Your Directors are pleased to present the 24^th Annual Report on the business and operations of your Company along with the audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS:

The financial highlights of the Company for the year ended on 31^st March, 2024 are summarized as below:

(Rs. in Lakhs

GENERAL REVIEW OF OPERATIONS: Sales

During the Financial year 2023-24, the Company has recorded sale of 507 Electric Buses and 51 Electric Tippers against the sale of 563 Electric Buses in the Financial Year 202223. The Company has been awarded with orders for 7,600 Electric Buses in the Financial Year 2023-24.

FINANCIAL PERFORMANCE:

Standalone

During the year under review, your Company has achieved a gross turnover of Rs. 1,11,397.16 lakhs as against Rs. 1,13,440.67 lakhs for the previous financial year. The Net Profit for the year ended 31^st March, 2024 was Rs.7,364.28 Lakhs as against Rs. 7,070.28 Lakhs for the year ended 31^st March 2023.

Consolidated

The Consolidated Revenue from Operations during FY 2023-24 was Rs.1,15,413.54 lakhs

as compared to Rs. 1,09,076.08 lakhs in previous FY 2022-23.

On a consolidated basis, the Net Profit was Rs. 7,865.42 lakhs for FY 2023-24 as compared to net profit of Rs. 6,689.31 lakhs for FY 202223.

Background and Status of Construction of New Green Field Factory:

Keeping in view the factors like rapidly growing Business environment, bulk order book, stringent delivery timelines, expansion of business segments your Company has started the construction of 'The state of the Art Greenfield EV Manufacturing Facility' (Factory) on 150 Acres of Land situated at Seetharampur, Telangana. The Said facility is partly functional at present and it is expected to commence it's desired operations in due course.

The Factory once constructed will have a production capacity of 5,000 electric vehicles with a scalability for production up to 10,000 units. Your Company will be manufacturing

all its e vehicles (e-bus and e-tippers) from the said Factory. As the Factory has been partially constructed, at present partial production at New Greenfield EV Manufacturing Facility has begun successfully.

CONTRIBUTION TOWARDS ENVIRONMENT SAFEGUARD:

Your Directors are pleased to inform you that, through our Electric Vehicle Operations, the Company reduced more than 1,05,835 tonnes approx. CO2 in tailpipe emission, during the year (and 2,19,160 tonnes approx. till date) under review and this way Company has contributed a major part to safeguard environment by reducing air pollution.

TRANSFER TO GENERAL RESERVES:

No amount has been transferred to the General Reserve for the financial year ended 31^st March, 2024.

DIVIDEND:

Considering the profits for the year under review and keeping in view capital expenditure requirements of the Company, Your Directors are pleased to recommend the final dividend at the rate of 10% (i.e. Rs. 0.40/- only) per equity share of Rs. 4.00/- (Rupees Four only) each fully paid up, for the financial year 2023-24, which if declared in the 24^th Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be Rs. 328.32/- Lakhs.

DIVIDEND DISTRIBUTION POLICY:

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") requires top one thousand listed companies to formulate a Dividend Distribution Policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its members. The said Policy is also available on the website of the Company at https://olectra.com/wp-content/ uploads/Dividend-Distribution-policy.pdf .

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2024.

The Company has expanded its Business Segment by introducing the E-Tipper Division and has delivered total 51 E-Tippers during the Financial Year 2023-24.

ACCOUNTING TREATMENT:

There is no change in accounting treatment in the year under review, as compared to previous Financial Year.

SHARE CAPITAL:

The authorized share capital of the Company now s at Rs.60,00,00,000/- (Rupees Sixty Crores Only) divided into 15,00,00,000 (Fifteen Crores only) Equity shares of Rs. 4/- each.

The paid-up equity shares capital of the Company as on 31^st March, 2024 is as follows:

(Rs. in Lakhs)

During the year under review, there were no changes to the Authorized Share Capital as well as Paid-up Share Capital of the Company.

During the year under review, the Company has not issued any shares or convertible instruments to any persons.

