Ola Electric Mobility Ltd

Dear Shareholders,

The Board of Directors of the Company (hereinafter referred to as the Board) is pleased to present its 8^th Board's Report ("Report") on the business, operations, and performance of Ola Electric Mobility Limited ("the Company" or "OEM") together with the audited financial statements for the financial year ended on March 31, 2025.

This Report has been prepared in compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("SEBI Listing Regulations").

The key financial highlights of the Company on a standalone and consolidated basis are as follows:

The financial year 2024-25 was a significant year in the Company's journey towards its mission of accelerating India's transition to electric mobility and achieving its vision of #EndICEAge. While the Company delivered industry-leading products underpinned by deep technological innovation, it also encountered valuable learnings with respect to operational execution and risk management, which have informed a sharper focus on balancing growth with profitability.

During the year, the electric two-wheeler (E2W) market experienced slower-than-anticipated penetration growth, and the Company faced challenges in market share and execution as it pursued rapid expansion in sales and service operations.

Despite these headwinds, the Company achieved several major milestones:

• Successful Public Listing: The Company became India's first and largest electric vehicle (EV) company to go public in August 2024, a landmark moment in the evolution of India's EV ecosystem.

• Gigafactory Commissioning and Cell Manufacturing: The Company completed the commissioning of its state-of-the-art Gigafactory in record time and commenced production of its indigenously developed Bharat Cell, strengthening vertical integration and supply chain resilience.

• Industry Leadership: Ola Electric continued to lead the E2W segment, with cumulative sales of approximately 9.7 lakh units since inception- almost equivalent to the next two competitors combined. In FY25 alone, the Company registered sales of over 3.4 lakh units, exceeding the volumes of the next-largest player by more than 1 lakh units.

• Product Portfolio Expansion: The Company launched its Gen 3 platform, delivering significant improvements in performance and efficiency. This included the launch and delivery of the S1 Pro+, and the versatile S1 and S1 X variants. The Gen 3 platform delivers up to 20% higher peak power, 20% greater range, and an 11% cost reduction compared to the previous generation.

• Distribution Network Expansion: The Company scaled its physical presence to over 4,000 customer touchpoints, establishing India's largest EV distribution network with strong penetration into Tier-3 cities and rural markets. A comprehensive Network Transformation initiative was also completed to enhance delivery timelines and optimize inventory management.

As FY2024-25 concludes, the Company is strategically positioned to lead the next phase of India's EV adoption. With a proven Gen 3 platform, upcoming expansion into electric motorcycles, deeper vertical integration, and the foundation of a robust nationwide distribution and service network, Ola Electric has built the necessary capabilities to sustain industry leadership.

In FY2025-26, the Company will focus on scaling revenues, driving operating leverage, and advancing toward sustainable profitability. A strong product pipeline, continued investments in research and development, and a vertically integrated manufacturing and service ecosystem will underpin the Company's efforts to accelerate EV adoption across both scooters and motorcycles in India.

As on March 31, 2025, the Company has a total of five (5) subsidiaries, comprising three (3) Indian subsidiaries and two (2) foreign subsidiaries. In addition, the Company has five (5) step-down foreign subsidiaries. The Company does not have any associate companies or joint venture entities as on the date of this Report.

The details of the Company's subsidiaries are as follows:

During the financial year under review, the Company did not incorporate, liquidate, close, or strike off any subsidiary companies. Additionally, there were no divestments or reductions in stake in any of the Company's subsidiaries provided above.

There has been no material change in the nature of the business of the subsidiary companies during the year.

Report on Subsidiary of Company: Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements and highlights of the performance of the subsidiaries is provided in Form AOC -1, which is annexed to this Report and marked as Annexure - I and forms an integral part of this Report.

