Powerica Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors present their report together with the audited financial statements of your Company for the year ended 31^st March, 2025.

1. Financial and Operational Highlights :

Company's financial performance for the year ended March 31. 2025, is summarized below:

(Rs. in Crores)
Particulars	Standalone		Consolidated
Â	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	2,495.81	2195.07	2653.27	2210.00
Other Income	63.09	146.81	57.86	146.77
Profit before Depreciation, Finance Costs	362.79	493.70	394.34	509.24
Less : Depreciation , Finance Costs	148.41	167.71	149.88	167.82
Profit Before Tax	214.38	325.99	244.46	341.42
Less: Share of Profit (Loss) of Associate	-	-	9.03	(0.02)
Share of Proft (Loss) of Non controlling interest	Â	Â	Â	Â
Less : Tax Expenses Current Tax	84.22	73.45	92.75	73.45
Deferred Tax Charge (Credit) .	(14.16)	38.43	(14.10)	38.43
Mat Credit Entitlement of Earlier Years	2.64	0.99	2.65	0.99
Share of Profit (loss) attributable to non-controlling interest	-	-	9.01	(0.17)
Profit After Tax	141.68	213.12	163.18	228.70

Add:	Â	Â	Â	Â
Balance in Profit and Loss account	891.57	784.10	902.31	779.10
Add: Effect of common control transaction	-	-	Â	Â
Buyback of shares Tax on buyback of shares	Â	(84.94) (20.39)	Â	(84.94) (20.39)
Balance in Profit and Loss Account	891.57	678.77	902.31	673.77
Profit for the year	141.68	213.12	163.18	228.70
Other Comprehensive Income for the year	(0.71)	(0.54)	(0.52)	(0.42)
Gain due to changes in ownership interest in subsidiary without loss of control	Â	Â	6.29	0.04
Total Comprehensive Income	1,032.54	891.35	1,071.26	902.09
Acqusition of Subsidiary	-	-	-	-
Hedging Gain (Loss) transferred to Statement of Proft and Loss	Â	Â	Â	Â
Interim Dividend Paid	(0.31)	0.22	(0.31)	0.22
Balance carried to Balance Sheet	1,032.23	891.57	1,070.95	902.31

2. Performance Review:

Your Company's two main business segments i.e. Power Generating Sets and Electricity Generation from Wind Turbine Generators, Operation and Maintenance of Balance of Plant for Wind Power Projects, Balance of Plant and Other Project development activities for the development of Wind Power Projects for Customers are summarized as below:

Particulars	Year Ended (Rs. In Crores)
	As on March 31,2025	As on March 31,2024
Gross Turnover	Â
Power Generating Set Business and Service Division and Electricity Business	2,453.60	2119.43
Wind Projects	31.51	65.08

Other Operating Revenue	10.70	10.55
Total	2,495.81	2195.07

i. Power Generating Set Business & Service Division:

The power generating set business recorded gross revenue of Rs.2,252.93 crore in 2024-25 a compared to Rs.1,900.68 crore in 2023-24. The Company has successfully revived the power generatin, set business operations after the setback during covid.

ii. Power Generating Sets Business:

Powerica executed approximately 2080.13 MW power with Cummins diesel engines during the yea under review, with the supply of over 7660 DG Sets. Powerica is associated with Cummins, a leader ii engine manufacturing since inception. Currently, Powerica markets the entire range of engine manufactured by Cummins from 7.5kVA to 3750 kVA in Diesel and Gas. During the year, Company ha started execution of order from Government of India Undertaking for ten 6.3 MW medium speed largi generators being sourced from Hyundai Heavy Industries.

iii.    Electricity Generation and Other Streams of Revenues from Wind Business:a.    Generation of Electricity from Installed Wind Turbine Generators

During the Financial Year 2024-2025, the Company has generated 65.52 crore units (kWh) of electricity from its 133 nos. of Wind Turbine Generators (WTGs) at its 11 wind projects with an aggregating capacity of 279.55 MW located in the state of Gujarat, earning a revenue of Rs. 203.40 crores from selling power to the concerned State Electricity Boards (SEBs) and Solar Energy Corporation of India Limited.

