does not have any funds that are required to be transferred, to
the Investor Education and Protection Fund.

4) Based on our audit procedures which we considered reasonable and

appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the various matters mentioned in `Disclosures of
other Statutory Information’ annexed to the Notes to accounts, contain any
material mis-statement.

5) The company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.

6) Provisio to Rule 3(1) of the Companies (Accounts) Rules, 2014 and Reporting
under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 - Based on
our examination, which included test checks, the company had used an
accounting software – Tally ERP 9 – for maintaining its books of account
which does not have a feature of recording audit trail (edit log) facility for the
financial year ended March 31, 2024.

For ANANT RAO & MALLIK

Chartered Accountants
Firm Regn. No. 006266S

Sd/-
V ANANT RAO
Partner
Membership No. 022644
UDIN: 24022644BKANSF1436

58
 Annexure - A to the Independent Auditors’ Report

The Annexure referred to in Paragraph 1 under the heading of “Report on Other

Legal and Regulatory Requirements” of our report of even date to the members of
IPOWER SOLUTIONS INDIA LIMITED for the year ended 31st March, 2024 :

We report that :
(i) With respect to Property, Plant and Equipment :

(a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of Property, Plant and
Equipment which needs to be updated.
The Company does not have any Intangible Assets.

(b) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, the Property,
Plant and Equipment have not been physically verified by the
management during the year.

(c) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, the company
does not hold any immovable properties.

(d) The Company has not revalued its Property, Plant and Equipment during the
year.

(e) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, no proceedings
have been initiated or are pending against the company under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made
thereunder.

(ii) (a) According to the information and explanations given to us and on the
basis of our
Examination of the records of the Company, the company is in the
business of
Developing and providing software and allied services and does not
have any
Physical inventories. As such clause 3(ii) of the said Order is not applicable
to the
Company.

(iii) According to the information and explanations given to us and on the basis of
our examination of the records of the company, the company had not made
any investments in or provided any guarantee or security or granted any
loans or advances in the nature of loans to companies, firms or LLP’s or any
other parties during the year.

(iv) According to the information and explanations given to us, the provisions of

59
 clause 3(iv) of the said Order are not applicable to the Company as there were
no such instances as mentioned in point 3(iii) above.

(v) The Company has not accepted fixed deposits from its shareholders and
General Public as per the information and explanations given to us. As such,
clause 3(v) of the said Order is not applicable to the company.

(vi) The maintenance of cost records has not been specified by the Central
Government under section 148(1) of the Companies Act, 2013 for the business
activities carried on by the company. As such clause 3(vi) of the said Order is
not applicable to the Company.

(vii) With respect to Statutory Dues :

(a) According to the information and explanations given to us and the records of
the Company examined by us, the Company is generally regular in
depositing the undisputed statutory dues including Income-tax, Goods and
Services Tax and other material statutory dues as applicable to it, with the
appropriate authorities and there were no undisputed statutory dues
outstanding as at 31st March, 2024 for a period exceeding six months from the
date they became payable. The company is not registered with PF and ESI
authorities as they are not applicable to the company at present.

(b) According to the information and explanations given to us and the records of
the Company examined by us, there are no disputed statutory dues which
have not been deposited as at 31st March 2024.

(viii) On the basis of our examination of records and according to the information and
explanations given to us, the Company does not have any transactions which are
referred to in clause (viii) of para 3 referred to in the said Order.

(ix) (a) In our opinion and according to the information and explanations given to
us the
Company has not availed any Loans from Banks, Financial Institutions
and
Government.

(b) Clauses 3(ix) (a) and (f) referred to in the said Order are not applicable.

(x) In our opinion and according to the information and explanations given to us,
the Company has not raised any monies by way of initial public offer or further
public offer during the year. The company has also not made any preferential
allotment or private placement of shares or convertible debentures during the year.
Therefore, clause (x) of paragraph 3 of the said order is not applicable to the
Company.

(xi) In our opinion and according to the information and explanations given to us, no
fraud by the Company or on the Company by its officers / employees / whistle

60
 blowers has been noticed or reported during the year. Therefore, clauses (xi) (a) to
(xi) (c) of paragraph 3 of the said order are not applicable to the Company.

(xii) The Company is not a Nidhi Company. Therefore, clauses (xii)(a) to (xii)(c) of
paragraph 3 of the said order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are
in compliance with sections 177 and 188 of the Act, where applicable, and details of
such transactions have been disclosed in the Ind AS financial statements as required
by the applicable accounting standards.

(xiv) (a) We are informed that the Company did not have an Internal Audit System as
the operations are very minimal.

(xv) According to the information and explanations given to us and based on our
examination of the records of the Company, the company has not entered into
any non-cash transactions with directors or persons connected with them and as
such the provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) According to the information and explanations given to us and based on our
examination of the records of the Company, the company is not required to be
registered under Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934).
Therefore, clauses (xvi)(a) to (xvi)(d) of paragraph 3 of the said order is not
applicable to the Company.

(xvii) According to the information and explanations given to us and based on

our examination of the records of the Company, the Company has incurred
cash losses in this financial year (FY 2023-24) and the previous financial year (FY
2022-23).

(xviii) There has been no resignation by the Statutory Auditors of the company during
the year and as such provisions of clause (xviii) of paragraph 3 of the said order
is not applicable to the Company.

(xix) According to the information and explanations given to us and based on our
examination of the records of the Company, the information accompanying the
financial statements, our knowledge of the Board of Directors and the management
plans, no material uncertainty exists as on the date of the audit report and
the company is capable of meeting its liabilities existing at the date of balance sheet
as and when they fall due within a period of one year from the balance sheet date.

(xx) According to the information and explanations given to us and based on our
examination of the records of the Company, the company does not have any
on-going projects or other projects and as such provisions of clause (xx) (a) and (b)
of paragraph 3 of the said order are not applicable to the Company.