BOARD OF DIRECTORS:

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company except as follows;

i) Mr. Chilappagari Laxmi Rajam (DIN: 00029156), has been resigned as Director (Non-Executive and Non-Independent) of the Company with effect from 27^th January, 2024.

ii) Justice Mrs. Gyan Sudha Misra (Retd.) has been re-appointed as Independent Director

of the Company for her second term of five years with effect from 23^rd May, 2023.

In accordance with provisions of Section 152 of the Companies Act, 2013, Mr. Peketi. Rajesh Reddy (DIN: 02758291), Director (Non-Executive and Non-Independent) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Peketi. Rajesh Reddy (DIN: 02758291) for the consideration of the members of the Company.

Further between the end of the financial year and date of this report the following changes have been taken place in the composition of the board of directors;

> Mr. K.V. Pradeep, Chairman & Managing Director of the Company (whose term has expired on 28^th July, 2024) has been reappointed as Managing Director of the Company for a period of 3 (Three) years w.e.f. 29^th July, 2024 subject to approval of the members at the ensuing 24^th Annual General Meeting of the Company.

> Mr. Subramaniamsundar Rajan Vangal has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company..

> Mr. Pandu Ranga Vittal Elapavuluri has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company.

Further the tenure of of Mr. M. Gopala Krishna & Mr. B. Appa Rao, Independent Directors of the Company would be expiring on 26^th September, 2024.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria

of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent from Management.

The Board is of the opinion that all the Independent Directors of the Company are person's of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief profiles of Directors (being appointed/ re-appointed) at the forthcoming 24^th Annual General Meeting have been annexed to the Notice.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company as on 31^st March, 2024.

• Mr. K.V. Pradeep, Chairman & Managing Director

• Mr. B. Sharat Chandra, Chief Financial Officer

• Mr. P. Hanuman Prasad, Company Secretary & Compliance Officer

ANN UAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with specific focus on the performance and effective functioning of the Board and Individual Directors.

A separate meeting of Independent Directors was held on 27^th March, 2024 to review the performance of the Non-Independent

Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, annexed herewith.

The Board of Directors has expressed its satisfaction with the entire evaluation process.

MEETINGS:

During the year under review, Seven (7) Board Meetings, Seven (7) Audit Committee, Four (4) Nomination and Remuneration Committee, Four (4) Stakeholders Relationship Committee, two (2) Risk Management Committee and Two (2) Corporate Social Responsibility Committee Meetings were held.

The details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI(LODR) Regulations 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of training and familiarization programs for Independent Directors are reported in the corporate governance report and on the website of the Company at https://olectra.com/ other-disclosures/.

BOARD DIVERSITY:

The Policy on Board diversity of the Company devised by the Nomination and Remuneration Committee and approved by the Board is available on the website of the Company at https://olectra.com/policies/.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of The Companies Act, 2013, the Directors, to the best of their knowledge and belief, state that:

(a) In the preparation of Annual Accounts for the Financial Year ended 31st March, 2024 the applicable accounting standards have been followed and that there are no material departures;

(b) Such accounting policies have been selected 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 ended 31st March, 2024 and of the profit of the Company for that period;

(c) Proper and sufficient care was taken 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 Annual Accounts for the FY ended 31st March, 2024 have been prepared on a going concern basis;

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised by the Company to ensure compliance with the provisions of applicable laws and such systems were adequate and are operating effectively.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES - THEIR PERFORMANCE:

As on 31st March, 2024, your Company had 1 (One) Subsidiary Company, 1 (One) Joint Venture and 8 (Eight) Associate Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its Subsidiary Companies and Joint Venture Companies.

During the year under review the Company in association with Evey Trans Private Limited has incorporated Evey Trans (MSR) Private Limited

with a stake of 34% on 14^th July, 2023 which acts as a Special Purpose Vehicle for executing the Contract for supply of 5,150 Electric Buses to Maharashtra State Transport Corporation (MSRTC). Further after closing of Financial Year our Company stake in Evey Trans (MSR) Private Limited has been reduced from 34% to 1%.

