Directors Report of Ather Energy Ltd.

Mar 31, 2026

Your Directors have immense pleasure in presenting the 13^th Annual Report of your Company together with the audited
financial statements for the financial year ended March 31, 2026.

1. Financial Highlights

Particulars	Financial year ended March 31, 2026	Financial year ended March 31, 2025
Revenue from operations	3,671.76	2,255.01
Other Income	151.32	50.21
Total Income	3,823.08	2,305.22
Operating expenditure	4,080.12	2,835.86
Loss before finance costs, depreciation &	(257.04)	(530.64)
amortisation expenses, exceptional items and tax
Finance costs	82.20	110.62
Depreciation and amortization expenses	172.89	171.02
Loss before exceptional items and tax	(512.13)	(812.28)
Exceptional items	5.04	-
Loss before tax	(517.17)	(812.28)
Tax expense	-	-
Loss for the year	(517.17)	(812.28)

Review of operations

During the year, the total income of your Company increased to X 3,823.08 crores as compared to X 2,305.22 crores
in the previous year, registering a growth of 66%. The loss for the year was X (517.17) crores as compared to X (812.28)
crores in the previous year registering an improvement of 36%.

The operating and financial performance of your Company has been covered in the Management Discussion and
Analysis Report which forms part of the Annual Report.

2. Dividend

In view of the losses for the financial year, no
dividend is recommended as per the provisions of
the Companies Act, 2013, as amended (âthe Actâ),
and the Rules framed thereunder. The Dividend
Distribution Policy as per the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âListing
Regulationsâ) is available on the Companyâs website
on https://media.atherenergy.com/Dividend-Distri-
bution-Policy.pdf.

The Company has not declared any dividend in
the past and hence there is no unclaimed amount
required to be transferred to Investor Education and
Protection Fund (IEPF).

3. Transfer to Reserves

During the year under review, the Company has not
transferred any amount to reserves.

4. State of Companyâs Affairs

During the year, your Company sold 2,62,942 units
of electric scooters as compared to 1,55,394 units
in the previous year, registering a significant growth
of around 69% YoY. Driven by robust demand in the
convenience segment, the Ather Rizta experienced
excellent market traction, achieving a sales volume of
1,99,134 units.

During the year, the Company embarked on a historic
journey of initial public offering of its equity shares
aggregating to X 2,980.76 crores, comprising of
issue of fresh equity shares aggregating X 2,626.00
crores as well as offer for sale by certain existing
shareholders aggregating X 354.76 crores (âIPOâ).
We are pleased to inform that your Companyâs equity
shares were successfully listed on May 6, 2025 on
BSE Limited and National Stock Exchange of India
Limited.

5. Share Capital and Debentures
A. Share Capital

a. Authorized Share Capital

The members of the Company vide Postal
Ballot completed on August 17, 2025 and
results declared on August 18, 2025 approved
reclassification of Authorised Share Capital
by classifying the compulsorily convertible
preference shares of X 40,00,00,000 into
a resultant number of equity shares of
X 40,00,00,000 comprising of 40,00,00,000
Equity Shares having a face value of X 1/- each
and consequent alteration to the Capital Clause
of the Memorandum of Association of the
Company.

Consequent to reclassification, the authorised
share capital of the Company as on March 31,
2026 stood at X 1,00,00,00,000 divided into
1,00,00,00,000 equity shares of face value of
X 1/- each.

b. Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share
capital of the Company as on March 31, 2026 is
X 38,26,73,164 divided into 38,26,73,164 equity
shares of X 1/- each.

Details of issuance of equity shares done by the
Company during the financial year under review
are given hereunder:

i. During the year under review, 8,18,16,199
equity shares of face value X 1/- each were
allotted as a fresh issue pursuant to Initial
Public Offer (IPO).

ii. During the year under review, 1,02,13,496
equity shares of face value X 1/- each were
allotted on exercise of employee stock
options by the option holders under Ather
Energy ESOP 2025 of the Company.

c. Listing of Equity Shares on Stock Exchanges

During the year, the Company came out with
Initial Public Offering of 9,28,67,945 equity shares
having face value of X 1/- each (âEquity Sharesâ)
at an Offer Price of X 321/- per equity share,
including premium of X 320/- per equity share
aggregating to X2,980.76 crores, comprising
of Fresh issue of 8,18,16,199 equity shares and
an offer for sale of 1,10,51,746 equity shares
by certain existing equity shareholders of the
Company. A discount of X 30/-per equity share
was offered to Eligible Employees bidding in the
Employees Reservation Portion. The issue was
open for subscription from April 28, 2025, to April
30, 2025. On May 06, 2025, the equity shares
of your Company got listed on National Stock
Exchange of India Limited and BSE Limited.

d. Equity Shares with differential voting rights
and Sweat Equity Shares

The Company has neither issued the equity
shares with differential voting rights nor issued
sweat equity shares in terms of the Act.

B. Debentures

As on March 31, 2026, the Company does not have
any outstanding Debentures. During the year the
Company has not made any preferential allotment or
private placement of Debentures. Following unlisted,
secured, redeemable Non-Convertible Debentures
(NCD) of face value of X 1,00,000/- per NCD issued by
the Company were redeemed during the year:

â¢ 10,000 Series B NCD allotted to InnoVen Capital
India Fund

â¢ 1,500 Series B1 NCD allotted to Alteria Capital Fund
II-Scheme I

â¢ 1,500 Series B1 NCD allotted to Alteria Capital Fund
III - Scheme A

â¢ 2,000 Series C NCD allotted to Alteria Capital Fund
II-Scheme I

â¢ 3,000 Series C NCD allotted to Alteria Capital
Fund III-Scheme A

â¢ 6,000 Series C1 NCD allotted to InnoVen Capital
India Fund

â¢ 5,000 Series C3 NCD allotted to Stride Ventures
Debt Fund II

â¢ 5,000 Series C3 NCD allotted to Nuvama
Crossover Yield Opportunities Fund

â¢ 10,000 Series C3 NCD allotted to Stride Ventures
Debt Fund 3

â¢ 6,000 Series D1 NCD allotted to InnoVen Capital
India Fund

â¢ 2,000 Series D2 NCD allotted to InnoVen Capital
India Fund

â¢ 2,000 Series D3 NCD allotted to InnoVen Capital
India Fund

6. Subsidiaries, Joint Ventures & Associate
Companies

The Board of Directors at their meeting held on
December 19, 2025, accorded their approval for
incorporation of a Wholly Owned Subsidiary (âWOS"),
for offering and facilitating insurance policies in the
capacity of Corporate Agent.

Further, the Board of Directors at their meeting held
on February 02, 2026, accorded their approval for
incorporation of a WOS in Hong Kong to support
the Companyâs critical procurement functions and
enhance supply chain resilience within the Asia-
Pacific (APAC) region.

Since both the WOS are under incorporation
as at March 31, 2026, a separate section on the
performance and financial position under the
provisions of Section 129(3) of the Act, is not
applicable to the Company.

The Companyâs Policy for determining Material
Subsidiaries is available on the https://media.
atherenergy.com/Policy-for-determining-Material-
Subsidiaries.pdf

7. Management Discussion and Analysis

Management Discussion and Analysis Report for the
year under review, as stipulated under the Listing
Regulations, is presented in a separate section,
forming part of the Annual Report.

8. Material changes affecting the Financial
position of the Company

There are no material changes and commitments
affecting the financial position of the Company that
has occurred since the end of the financial year till
the date of this report.

9. Change in the Nature of Business, if any

There has been no change in the nature of business
of the Company during the financial year ended
March 31, 2026.

10. Internal Financial Controls and Internal Audit

The Company has an adequate system of internal
controls commensurate with its size and scale of
operations, procedures and policies, ensuring
orderly and efficient conduct of its business,
including adherence to the Companyâs policies,
safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable
financial information.

As part of the Corporate Governance Report, Chief
Financial Officer (CFO) certification is provided for
assurance on the existence of effective internal
control systems and procedures in the Company.

The internal control framework is supplemented
with an internal audit program that provides an
independent view of the effectiveness of the
process and controls and supports a continuous
improvement program. The Audit Committee of the
Board oversees the internal audit function.

The Audit Committee is regularly apprised by
the internal auditors through various reports and
presentations. The scope and authority of the internal
audit function is derived from the Audit Committee
charter approved by the Board. The internal audit
function develops an internal audit plan to assess
control design and operating effectiveness, as per
the risk assessment methodology and provides
assurance to the Audit Committee that a system of
internal control is designed and deployed to manage
key business risks and is operating effectively.

Further, in terms of section 138 of the Act, the
Company had appointed M/s. Protiviti India Member
Private Limited as Internal Auditors of the Company
for the FY26.

11. Public Deposits

During the FY26, the Company has not accepted any
deposits from public under the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014, as
amended.

12. Auditors

i. Statutory Auditors and Statutory Auditorâs
Report

Pursuant to the provisions of section 139 of the
Act, M/s. Deloitte Haskins & Sells, Chartered
Accountants (Firm Registration 008072S) were
appointed as Statutory Auditors of the Company
at the Annual General Meeting held on July 15,
2021 to hold office from the conclusion of 8^thAnnual General Meeting till the conclusion of 13^thAnnual General Meeting, covering one term of five
consecutive years.

The Statutory Auditors have given unmodified
opinion on the audited financial statements of the
Company for the financial year ended March 31,
2026, which forms part of the Annual Report. The
Statutory Auditors have given no qualification,
reservation or adverse remark or disclaimer in
its report. The Auditors of the Company have not
reported any fraud in terms of the second proviso
to Section 143(12) of the Act.

ii. Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of
the Act, read with corresponding rules made
thereunder, as amended from time to time, the
members of the Company at the 12^th Annual
General Meeting (AGM) held on September 17,
2025 approved the appointment of M/s. BMP
& Co. LLP, Practising Company Secretaries,
(Firm registration number: L2017KR003200),
a Peer Reviewed Firm as Secretarial
Auditors of the Company for a period of five
consecutive years commencing from FY26 till
FY30.

