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Directors Report of Olectra Greentech Ltd.

Mar 31, 2023

Your Directors are pleased to present the 23^rd Annual Report on the business and operations of your Company along with the audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL RESULTS:

The financial highlights of the Company for the year ended on March 31,2023 are summarized as below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Gross Sales	1,13,440.67	58,543.10	1,09,076.08	59,325.73
Net Sales	1,13,440.67	58,543.10	1,09,076.08	59,325.73
Other Income	1,144.14	787.37	1,006.26	770.50
Total Income	1,14,584.81	59,330.47	1,10,082.34	60,096.23
Total Expenditure	99,722.17	50,456.96	94,948.90	50,861.99
Operating Profit (PBIDT)	14,862.64	8,873.51	15,133.44	9,234.24
Interest	3,117.77	926.87	3,142.72	927.94
Depreciation and amortization	2,633.88	2,485.28	3,311.35	2,931.50
Share of profit/(loss) of Associates	-	-	263.92	110.47
Profit before exceptional Items and Tax	9,110.99	5,461.36	8,943.29	5,485.27
Exceptional Items	-	-254.81	-	-254.67
Profit before Tax	9,110.99	5,206.55	8,943.29	5,230.60
Provision for taxation - Current - Deferred	1,729.51 311.20	-250.76 1,887.50	1,729.51 524.47	-250.76 1,945.74
Extra-Ordinary Items	NIL	NIL	NIL	NIL
Net Profit after tax	7,070.28	3,569.81	6,689.31	3,535.62
Other Comprehensive Income
Re-measurement gains/(losses) on defined benefit plan	20.51	145.75	20.51	145.75
Income-tax effect	-5.16	-36.69	-5.16	-36.69
Other comprehensive income for the year, net of tax	15.35	109.06	15.35	109.06
Total comprehensive income for the Year	7,085.63	3,678.87	6,704.66	3,644.68
Total comprehensive income attributable to non-controlling interest			129.86	0.48
Total comprehensive income attribut- able to parent			6,574.80	3,644.20

Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Surplus brought forward from previous year	4,848.64	1,169.76	4,471.58	815.22
Less : Depreciation adjustment	NIL	NIL	NIL	NIL
Balance available for appropriation	11,934.26	4,848.64	11,046.38	4,471.58
â¢ Proposed Dividend on Equity Shares	328.32	NIL	328.32	NIL
â¢ Provision for Dividend Tax	NIL	NIL	NIL	NIL
â¢ Transfer to General Reserves	NIL	NIL	NIL	NIL
â¢ Others	NIL	NIL	NIL	NIL
Surplus carried forward to Balance Sheet	11,605.94	4,848.64	10,718.06	4,471.58
Equity Share Capital (8,20,80,737 Shares of Rs 4/-each)	3,283.23	3,283.23	3,283.23	3,283.23
E.P.S (After Prior Period Items) (Rupees)	8.61	4.35	7.99	4.31
Net Worth	84,862.68	78,105.38	83,974.81	77,728.33
Book Value in rupees (face value of Rs. 4/- each)	103.39	95.15	102.31	94.69

GENERAL REVIEW OF OPERATIONS: Sales

During the Financial year 2022-23, the Company has recorded highest ever sale of 563 Electric Buses and 17 Electric Tippers against the sale of 259 Electric Buses in the Financial Year 2021-22. The Company has been awarded with orders for 3,239 Electric Buses and 20 Electric Tippers in the Financial Year 2022-23.

FINANCIAL PERFORMANCE:Standalone

The Company has registered a significant increase of 93.77 % in the net sales to Rs. 1,13,440.67 lakhs in FY 2022-23 as compared to Rs. 58,543.10 lakhs in FY 2021-22. The Company s net profit was Rs. 7,070.28 lakhs for the FY 2022-23 as compared to net profit of Rs. 3,569.81 lakhs for FY 2021-22.

Consolidated

The Consolidated Revenue from Operations during FY 2022-23 was Rs.1,09,076.08 lakhs

as compared to Rs. 59,325.73 lakhs in previous FY 2021-22 registering an increase of 83.86% over the previous year.

On a consolidated basis, the Net Profit was Rs. 6,689.31 lakhs for FY 2022-23 as compared to net profit of Rs. 3,535.62 lakhs for FY 2021-22.

Background and Status of Construction of New Greenfield EV Manufacturing Facility:

Your Company keeping in view the factors like rapidly growing Business environment, bulk orders in hand, stringent delivery timelines, expansion of business segments (E-Vehicles viz. Buses and Tippers) and huge Tenders in pipeline has floated a Public Tender for identifying the suitable Vendor for Construction of the Greenfield EV Manufacturing Facility on 150 Acres of Land situated at Seetharampur, Telangana acquired from Telangana State Industrial Infrastructure Corporation Limited (TSIIC) with an aim to enhance the production capacity of 5,000 buses/trucks with a scalability for production up to 10,000 units.

Pursuant to the Tender, the Audit Committee and Board of Directors of the Company in their meeting held on June 19, 2023, evaluated all possible options available and after comparing quotes from the Bidders participated in the Tender, subject to shareholders'' approval, has approved the engagement of Megha Engineering & Infrastructures Limited (MEIL) for the establishment of the Greenfield EV Manufacturing Facility, due to its impressive track record in EPC Contracts and various construction activities and having required skill sets and experiences in the relevant domains, to undertake the construction of the Greenfield EV Manufacturing Facility at competent price.

Since the above transaction qualifies to be a Material Related Party Transaction, Board has decided to obtain prior approval of members in the General Meeting.

In this regard, the shareholders of the Company in their Extraordinary General Meeting held on July 19, 2023 have given their assent for the Material related Party Transaction with MEIL by way of awarding the Contract of Construction of Greenfield EV Manufacturing Facility at Seetharampur, Hyderabad.

As on the date of this Notice, MEIL has started the work and it is progressing as per the Tender conditions and the Audit Committee and the Board have been constantly reviewing the status of the same.

CONTRIBUTION TOWARDS ENVIRONMENT SAFEGUARD:

Your Directors are pleased to inform you that, through our Electric Vehicle Operations, the Company reduced more than 59,725 tonnes approx. CO2 in tailpipe emission, during the year (and 1,13,325 tonnes approx. till date) under review and this way Company has contributed a major part to safeguard environment by reducing air pollution.

TRANSFER TO GENERAL RESERVES:

No amount has been transferred to the General Reserve for the financial year ended March 31, 2023.

DIVIDEND:

Considering the profits for the year under review and keeping in view capital expenditure requirements of the Company, Your Directors are pleased to recommend the final dividend at the rate of 10% (i.e. Rs. 0.40/- only) per equity share of Rs. 4.00/- (Rupees Four only) each fully paid up, for the financial year 2022-23, which if declared in the 23^rd Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be Rs. 328.32/- Lakhs.

DIVIDEND DISTRIBUTION POLICY

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

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the financial year ended March 31,2023.

However, the Company has expanded its Business Segment by introducing the E-Tipper Division and has already delivered 17 E-Tippers in the last quarter of Financial Year 2022-23.

ACCOUNTING TREATMENT:

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

SHARE CAPITAL:

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

The paid-up equity shares capital of the Company as on March 31,2023 is as follows:

	(Rs. in Lakhs
Paid up Equity Share Capital as on March 31,2023	3,283.23
(8,20,80,737 Equity share of face value of Rs. 4 /-)	3,283.23

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

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

BOARD OF DIRECTORS:

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

However, in the Extraordinary General Meeting of the Company held on July 19, 2023; Justice Mrs. Gyan Sudha Misra (Retd.) has been reappointed as Independent Director of the Company for her second term of five years with effect from May 23, 2023.

Further, in accordance with provisions of Section 152 of the Companies Act, 2013, Mr. Chilappagari Laxmi Rajam (DIN: 00029156), Director (Non-Executive and Non-Independent) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends the appointment of Mr. Chilappagari Laxmi Rajam (DIN: 00029156) for the consideration of the members of the Company.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are independent from Management.

The Board is of the opinion that all the Independent Directors of the Company are person''s of integrity

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

Brief profiles of Directors (being appointed/ re-appointed) at the forthcoming 23^rd Annual General Meeting have been annexed to the Notice.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company as on March 31,2023.

â¢ Mr. K.V. Pradeep, Chairman & Managing Director

â¢ Mr. B. Sharat Chandra, Chief Financial Officer

â¢ Mr. P. Hanuman Prasad, Company Secretary & Compliance Officer

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

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

A separate meeting of Independent Directors was held on March 29, 2023 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

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

MEETINGS:

During the year under review, Seven (7) Board Meetings, six (6) Audit Committee, Five (5) Nomination and Remuneration Committee, Four (4) Stakeholders Relationship Committee, two (2) Risk Management Committee and One (1) Corporate Social Responsibility Committee Meetings were held.

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

BOARD DIVERSITY:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(a) In the preparation of Annual Accounts for the Financial Year ended March 31, 2023 the applicable accounting standards have been followed and that there are no material departures;

(b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended March 31,2023 and of the profit of the Company for that period;

(c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts for the FY ended March 31,2023 have been prepared on a going concern basis;

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

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES - THEIR PERFORMANCE:

As on March 31, 2023, your Company had 1 (One) Subsidiary Company, 1 (One) Joint Venture and 7 (Seven) Associate Companies. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its Subsidiary Companies and Joint Venture Companies.

During the year under review the Company has acquired 26% stake in Evey Trans (TEL) Private Limited on March 31,2023.

Further, your Company in association with Evey Trans Private Limited has incorporated Evey Trans (MSR) Private Limited with a stake of 34% on July 14, 2023 which acts as a Special

Purpose Vehicle for executing the Contract for supply of 5,150 Electric Buses to Maharashtra State Transport Corporation (MSRTC)

The Company has adopted a Policy for determining Material Subsidiaries in line with Regulation 16 of the SEBI (LODR) Regulations, 2015. The Policy, as approved by the Board, is uploaded on the Company s website https:// olectra.com/wp-content/uploads/Policy-on-Material-Subsidiary.pdf

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act"''), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries, Associates and Joint Venture as at March 31, 2023, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31, 2023, forms part of this Annual Report.

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

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

DEPOSITS:

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY(CSR):

Pursuant to Section 135 of the Companies Act, 2013 as on March 31, 2023, the Company is having Corporate Social Responsibility Committee consisting of Mr. M. Gopalakrishna (Chairman), Mr. B. Appa Rao (Member) and Mr. K.V. Pradeep (Member).

The Corporate Social Responsibility Committee periodically recommends the activities to be taken up under the CSR policy. The Corporate Social Responsibility Policy is hosted on the Compan/ s website at https://olectra.com/policies/ .

The details of the CSR initiatives undertaken during the financial year ended March 31, 2023 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure-2 forming part of this Report.