Financial Statements of Subsidiaries: The financial and operational contributions of the subsidiaries have been consolidated and disclosed in the Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, which forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited standalone financial statements of the Company's subsidiaries are available on the Company's website at: https://www.olaelectric. com/investor-relations/financials

Policy for Material Subsidiary: Pursuant to Regulation 16(1)(c) of the SEBI Listing Regulations and in accordance with the Company's policy for Determining Material Subsidiaries, Ola Electric Technologies Private Limited and Ola Cell Technologies Private Limited continue to be identified as material subsidiaries of the Company. The said policy is available on the Company's website at https://www.olaelectric.com/investor-relations/policies

Consolidated Financial Statements- The Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with the Act and applicable Indian Accounting Standards along with all relevant documents and the Auditors' Report forms part of the Annual Report and the audited consolidated financial statements of the Company are available on the Company's website at: https://www.olaelectric. com/investor-relations/financials.

During the financial year under review, there has been no change in the nature of the business carried on by the Company.

During the financial year under review, the Board has not recommended any dividend on equity shares.

In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has formulated a Dividend Distribution Policy to provide a clear framework for dividend distribution to its stakeholders. The Policy outlines various internal and external factors that the Board will consider while determining dividend payouts.

The Dividend Distribution Policy is available on the Company's website at: https://www.olaelectric.com/investor-relations/policies

During the financial year under review, the Company did not transfer any amount to the reserves

During the financial year under review, the Company was not required to transfer any funds or equity shares to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Act. The Company also does not have any unclaimed dividend pending transfer to the Unpaid Dividend Account.

Authorized Share Capital:

The Authorized Share Capital of the Company as on March 31, 2025 is INR 8,318,49,98,850/- (Indian Rupees Eight Thousand Three Hundred Eighteen Crore Forty-Nine Lakhs Ninety-Eight Thousand Eight Hundred Fifty Only) divided into:

I. 479,66,26,443 (Four Hundred Seventy-Nine Crores, Sixty-Six Lakhs, Twenty Six Thousand, Four Hundred Forty-Three) equity shares of face value INR 10/- (Indian Rupees Ten only) each;

II. 43,81,62,753 (Forty-Three Crores Eighty-One Lakh Sixty-Two Thousand Seven Hundred Fifty- Three) Series A preference shares of face value INR 10/- each;

III. 14,25,44,269 (Fourteen Crores Twenty-Five Lakh Forty-Four Thousand Two Hundred Sixty-Nine) Series A1 preference shares of face value INR 10/- each;

IV. 84,70,75,656 (Eighty-Four Crores Seventy Lakh Seventy-Five Thousand Six Hundred Fifty-Six) Series B preference shares of face value INR 10/- each;

V. 24,08,23,765 (Twenty-Four Crores Eight Lakh Twenty-Three Thousand Seven Hundred Sixty- Five) Series C preference shares of face value INR 10/- each;

VI. 4,50,44,769 (Four Crores Fifty Lakh Forty-Four Thousand Seven Hundred Sixty-Nine) Series C1 preference shares of face value INR 10/- each;

VII. 15,00,00,000 (Fifteen Crores) Series D Compulsorily Convertible Preference Shares of face value INR 10/- each; and

VIII. 165,82,22,230 (One Hundred Sixty-Five Crores Eighty-Two Lakhs Twenty-Two Thousand Two Hundred Thirty) Series E preference shares of face value INR 10/- each.

During the financial year under review, the Company amended its Authorized Share Capital with the approval of the shareholders. The details of the amendment are provided in the table below:

Issued, Subscribed and Paid Up Share Capital:

The Issued, Subscribed and Paid Up Share Capital of the Company as on March 31, 2025 is INR 44,10,82,98,850/- (Indian Rupees Four Thousand Four Hundred Ten Crores Eighty-Two Lakh Ninety-Eight Thousand Eight Hundred Fifty Only) divided into 4,41,08,29,885 (Four Hundred Forty-One Crores Eight Lakh Twenty-Nine Thousand Eight Hundred Eighty-Five Only) equity shares of Rs.10/- each.

During the period under review, the Company allotted the following equity shares:

During the financial year under review, the Company did not issue any equity shares with differential rights as to dividend, voting or otherwise, nor did it issue any sweat equity shares, in accordance with the provisions of the Companies Act, 2013 and applicable rules made there under.