61
(xxi) Clause 3(xxi) of the said Order is not applicable to the company as it does not
have any subsidiaries.

For ANANT RAO & MALLIK

Chartered Accountants
Firm Regn.No. 006266S

Sd/-
V.ANANT RAO
Partner
Membership No. 022644

62
 Annexure – B to the Independent Auditor’s Report

The Annexure referred to in Paragraph 2 (f) under the heading of “Report on

Other Legal and Regulatory Requirements” of our report of even date to the
members of IPOWER SOLUTIONS INDIA LIMITED for the year ended 31st
March, 2024 :

Report on the Internal Financial Controls Over Financial Reporting under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of IPOWER
SOLUTIONS INDIA LIMITED (“the Company”) as of March 31, 2024 in conjunction
with our audit of the Ind AS financial statements of the Company for the year
ended on that date.

Management’s Responsibility for Internal Financial Controls :

The Company’s management is responsible for establishing and maintaining

internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India
(‘ICAI’). These responsibilities include the design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to company’s
policies, 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, as required under the Companies Act,
2013.

Auditors’ Responsibility :

Our responsibility is to express an opinion on the Company's internal financial

controls over financial reporting based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued
by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,
2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the Institute
of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material
respects.

63
 Our audit involves performing procedures to obtain audit evidence about the
adequacy of the internal financial controls system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on
the assessed risk. The procedures elected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the standalone Ind
As financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Company’s internal financial controls
system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting :

A company's internal financial control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of standalone Ind AS financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that
:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company ;

(2) Provide reasonable assurance that transactions are recorded as necessary to

permit preparation of standalone Ind As financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorisations of
management and directors of the company ; and

(3) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting :

Because of the inherent limitations of internal financial controls over financial

reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

64
Opinion :

In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2024,
based on “the internal control over financial reporting” criteria established by the
Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.

For ANANT RAO & MALLIK

Chartered Accountants
Firm Regn No. 006266S

Sd/-
V.ANANT RAO
Partner
Membership No. 022644

65
 M/S iPOWER SOLUTIONS INDIA LIMITED
CIN: L72200TN2001PLC047456
NEW NO.17, OLD NO.7/4, VAIGAI STREET, BESANT NAGAR
CHENNAI, TAMILNADU - 600090

STANDALONE BALANCE SHEET AS AT 31-03-2024

31-03-2024 31-03-2023
Particulars Note No.
Rs. Rs.
ASSETS

1. Non Current Assets :

a) Property, Plant and Equipment 1 4 1,26,533
b) Capital Work In Progress 2 4,30,62,958 4,30,62,958
c) Deferred Tax Asset 1,09,989 96,503

2. Current Assets :
a) Financial Assets :
i) Trade Receivables 3 - -
ii) Cash and Cash Equivalents 4 41,547 1,17,652
iii) Short Term Loans & Advances 5 - -
iv) Other Current Assets 6 3,61,460 3,10,883

TOTAL 4,35,75,958 4,37,14,529

EQUITY AND LIABILITIES

EQUITY :
a) Equity Share Capital 7 4,44,90,000 4,44,90,000
b) Other Equity 8 (34,72,919) (18,86,514)

LIABILITIES :
1. Non Current Liabilities :
a) Long Term Borrowings 9 24,66,878 10,25,443

2. Current Liabilities :
a) Trade Payables 10 - -
b) Short Term Provisions 11 92,000 85,600

TOTAL 4,35,75,958 4,37,14,529

for ANANT RAO & MALLIK FOR AND ON BEHALF 0F BOARD

Chartered Accountants
FRN: 006266S Sd/-
RAJENDRA NANIWADEKAR
Sd/- Director
V ANANT RAO DIN : 00032107
Partner
Membership No: 022644
Sd/-
Date: 09-05-2024 VENUGOPALAN PARANDHAMAN
UDIN: 24022644BKANSF1436 Director
DIN : 00323551

66
 M/S. iPOWER SOLUTIONS INDIA LIMITED
CIN: L72200TN2001PLC047456
NEW NO.17, OLD NO.7/4, VAIGAI STREET, BESANT NAGAR
CHENNAI, TAMILNADU - 600090

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31-03-2024

2023-24 2022-23
Particulars Note No.
Rs. Rs.
INCOME :
I Revenue from Operations 12 - 7,55,387
II Other Income 13 12,600 32,290

III Total Revenue ( I + II ) 12,600 7,87,677

IV EXPENDITURE :
a) Cost of Inputs - -
b) Employees Benefits Expenses 14 1,80,000 8,03,581
c) Finance Costs 15 2,642 28,035
d) Depreciation On Fixed Assets 1 1,26,529 6,72,985
e) Other Expenses 16 13,03,319 16,93,334

Total Expenses 16,12,491 31,97,935

V PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (III - IV) (15,99,891) (24,10,258)
VI Less : Exceptional Items :
Prior Period Expenses - Audit Fee - 82,600

VII PROFIT BEFORE TAX (V - VI) (15,99,891) (24,92,858)

VIII Tax Expense :

a) Current Tax - Current Year - -
b) Income Tax - Earlier Year - -
c) Deferred Tax (13,487) (1,52,141)

IX PROFIT AFTER TAX (VII - VIII) (15,86,404) (23,40,718)

(from continuing operations)

X Other Comprehensive Income - -

( Items that will not be reclassified to Profit or Loss)

Total Comprehensive Income for the period (Comprising

XII Profit (Loss) and Other Comprehensive Income for the IX+X (15,86,404) (23,40,718)
period)

XI Earnings Per Share :

a) Basic (0.357) (0.526)
b) Diluted (0.357) (0.526)

Significant Accounting Policies and Notes A&B

to the Financial Statements
The accompanying notes are an integral part of the financial statements

for ANANT RAO & MALLIK

Chartered Accountants FOR AND ON BEHALF 0F BOARD
FRN: 006266S
Sd/-
Sd/- RAJENDRA NANIWADEKAR
V ANANT RAO Director
Partner DIN : 00032107
Membership No: 022644

Date: 09-05-2024 Sd/-

UDIN: 24022644BKANSF1436 VENUGOPALAN PARANDHAMAN
Director
DIN : 00323551

67
 M/s. iPOWER SOLUTIONS INDIA LIMITED
Standalone Cash Flow Statement for the Year Ended 31-03-2024

2023-24 2022-23
Particulars

Rs. Rs.

