Exicom Tele-Systems Ltd

Dear Members,

Your Board of Directors ("Board") are pleased to present the 30^th Annual Report on the business and operations of Exicom Tele-Systems Limited ("Company") together with the Audited (Standalone & Consolidated) Financial Statements of the Company for the financial year ended on March 31,2024 ("FY 2023-24").

As this is our first report following the successful completion of our Initial Public Offer ("IPO") and subsequent listing of our equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), your Board takes this opportunity to thank all stakeholders for their unwavering support and confidence in the Company's vision. Your trust has been instrumental in achieving this significant milestone and positioning us for future growth and success.

As we embark on this new phase, we remain dedicated to enhancing shareholder value and pursuing our strategic objectives with diligence and integrity. We are enthusiastic about the opportunities that lie ahead and are committed to building upon the strong foundation we have established.

A. FINANCIAL HIGHLIGHTS

A brief overview on Standalone and Consolidated Financial Performance of your Company for the FY 2023-24 are as under:

(Rupees in Lakhs)

OPERATIONAL RESULT & BUSINESS PERFORMANCE

On a consolidated basis, your Company achieved a 44.03% increase in revenue from operations, rising to H1,01,959.84 Lakhs for the FY 2023-24, compared to H70,793.05 Lakhs in the previous year.

On a standalone basis, the operating revenue increased by 67.94%, reaching H86,624.78 Lakhs for the FY 202324, up from H51,580.36 Lakhs in the previous year. This growth includes a notable 112.74% rise in sales within the Critical Power Segment.

Consolidated profit before tax (PBT) from continuing operations for the FY 2023-24 amounted to H9,321.04 Lakhs, marking a 188.56% increase from H3,230.18 Lakhs in the previous year. Profit after tax (PAT) from continuing operations also saw a significant increase of 95.62%, reaching H6,391.63 Lakhs, compared to H3,267.35 Lakhs in the previous year.

On a standalone basis, PBT from continuing operations surged by 163.67% to H9,640.27 Lakhs for the FY 202324, up from H3,656.16 Lakhs in the previous year. PAT from continuing operations increased by 104.41%, totaling H6,642.92 Lakhs, compared to H3,249.76 Lakhs in the previous year.

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis section, which forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 read with Schedule III to the Companies Act, 2013 (hereinafter referred to as the "Act") and the Companies (Accounts) Rules, 2014 and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations") and applicable Indian Accounting Standards, we present the Audited Consolidated Financial Statements of your Company for the FY 2023-24, together with the Auditors' Report, which forms part of this Annual Report.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company for the FY 2023-24 are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section

133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend.

The Dividend Distribution Policy is available on the Company's website at https://www.exicom.in/investors#s hareholders-information.

The Board do not recommend any dividend for the FY 2023-24.

DEPOSITS

During the FY 2023-24, your Company has not accepted any deposits falling within the ambit of Section 73 to 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profits for the FY 2023-24, under Retained Earnings and has not transferred any amount to the General Reserves, during the year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company that have occurred after the close of the year till the date of this report.

MATERIAL EVENT INITIAL PUBLIC OFFER AND LISTING

The FY 2023-24 has turned out to be one of the significant milestone in the corporate history of your Company. During the year under review, your Company successfully completed its IPO, comprising of an Offer for Sale and Fresh Issue, details of which are summarized below:

The IPO was opened for public on February 27, 2024 and closed on February 29, 2024 (both days inclusive) and it received significant investor interest, with oversubscriptions exceeding 129 times across all investor categories. The share price on listing day rose significantly above the IPO price band (over 87%), indicating investor confidence in future prospects.

Further, the equity shares of the Company were listed on the Stock Exchanges, namely BSE and NSE effective from March 5, 2024.

SHARE CAPITAL & CHANGES IN CAPITAL STRUCTURE

During the year under review, the Authorized Share Capital of the Company was increased to H1,30,00,00,000 (Rupees One Hundred Thirty Crores only) divided into 13,00,00,000 (Thirteen Crores) equity shares of H10 (Rupees Ten only) per share.