As on March 31, 2025, the Company had 61,000 Redeemable Non-Convertible Debentures (NCD) having a face value of INR 1,00,000 (Indian Rupees One Lakh only) each.

During the financial year under review, the Company allotted the following NCDs:

During the financial year under review, the equity shares of the Company were listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") with effect from August 09, 2024.

The Company successfully completed its Initial Public Offering (IPO) of 80,86,99,624 equity shares of face value Rs.10 each, aggregating to Rs.61,45.56 crores. The IPO comprised:

• A fresh issue of 72,37,57,627 equity shares, aggregating to Rs.5,500 crores, and

• An offer for sale of 8,49,41,997 equity shares, aggregating to Rs.6,45.56 crores.

The issue was open for subscription from August 2, 2024 to August 6, 2024, and was led by the following Book Running Lead Managers (BRLMs):

• Kotak Mahindra Capital Company Limited

• BofA Securities India Limited

• Axis Capital Limited

• SBI Capital Markets Limited

• Citigroup Global Markets India Private Limited

• Goldman Sachs (India) Securities Private Limited

• ICICI Securities Limited

• BoB Capital Markets Limited

The details of the proceeds from the Fresh Issue are set forth below:

In accordance with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), as amended, the Company has appointed ICRA Limited as the Monitoring Agency to monitor the utilisation of IPO proceeds. The Monitoring Agency has issued periodic monitoring reports confirming no deviation or variation in the utilisation of the IPO proceeds from the objects stated in the Prospectus dated August 6, 2024.

The Directors would like to place on record their sincere appreciation and gratitude to:

• The Merchant Bankers: Kotak Mahindra Capital Company Limited, BofA Securities India Limited, Axis Capital Limited, SBI Capital Markets Limited, Citigroup Global Markets India Private Limited, Goldman Sachs (India) Securities Private Limited, ICICI Securities Limited, and BoB Capital Markets Limited;

• The Legal Advisors: Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas & Co., Latham & Watkins LLP, and Linklaters Singapore Pte. Ltd. for their invaluable contribution towards the successful completion of the IPO and listing of the Company's equity shares.

Your Directors also express their deep appreciation to the regulators, particularly SEBI and the Registrar of Companies, for their continued support and guidance during the IPO process.

Lastly, the Directors would like to extend their heartfelt thanks to all shareholders for their participation in the IPO and for placing their continued trust and confidence in the Company and its management.

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. Further, in view of the losses incurred by the Company during the previous financial year, the Company has no obligation for spending CSR during the financial year.

The Company has in place a CSR Policy that articulates its philosophy and approach towards fulfilling its social responsibility. The policy lays down the guiding principles and mechanisms for undertaking socially impactful programs that promote the welfare and sustainable development of the community, especially in areas surrounding the Company's operations. The CSR Policy is available on the Company's website at: https://www. olaelectric.com/investor-relations/policies.

The Annual Report on CSR activities for the financial year 2024-25, prepared in accordance with Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this Report and marked as Annexure-II.

In accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has established a Vigil Mechanism and adopted a Whistle Blower Policy.

The Company is committed to upholding the highest standards of integrity, transparency, professionalism, and ethical conduct in all its dealings. The Whistle Blower Policy provides a framework and mechanism for directors, employees, and other stakeholders to report genuine concerns regarding unethical behavior, actual or suspected fraud, or violations of the Company's Code of Conduct, without fear of retaliation. The Policy also ensures direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on the Company's website at: https://www.olaelectric. com/investor-relations/policies

During the financial year under review, the Company did not receive any complaints under the Vigil Mechanism.

The Company has in place a comprehensive Risk Management Policy, which provides an effective framework for identifying, assessing, mitigating, reporting, and periodically reviewing critical risks that may affect the Company's objectives or continuity. The policy is available on the Company's website at: https://www.olaelectric.com/investor- relations/policies.