A. Cash Flow from Operating Activities

Net Profit / (Loss) before Tax (15,99,891) (24,92,858)
Adjustments for:
Depreciation 1,26,529 6,72,985
Finance Cost 2,642 28,035
Operating Profit before Working Capital Changes (14,70,719) (17,91,838)

Decrease / (Increase) in Trade Receivables - 8,04,509

Decrease / (Increase) in Short Term Loans And Advances - 47,000
Decrease / (Increase) in Other Current Assets (50,577) (1,04,015)
Increase / (Decrease) in Trade Payables - -
Increase / (Decrease) in Short Term Provisions 6,400 (36,332)
Cash generated from Operating Activities (15,14,896) (10,80,676)
Income Tax Paid - -
Net Cash Flow from Operating Activities (15,14,896) (10,80,676)

B. Cash Flow from Investing Activities :

Acquisition of Fixed Assets - -
Changes in Investments - -

Net Cash Flow from Investing Activities - -

C. Cash Flow from Financing Activities :

Increase / (Decrease) in Long Term Borrowings 14,41,435 10,25,443
Equity Shares Issued - -
Decrease in Capital Work-in-Progress - -
Finance Costs (2,642) (28,035)

Net Cash Flow from Financing Activities 14,38,793 9,97,408

Net Increase/(decrease) in Cash and Cash Equivalents (A+B+C) (76,105) (83,268)

Opening Cash and Cash Equivalents 1,17,652 2,00,920
Closing Cash and Cash Equivalents 41,547 1,17,652

Notes:
1 The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 (Ind As 3)
'Cash Flow Statements' notified by the Central Govt under Companies (Accounting Standards) Rules, 2006.

2 Previous year figures have been regrouped / rearranged, wherever necessary to conform to the current period classification.

for ANANT RAO & MALLIK

Chartered Accountants FOR AND ON BEHALF 0F BOARD
FRN : 006266S
Sd/-
Sd/- RAJENDRA NANIWADEKAR
V ANANT RAO Director
Partner DIN : 00032107
Membership No : 022644

Date: 09-05-2024 Sd/-

UDIN: 24022644BKANSF1436 VENUGOPALAN PARANDHAMAN
Director
DIN : 00323551

68
 IPOWER SOLUTIONS INDIA LIMITED
(FY 2023-24)

Note No. 1
PROPERTY, PLANT AND EQUIPMENT :

The Changes in the carrying value of Property, Plant and Equipment for the
year ended 31-03-2024 are as follows :
(Amount in Rs.)
Furniture & Office Electrical Computers &
Particulars Total
Fixtures Equipment Equipment Software
Rate 10% 10% 15% 40%

Gross carrying value 18,06,400 11,92,470 3,37,692 52,11,892 85,48,455

as at April 1, 2023

Additions - - - - -
Deletions - - - - -

Gross carrying value 18,06,400 11,92,470 3,37,692 52,11,892 85,48,455

as at March 31, 2024

Accumulated Depreciation 17,42,537 11,29,802 3,37,691 52,11,891 84,21,922

as at April 1, 2023

Depreciation 63,862 62,667 - - 1,26,529

Accumulated Depreciation on
Deletions - - - - -

Accumulated Depreciation 18,06,399 11,92,469 3,37,691 52,11,891 85,48,451

as at March 31, 2024

Carrying value as at 63,863 62,668 1 1 1,26,533

as at April 1, 2023

Carrying value as at 1 1 1 1 4
as at March 31, 2024

The Changes in the carrying value of Property, Plant and Equipment for the
year ended 31-03-2023 are as follows :
(Amount in Rs.)
Furniture & Office Electrical Computers &
Particulars Total
Fixtures Equipment Equipment Software
Rate 10% 10% 15% 40%

Gross carrying value 18,06,400 11,92,470 3,37,692 52,11,892 85,48,455

as at April 1, 2022

Additions - - - - -
Deletions - - - - -

Gross carrying value 18,06,400 11,92,471 3,37,693 52,11,892 85,48,456

as at March 31, 2023

Accumulated Depreciation 15,61,897 10,10,556 3,26,326 48,50,159 77,48,936

as at April 1, 2022

Depreciation 1,80,640 1,19,247 11,366 3,61,733 6,72,985

Accumulated Depreciation on
Deletions - - - - -

Accumulated Depreciation 17,42,537 11,29,803 3,37,691 52,11,891 84,21,922

as at March 31, 2023

Carrying value as at 2,44,503 1,81,915 11,367 3,61,733 7,99,518

as at April 1, 2022

Carrying value as at 63,863 62,668 1 1 1,26,534

as at March 31, 2023

69
 M/S. iPOWER SOLUTIONS INDIA LIMITED
CIN: L72200TN2001PLC047456
NEW NO.17, OLD NO.7/4, VAIGAI STREET, BESANT NAGAR
DEPRECIATION FOR THE YEAR FY 2023-24 / AY 2024-25
1.1 Property, Plant & Equipment

Gross Block Depreciation On SLM Net Block

Sl.
Description As at Date of Deduction / As at As at Useful Rate For the Deletions Upto As at As at
No.
01-04-2023 Additions Addition Adjustments 31-03-2024 01-04-2023 Life % year 31-03-2024 31-03-2024 31.03.2023
TANGIBLE ASSETS :
A. FURNITURES & FIXTURES 18,06,400 18,06,400.13 17,42,536.68 10.00 0.10 63,862.38 - 18,06,399 1 63,863