iv.    Others:b.    Balance of Plant and Project Development Activities

During the Financial Year 2024-25, Powerica Limited has undertaken Project Development consultancy activities related to development of renewable power projects in Maharashtra for its customer and earned a revenue of Rs.31.51 million as compared to Rs.65.08 crores earned in the Previous Year.

c.    Carbon Credit Benefit from Wind Power Projects

During the year under review, the company traded 6272 units of VCS (Voluntary Carbon Standard) carbon credits and earned a revenue of Rs. 0.08 cr.

d.    Generation Based Incentives

In 2009, the Ministry introduced a Generation Based Incentive (GBI) Scheme for wind power projects wherein wind power projects not availing the Accelerated Depreciation (AD) benefit are eligible for GBI incentive at the rate of Rs. 0.50 per unit of power fed to the grid subject to the ceiling of Rs. 1 Crore per MW and during the year the company has achieved the aforesaid ceiling.

The Company has earned a GBI benefit of Rs. 0.16 crores during the financial year 2024-25 as compared to Rs. 3.10 crores in previous financial year 2023-2024.

v. Wind Power Generation Business:

The Company's Wind Division has expanded its horizon and the scaled of its operation with focus on as an Independent Power Producer (Operations of Wind Power Projects).

(a)    Expansion of Scale of Operation as an Independent Power Producer (iPP):

During the year under review, the company has undertaken the construction activities for 51.3 MW Wind Power Project located at Jam Khambhliya, Devbhoomi Dwarka, Gujarat awarded by Solar Energy Corporation of India (SECI) in Tranche-XVI bid. The project is expected to be commissioned by July,2025.

The company has further won the bid for 50MW from Solar Energy Corporation of India (SECI) in Tranche-XVIl bid. The said project will also get connected to the existing Manza sub-station (Gujarat) to optimise the infrastructure already created by the company in the form of Pooling Sub-station and External Transmission Line. The company has finalised the Wind Turbine Generator (WTG) supplier and the plan to commission the project before March, 2026.

The company has also planned forthe further expansion of scale of operations as an Independent Power Producer by adding 450MW by FY 2030.

(b)    Balance of Plant (BOP) O & M Activities:

The wind division of the Company is also undertaking the activity of Operation and Maintenance (O&M) of Balance of Plant (BoP) and is now maintaining BoP of 88 Wind Turbine Generators (WTGs) located in the state of Gujarat (out of which 11 WTGs in Jangi, 14 WTGs in and around Goinj (Khambhaliya), 23 WTGs in Bhatel, 19 WTGs in Gondal, Rajkot and 19 WTGs in and around Manza (Khambhaliya) which are Compnie's own machines, and balance 21 WTGs belongs to Customers in and around Jam-Khambhaliya.

During the year, the company generated an income of INR. 5.21 cr from BOP - O&M Services for the customers and generated a revenue of Rs. 10.84 crores from sale of material for the development of renewable power projects.

vi. Other Operating Revenue :

The Company has earned other operating revenue of INR 10.70 Crores during the financial year 2024-25 from leasing and export incentives etc., as compared to 10.55 Crores in the previous financial year.

3.    Consolidated Financial Statement:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 and Ind AS-110 on Consolidated Financial Statements, the consolidated financial statements is provided in the Annual Report.

4.    Position of the subsidiaries and associate companies:

(a)    Subsidiaries Companies:

•    Vartaman Wind Energy Private Limited (Wholly owned subsidiary)

•    Parmount Windfarms Private Limited (Subsidiary)

•    Powerica Renewable Infra Private Limietd (Formerly known as Airstream Windfarms Private Limited) (Subsidiary)

•    Powerica Power Systems FZE (Wholly owned subsidiary)

•    Windstride Power Private Limited (Wholly Owned Subisidiary)

(b)    Associate Company:

•    Platino Automotive Private Limited

Changes in the investment during the year made by the Company in the equity share capital of Subsidiary Companies and Associate Company is given below:

Â	Paid up Capital in Rs. (Equity Shares having face Value of Rs. 10/- each)
Name of the Company	As on 01.04.2024	Change during the year	As on 31.03.2025
Paramount Windfarms Private Limited*	1,42,00,000	69,58,000	72,42,000
Platino Automotive Private Limited**	Nil	1,00,000	1,00,000
Windstride Power Private Limited***	Nil	25,00,000	25,00,000

*Pursuant to Share Purchase Agreement dated 19^th December, 2024 entered by the Company with GE Renewable R & D India Private Ltd (GRRDIPL), Company has divested its 49% stake i.e. 6,95,800 shares of Rs.10/- each to GE Renewable R & D India Private Ltd (GRRDIPL) on 31.12.2024.