The Company's business units and corporate functions follow a structured and institutionalised approach to risk management, aligned with its overall strategic goals. The Risk Committee oversees the organization's overall risk management process through our Enterprise Risk Management program. The Risk Management Committee reviews key business risk areas, encompassing operational, financial, strategic, and regulatory aspects including the mitigation strategies. The Risks and its management is currently handled by the Internal Audit team. The Risks are periodically presented to the Management and the Audit Committee.

The composition and key terms of reference of the Risk Management Committee have been discussed in detail in the Management Discussion and Analysis section and Corporate Governance Report which forms an integral part of the Annual Report

A. Statutory Auditors: M/s. B S R & Associates LLP, Chartered Accountants (ICAI Firm Registration No.: 101248W/W-100022), were appointed as the Statutory Auditors of the Company for a term of five (5) years, from the conclusion of the 5^th Annual General Meeting until the conclusion of the 10^th Annual General Meeting, to be held in the year 2027.

Pursuant to the provisions of Sections 139 and 141 of the Act, and the relevant rules made there under, the Statutory Auditors have confirmed that they are eligible and not disqualified to continue as Auditors of the Company. They have also confirmed that they have undergone the peer review process conducted by the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report for FY 2024-25 is unmodified and does not contain any qualification, reservation, adverse remark, or disclaimer.

B. Cost Auditor: The provisions of Section 148 of the Companies Act, 2013 ("the Act"), read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company. Accordingly, the Company was not required to and has not appointed a Cost Auditor for the financial year under review.

C. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors appointed M/s. BMP & Co. LLP, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2025.

Secretarial Audit Report: In compliance with the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of the Company for the financial year ended March 31, 2025, issued by M/s. BMP & Co. LLP, Practising Company Secretaries, is annexed to this Board's Report as Annexure-III. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit Report Material Unlisted Subsidiaries: In compliance with the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Reports of the Company's material unlisted subsidiaries, namely Ola Electric Technologies Private Limited and Ola Cell Technologies Private Limited, for the financial year ended March 31, 2025, issued by Mr. Pramod S.M. (FCS No.: 7834; CP No.: 13784), Partner, M/s. BMP & Co. LLP, Practising Company Secretaries, have been annexed to this Board's Report as Annexure-IV.

In compliance with Regulation 24A of the SEBI Listing Regulations, the Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. Pramod S.M. (FCS No.: 7834; CP No.: 13784), Partner, M/s. BMP & Co. LLP, Practising Company Secretaries, has been submitted to the Stock Exchanges within the prescribed timelines.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations and other applicable provisions of the Act, the Board of Directors, based on the recommendations of the Audit Committee and Board of Directors, at its meeting held on July 25, 2025, approved and recommended for the approval of the shareholders, the appointment of M/s. BMP & Co. LLP, Practicing Company Secretaries, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from FY 202526 and ending on FY 2029-30, i.e., from the conclusion of the 8^th Annual General Meeting until the conclusion of the 12^th Annual General Meeting of the Company.

C. Internal Auditor: The company also maintains a dedicated, independent, and professional Internal Audit (IA) function. This function, composed of highly qualified professionals, serves as a vital assurance provider, systematically evaluating and enhancing the effectiveness of the internal control systems and governance processes. The IA team ensures independence, holistic scope approach and action oriented reporting including follow-up. The Audit Committee has also appointed a cosourcing vendor from a Big 4 accounting firm, to complement the internal team's capabilities and bring specialized expertise.

All the reports are regularly presented to the management and the Audit Committee to facilitate timely corrective actions and continuous improvement.

D. Reporting of Frauds by Auditors: Pursuant to the provisions of Section 143(12) of the Act, during the financial year under review, neither M/s. B S R & Co. LLP, Chartered Accountants, Statutory Auditors, nor M/s. BMP & Co. LLP, Company Secretaries, Secretarial Auditors, of the Company, have reported any instance of fraud committed by the officers or employees of the Company to the Audit Committee.

At OEM, we recognize that robust internal control systems and an effective internal audit function are cornerstones of sound corporate governance and sustainable business growth. We have a comprehensive framework that ensures operational excellence, financial integrity, and adherence to regulatory requirements.