The Secretarial Audit Report as submitted by
Secretarial Auditors in Form MR-3 is annexed as
Annexure-I to this report.

There are no observations including any
qualification, reservations, adverse remarks or
disclaimer in the Secretarial Audit Report that call
for any explanation from the Directors.

Pursuant to Regulation 24A (2) of the Listing
Regulations, listed entities are required to submit,
on annual basis, the Secretarial Compliance
Report with the stock exchanges within sixty days
from the end of the financial year. The Company
has received the Secretarial Compliance Report
from M/s. BMP & Co. LLP, Practising Company
Secretaries. and the same can be accessed at
https://www.atherenergy.com/investor-relations/
governance#secretarial-compliance-report.

iii. Cost Auditor & Cost records

The Company has maintained cost records
and accounts as specified by the Central
Government under Section 148(1) of the Act
and Companies (Cost Records and Audit)
Rules, 2014 in respect of Lithium-ion battery
packs manufactured by the Company. The
Company is not required to undertake Cost
Audit as prescribed under the Companies
(Cost Records and Audit) Rules, 2014.

13. Directors and Key Managerial Personnel
(KMPs)

i. Board of Directors

As on March 31, 2026, the Board of Directors
has 8 Members viz. 6 Non-executive Directors
(including 3 Independent Directors) and 2
Executive Directors.

The Composition of Board of Directors as on March 31, 2026 is detailed below:

S.No.	Name of Director	DIN	Designation
1.	Ms. Neelam Dhawan	00871445	Chairperson & Non-executive Independent Director
2.	Mr. Tarun Sanjay Mehta	06392463	Executive Director & Chief Executive Officer (CEO)
3.	Mr. Swapnil Babanlal Jain	06682759	Executive Director & Chief Technical Officer (CTO)
4.	Mr. Pankaj Sood	05185378	Non-executive Director
5.	Mr. Ram Kuppuswamy	09817635	Non-executive Director
6.	Mr. Kaushik Dutta	03328890	Non-executive Independent Director
7.	Mr. Sanjay Nayak	01049871	Non-executive Independent Director
8.	Mr. Vivek Anand*	06891864	Non-executive Director

*Appointed as Non-executive Director with effect from November 10,2025.

Below were the changes in Directors during the

FY26:

â¢ Mr. Niranjan Kumar Gupta (DIN: 07806792) has
resigned as Non-executive Director of the
Company with effect from the close of business
hours of May 06, 2025.

â¢ Mr. Nilesh Shrivastava (DIN: 09632942) has
resigned as Nominee Director of the Company
with effect from May 27, 2025.

â¢ The Board of Directors at their meeting held on
November 10, 2025 approved the appointment
of Mr. Vivek Anand (DIN: 06891864) as NonÂ¬
executive Director of the Company effective from
November 10, 2025 and the same was approved
by the members through Postal Ballot completed
and results declared on January 21, 2026.

â¢ The members of the Company at the 12^th Annual
General Meeting held on September 17, 2025,
approved re-appointment of Mr. Pankaj Sood
(DIN: 05185378) as Non-executive Director of the
Company.

ii. Key Managerial Personnel (KMPs)

In accordance with the provisions of Sections
2(51) and 203 of the Act, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the following are the Key
Managerial Personnel of the Company:

S. No.	Name	Designation
1.	Mr. Tarun Sanjay Mehta	Executive Director & CEO
2.	Mr. Swapnil Babanlal Jain	Executive Director & CTO
3.	Mr. Sohil Dilipkumar Parekh	Chief Financial Officer
4.	Ms. Puja Aggarwal	Company Secretary & Compliance Officer

14. Independent Directors

i. The Company has received declarations from
each of the Independent Directors that he/she
meets the criteria of independence as laid out in
Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations.

ii. The Board of Directors is of the opinion that all
the Independent Directors meet the criteria

regarding integrity, expertise, experience and
proficiency.

iii. I n terms of Regulation 25(8) of Listing Regulations,
all the Independent Directors have confirmed that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgement
and without any external influence.

In the opinion of the Board, there has been no
change in the circumstances affecting their status
as Independent Directors of the Company and
the Independent Directors are persons of high
repute, integrity and possess relevant expertise and
experience in the respective fields. Further, in terms
of Section 150 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules,
2014, as amended, the Independent Directors of the
Company have registered their names in the data
bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.

iv. During the year under review, the Non-executive
Directors of the Company had no pecuniary
relationship or transactions with the Company.
Further, Independent Directors had no pecuniary
relationship or transactions with the Company,
other than sitting fees and remuneration. Further,
they are entitled to receive remuneration as per
the provisions of Section II of Part II of Schedule V
of the Act for the FY26.

v. The Independent Directors of the Company have
provided declarations with respect to compliance
with the Code for Independent Directors
prescribed in Schedule IV of the Act and Code of
Conduct for Directors and Senior Management
Personnel as laid down by the Company.

15. Committee of Directors

The Company has constituted Committees as
required under the Act and the Listing Regulations
and the details of the said Committees are provided
in the Corporate Governance Report.

16. Board and Committee Meetings

During the year, Fourteen Board meetings and
Eighteen Committee meetings were held. Detailed
information regarding the Board and Committee
meetings is included in the Corporate Governance
Report.

17. Evaluation of the Board, Committees, and
Individual Directors

Pursuant to the provisions of Act and the Listing
Regulations, evaluation of the Board was conducted
for the FY26. An online questionnaire method
was adopted for evaluation based on the criteria
approved by the Nomination and Remuneration
Committee (âNRCâ) including a dedicated section
for providing subjective feedback/suggestions. The
evaluation was made to assess the performance of
individual Directors, Committees of the Board, Board
as a whole and the Chairperson. The evaluation of
the Board was based on criteria such as structure
and composition, effectiveness of Board processes,
governance and compliance, access of Board to
management for information, awareness of industry
trends etc. The performance of the Committees was
evaluated based on criteria such as the composition
of Committees, effectiveness of Committee meetings
and its reporting to the Board, understanding of terms
of reference. The evaluation of individual Directors
was based on criteria such as personal attributes,
participation and preparedness, availability, ethics,
integrity, governance, understanding of business,
corporate governance, value addition etc. Further,
the evaluation of Executive Directors included
additional criteria like achievement of targets set by
Board and execution of plan, information sharing,
leadership skills, relationship with Board members
and all stakeholders.

The NRC at its meeting held on April 07, 2026, reviewed
the outcome of the evaluation process. Further,
the Independent Directors of the Company met
separately on April 07, 2026, wherein, they reviewed
the performance of the Non-Independent Directors
and Board as a whole and of the Chairperson taking
into account the views of Executive and NonÂ¬
executive Directors and they also assessed the quality,
quantity and timeliness of flow of information between
the Companyâs Management and the Board that is
necessary for the Board to effectively and reasonably
perform their duties. The above evaluation was then
discussed in detail at the Board Meeting held on
April 23, 2026.

18. Policy on appointment of Directors and
Remuneration

The Companyâs policy on Directorsâ appointment
and remuneration and other matters provided in
Section 178(3) of the Act, is available on the website

of the Company at https://media.atherenergy.com/
NRC-Policy.pdf.

We affirm that the remuneration paid to the Directors
is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.

19. Whistle Blower/Vigil Mechanism

The Company strongly believes in conduct of its
business in a fair, transparent, lawful, and ethical
manner. Your Company has implemented a WhistleÂ¬
Blower policy in line with Section 177(9) & (10) of the
Act, read with Rule 7 of Companies (Meetings of
Board and its Powers) Rules, 2014, for its employees
and stakeholders to raise and report genuine
concern(s) regarding unethical behaviour, actual or
suspected fraud, violation of Companyâs policies
or applicable laws. The Whistle Blower Policy is
available on the website of the Company at https://
media.atherenergy.com/Whistle-Blower-Policy.pdf .

The Company, as a policy, condemns any kind of
discrimination, harassment, victimization, or any other
unfair employment practice being adopted against
whistle blowers and provides adequate safeguard
measures. It also provides direct access to the
Chairperson of the Audit Committee to raise concerns.

20. Corporate Social Responsibility

The Company is dedicated to fostering a positive
legacy through active community engagement and
environmental stewardship. We believe that true
corporate success is inseparable from the health of
our society. Through sustainable innovation, we are
committed to creating a lasting, positive impact on
the world around us.

While the Company does not meet the criteria
set out for constitution of CSR Committee and
contributions based on the statutory norms
required under section 135 of the Act yet, the
Company has always been committed to building
a sustainable ecosystem and is placing concerted
efforts to operate in ways that enhance society
and the environment.

The Company has a well-defined policy on CSR
under Section 135 of the Act. The CSR policy of the
Company is available on its website athttps://media.
atherenergy.com/CSR-Policy.pdf. Annual Report
on CSR activities is annexed as Annexure-II to
this report.

21. Particulars of contracts or arrangements with
related parties

During FY26, all contracts/arrangements/transactions
entered into by your Company with related parties
were in compliance with the applicable provisions of
the Act and the Listing Regulations. The Company
has formulated a policy on dealing with related party
transactions, which is available at https://media.
atherenergy.com/RPT-Policy.pdf. The policy intends
to ensure that proper reporting, approval and
disclosure processes are in place for all transactions
between the Company and related parties.

Your attention is drawn to Note 36 to the financial
statements which sets out related party disclosures.
All related party transactions entered in to by the
Company were in ordinary course of business and on
armâs length basis.

No material related party transactions were entered
into by the Company during the year.

Disclosures as required under Section 134(3)(h)
read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 as specified
under the Act which is annexed as Annexure-III to
this report.

22. Particulars of Loans, Guarantees or
Investments

During FY26 your Company has not given any loans
or guarantee and not made any investment pursuant
to Section 186 of the Act and Schedule V of the Listing
Regulations.

23. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The details regarding conservation of energy,
technology absorption, and foreign exchange
earnings and outgo is annexed as Annexure-IV to
this report.