The movement in Authorized Share Capital of the Company is as follows:

During the year under review, the issued, subscribed and paid up share capital of the Company was increased from H7,23,02,030 (Rupees Seven Crores Twenty Three Lakhs Two Thousand and Thirty only) divided into 72,30,203 (Seventy Two Lakhs Thirty Thousand Two Hundred Three) Equity Shares of H10 (Rupees Ten only) per share to H1,20,82,45,010 (Rupees One Hundred Twenty Crores Eighty Two Lakhs Forty Five Thousand and Ten only) divided into 12,08,24,501 (Twelve Crores Eight Lakhs Twenty Four Thousand Five Hundred One) Equity Shares of H10 (Rupees Ten only) per share.

The movement in paid up share capital is as follows:

DEBENTURES

During the year under review, your Company converted 2,34,741 (Two Lakhs Thirty Four Thousand Seven Hundred and Forty One) Compulsory Convertible Debentures (CCDs), each with a face value of H1,065 (Rupees One Thousand and Sixty Five only), into 2,34,741 (Two Lakhs Thirty Four Thousand Seven Hundred and Forty One) 6% Non-Convertible Debentures (NCDs), also with a face value of H1,065 (Rupees One Thousand and Sixty Five only) each aggregating to H2,499.99 Lakhs. For further details, please refer to Note No. 26.4 of the Standalone Financial Statements forming part of this Annual Report.

DEPOSITORIES

The Company has arrangements with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"), the depositories, to facilitate various services like corporate action, e-voting services, pledging of securities. All of the Company's shares are held in dematerialised form.

CREDIT RATING

CARE Ratings Limited (a SEBI Registered Credit Rating Agency) ("CARE") vide its letter dated August 31,2023, assigned below ratings to the Company for the Long Term and Short Term Bank Facility:

Subsequent to the year under review, CARE vide its letter dated April 10, 2024 revised the Long Term Bank Facilities rating from BBB (stable) to BBB+ (stable) and upgraded Short Term Bank Facilities from A3+ to A2. Subsequenty, in its letter dated August 05, 2024, CARE re-affirmed the credit ratings and revised the Outlook from Stable to Positive for Long Term Bank Facilities; Long Term / Short Term Bank Facilities and Short Term Bank Facilities. CARE has also assigned CARE A2 Rating for Short Term Bank Facilities.

The details of Credit Rating issued by CARE vide its letter dated August 05, 2024 are as under:

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31,2024, your Company has the following Wholly Owned Subsidiaries/Step Down Subsidiaries:

Among the subsidiaries listed above, Exicom Tele-Systems (Singapore) Pte. Ltd. has been identified as the material subsidiary of the Company as per SEBI Listing Regulations.

The Company's Policy for determining material subsidiaries is available on the website of the Company at https://www. exicom.in/investors#shareholders-information.

During the year under review, Energywin Technologies Private Limited and Horizon Power Solutions, DMCC ceased to be wholly-owned subsidiaries of the Company with effect from September 07, 2023 and November 27, 2023 respectively.

Subsequent to the year under review, ‘Exicom NexGen Power B.V.' (Netherlands), was incorporated as a wholly- owned subsidiary of the Company on July 25, 2024. Additionally, as on the date of this report, 4 (four) step down subsidiaries of the Company namely, ‘Tritium NexGen Solutions B.V.' (Netherlands), ‘Tritium Power Solutions Limited' (England and Wales), ‘Tritium Power Solutions Inc.' (State of Delaware, USA), ‘Tritium Power Solutions Pty Ltd.' (Australia), have been incorporated.

The Company regularly monitors the performance of these subsidiaries. There has been no material change in the nature of business of the subsidiaries.

In compliance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements which forms part of the Annual Report. The Financial Statements of the subsidiaries, Horizon Power Solutions L.L.C. F.Z, Dubai and Exicom Power Solutions B.V. Netherlands, were not included in the consolidation, as both Companies had not commenced business operations as of the reporting date.

A statement containing the salient features of the financial statements of subsidiary companies of the Company in the prescribed Form AOC-1, is included as part of the Consolidated Financial Statements in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

The Form AOC-1 also highlights the financial performance of each of the subsidiaries, included in the Consolidated Financial Statements of your Company, pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with the provisions of Section 136 of the Act and the SEBI Listing Regulations, copies of the Standalone and Consolidated Financial Statements of the Company and the subsidiary companies are available on the Company's website at www.exicom.in. Additionally, the financial statements of the subsidiaries are available for inspection by the members at the registered office of the Company, during business hours on all days except Saturdays, Sundays and Public holidays up to the date of the ensuing Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary & Compliance Officer of the Company at investors@exicom.in.