B. OFFICE EQUIPMENTS 11,92,470 11,92,470.42 11,29,802.46 10.00 0.10 62,667.04 - 11,92,470 1 62,668

C. ELECTRICAL EQUIPMENTS 3,37,692 3,37,692.00 3,37,691.39 2.50 0.15 - - 3,37,691 1 1

D. COMPUTER & SOFTWARE 52,11,892 52,11,892.45 52,11,891.45 6.50 0.40 - - 52,11,891 1 1

TOTAL 85,48,455 - - 85,48,455.00 84,21,921.99 1,26,529.43 - 85,48,451 4 1,26,533

FY 2022-23 85,48,455 - 85,48,455.00 77,48,937.00 6,72,985.00 84,21,922.00 1,26,533.00 7,99,518.00

70
 M/S. iPOWER SOLUTIONS INDIA LIMITED
NEW NO.17, OLD NO.7/4, VAIGAI STREET, BESANT NAGAR
CHENNAI, TAMILNADU - 600090

B. NOTES TO THE FINANCIAL STATEMENTS :

2 Capital Work In Progress:

Particulars 31-03-2024 31-03-2023

Rs. Rs.

a) Web Portal, Research & Development 4,30,62,958 4,30,62,958

4,30,62,958 4,30,62,958

3 Trade Receivables :

Particulars 31-03-2024 31-03-2023

Rs. Rs.

Sundry Debtors :
(Unsecured and Considered good unless otherwise stated)
- Debts Outstanding for a period exceeding six months - -
- Other Debts - -

- -

4 Cash and Cash Equivalents :

Particulars 31-03-2024 31-03-2023

Rs. Rs.

a) Balances with Banks :

- Bank of Maharashtra - Current Account 16,022 78,038
- Bank of Maharashtra STP - Current Account - 10,768
- Indian Bank - Current Account 21,748 21,748

b) Cash on Hand 3,777 7,098

41,547 1,17,652

5 Short Term Loans & Advances :

Particulars 31-03-2024 31-03-2023

Rs. Rs.

a) Short Term Advances to Others - -

- -

6 Other Current Assets :

Particulars 31-03-2024 31-03-2023

Rs. Rs.

a) GST Input Tax Credits 3,61,460 3,10,883

3,61,460 3,10,883

71
 IPOWER SOLUTIONS INDIA LIMITED

8 Statement of Changes in Equity for the year ended 31 March 2024

(All amounts in Indian Rupees , except share data and where otherwise stated)

Equity Share Capital :

Balance at the
Changes in equity Balance at the end of
beginning of the
Particulars share capital during the reporting period
reporting period
the year 31-03-2024
01-04-2023
44,49,000 Equity Shares of Rs. 10/- each - Issued, 4,44,90,000 - 4,44,90,000
Subscribed and Fully Paid-up

Previous Year (2022-23) : 01-04-2022 31-03-2023

44,49,000 Equity Shares of Rs. 10/- each - Issued, 4,44,90,000 - 4,44,90,000
Subscribed and Fully Paid-up

8 Other Equity :
Reserves and Surplus
Surplus/Deficit in
Securities Premium Total
Statement of Profit &
Loss
Balance as at April 1, 2022 - 4,54,203 4,54,203
Profit / (Loss) for the Year - (23,40,718) (23,40,718)
Other Compressive Income / (Loss) - - -
Balance as at March 31, 2023 - (18,86,514) (18,86,514)

Balance as at April 1, 2023 - (18,86,514) (18,86,514)

Profit / (Loss) for the Year - (15,86,404) (15,86,404)
Other Compressive Income / (Loss) - - -
Rounding off Difference (1)
Balance as at March 31, 2024 - (34,72,919) (34,72,919)

Total Other Equity - (34,72,919) (34,72,919)

72
7 Equity Share Capital :

31-03-2024 31-03-2023
Particulars
Rs. Rs.
Authorized :
a) Equity Share Capital :
50,00,000 Equity Shares of Rs. 10/- each 5,00,00,000 5,00,00,000

Total 5,00,00,000 5,00,00,000

Issued, Subscribed and Paid-up :

a) Equity Share Capital
44,49,000 Equity Share of Rs. 10/- each 4,44,90,000 4,44,90,000

Total 4,44,90,000 4,44,90,000

7.1 Reconcilation of Number of Shares :

31-03-2024 31-03-2023
Reconciliation of number of shares
Rs. Rs.
Equity Shares :
Opening balance 44,49,000 44,49,000
* Issued during the year - -
Closing Balance 44,49,000 44,49,000

44,49,000 44,49,000

7.2 The following is the list of the shareholders holding more than 5% Equity Shares :

31-03-2024 31-03-2023
Name of the Shareholder No. of Shares % age No. of Shares % age

Equity Shares :
a) Sri Rajendra Naniwadekar 27,43,927 61.68 27,43,927 61.68
b) Sri Venugopalan Parandhaman - - - -

9 Long Term Borrowings :

31-03-2024 31-03-2023
Particulars
Rs. Rs.

a) Loans From Directors 24,66,878 10,25,443

24,66,878 10,25,443

10 Trade Payables :

31-03-2024 31-03-2023
Particulars
Rs. Rs.

a) Creditors for Expenses - -

- -

73
11 Short Term Provisions :

31-03-2024 31-03-2023
Particulars
Rs. Rs.

a) Provisions for Expenses :

- Audit Fee Payable 70,000 82,600
- Salaries Payable 15,000 -
- TDS Payable 3,000 3,000
- Professional & Consultancy Charges Payable 4,000 -
- Other Sundry Liabilities - -

b) Current Income Tax - -

92,000 85,600

12 Revenue From Operations :

2023-24 2022-23
Particulars
Rs. Rs.

a) Web / Software Maintenance Exports - 5,51,387

b) Sale Of Services - 2,04,000

- 7,55,387

13 Other Income :

2023-24 2022-23
Particulars
Rs. Rs.