24. Copy of Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is
available on Companyâs website at https://media.
atherenergy.com/MGT-7.pdf

25. Significant and material orders passed by the
Regulators or Courts or Tribunals impacting
the going concern status and Companyâs
operations in future

During the year under review, no significant
and material orders were passed by the
Regulators or Courts or Tribunals impacting the
going concern status and Companyâs operations
in future.

26. Remuneration details

The statement containing remuneration details
as required under Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, (âRulesâ) is provided in Annexure-V to this
report.

The information required under Rule 5(2) and (3) of the
Rules, is provided as a separate annexure forming part
of this report. However, the report is being sent to the
members of the Company excluding the statement
of particulars of employees under Rule 5(2) and (3)
of the Rules. Any member interested in obtaining
a copy of the same may write to the Company
Secretary & Compliance Officer of the Company at
[email protected]. The same is also open for
inspection at the registered office of the Company.
Further, none of the employees listed in the said
Annexure are related to any Director of the Company.

27. Disclosure on Employee Stock Option Plan
(ESOP)

On May 06, 2025, the equity shares of your Company
got listed on National Stock Exchange of India
Limited and BSE Limited. Post the IPO, as per
requirement of Regulation 12(1) of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (âSEBI
(SBEB & SE) Regulationsâ) the Companyâs Employee
Stock Option Plan, namely Amended and Restated
Ather Energy ESOP Plan 2025 (âAther Energy ESOP
2025â) was amended and ratified by the members
of the Company vide Postal Ballot completed on
August 17, 2025 and the results of the Postal Ballot
were declared on August 18, 2025.

During the year, members of the Company vide
Postal Ballot approval mentioned above increased
the ESOP pool size to 2,66,56,428 options by addition
of 84,00,000 options under Ather Energy ESOP
2025 and aligning the Plan with SEBI (SBEB & SE)

Regulations, pursuant to listing of Companyâs equity
shares on the stock exchanges. Other than these
changes, there were no material changes in the Ather
Energy ESOP 2025.

During the year under review, the Company has
obtained in-principle approvals from the Stock
Exchanges in relation to the Ather Energy ESOP 2025
for allotment of equity shares against the exercise of
stock options.

The NRC administers and monitors the Companyâs
ESOP in accordance with SEBI (SBEB & SE)
Regulations. During the year, 13,63,537 stock options
were granted to eligible employees under the Ather
Energy ESOP 2025.

Disclosures as required under Rule 12 of Companies
(Share Capital and Debentures) Rules, 2014, SEBI
(SBEB & SE) Regulations, read with SEBI Circular
CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 is
available on the website of the Company at https://
media.atherenergy.com/ESOP-Disclosure-FY-25-26.
pdf.

The certificate from the Secretarial Auditors that the
ESOP has been implemented in accordance with
SEBI (SBEB & SE) Regulations and the resolutions
passed by the members shall be available at the
Annual General Meeting for inspection.

>8. Directorsâ Responsibility Statement

Your Directors make the following statement, in
relation to financial statements for the financial year
ended March 31, 2026, in terms of Section 134 of the
Act, which is to the best of their knowledge and belief
and according to the information and explanations
obtained by them, that:

a) In the preparation of the annual accounts,
applicable accounting standards has been
followed along with proper explanation relating to
material departures;

b) Appropriate accounting policies were selected
and applied consistently and judgments and
estimates that are reasonable and prudent were
made so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit and loss of the
Company for that period;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records

in accordance with the provisions of the Act, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) The annual accounts were prepared on a going
concern basis;

e) Internal financial controls to be followed by the
Company were laid down and such internal
financial controls were adequate and 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.

29. Risk Management Policy

Effective risk management is an essential pillar of
our business strategy. We prioritize the continuous
assessment of potential challenges to safeguard our
growth. The Risk Management Committee oversees
how management monitors compliance with the risk
management policies and procedures and reviews
the adequacy of the risk management framework in
relation to the risks being faced by the Company.

The Company has a Risk Management Policy which
deals with major elements of risks that may threaten
existence of the Company and suitable steps to
mitigate the same.

The Risk management policy is available on the
website of the Company at https://media.atherenergy.
com/Risk-Management-Policy.pdf .

30. Disclosures under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013

The Company has a policy on Prevention,
Prohibition & Redressal of Sexual Harassment
at the Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee has been set up
to redress the complaints received regarding sexual
harassment. All employees including contract labour,
consultants, service providers etc. associated with
the Company are covered in this policy. During the
year, the Company complied with all provisions of
the said Act. Following is the summary of complaints
received and disposed during the year:

Number of complaints received: 03

Number of complaints disposed: 07*

Number of complaints withdrawn: 0

Number of complaints pending for more than 90
days: 0**

*4 cases reported in Q4 FY25 were closed in FY26.

**2 cases closed after 90 days, which was reported in FY25.

31. Compliance with the provisions of Maternity
Benefit Act, 1961

The Company has devised proper systems to ensure
compliance with Maternity Benefit Act, 1961. During
the year, the Company complied with all provisions
of the said Act.

32. Compliance with Secretarial Standards

The Company has devised proper systems to ensure
compliance with applicable Secretarial Standards
and such systems are adequate and operating
effectively.

33. Corporate Governance

As per Regulation 34 and Schedule V(C) to the Listing
Regulations, the Corporate Governance Report
with the Compliance certificate from the Practicing
Company Secretary is annexed as Annexure-VI to
this report.

34. Details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 Of 2016)
during the year along with their status as at
the end of the financial year

No application was made or proceedings were
pending under the Insolvency and Bankruptcy Code,
2016 (31 Of 2016) during the financial year.

35. 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 period under review, the Company has not
entered into any one-time settlement with any Banks
or Financial Institutions; therefore, the disclosure of
valuation differences is not required.

36. Cautionary Statement

Members and readers are cautioned that in the case
of data and information external to the Company,
no representation is made on its accuracy or
comprehensiveness though the same are based
on sources believed to be reliable. Utmost care
has been taken to ensure that the opinions
expressed by the management herein contain its
perceptions, as on the date of the report, on the
material impacts on the Companyâs operations, but
it is not exhaustive as they contain forward looking
statements which are extremely dynamic and
increasingly fraught with risk and uncertainties.
Actual results, performances, achievements or
sequence of events may be materially different
from the views expressed herein.

37. Acknowledgement

The Board welcomes its new members who have
come on board pursuant to initial public issue of
the Company. The Board also expresses its sincere
appreciation to the various Government/Regulatory
authorities, Companyâs valued customers, suppliers,
vendors and bankers for their continued coÂ¬
operation, trust and support. Further, the Board
conveys its gratitude to the Companyâs Founders,
members and other stakeholders for their continued
support. The Board also expresses its deep sense
of appreciation and acknowledgement to all the
employees, for their professional commitment and
dedication in furthering Companyâs objectives.

For and on behalf of the Board of Directors of

Ather Energy Limited

Tarun Sanjay Mehta Swapnil Babanlal Jain

Executive Director & CEO Executive Director & CTO

DIN: 06392463 DIN: 06682759

Place: Bengaluru Place: Bengaluru

Date: May 04, 2026 Date: May 04, 2026

Mar 31, 2025

Your Directorsâ have immense pleasure in presenting the 12^th Annual Report of your Company together with the
audited financial statements for the financial year ended March 31, 2025.

1. Financial Highlights

'' Million

Particulars Financial Financial

year ended year ended

March 31, 2025 March 31, 2024

Revenue from operations	22,550	17,538
Other income	502	353
Total income	23,052	17,891
Operating expenditure	28,359	24,385
Loss before finance costs, depreciation & amortisation, exceptional item and tax	(5,307)	(6,494)
Finance costs	1,106	890
Depreciation and amortization expenses	1,710	1,467
Loss before exceptional items and tax	(8,123)	(8,851)
Exceptional items	0	1,746
Loss before tax	(8,123)	(10,597)
Tax expense	0	0
Loss for the year	(8,123)	(10,597)

Review of operations

During the year, the total income of your Company increased to '' 23,052 million as compared to '' 17,891 million in the
previous year, registering a growth of 29%. The loss for the year was '' 8,123 million as compared to '' 10,597 million ir
the previous year registering an improvement of 23%.

The operating and financial performance of your Company has been covered in the Management Discussion anc
Analysis Report which forms part of the Annual Report.

2. Dividend

In view of the losses for the financial year, no
dividend is recommended as per the provisions of
the Companies Act, 2013, as amended (âthe Actâ),
and the Rules framed thereunder. The Dividend
Distribution Policy as per the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (âListing Regulationsâ) is available on the
Companyâs website on https://media.atherenergy.
com/Dividend-Distribution-Policy.pdf

The Company has not declared any dividend in
the past and hence there is no unclaimed amount
required to be transferred to investor education
and protection fund.

3. Transfer to Reserves

During the year under review, the Company has
not transferred any amount to reserves.

4. State of Companyâs Affairs

During the year, your Company sold 155,394 units
of electric scooters as compared to 109,577 units in
the previous year, registering a significant growth
of around 42% YoY. The Companyâs electric
scooters had excellent traction amongst the
premium scooter buyers with 65,093 of the total
units sold being vehicles with top end features.

During the year, the Company changed its status
from a private to a public limited company w.e.f.
August 27, 2024. It also embarked on a historic
journey of initial public offering of its equity shares
aggregating to '' 29,808 million, comprising
of issue of fresh equity shares aggregating
'' 26,260 million as well as offer for sale by certain
existing shareholders aggregating '' 3,548
million (âIPOâ). We are pleased to inform that your
Companyâs equity shares were successfully listed
on May 6, 2025 at the BSE Limited and National
Stock Exchange of India Limited.

5. Share Capital and Debentures

A. Share Capital

a. Authorized Share Capital

The Company at its Extraordinary General
Meeting held on June 21, 2024 vide ordinary
resolution increased the authorised share
capital of the Company from '' 9,365,778
to '' 500,000,000.

Further, the Company at its Extraordinary
General Meeting held on September 05,
2024 vide ordinary resolution increased the
authorised share capital of the Company
from '' 500,000,000 to '' 1,000,000,000.

b. Issued, Subscribed and Paid-Up Share
Capital

The issued, subscribed and paid-up share
capital of the Company as on March 31, 2025
is '' 290,643,469 divided into 290,643,469
equity shares of '' 1/- each.