The Company did not have any joint venture or associate companies during the year, nor at any time after the closure of the year and till the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUECY

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and timely preparation of reliable financial information. The effective implementation and independent monitoring of internal controls and process is done by the Internal Auditors.

The Audit Committee of the Board reviews the internal audit findings and provides guidance on internal controls. It further ensures that Internal Auditors' recommendations are effectively implemented. During the year under review, no material or serious observation has been received from Internal Auditors of the Company for inefficiency or inadequacy of such controls.

PARTICULARS OF LOAN, GUARTANTEES OR INVESTMENT

During the year under review, your Company has not given any loan or any guarantee or provided security in connection with a loan to any other body corporate(s) or other person(s) as specified in Section 186 of the Act. Further, your Company has made investments, details of which are given in Note No. 63 of the Standalone Financial Statements.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the approval of the shareholders obtained at the Extra Ordinary General Meeting ("EGM") held on September 16, 2023, the Company has adopted ‘Exicom Tele-Systems Limited Employees Stock Option Scheme- 2023' ("Scheme"). The objective behind the implementation of the Scheme is to attract, motivate and retain appropriate talent in the Company, to achieve sustained long-term growth and drive shareholder value by aligning the interests of the employees with the long-term interests of the Company.

The maximum number of options that may be granted under the Scheme is 48,62,960 equity shares of face value of H10 (Rupees Ten only) each out of which 38,63,809 number of options are outstanding as on the date of this report. Further, the disclosure as mandated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, for the Scheme is as follows:

(i) Key Managerial Personnel

*As on date of this report, Mr. Krishna Sharma is no longer associated with the Company.

The Scheme is administered by the Nomination Remuneration and Compensation Committee ("NRC Committee") of the Board.

Additionally, the Scheme is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 as amended from time to time ("SEBI ESOP Regulations") and will be placed for ratification by the shareholders of the Company in the upcoming Annual General Meeting (AGM).

Certain amendments to the Scheme have been proposed and will be presented to the shareholders for approval at the upcoming AGM. Upon approval of these amendments to the Scheme, the options granted under the Scheme will vest within 5 (five) years from the date of grant of options. The vesting of these options will be determined by the NRC Committee based on the benchmark metrics including the Company's performance outcome relative to revenue targets and other parameters as may be determined by the Board/NRC Committee as outlined in the grant letter or communicated to the employees from time to time.

The statutory disclosures as mandated under the SEBI ESOP Regulations and a certificate from the Secretarial Auditors confirming implementation of the above Scheme in accordance with SEBI ESOP Regulations, will be available for electronic inspection by the Members during the AGM and is also available on the website of the Company at https://www.exicom.in

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board

The Company has a balanced and diverse Board. The Company's Board has an optimum mix of Executive and Non-Executive Directors, to maintain independence and separate the functioning of governance and management. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act. The brief detail on composition of Board is reported in Corporate Governance Report section forming part of the Annual Report.

Changes in Board of Directors

During the year under review, Mr. Anant Nahata (DIN: 02216037) was re-appointed as Managing Director and Chief Executive Officer of the Company w.e.f. July 01,2023 for a term of 5 (five) years and Mr. Vivekanand Kumar (DIN: 10244171) was appointed as Whole-time Director of the Company for a term of 5 (five) years w.e.f August 21,2023.

Ms. Karen Wilson Kumar (DIN: 05297981) was appointed as an Independent Director of the Company w.e.f. September 16, 2023, for a term of 5 (five) years.

Subsequent to the year under review, Mr. Manoj Kumar Kohli (DIN: 00162071) and Ms. Mahua Acharya (DIN: 03030535) were appointed as Additional Directors, in the capacity of Non-Executive Independent Directors, for a period of 5 (five) years, at a meeting of Board of Directors held on May 28, 2024. Their appointments were subsequently approved by the shareholders on August 09, 2024, through Postal Ballot.

Further, Mr. Himanshu Baid (DIN: 00014008) completed his two consecutive terms of 5 (five) years each as an Independent Director on June 29, 2024 (at the end of the day). The Board in its meeting held on May 28, 2024 re-designated Mr. Himanshu Baid as a Non-Executive Director of the Company effective from June 30, 2024. The change in designation was subsequently approved by the shareholders on August 09, 2024, through Postal Ballot.

Retire by rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Subhash Chander Rustgi (DIN: 06922968), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

The Board on the recommendation of Nomination Remuneration and Compensation Committee has recommended his re-appointment.