Further after closing of financial year, your Company has acquired 26% stake in Evey Trans (MAH) Private Limited on 20^th July, 2024 which acts as a Special Purpose Vehicle for executing the Contract for supply of Electric Buses to Brihan Mumbai Electric Supply & Transport Undertaking (BEST).

The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the SEBI (LODR) Regulations. The Policy, as approved by the Board, is uploaded on the Company s website https:// olectra.com/wp-content/uploads/Policy-on-Material-Subsidiary.pdf

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act"'), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries, Associates and Joint Venture as at 31st March, 2024, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended 31st March, 2024, forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a Statement containing the salient features of the Financial Statements of Subsidiaries, Associate Companies and Joint Ventures in Form AOC-1 appears in Annexure-1 to this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited Financial Statements in respect of Subsidiaries, are available on the website of the Company www.olectra.com.

DEPOSITS:

During the Financial Year, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has an Internal Audit and Internal Control System, commensurate with the size, scale and complexity of its operations. In order to maintain its objective and independence, the Internal Auditors report to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Companies Act, 2013 as on 31st March, 2024, the Company is having Corporate Social Responsibility Committee consisting of Mr. M. Gopalakrishna (Chairman), Mr. B. Appa Rao (Member) and Mr. K.V. Pradeep (Member).

The Corporate Social Responsibility Committee periodically recommends the activities to be taken

up under the CSR policy. The Corporate Social Responsibility Policy is hosted on the Company's website at https://olectra.com/policies/ .

The details of the CSR initiatives undertaken during the financial year ended 31^st March, 2024 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure 2 forming part of this Report.

INSURANCE:

All the Properties of the Company including its building, plant & machinery and stocks have been adequately insured;

As per the provisions of the Act and in Compliance with the Regulation 25(10) of SEBI (LODR) Regulations, 2015, the Company has taken a Directors & Officers Insurance policy for all the Directors of the Company including Independent Directors and Officers of the Company.

RELATED PARTY DISCLOSURES:

The Company has formulated a policy on related party transactions for the identification and monitoring of such transactions. The said policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website at https://olectra.com/ policies/.

Related party transactions entered during the financial year under review are disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended 31st March, 2024. These transactions entered were at an arm's length basis and in the ordinary course of business.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure-3 to the Board's Report.

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group or any person/entity holding 10% or more shareholding in the listed entity are

disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended 31st March, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in Note 6 & 7 to Financial Statements.

AUDITORS AND AUDITORS' REPORTS:

Statutory Auditor:

M/s. Sarath & Associates, Chartered Accountants (Firm Registration No. 005120S), were appointed as Statutory Auditors of the Company in the 22^nd Annual General Meeting of the Company held on 28^th September, 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 22^nd AGM till the conclusion of the 27th AGM.

Statutory Auditors' Report:

The Report of the Auditors for the year ended 31st March, 2024 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

Reporting of frauds by auditors:

During the year under review, none of the statutory auditors or secretarial auditors or cost auditors has reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

Cost Auditor:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors in their meeting held on 12^th August, 2024, based on the recommendation of the Audit Committee, have re-appointed M/s. EVS & Associates, Cost Accountants, as Cost Auditor of the Company, for conducting the Cost Audit for the financial year ended 31^st March, 2025, at a remuneration of Rs. 2,00,000 plus

applicable taxes and reimbursement of out of pocket expenses. The remuneration requires ratification by shareholders. Accordingly, an appropriate resolution has been incorporated in the Notice convening the 24^th Annual General Meeting, for seeking member's approval.

The Cost Accounts and Records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VCSR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report issued in this regard is annexed as Annexure-4 to this Report.

Internal Auditors:

The Company has re-appointed, M/s. VDNR & ASSOCIATES, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for conducting the internal audit (for both Insulators and E-BUS Division) for the period 01st April, 2024 to 31st March, 2025 on recommendation by the audit committee.

SECRETARIAL STANDARDS:

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is available on Company's website at https://olectra.com/ annual-reports/.

LISTING ON STOCK EXCHANGES:

The Company's shares are listed on BSE Limited and National Stock Exchange of (India) Limited.