INSURANCE:

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

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

RELATED PARTY DISCLOSURES:

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

Related party transactions entered during the financial year under review are disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended March 31,2023. These transactions entered were at an arm''s length basis and in the ordinary course of business.

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

Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group or any person/entity holding 20% or more shareholding in the listed entity are disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended March 31,2023.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

AUDITORS AND AUDITORS'' REPORTS: Statutory Auditor:

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

Statutory Auditors'' Report:

The Report of the Auditors for the year ended March 31, 2023 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

Reporting of frauds by auditors:

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

Cost Auditor:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors in their meeting held on September 04, 2023, based on the recommendation of the Audit Committee, have re-appointed M/s. EVS & Associates, Cost Accountants, as Cost Auditor of the Company, for conducting the Cost Audit for the financial year ended March 31,2024, at a remuneration of Rs. 2,00,000 plus applicable taxes and reimbursement of out of pocket expenses. The remuneration requires ratification by shareholders. Accordingly, an appropriate resolution has been incorporated in the Notice convening the 23^rd Annual General Meeting, for seeking member''s approval.

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

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VCSR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report issued in this regard is annexed as Annexure-4 to this Report.

Internal Auditors:

The Company has re-appointed, M/s. VDNR & ASSOCIATES, Chartered Accountants, Hyderabad, as Internal Auditors of the Company for conducting the internal audit (for both Insulators and E-Vehicles Division) for the period April 01, 2023 to March 31, 2024 on recommendation by the audit committee.

SECRETARIAL STANDARDS:

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

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is available on Company''s website at https://olectra.com/ annual-reports/.

LISTING ON STOCK EXCHANGES:

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

We are pleased to share that your Company is one of the top 500 Listed entities and holds the position of 470, as per the Market Capitalization as on March 31,2023. (Source: nseindia.com/ regulations/listing-compliance/nse-market-capitalisation-all-companies).

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

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

PARTICULARS OF EMPLOYEES:

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the Shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the 23^rd Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-7 and forms part of this Report.

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

The following are the material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year 2022-23 to which the Financial Statements relate and the date of the Boards'' Report (i.e., from April 1,2023 upto September 04, 2023).

â¢ The Hon''ble Supreme Court of India, has pronounced its judgement on May 19, 2023, by dismissing the Appeal filed by Tata Motors Limited (TML) and allowed the Appeals of Evey Trans Private Ltd (EVEY) (which is an operational arm of the Company) and Brihan Mumbai Electric Supply & Transport Undertaking (BEST) on the 2,100 Electric Buses Contract received from BEST.

â¢ Your Company has received a Letter of Intent and work order from Maharashtra State Road Transport Corporation (MSRTC) dated July 06, 2023 relating to supply of 5,150 Electric Buses (Approximate value of the same is Rs. 10,000 Crores) which is the highest ever order received by any of the Original Equipment Manufacturer in the Country.

â¢ Company has received the approval of members for Awarding the Contract for Construction of Greenfield EV Manufacturing Facility to Megha Engineering & Infrastructures Limited (MEIL) with a production capacity ranging from 5,000 to 10,000 Electric Vehicles per year in the Extraordinary General Meeting held on July 19, 2023.

CODE OF CONDUCT:

The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as "Code of Ethics & Business Conduct" which forms as an Appendix to the Code. The Code has been hosted on the Company''s website at https:// olectra.com/code-of-ethics/.

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

PREVENTION OF INSIDER TRADING:

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

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

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

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

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

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

REMUNERATION POLICY:

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

The salient features of the said policy include the criteria for determining qualifications, positive attributes and independence of a director in addition to recommending the remuneration for the Directors, Key Managerial Personnel and other employees.

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

RISK MANAGEMENT POLICY:

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

SEXUAL HARASSMENT POLICY:

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

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the said Act.

During the Financial Year ended March 31, 2023, the Company has not received any Complaints pertaining to Sexual Harassment.

Further, the Company has already registered the details of Internal Complaint Committee

with Women Development and Child Welfare Department, Government of Telangana, India at the portal "http://tshebox.tgwdcw.in" launched by them in this regard.

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

As on the date of the Report no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2022-23.

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Securities and Exchange Board of India has mandated the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalization. In this regard, the Business Responsibility and Sustainability Report is applicable to the Company and as per Regulation 34 of the SEBI (LODR) Regulations, 2015, detailing various initiatives taken by the Company on the environmental, social and governance front forms are mentioned in Annexure-9 to this Report.

ESG (ENVIRONMENTAL, SOCIAL AND GOVERNANCE) REPORTING:

Environment management has assumed paramount importance with the world facing far-reaching impacts of climate change on the ecosystem, society and human well-being. The magnitude of climate change impact is forecasted to intensify if conscious mitigation actions are not taken. This consciousness has mandated companies to run their operations responsibly. We at Olectra, with our e-buses and trucks, have created a significant positive impact on the environment with minimal greenhouse gas emissions and improved air quality.

While we take pride in associating ourselves with environment-friendly vehicles, we are also conscious about conducting our business with integrity and ethics and creating a healthy work environment for our employees, engaging with communities and ensuring the quality and safety of our products.

Olectra acknowledges and recognizes that integrating our Environment Social and Governance (ESG) efforts with stakeholders'' expectations is a critical step. As a first step towards sustainability inroads, Olectra conducted its materiality assessment, to engage with its stakeholders and seek their views and identify the ESG areas that we should focus on.

With the materiality assessment in place, the Company would draw up several initiatives and develop a governance process to monitor and implement several projects in line with ESG focus areas. The Company plans to make more strides in all ESG aspects in the years to come.

Olectra is making concerted efforts to holistically implement ESG across all the units of the Company - a guiding principle for its long-term sustainability plans toward propagating a vision and culture of ESG within the organization across all levels and businesses. Olectra plans to roll out its first Sustainability Report this year. Olectra is also publishing its Business Responsibility and

Sustainability Report (BRSR) as part of this Annual Report. The BRSR outlines our efforts and initiatives towards a better future, a sustainable environment, and prospered communities.

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

All Independent Directors have furnished to the Company the requisite declarations that they meet the relevant independence criteria as laid down in Section 149(6) of the Companies Act, 2013, as well as the Regulation 16(1)(b) read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Sd/- Sd/-

K.V. Pradeep P. Rajesh Reddy

Chairman & Managing Director Director DIN: 02331853 DIN:02758291

Place: Hyderabad

Date : September 04, 2023

Mar 31, 2022

Your Directors are pleased to present the 22^nd Annual Report and the audited financial statements of your Company for the Financial Year ended on 31^st March, 2022.

FINANCIAL PERFORMANCE:

The financial highlights of the Company for the year ended on 31^st March, 2022 are summarized as below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Gross Sales	58,543.10	27,722.20	59,325.73	28,137.61
Net Sales	58,543.10	27,722.20	59,325.73	28,137.61
Other Income	787.37	1,143.25	770.50	1,148.06
Total Income	59,330.47	28,865.45	60,096.23	29,285.67
Total Expenditure	50,456.96	25,634.53	50,861.99	26,119.85
Operating Profit (PBIDT)	8,873.51	3,230.92	9,234.24	3,165.82
Interest	926.87	742.63	927.94	750.23
Depreciation and amortization	2,485.28	889.42	2,931.50	1,332.12
Share of profit/(loss) of Associates	-	-	110.47	3.89
Profit before exceptional Items and Tax	5,461.36	1,598.87	5,485.27	1,087.36
Exceptional Items	(254.81)	NIL	(254.67)	NIL
Profit before Tax	5,206.55	1,598.87	5,230.60	1,087.36
Provision for taxation - Current - Deferred	(250.76) 1,887.50	188.85 189.29	(250.76) 1945.74	188.85 91.09
Extra-Ordinary Items	NIL	NIL	NIL	NIL
Net Profit after tax	3,569.81	1,220.73	3,535.62	807.42
Other Comprehensive Income
Re-measurement gains/(losses) on defined benefit plan	145.75	9.19	145.75	9.19
Income-tax effect	(36.69)	(2.68)	(36.69)	(2.68)
Other comprehensive income for the year, net of tax	109.06	6.51	109.06	6.51
Total comprehensive income for the Year	3,678.87	1,227.24	3,644.68	813.93
Total comprehensive income attributable to non-controlling interest	-	-	0.48	(0.09)
Total comprehensive income attributable to parent	-	-	3,644.20	814.02
Surplus brought forward from previous year	1,169.76	(57.48)	815.22	1.20
Less: Depreciation adjustment	NIL	NIL	NIL	NIL

Particulars	Standalone		Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Balance available for appropriation	4,848.64	1,169.76	4471.58	815.22
â¢ Proposed Dividend on Equity Shares	NIL	NIL	NIL	NIL
â¢ Provision for Dividend Tax	NIL	NIL	NIL	NIL
â¢ Transfer to General Reserves	NIL	NIL	NIL	NIL
â¢ Others	NIL	NIL	NIL	NIL
Surplus carried forward to Balance Sheet	4,848.64	1,169.76	4,471.58	815.22
Equity Share Capital (8,20,80,737 Shares of Rs. 4/- each)	3,283.23	3,283.23	3,283.23	3,283.23
E.P.S (After Prior Period Items) (Rupees)	4.35	1.49	4.31	0.98
Net Worth	78,105.38	74,426.50	77,728.33	74,071.97
Book Value in rupees (face value of Rs. 4/- each)	95.15	90.67	94.69	90.24

GENERAL REVIEW OF OPERATIONS: Sales

During the Financial year 2021-22, the Company has recorded highest ever sale of 259 Electric Buses against the sale of 88 Electric Buses in the Financial Year 2020-21. The Company has been awarded with orders for 400 Electric Buses in the Financial Year 2021-22.

FINANCE:Standalone

The Company has registered a significant increase of 111.18% in the net sales to Rs. 58,543.10 lakhs in FY 2021-22 as compared to Rs. 27,722.20 lakhs in FY 2020-21. The Company s net profit was Rs. 3,569.81 lakhs for the FY 2021-22 as compared to net profit of Rs. 1,220.73 lakhs for FY 2020-21.

Consolidated

The Consolidated Revenue from Operations during FY 2021-22 was Rs.59,325.73 lakhs as compared to Rs. 28,137.61 lakhs in previous FY 2020-21 registering an increase of 110.84% over the previous year.

On a consolidated basis, the Net Profit was Rs. 3,535.62 lakhs for FY 2021-22 as compared to net profit of Rs. 807.42 lakhs for FY 2020-21.

Setting up of New Green Field Factory:

The Company is aiming to have manufacturing facility having yearly production capacity of 5,000 buses/trucks and other EVs with a scalability for production up to 10,000 units. To achieve the projected production capacity and for research and development of new products the Company is in process to setting up the Green Field Factory (i.e. EV Manufacturing Facility) at Seetharampur (Hyderabad, India), and the Company has already acquired 150 Acres of Land at Industrial Park, Seetharampur from Telangana State Industrial Infrastructure Corporation Limited (TSIIC).