A resolution seeking shareholders' approval for his re-appointment, along with brief profile as required under Secretarial Standard-2 ("SS-2") issued by the Institute of Company Secretaries of India ("ICSI") and Regulation 36 of the SEBI Listing Regulations, forms part of Notice of the 30^th AGM.

Declaration of Independence from Independent Directors

The Company has received declaration of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act read with Schedule IV and rules issued thereunder as well as under SEBI Listing Regulations.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity and fulfils the conditions specified in the Act and SEBI Listing Regulations and are independent from management.

Key Managerial Personnel

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has the following Key Managerial Persons as on the date of this report:

*Mr. Vivekanand Kumar appointed as Whole-time Director w.e.f August 21,2023

Further, during the year under review, Ms. Sangeeta Karnatak was designated as Compliance Officer of the Company, pursuant to the Regulation 6 of SEBI Listing Regulations and Regulation 23 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, effective from August 11,2023.

BOARD AND ITS COMMITTEE MEETING

The Board of Directors met Seven (7) times during the financial year under review for which notices were served in accordance with Section 173(3) of the Act in the permitted mode of delivery. During the year under review and pursuant to the SEBI Listing Regulations, the Board had reconstituted certain existing Committees and constituted certain new Committees and amended / adopted the terms of reference of the said Committees. As on March 31,2024, your Board has 5 (five) mandatory Committees, namely:

a. Audit Committee,

b. Corporate Social Responsibility Committee,

c. Stakeholders' Relationship Committee,

d. Risk Management Committee

e. Nomination Remuneration and Compensation Committee.

Apart from the above, the Company also has Banking Operations Committee.

All the recommendations made by the Committees including the Audit Committee, were accepted by the Board.

A detailed note on composition of the Board, Committees, meetings, attendance thereat is provided in the Corporate Governance Report which forms part of this Annual Report.

In accordance with Schedule IV of the Act and applicable provisions of SEBI Listing Regulations, a separate meeting of Independent Directors of the Company was held on March 21, 2024 without attendance of Non-Independent Directors and members of the management.

AUDIT COMMITTEE

As of March 31, 2024, the Audit Committee comprised 3 (three) members, of which Mr. Himanshu Baid (Chairperson of the Committee) and Ms. Karen Wilson Kumar (Member of the Committee) are Non-Executive Independent Directors, while Mr. Subhash Chander Rustgi (Member of Committee) is a Non-Executive Non Independent Director of the Company.

All the members of the committee have adequate financial & accounting knowledge and background.

Detailed information regarding the number of committee meetings, terms of reference, etc. is provided in the Corporate Governance Report forming part of this Annual Report.

All recommendations of the Audit Committee, whenever made, were accepted by the Board during the FY 2023-24.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and rules framed thereunder, M/s Khandelwal Jain & Co. Chartered Accountants (Firm Registration No.- 105049W), were appointed as Statutory Auditors of the Company at the 28^th Annual General Meeting ("AGM") held on August 29, 2022, for a period of 5 consecutive years, to hold office till the conclusion of 33^rd AGM of the Company.

The Statutory Auditors have presented their Audit Report on the financial statements (Standalone and Consolidated) of the Company for the FY 2023-24. The report of the Statutory Auditors forms part of this Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimers. During the year under review, the Statutory Auditors have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

Cost Auditors

In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, M/s SKG & Co., Cost Accountants (Firm Registration No. 000418), were appointed as the Cost Auditors of the Company for the FY 2023-24, to conduct the cost audit of the accounts maintained by the Company as prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the FY 2023-24 submitted by the Cost Auditors does not contain any qualification, reservation, disclaimers or adverse remarks.

The Company maintains the cost records as per the provisions of Section 148(1) of the Act.

The Board, on the recommendation of Audit Committee has re-appointed M/s SKG & Co., Cost Accountants, as the Cost Auditors of the Company, to carry out the Cost Audit for the FY 2024-25. The remuneration of Cost Auditors for the FY 2024-25 has been approved by the Board on the recommendation of Audit Committee. In accordance with the Act and rules thereunder, a resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 30^th AGM.

Secretarial Auditors & its Report

In terms of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and the Regulation 24A of the SEBI Listing Regulations, as amended from time to time, M/s Anupam Aggarwal & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company for the FY 2023-24.

The Secretarial Audit Report submitted by the Secretarial Auditors in prescribed form ‘MR-3' is attached as "Annexure- A" and forms part of this report.

