Supertech EV Ltd

P'^{eaSUre in} P^resentin8^{the 02nd} Directors Report of the Company along
with Audited Financial Statements for the financial year 2023-2024.

I he financial highlights of your Company are as under:

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Directors of your Company have been vigorously working on increasing the revenue to increase the
Company's profits. Your directors are continuously looking for a new avenue for future growth of the
Company and expect growth in future period.

There is no Change in the nature of the business of the Company done during the year.

In order to plough back the profits for future business requirements of the Company, your Directors
do not recommend any dividend for the year ended March 31, 2024.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

Details with regard to the amount transferred to reserves are provided in the Notes to financial
statements forming part of this Annual Report.

During the Financial Year 2023-24, there have not been changes in the Authorized Share Capital of
the Company. The Authorized Share Capital of the Company is INR 12,00,00,000 divided into
1,20,000 Equity Shares of INR 10 each.

The Paid-up Equity Share Capital INR 450,90,910/- (Rupees Four Crores Fifty Lakh Ninty Thousand
Nine Hundred Ten only/-) as on 31^stMarch 2024, consisting of 45,09,091 Shares Equity of INR 10/-
each.

During the year company has increase paid up capital from INR 1,00,00,000 (One Crore only/-) to
INR 450,90,910/- (Four Crores Fifty Lakh Ninty Thousand Nine Hundred Ten only/-) by way of
Preferential Issue and Right Issue.

The Consent of the Shareholders had been obtained on 01^st February 2024, to create, offer, issue and
allot up to 10,09,091 (Ten Lakh Nine Thousand Ninety One) equity shares of Rs 10/- each fully paid
at a premium of Re. 1/- per equity share on Preferential basis for consideration other than cash of
INR 1,11,00,000/- (One Core Eleven Lakh only) to Mr. Jitender Kumar Sharma, Proprietor of M/s
Supertech Inc for purchase of business as a going concern on slump exchange basis.

The consent of the Board of Directors had been obtained on 29^th March, 2024 for allotment of
25,00,000 (Twenty Five Lakh) Equity shares having face value of INR 10/- (Indian Rupees Ten only)
at INR 10/- (Rupees Ten Only) ("Issue Price") aggregating INR 2,50,00,000 (Rupees Two Crore Fifty

Lakh Only) each at par to the existing shareholders of the Company in the proportion of the existing
shareholding.

The composition of Directors as on 31st March, 2024 is as follow:

During the year under review, following changes in the Directors and Key Managerial Personnel of
the Company have been taken place:

(a) Mr. Jitender Kumar Sharma & Ms. Geetanjali Sharma have been regularized as a Director of
the Company w.e.f. 30^th September, 2023;

(b) Mr. Yetender Sharma designated as Managing Director & CFO w.e.f. 30^th November, 2023;

(c) Ms. Pooja Jain appointed as company secretary w.e.f. 04^th March, 2024

After 31.03.2024 but upto the date of Directors Report for the Financial Year 2023-24, following
changes took place in the Composition of Board of the Company:

(a) Mr. Sachin Haritash, Mr. Sumit Khurana and Ms. Sukriti Jaggi have been appointed as an
Independent Director w.e.f. 22^nd June, 2024.

(b) Mr. Jitender Kumar Sharma and Ms. Geetanjali Sharma have been designated as a whole time
director w.e.f. 22^nd June, 2024.

The Board meets at regular intervals to discuss Company operations apart from other business
matters. The Company prepares the schedule of the Board Meeting in advance to assist the Directors
in scheduling their program. The agenda of the meeting is circulated to the members of the Board
well in advance along with necessary papers, reports, recommendations and supporting documents
so that each Board member can actively participate on agenda items during the meeting.

During the financial year ended March 31, 2024, ll(Eleven) Meetings of the Board of Directors of
the Company were held, on the following dates:

• 05.04.2023

• 12.06.2023

• 18.08.2023

• 31.08.2023

• 10.09.2023

• 31.10.2023

• 30.11.2023

• 01.01.2024

• 21.02.2024

• 22.03.2024

• 29.03.2024

The maximum interval between the two board meetings did not exceed 120 days, as prescribed
under the Companies Act, 2013.

The numbers of meetings attended by the Directors during the FY 2023-24 is as follows:

The 01^st Annual General Meeting of the Company held on 30^th September, 2023.

During the period under review, 2(Two) Extra ordinary of members of the Companies held:

• 12.12.2023

• 01.02.2024

The provisions of Section 178(1) relating to the constitution of Nomination and Remuneration
Committee are not applicable to the Company.

The provisions Corporate Social Responsibility is not applicable to the company for the Financials
Year 2023-2024.

The Company has developed and implemented a risk management policy which identifies major risks
which may threaten the existence of the Company. The same has also been adopted by your Board

and is also subject to its review from time to time. Risk mitigation process and measures have been
also formulated and clearly spelled out in the said policy.