a) Sundry Balances Written Back 12,600 32,290

12,600 32,290

14 Employee Benefits Expenses :

2023-24 2022-23
Particulars
Rs. Rs.

a) Salaries to Staff, Staff Welfare and Other Staff Expenses 1,80,000 8,03,581

1,80,000 8,03,581

74
15 Finance Costs:

2023-24 2022-23
Particulars
Rs. Rs.

a) Bank Charges 2,642 5,185

b) Foreign Exchange Fluctuations - 22,850

2,642 28,035

16 Other Expenses :

2023-24 2022-23
Particulars
Rs. Rs.

a) Advertisement & Business Promotion 63,660 1,31,060

b) AGM Expenses - 14,547
c) Office Maintenance - 1,180
d) Payment To Auditors :-
i) Statutory Audit Fee 70,000 87,500
ii) Internal Audit Fees 10,000 10,000

e) Professional and Consultancy Service Charges 6,74,800 6,02,350

f) Power and Electricity - 3,674
g) Printing and Stationery 44 11,884
h) Postage and Courier 23,993 2,775
i) Share Transfer / Listing Fee / Maintainence Expenses 4,28,602 3,93,984
j) Traveling and Conveyance - 9,300
k) Telephone, Domain And Internet Expenses 26,812 67,748
l) MCA & IEC Filing Fees 5,408 56,445
m) GST Filing Charges - 13,600
n) Repairs And Maintanance Charges - 30,965
o) Legal Expenses - 2,50,000
p) Pooja Expenses - 3,255
q) Membership Fees - 3,068
r) Miscellaneous Expenses - -

13,03,319 16,93,334

17 Contingent Liabilities : NIL

18 a) There were no employees drawings remuneration in excess of the limits laid down in Section 197 of the
Companies Act, 2013.

19 Additional Information : 2023-24 2022-23

Rs. Rs.
a) Foreign Exchange Inflow / Outflow : Revenue - 5,51,387

20 RELATED PARTY DISCLOSURES :

i) Key Management Personnel : 1. Sri Rajendra Naniwadekar - Director

2. Sri Venugopalan Parandhaman - Director

ii) Related Party Transactions :

Nature of Transactions Related Party 2023-24 2022-23

Unsecured Loan Received Sri Rajendra Naniwadekar 24,66,878 10,21,023

75
 Unsecured Loan Received Sri Venugopalan Parandhaman - 4,420
Capital Work-in-Progress | Sri Venugopalan Parandhaman - -
taken over by him |

21 Earnings Per Share (EPS) :

Earnings per Share is calculated in accordance with Indian Accounting Standard 33 - `Earnings per Share'

Particulars 2023-24 2022-23

Rs. Rs.

a) Profit / (Loss) after Tax (15,86,404) (23,40,718)

b) Equity shares at the end of the Year 44,49,000 44,49,000
c) Weighted Average Number of Equity Shares 44,49,000 44,49,000
d) Diluted Number of Equity Shares 44,49,000 44,49,000

e) Earnings per Share - Basic (Rs.) (0.357) (0.526)

- Diluted (Rs.) (0.357) (0.526)

22 Dues to Micro, Small and Medium Enterprises outstanding NIL NIL

for more than 45 days as at Balance Sheet date NIL NIL

23 Payments to Auditors :
2023-24 2022-23
Rs. Rs.
- For Statutory Audit 70,000 87,500
( for Audit & Taxation matters )

24 Analytical Ratios : See Annexure

25 Disclosure of other Statutory Information : See Annexure

26 Deferred Tax has been provided on the timing differences.

27 All figures are mentioned in INR rounded off to the nearest rupee.

28 Previous year's figures have been regrouped wherever necessary.

SIGNATURES TO SIGNIFICANT ACCOUNTING

POLICIES AND NOTES TO ACCOUNTS

Sd/-
RAJENDRA NANIWADEKAR
Director
DIN : 00032107

Sd/-
VENUGOPALAN PARANDHAMAN
Director
DIN : 00323551

76
 IPOWER SOLUTIONS INDIA LIMITED
(FY 2023-24)

NOTE 25:

ANNEXURE TO NOTES TO ACCOUNTS:

DISCLOSURE OF OTHER STATUTORY INFORMATION:

1. The Company does not have any Benami property, where any proceeding has been
initiated or pending against the Company for holding any Benami property.

2. The Company does not have any charges or satisfaction of charges which is yet to be
registered with ROC beyond the statutory period.

3. The Company has not traded or invested in Crypto currency or Virtual Currency during
the financial year.

4. The Company has not received any fund from any person(s) or entity(is), including
foreign entities (Funding Party) with the understanding (whether recorded in writing or
otherwise) that the Company shall : (a) directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

5. Company has not advanced or loaned or invested funds to any other person(s) or
entity(is), including foreign entities (Intermediaries) with the understanding that the
Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.

6. The Company does not have any transaction which is not recorded in the books of
accounts that has been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961.

7. The Company is not declared as willful defaulter by any bank or financial institution (as
defined under the Companies Act, 2013) or consortium thereof or other lender in
accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

77
8. Compliance with the number of layers for its holding in downstream companies :
The Company does not have any downstream subsidiary companies.

9. The Company has not revalued any of its Property, Plant and Equipment (including
Right-of-Use Assets) during the year.

10. The company is not having any transactions with companies struck off under section 248
of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

78
 IPOWER SOLUTIONS INDIA LIMITED

SIGNIFICANT ACCOUNTING POLICIES

(FY 2023-24)

Basis of preparation

Standalone financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time).

The standalone financial statements have been prepared on the historical cost basis, except for
following assets and liabilities which have been measured at fair values.

 Derivative Financial Instruments

 Certain financial assets measured at fair value (refer accounting policy regarding financial
instruments).

In addition, the carrying values of assets and liabilities designated as hedged items are recognized at
fair value.