The Board of Directors and the Management of Ola are deeply committed to establishing, implementing, and maintaining a strong system of internal financial controls (IFC) proportionate to the scale and complexity of our diverse operations. These controls are meticulously designed to provide reasonable assurance regarding:

• The orderly and efficient conduct of the company's business.

• The safeguarding of its assets against unauthorized use or disposition.

• The prevention and timely detection of fraud and errors.

• The accuracy and completeness of accounting records.

• The timely preparation of reliable financial information for both internal and external reporting.

During the financial year under review, the internal financial controls, including their operating effectiveness and control testing mechanisms, were reviewed and discussed with the Statutory Auditors. The Statutory Auditors have issued their report on the adequacy and operating effectiveness of internal financial controls, which forms an integral part of the Auditor's Report and confirms that the internal financial control systems of the Company are adequate and operating effectively, as required under the Companies (Auditor's Report) Order, 2020.

The Company maintains zero tolerance for sexual harassment at the workplace and has adopted a gender-neutral policy on the Prevention of Sexual Harassment ("POSH"), in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy provides a robust framework for reporting, redressal, and prevention of sexual harassment while ensuring strict confidentiality and protection from retaliation. The policy is available on the website of the Company at: https://www.olaelectric. com/investor-relations/policies

In accordance with the Act, the Company has constituted an Internal Complaints Committee ("ICC") comprising employees and external members with relevant experience and sensitivity to such matters. The ICC is empowered to investigate complaints, conduct fair hearings, and recommend appropriate disciplinary actions. The Company also conducts periodic awareness and sensitisation programs to foster a respectful and safe workplace.

Details of complaints received and disposed of during the Financial Year 2024-25 are as follows:

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendments thereto. All applicable benefits, leave entitlements, and facilities as mandated under the Act have been extended to eligible women employees during the financial year under review.

The Company is committed to fostering a supportive, inclusive, and equitable workplace, and remains steadfast in ensuring the well-being and rights of women employees, particularly during and after maternity. Provisions such as paid maternity leave, nursing breaks, and return-to-work support continue to be implemented in both letter and spirit across all Company locations.

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors to the best of their knowledge and belief confirm and state that:

a) In the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors 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 at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

c) The directors 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 directors have prepared the annual accounts on a going concern basis;

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

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

(i) Composition of the Board and Key Managerial Personnel:

As on March 31, 2025, the Board of Directors of the Company comprised a balanced mix of Executive, Non-Executive, and Independent Directors, bringing diverse experience and expertise across various domains. The composition of the Board complies with the requirements of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The following individuals served as directors and key managerial personnel on the Board of the Company as on 31 March 2025:

*Mr. Pritam Das Mohapatra resigned from the position of Company Secretary and Compliance Officer on June 13, 2025 .

During the financial year under review, there were no appointments or resignations of Directors, and no changes in the composition of the Board of Directors of the Company.

(ii) Director Retiring by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Krishnamurthy Venugopala Tenneti, Director, is liable to retire by rotation at the 08^th Annual General Meeting of the Company scheduled to be held on (Day), (Month) (Date), 2025, and being eligible, has offered himself for re-appointment

(iv) Appointment or Resignation of KMP

During the financial year under review, there were changes in the Key Managerial Personnel of the Company. Mr. Pramendra Tomar resigned from the position of Company Secretary & Compliance Officer with effect from October 1, 2024. Subsequently, Mr. Pritam Das Mohapatra was appointed to the said position effective December 30, 2024.

Further, post the closure of the financial year, Mr. Pritam Das Mohapatra tendered his resignation, which became effective on June 13, 2025.

(v) Declarations by Independent Directors:

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence ("Declaration of Independence") as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in circumstances which may affect their status as Independent Directors.

The Board is of the opinion that all Independent Directors possess the highest standards of integrity as well as the requisite qualifications, expertise, and experience necessary to discharge their duties effectively.