Remarks by Secretarial Auditors:

The Secretarial Audit Report for the FY 2023-24 does not contain any qualification, reservation or adverse remarks.

Internal Auditors & its Report

M/s. Oswal Sunil & Co., Chartered Accountants (Firm Registration No.: 016520N) were appointed as Internal Auditors of the Company for the FY 2023-24. The report submitted by Internal Auditors have been reviewed by the Audit Committee.

Further, the Board on the recommendation of the Audit Committee, has re-appointed M/s. Oswal Sunil & Co., Chartered Accountants as the Internal Auditors of the Company for the FY 2024-25.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, which remain unpaid or unclaimed for a period of seven years, from the date of transfer to Unpaid Dividend Account.

Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund Authority ("IEPF Authority").

During the year under review, there was no unpaid/unclaimed dividends and shares to be transferred to the IEPF Authority.

PERFORMANCE EVALUATION

The Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committees andindividual Directors, including Chairman of the Board. The Board evaluation exercise for FY 2023-24 was carried out after the closure of financial year through a structured evaluation process covering various aspects of the Board's functioning such as composition of Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgement and governance issues etc.

The Directors, in their evaluation, were of the opinion that the affairs of the Board, the conduct of the Board members, the functioning of the Board and its Committees, and the conduct of the individual directors, including the chairperson of the Board, were effective and satisfactory.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board's Report pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure- B' to this report.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations.

Pursuant to Section 197(14) of the Act, the Managing Director and Whole-time Director of the Company do not receive any remuneration or commission from any of the subsidiaries of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) read with Section 178(3) of the Act, the Nomination Remuneration and Compensation Committee has formulated the Nomination and Remuneration Policy ("NRC Policy") of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, Key Managerial Personnel(s) and other employees. The NRC Policy was amended during the year under review to align with the provisions of the SEBI Listing Regulations.

Your Directors affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the NRC Policy of the Company.

The NRC policy is available on the Company's website at https://www.exicom.in/investors#shareholders-information.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has adopted a Related Party Transaction Policy, in accordance with the provisions of the Act and Regulation 23 of the SEBI Listing Regulations, inter-alia, providing a framework for governance and reporting of related party transactions including material transactions and threshold limits for determining materiality.

The said Policy is available on the website of the Company at the web-link: https://www.exicom.in/investors#sharehol ders-information.

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on arms' length basis and in the ordinary course of business.

During the year, the Company did not enter into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Company's Policy on dealing with Related Party Transactions. Accordingly, the disclosure of related party transactions in Form ‘AOC-2' is not applicable.

All transactions with related parties were reviewed and approved by the Audit Committee and presented before the Board and are in accordance with the Policy on Related Party Transactions, formulated by the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Detailed disclosure on related party transactions as per Ind AS-24 containing details of names of related parties and details of transactions entered into with them have been provided under Note No. 55 of the Standalone Financial Statements of the Company and Note No. 52 of the Consolidated Financial Statements of the Company.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024, in Form MGT-7 as required under Section 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the Company's website at www.exicom.in.

RISK MANAGEMENT

The Company has a Risk Management Committee to identify elements of risk in different areas of operations. The details regarding the constitution of the Risk Management Committee are provided in the Corporate Governance Report, forming part of this Annual Report. Further, pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of SEBI Listing Regulations, the Company has formulated and adopted the Risk Management Policy. The Company, through its Risk Management Policy, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board.

The Policy on Risk Management is available on the Company's website at https://www.exicom.in/investors#s hareholders-information.

The said Policy shall provide the shareholders with the understanding of risk factors/parameters and its process of monitoring and mitigation.

WHISTLE BLOWER MECHANISM /VIGIL MECHANISM

Pursuant to Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy to provide a mechanism to the employees and directors to report genuine concerns about any unethical behaviour, actual or suspected fraud or violation of your Company's Code of Conduct to the chairperson of the Audit Committee.

During the year under review, no complaint was received and no individual was denied access to the chairperson of the Audit Committee for reporting concerns, if any.

The Board has modified the Policy for wide coverage and the said Policy is also placed on the website of the Company at https://www.exicom.in/investors#disclosure.

CORPORATE SOCIAL RESPONSIBILITY

Your Company recognises its social responsibility as an integral part of its corporate citizenship. Driven by its value system, the Company commits to support and nurture community through innovative solutions to satisfy evolving needs of the society. In accordance with the provisions of Section 135 of the Act and rules made thereunder, the Company has formed a Corporate Social Responsibility ("CSR") Committee to monitor CSR activities of the Company. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Annual Report.