The Company does not have any subsidiary, Joint Venture or Associate Company.

The material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year of the Company to which the financial statements relates and
date of this report are as follows;

• The Company increase in authorized share capital from 1,20,00,000 (One Crore Twenty
Lakh) Equity Shares of Rs. 10 each to l,35,00,000(0ne Crore Thirty Five Lakh) Equity Shares
of Rs. 10 each aggregating to 13,50,00,000 (Thirteen Crore Fifty Lakh) by increasing
15,00,000 (Fifteen Lakh Shares) of Rs. 10 each.

• The Company allotted 90,906 (Ninety Thousand Nine Hundred Six) Equity Shares of the
Company by way of preferential issue, having a face value of INR 10/- (Indian Rupees Ten
Only) each at a premium of INR 100/- (One Hundred Only) per equity share.

• The Company have been filed Draft Red Herring Prospectus (the "DRHP") with the Securities
and Exchange Board of India (the "SEBI") for Initial public offer of INR 30 crores (Rupees
Thirty Crores Only)

M/s Rajesh Kukreja & Associates (FRN- 004254N), were appointed as Statutory Auditors of the
Company for a period of five years at the 1st Annual General Meeting of the Company held on 30^th
September, 2023 till the 6^th Annual General Meeting of the Company to be held in the Financial Year
2027-28. '

The Auditors’ Report does not contain any qualification, reservation, or adverse remark on the
financial statements for the financial year ended March 31,2024. The Notes on Financial Statements
referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Company has not given any loans covered under the provisions of Section 186 of the Companies
Act, 2013. As on date there is no Corporate Guarantee existed in the books of the Company.

All related party transactions that were entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business and the provisions of Section 188 of the Companies
Act, 2013 are not attracted. The details of Related Party Transactions entered by the Company during
the financial year 2023-24 are given in the Notes to the Financial Statements, which are annexed with
this Annual Report.

Further, the particulars of material contracts or arrangements with related parties referred to in sub-
section (1) of Section 188 are attached as Annexure-1 in the Form AOC-2.

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, the Statutory Auditors have not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the
Act.

The provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts of the
Companies) Rules, 2014 as amended from time to time, in respect of appointment of internal auditors
are not applicable on the Company.

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, related to appointment of cost auditors are not applicable on
the Company.

During the year under review, maintenance of cost records for any of the products/activities of the
Company under section 148(1) of the Companies Act 2013 was not applicable to the Company.

The provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, related to appointment of Secretarial Auditors
are not applicable on the Company.

The Directors' Responsibility Statement referred to in clause (c) of Sub- section (3) of Section 134 of
the Companies Act, 2013 shall state 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 director 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 director 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. that proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f. The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

During the year no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

During the period under review, no application has been made and no proceeding is pending against
the company under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year.

During the period under review, no one-time settlement with any bank or financial institutions has
been taken place.

The Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of Board of Directors and General Meetings.

The provisions of Section 135 of the Companies Act, 2013 read with rules are not applicable on the
Company therefore the Company has neither constituted any CSR Committee nor developed and
implemented any Corporate Social Responsibility Policy.

The Company has developed and implemented a risk management policy which encompasses
practices relating to identification, assessment monitoring and mitigation of various risks to key
business objectives.

The Company has in place adequate internal financial controls with reference to Financial
Statements. During the year, such controls were tested and no reportable material weakness in the
design or operations was observed.

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo as stipulated under Section 134(3) (m) read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed herewith as Annexure - ‘2’ to this report.

Your Directors state that no disclosure is required in respect of the following items, as there were no
transactions on these items during the year under review:-

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Director of the Company does not receive any remuneration or commission
from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future.

4. The Company has not issued any Sweat Equity Shares.

5. No cases were filed pursuant to Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Your Company is committed to maintain the highest standards of Corporate Governance and adhere
to the best Corporate Governance practices as prevalent globally. The processes of Corporate
Governance reflect our commitment to disclose accurate and timely information about our financial
and operation performance as well as Company's Governance and leadership structure. We follow an
established framework of corporate governance.

The Board of Directors shapes the long-term vision and policy approach to steadily elevate the quality
of Governance in our organization. The objective is to emerge as a market leader in our industry with
focus on creating greater value for all those who have a stake in our progress.

The Board wish to place on record their appreciation for the sincere services rendered by employees
of the Company at all levels. Your Board also wishes to place on record their appreciation for the
valuable co-operation and support received from the Government of India, various State
Governments, the Banks/Financial Institutions, shareholders, customers and suppliers, among
others. The Directors also commend the continuing commitment and dedication of the employees at
all levels, which has been critical for the Company's success. The Board looks forward to their
continued support in future.