**The new wholly owned subsidiary of the Company was incorporated on 7^th October, 2024 with equity share capital of 2,50,000 equity shares of Rs. 10/- each.

***Pursuant to the Share Subscription Agreement dated 5^th April, 2024 entered by the Company with Platino Automotive Private Limited, Company has subscribed 10,000 equity shares of Face value of Rs. 10/- each through Private Placement.

The financial performance of each of the subsidiaries and Associate is included in the consolidated financial statements of your Company set out in the Annexure 1 to this Report.

5.    Amount to be carried to the Reserves:

The Board of Directors has agreed to retain the entire amount of profit for the FY 2024-2025 in the statement of profit and loss. Accordingly, no amount has been transferred to reserves.

6.    Dividend:

The Board of Directors of your company, after considering the relevant circumstances hollistically, has decided that it would be prudent, not to recommend any dividend on equity shares for the year under review.

Unpaid Dividend on Preference Shares:

As per the terms of the preference shares, the Company has paid prefrence dividend at the rate of 0.001% on face value of Rs. 10/- each on preference shares for the financial year 2023-24 to the preference shareholders on July 10, 2024. The unpaid preference dividend of Re.l has been transferred to "POWERICA LTD UNPAID PREFERENCE DIV 23-24" within specified time limit.

7.    Deposits :

The Company has not accepted or renewed any public deposits during the period under review. It has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Companies Act, 2013 and Rules made thereunder. Therefore, it is not required to furnish information in respect of outstanding deposits under non banking, non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014. During the year, the Company has not taken any loan from the Directors or their relatives.

8.    Number of Board meetings:

During the year, 5 (Five) Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The details of Board meetings are given below:

Date	Total Board Strength as on meeting date	Attendance
		No. of Directors Present	% of attendance
27th June, 2024	6	6	100
7th August, 2024	7	6	86
29th November, 2024	7	7	100
01st February, 2025	7	7	100
19th March,2025	7	6	86

9. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Naresh C. Oberoi, Chairman and Managing Director and Mr. Pradeep Gupta, Whole-time are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review, following changes have taken place in Composition of Board of Directors:

•    Mr. Naresh C. Oberoi, Chairman & Managing Director, Mr.Bharat Oberoi, Jt. Managing Director, Ms. Renu Oberoi, Whole-time Director and Mr. Pradeep Gupta, Whole-time Director was reappointed for period of 3 years w.e.f. April 01, 2024 which was approved by the members at their meeting held on March 27, 2024.

•    The term of Mr. Shailesh Shankarlal Vaidya (DIN:00002273) who was reappointed for 1 (one) year with the effect from May 24, 2023 has been completed on May 23, 2024 and he has vacated the office. ¹

•    Board of Directors at the meeting held on March 19, 2025 appointed Ms. Sowmya Chaturvedi as a Director (Non-Executive & Independent) of the Company for a period of 3 years w.e.f. April 01, 2025 to March 31, 2028 which was subject to the approval of members. The members at an Extraordinary General Meeting of the Company held on 07^th April, 2025 approved her appointment for the said period.

Following changes were occurred from the end of the financial year upto date of this report:

•    Mr. Jai Ram Oberoi (DIN: 10361810) was appointed as an Additional Director of the Company at the Board meeting held on April 30, 2025. Further, he was appointed as Whole-time Director of the Company at an Extraordinary General meeting of the Company held on May 21, 2025.

As on date of Report, Company has five Executive Directors and four Independent Directors.

10.    Declaration from independent directors:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of their Independence as laid down in Section 149(6) of the act. In the opinion of the Board, Independent Directors of the Company possesse requisite expertise, integrity and experience (including proficiency).