We are pleased to share that your Company is one of the top 500 Listed entities and holds the

position of 338, as per the Market Capitalization as on 31st March, 2024. (Source: nseindia.com/ regulations/listing-compliance/nse-market-capitalisation-all-companies).

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

As per the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance, Management Discussion & Analysis Reports forms part of this Report as Annexure-5 and Annexure-6.

PARTICULARS OF EMPLOYEES:

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 24^th Annual General Meeting.

The statement containing information as required under 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 is given in Annexure-7 and forms part of this Report.

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

The following are the material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and the date of the Boards' Report (i.e., from 01^st April, 2024 upto 29^th August, 2024).

> Mr. K.V. Pradeep, Chairman & Managing Director of the Company (whose term has expired on 28^th July, 2024) has been reappointed as Managing Director of the Company for a period of 3 (Three) years w.e.f. 29^th July, 2024 subject to approval of the members at the ensuing 24^th Annual General Meeting of the Company.

> Mr. Subramaniamsundar Rajan Vangal has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company.

> Mr. Pandu Ranga Vittal Elapavuluri has been appointed as an Additional Director & Independent Director of the Company in the meeting of Board of Directors held on 12^th August, 2024 subject to approval of the members at the ensuing Annual General Meeting of the Company.

> During the year under review the Company in association with Evey Trans Private Limited has incorporated Evey Trans (MSR) Private Limited with a stake of 34% on July 14, 2023 which acts as a Special Purpose Vehicle for executing the Contract for supply of 5,150 Electric Buses to Maharashtra State Transport Corporation (MSRTC).

Further after closing of Financial Year our Company stake in Evey Trans (MSR) Private Limited has been reduced from 34% to 1%.

> Your Company has acquired 26% stake in Evey Trans (MAH) Private Limited on 20th July, 2024 which acts as a Special Purpose Vehicle for executing the Contract for supply of Electric Buses to Brihan Mumbai Electric Supply & Transport Undertaking (BEST).

CODE OF CONDUCT:

The Company believes in "Zero Tolerance"

against bribery, corruption and unethical

dealings/behaviours of any form and the Board

has laid down the directives to counter such acts.

The Code laid down by the Board is known as

"Code of Ethics & Business Conduct" which forms an Appendix to the Code. The Code has been hosted on the Company s website at https:// olectra.com/code-of-ethics/.

Further all the Independent Directors and senior management confirmed the compliance of code of conduct and a declaration has been issued by the Managing Director of the Company stating that the directors and senior management of the Company are in compliance with the code of conduct forms part of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has the following polices and hosted on the website of the Company:

i) Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders;

For fair disclosure of events and occurrences that could impact price discovery in the market for its securities.

ii) Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information;

To regulate, monitor and report trading by its designated persons and immediate relatives of designated persons

The Board is responsible for implementation of the Code. All the Directors and the designated employees of the Company have confirmed the compliance with the Code.

REMUNERATION POLICY:

The Board of Directors, on recommendation of the Nomination & Remuneration Committee (NRC), framed a Nomination and Remuneration Policy for Directors' appointment and remuneration.

The salient features of the said policy include the criteria for determining qualifications, positive attributes and independence of a director in addition to recommending the remuneration for

the Directors, Key Managerial Personnel and other employees.

The said Policy is available on the Company's website at https://olectra.com/policies/.

RISK MANAGEMENT POLICY:

Pursuant to the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 the Company has formed Risk Management Committee w.e.f. 16th June, 2021. Details of Composition of the Committee forms part of the Corporate Governance Report. In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act, 2013 and in Compliance to the SEBI (LODR) Regulations, 2015, the Company has formulated Risk Management Policy to mitigate and manage the Risk Including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The policy on Risk Management is available on the website of the Company https://olectra. com/policies/.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism for Directors and Employees and accordingly adopted the "Whistle Blower Policy" pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to facilitate Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The said policy can be accessed on website of the Company at the link https://olectra.com/ policies/.

SEXUAL HARASSMENT POLICY:

Your Company is committed to create and maintain an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited. Your Company has constituted an Internal Complaints Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the said Act") to deal with complaints relating to sexual harassment at workplace.