The standalone financial statements are presented in INR (₹) and all the values are rounded off to the
nearest rupees except when otherwise indicated.

Business Combinations

The Company accounts for its business combinations under acquisition method of accounting.
Acquisition related costs are recognized in the statement of profit and loss as incurred. The acquiree’s
identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are
recognized at their fair values at the acquisition date.

Purchase consideration paid in excess of the fair value of net assets acquired is recognised as
goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after
reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as
capital reserve.

Business combinations arising from transfers of interests in entities that are under the common
control are accounted using pooling of interest method. The difference between any consideration
given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are
recorded in shareholders’ equity.

Use of Estimates, Assumptions And Judgements

The preparation of the standalone financial statements in conformity with Ind AS requires the
management to make estimates, judgements and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities on the date of the standalone
financial statements and the reported amounts of revenues and expenses for the year reported. Actual

79
results could differ from those estimates. Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are
revised and future periods are affected.

Key source of estimation of uncertainty as at the date of standalone financial statements, which may
cause a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, is in respect of the following :

 Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed-price
contracts. Use of the percentage-of completion method requires the Company to estimate the
efforts or costs expended to date as a proportion of the total efforts or costs to be expended. Efforts
or costs expended have been used to measure progress towards completion as there is a direct
relationship between input and productivity. Provisions for estimated losses, if any, on
uncompleted contracts are recorded in the period in which such losses become probable based on
the expected contract estimates at the reporting date.

 Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal and its value in use.
The fair value less costs of disposal calculation is based on available data from binding sales
transactions, conducted at arm’s length, for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a DCF model.
The cash flows are derived from the forecast for future years. These do not include restructuring
activities that the Company is not yet committed to or significant future investments that will
enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to
the discount rate used for the DCF model as well as the expected future cash-inflows and the
growth rate used for extrapolation purposes. These estimates are most relevant to other
intangibles with indefinite useful lives recognized by the Company.

 Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most
appropriate valuation model, which is dependent on the terms and conditions of the grant. This
estimate also requires determination of the most appropriate inputs to the valuation model
including the expected life of the share option, volatility and dividend yield and making
assumptions about them.

 Taxes

The Company’s major tax jurisdictions is in India. Significant judgments are involved in
determining the provision for income taxes and tax credits, including the amount expected to be
paid or refunded.

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that future
taxable profit will be available against which the losses can be utilized.
Significant management judgement is required to determine the amount of deferred tax assets that
can be recognized, based upon the likely timing and the level of future taxable profits together
with future tax planning strategies.

80
  Defined Benefit Plans

The cost of the defined benefit gratuity plan and other post-employment benefits and the present
value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation
involves making various assumptions that may differ from actual developments in the future.

 Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet
cannot be measured based on quoted prices in active markets, their fair value is measured using
internal valuation techniques. The inputs to these models are taken from observable markets
where possible, but where this is not feasible, a degree of judgement is required in establishing
fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about these factors could affect the reported fair value of
financial instruments.

 Intangible assets under development

The Company capitalizes intangible asset under development in accordance with the accounting
policy. Initial capitalization of costs is based on management’s judgement that technological and
economic feasibility is confirmed. This is done when a product development project has reached a
defined milestone according to an established project management model. In determining the
amounts to be capitalized, management makes assumptions regarding the expected future cash
generation, discount rates to be applied and the expected tenure of benefits.

Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured, regardless of when the payment is being made.
Revenue is measured at the fair value of the consideration received or receivable, considering
contractually defined terms of payment.

Goods and Service Tax (“GST”) is not received by the Company on its own account. Rather, it is tax
collected on value added to the commodity/service rendered by the seller on behalf of the
government. Accordingly, it is excluded from revenue.
The Company derives its revenues primarily from software services & projects as well as other allied
services.

Revenues from software services & projects comprise income from time-and-material and fixed price
contracts. Revenue from time and material contracts is recognized when the services are rendered in
accordance with the terms of contracts with clients.

Revenue from fixed price contracts is recognized using the percentage-of-completion method,
calculated as the proportion of the cost of effort incurred up to the reporting date to estimated cost of
total effort.

Revenue from sale of services is shown as net of applicable discounts and pricing incentives to
customer.

Revenue is recognised only when evidence of an arrangement is obtained and the other criteria to
support revenue recognition are met, including the price is fixed or determinable, services have been
rendered, the cost incurred and cost to complete the transaction can be measured reliably and

81
collectability of the resulting receivables is probable.

Provisions for estimated losses on incomplete contracts are recorded in the year in which such losses
become probable based on the current contract estimates.

Unbilled revenue represents revenues in excess of amounts billed to clients as at the balance sheet
date. Unearned revenue represent billings in excess of revenues recognized.

Advances received for services are reported as liabilities until all conditions for revenue recognition
are met.

Interest income is recognized as it accrues in the statement of profit and loss using effective interest
rate method.

Dividend income is recognized when the right to receive the dividend is established.
Property, Plant and Equipment and Intangible assets

Property, plant and equipment are stated at the cost of acquisition or construction less accumulated
depreciation and write down for, impairment if any. Direct costs are capitalised until the assets are
ready to be put to use. When significant parts of plant and equipment are required to be replaced at
intervals, the Company depreciates them separately based on their specific useful lives.

All other repair and maintenance costs are recognised in the statement of profit or loss as incurred.
Property, plant and equipment purchased in foreign currency are recorded at cost, based on the
exchange rate on the date of purchase.

The Company identifies and determines cost of each component/ part of Property, plant and
equipment separately, if the component/ part has a cost which is significant to the total cost of the
Property, plant and equipment and has useful life that is materially different from that of the
remaining asset.

Intangible assets purchased or acquired in business combination, are measured at cost or fair value as
of the date of acquisition, as applicable, less accumulated amortisation and accumulated impairment,
if any. The amortization period and the amortization method are reviewed at least at each financial
year end. Internally developed intangible assets are stated at cost that can be measured reliably
during the development phase and capitalised when it is probable that future economic benefits that
are attributable to the assets will flow to the Company.