Pursuant to Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed their registration with the databank maintained

by the Indian Institute of Corporate Affairs (IICA), Manesar.

In compliance with the said Rules, the Independent Directors have also successfully completed the online proficiency selfassessment test conducted by the IICA, or fall under the exempted category as per the prescribed criteria.

Based on the above declarations, the Board affirms that all Independent Directors of the Company meet the conditions specified under Schedule V of the SEBI Listing Regulations and are independent of the management

(v) Familiarisation Programme for Independent Directors: All Non-Executive Directors are appointed on the Board of the Company are introduced to the culture through induction sessions. The Executive Directors and senior management provide an overview of the operations and familiarise the NonExecutive Directors on matters the morals and principles of the Company. They are introduced to the organization structures and various procedures. Non-Executive Directors are also briefed pertaining to the group structure and subsidiaries.

Also, the Company has a detailed familiarisation Programme for Non-Executive Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, the nature of the industry in which the Company operates, business model of the Company etc. The said policy is available at the website of the Company at https://www. olaelectric.com/investor-relations/policies.

The details of familiarisation programmes imparted to independent directors during the year under review is available at the website of the Company at https://www.olaelectric.com/ investor-relations/policies.

(vi) Performance Evaluation: The Board Evaluation reaffirms the Board's strong commitment to governance and strategic oversight, as evidenced by the proactive leadership of its members, the effectiveness of Committees and the engagement of senior management. A key insight highlights the Board's independence and steadfast dedication to upholding rigorous governance standards, ensuring transparency and fostering sustainable value creation for stakeholders.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman and Managing Director.

The manner in which the formal annual evaluation of performance was made by the Board is given below:

a. The evaluation criteria and process followed were in accordance with those approved by the Nomination and Remuneration Committee and the Board, and were found to be in order.

b. Based on the said criteria, a questionnaire- cum-rating sheet was circulated to seek confidential evaluation ratings and feedback from the directors regarding the performance of the Board, its Committees, the Chairperson, and individual directors.

c. Based on the individual ratings received from the directors, a summary report was prepared on the performance evaluation of the Board, its Committees, the Chairman & Managing Director and Directors. The performance evaluation report was then discussed and noted by the Board at its meeting, and the Board expressed its satisfaction with the outcome of the evaluation.

The evaluation criteria, as outlined in the Company's 'Policy for Evaluation of the Performance of the Board of Directors', include parameters such as Board composition and structure, effectiveness of board processes, information availability and flow, contributions made by individual Directors, and the performance of the Chairperson. The said policy is available on the website of the Company and can be accessed at: https://www. olaelectric.com/investor-relations/policies.

(vii) Number of meetings: The Board and its Committees convene at regular intervals to deliberate on matters relating to business performance, strategic initiatives, policy updates, and regulatory developments and their implications.

During the financial year under review, 17 (Seventeen) meetings of the Board of Directors were held in compliance with the provisions of the Act. The interval between any two consecutive meetings was well within the prescribed limits under the Act and the SEBI Listing Regulations.

Detailed information regarding dates of meetings of the Board held during the financial year 2024-25 indicating the number of meetings attended by each Director is provided in the

Corporate Governance Report, which forms an integral part of the Annual Report.

The Company has also complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) in respect of all Board meetings conducted during the year. Details of these meetings, including the attendance of each Director, are provided in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has constituted the following five mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee 5 Risk Maanagement Commitee.

6. IPO Committee

The composition of these Committees is available on the Company's website and can be accessed at: https://www.olaelectric.com/ investor-relations/directors-profile#tab- teb550m.

Detailed information regarding the composition, terms of reference, and meetings of each Committee held during the financial year 2024-25 is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Board has accepted all the recommendations made by the Audit Committee during the financial year under review

Pursuant to the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations, the details of loans and advances given, guarantees or securities provided, and investments made by the Company during the financial year under review are provided in the note no. 6 of the financial statements forming part of this Annual Report.

The Company has in place a robust framework for the approval and monitoring of related party transactions ("RPTs"), in line with the applicable regulatory requirements.