CONTRIBUTION TOWARDS ENVIRONMENT SAFEGUARD:

Your Directors are pleased to inform you that, through our Electric Vehicle Operations, the Company reduced more than 18,600 tonnes approx. CO₂ in tailpipe emission, during the year (and 53,600 tonnes approx. till date) under

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

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

review and this way Company has contributed a major part to safeguard environment by reducing air pollution.

TRANSFER TO GENERAL RESERVES:

No amount has been transferred during the year. DIVIDEND:

The Board of Directors has recommended the final dividend at the rate of 10% (i.e. Rs. 0.40/-only) per equity share of Rs. 4.00/- (Rupees Four only) each fully paid up, for the financial year 2021-22, which if declared at the ensuing Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend payout for the year under review will be Rs. 328.32/- Lakhs.

CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year 2021-22, there is no change in the nature of the business of the Company.

ACCOUNTING TREATMENT:

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

SHARE CAPITAL:

The authorized share capital of the Company now it Rs.60,00,00,000/- (Rupees Sixty

Crores Only) divided into 15,00,00,000 (Fifteen Crores only) Equity shares of Rs. 4/- each.

The paid-up equity share capital of the Company as on 31^st March, 2022 is as follows:

	(Rs. in Lakhs
Paid up Equity Share Capital as on 31^st March, 2022	3,283.23
(8,20,80,737 Equity share of face value of Rs. 4 /-)	3,283.23

CHANGES DURING THE FINANCIALYEAR:

A. Re-classification of Shareholders from Promoter & Promoter Group to Public category:

Pursuant to the resolution passed by the shareholders in their meeting held on 27^th September, 2021 and as per the provisions of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following persons who were belonging to Promoter Category have been re-classified to Public Category w.e.f. 15.03.2022.

i) M/s. Trinity Infraventures Limited

ii) M/s. Goldstone Power Private Limited

iii) Mr. L.P. Sashi Kumar and

iv) Mr. P.S. Parthasarathy

Hence, w.e.f. 15^th March, 2022, M/s. MEIL Holdings Limited is the sole Promoter of the Company, having 4,10,53,000 equity shares aggregating to 50.02% stake of the total paid up share capital of the Company.

B. Board of Directors and/or Key Managerial Personnel:

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

ii) Dr. P.V. Ramesh resigned from the position of Managing Director & Director of the Company and the Board of Directors of the Company in their Meeting held on 12^th May, 2021 accepted the said resignation w.e.f. closing hours of 12^th May, 2021.

iii) Mr. K.V. Pradeep has been appointed as Managing Director of the Company in the Meeting of Board of Directors held on 29^th July, 2021 and his appointment as a Managing Director, was approved by the members by passing a special resolution in the 21^st Annual General Meeting held on 27^th September, 2021.

Further, pursuant to the resolution passed by the Board of Directors in their meeting held on 28^th October, 2021, Mr. K.V. Pradeep has also been appointed as a Chairman w.e.f. 28^thOctober, 2021.

Brief profiles of Directors (being appointed/ re-appointed including for change in Managerial Remuneration) at the forthcoming 22^nd Annual General Meeting have been given in the Notice.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel as on 31^st March, 2022.

â¢ Mr. K.V. Pradeep, Chairman & Managing Director

â¢ Mr. B. Sharat Chandra, Chief Financial Officer

â¢ Mr. P. Hanuman Prasad, Company Secretary

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

A separate meeting of Independent Directors was held on 4^th March, 2022 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company

and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

MEETINGS:

During the year under review, Eight (8) Board Meetings, Six (6) Audit Committee, Six (6) Nomination and Remuneration Committee & Four (4) Stakeholders Relationship Committee Meetings were held.

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

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

BOARD DIVERSITY:

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(a) In the preparation of Annual Accounts for the Financial Year ended 31 ^st March, 2022 the applicable accounting standards have been followed and that there are no material departures;

(b) Such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year ended 31^st March, 2022 and of the profit of the Company for that period;

(d) The Annual Accounts for the FY ended 31^stMarch, 2022 have been prepared on a going concern basis;

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

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

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES - THEIR PERFORMANCE:

At the beginning of the financial year, Company has a subsidiary, a Joint Venture and Two Associate Companies namely TF Solar Private Limited, SSISPL-OGL-BYD Consortium, Evey Trans (SMC) Private Limited and Evey Trans (SIL) Private Limited respectively.

However, during the year under review the Company;

1. Incorporated a Subsidiary Company namely Evey Trans (GTC) Private Limited on 12^th April, 2021 with 51% stake.

2. Divested its entire stake held in TF Solar Private Limited and it ceased to be the subsidiary of the Company w.e.f. 26^th July, 2021.

3. Acquired 34% stake in Evey Trans (UJJ) Private Limited on 1^st December, 2021.

4. Acquired 26% stake in Evey Trans (JAB) Private Limited on 1^st December, 2021.

5. Subscribed 26% stake in Evey Trans (BLR) Private Limited on 9^th February, 2022.

6. Subscribed 34% stake in Evey Trans (MHS) Private Limited on 8^th March, 2022.

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

In accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("the Act"), read together with the Companies (Indian Accounting Standards) Rules, 2015 (as amended), the Financial Statements of Subsidiaries, Associates and Joint Venture as at 31^st March, 2022, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended 31^st March, 2022, forms part of this Annual Report.

DEPOSITS:

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

CORPORATE SOCIAL RESPONSIBILITY(CSR):

Pursuant to Section 135 of the Companies Act, 2013 as on 31^st March, 2022, the Company is having Corporate Social Responsibility Committee consisting of Mr. M. Gopalakrishna (Chairman), Mr. B. Appa Rao and Mr. K.V. Pradeep.

Pursuant to the circular issued by MCA G.S.R. 40(E). on 22^nd January, 2021 the Company adopted the new CSR policy on 30^th March, 2021.

As per the CSR policy, during the year 2021-22, the Company implemented CSR activities and the details of the same are given in Annexure-2.

INSURANCE:

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

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

RELATED PARTY DISCLOSURES:

Related party transactions entered during the financial year under review are disclosed in Note 33 to the Financial Statements of the Company for the Financial Year ended 31^st March, 2022. These transactions entered were at an arm''s length basis and in the ordinary course of business.

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

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website at https://olectra.com/ policies/.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

AUDITORS AND AUDITORS'' REPORTS:Statutory Auditor:

The members at the 21 ^st Annual General Meeting of the Company held on 27^th September, 2021 had appointed M/s. Sarath & Associates, Chartered Accountants, {Firm Registration No.005120S}, as Statutory Auditors of the

Reporting of frauds by auditors:

Cost Auditor:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors in their meeting held on 1^stSeptember, 2022, based on the recommendation of the Audit Committee, have re-appointed M/s. EVS & Associates, Cost Accountants, as Cost Auditor of the Company, for conducting the Cost Audit for the financial year ended 31^st March, 2023, at a remuneration of Rs. 2,00,000 plus applicable taxes and reimbursement of out of pocket expenses. The remuneration requires ratification by shareholders. Accordingly, an appropriate resolution has been incorporated in the Notice convening the 22^nd Annual General Meeting, for seeking member''s approval.

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

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. VCSR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31 ^st March, 2022. The Secretarial Audit Report issued in this regard is annexed as Annexure-4 to this Report.

Internal Auditors:

Company to fill the Casual vacancy araised due to resignation of M/s. PCN & Associates, Chartered Accountants, {Firm Registration No.016016S}, to hold office till the conclusion of the 22^nd Annual General Meeting to be held in the year 2022.

Accordingly, the present term of M/s. Sarath & Associates expires on the conclusion of the ensuing 22^nd AGM of the Company.

The Board of Directors of the Company at their meeting held on 01^st September, 2022, on the recommendation of the Audit Committee, have recommended the re-appointment of M/s. Sarath & Associates, Chartered Accountants (Firm Registration No. 005120S) as statutory auditors of the Company for a further period of 5 years, to hold the office from the ensuing 22^ndAnnual General Meeting till the conclusion of the 27^th Annual General Meeting of the members of the Company.

Accordingly, a resolution proposing appointment of M/s. Sarath & Associates, as statutory auditors of the Company from the conclusion of 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice calling 22^ndAnnual General Meeting of the Company.

The Company has also obtained from the Auditors, a certificate as required under Section 139(1) of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 to the effect that they are eligible to be appointed as statutory auditors of the Company. Pursuant to Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have confirmed that they have valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Statutory Auditors'' Report:

The Report of the Auditors for the year ended 31^stMarch, 2022 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

period 01^st April, 2022 to 31^st March, 2023 on recommendation by the audit committee.

SECRETARIAL STANDARDS:

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

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2021-22 is given in Annexure-5 in the prescribed Form No. MGT-9, which is a part of this report. The copy of the Annual Return is available on Company''s website https://olectra.com/annual-reports/.

LISTING ON STOCK EXCHANGES:

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

We are pleased to share that your Company is one of the top 500 Listed entities and holds the position of 451, as per the Market Capitalization as on 31^st March, 2022. (Source: https://www. nseindia.com/regulations/listing-compliance/ nse-market-capitalisation-all-companies).

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

As per the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and Management Discussion & Analysis Reports forms part of this Report as Annexure-6 and Annexure-7

PARTICULARS OF EMPLOYEES:

Office of the Company on any working day of the Company up to the date of the 22^nd Annual General Meeting.

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

Based on the recommendation of Nomination and Remuneration Committee, Board of Directors in their meeting held on 25^th June, 2022 (subject to approval of the members of the Company and such other consents or approvals as may be required), approved to increase the remuneration payable to Mr. K. V. Pradeep, Managing Director of the Company to Rs. 29,16,667 (Twenty Nine Lakhs Sixteen Thousand Six Hundred and Sixty Seven Rupees only) Per Month w.e.f. 01^st April, 2022. The said increase in remuneration is set forth as an Item No. 6 in the Notice of Annual General Meeting seeking approval of the Members.

CODE OF CONDUCT:

The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as "Code of Ethics & Business Conduct" which forms an Appendix to the Code. The Code has been hosted on the Company s website at https:// olectra.com/code-of-ethics/.

