The Directors of your Company with immense pleasure, presenting the 41^st (Forty First) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) and the Auditors' Report of your Company for the Financial Year ended on 31st March, 2023. The summarized financial performance for the year ended 31st March, 2023 is as follows:

FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED):

• Figures are rounded off to the nearest decimal OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

During the current financial year ended March 31, 2023 the Company has reported Standalone and Consolidated Profit before Depreciation & Tax of Rs. 22.09 Lacs & Rs. 20.03 Lacs respectively.

The Company is predominantly engaged in the business of trading in IT related products and other peripherals etc. There has been no change in the business of the Company during the financial year ended 31st March, 2023. Your Company is geared to take advantage of the increased demand, especially in the segment of high-end IT products with gradual expansion of its trading activities in line with demand trends.

FINANCIAL STATEMENTS:

The audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2023 has been prepared in accordance with provisions of the Companies Act, 2013 Regulation 33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards (Ind AS).

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1 )(c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Company's website.

DIVIDEND:

Considering the need to conserve cash and to deploy it in future projects your Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year 2022-2023.

RESERVES:

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

SHARE CAPITAL:

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. The Company has not bought back any of its securities during the Financial Year under review. The Company has not issued any debentures, bonds or any other non-convertible securities or warrants during the financial year under review.

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2023 is Rs. 1,25,00,00,000/- (Rupees One Twenty-Five Crore Only) divided into 1,25,00,00,000 Equity Shares of Re. 1/- each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at March 31,2023 is Rs. 1,16,37,98,560/- (Rupees One Sixteen Crore Thirty-Seven Lakhs Ninety-Eight Thousand Five Hundred Sixty Only) divided into 1,16,37,98,560 Equity Shares of Re. 1/- each.

AUDITORS AND THEIR REPORTS:Statutory Auditor:

As per the provisions of Section 139 of the Act, M/s. Rishi Sekhri and Associates, Chartered Accountants, (Firm Registration No.128216W) were appointed as Statutory Auditors of the Company by the members at the 40^th Annual General Meeting held on 30^th September, 2022 for a term of five (5) consecutive financial years and their term expires at the conclusion of 45^th Annual General Meeting of the Company.

Auditors' Report:

The Auditors' Report on the financial statements of the Company forms a part of the Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed M/s. Heena Gulrajani & Associates, Practicing Company Secretaries, Membership No. A-A68255, COP No. 25423 to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2022-23 of the Company is annexed, which forms part of this report as Annexure-I.

There are no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company. Internal Auditor:

M/s. Mohandas & Co., Chartered Accountant, (Firm Registration Number - 106529W), are the Internal Auditors of the Company and they have submitted the Internal Auditors Report for the current year 202223 as per the requirement of the Act.

The Internal Auditor has not reported any qualification, reservation or adverse opinion during the period under review.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2022-2023.

CHANGE IN NATURE OF BUSINESS:

During the year, there was no material change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant or material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change and commitment affecting the financial position of the Company which has occurred between end of the Financial Year under review and the date of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report outlining the business of your Company forms part of this Annual Report as Annexure-II.

CORPORATE GOVERNANCE

A report on Corporate Governance is attached as Annexure-III and forms part of this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has 05 (Five) subsidiary companies viz. Empower Housing Private Limited, Empower Tradex Private Limited, Empower E-Ventures LLP, Empower Retail Private Limited and Empower Bollywood Private Limited.

The consolidated financial statements of the company and its subsidiaries were prepared in accordance with the applicable accounting standards have been annexed to the Annual Report.

A report containing the salient features of the subsidiaries as required under Section 129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached as Annexure-IV to this report.

The Company does not have Joint Venture or Associate Company.

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sumit Subhash Pawar (DIN: 09779498), of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Sumit Subhash Pawar as Director in the ensuing AGM of the Company. Your Board has recommended his re-election.

Changes in the Board/KMP (Appointment and Resignation) during the reporting period

• Mr. Mohd. Zulfikar Khan (DIN: 00020477) is resigned from the post of Managing Director of the Company due to personal commitments and other pre-occupations w.e.f. 28^th October, 2022.

• Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) is designated as Managing Director (Executive Director) of the Company by the Board of Directors of the Company w.e.f. 14^th November, 2022.

• Mr. Sumit Subhash Pawar (DIN: 09779498) is appointed as Additional Director (Non-Executive) & Chairman of the Company by the Board of Directors of the Company w.e.f. 14^th November, 2022.

• Mr. Rajaram Ashok Gawde (DIN: 09784855) is appointed as Additional Director (Non-Executive) of the Company by the Board of Directors of the Company w.e.f. 14^th November, 2022.

• Mr. Pankaj Mishra (DIN: 07999390) is resigned from the post of Non-Executive Director & Chairman of the Company w.e.f. 14^th November, 2022.

Changes in the Board/KMP (Appointment and Resignation) after the closure of reporting period

• Mrs. Rani Challayesteru (DIN: 07008155) is resigned from the post of Non-Executive -Independent Director of the Company w.e.f. 28^th April, 2023.

• Mr. Naveenakumar Kanjaru (DIN: 07087891) is appointed as Non-Executive - Independent Director of the Company by the Board of Directors of the Company w.e.f. 28^th April, 2023.

• Mr. Rajaram Ashok Gawde (DIN: 09784855) has been regularized as Non-Executive Director of the Company w.e.f. 14^th June, 2023 by the members of the company through the resolution passed by Postal Ballot process.

• Mr. Sumit Pawar (DIN: 09779498) has been regularized as Non-Executive Director and designated as Chairman of the Company w.e.f. 14th June, 2023 by the members of the company through the resolution passed by Postal Ballot process.

• Mr. Naveenakumar Kanjaru (DIN: 07087891) has been regularized as Non-Executive Independent Director of the Company w.e.f. 14th June, 2023 by the members of the company through the resolution passed by Postal Ballot process.

• Mr. Rajgopalan Srinivasa Iyengar (DIN: 00016496) has been appointed as Managing Director (Executive Director) of the Company w.e.f. 14th November, 2022 by the members of the company through the resolution passed by Postal Ballot on 14^th June, 2023.

The composition of Board of Directors as on 31^st March, 2023 specifically stated in Corporate Governance Report as Annexure-III.

Declaration/Disclosures of Directors proposed to be appointed / re-appointed

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Sumit Subhash Pawar (DIN: 09779498) proposed to be re-appointed and his Qualification, Experience alongwith the name of Companies in which he hold the Directorship and Listed Companies in which he hold Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is given as Annexure to the Notice convening the 41^st Annual General Meeting.

MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the reporting period, the Board of Directors met 11 (Eleven) times during the financial year. As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and the Listing Regulations.

During the year under review, all the recommendations of the Audit Committee were duly accepted by the Board of Directors. The requisite details of Audit Committee alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance forming a part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of your Company have severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section

149(6) of the Companies Act, 2013 and that they are registered in the data bank of Indian Institute of Corporate Affairs for life-time as per Section 150 of the Companies Act, 2013 and rules made there under. They have also furnished the Declaration and Confirmation pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1 )(b) of the Listing Regulations, as amended. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded its opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES. AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, it's Committees, the Chairman and the individual Directors was carried out for the year 2022-23. Led by the Nomination & Remuneration Committee, the evaluation was done using individual questionnaires covering amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, the details of the related party transactions as required under Section 134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules, 2014 and under Regulations 34(3) & 53(f) of Para A of Schedule V of SEBI (LODR) Regulations, 2015 is attached as Annexure-V. As all the transactions with related parties have been conducted at an arms' length basis and are in the ordinary course of business, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto as Annexure-VI and forming part of the report.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company as on March 31, 2023 in form MGT - 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure-VII to this Report.

SAFETY. HEALTH. ENVIRONMENT AND SUSTAINABILITY:

The company recognizes and encourages the importance of occupational health and safety of its employees. The safety and security of the workers are important aspect for building healthy work environment. The company believes to have healthy and pleasant working environment for every employee and the company is committed to provide the same in every possible way. It has taken effective measures in the field of healthcare and safety.