Gains or losses arising from de-recognition of Property, plant and equipment are measured as the
difference between the net disposal proceeds and the carrying amount of Property, plant and
equipment and are recognized in the statement of profit and loss when the Property, plant and
equipment is derecognized.

Cost of assets not ready for use at the balance sheet date are disclosed under capital work-in-progress.

Capital Work In Progress Rs. 4.30 Crore

The company has taken over the assets and liabilities of Vanavil Technology Private limited by

82
amalgamation and the scheme of amalgamation was approved by the High court order dated 21st
day of September, 2001. The Capital work in progress of the Portal assessed at Rs. 4.40 crore. Certain
WIP of small projects from Vanavil was taken over to the tune of Rs.0.13 crore and relevant
expenditure from the date of amalgamation to till date were added to this social net working
platform. The company has incurred 2.48 crores towards Capital Work in progress of this portal.
Once the portal is completed in all aspects, it will be capitalized in the books of accounts of the
company.

During the FY 2021-22, an amount of Rs. 2,71,55,306/-, being part of Capital Work-in-Progress, was
transferred to one of the Unsecured Loan Creditors. A note in this connection was mentioned to this
effect in FY 2021-22. The Capital Work-in-Progress as on 31-03-2024 was Rs. 4,30,62,958/-.

Depreciation And Amortization

Depreciation on Property, plant and equipment is calculated on a straight-line basis using the rates
arrived at, based on the useful lives estimated by the management. Intangible assets are amortised on
a straight- line basis over the estimated useful economic life.

The useful lives estimated by the management are given below:

(In years) Asset Useful life as per Companies Useful life estimated by the
Act, 2013 Management
Computer equipment 3 7-10

Furniture and fixtures 10 10-12

Lease hold improvements Not Applicable 10 or remaining primary lease

term whichever is less
Office equipment 5 7-10

Plant and equipment 15 7-10

Server and networks 6 6

Purchased / Internally As per Ind AS 38 3 to 7
developed software for self-
consumption
As per Ind AS 38 3 to 7
Internally developed software
for sale
8 7-10
Vehicles

Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right
to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Leases, where the Lessor effectively retains substantially all the risks and benefits of ownership of the
leased items are classified as operating leases. Operating lease payments are recognised in the

83
statement of profit and loss on a straight line basis over the lease term, unless the lease agreement
explicitly states that increase is because of inflation.

Leases under which the Company assumes substantially all the risks and rewards of ownership are
classified as finance leases. Such assets acquired are capitalised at the fair value of the leased asset or
the present value of the minimum lease payments at the inception of the lease, whichever is lower.

For arrangements entered into prior to 1 April 2015, the Company has determined whether the
arrangement contain lease on the basis of facts and circumstances existing on the date of transition.

Borrowing Costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the respective asset. All other borrowing costs are expensed in the period they
occur.
Impairment:

a) Financial Assets (Other Than At Fair Value)

The Company assesses at each date of balance sheet whether a financial asset or a group of
financial assets is impaired. Ind AS 109 (‘Financial Instruments’) requires expected credit losses
to be measured through a loss allowance. The Company recognises lifetime expected losses for
all contract assets and / or all trade receivables that do not constitute a financing transaction.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-
month expected credit losses or at an amount equal to the life time expected credit losses if the
credit risk on the financial asset has increased significantly since initial recognition. The
Company provides for impairment upon the occurrence of the triggering event. As per the
policy, The Company provides for impairment of trade receivables (other than intercompany
receivables) outstanding more than 180 days from the date they are due for payment.

b) Non-Financial Assets

Tangible And Intangible Assets

Property, plant and equipment and intangible assets with finite life are evaluated for
recoverability whenever there is any indication that their carrying amounts may not be
recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value
less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset
does not generate cash flows that are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the cash generating unit (CGU) to which the
asset belongs.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised in the statement of profit and loss.

84
Retirement and Other Employee Benefits

Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial

valuation, which is done based on project unit credit method as at the balance sheet date. The
Company recognizes the net obligation of a defined benefit plan in its balance sheet as an asset
or liability. Gains and losses through re-measurements of the net defined benefit liability/
(asset) are recognized in other comprehensive income. In accordance with Ind AS, re-
measurement gains and losses on defined benefit plans recognized in OCI are not to be
subsequently reclassified to statement of profit and loss. As required under Ind AS compliant
Schedule III, the Company transfers it immediately to retained earnings.

The cost of Short-term compensated absences is provided for based on estimates. Long term
compensated absence costs are provided for based on actuarial valuation using the project unit
credit method. The Company presents the entire leave as a current liability in the balance sheet,
since it does not have an unconditional right to defer its settlement for 12 months after the
reporting date.

Contributions payable to recognized provident funds, which are defined contribution schemes,
are charged to the statement of profit and loss.

Share Based Payments

The Company measures compensation cost relating to share-based payments using the fair valuation
method in accordance with Ind AS 102 Share-Based Payment. Compensation expense is amortized
over the vesting period of the option on a straight line basis. The cost of equity-settled transactions is
determined by the fair value at the date when the grant is made using an appropriate valuation
model (Black-Scholesmodel).

That cost is recognised, together with a corresponding increase in share-based payment (SBP)
reserves in equity, over the period in which the performance and/or service conditions are fulfilled in
employee benefits expense. The cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and
the Company’s best estimate of the number of equity instruments that will ultimately vest.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation
of diluted earnings per share.

Foreign Currencies

Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction.
Foreign currency denominated monetary assets and liabilities are restated into the functional
currency using exchange rates prevailing on the balance sheet date.

Gains and losses arising on settlement and restatement of foreign currency denominated monetary
assets and liabilities are included in the statement of profit and loss.

The Company’s financial statements are presented in INR. The Company determines the functional
currency as INR on the basis of primary economic environment in which the entity operates.