Details of issuance of equity shares and
compulsory convertible preference shares
by the Company during the financial year
under review are given hereunder:

On June 21, 2024, the Company subdivided
3,530 equity shares of '' 37 each to 130,610
equity shares of '' 1 each.

On June 22, 2024, the Company issued
29,658,520 Bonus equity shares of '' 1 each
to equity shareholders.

On July 04, 2024, 907,236 equity shares of
'' 1 each were issued on exercise of stock
options pursuant to the Companies (Share
Capital and Debentures) Rules, 2014.

On July 09, 2024, the Company allotted
74,148 Series F CCPS of '' 1 each which
were converted into equity shares on
February 25, 2025.

On September 04, 2024, the Company
allotted 16,528,925 Series G CCPS of '' 10
each which were converted into equity
shares on March 08, 2025.

On February 25, 2025, 19,352,628 equity
shares of '' 1 each were issued pursuant
to conversion of Series F compulsory
convertible preference shares.

On March 08, 2025, 240,483,445 equity
shares of '' 1 each were issued pursuant
to conversion of outstanding compulsory
convertible preference shares.

During the financial year under review, the
Company has neither issued the equity shares
with differential voting rights nor issued sweat
equity shares in terms of the Companies Act, 2013.

B. Debentures

On April 28, 2024, the Company allotted 5,000
Series C unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value
of '' 100,000 per NCD to Alteria Capital Fund II -
Scheme I and Alteria Capital Fund III - Scheme A.

On May 04, 2024, the Company allotted 6,000
Series C1 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value
of '' 100,000 per NCD to InnoVen Capital India Fund.

On May 30, 2024, the Company allotted 10,000
Series C3 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value of
'' 1,00,000 per NCD to Stride Ventures Debt Fund II.

On June 13, 2024, the Company allotted 10,000
Series C3 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of
face value of '' 1,00,000 per NCD to Stride
Ventures Debt Fund 3.

On July 24, 2024, the Company allotted 6,000
Series D1 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value
of '' 1,00,000 per NCD to InnoVen Capital India Fund.

On November 19, 2024, the Company allotted

2.000 Series D2 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value
of '' 1,00,000 per NCD to InnoVen Capital India Fund.

On February 05, 2025, the Company allotted

2.000 Series D3 unlisted, secured, redeemable
Non-Convertible Debentures (NCD) of face value
of '' 1,00,000 per NCD to InnoVen Capital India Fund.

6. Subsidiaries, Joint Ventures & Associate
Companies

The Company does not have any subsidiaries,
joint ventures, or associate companies. Hence, a
separate section on the performance and financial
position under the provisions of Section 129(3)
of the Companies Act, 2013, is not applicable
to the Company.

The Companyâs Policy for determining Material
Subsidiaries is available on the website at
https://media.atherenergy.com/Policy-for-
determining-Material-Subsidiaries.pdf

7. Management Discussion and Analysis

Management Discussion and Analysis Report for
the year under review, as stipulated under the
Listing Regulations, is presented in a separate
section, forming part of the Annual Report.

8. Material Changes Affecting the Financial
Position of the Company

On May 06, 2025, the equity shares of your
Company got listed on National Stock Exchange
of India Limited and BSE Limited, post successful
Initial Public Offering of 92,867,945 equity shares
having face value of '' 1/- each (âEquity Sharesâ) at
an Offer Price of '' 321/- per equity share, including
premium of '' 320/- per equity share aggregating
to '' 29,808 million, comprising of Fresh issue of
81,816,199 equity shares and an offer for sale of
11,051,746 equity shares by certain existing equity
shareholders of the Company. A discount of '' 30/-
per equity share was offered to Eligible Employees
bidding in the Employees Reservation Portion.

There are no other material changes and
commitments affecting the financial position of
the Company that has occurred since the end of
the financial year till the date of this report.

9. Change in the Nature of Business, if any.

There has been no change in the nature of
business of the Company during the financial year
ended March 31, 2025.

10. Internal Financial Controls and Internal Audit

The Company has an adequate system of internal
controls commensurate with its size and scale of
operations, procedures and policies, ensuring
orderly and efficient conduct of its business,
including adherence to the Companyâs policies,
safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and
completeness of accounting records and timely
preparation of reliable financial information.

As part of the Corporate Governance Report, Chief
Financial Officer (CFO) certification is provided for
assurance on the existence of effective internal
control systems and procedures in the Company.

The Audit Committee is regularly apprised by
the internal auditors through various reports and
presentations. The scope and authority of the
internal audit function is derived from the Audit
Committee charter approved by the Board.
The internal audit function develops an internal
audit plan to assess control design and operating
effectiveness, as per the risk assessment
methodology and provides assurance to the Audit
Committee that a system of internal control is
designed and deployed to manage key business
risks and is operating effectively.

Further, in terms of section 138 of the Companies
Act, 2013, the Company had appointed M/s. Ernst &
Young LLP as Internal Auditors of the Company for
the financial year 2024-2025.

11. Deposits

During the financial year 2024-25, the Company
has not accepted any deposits from public under
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, as amended.

12. Auditors

i) Statutory Auditors and Audit Report

Pursuant to the provisions of section 139 of the
Companies Act, 2013, M/s. Deloitte Haskins
& Sells, Chartered Accountants (Firm
Registration 008072S) were appointed as
Statutory Auditors of the Company at the
Annual General Meeting held on July 15,
2021 to hold office from the conclusion of 8^thAnnual General Meeting till the conclusion of
13^th Annual General Meeting, covering one
term of five consecutive years.

The Statutory Auditors have given
unmodified opinion on the audited financial
statements of the Company for the financial
year ended March 31, 2025, which forms
part of the Annual Report. The Statutory
Auditors have given no qualification,
reservation or adverse remark or disclaimer
in its report. The Auditors of the Company
have not reported any fraud in terms of the
second proviso to Section 143(12) of the
Companies Act, 2013.

ii) Secretarial Auditors & Secretarial Audit
Report

Pursuant to the provisions of Section 204
of the Companies Act, 2013 read with
corresponding rules made thereunder, as
amended from time to time, M/s. BMP & Co.
LLP, Practising Company Secretaries, (Firm
registration number: L2017KR003200) were
appointed as Secretarial Auditors to conduct
Secretarial Audit of the Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report as submitted by
Secretarial Auditors in Form MR-3 is annexed
to this Report as Annexure-I.

There are no observations including
any qualification, reservations, adverse
remarks or disclaimer in the Secretarial
Audit Report that call for any explanation
from the Directors.

Pursuant to Regulation 24A (2) of the
Listing Regulations, listed entities are
required to submit, on annual basis, the
Secretarial Compliance Report with the
stock exchanges within sixty days from the
end of the financial year. The Company
has received the Secretarial Compliance
Report from M/s. BMP & Co. LLP, Practising
Company Secretaries. and the same
can be accessed at https://media.
atherenergy.com/Secretarial-Compliance-
Report-FY-2024-25.pdff

(iii) Cost Auditor & Cost records

The Company has maintained cost records
and accounts as specified by the Central
Government under Section 148(1) of the
Companies Act, 2013 and Companies (Cost
Records and Audit) Rules, 2014 in respect
of Li-Ion battery packs manufactured by
the Company. The Company is not required
to undertake Cost Audit as prescribed
under the Companies (Cost Records and
Audit) Rules, 2014.

13. Directors and Key Managerial Personnel (KMPs)

(i) Board of Directors

As on March 31, 2025, the Board of Directors
has 9 Members viz. 7 Non-executive
Directors (including 3 Independent
Directors and 2 Nominee Directors) and two
Executive Directors.

The Composition of Board of Directors as on March 31, 2025 is detailed below:

Sl No.	Name of Director	DIN	Designation
1	Ms. Neelam Dhawan	00871445	Chairperson & Non-executive Independent Director
2	Mr. Tarun Sanjay Mehta	06392463	Executive Director & Chief Executive Officer (CEO)
3	Mr. Swapnil Babanlal Jain	06682759	Executive Director & Chief Technical Officer (CTO)
3	Mr. Niranjan Kumar Gupta*	07806792	Non-executive Director (Nominee of Hero MotoCorp Limited)
4	Mr. Nilesh Shrivastava	09632942	Nominee Director (Nominee of National Investment and Infrastructure Fund II)
5	Mr. Pankaj Sood	05185378	Nominee Director (Nominee of Caladium Investment Pte Ltd)
6	Mr. Ram Kuppuswamy	09817635	Non-executive Director (Nominee of Hero MotoCorp Limited)
7	Mr. Kaushik Dutta	03328890	Non-executive Independent Director
9	Mr. Sanjay Nayak	01049871	Non-executive Independent Director

*Resigned from the Board effective from the close of business hours of May 06,2025.

Below were the changes in Directors during the
financial year 2024-2025:

â¢ The Board of Directors at their meeting held
on July 28, 2023 approved reappointment of
Mr. Tarun Sanjay Mehta (DIN: 06392463) as
Executive Director & CEO of the Company for a
term of five years with effect from May 30, 2024.

â¢ The Board of Directors at their meeting held
on July 28, 2023 approved reappointment of
Mr. Swapnil Babanlal Jain (DIN: 06682759) as
Executive Director & CTO of the Company for a
term of five years with effect from May 30, 2024.

â¢ The Board of Directors at their meeting held

on May 06, 2024 approved appointment

of Mr. Kaushik Dutta (DIN: 03328890) as
Non-executive Independent Director of the
Company effective from May 06, 2024 for a term
of five consecutive years and the same was
approved by the Members at the Extra-ordinary
General Meeting held on May 28, 2024.

â¢ The Board of Directors at their meeting held
on August 27, 2024 approved appointment
of Ms. Neelam Dhawan (DIN:00871445) as
Non-executive Independent Director and
Chairperson of the Board effective from August 27,
2024 for a term of three consecutive years and
her appointment as Non-executive Independent
Director was approved by the Members at
the Extra-ordinary General Meeting held on
September 5, 2024.