DETAILS OF LOANS. GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial year 2022-23 which forms an integral Part of this annual report.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company believes that internal control is a prerequisite of the principle of Governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect

of employees of the Company are given in Annexure - VIII, which is attached hereto and forms a part of the Directors' Report.

CERTIFICATE FROM THE AUDITOR FOR COMPLIANCE OF CORPORATE GOVERNANCE

A Certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015 is attached as Annexure-IX.

CERTIFICATE OF THE MANAGING DIRECTOR AND CFO

A Certificate of the Managing Director and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure- X.

CERTIFICATE FROM THE AUDITOR ON DIRECTOR DEBARMENT OR DISQUALIFICATION

A Certificate of the Auditor on verification of Debarment Or Disqualification of Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure-XI.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunals which may impact the going concern status and Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2022-23, the provision of Section 135 of the Companies Act, 2013 was not applicable on the Company. Therefore, the Company has not made any contribution towards CSR expenditure.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms affairs of the Company at the end of the financial year as on March 31, 2023 and of the profit of the Company for that period;

? The directors had taken proper and sufficient care for 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;

? The directors had prepared the annual accounts on a going concern basis; and

? 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.

? 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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Pursuant to section 134(3) of the Companies Act, 2013, there was no frauds reported by the Statutory Auditor of the Company under section 143(12) of the Companies Act, 2013.

DISCLOSURES RELATED TO POLICIES:Policy on Nomination and Remuneration

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The Remuneration Policy is uploaded on the Company website with the link as https://empowerindia.in/en-in/wp-content/uploads/files/Policies/Nomination-Remuneration-Policy.pdf

Risk Management Policy

Your Company has developed and implemented a Risk Management Policy, including identification of element of risk and its severity that may impact the existence of the Company. A dedicated Risk Management Committee of Senior Executives has been appointed by the Company, to evaluate the risk and mitigation plan and monitor them. Based on their evaluation, there is no element of risk identified by the Management that may, in the opinion of the Board, threaten the existence of the Company.

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a subcommittee of Directors to oversee the Enterprise Risk Management framework

The Risk Management Committee periodically reviews the framework and high risks and opportunities which are emerging or where impact is substantially changing.

There are no risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may pose a concern are set out in the Management Discussion and Analysis which forms a part of this Annual Report.

The Risk Management Policy is uploaded on the Company website with the link as www.empowerindia.in Material Subsidiary Policy

Pursuant to the provisions of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries which lays down the criteria for identifying material subsidiaries of the Company.

The Policy for determining Material Subsidiaries was reviewed and revised to align it with the changes in applicable law. The same may be accessed on the website of the Company at www.empowerindia.in

Vigil Mechanism

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy; there is direct access to approach Mrs. Rani Challayesteru, Chairman of the Audit Committee. The said policy is uploaded on the Company's website and can be viewed at Company website with the link as www.empowerindia.in

Policy against Sexual Harassment

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act), your Company has constituted an Internal Complaints Committee. No complaints were received by the committee during the year under review. Since the number of complaints filed during the year was NIL, the Committee prepared a NIL complaints report.

HUMAN RESOURCE:

Your company has a structured approach to manage its human resources in line with changing needs of the organization. Industrial relations remained harmonious during the year at all levels.

Our people are our most precious asset, and we strive to create a high-performing entrepreneurial organization where everyone is driven to achieve their full potential. We are proud of our professional and healthy work culture, which is based on strong corporate values. Employees are given an enabling working environment and culture, as well as equal opportunities for learning and personal development. People are our most valuable asset, and we invest in their total well-being.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep sense of appreciation for the co-operation received from the Members, Government authorities, customers, and vendors. Your Directors also wish to place on record appreciation for the contribution made by each and every employee of the Company. The Directors are also thankful to all the stakeholders for their continued help, assistance and support.