PREVENTION OF INSIDER TRADING:

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

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

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

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

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

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

REMUNERATION POLICY:

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

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

RISK MANAGEMENT POLICY:

Pursuant to the provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 the Company has formed Risk Management Committee w.e.f. 16^th June, 2021. Details of Composition of the Committee forms part of the Corporate Governance Report. In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act, 2013 and in Compliance to the SEBI (LODR)

Regulations, 2015, the Company has formulated Risk Management Policy to mitigate and manage the Risk Including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

SEXUAL HARASSMENT POLICY:

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

During the Financial Year ended 31^st March, 2022, the Company has not received any Complaints pertaining to Sexual Harassment. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee was re-constituted w.e.f. 29^th January, 2022. Composition of the said committee as on 31^st March, 2022 is as follows:

Name	Designation	Member/Presiding officer
Mrs. Rama Seshamma Ivaturi	Asst. Manager - Finance & Accounts	Presiding Officer
Mr. Pravin Kumar Pandey	AGM - Legal	Member
Ms. Guvvala Aranya	Executive - Finance & Accounts	Member
Mrs. Lakshmi Visweswaran	External Member	Member

Further, the Company has already registered the details of Internal Complaint Committee with Women Development and Child Welfare Department, Government of Telangana, India at the portal "http://tshebox.tgwdcw.in" launched by them in this regard.

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

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

The Company has also formulated and adopted the following policies as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

â¢ Archival Policy

â¢ Determination of Materiality of Events

â¢ Preservation of Documents Policy

All policies are available on our website at https://olectra.com/policies/.

CONSERVATION OFENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Sec 134 (3)(m) of The Companies Act, 2013 read with Rule 8 of The Companies (Account) Rules, 2014 are mentioned in Annexure-9 to this Report.

BUSINESS RESPONSIBILITY REPORT:

Business Responsibility Report as per Regulation 34 of the SEBI (LODR) Regulations, 2015, detailing various initiatives taken by the Company on the environmental, social and governance front forms are mentioned in Annexure-10 to this Report.

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Sd/- Sd/-

K.V. Pradeep P. Rajesh Reddy

Chairman & Managing Director Director DIN: 02331853 DIN:02758291

Place: Hyderabad

Date : 01^st September, 2022

Mar 31, 2018

The Shareholders,

The Directors are pleased to present the 18^th Annual Report and the audited financial statements of your Company for the year ended on March 31, 2018.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended on March 31, 2018, is summarized as below:

(Rs. in lakhs)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Gross Sales	16,421.53	11,406.64	16,421.53	11,406.64
Net Sales	16,148.75	10,488.45	16,148.75	10,488.45
Other Income	733.74	120.37	733.74	120.37
Total Income	16,882.49	10,608.82	16,882.49	10,608.82
Total Expenditure	14,758.09	8,477.13	14,758.09	8,477.13
Operating Profit (PBIDT)	2,124.40	2,131.69	2,124.40	2,131.69
Interest	612.87	572.61	612.87	572.61
Depreciation and Write Offs	322.23	246.31	322.23	246.31
Profit before Tax	1,189.30	1,312.77	1,189.30	1,312.77
Provision for taxation
- Current	81.47	460.39	81.47	460.39
- Deferred	218.56	10.44	218.56	10.44
Net Profit after tax	889.27	841.94	889.27	841.94
Other comprehensive income
Re-measurement gains/(losses) on defined benefit plan	(73.85)	(11.17)	(73.85)	(11.17)
Income-tax effect	20.55	3.73	20.55	3.73
Other comprehensive income for the year, net of tax	(53.30)	(7.44)	(53.30)	(7.44)
Total comprehensive income for the	835.97	834.50	835.97	834.50
year
Surplus brought forward from previous year	(571.11)	(1,405.61)	(571.25)	(1,405.75)
Less : Depreciation adjustment	-	-	-	-
Balance available for appropriation	264.86	(571.11)	264.72	(571.25)
- Proposed Dividend on Equity Shares	-	-	-	-
- Provision for Dividend Tax	-	-	-	-
- Transfer to General Reserves	-	-	-	-
- Others	-	-	-	-
Surplus carried forward to Balance Sheet	264.86	(571.11)	264.72	(571.25)
Equity Share Capital
(5,01,80,737 (March 31, 2017: 3,60,80,737) equity shares of Rs.4/- each fully paid-up)	2,007.23	1,443.23	2,007.23	1,443.23
E.P.S (without OCI) (Rupees)	2.07	2.33	2.07	2.33
Net Worth	19,835.09	6,623.57	19,834.96	6,623.44
Book Value in rupees (face Value of Rs. 4/each)	39.53	18.36	39.53	18.36

GENERAL REVIEW OF OPERATIONS

During the year under review, your Company has achieved a gross turnover of Rs. 16,421.53 lakhs as against Rs.11,406.64 lakhs for the previous financial year. The Net Profit for the year ended 31^st March, 2018 was Rs. 889.27 Lakhs as against Rs. 841.94 Lakhs for the year ended 31^st March 2017.

The Company has started commercial production and delivery of electric buses during the financial year.

DIVIDEND

No dividend is recommended for the financial year 2017-18 to conserve funds to meet business expansion and development plans of the Company.

TRANSFER TO GENERAL RESERVES

No amount has been transferred to Reserves during the year.

CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company now stands at Rs.60,00,00,000/- (Rupees Sixty Crores Only), divided into 15,00,00,000 (Fifteen Crores Only) Equity Shares of Rs.4/- each.

The Paid Up Equity Share Capital of the Company as on March 31, 2018 is as follows:

Particulars	Rs.
Paid Up Equity Share Capital as on 31.03.2017	14,43,22,948
Add: Issued and allotted during the year under Preferential Allotment	5,64,00,000
Total	20,07,22,948

During the year under review, 1,41,00,000 equity shares were issued and allotted under preferential basis to non-promoters at a price of Rs.80.10/- each, including premium of Rs. 76.10/- each.

In addition, the Company issued, on preferential basis to the Promoter Group, 54,00,000 Convertible warrants of Rs.4/- each at a premium of Rs.76.10/- per warrant amounting to Rs.43,25,40,000/- and 25% consideration of Rs. 10,81,35,000/- was received up to March 31, 2018.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

The Company adopted the Indian Accounting Standards (âIndASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 from April 1, 2017 for the preparation and presentation of the financial statements. Consequently, the Financial Statements of the previous year have had to be restated to conform to the provisions of IndAS.

The corresponding reconciliation and description of the effects of this transition from the provisions of the Companies (Accounting Standards) Rules, 2005 has been provided under Note 42 to the Standalone Financial Statements and Note 41 to the Consolidated Financial Statements.

REGISTERED OFFICE

The Registered Office of the Company, for administrative convenience, was shifted to Centre Point Building, 4^th Floor, Plot No: 359 to 363/401, US Consulate Lane, Begumpet, Secunderabad 500 016 effective from December 15, 2017.

NAME CHANGE

The name of the Company was changed to Olectra Greentech Limited effective July 6, 2018. The change was as a part of corporate rebranding and to reflect the current focus and business activities of the Company.

CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP) DURING THE FINANCIAL YEAR

The following appointments were made during the year:

- Mr. N.K.Rawal - as Additional Director and Managing Director effective from December 12, 2017. The office of Managing Director was approved by Shareholders via Postal Ballot conducted on June 30, 2018. His office as Additional Director is till the date of forthcoming Annual General Meeting and hence, his appointment as Director is put before you for your approval. He is also designated as KMP.

- Justice Mrs.Gyan Sudha Misra (Retd.) -as Additional Director and Independent Director effective from May 23, 2018. The office of Independent Director was approved by Shareholders via Postal Ballot conducted on June 30, 2018. Her office as Additional Director is till the date of forthcoming Annual General Meeting and hence, her appointment as Director is put before you for your approval.

- Mr. N. Naga Satyam - as Additional Director and Executive Director effective from May 23, 2018. The office of Executive Director was approved by Shareholders via Postal Ballot conducted on June 30, 2018. His office as Additional Director is till the date of forthcoming Annual General Meeting and hence, his appointment as Director is put before you for your approval.

- Mr.B.Sharat Chandra - as Chief Financial Officer (CFO/KMP) effective from December 12, 2017. He is also designated as KMP.

Re-appointments:

As per the provisions of The Companies Act, 2013, the Director who has been longest in office has to retire by rotation at the ensuing AGM and if eligible, will be re-appointed by the members in the said General Meeting. Since the Board consists of additional directors, no director can be made liable to retire by rotation.

Resignations:

Mr. L.P.Sashikumar resigned as Managing Director and member of the Board effective December 12, 2017.

Mrs.Mahita Caddell resigned as Director effective December 12, 2017.

Mr. P.Syam Prasad resigned from the office of Chief Financial Officer effective December 12, 2017.

All Independent Directors have furnished the requisite declarations to the Company that they meet the relevant independence criteria as laid down in Section 149(6) of The Companies Act, 2013 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Brief profiles of Directors being appointed / reappointed at the forthcoming Eighteenth Annual General Meeting have been given in the Notice.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel as on the Boardâs Report date:

- Mr.N.K.Rawal, Managing Director (DIN 01630545)

- Mr.B.Sharat Chandra, Chief Financial Officer

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015,the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board had, on the recommendation of the Nomination & Remuneration Committee (NRC), framed a policy for selection and appointment of Directors, key managerial personnel and other employees and their remuneration.

The salient features of the Nomination and Remuneration Policy of the Company includes the criteria for determining qualifications, positive attributes and independence of a director in addition to recommending the remuneration for the directors, key managerial personnel and other employees.

The said Policy is available at www.olectra.com MEETINGS

During the year under review, Eleven (11) Board Meetings, Five (5) Audit Committee & Four (4) Stakeholders Relationship Committee Meetings, One (1) Nomination and Remuneration Committee Meeting and One (1) Independent Directorsâ Meeting were convened and held. The details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details on the familiarization programme for Independent Directors is reported in the Corporate Governance Report.

BOARD DIVERSITY

The Policy on Board diversity of the company devised by the Nomination and Remuneration Committee and approved by the Board is available on the website of the company at www.olectra.com.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

a. in the preparation of the Annual Accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied them consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2018 and of the loss for that period;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

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

f. proper systems have been devised by the Company to ensure compliance with the provisions of applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES - THEIR PERFORMANCE

As at 31st March, 2018, T F Solarpower Private Limited (TFSPL) is the wholly owned subsidiary of the Company.

The Financial Statements of TFSPL as at 31st March, 2018 have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company in respect of the year forms part of this Annual Report.

On transition of financial statements as per Indian Accounting Standards, Ind AS 101 allows an entity to treat fair value as deemed cost for investments held in subsidiaries, associates and joint ventures.

Accordingly, the Company has elected to treat fair value as deemed cost for its investments held in its subsidiary. The fair value of such investments was considered as Nil with an adjustment of Rs. 6,01,00,000/- being recognised to the carrying value reported under the Previous GAAP.

The only wholly-owned subsidiary company, TFSPL, has not started any business operations .

No other company has become Associate or Joint Venture during the year under review.

A Statement containing the salient features of the financial statements of Subsidiaries , Associate Companies / Joint Ventures in Form AOC-1 appears in Annexure -1 to this Annual Report.