The Board of Directors at their meeting held
on August 27, 2024 approved appointment of
Mr. Sanjay Nayak (DIN: 01049871) as Non-executive
Independent Director of the Company effective
from August 27, 2024 for a term of five consecutive
years and the same was approved by the Members
at the Extra-ordinary General Meeting held on
September 5, 2024.

(ii) Key Managerial Personnel (KMPs)

In accordance with the provisions of
Sections 2(51) and 203 of the Act, read
with the Companies (Appointment and
Remuneration of Managerial Personnel)

Rules, 2014 the following are the Key
Managerial Personnel of the Company:

S. Name Designation

1	Mr. Tarun Sanjay Mehta	Executive Director & CEO
2	Mr. Swapnil Babanlal Jain	Executive Director & CTO
3	Mr. Sohil Dilipkumar Parekh	Chief Financial Officer
4	Ms. Puja Aggarwal	Company Secretary & Compliance Officer

Below were the changes in the Key Managerial
Personnel during financial year 2024-2025:

â¢ Mr. Tarun Sanjay Mehta (DIN: 06392463) was
reappointed as Executive Director & CEO of
the Company for a term of five years with effect
from May 30, 2024.

â¢ Mr. Swapnil Babanlal Jain (DIN: 06682759) was
reappointed as Executive Director & CTO of
the Company for a term of five years with effect
from May 30, 2024

â¢ Mr. Sohil Dilipkumar Parekh was appointed as
Chief Financial Officer of the Company with effect
from April 01, 2024.

14. Independent Directors

(i) The Company has received declarations from
each of the Independent Directors that he/she
meets the criteria of independence as laid out in
Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations.

(ii) The Board of Directors is of the opinion that all the
Independent Directors meet the criteria regarding
integrity, expertise, experience and proficiency.

(iii) In terms of Regulation 25(8) of Listing Regulations,
all the Independent Directors have confirmed that
they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge
their duties with an objective independent
judgement and without any external influence.

In the opinion of the Board, there has been no
change in the circumstances affecting their status
as Independent Directors of the Company and the
Independent Directors are persons of high repute,
integrity and possess relevant expertise and
experience in the respective fields. Further, in terms
of Section 150 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules,
2014, as amended, the Independent Directors of
the Company have registered their names in the
data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

(iv) During the year under review, the Non-executive
Directors of the Company had no pecuniary
relationship or transactions with the Company.
Further, Independent Directors had no pecuniary
relationship or transactions with the Company,
other than sitting fees. Further, they are entitled
to receive remuneration as per the provisions
of Section II of Part II of Schedule V of the Act for
the FY 2024-25.

(v) The Independent Directors of the Company have
provided declaration with respect to compliance
with the Code for Independent Directors
prescribed in Schedule IV of the Act and Code of
Conduct for Directors and Senior Management
Personnel as laid down by the Company.

15. Committees of Directors

The Company has constituted Committees as
required under the Act and the Listing Regulations
and the details of the said Committees are
provided in the Corporate Governance Report.

16. Board and Committee Meetings

During the year, 16 Board meetings were held.
Detailed information regarding the Board and
Committee meetings is included in the Corporate
Governance Report.

17. Evaluation of the Board, Committees, and
Individual Directors

Pursuant to the provisions of Act and the
Listing Regulations, evaluation of the Board
was conducted for the financial year 2024-25.
An online questionnaire method was adopted
for evaluation based on the criteria approved by
Nomination and Remuneration Committee (âNRCâ)
including a dedicated section for providing
subjective feedback/suggestions. The evaluation
was made to assess the performance of individual
Directors, Committees of the Board, Board as a

whole and the Chairperson. The evaluation of the
Board was based on criteria such as structure and
composition, effectiveness of Board processes,
governance and compliance, access of Board
to management for information, awareness of
industry trends etc. The performance of the
Committees was evaluated based on criteria such
as the composition of Committees, effectiveness
of Committee meetings and its reporting to the
Board, understanding of terms of reference.
The evaluation of individual Directors was
based on criteria such as personal attributes,
participation and preparedness, availability,
ethics, integrity, governance, understanding of
business, corporate governance, value addition
etc. Further, the evaluation of Executive Directors
included additional criteria like achievement
of targets set by Board and execution of plan,
information sharing, leadership skills, relationship
with Board members and all stakeholders.

The NRC at its meeting held on May 12, 2025
reviewed the report based on the outcome of
the evaluation process. Further, the Independent
Directors of the Company met separately
on May 12, 2025, wherein, they reviewed the
performance of the Non-Independent Directors
and Board as a whole and of the Chairperson,
taking into account the views of Executive and
Non-executive Directors and they also assessed
the quality, quantity and timeliness of flow of
information between the Companyâs Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
The above evaluations were then discussed in
detail in the Board Meeting.

18. Policy on appointment of Directors and
Remuneration

The Companyâs policy on Directorsâ
appointment and remuneration and other
matters provided in Section 178(3) of the Act,
is available on the website of the Company at
https://media.atherenergy.com/NRC-Policy.pdf

We affirm that the remuneration paid to
the Directors is as per the terms laid out in
the Nomination and Remuneration Policy
of the Company.

19. Whistle Blower/Vigil Mechanism

The Company strongly believes in conduct of its
business in a fair, transparent, lawful, and ethical
manner. Your Company has implemented a

Whistle-Blower policy in line with Section 177(9)
& (10) of the Act, read with Rule 7 of Companies
(Meetings of Board and its Powers) Rules, 2014,
for its employees and stakeholders to raise and
report genuine concern(s) regarding unethical
behaviour, actual or suspected fraud, violation of
Companyâs policies or applicable laws. The Whistle
Blower Policy is available on the website of the
Company at https://media.atherenergy.com/
Whistle-Blower-Policy.pdf

The Company, as a policy, condemns any kind of
discrimination, harassment, victimization, or any
other unfair employment practice being adopted
against whistle blowers and provides adequate
safeguard measures. It also provides direct
access to the Chairperson of the Audit Committee
to raise concerns.

20. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is a
significant and foremost attitude of responsibility
towards society. The Company believes in
actively contributing to the social, economic and
environmental development of the community in
which it operates, ensuring participation from the
community and thereby create value for the nature
and its inhabitants through sustainable means.

The Company has a well-defined policy on CSR
under Section 135 of the Act. The CSR Policy
of the Company is available on its website at
https://media.atherenergy.com/CSR-Policy.pdf.
Details on CSR activities voluntarily undertaken
by the Company during the year are provided in
Annexure-II forming part of this report.

21. Particulars of contracts or arrangements with
related parties

During FY25, all contracts/arrangements/
transactions entered into by your Company
with related parties were in compliance with the
applicable provisions of the Act. The Company

has formulated a policy on dealing with related
party transactions, which is available at https://
media.atherenerqy.com/RPT-policv-2025.pdf The
policy intends to ensure that proper reporting,
approval and disclosure processes are in place
for all transactions between the Company and
related parties.

Your attention is drawn to Note 36 to the
financial statements which sets out related party
disclosures. All related party transactions entered
in to by the Company were in ordinary course of
business and on armâs length basis.

No material related party transactions were
entered into by the Company during the year.

Disclosures as required under Section 134(3)(h)
read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Form AOC-2 as specified
under Companies Act, 2013 which is annexed as
Annexure-III to this report.

22. Particulars of loans, guarantees or investments

During FY 25, your Company has not given any
loans or guarantee and not made any investment
pursuant to Section 186 of the Act and Schedule V
of the Listing Regulations.

23. Conservationof Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

The details regarding conservation of energy,
technology absorption, and foreign exchange
earnings and outgo is annexed as Annexure-IV
to this report.

24. Copy of Annual Return

25. Significant and material orders passed by the
Regulators or Courts or Tribunals impacting
the going concern status and Companyâs
operations in future

During the year under review, no significant and
material orders were passed by the regulators or
courts or tribunals impacting the going concern
status and Companyâs operations in future.

26. Particulars of Employees

The statement containing remuneration details
as required under Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, (âRulesâ) is provided in Annexure-V
to this report.

The information required under Rule 5(2) and (3)
of the Rules, is provided as a separate annexure
forming part of this report. However, the report
is being sent to the members of the Company
excluding the statement of particulars of
employees under Rule 5(2) and (3) of the Rules.
Any member interested in obtaining a copy of
the same may write to the Company Secretary
& Compliance Officer of the Company at cs@
atherenergy.com. The same is also open
for inspection at the registered office of the
Company. Further, none of the employees listed
in the said Annexure are related to any Director
of the Company.

27. Disclosure on Employee Stock Option Plan (ESOP)

The NRC administers and monitors the Companyâs
ESOP in accordance with Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021. During the year,
4,641,777 stock options were granted to eligible
employees under the said ESOP.

Disclosures as required under Rule 12 of
Companies (Share Capital and Debentures)
Rules, 2014, Securities and Exchange Board
of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, read with SEBI
Circular CIR/CFD/POLICY CELL/2/2015 dated
June 16, 2015 is available on the website of the
Company at https://media.atherenergy.com/
ESOP-Disclosure-FY-24-25.pdf

The certificate from the Secretarial Auditors that
the ESOP has been implemented in accordance
with Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the resolutions passed by
the shareholders shall be available at the Annual
General Meeting for inspection by the members.

28. Directorsâ Responsibility Statement

Your Directors make the following statement, in
relation to financial statements for the financial
year ended March 31, 2025, in terms of Section 134
of the Act, which is to the best of their knowledge

and belief and according to the information and
explanations obtained by them, that:

a) In the preparation of the annual accounts,
applicable accounting standards has been
followed along with proper explanation
relating to material departures;

b) appropriate accounting policies were
selected and applied consistently and
judgments and estimates that are reasonable
and prudent were made so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year
and of the profit and loss of the company
for that period;

c) proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Act, for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

d) the annual accounts were prepared on a
going concern basis;

e) internal financial controls to be followed
by the Company were laid down and such
internal financial controls were adequate
and 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.