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year ended 31^st March, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

Further, the Company has registered the details of Internal Complaint Committee with Women Development and Child Welfare Department, Government of Telangana, India.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the Report no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2023-24.

OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company has also formulated and adopted the policies as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all policies of the Company are available on our website at https://olectra.com/policies/.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Sec 134 (3)(m) of The Companies Act, 2013 read with Rule 8 of The Companies (Account) Rules, 2014 are mentioned in Annexure-8 to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Securities and Exchange Board of India has mandated the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalization. In this regard, the Business Responsibility and Sustainability Report is applicable to the Company and as per Regulation 34 of the SEBI (LODR) Regulations, 2015, detailing various initiatives taken by the Company on the environmental, social and governance front forms are mentioned in Annexure-9 to this Report.

ESG (ENVIRONMENTAL, SOCIAL AND GOVERNANCE) REPORTING:

With growing awareness regarding the detrimental effects of traditional combustion engines on air quality and climate change, there is an increasing shift towards cleaner transportation solutions globally and in India. For Olectra, this rising environmental consciousness means not just offering a sustainable product but embodying a commitment to sustainability across all facets of our Compan/ s operations.

Every aspect of Olectra's business is geared towards reducing our carbon footprint and promoting cleaner air quality - from manufacturing processes that prioritize energy efficiency and minimize waste to promoting the adoption of renewable energy sources.

This year, the Company invested 38% of its capital expenditure to improve the environmental and social impacts of our products and processes. Thus, by investing in research and development to improve efficiency, extend range capabilities, and enhance recyclability, Olectra has been

pushing its boundaries and providing avenues of low carbon mobility across India.

Through transparent communication and engagement with stakeholders, including consumers, investors, and communities, the Company aims to demonstrate leadership in driving this transition towards a more sustainable future. We prioritize the well-being of the workforce by providing fair wages, safe working conditions, opportunities for professional development, and promoting a diverse and inclusive workplace culture. Olectra has an exemplary Zero-safety related incident record for three consecutive years now - a testament to our Company's utmost dedication to building a safe and healthy workplace.

Furthermore, the Company has established principles and practices that ensure transparency, accountability, ethical conduct, and effective decision-making across all levels. Olectra's Board of Directors plays a crucial role in overseeing the company's strategic direction, including its commitment to sustainability and ethical practices. Given the dynamic nature of the automotive industry, we understand that effective risk management and identifying key opportunities is critical. For this, Olectra identified its most material sustainability focus areas in the last financial year, and we have taken essential steps this year to implement several initiatives in line with our priority focus areas.

Olectra is publishing its second Business Responsibility and Sustainability Report (BRSR) this year, as part of this Annual Report. To ensure greater transparency, the Company will also publish its inaugural Sustainability Report this year which will delve further into the Company's commitment to sustainability and how it intersects with its mission to revolutionize transportation through electric mobility by outlining its environmental and societal efforts.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

All Independent Directors have furnished to the Company the requisite declarations that they meet the relevant independence criteria as laid

down in Section 149(6) of the Companies Act, 2013, as well as the Regulation 16(1)(b) read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by the Regulators or Courts or Tribunal impacting the Company's going concern status and/or its future operations.

However, as mentioned above, Hon'ble Supreme Court of India has pronounced its Judgement in favour of the Evey Trans Private Limited (which is an operational arm of Company) in the matter relating to supply of 2,100 Electric Buses Contract received from Brihan Mumbai Electric Supply & Transport Undertaking (BEST) on 19th May, 2023.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, the Company has not done any one-time settlement with Banks or Financial Institutions.

ACKNOWLEDGEMENTS:

The Board of Directors thank the Company's customers, suppliers, dealers, banks, financial institutions, Government and Regulatory Authorities and consultants for their continued support. The Directors express their sincere gratitude to the shareholders and also wish to place on record their appreciation for the committed services rendered by all the employees of the Company.

For and on behalf of the Board

Sd/- Sd/-

K.V. Pradeep P. Rajesh Reddy

Chairman & Managing Director Director DIN: 02331853 DIN: 02758291

Place: Hyderabad Date : 29^th August, 2024