The Board has further formulated and adopted a policy on CSR which can be accessed at company's website https:// www.exicom.in/investors#shareholders-information.

The Annual Report on CSR activities as prescribed under the Act and rules made thereunder is annexed herewith as "Annexure C" to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are annexed herewith as "Annexure D" to this report.

RESEARCH AND DEVELOPMENT (R&D- DCT)

Your Company has a strong and committed in-house R&D team in Gurugram and Bangalore.R&D Gurugram has worked/ working on following product developments:

1) High Power Density and High-Efficiency Single Phase rectifiers

To meet the power requirement of 5G network, your company has taken up joint product development of single-phase rectifiers of rating up to 4KW with our technology partner. The single-phase rectifiers were designed with state-of-the-art advanced topologiesfor very high-power density and high efficiency (>96%). Products were designed with consideration of cost- effectiveness, feature-richness and reliability. All the requirement specifications were defined based on your company's standard product specification and the communication protocol was kept in line with M2000 system controller CAN communication. Detailed internal testing has been carried out to ensure reliability and longterm performance. Field trials of the products were planned and critically inspected for field conditions and failures.

2) IP65-based Rectifiers of rating up to 3KW

To meet the EV 2-wheeler/3-wheeler charging requirement, the development of chargers for the mobility market segment has been taken up with rating up to 3KW. These chargers with state of art power design and IP65 enclosure can fulfil the end customer requirement of vehicle charging with high reliability and performance. These lightweight chargers have been designed to mount either on the vehicle or can be kept inside the vehicle or can be used as offboard chargers. These chargers support multiple CAN communication protocols for charging different batteries. Final Proto Testing and validation have been completed/ planned for the completed/ underdevelopment chargers of different power ratings. The product details/datasheet have been circulated to customers and based on the sales order the commercial supply will be carried out for the charger.

3) High-Efficiency Photon Series Solar Chargers

To meet the power requirement of the 5G network, your company has taken up joint product development of Photon series solar chargers with a rating of up to 4KW. These solar chargers were designed with a single controller, single fan, high reliability and high-power density. These solar chargers meet the new standard of energy efficiency of >96% and MPPT tracking efficiency of >98%. These Solar charger modules are designed to work in parallel with other solar charger modules and AC-DC rectifiers as a part of the DC power system controlled and monitored by the M2000 controller through CAN communication. High MPPT tracking efficiency ensures less or no usage of DG running making it an economical OPEX solution for the site. The combined rectifier and solar charger-based power plant is an all-in-one power solution for mobile telecom operators for Indian and overseas customers. Products were designed with consideration of cost- effectiveness, feature-richness and reliability. All the requirement specifications were defined based on your company's standard product specification and the communication protocol was kept in line withM2000 system controller CAN communication protocol. Detailed internal testing has been carried out to ensure reliability and long-term performance. Field trials of the products were planned and critically inspected for field conditions and failures.

4) Telecom AC-DC Inverters

In the 5G telecom infrastructure, many of the 5G telecom infrastructure equipment works on AC supplyor requires backup power arrangement. With existing telecom infrastructure, in which battery chargers and backup batteries are already being used, the requirement of inverter becomes mandatory. Based on the customer requirement, your company has taken up the project to develop an inverter of rating up to 1KW. The requirement specification has been benchmarked with all competitor's product specifications. Considering field-related challenges, your R&D team did extensive simulation and protolevel testing. Presently, board designing is in progress and final product testing will be completed by September 2024. After which your company will offer the product for customer approval.

5) New product development- M2000 LITE

To meet requirements of small systems, a new controller model M2000-LITE was designed. This is a compact controller platform for monitoring and controlling all our small & medium DC power systems. This integrated controller provides digital functionality and analog monitoring functionalities in a compact high density and sleek design for 1RU, space critical applications.

M2000 LITE due to its small front facia occupies only ~50mm in front panel-giving flexibility of mounting additional rectifier/ termination devices in single 19" 1U magazine.

6) Larger DCIO (DCIO-X) with higher channels

DCIO-X is new analog controller for handling large power system requirements. It will be used in place of two DCIO cards and will be compact in size and lower cost compared to two cards put together in systems.

The new unit supports higher number of digital & analog channels, making it possible to cater for large system requirements.