During the financial year under review, all related party transactions were approved by the Audit Committee and the Board of Directors and have been disclosed in the notes to the financial statements forming part of this Annual Report. All such transactions were undertaken in the ordinary course of business and on an arm's length basis, in compliance with Section 188 of the Companies Act, 2013 and the Company's RPT Policy.

The Company did not enter into any material related party transactions during the year, and a confirmation to this effect, as required under Section 134(3)(h) of the Companies Act, 2013, is provided in Form AOC-2 annexed as Annexure V to this Annual Report.

The RPT Policy of the Company is available on the Company's website at: https://www.olaelectric. com/investor-relations/policies.

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, the Annual Return of the Company for the financial year ended March 31, 2025, is available on the website of the Company and can be accessed at the following link: https://www. olaelectric.com/investor-relations/financials#tab- pxd4fqe.

As on March 31, 2025, the Company had a total of 9 employees on its payroll, comprising of 8 males, 1 female, and 0 transgender employees. The Company recognizes its employees as key stakeholders and is committed to attracting, nurturing, and retaining top talent. It fosters a collaborative, transparent, and participative work environment that rewards merit and high performance.

In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the ratio of remuneration of Directors and Key Managerial Personnel to the median remuneration of employees and other requisite details is annexed to this Report as Annexure-VI.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names and other particulars of employees drawing remuneration in excess of the limits prescribed under the said Rules forms part of this Report. However, in line with the provisions of Section 136 of the Companies Act, 2013, the Report and Annual Accounts are being sent to the Members excluding the said statement. The aforesaid statement is available for inspection upon request. Any Member interested in obtaining a copy of the same may write to the Company Secretary at:companysecretary@olaelectric.com

Key Managerial Personnel (KMP): The following individuals have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a. Mr.Bhavish Aggarwal, Chairman and Managing

Director.

b. Mr. Harish Abichandani, Chief Financial Officer.

c. Mr.Pramendra Tomar, Company Secretary and

Compliance Officer (upto close of October 01, 2024).

d. Mr.Pritam Das Mohapatra, Company Secretary and

Compliance Officer (upto close of June 13, 2025).

As on March 31, 2025, the Company has in place one employee stock option plan titled "Employees' Equity Linked Incentive Plan 2019" ("ESOP Plan"), which was adopted by the shareholders on January 21, 2019, and subsequently amended on December 08, 2023, and October 01, 2024, pursuant to resolutions passed by the shareholders of the Company.

The ESOP Plan has been formulated with the objective of attracting, retaining, and incentivising talent by aligning employee interests with the longterm goals of the Company. The Plan enables eligible employees of the Company and its subsidiaries to be granted stock options, which entitle them to receive equity shares of the Company having a face value of Rs.10/- per share, upon vesting and exercise of such options in accordance with the terms of the Plan.

The ESOP Plan is implemented through a trust route and is administered by the Nomination and Remuneration Committee of the Board in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations").

The Company confirms that during the financial year under review:

• The ESOP Plan is in compliance with the SEBI ESOP Regulations.

• Disclosures with respect to the number of options granted, vested, exercised, lapsed, and outstanding form part of the financial statements.

• The Company has not granted any options with voting rights or dividend entitlements prior to vesting or exercise.

• No material changes were made to the ESOP Plan other than the aforementioned amendments approved by shareholders.

In accordance with Regulation 14 of the SEBI ESOP Regulations, the ESOP Plan and the disclosures prescribed under the said regulations are available on the website of the Company and can be accessed at: https://www.olaelectric.com/investor-relations/ policies

A certificate from the Secretarial Auditors confirming that the ESOP Plan has been implemented in accordance with the SEBI ESOP Regulations and shareholder approval will be available for inspection during the Annual General Meeting.

During the financial year under review, the Company has not accepted or renewed any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, as on the balance sheet date, there were no outstanding deposits, including interest thereon, remaining unpaid or unclaimed. Accordingly, the disclosures required under Chapter V of the Act and the said Rules are not applicable to the Company for the financial year under review.