DEPOSITS

The deposits covered under Chapter V of The Companies Act, 2013 were neither accepted during the year nor remained unpaid or unclaimed as at the end of the financial year 2017- 18. As such, there has been no default in repayment of deposits or payment of interest thereon at the beginning or at the end of the year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company complies with the provisions of Section 135 of The Companies Act, 2013, relating to Corporate Social Responsibility.

The CSR Committee of the Board consists of Mr.M.Gopalakrishna (Chairman), B.Appa Rao and Mr.N.K.Rawal.

A Report on CSR activities as mandated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-2 to this Report.

INSURANCE

All the properties of your company including its building, plant & machinery and stocks have been adequately insured.

RELATED PARTY DISCLOSURES

There are no related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has no contracts (or) arrangements (or) transactions with related parties that are not at armâs length basis.

However, there are a few non-material transactions with related parties that are at armâs length basis.

Consequently, disclosures in Form AOC-2 pursuant to Rule 8(2) of The Companies (Accounts) Rules, 2014 are not required.

The policy on Related Party Transactions as approved by the Board was uploaded on the Companyâs website: www.olectra.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Sec 186 of The Companies Act, 2013 are given in Note 32 to Standalone Financial Statements and Note 33 to Consolidated Financial Statements.

STATUTORY AUDITORS AND REPORT

In the Annual General Meeting held on September 28, 2017, M/s. PCN & Associates, {Formerly, M/S. Chandra Babu Naidu & Co}, Chartered Accountants, {Firm Registration No.016016S}, was appointed as Statutory Auditors of the Company to hold office till the conclusion of the 22^nd Annual General Meeting to be held in the year 2022.

The Report of the Auditors for the year ended 31st March, 2018 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

COST AUDITOR

Upon the recommendation of the Audit Committee, M/s. EVS & Associates, Cost Accountants, were appointed to audit the cost accounting records maintained by the Company for the financial year ended March 31st, 2018 at a remuneration of Rs. 1,60,000, plus applicable taxes and reimbursement of out of pocket expenses. The remuneration requires ratification by shareholders and an appropriate Resolution has been incorporated in the Notice convening the 18th Annual General Meeting.

Cost Records are required to be maintained by the Company Under Section 148(1) of the Companies Act, 2013. Accordingly, such accounts & records made and maintained.

SECRETARIAL AUDIT

M/s. Prathap Satla & Associates, Practicing Company Secretaries, were appointed by the Board to conduct Secretarial audit for the Financial Year 2017-18. The Secretarial Audit Report appears under Annexure-3 to this Report.

Management Reply:

The Company had a Woman Director who resigned on 12.12.2017. In this regard, the company was looking for a suitable Woman Director (Independent Category) and appointed Justice Mrs. Gyan Sudha Misra on 23.05.2018.

Total time taken for replacement of a Woman Director was beyond the stipulated statutory timelines of 3 months (or) next board meeting whichever is later.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

In pursuant to the provisions of Sec 134(3)(a) of The Companies Act, 2013, the extract of the Annual Return in Form MGT-9 is appended as Annexure-4 to the Boardâs Report.

LISTING ON STOCK EXCHANGES

The Companyâs shares are listed on Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE). For more details on listing, refer Corporate Governance Report. The Company duly pays the annual listing fees.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Regulation 34 read with Schedule V of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates Corporate Governance and Management & Discussion Analysis Reports to be part of this Directorsâ Report. The same are attached as Annexure-5 and Annexure-6 respectively.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Manegerial Personnel) Rules, 2014 is given in Annexure-7 and forms part of this Report.

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

The Company via Postal ballot conducted on June 30, 2018 passed the following resolutions, inter-alia, affecting the financial position of the Company:

Increase of Authorised Share Capital:

In the Postal Ballot held on June 30, 2018, the Authorised Share Capital of the Company was increased from Rs.24,65,00,000/- comprising of 6,16,25,000 Equity Shares of Rs.4/- each to Rs.60,00,00,000/- (Rupees Sixty Crores Only) comprising of 15,00,00,000 Equity Shares of Rs.4/- each.

Right Equity Shares:

The Board of Directors in its meeting held on May 23, 2018, recommended the issue of Equity Shares on Rights basis. The consent of the members was accorded via postal ballot on June 30, 2018 to issue, offer and allot such number of equity shares of Rs.4/- each for cash at a premium of Rs.96/- per share which in the aggregate shall not exceed Rs.560 Crores on Rights basis in proportion of 1:1.

However, in view of the volatile market conditions, which may impact the successful completion of the rights issue and receipt of targeted funds into the Company, the Board in its meeting held on August 10, 2018 decided in favour of proceeding with the alternative means to raise the required funds through preferential issue and consequently has withdrawn the rights issue proposal.

Preferential Issue and Open Offer:

Your Company has sought consent from its members in the Extra-Ordinary General Meeting going to be held on September 10, 2018 for issue of 2,65,00,000 Equity Shares and 91,00,000 Convertible Warrants at Rs.175.30/- per security to M/s. MEIL Holdings Limited (MEIL), having its Registered Office at S-2, TIE, Balanagar, Hyderabad 500 037. MEIL also entered into Share Purchase Agreement on August 10, 2018 with the existing Corporate Promoter, Trinity Infraventures Limited for purchasing of 1,00,00,000 (One Crore Only) Equity Shares.

On successful completion of the Preferential Issue, conversion of all Warrants and aquisition of shares from Trinity Infraventures Limited, MEIL holding will be 50.01% of the paid up equity share capital. This triggers Open Offer formalities under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and hence, MEIL gave Public Announcement on August 10, 2018 to acquire 2,37,06,992 (26% of Emerging Equity Shares of 9,11,80,737) fully paid up equity shares of your Company from Public Shareholders of the Company.

All the Open Offer procedures and compliances are being carried on by the Company and the MEIL The result will be intimated to public in general through paper publication and posted on the website of the Company and disseminated through both the Stock Exchanges viz., BSE and NSE.

CODE OF CONDUCT

All the Independent Directors and senior management confirmed the compliance of code of conduct. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as âCode of Business Conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs website www. olectra.com

PREVENTION OF INSIDER TRADING:

In Pursuance of SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has framed and adopted the following policies for regulating, monitoring and reporting of trading by Insiders and uploaded in the website of the Company.

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

ii) Code Of Practices & Procedures for Fair disclosure of unpublished price sensitive information;

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

RISK MANAGEMENT POLICY:

In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act 2013, the Company is implementing all measures to mitigate and manage the risk including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower Policy to deal with fraud unethical behaviour - actual or suspected, fraud or violation of companyâs code of conduct or ethics policy. The policy can be found on web site of the Company www. olectra.com. For more details, refer Corporate Governance Report.

OTHER POLICIES UNDER SEBI (LODR) REGULATIONS,2015

The Company has formulated and adopted the following policies as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

- Archival Policy

- Determination of Materiality of Events

- Preservation of Documents Policy

All policies are available on our website at www. olectra.com.

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

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

GOING CONCERN STATUS

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an anti-sexual harassment policy in compliance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has complied with the provisions relating to the consitution of Internal complaints committee. All employees are covered under this policy. No complaints were received during the year under review.

CERTIFICATES AND AWARDS Certificates:

1. ISO 9001:2015 - In accordance with TUV NORD CERT procedures (For Design, Development, Manufacture, Assembly, Supply & After sales Service of Electric Vehicles)

2. ISO 14001:2015 - Issued by Indian Register Quality Systems (For Design, Development, Manufacture and Supply of Composite Insulators nd Fiber Reinforced Plastic (FRP) Rods)

3. ISO 9001:2015 - Issued by Indian Register Quality Systems (For Design, Development, Marketing, Manufacturing and Supply of Fiber Reinforced Plastic (FRP) Rods and Composite Insulators)

Awards:

1. Winner (Supplier-Insulator) (2017)

2. Appreciation (Support for critical targets -Insulators Supply) (2017)

3. Runner-Up (Supplier-Insulator) (May, 2018) PERSONNEL

Personnel relations have remained very cordial during the period.

ACKNOWLEDGEMENTS

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible because of their hard work, solidarity, cooperation and support.

Also, we thank the Government of India including various Government Departments / Agencies for their support and we look forward to their continued support in future.

For and on behalf of the Board

Sd/- Sd/-

N.K.Rawal N.Naga Satyam

Managing Director Whole-time Director

DIN: 01630545 DIN: 02600472

Place: Secunderabad

Date: 10.08.2018

Mar 31, 2016

Directors'' Report

The Members

Goldstone Infratech Limited

The Directors have pleasure in presenting the 16^th Annual Report together with the Audited Statements of Accounts of the company for the financial year ended 31^st March 2016.

Financial Results:

The summarized financial results (Standalone) of the Company for the year ended 31 ^st March, 2016 as compared to the preceding year are as under:

Rs, in Lakhs

Particulars	2015-16	2014-15
Gross Sales	10,142.09	9,951.19
Net Sales	9,295.92	9,215.13
Other Income	170.57	133.68
Total Income	9,466.49	9,348.81
Total Expenditure	7,454.43	7,546.03
Operating Profit (PBIDT)	2,012.06	1,802.78
Interest	574.28	578.30
Depreciation and Write Offs	546.81	564.80
Profit before Tax	890.97	659.68
Provision for taxation
- Current	300.00	200.00
- Deferred	(61.02)	(48.90)
Extra-Ordinary Items	72.36	16.65
Net Profit after tax	579.63	491.93
Surplus brought forward from previous year	845.58	421.55
Less : Depreciation adjustment	0.00	67.90
Balance available for appropriation	1,425.21	845.58
- Proposed Dividend on Equity Shares	-	-
- Provision for Dividend Tax	-	-
- Transfer to General Reserves	-	-
- Others	-	-
Surplus carried forward to Balance Sheet	1,425.21	845.58
Equity Share Capital
(3,60,80,737 Shares of Rs 4/- each)	1,443.23	1,443.23
E.P.S (After Prior Period Items) (?)	1.61	1.36
Net Worth	8,619.90	8,040.27
Book Value in rupees (face Value of Rs. 4/- each)	23.89	22.28

Review of Operations:

During the year under review, your Company has achieved a gross turnover of Rs, 10,142.09 lakhs as against Rs, 9,951.19 lakhs for the previous financial year. The Net Profit for the year ended 31st March, 2016 was Rs, 579.63 Lakhs as against Rs, 491.93 Lakhs for the year ended 31st March 2015.

Dividend:

In order to conserve resources for future requirements and development of export markets the Board has decided to retain the profits generated and consequently your Board has not recommended any dividend for the financial year 2015-16.

Share Capital:

The Paid up capital as on 31^st March, 2016 was Rs, 14,43,22,948/- (having 3,60,80,737 Equity Shares @ Rs, 4/- each). During the year under review the company has not issued any shares either to the public or to the promoters. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2016, none of the Directors of the Company hold shares or convertible instruments of the Company except Mr. L.P. Sashi Kumar, Managing Director of the Company.