29. Risk Management Policy

The ability to effectively identify and manage risk
is a vital element of business success for all parts
of the Companyâs business. The Risk Management
Committee oversees how management monitors
compliance with the risk management policies
and procedures and reviews the adequacy of the
risk management framework in relation to the risks
being faced by the Company.

The Company has developed a Risk Management
Policy which deals with major elements of risks
that may threaten existence of the Company and
suitable steps to mitigate the same.

The Risk management policy is available on
the website of the Company at https://media.
atherenergy.com/Risk-Management-Policy.pdf

30. Disclosures under Sexual Harassment of
Women at Workplace (Prevention, Prohibition
& Redressal) Act 2013.

The Company has a policy on Prevention,
Prohibition & Redressal of Sexual Harassment
at the Workplace in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee has been set
up to redress the complaints received regarding
sexual harassment. All employees including
contract labour, consultants, service providers
etc. associated with the Company are covered in
this policy. During the year, the Company complied
with all provisions of the said Act. Following is the
summary of complaints received and disposed
during the year:

Number of complaints received: 6
Number of complaints disposed: 3*

Number of complaints withdrawn: 0
Number of complaints pending: 4

(*One case was reported in Q4 of FY 23-24 & closed in Q1
FY 24-25 (within applicable timeline))

31. Compliance with Secretarial Standards

The Company has devised proper systems to
ensure compliance with applicable Secretarial
Standards and such systems are adequate and
operating effectively.

32. Corporate Governance

As per Regulation 34 and Schedule V(C) to the SEBI
Listing Regulations, the Corporate Governance
Report together with the Compliance certificate
from the Practicing Company Secretary is annexed
as Annexure-VI to this report.

33. Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 Of 2016) during the year
along with their status as at the end of
the financial Year

No application was made or proceedings were
pending under the Insolvency and Bankruptcy
Code, 2016 (31 Of 2016) during the financial year.

34. 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

There were no differences observed 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
during the financial year.

35. Cautionary Statement

Members and readers are cautioned that in
the case of data and information external to
the Company, no representation is made on
its accuracy or comprehensiveness though
the same are based on sources believed to be
reliable. Utmost care has been taken to ensure
that the opinions expressed by the management
herein contain its perceptions, as on the date
of the report, on the material impacts on the
Companyâs operations, but it is not exhaustive
as they contain forward looking statements
which are extremely dynamic and increasingly
fraught with risk and uncertainties. Actual results,
performances, achievements or sequence of
events may be materially different from the views
expressed herein.

36. Acknowledgement

The Board welcomes its new members who have
come on board pursuant to initial public issue
of the Company. The Board also expresses its
sincere appreciation to the various Government/
Regulatory authorities, Companyâs valued
customers, suppliers, vendors and bankers
for their continued co-operation, trust and
support. Further, the Board conveys its gratitude
to the Companyâs Founders, members and
other stakeholders for their continued support.
The Board also expresses its deep sense of
appreciation and acknowledgement to all the
employees, for their professional commitment and
dedication in furthering Companyâs objectives.

For and on behalf of the Board of Directors of

Ather Energy Limited

Tarun Sanjay Mehta Swapnil Babanlal Jain

Executive Director Executive Director

& CEO & CTO

DIN: 06392463 DIN: 06682759

Place: Bangalore Place: Bangalore

Date: May 12, 2025 Date: May 12, 2025

Mar 31, 2024

Your Directorsâ have pleasure in presenting the 11th Annual Report of your Company together with the audited financial statements for the financial year ended March 31, 2024.

1. Financial Highlights

INR Million
Particulars	Financial year ended March 31, 2024	Financial year ended March 31, 2023
Revenue from operations	17,538	17,809
Other Income	353	209
Total Income	17,891	18,018
Operating Expenditure	24,385	24,885
Depreciation and amortization expenses	1,467	1,128
Total Expenses	25,852	26,013
Loss before finance costs, exceptional item and tax	(7,961)	(7,995)
Finance costs	890	650
Loss before exceptional items and tax	(8,851)	(8,645)
Exceptional items	1,746	0
Loss before tax	(10,597)	(8,645)
Tax expense	0	0
Loss for the year	(10,597)	(8,645)

2. Dividend

In view of the losses for the financial year, no dividend is recommended as per the provisions of the Companies Act, 2013 and the Rules framed thereunder.

3. Transfer to Reserves

Due to losses in financial year 2023-24, no amount has been transferred to Reserves.

4. State of Companyâs Affairs

During the year, your Company delivered 1,09,577 units of electric scooters as compared to 92,093 units in the previous year. The Companyâs electric scooter had excellent traction amongst the premium scooter buyers with ~88.8% of the total units sold being vehicle with top end features.

Â» Hosur Plant Manufacturing Facility

During the financial year 2022-23 the Company expanded its footprint with the establishment of a second greenfield plant to assemble and test vehicles in the same logistics park as the existing plant. With this change, the Company has a plant dedicated to manufacturing of Li-

Ion battery packs while the second plant focuses on Vehicle assembly and testing. In financial year 2023-24 production capacity stands at 4.2 Lakhs vehicles per annum and 4.1 lakhs Li-Ion battery packs per annum.

â¢ Marketing

The marketing objective for financial year 2023-2024 was to increase awareness of the brand and to drive higher footfaLls to the experience centers.

1. Awareness initiatives in newer markets, specificaLLy North and Western markets, was driven through sustained ATL and BTL investments.

2. To increase footfalls, we focused on driving consideration for the brand through zonal level initiatives, ecosystem communication to aLlay the barriers for EV adoption and through pricing interventions.

3. We took up field work to understand the family scooter segment and crafted the positioning for Rizta during the year, while further sharpening the âperformanceâ positioning for 450 series portfolio.

4. Strengthened the performance marketing initiatives across Meta, Google and on-boarded big 3 Auto aggregators to drive cost efficiencies. SEO was also taken up during the year to increase organic traffic.

The year also saw expansion of the 450 series portfolio with two new launches i.e.450s and 450 Apex. These Launches were strengthened by marketing campaigns to drive awareness and aspiration for the brand.

To maximize the effectiveness of marketing, we took an extended marketing approach for the 450 Apex as well as for Rizta launch. We built a strong pre-launch marketing calendar through Teaser content, Influencer narratives, and PR initiatives for the products to drive anticipation and keep the consumers engaged with the brand.

To expand our capabilities in the creative domain, we empanelled a new creative agency TILT. And, in the evolving media scape, we need to have an integrated view of our consumer touch points. To enable this, we on-boarded new media agency INITIATIVE for integrated media planning and execution.

â¢ Government Policies

The Indian Government''s unwavering support for advancing the adoption of EVs is evident through its ongoing introduction of policies geared towards bolstering the EV industry. Noteworthy progress has been made during the financial year 2023-2024.

The Ministry of Heavy Industries, serving as the nodal ministry for the EV ecosystem, launched the Electric Vehicle Promotion Scheme for EV2W & 3W. This Rs 500 crore EMPS 2024 initiative aims to stimulate electric vehicLe uptake until July, providing support for 3,72,215 EVs through incentives spanning various vehicLe types and advanced batteries, aligning with the Atmanirbhar Bharat initiative. This scheme is poised to sustain sales momentum until the announcement of FAME III. Additionally, the Ministry of Heavy Industries has commenced stakeholder consultations to develop a 10-year roadmap for the Indian EV sector, underscoring the ministryâs commitment to promoting EV technology.

The adoption of LECCS by the BIS committee, officially published as IS 17017 (Part 31):2023 and notified by the Ministry of Consumer Affairs, signifies a significant milestone. LECCS has now been officially embraced by the Government of India as a National Standard, paving the way for interoperability and further EV adoption in the country.

Furthermore, the Ministry of Power (MoP) is actively amending guidelines for EV charging infrastructure, including the incorporation of IS 17017 (Part 31):2023 standards, and setting timelines for providing grid connectivity for installing public charging stations.

The Department Related Parliamentary Standing Committee''s reports consistently emphasize the importance of sustained government support for the EV industry. Recommendations include extending demand incentives for an additional two years.

Several states and Union Territories, such as the NCT of Delhi, Gujarat, and Tamil Nadu, are revising state-specific EV policies to incentivize EV purchases. Others, like Maharashtra and Telangana, are offering attractive incentives for original equipment manufacturers (OEMs) to establish manufacturing facilities. These policies have significantly contributed to the sector''s growth and development, addressing the concerns of manufacturers, sellers, and customers.

The Indian Government remains steadfast in its commitment to promoting EV adoption and establishing a safe, reliable, accessible, and affordable EV ecosystem in the country.

5. Share Capital

The paid up share capital of the Company as on March 31, 2024 is detailed below:

¹ S.no	Type of Security	No of shares	Face value (in INR)	Paid up capital (in INR)
1	Equity shares	1,11,030	1 each	1,11,030
2	Equity shares	3,530	37 each	1,30,610
\3	Compulsory Convertible Preference Shares	74,732	1 each	74,732
4	Compulsory Convertible Preference Shares	23,490	37 each	8,69,130
rs^-	Compulsory Convertible Preference Shares	7,35,227	10 each	73,52,270
Total paid up capital				85,37,772

The Company at Extraordinary General Meeting held on August 07, 2023 vide ordinary resolution increased and reclassified the authorised share capital of the Company from:

INR 77,91,630/- (Rupees Seventy Seven Lakhs Ninety One Thousand Six Hundred and Thirty only) comprising of

(i) 2,87,158 (Two Lakhs Eighty Seven Thousand One Hundred and Fifty Eight) Equity Shares having a face value of INR 1/- (Rupees One only) each;

(ii) 3,530 (Three Thousand Five Hundred and Thirty) Equity Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

Oil) 710 (Seven Hundred and Ten) Series Seed - One Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only)

(iv) 530 (Five Hundred and Thirty) Series Seed - Two Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only)

(v) 350 (Three Hundred and Fifty) Series Seed - Three Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only)

M) 21900 (Twenty One Thousand Nine Hundred) Series Seed - Four Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

(vij) 74,732 (Seventy Four Thousand Seven Hundred and Thirty Two) Series A Compulsorily Convertible Preference Shares having a face value of INR 1/-

(Rupee One only); ...