7) Solar support and Remote monitoring support in IPMS systems

Integrated Power Management System software has been upgraded to support solar charger, remote monitoring and multiple of new functions. This is a software upgrade for field systems and has given us opportunity to get Solar Add on orders.

RESEARCH AND DEVELOPMENT (R&D- EVSE)

Your Company has a strong and committed in-house R&Dteam in Gurugram and Bangalore.

Category: AC Charger

EVSE R&D is working on following product developmentsand technologies:

1. New development: Spin Air 7.5~22kW type-2 AC charger (gen 2.0)-Spin Air is Exicom's most compact charger supporting up to 22kW output AC power, comes in both three andsingle phase configurations, designed for all weather environments with IP66 rating and offers a number of features suitable for public applications where robustness, durability and access control systems are critical. It comes with improved aesthetics and a dynamic load balancing technology to ease adoption of EV infrastructure at home and public levels. The Charger also comes with an option of getting connected that allows comprehensive and easy access to data via centralised management software. The variant comes with IEC 62196-2 connector.

2. New development: Spin Pro 22kW type-2 AC charger (gen 2.0)-Supports 22kW output AC power, comes in three phase configuration, with display and designed for all weather environments with IP66 rating and offers a number of features suitable for public applications where robustness, durability and access control systems are critical. It comes with dynamic load balancing technology and Spin.Net functionality to ease adoption of EV infrastructure at public levels. The Charger also comes with an option of getting connected that allows comprehensive and easy access to data via centralised management software. The variant comes with IEC 62196-2 AC Type-2 connector/ Type-2 socket based configuration. It comes with attractive IMD display. The charger comes in both vertical and horizontal configurations.

3. New development: Spin Free V2 3.3KW type-2 portable AC charger (gen 2.0)-

A single phase, light weight, compact and portable AC charger that comes with AC Type 2 output connector upgradable upto 7.2KW, which helps consumers to charge their vehicle during their journey. This charger comes with standard three pin plug at input side and gets input from a standard socket that can be easily located at restaurant, parking plaza, roadside motels or rest house.

EVSE R&D team has successfully launched below productsand technologies:

1. New development: Spin Air 7.5~22kW type-2 AC charger (gen 2.0)- output power upto 22kW in a compact and aesthetic system.

2. PCA AC EVSE TYPE-2 2.0 with LAN, LoRA and display support - Newly designed and developed printed circuit board assembly with advanced features for AC Type 2 charger.

Category: DC Charger

EVSE R&D team is working on following productdevelopments and technologies:

1. New development: EV Harmony 60kW-Slim -Exicom's Harmony 60kW Slim DC charger is a leaner version of Exicom's Harmony 60kW DC fast charger,supporting upto 60kW DC output power, comes in both single and dual gun configurations, especially designed for installation at public charging stations. Like every charging equipment in the Exicom's product line, this charger is designed for all weather environments and offers a number of features suitable for public applications where robustness, durability and access control systems are critical. It comes with improved aesthetics and a leaner design which occupies lesser space and offers improved performance. Charger supports CCS-2 connectors, certified under IEC62196-2. It supports merging of complete 60kW power to single connector when the second connector is idle.

2. New Development: EV Harmony series gen 1.5

Exicom's harmony EVDC charger Gen 1.5 is an improved version of the current Harmony EVDC charger supporting power output DC power from 60kW to 400kW, especially designed for installation at public charging stations. Like every charging equipment in the Exicom's product line, this charger is designed for all weather environments and offers a number of features suitable for public applications where robustness, durability and access control systems are critical. It comes with dynamic load balancing technology to ease adoption of EV infrastructure at public levels. It comes with improved aesthetics and offers improved performance. Charger supports CCS-2/ CHAdeMO/ GB/T connectors, certified under IEC62196-2. It supports merging of complete power to single connector when the second connector is idle. The Charger also comes with an option of getting connected that allows comprehensive and easy access to data via centralised management software. Supports additional cable retractor for ease of cable management.

3. EV Harmony 600kW Dispenser with Liquid cooled system -

High power DC charging system with liquid cooled technology to work efficiently at higher temperature and 350A/500A as output current.

EVSE R&D team has successfully launched below products,

system and technologies:

1. EVDC Wallbox 30kW 2G CC, CC/CH- Available in single gun and dual gun configurations, output power 30kW.

2. EVDC Harmony 60-400kW 2G CC, CC L, Gen1.5 - High Voltage DC chargers with power rating from 60400kW, with CCS-2, CHAdeMO, GB/T outputs.