11.    Evaluation of Board, Committees and Directors:

Pursuant to the provision of the Act, the Board has carried out performance evaluation of its own, the Board Committees and of the Independent Directors. Independent Directors of the Company met separately on March 19,2025 to evaluate the performance of Non-Independent Directors, Board as a whole and Chairman of the Board.

12.    Committees of the Board :

As on March 31, 2025 the Board had four (4) statuory Committees i.e. Audit Committee, Nomination and Remunation Committee, Corporate Social Responsibility Committee and Management and Operational Committee. Further, the Board of Directors has constituted Internal Complaints Committee.

All the recommendation made by the said Committees during the year were accepted by the Board of Directors of the Company.

(i) Audit Committee :

The Audit Committee of Board of Directors of the Company is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Rules made thereunder.

During the Financial Year 2024-2025, Audit Committee comprised of the following members:

1)    Mr. Udaya Jena (DIN 09613584)-Chairman

2)    ¹Mr.Shailesh Vaidya (DIN 00002273) - Member (Upto May 23, 2024)

3)    Mr. Maheswar Sahu (DIN 00034051) - Member

4)    Mr. Naresh Oberoi (DIN 00009000) - Member

*Mr. Shailesh Vaidya resigned as Member of Audit Committee w.e.f. May 23, 2024 due to expiry of his term as Independent Director of the Company.

The Audit Committee met four times during the year under review. The Committee Meetings were held on June 27, 2024, August 07, 2024, November 29, 2024 and March 19, 2025 and were attended by requisite quorum.

(ii)    Nomination & remuneration committee:

The Nomination & Remuneration Committee of Board of Directors of the Company is constituted in accordance with the provisions of Section 178 of Companies Act, 2013 and Rules thereunder.

The Nomination & Remuneration Committee met twice during the year under review. The Meetings were held on June 27, 2024 and March 19, 2025 and were attended by requisite quorum.

Duringthe Financial Year 2024-2025, the Nomination and Remuneration Committee comprised of the following members:

1)    Mr.Maheswar Sahu (DIN 00034051) - Member

2) Mr. UdayaJena    (DIN 09613584) - Member

3) Mr. Sunil Lobo    (DIN 10361810)- Member (w.e.f. June 27, 2024)

4)    Mr. Naresh C. Oberoi (DIN 00009000) - Member

The Nomination and remuneration policy consist of appointment and remuneration of Directors and KMP's including criteria for determining qualifications, positive attributes, independence of a director and other matters is annexed to this report as Annexure 2.

(iii)    Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee met four times during the year under review. Committee Meetings were held on June 27, 2024, August 07, 2024, November 29, 2024 and March 19, 2025 and was attended by requisite quorum.

During the Financial Year 2024-2025, the Corporate Social Responsibility Committee comprised of the following members:

1)    Mr. Naresh C. Oberoi (DIN 00009000) - Chairman

2)    Mr. Bharat Oberoi (DIN 0083664) - Member

3)    Mr. Maheshwar Sahu (DIN 00034051) - Member

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 3 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://www.powericaltd.com/company/corporate.

(iv)    Management and Operational Committee:

As on March 31, 2025 Management and Operational Committee consisted of following:

Mr. Naresh C. Oberoi - (DIN 00009000) - Chairman Mr. Bharat Oberoi - (DIN 0083664) - Member Ms. Renu Oberoi - (DIN 00114588) - Member

The Management & Operational Committee met ten times during the year which were attended by requisite quorum.

(v)    Internal Complaints Committee (ICC):

Internal Complaints Committee (ICC) had been constituted under the provision of the POSH (Prevention of Sexual Harassment of Women at Workplace) to redress the complaints received regarding sexual harassment. The Company has also formulated Sexual Harassment Policy of prepared under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state the below:

a.    No. of complaints of sexual harassment received in the year - Nil

b.    No. of compliants disposed off during the year - Nil

c.    No. of cases pending for more than 90 days - Nil

13.    Vigil Mechanism Mechanism :

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act to report concerns about unethical behaviour. This Policy is available on the Company's website at https://www.powericaltd.com/company/corporate.

14.    Change in the Nature of Business, if any:

During the year, there has been no change in nature of business of the Company.