The Company has formulated a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Policy governs the appointment, qualifications, attributes, independence criteria, and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management personnel.

The objective of the Policy is to attract, retain, and motivate competent leadership, align remuneration with performance and strategic goals, and ensure that the remuneration framework is fair, performance-driven, and consistent with the Company's risk appetite and longterm objectives.

The Nomination and Remuneration Committee, while recommending appointments to the Board, evaluates candidates based on qualifications, skills, experience, and independence criteria.

The Nomination and Remuneration Policy of the Company is available on the Company's website and can be accessed at: https://www.olaelectric. com/investor-relations/policies.

A. Conservation of Energy: At OEM, we have consistently prioritized energy conservation within our manufacturing processes. This commitment not only optimizes the consumption of non-renewable fossil fuels but also enhances energy productivity, supports climate change mitigation efforts, and reduces operational costs. Our energy conservation strategies are implemented through robust energy management systems, comprehensive energy audits, and detailed quality analyses of energy utilization.

In addition, we have undertaken several initiatives aimed at reducing carbon emissions. These measures are designed not only to lower our environmental footprint but also to contribute positively to the well-being and livelihood of the broader community.

The particulars required under the provisions of Section 134 (3) (m) of the Companies Act, 2013, regarding the conservation of energy during the year under review are as follows

• Recycled water utilization increased by 29.9%, going up from 35,338 KL to 45,895 KL.

• The percentage of recycled water used increased by 7.76 percentage points, from 37.66% to 45.42%.

Proposed measures for the year 2025-26:

• Green Energy Sourcing:

• Committed to sustainability, we are targeting 50% of our total energy requirements through green energy purchases in FY 2025-2026. This shift significantly reduces dependency on fossil fuels and lowers our overall carbon footprint.

• Reduction of Mechanical Transmission Losses:

• Mechanical transmission losses in the circulation oven on the top coat plastic line have been minimized, resulting in an estimated annual electricity savings of 15,360 kWh.

• Closed-Loop VFD Automation in Paint Shop Exhaust Blowers:

• Implementation of a closed-loop Variable Frequency Drive (VFD) control system for exhaust blowers in the paint shop has led to optimized energy usage and a significant annual saving of 96,000 kWh of electricity.

• Energy-Efficient Equipment Procurement:

• Machine specifications are being optimized at the procurement stage to ensure reduced specific energy consumption, contributing to long-term operational efficiency and sustainability.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31, 2025, and the date of this report.

There were no significant or material orders passed by any regulators, courts, or tribunals during the financial year that would impact the going concern status or the operations of the Company in the future

During the year under review, the Company was a Foreign Owned and Controlled Company (FOCC) until August 9, 2024, and had acquired the following securities of its subsidiary companies during this period:

The respective subsidiary companies have duly intimated the Reserve Bank of India (RBI) regarding this acquisition by filing Form DI on the FIRMS portal.

Accordingly, the Company has complied with the applicable provisions of the Foreign Exchange Management Act, 1999 ("FEMA") and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 ("NDI Rules") in respect of the downstream investment made in an Indian entity during the financial year 2024-25.

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, a detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report is annexed as Annexure VII, forming part of this Annual Report.

The Company has complied with the applicable provisions of the Act and the SEBI Listing Regulations with respect to corporate governance. A detailed report on corporate governance is annexed as Annexure VIII, forming part of this Annual Report

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

In accordance with Section 118 of the Act, the Company has complied with the applicable provisions of Secretarial Standard-1 (Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

During the year under review, there was no revision in the financial statements or the Board's Report of the Company.

During the year under review, no one-time settlement with any bank or financial institution was undertaken. Accordingly, the disclosure regarding differences in valuation at the time of one-time settlement and at the time of availing loans is not applicable

Your directors express their heartfelt gratitude to the members, customers, suppliers, bankers, stock exchange(s), government and all other stakeholders for their continuous support to the Company and their confidence in its management. The BOD would also like to convey its appreciation to the employees at all levels for their significant contribution towards the Company's performance.