Income Taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or

85
liability during the year. Current and deferred tax are recognised in the statement of profit and loss,
except when they relate to items that are recognised in other comprehensive income or directly in
equity, in which case, the current and deferred tax are also recognised in other comprehensive income
or directly in equity, respectively.

Current Income Tax

Current income tax for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities based on the taxable income for that period.
The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the balance sheet date.

Deferred Income Tax

Deferred income tax is recognised using the balance sheet approach. Deferred tax is recognized
on temporary differences at the balance sheet date between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes, except when the deferred income
tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is
not a business combination and affects neither accounting nor taxable profit or loss at the time
of the transaction.

Deferred income tax assets are recognized for all deductible temporary differences, carry
forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilized.

Deferred income taxes are not provided on the undistributed earnings of branches where it is
expected that the earnings of the branch will not be distributed in the foreseeable future.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to
apply in the period when the asset is realized or the liability is settled, based on tax rates (and
tax laws) that have been enacted or substantively enacted at the balance sheet date.

Effective Apr 2018, the Company has adopted Ind-AS. Due to the various constraints the
Management could not determine the Differed tax effects at the end of previous reporting
period. However, during the current reporting period the Company has evaluated the effect of
deferred taxes and made necessary adjustments to the statement of Profit & Loss and to the
Balance Sheet. Refer Note No 6.2 of the Financial statements.

Deferred tax assets include Minimum Alternative Tax (‘MAT’) paid in accordance with the tax
laws in India, which is likely to give future economic benefits in the form of availability of set
off against future income tax liability. Accordingly, MAT is recognized as deferred tax asset in
the balance sheet when the asset can be measured reliably and it is probable that the future
economic benefit associated with the asset will be realized.

Provisions And Contingent Liabilities

86
A provision is recognized when an enterprise has a present obligation (legal or constructive) as result
of past event and it is probable that an outflow embodying economic benefits of resources will be
required to settle a reliably assessable obligation. Provisions are determined based on best estimate
required to settle each obligation at each balance sheet date. If the effect of the time value of money is
material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting
obligations under a contract exceed the economic benefits expected to be received, are recognized
when it is probable that an outflow of resources embodying economic benefits will be required to
settle a present obligation as a result of an obligating event, based on a reliable estimate of such
obligation.

A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Company or a present obligation that is not recognized because it is not probable that
an outflow of resources will be required to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot be recognized because it cannot be
measured reliably. The Company does not recognize a contingent liability but discloses its existence
in the standalone financial statements.

Related Party Transactions :

The details of the transactions entered into by the Company with its Directors is provided below :

Sl.No Particulars Amount

1. V. Parandhaman
Amount Payable to him as on 31-03-2023 Rs. 4,420/-
Amount Payable to him as on 31-03-2024 NIL
2. Rajendra Naniwadekar
Inducted as director in FY 2022-23
Amount brought in by him to meet expenses in FY
2022-23. The balance due to him on 31-03-2023 Rs. 10,21,023/-
Amount Payable to him on 31-03-2024 Rs. 24,66,878/-

Earnings Per Share

The basic earnings per share is computed by dividing the net profit attributable to equity
shareholders for the period by the weighted average number of equity shares outstanding during the
period. The number of shares used in computing diluted earnings per share comprises the weighted
average shares considered for deriving basic earnings per share, and also the weighted average
number of equity shares which could be issued on the conversion of all dilutive potential equity
shares. Dilutive potential equity shares are deemed converted as of the beginning of the period,
unless they have been issued at a later date. The diluted potential equity shares have been arrived at,
assuming that the proceeds receivable were based on shares having been issued at the average market
value of the outstanding shares. In computing dilutive earnings per share, only potential equity
shares that are dilutive and that would, if issued, either reduce future earnings per share or increase

87
loss per share, are included.

Inventories

Inventory comprises of traded goods and is measured at lower of cost and net realisable value. Cost
includes cost of purchase and other costs incurred in bringing the inventories to their present location
and condition. Cost is determined on a weighted average basis. Net realisable value is the estimated
selling price in the ordinary course of business, less estimated cost necessary to make the sale.

Cash Dividend To Equity Holders Of The Company

The Company recognises a liability to make cash distributions to equity holders of the Company
when the distribution is authorised and the distribution is no longer at the discretion of the Company.
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and
interim dividends are recorded as a liability on the date of declaration by the Company's Board of
Directors.

Government Grants

The Company recognizes government grants only when there is reasonable assurance that the
conditions attached to them shall be complied with, and the grants will be received. Government
grants related to assets are treated as deferred income and are recognized in net profit in the
statement of profit and loss on a systematic and rational basis over the useful life of the asset.
Government grants related to revenue are recognized on a systematic basis in net profit in the
statement of profit and loss over the periods necessary to match them with the related costs which
they are intended to compensate.

Current Vs Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current / non-current
classification.

An asset is treated as current when:

 It is expected to be realised or intended to be sold or consumed in normal operating cycle.

 It is held primarily for purpose of trading.
 It is expected to be realised within twelve months after the reporting period.
 Cash and cash equivalents unless restricted from being exchanged or used to settle a liability
for at least twelve months after the reporting period.

All other assets are classified as non-current. A liability is treated as current when:

 It is expected to settle in the normal operating cycle.

88
  It is due to be settled within twelve months after the reporting date.
 There is no unconditional right to defer the settlement of the liability for at least twelve
months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current.

Advance tax paid is classified as non-current assets.

Our Report Attached

For ANANT RAO & MALLIK For I Power Solutions India Limited
Chartered Accountants
FRN: 006266S

Sd/-
V. ANANT RAO
Partner
M.No.: 022644

Date: 09-05-2024
UDIN: 24022644BKANSF1436

SD/- SD/-
V Parandhaman Rajendra Naniwadekar
Director Managing Director
DIN: 00323551 DIN: 00032107

89