3. EVDC Harmony 60kW-Slim CC, CC- High voltage DC power rating up to 60kW, available in both 1G and 2G output.

Technology:

1. Merging of Power- Merging power of SMRs onto single gun when only one gun of a dual gun system is under operation. Applicable for 60-240kW chargers.

2. Dynamic Load sharing- Sharing of load dynamically between the two connectors so as to efficiently use charger's potential capacity.

3. Retractable cable management system- A spring based cable retracting system with Rachet mechanism for easy cable handling and management.

New UI with 10" display- Enhanced user interface with increased display size for better user experience.

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and have complied with all the mandatory requirements relating to Corporate Governance as stipulated in Para C of Schedule V of the SEBI Listing Regulations.

The Corporate Governance Report forms an integral part of this report and is set out as a separate section to this Annual Report. A certificate from M/s B. Kaushik & Associates (Firm Registration No. 12453), Practicing Company Secretaries, certifying compliance with the conditions of corporate governance stipulated in Para E of Schedule V of the SEBI Listing Regulations is annexed with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to providing a safe and conducive work environment to all its employees and associates. Your Company has zero tolerance for sexual harassment at workplace and has adopted and published an ‘Anti-Sexual Harassment Policy', 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 (hereinafter "the POSH Act") and the rules made hereunder for prevention and redressal of complaints of sexual harassment at workplace. The said Policy applies to everyone involved in the operations of the Company, including vendors and clients. Your Company has also constituted an Internal Complaints Committee ("ICC") including an external member for all over in all locations across India to handle sexual harassment complaints in accordance with the Section 4 of the POSH Act. Your Company has organized awareness programs for sensitizing the employees with the provisions of the POSH Act and have conducted orientation programs for the members of the ICC in line with Section 19 of the POSH Act.

Further, disclosures required in relation to the POSH Act, are provided in the Corporate Governance Report section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of the SEBI Listing Regulations, a Business Responsibility and Sustainability Report describing the initiatives taken by the Company for environmental, social and governance perspective, is presented in a seperate section forming part of this Annual Report.

DIRECTORS AND OFFICERS INSURANCE (‘D & O INSURANCE')

In terms of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken a Directors and Officers Liability Insurance (D&O) on behalf of all Directors including Independent Directors and officers of the Company for indemnifying them against any personal liability coming onto them while discharging fiduciary responsibilities in relation to the Company.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the ICSI as amended from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) & 134(5) of the Act with respect to Directors' Responsibility Statement, the Directors hereby confirms that:

a. in the preparation of the annual accounts for the FY 2023-24, the applicable Accounting Standards have been followed and there are no material departures;

b. they have 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 as on March 31, 2024 and of the profits of the Company for the year ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts of the Company for the FY 202324, were prepared on a ‘going concern' basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

LISTING

The equity shares of the Company are listed on the BSE and NSE, effective from March 5, 2024.

The Company has paid annual listing fees for the FY 202425 to BSE and NSE within prescribed timelines.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATOR(S), COURT(S), TRIBUNAL(S) AFFECTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant / material orders passed by the Regulator(s), Court(s), Tribunal(s) affecting the going concern status and Company's operations in future.

PREVENTION OF INSIDER TRADING

In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons ("Insider Trading Code"). The said Insider Trading Code is available on the website of the Company at https://www. exicom.in/investors#shareholders-information.

The Company has formulated the Insider Trading Code with the objective to prevent the Insider trading in the securities of the Company based on the unpublished price sensitive information.

The Insider Trading Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company.

All members of the Board and the Designated Persons have confirmed compliance with the code.

DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY CODE, 2016

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

DETAILS OF ONE TIME SETTLEMENT WITH BANKS

There was no instance of one-time settlement with any Bank(s) or Financial Institution(s) during the year under review.

REPORTING PERIOD

The financial information is reported for the period April 01,2023 to March 31,2024. Some parts of the non-financial information included in this report are provided as on the date of this report.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis Report describing the Company's projections, estimates, expectations or predictions may be ‘forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENTS

Your Directors takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels, which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and cooperation extended by all stakeholders including banks, financial Institutions, viewers, vendors, service providers and regulatory authorities. We also thank our customers, business partners, members and other stakeholders for their continued support during the year.