Finance:

Cash and cash equivalents as at 31 ^st March, 2016 was Rs, 948.96 Lakhs. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Fixed deposits:

The Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors :

Mrs. Mahitha Caddell, Director, who retires by rotation at the 16^th Annual General Meeting and being eligible, offers herself for reappointment.

As per the recommendations of the Nomination & Remuneration Committee, subject to your approval, the Board of Directors in their meeting held on 26^th May, 2016 have reappointed Mr. L.P.Sashikumar as Managing Director of the Company for a period of 3 (Three) years with effect from 01^st April, 2016.

Mr. S. Muralikrishna, Independent Director of the Company, tendered his resignation w.e.f.01.07.2016 from the position of Director in the Company.

Mr.M.Gopalakrishna, Mr. B. Appa Rao were appointed as Independent Directors of the Company for a term of 5 (Five) years from 27th September 2014 to 26th September, 2019 hence they are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and as per the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried is explained in the Corporate Governance Report.

Remuneration Policy:

The Board had on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings;

During the year, Seven Board Meetings, Six Audit Committee Meetings and Two Nomination and Remuneration Committee Meetings were convened and held; the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Corporate Social Responsibility;

For the year ended 31^st March, 2016 the provisions of Section 135 of the Companies Act, 2013 are applicable to the Company as the net profit of the Company for the year 2015-2016 is more than Rs, 5.00 Crores. The details pertaining to the utilization of the Profits towards the CSR Activities, CSR policy and the Corporate Social Responsibility Committee are given in the Corporate Governance Report annexed to this report.

Meeting of Independent Directors;

The details on the separate meeting of Independent Directors is reported in the Corporate Governance Report.

Familiarization Programme for Independent Directors;

The details on the familiarization programme for Independent Directors is reported in the Corporate Governance Report.

Board Diversity;

The Policy on Board diversity of the company devised by the Nomination and Remuneration Committee and approved by the Board is disseminated on the website of the company at www.goldstonepower.com.

Director''s Responsibility Statement;

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Consolidated Financial Statements;

During the year, the Board of Directors (''the Board'') reviewed the affairs of the Subsidiary. In accordance with Section 129 (3) of the Companies Act, 2013 and applicable Accounting Standards we have prepared consolidated financial statements of the Company and its subsidiaries which will form part of the Annual Report. Further a statement containing the salient features of the financial statements of our subsidiary in the prescribed format AOC-1 is appended as Annexure to the Board''s Report.

In accordance with Section 136 of the Companies Act, 2013 the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on website of the Company www.goldstonepower.com.These documents will also be available for inspection during the business hours at the registered office of the Company.

Subsidiaries and Associates :

As on 31^st March, 2016, the Company has one wholly owned subsidiary namely TF Solar Power Private Limited. The Company does not have any other Associates or Joint Ventures. Further, as per the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed a policy on Material Subsidiaries as approved by the Board and the same has been uploaded on the Company''s website www.goldstonepower.com

Till date the Subsidiary Company (M/s. TF Solar Power Private Limited) has no business operations.

During the year no further investment was made by the Company in subsidiary.

Statement containing salient features of financial statements of subsidiaries :

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is in the prescribed format AOC-1 are appended as Annexure-1 to the Board''s report.

Report on the performance of Subsidiaries, Joint Ventures and Associates:

Till date the Subsidiary Company (M/s. TF Solar Power Private Limited) has no business operations and the Company does not have any Associates as well as Joint Ventures.

Internal control systems and their adequacy:

The Company has an Internal Audit and Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

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

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Statutory Auditors:

M/s. P Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company hold office in accordance with the provisions of the Companies Act, 2013 up to the conclusion of forth-coming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 and based on recommendations of the Audit Committee they being eligible, offer themselves for reappointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

Cost Auditors:

As per the Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment Rules, 2014 our company comes under the ambit of the industry which is subject to maintenance of Cost Records and Cost Audit. However, since the Company''s turnover for the FY 2015-16 was below the threshold limits, therefore appointment of Cost Auditor and conducting of cost audit on cost records is not applicable to the Company for the Financial Year 2016 17.

Particulars of Loans, Guarantees or Investments;

During the year under review the Company has not given any Loans, Guarantees or any Investments.

Related Party Transactions;

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.goldstonepower.com. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

The details of contracts or arrangements with related parties made by the company during the year 2015-16 is enclosed in form AOC-2 as Annexure-2 to the Board''s Report.

Secretarial audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Prathap Satla & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 3 to the Board''s Report.

Risk Management Policy:

In terms of the requirement Section 134 (3) (n) and Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with relevant provisions of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and constituted the Risk Management Committee and the Committee reviews the same periodically. The details of the Policy are reported in the Report on Corporate Governance which forms part of the Board''s Report.

The details of the committee and its terms of reference are set out in the corporate Governance Report forming part of the Board''s report.

At present the company has not identified any element of risk which may threaten the existence of the company.

Code of conduct:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company''s website www.goldstonepower.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. In addition to the above and pursuant to the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV of the Companies Act, 2013 duties of the Independent Directors and code of Independent Directors have been placed on the website of the Company www.goldstonepower.com

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Declaration given by Managing Director of the Company regarding compliance of Code of Conduct is enclosed as Annexure to the Corporate Governance Report.

Prevention of Insider Trading:

In pursuance of SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Company has framed and adopted the following policies for regulating, monitoring and reporting of trading by Insiders and uploaded in website of the Company.

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

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

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

Policies under SEBI (LODR) Regulations, 2015;

The Board adopted the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into force on 2^nd December, 2015 in the Board Meeting held on14.11.2015 which replaced the erstwhile Listing Agreement.

Further, pursuant to the said regulations, the Company adopted the following policies

1. Archival Policy

2. Determination of Materiality of Events

3. Preservation of Documents Policy

All the above policies are hosted on the website of the Company www.goldstonepower.com

Vigil Mechanism / Whistle Blower Policy:

As per the provisions of the Section 177 (9) & (10) of the Companies Act 2013, read with Clause 49 of the erstwhile Listing Agreement the Board adopted a Vigil Mechanism called ''Whistle Blower Policy'' for directors and employees to report the Management /Audit Committee instances of unethical behavior, actual or suspected, fraud or violation of company''s code of conduct or ethics policy.

The Vigil Mechanism also provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit committee in exceptional cases further the Whistle Blower Policy has also been uploaded on the Company''s website; www.goldstonepower.com

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 4 to the Board''s Report.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2016-17.

Corporate Governance and Management Discussion & Analysis Reports :

As per the Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance.

Managing Director and CFO Certification:

As required under the SEBI Guidelines, the Managing Director and the CFO Certification is attached to Corporate Governance Report.

Material changes and commitments affecting the financial position of the

company which have occurred between the end of the financial year i.e.31.3.2016, to which financial statements relate and the date of the Boards Report: NIL OTHERS;

During the year under review, the Company had entered into a Business Transfer Agreement for sale and transfer of Insulator Division on 11th July, 2015 with M/s.MacLean Power (India) Private Limited, which has lapsed according to the terms of the Agreement.

The Board of Directors of the Company, accorded its consent for entering into the business of Electric Buses and approved the agreement with one of the largest manufacturers of Electric Buses from China for introducing pure Electric Buses in certain markets of India.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

1. CONSERVATION OF ENERGY :

a. Energy Conservation Measures taken or under implementation

During the period the company had:

1) Ensured proper and timely maintenance of plant & equipment.

2) Improved processes to reduce cycle time.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency and ensured lower use of energy per insulator.

d. Consumption of Energy Particulars.

Electricity	2015-16	2014-15
A. Purchased
Units - KWH	25,58,487	29,46,042
Total Amount - In ''	2,01,34,463	2,18,07,148
Rate/Unit - In ''	7.87	7.40
B. Own Generation through Diesel Generator
Units - KWH	76,402	2,00,115
Total Amount - In ''	14,87,496	37,97,546
Rate/Unit - In ''	19.47	18.98

2. TECHNOLOGY ABSORPTION:

Research and Development:

a. Specific Areas in which R & D carried out by the company:

The Company has been continuing its Research and Development activities to optimize the productivity and performance. The designs of Insulators have been optimized for improvement in quality, standardization and value engineering.

b. Benefits derived as results of the above R & D:

The company has reduced cost and wastages in production of the insulators.

c. Future Plan of Action:

The company plans to improve the existing process and continue with value engineering.

3. FOREIGN EXCHANGE EARNINGS AND OUT GO:

(Rs, In lakhs)

Particulars		2015-16	2014-15
a)	Value of Imports on CIF Basis
	^ Raw Materials	2,077.06	1,729.33
	^ Capital Goods	31.63	69.65
b)	Expenditure in Foreign Currency
	^ Travelling Expenses	4.16	1.23
	^ Others	1.71	32.50
c)	Earnings in Foreign Currency (on receipt basis)
	^ Export of Goods (FOB Basis)	15.39	47.34
	^ Deemed Exports	2,402.78	640.33

Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company''s operations in future;

There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Particulars of employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with notification dated 30^th June, 2016 in respect of employees of the Company, is enclosed as Annexure 5 to the Board''s report.

Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad and Syndicate Bank for their support, guidance and assistance.

Your Company and its Directors wish to extend their sincere thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the Board Sd/- Sd/-

L P Sashikumar B. Apparao

Managing Director Director

DIN:00016679 DIN:00004309

Place: Secunderabad

Date: 11.08.2016

Mar 31, 2014

The Members Goldstone Infratech Limited

The Directors have pleasure in presenting the 14th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March 2014.

Financial Results :

The summarized financial results (Standalone) of the Company for the year ended 31st March, 2014 as compared to the preceding year are as under:

Rs in Lakhs'' Particulars 2013-14 2012-13

Gross Sales 8738.96 7628.98

Net Sales 8032.47 7006.99

Other Income 69.77 123.09

Total Income 8102.24 7130.08

Total Expenditure 6933.33 5947.70

Operating Profit (PBIDT) 1168.91 1182.38

Interest 578.68 638.10

Depreciation and Write Offs 239.78 239.67

Profit before Tax 350.45 304.61

Provision for taxation

- Current 25.00 35.00

- Deferred 69.52 66.87

Profit after Tax 255.93 202.74

Extra-Ordinary Items

- Taxes pertains to previous year - -

- Prior period adjustments 44.10 (2.14)

Net Profit 211.83 200.60

Surplus brought forward from previous year 209.72 117.60

Balance available for appropriation 421.55 318.20

Appropriations:

-Proposed Dividend on Equity Shares - -

-Provision for Dividend Tax - -

-Transfer to General Reserves - -

-Others - 108.47

Surplus carried forward to Balance Sheet 421.55 209.72

Equity Share Capital(3,60,80,737 1443.23 1443.23 Shares of Rs 4/- each)

E.PS (After Prior Period Items) (Rupees) 0.59 0.56

Net Worth 7616.24 7404.41

Book Value in rupees (face Value of Rs. 4/- each) 21.11 20.52

Review of Operations:

During the year under review, your Company has achieved a gross turnover of Rs. 8738.96 lakhs as against Rs. 7628.98 Lakhs for the previous financial year. The Net Profit has increased from Rs. 200.60 Lakhs for the year ended 3151 March 2013 to Rs. 211.83 Lakhs during the Current Year. Though the turnover increased by 14.55% the increase in net profit was around 5.60% and the main reasons for this were appreciation of US Dollar vis-a-vis Indian Rupee and increase in the manufacturing costs.