(viii) 99 826 (Ninety Nine Thousand Eight Hundred Twenty Six) Series B Compu ori y Convertible Preference Shares having a face value of INR 10/- (Rupees Ten

only) each; â . _ . _a,

(ix) 29,347 (Twenty Nine Thousand Three Hundred and Forty Seven) Series B

Compulsorily Convertible Preference Shares having a face value of INR 10/-

(Rupees Ten only) each; , _ . _r

(x) 29,599 (Twenty Nine Thousand Six Hundred and Ninety Nine) Series Compulsorily Convertible Preference Shares having a face value of INR 10/-

(Rupees Ten only) each; ..

Cxi! 20 688 (Twenty Thousand Six Hundred Eighty Eight) Series Cl Compu son y Convertible Preference Shares having a face vaLue of INR 10/- (Rupees Ten

(xii) 88,040 (Eighty Eight Thousand and Forty) Series D Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each;

(xiii) 193 789 (One Lakh Ninety Three Thousand Seven Hundred Eighty Nine) Series E Compulsorily Convertible Preference Shares having a face value of INR 10/-(Rupees Ten only) each; and

(xiv) 51 359 (Fifty One Thousand Three Hundred Fifty Nine) Series El Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten

only) each. â _ ,

(yni) 130 252 (One Lakh Thirty Thousand Two Hundred Fifty Two) Compulsorily

Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each.

]nr 92,91,630 /- (Rupees Ninety Two Lakhs Ninety One Thousand Six Hundred and Thirty only) comprising of

(i) 2,87,158 (Two Lakhs Eighty Seven Thousand One Hundred and Fifty Eight) Equity Shares having a face value of INR 1/- (Rupees One only) each;

(ii) 3,530 (Three Thousand Five Hundred and Thirty) Equity Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

(iii) 710 (Seven Hundred and Ten) Series Seed - One Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

(iv) 530 (Five Hundred and Thirty) Series Seed - Two Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

(v) 350 (Three Hundred and Fifty) Series Seed - Three Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

(vi) 21,900 (Twenty One Thousand Nine Hundred) Series Seed - Four Compulsorily Convertible Preference Shares having a face value of INR 37/- (Rupees Thirty Seven only) each;

(vii) 74,732 (Seventy Four Thousand Seven Hundred and Thirty Two) Series A Compulsorily Convertible Preference Shares having a face value of INR 1/-(Rupee One only);

(viii) 99,825 (Ninety Nine Thousand Eight Hundred Twenty Six) Series B Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each;

(ix) 29,347 (Twenty Nine Thousand Three Hundred and Forty Seven) Series B1 Compulsorily Convertible Preference Shares having a face value of INR 10/-(Rupees Ten only) each;

(x) 29,699 (Twenty Nine Thousand Six Hundred and Ninety Nine) Series C Compulsorily Convertible Preference Shares having a face value of INR 10/-(Rupees Ten only) each;

(xi) 20,688 (Twenty Thousand Six Hundred Eighty Eight) Series Cl Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each;

(xii) 88,040 (Eighty Eight Thousand and Forty) Series D Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each;

(xiii) 1,93,789 (One Lakh Ninety Three Thousand Seven Hundred Eighty Nine) Series E Compulsorily Convertible Preference Shares having a face value of INR 10/-(Rupees Ten only) each; and

(xiv) 51,359 (Fifty One Thousand Three Hundred Fifty Nine) Series El Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each.

(xv) 2,29,120 (Two Lakh Twenty Nine Thousand One Hundred and Twenty)5eries E2 CompuLsorily Convertible Preference Shares (CCPS) with face value of INR 10/-(Rupees Ten only) each.

(xvi) 51,132 (Fifty One Thousand One Hundred and Thirty Two) Compulsorily Convertible Preference Shares having a face value of INR 10/- (Rupees Ten only) each.

In September 2023, the Company allotted 204,391 (Two Lakh Four Thousand Three Hundred and Ninety One) Series E2 CCPS at nominal value of INR 10/- each at a premium of INR 44,080 on rights issue basis.

In December 2023, the Company allotted 18,088 (Eighteen Thousand Eighty Eight) Bonus CCPS of INR 10/- each to the identified classes of CCPS hoLders

The Company has not issued any equity shares with differential rights, sweat equity shares or equity bonus shares during the year.

6. Issue of Debentures

In August 2023, the Company allotted 10,000 Series B unlisted, secured, redeemable Nonconvertible Debentures (NCD) at a face value of Rs. 1,00,000 per NCD to InnoVen Capital India Fund.

In September 2023, the Company allotted 3,000 Series Bl unlisted, secured, redeemable Non-Convertible Debentures (NCD) at a face value of Rs. 1,00,000 per NCD to Alteria Capital Fund.

7. Disclosure on Employee Stock Option Scheme (ESOP)

For the year under review, the disclosures required under the Companies (Share Capital and Debentures) Rules 2014 are as under:

Particulars	Details
Options granted during the year	8,510
Options Vested during the year	9,483
Options Exercised during the year	NIL
Total number of shares arising as a result of exercise of option during the year	NIL
Options lapsed/cancelled/settled during the year	766
Exercise price (INR)	1/-
Variation of terms of options	NA
Money realized by exercise of options during the year	NA
Total number of options in force as on March 31, 2024	46,579
Employee wise details of options granted (during FY 2023-24)
- Key managerial personnel Ms. Puja Aggarwal (Company Secretary)	26
- any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	NA
- identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	NA

8. Public Deposits

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

9. Directors and Key Managerial Personnel

The Composition of Board of Directors and Key Managerial Personnel as on March 31, 2024 is detailed below:

S. No	Name of Director/KMP	DIN	Designation
1	Tarun Sanjay Mehta	06392463	Director
2	Swapnil Babanlal Jain	06682759	Director
3	Niranjan Kumar Gupta	07806792	Director
4	Nilesh Shrivastava	09632942	Nominee Director
5	Pankaj Sood	05185378	Nominee Director
l~6	Ram Kuppuswamy	09817635	Director
7	Deepak Jain	NA	Chief Financial officer
8	Puja Aggarwal	NA	Company Secretary

	Below were the changes in Directors and Key Managerial personnel during financial year 2023-2024:
	S. No	Name of Director/KMP	Change	Designation	Effective date
	1	Puja Aggarwal	Appointment	Company Secretary	26-04-2023
	2	Pankaj Sood	Regularisation at EGM	Director	24-08-2023
	3	Ram Kuppuswamy	Regularisation at EGM	Director	24-08-2023
	4	Deepak Jain	Resignation	Chief Financial officer	31-03-2024
*	Mr. Sohil Parekh appointed as Chief Financial Officer with effect from April 01, 2024.

10. Meetings of Board of Directors

During the year, eleven (11) meetings of the Board of Directors were held. The meetings were held on April 26, 2023, May 17, 2023, July 28, 2023, August 03, 2023, August 09, 2023, August 24, 2023, September 12, 2023, October 27, 2023, November 22, 2023, January 29, 2024, February 20, 2024. The intervaL between any two consecutive Board Meetings did not exceed 120 days. The attendance of the Directors at the Board meetings is mentioned below:

S. No	Name of the Director	DIN	Date of appointment	No. Of Meetings entitled to attend	No. of Meetings attended
1	Tarun Sanjay Mehta	06392463	21-10-2013	11	11
2	Swapnil Babanlal Jain	06682759	21-10-2013	11	11
3	Niranjan Kumar Gupta	07806792	03-11-2020	11	8
4	Nilesh Shrivastava	09632942	22-07-2022	11	11
5	Pankaj Sood	05185378	11-11-2022	11	11
6	Ram Kuppuswamy	09817635	27-01-2023	11	11

The 10^th Annual General Meeting for the financial year 2022-2023 was held on August 24, 2023. The Company had Extraordinary General Meeting on August 07, 2023, September 14,

2023 and December 06, 2023.

11. Independent Directors Declaration

The Company does not have any independent directors and hence disclosure requirement under 134(3)(d) of the Companies Act, 2013 is not applicable.

12. Directors'' Responsibility Statement

in accordance with the provisions of section 134(5) the Board confirms and submits the Directorsâ Responsibility Statement as follows:

a) In the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures;

b) The directors have selected such accounting policies and applied themi consistently and made judgments and estimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing a detecting fraud and other irregularities;

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

e) 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.

13. Loan from Directors

The Company has not obtained any loan from any of the directors of the Company.

14. Subsidiary, Joint Venture and Associate Company

The Company is an associate of Hero MotoCorp Limited. The Company does subsidiary(s), joint ventures, or associate companies. Hence, a separate section on the performance and financial position of each of the subsidiaries, associates, and jo.nt venture companies in Form AOC-1 under the provisions of Section 129(3) of the Companies Act, 2 is not applicable to the Company.

15. Particulars of Employees

Information as raquired pursuant to Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not applicable to the Company and hence no report is furnished hereunder.

16. Particulars of loans, guarantees or investments

Details of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements.

17. Particulars of contracts or arrangements with related parties

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as âAnnexure -1â to this Report. Your attention is drawn to Note 36 to the financial statements which sets out related party disclosures. All the Related Party Transactions entered by the Company were in ordinary course of business and on armâs length basis.

18. Auditorsi) Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, Deloitte Haskins & Sells, Chartered Accountants (Firm Registration 008072S) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on 15^th July 2021 to hold office from the conclusion of 8th annual general meeting till the conclusion of 13th annual general meeting, covering one term of five consecutive years.

ii) Secretarial Auditors

M/s. BMP & Co. LLP, Practising Company Secretaries, [Firm registration number: L2017KR003200] were appointed as Secretarial Auditor of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

19. Audit Reporti) Statutory Audit Report

The Audit report on the financial statements of the Company for the financial year 2023-24 is being circulated to the shareholders along with the financial statements. There are no qualifications or adverse remarks made by the Statutory Auditors in their report for the financial year ended March 31, 2024.

ii) Secretarial Audit Report

The Secretarial Audit report issued by M/s. BMP & Co. LLP, Practising Company Secretaries, [Firm registration number: L2017KR003200] for the financial year 2023-24 is annexed as "Annexure - IIâ to this report. There are no qualifications or observations made by the Secretarial Auditor in their report for the financial year ended March 31, 2024.