15.    State of the company's affairs:

The Company's affairs are being managed in a manner which ensures accountability, transparency and fairness.

16.    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 the year;

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

17.    Statement showing details of employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are as Annexure- 4.

18.    Loans, guarantees or investments :

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Act, are given in the notes to the Financial Statements.

19.    Extract of annual return:

Extract of Annual Return Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 has been disclosed on our website at: https://www.powericaltd.com/corporate/.

20.    Auditors:

• Statutory Auditors:

The members of the Company at their 40^th Annual General Meeting held on August 12, 2024 reappointed M/s. Kapoor & Parekh Associates, Chartered Accountants (FRN:104803W) for the seond term of 5 (five) years from the conclusion of 40^th AGM till the conclusion of 45^th AGM to be held in calendar year 2029.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer further the Statutory Auditor has not reported any fraud under section 143 (12) of the Companies Act, 2013.

•    Secretarial auditor:

Board of directors at their Board meeting held on August 07, 2024 appointed M/s. Mehta & Mehta, Practicing Company Secretary as a Secretarial Auditor for the year ended 2024-25.

The Secretarial Audit Report as provided by M/s. Mehta & Mehta, Practicing Company Secretary is annexed to this Report as Annexure 5.

There are no Qualifications in Secretarial Audit report issued by Company Secretary in Practice in secretarial audit report.

•    Cost auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audit) Rules, 2014, the Cost Audit record maintained by the Company, in resepct of manufacturing activities are required to be Audited.

The Cost Audit Report for the FY 2024-2025 submitted by M/s. V. J. Talati & Co., Cost Auditors is annexed to this Report as Annexure 6.

On the recommendation of the Audit Committee, Board of Directors at their meeting held on 27^th June, 2024 appointed M/s. V.J. Talati & Co., Cost and Management Accountant to audit the cost accounts of the Company on remuneration of Rs. 3,30,000/- (Plus Goods and Service Tax and reimbursement of out of pocket expense) for the FY 2024-2025 subject to ratification by the members in the general meeting. Accordingly, the same was ratified by the members at the 40^th Annual General Meeting of the Company held on 12^th August, 2024.

Further for FY 2025-2026, the Board of Directors has approved appointment M/s. V.J. Talati & Co., Cost and Management Accountant to audit the cost accounts of the Company at their meeting held on 21^st June, 2025 subject to ratification by the members in the general meeting. Accordingly, the same is being placed before the members in ensuing Annual General Meeting for ratification.

Futher, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

• Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, Company has appointed M/s. DMKH & Co., Chartered Accountants as an Internal Auditor of the Company for the financial year 2024-2025.

21.    Conservation of energy, technology absorption and foreign exchange outgo:

Since the Company is involved in the business of manufacturing / assembly of generating sets, which are energy saving devices, it does not have much scope of conservation of energy, technology absorption. The Company installs latest available technology wind turbines manufactured by reputed OEMs in its wind power projects.

The information of Conservation of energy, technology absorption Foreign Exchange Earning and Outgo is annexed as Annexure 7.

22.    Details of adequacy of internal financial controls

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has a well placed, proper and adequate Internal Financial Control Manual which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly.

During the year, such controls were tested and no reportable material weakness in the operation was observed.

23.    Secretarial Standards:

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

24.    Risk Management Policy:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. For the comprehensive Risk Assessment and Minimization Procedure , Company has adopted Risk Management Policy at the Board meeting held on June 21, 2025.

25.    External Commercial Borrowing:

During the year under the review, your Company has not availed any External Commercial Borrowings (ECB).

As on March 31, 2025 the there is no outstanding's for External Commercial Borrowings.

26.    Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in ordinary course of business. There are no material significant related party transactions made by the Company which may have a potential conflict with the Interest of the Company at large.The details of Related party transaction is given in Form AOC-2 in Annexure 1A.

27.    Human Resources:

As on 31 March 2025, the Company has 821 employees on its roll, including the 4 Executive Directors.

28.    Material changes & commitments affecting financial position between the date of financial statements and the board report:

There have been no material changes & commitments affecting financial position between the date of financial statements and the board report.