During the year under review, the Company has successfully developed Insulators for market in African countries which has increased business opportunities in export market. Company has also got approval for its 765KV insulators for Transmission Lines and obtained orders from PGCIL.

Dividend:

In order to conserve resources for future requirements and development of export market the Board has decided to retain the profits generated and consequently, your Board has not recommend any dividend for the financial year 2013-14.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS- 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Company:

TF Solar Power Private Limited is the wholly owned subsidiary of the Company. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the

Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Fixed deposits:

The Company has not accepted any fixed deposits from the public, and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis:

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Statutory Auditors:

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 up to the conclusion of forth-coming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of the Section 139 (2) of the Companies Act, 2013 and based on recommendations of the Audit Committee they being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 (3) (g) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.

The Audit Committee of your Company meets periodically with Statutory Auditors and Internal Auditors to review the performance of the Internal Audit, to discuss the nature and scope of statutory auditors functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full access to the Members of the Audit Committee to discuss any matter of substance.

Cost Auditors:

The Board of Directors at their meeting held on 27th May, 2013 had appointed Sagar & Associates, Cost Accountants, as the Cost Auditor of the Company for the FY 2013-14. The Cost Auditors have submitted their Cost Audit Report and the Board has approved the said Report in the Board Meeting held on 04th August, 2014 and the due date for filing of this Cost Audit Report with the Central Government is 30th September 2014. As per the Companies (cost records and audit) Rules, 2014 which were notified on 30.06.2014, our company would not come under the ambit of the industry which is subject to maintenance of Cost Records and Cost Audit.

Directors:

Mrs. Mahitha Caddell, and Mr.S.Murali Krishna, Directors, who retires by rotation at the 14th Annual General Meeting and being eligible, offer themselves for re-appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation and the tenure of the Independent Directors on the date of commencement of the Companies Act, 2013 (i.e., 01.04.2014) shall not be counted as term

for aforesaid period of 5 years. Accordingly, it is proposed to appoint Mr.S.Murali Krishna, Mr. M.Gopala Krishna and Mr. B.Appa Rao as Independent Directors of your Company from 27th September, 2014 up to 26th September, 2019.

Appropriate resolutions for the appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. Your Directors recommend their reappointment as Directors of your Company.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2014-15.

Director''s Responsibility Statement :

In accordance with the Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors of the Company, in respect of the financial year ended 31st March, 2014, confirm that:

(a) in preparation of the Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(c) They have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, and the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregular -ities.

(d) They have prepared the Annual Accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Finance Head Certification:

As required under the SEBI Guidelines, the Managing Director and the Finance Head Certification is attached to this Report.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per the Companies (Disclosure of particulars in the Directors Report) Rules 1998 is furnished below:

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period the company had:

1) Implemented the energy audit system as a part of waste and power control measures.

2) Introduced new material / processes to reduce power consumption.

3) Ensured proper and timely maintenance of plant & equipment.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency and ensured lower use of energy per insulator.

2. TECHNOLOGY ABSORPTION:

Research and Development:

a. Specific Areas in which R & D carried out by the company:

The Company has been continuing its Research and Development process to optimize the productivity and performance. The designs of Insulators have been

optimized for improvement in quality, standardization and value engineering. The continuous research has helped in introducing new material for higher performance and conservation of energy.

b. Benefits derived as results of the above R & D:

Successfully produced and supplied 765 KV insulators for transmission lines.

Optimized designs to be competitive in the market with world class quality products.

Reduction in wastages and power costs.

Dependency on imports reduced.

c. Future Plan of Action:

New products have been identified for export market after a thorough study of the market

The designs for manufacturing the related products would be developed in the In- house R & D centre.

Focus to improve the existing process technology and development of new base input material.

Particulars of Employees:

None of the Employees are drawing remuneration prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988. Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/-

L P Sashikumar B. Appa Rao

Managing Director Director

Place: Secunderabad Date : 04-08-2014

Mar 31, 2013

To The Members of Goldstone Infratech Limited

The Directors have pleasure in presenting the 13th Annual Report together with the Audited Statements of Accounts of the company for the financial year ended 31st March 2013.

Financial Results:

The summarized financial results (Standalone) of the Company for the year ended 31st March, 2013 as compared to the preceding year are as under:

Rs.in Lakhs Particulars 2012-13 2011-12

Gross Sales 7628.98 6405.22 Net Sales 7006.99 5978.48

Other Income 235.97 119.75

Total Income 7242.96 6098.23

Total Expenditure 6060.58 5085.44

Operating Profit (PBIDT) 1182.38 1012.79

Interest 638.10 490.34

Depreciation and Write Offs 239.67 289.36

Profit before Tax 304.61 233.08

Provision for taxation

Â Current 35.00 50.00

Â Deferred 66.87 (1.88)

Profit after Tax 202.74 184.96

Extra-Ordinary Items

- Prior period adjustments (2.14) 5.55

Net Profit 200.60 190.51

Surplus brought forward from previous year 117.60 2751.71

Balance available for appropriation Appropriations: 318.20 2942.22

Â· Proposed Dividend on Equity Shares 72.16

Â· Provision for Dividend Tax 11.71

Â· Transfer to General Reserves 19.05

Â· Others 108.47 2721.70

Surplus carried forward to Balance Sheet 209.72 117.60

Equity Share Capital (3,60,80,737 Shares of Rs 4/-each) 1443.23 1443.23

E.P.S (After Prior Period Items) (Rupees) 0.56 0.53

Net Worth 7404.41 7312.29

Book Value in rupees (face Value of Rs. 4/- each) 20.52 20.27

Review of Operations:

During the year under review, your Company achieved a gross turnover of Rs. 7628.98 lakhs as against Rs. 6405.22 Lakhs during the previous financial year. The Net Profit increased from Rs. 190.51 Lakhs during the year ended 31st March 2012 to Rs. 200.60 Lakhs for the Current Year. Though the turnover increased by 19% the increase in net profit was only by 5% and the main reasons for this were appreciation of US Dollar vis-Ã -vis Indian Rupee and increase in Manufacturing and Power costs.

During the year under review, the Company had successfully developed and type tested the Cross Arm Insulators for FSC platforms as Import Substitution for the first time in India and further the company had also developed Horizontal Line Post Insulators and became the first company in the country to develop this and got approval of power utilities. Further the Company had successfully produced 765KV Insulators for Transmission Lines.

Dividend:

In order to conserve resources for future requirements, the Board has decided to retain the profits generated and consequently, your Board did not recommend any dividend for the financial year 2012-13.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Company:

TF Solar Power Private Limited is the wholly owned subsidiary of the Company. In accordance with the general circular issued by the Ministry of Corporate

Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Fixed deposits:

The Company has not accepted any Fixed Deposits, falling within the purview of Section 58A of the Companies Act, 1956.

Insurance:

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis:

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Statutory Auditors:

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forth-coming Annual General Meeting and are eligible for re- appointment. They being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Cost Auditors:

The Board of Directors at their meeting held on 28th May, 2012 had appointed Sagar & Associates, Cost Accountants, as the Cost Auditor of the Company for the FY 2012-13. The Cost Auditors have submitted their Cost Audit Report and the Board has approved the said Report in the Board Meeting held on 12th August, 2013 and the due date for filing of this Cost Audit Report with the Central Government is 30th September 2013. For the financial year 2013-14, the Board at its meeting held on 27th May, 2013 had appointed Sagar & Associates, Cost Accountants, as the Cost Auditor of the Company.

Directors:

Mr. M.Gopalakrishna, Director, who retires by rotation at the 13th Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors in their Board Meeting held on 13th February 2013 have re-appointed subject to your approval, Mr.L.P.Sashikumar as Managing Director of the Company for three years with effect from 01st April 2013.

During the year under report, Mr. S.Murali Krishna has resigned from the Board on 01st April, 2013 and further he re- appointed as additional director with effect from 12th August 2013 and through the Notice of the 13th Annual General Meeting, the Management is seeking the approval of the Members for his appointment as Director of the Company liable to retire by rotation.

Stock Exchange Listing:

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE) and the Bombay Stock Exchange Limited (BSE). The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company''s securities are listed for the year 2013- 14.

Director''s Responsibility Statement:

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2013, confirm that:

(a) in preparation of the Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(c) They have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the Annual Accounts on a going concern basis.

Corporate Governance:

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Chief Financial Officer Certification:

As required under the SEBI Guidelines, the Managing Director and the Head of the Finance Function Certification is attached to this Report.

Particulars of Conservation of energy / technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per the Companies (Disclosure of particulars in the Directors Report) Rules 1998 is furnished below:

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period the company had:

1) Improved the production process to reduce the cycle time;

2) Re-designed the product mix to reduce load on machines;

3) Re-designed the existing Chiller water lines to save the power consumption;

4) Reconditioned the existing Moulding Machines to save power consumption;

5) Reorganized the loads to run the entire plant on any one of the DG sets as per its connected load to save the diesel and power costs;

6) Ensured proper and timely maintenance of plant & equipment.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency and ensured lower use of energy per insulator.

2. TECHNOLOGY ABSORPTION: Research and Development:

a. Specific Areas in which R & D carried out by the company:

The Company has been continuing its Research and Development process to optimize the productivity and performance. New simulation software has been procured to optimize and redesign the mechanical parts. The designs of Insulators have been optimized for improvement in quality, standardization and Value engineer. c

b. Benefits derived as results of the above R & D:

- Optimized designs to be competitive in the market with world class quality products

- Developed Cross arm insulators for FSC platforms for the first time in India as Import substitution and type testing also completed.

- Developed Horizontal Line insulators for the first time in India.

- Successfully produced 765 KV insulators for Transmission Lines.

- Reduction in wastages.

- Dependency on imports reduced.

- Achieved better quality control. c. Future Plan of Action:

- New products have been identified for export market after a thorough study of the market.

- The designs for manufacturing the related products would be developed in the In-house R & D centre.

- Focus to improve the existing process technology.

Goldstone Infratach Limited

Particulars of Employees:

None of the Employees are drawing remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988.

Personnel:

Personnel relations have remained very cordial during the period.