20. Reporting of frauds by auditors

During the year under review, there has been no instances of fraud reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.

21. Maintenance of Cost records

The provisions of Section 148(1) of the Companies Act, 2013 with respect to maintenance of cost records is applicable to the Li-Ion battery packs manufactured by the Company. The Company has maintained cost records and accounts as specified by the Central Government Snder Section 148(1) of the Companies Act, 2013 and Companies (Cost RecordsandI Aud t RuLes, 2014. The Company is not meeting the requirements of appointment of Cost Auditor prescribed under the Companies (Cost Records and Audit) Rules, 2014.

22. Internal Financial Controls and Internal Audit

The Company has instituted adequate internal financial controls with reference to fmancial statements During the year, the controls were tested, and no reportable matenaL weakness was observed The Board is satisfied with the internal finance control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks.

Further in terms of section 138 of the Companies Act, 2013, the Company had appointeeI M\s. Ernst & Young Private Limited as Internal Auditors of the Company for the financial year 2 2024 eI? team had conducted risk-based audits and based on the review, ac ,on plans av been agreed with process owners for addressing the gaps identified. These will be closure both by process owners and Internal Audit team.

23. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013.

The Company has Anti-Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention, Prohibition anp Redressal) Act 2013. The IntXn^Tcomp^ltTntTcommittee has been set up to redress the complaints received regard, 9 sexual harassment ALl employees including contract labour, consultants, service providers etc ass" aÂ«ed w th the Company are covered in this policy. During the year, the Company comp ed w!thTprâisions of L said Act Following is the summary of complaints received and

disposed during the year:

Number of complaints received: 1 Number of complaints disposed: 0 Number of complaints withdrawn: NiL Number of complaints pending: 1*

*The complaint is under investigation

24. Whistle Blower/Vigil Mechanism

The Comoanv strongLy believes in conduct of its business in a fair, transparent, lawful, and Ithical manner Your Company has implemented a Whistle-blower policy in line with Section 177 (9) & (10) of the compahies Act, 2013 read with Rule 7 of Companies <^"0* * and its Powers) Rules, 2014, for its stakeholders to raise and report genum rena d ng unethical behaviour, actual or suspected fraud, violation of Company s policies or applicable Unvs. The details are available on Company''s website and had been disseminated

to employees of the Company.

25. Compliance with Secretarial Standards

The Company is compliant with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

26. Risk Management Policy

The Company has developed a Risk Management Policy which deals with major elements of risks that may threaten existence of the Company and suitable steps to mitigate the same.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The details of conservation of energy, technology absorption, and foreign exchange earnings and outgo are enclosed to this report vide âAnnexure-IIIâ.

28. Material Changes Affecting the Financial Position of the Company

No material changes and commitments affecting the financial position of the Company have occurred since the end of the financial year till the date of this report.

29. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

30. Change in the Nature of Business, if any.

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

31. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is a significant and foremost attitude of responsibility towards society. The Companyâs believes in actively contributing to the social, economic and environmental development of the community in which it operates ensuring participation from the community and thereby create value for the nature and its inhabitants through sustainable means.

While the Company does not meet the criteria set out for constitution of CSR Committee and contributions based on the statutory norms required under section 135 of the Companies Act, 2013 yet, the Company has always been committed to building a sustainable ecosystem and is in the process of putting in place a composed CSR work.

The Company has a well-defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013.

During the year, the company had undertaken below mentioned C5R activities for betterment of communities with which it operates:
Month	Activity	Beneficiaries reached
June 2023	World Environment Day - Awareness for Children of Govt. Hr. Sec. SchooL, Mathagondapally on Effects of Single Use Plastics and distribution of reusable cloth Bags	200 children
June 2023	Volunteering at Treebank - 600 sapLings made by Factory associates ----------	NA
July 2023	Hepatitis awareness & Hand Hygiene training or. World Hepatitis Day ----------	28 Truck drivers
Nov 2023	Donation Drive among Ather team members for supporting pdiir.ation needs of 3 schools in BangaLore ----	325 children
Dec 2023 Dec 2023	Revamping school environment at BBMP School Lakksandra with Wall murals by Ather volunteers. 40 Volunteers participated. ----	1 school, 450 Sqft covered
Dec 2023 Dec 2023	Cyclone Michaung Flood Response - Donation of immediate food needs such as Oil and pulses by Ather team members at Factory. --------	116 Families
March 2024	Support for block level Polio Vaccination Drive - hospitality for heaLth workers and travel support to reach remote Locations	276 children from migrant families

32. Copy of Annual Return

The copy of annual return can be accessed

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return ,n form

MGT-7 with the Registrar.

33. Industrial Relations

ThP industrial relations in respect of all facilities and divisions of the Company are normal. Z company "relationship with the workers at cordial lave* and Is committed to provide necessary support for the welfare of its employees.

34. Transfer of unclaimed dividend to investor education and protection fund

The Company has not declared any dividend in the past and hence there is no unclaimed amount required to be transferred to investor education and protection fund.

35 Detail of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year along with their status as at the end ofinancial Year

None during the financial year.

36. 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

None during the financial year.

37. Cautionary Statement

Shareholders and readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions, as on the date of the report, on the material impacts on the Companyâs operations, but it is not exhaustive as they contain forward Looking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.

38. Acknowledgement -

The Board expresses its sincere thanks to the various Government/Regulatory authorities, Company''s valued customers, suppliers, vendors and bankers for their continued co-operation, trust and support. Further, the Board conveys its thanks to the Companyâs Founders, Shareholders and other stakeholders for their continued support. The Board also expresses its gratitude and deep sense of appreciation to all the employees, for their professional commitment and dedication in furthering Companyâs objectives.

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Directors Report of Ather Energy Ltd.

2. Dividend

3. Transfer to Reserves

4. State of Companyâs Affairs

5. Share Capital and DebenturesA. Share Capital

b. Issued, Subscribed and Paid-up Share Capital

c. Listing of Equity Shares on Stock Exchanges

d. Equity Shares with differential voting rightsand Sweat Equity Shares

B. Debentures

6. Subsidiaries, Joint Ventures & AssociateCompanies

7. Management Discussion and Analysis

8. Material changes affecting the Financialposition of the Company

9. Change in the Nature of Business, if any

10. Internal Financial Controls and Internal Audit

11. Public Deposits

12. Auditors

ii. Secretarial Auditors & Secretarial Audit Report

iii. Cost Auditor & Cost records

13. Directors and Key Managerial Personnel(KMPs)

ii. Key Managerial Personnel (KMPs)

14. Independent Directors

15. Committee of Directors

16. Board and Committee Meetings

17. Evaluation of the Board, Committees, andIndividual Directors

18. Policy on appointment of Directors andRemuneration

19. Whistle Blower/Vigil Mechanism

20. Corporate Social Responsibility

For and on behalf of the Board of Directors of

Tarun Sanjay Mehta Swapnil Babanlal Jain

2. Dividend

3. Transfer to Reserves

4. State of Companyâs Affairs

5. Share Capital and Debentures

A. Share Capital

b. Issued, Subscribed and Paid-Up ShareCapital

6. Subsidiaries, Joint Ventures & AssociateCompanies

7. Management Discussion and Analysis

8. Material Changes Affecting the FinancialPosition of the Company

9. Change in the Nature of Business, if any.

10. Internal Financial Controls and Internal Audit

11. Deposits

12. Auditors

ii) Secretarial Auditors & Secretarial AuditReport

(iii) Cost Auditor & Cost records

13. Directors and Key Managerial Personnel (KMPs)

(i) Board of Directors

(ii) Key Managerial Personnel (KMPs)

S. Name Designation

14. Independent Directors

15. Committees of Directors

16. Board and Committee Meetings

17. Evaluation of the Board, Committees, andIndividual Directors

18. Policy on appointment of Directors andRemuneration

19. Whistle Blower/Vigil Mechanism

20. Corporate Social Responsibility

21. Particulars of contracts or arrangements withrelated parties

22. Particulars of loans, guarantees or investments

23. Conservationof Energy, Technology Absorptionand Foreign Exchange Earnings and Outgo

24. Copy of Annual Return

26. Particulars of Employees

27. Disclosure on Employee Stock Option Plan (ESOP)

28. Directorsâ Responsibility Statement

29. Risk Management Policy

31. Compliance with Secretarial Standards

32. Corporate Governance

35. Cautionary Statement

36. Acknowledgement

For and on behalf of the Board of Directors of

Tarun Sanjay Mehta Swapnil Babanlal Jain

More Information on Ather Energy Ltd.

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Ather Energy Ltd. Results

Ather Energy Ltd. Financial Data

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Ather Energy Ltd. Corporate Announcements

4. State of Companyâs Affairs

5. Share Capital and Debentures
A. Share Capital

d. Equity Shares with differential voting rights
and Sweat Equity Shares

6. Subsidiaries, Joint Ventures & Associate
Companies

8. Material changes affecting the Financial
position of the Company

13. Directors and Key Managerial Personnel
(KMPs)

17. Evaluation of the Board, Committees, and
Individual Directors

18. Policy on appointment of Directors and
Remuneration

4. State of Companyâs Affairs

b. Issued, Subscribed and Paid-Up Share
Capital

6. Subsidiaries, Joint Ventures & Associate
Companies

8. Material Changes Affecting the Financial
Position of the Company

ii) Secretarial Auditors & Secretarial Audit
Report

17. Evaluation of the Board, Committees, and
Individual Directors

18. Policy on appointment of Directors and
Remuneration

21. Particulars of contracts or arrangements with
related parties

23. Conservationof Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

28. Directorsâ Responsibility Statement