29.    Significant and material orders passed by the Regulators, if any:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

30.    Shares in the suspense account

The Board of Directors at their meeting held on 29^th November 2024 approved redemption of 99,27,834 no. of 0.001% non-cumulative, non-convertible, redeemable preference issued pursuant to Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 28th April 2023. Accordingly, all the preference shares including preference shares lying in the Unclaimed Securities Suspense Account were redeemed and corporate action for cancellation of shares was executed with NSDL on 20th December, 2024. Further, the Unclaimed redemption amount of Rs. 1,00,000/- corresponding to securities from Unclaimed Securities Suspense Account was credited to Powerica Limited - Unpaid Redemption Money A/c.

Details of preference shares in the Unclaimed Securities Suspense Account are as follows:
Particulars	Number of shareholders	Number of equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 01, 2024 (date of allotment of preference shares)	2	10,000
Shareholders who approached the Company for transfer of shares from suspense account during the year	0	0
Shareholders to whom shares were transferred from the suspense account during the year	0	0
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act	0	0
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2025*	0	0
*The preference shares were redeemed as approved by the Board at their meeting held on 29.11.2024.

31. Changes in Share Capital:    a promise for power

The changes in the share capital structure of your Company during the year under review are detailed as under:

• Redemption 0.001% IMon-Convertible, Non-Cumulative, Redeemable Preference Shares of Rs. 10/-each:

The Board of Directors at their meeting held on 29th November 2024 approved redemption of 99,27,834 no. of 0.001% non-cumulative, non-convertible, redeemable preference issued pursuant to Composite Scheme of Amalgamation and Arrangement approved by National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 28th April 2023. Accordingly, all the preference shares including preference shares lying in the Unclaimed Securities Suspense Account were redeemed and corporate action for cancellation of shares was executed with NSDL on 20th December, 2024. Except as stated above, there were no other changes in the share capital of the Company during the year. As on March 31, 2025, the share capital structure of the Company is as follows:

Particular	No. of Equity Shares	Paid up Value of Shares (FV of Rs.5/- each)	No. of Preference shares	Paid up Value of Shares(FV of Rs. 10/-each)
Authorised Capital	7,00,20,000	35,01,00,000	1,00,00,000	10,00,00,000
Issued & Paid Up Capital	2,72,06,350	13,60,31,750	0	0

Following changes were occurred from the end of the financial year upto date of this report:

At the Extraordinary General Meeting dated April 07, 2025, shareholders of the Company approved increase in Authorised share capital of the Company from the existing ^ 45,01,00,000/- (Rupees Forty Five crores one lakh only) divided into 7,00,20,000 (Seven Crores Twenty Thousand) equity shares of ^ 5/- (Rupees Five only) each and 1,00,00,000 (One Crore) Preference Shares of ^ 10/- (Rupees Ten only) each to Rs. 110,00,00,000/- (Rupees One Hundred and Ten Crores Only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs.5/- (Rupees Five Only) each and 1,00,00,000 (One Crore) Preference Shares of Rs.K 10/- (Rupees Ten only) each.

Further, at the Board meeting dated June 21, 2025, Board of Directors of the Company approved allotment of 8,16,19,050 (Eight crores sixteen lakhs nineteen thousand fifty) equity shares of face value ^ 5/- (Rupees Five) each to existing shareholders, in the proportion of 3 (three) Bonus Equity Shares for every 1 (one) existing Equity Share held by them.

32.    Application Under Insolvency and Bankruptcy Code, 2016:

During the year under review, there was no application made or proceeding pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.

33.    Valuation Under Rule 8(5)(Xii) Of Companies (Accounts) Rules, 2014:

There was no such action initiated during the year under review under the above rule.

34.    Acknowledgements:

The directors thank the Company's employees, customers, vendors, investors, Bankers and academic institutions for their continuous support.

The directors also thank the government of various countries, Government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The Board also commends the employees for performing their duties and responsibilities conscientiously and with unstinted support.

1

   Mr. Sunil Lobo (DIN: 06477020) was appointed as an Additional Director (Independent) at the Board meeting held on June 27, 2024. Further, he was appointed as an Independent Director of the Company at the Annual General Meeting of the Company held on August 12, 2024.