Acknowledgements:

Your Directors convey their sincere thanks to State Bank of Hyderabad, Syndicate Bank, and Technology Development Board for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/-

L P Sashikumar B. Appa Rao

Managing Director Director

Place: Secunderabad

Date: 12th August, 2013

Mar 31, 2011

The Members

Goldstone Infratech Limited

The Directors have pleasure in presenting the 11th Annual Report together with the Audited Statements of Accounts of the company for the financial year ended 31st March 2011.

Financial Results

The summarized financial results (Standalone) of the Company for the year ended 31st March, 2011 as compared to the preceding year are as under:

Rs. in Lakhs

Particulars 2010-11 2009-10

Gross Sales 7295.39 7035.09

Net Sales 6804.08 6560.70

Other Income 122.61 205.67

Total Income 6926.69 6766.37

Total Expenditure 5788.08 5304.03

Operating Profit (PBIDT) 1138.61 1462.35

Interest 372.26 263.82

Depreciation and Write Offs 289.82 288.99

Profit Before Tax 476.52 909.53

Provision for taxation -

- Current 100.00 200.00

- Deferred 51.94 40.68

Profit after Tax 324.58 668.85

Extra-Ordinary Items

- Taxes pertains to previous year (0.02) (2.15)

- Prior period adjustments (1.10) 6.53

Net Profit 323.47 673.23

Surplus brought forward from previous year 2544.46 2022.69

Balance available for appropriation 2867.92 2695.93

Appropriations:

- Proposed Dividend on Equity Shares 72.16 72.16

- Provision for Dividend Tax 11.71 11.99

- Transfer to General Reserves 32.35 67.32

Surplus carried forward to Balance Sheet 2751.71 2544.46

Equity Share Capital (3,60,80,737 Shares of Rs. 4/- each) 1443.23 1443.23

E.P.S (After Prior Period Items) (Rupees) 0.90 1.87

Net Worth 9914.40 9667.83

Book Value in rupees (face Value of Rs. 4/- each) 27.48 26.79

Review of Operations

During the year under review, your Company has achieved a gross turnover of Rs. 7295.39 Lakhs as compared to Rs. 7035.09 Lakhs during the previous financial year. Inspite of slight increase in the turnover, the Net Profit has come down to Rs. 323.47 lakhs from Rs. 673.23 lakhs. This was mainly due to the reduction in selling prices of the products, increased competition and higher interest costs.

To achieve forward integration and to reduce the dependency on outside suppliers for End Fittings, which is crucial for manufacture of Insulators, the Company has set up a foundry in its manufacturing unit no. 2 at Plot No. 8, IDA, Gaddapotharam Village, Jinnaram Mandal, Medak District. The Management is working to bring this foundry into operation by April, 2012. When the foundry becomes fully operational, the company would be having all the facilities (end to end) under one roof and any excess production from this foundry could also be sold, which will give a contribution to the bottom line.

Surge Arrestors

As informed to the Members in the previous annual report, the Company sold a small quantity of this product during the year under review. The Company is expecting to increase the volume of this product during the years to come.

Solid Core Insulators

Substation Equipments like Solid Core and Hollow Core insulators are presently being manufactured by the other players in the market with Porcelain material which has certain disadvantages like causing heavy losses to the transmission sector, low level of resistance to bad weather conditions, frequent maintenance, etc.

With a view to expand the operations in this area and to offer high quality product, the Management is proposing to manufacture Solid Core Insulators. The company has already completed feasibility study and the in-house R&D is working on this Project with an aim to commence the commercial production of Solid core Insulators during the current financial year. Keeping in view the existing market for this product and the advantages that the product is having, the Management is confident that once the commercial production commences, it will further improve the financial performance of the Company in the years to come. After successful commencement of commercial production of this product, the Company is planning to go for the production of hollow core insulators, which may take one more year.

High Voltage Insulators

Your Management is happy to inform that with the objective to manufacture high voltage insulators (which are more profitable), the Company had entered into a Technical Collaboration Agreement with a reputed foreign company (Technology Provider). This collaboration consists of transfer of technological details for the manufacture of Silicon Rubber Polymer Insulators from and above 400KV to 1100 KV of AC and DC of all combinations of mechanical-strengths as may be required by your Company. The Technology Provider will offer activation or installation support, including assisting with the implementation of any Licensor software, diagrams or technological upgradation, wherever applicable. Once the remaining formalities are over, your Management is of the opinion that the Company would be in a position to commence commercial production of high voltage insulators and thereby increase the profitability of the company.

Dividend

Keeping in view the funds requirement for reduction of interest costs, expansion and diversifications plans of the Company, your Directors have recommended a dividend of Rs. 0.20 (i.e. 5%) per equity share of Rs. 4/- each for the year ended 31st March 2011. The payment of dividend, if approved by the Shareholders at the ensuing Annual General Meeting, will entail an outflow of Rs. 83,86,786 inclusive of Corporate Dividend Tax.

Transfer to Reserves

The Board has transferred a sum of Rs. 32,34,675/- lacs to the General Reserve from the undistributed profits.

Consolidated Financial Statements:

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiary Company:

TF SolarPower Private Limited is the wholly owned subsidiary of the Company. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling within the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Auditors

M/s. P. Murali & Company (FRN: 007257S), Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of this Annual General Meeting and are eligible for reappointment. They being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their reappointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Directors

Mr. S Murali Krishna and Mr. M Gopalakrishna retire by rotation and being eligible offer themselves for re-appointment.

The Board of Directors in their Meeting held on 13th May 2011 has appointed Mr. S.D. Rama Krishna as Additional Director w.e.f 13.05.2011

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE), Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange (MSE). As informed to the members in the previous Annual Report, the de-listing approval from Madras Stock Exchange is still awaited. The Company confirms that it has paid Annual Listing Fees due to all the Stock Exchanges where the Company's securities are listed for the year 2011-12, except to the Madras Stock Exchange.

Director's Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Directors of the Company, in respect of the financial year ended 31st March, 2011, confirm that:

(a) in preparation of the Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that year;

(c) They have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) They have prepared the Annual Accounts on a going concern basis.

Corporate Governance

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Chief Financial Officer Certification

As required under the SEBI Guidelines, the Managing Director and the Head of the Finance Function Certification is attached to this Report.

Balance Sheet Abstract and Company's General Business Profile

Information pursuant to notification issued by the Ministry of Corporate Affairs relating to the Balance Sheet Abstract and Company's General Business Profile is given in the Annual Report for information of the Shareholders.

Particulars of Conservation of energy/ technology absorption, foreign exchange earnings and outgoings:

Information required to be furnished as per the Companies (Disclosure of particulars in the Directors Report) Rules 1998 is furnished below:

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period the company had 1) Installed Energy Meters to each and every machine to analyze power consumption on daily basis; 2) Installed new software in Desma 400 ton machines to save power consumption at the time of mould curing period. Arranged Hydraulic Motor OFF option at the time of curing time; 3) Installed star Delta starters in the place of normal D.O.L starters to reduce power consumption on water pumps which are using at water chillers; 4) Installed Variable frequency drive for Air Compressor Motor and saved energy at loading and unloading time; 5) Reconditioned the Moulding m/c - 1 screw and increased its efficiency. Now its production has been increased by utilizing the same energy; 6) Arranged additional chilled water line from 30 TR chiller to injection moulding machines so that the 85

TR chiller can be stopped while running less no of machines and 7) Increased FRP rods production from 2 rods to 4 rods(M/c-2) and increased FRP machine efficiency by using same power.

b. Additional investment and proposals if any, being implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

c. Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased efficiency.

2. TECHNOLOGY ABSORPTION : Research and Development

a. Specific Areas in which R&D carried out by the company

The Company has taken up Research and Development in Solid Core Insulators and High Voltage insulators with a view to offer most viable and efficient product to the market. Research activity has been focused on backward integration to reduce dependence on outside suppliers, to reduce the process loss so as to be more competitive in the market.

b. Benefits derived as results of the above R & D:

- Achieved higher productivity in distribution class insulators

- Able to reduce wastages

- Able to increase efficiency

- Dependency on imports reduced

- Achieved better quality control

c. Future Plan of Action

- Manufacture of Silicon Rubber Polymer Insulators of 400 KV and above up to 1100 KV and manufacture of Solid Core Insulators.

- A few new products have been identified after a thorough study of the market; and the technology for manufacturing the related products would be developed in the In house R & D Lab

- Focus to improve the existing process technology

Particulars of Employees

None of the Employees are drawing remuneration prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

Personnel

Personnel relations have remained very cordial during the period.

Acknowledgements

Your Directors convey their sincere thanks to State Bank of Hyderabad, Syndicate Bank, Allahabad Bank and Technology Development Board for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/-

L P Sashikumar B Appa Rao

Managing Director Director

Place: Secunderabad

Date: 30th August, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Tenth Annual Report of your company and the Audited Financial Accounts for the year ended on 31st March 2010.

Financial Results Rs in Lakhs

Particulars 2009-10 2008-09

Gross Sales 7035.09 5117.43

Net Sales/Income from 6560.70 4560.62 Operations

Other Income 205.67 88.78

Total Income 6766.37 4649.40

Total Expenditure 5304.44 3319.26

Operating Profit (PBIDT) 1462.34 1330.14

Interest 263.82 155.48

Depreciation and 288.99 299.42 Write Offs Profit Before Tax 909.53 875.24

Provision for taxation - Current 200.00 200.00

- Deferred 40.68 2.77

- Fringe Benefit - 12.17

Profit after Tax 668.85 660.30 Extra-Ordinary Items

- Taxes pertains to 2.15 (29.33) previous year

- Prior period adjustments 6.53 (3.79)

Net Profit 673.23 627.18 Equity Share Capital (3,60,80,737 Shares of 1443.23 1440.93

Rs 4/- each; Current year, Previous year 3,60,23,305 of Rs. 4/- each)

E.P.S. (After Prior Period 1.87 1.74 Items) (Rupees)

Net Worth 9667.83 9071.60

Book Value in rupees (face 26.79 25.18 Value of Rs. 4/- each)

Review of Operations

During the year under review, your Company has achieved a gross turnover of Rs. 7035.09 Lakhs as compared to Rs. 5117.43 Lakhs during the previous financial year. The Net Profit Increased from Rs. 627.81 Lakhs during the year ended 31st March 2009 to Rs. 673.23 Lakhs for the Current year. Though the turnover increased by 37%, the increase in net profit was only by 7% and the main reasons for this were decrease in sales price and increase in competition.

Dividend

Keeping in view the funds requirement for expansion and diversifications plans of the Company, your Directors have recommended a dividend of Re. 20 paisa (i.e. 5 %) per equity share of Rs. 4/- each for the year ended 31st March 2010. The payment of dividend, if approved by the Shareholders at the ensuing Annual General Meeting, will entail an outflow of Rs. 84,14,749, inclusive of Corporate Dividend Tax.

Transfer to Reserves

The Board has transferred a sum of Rs.67,32,346 to the General Reserve from the undistributed profits.

Fixed deposits

The Company has not accepted any Fixed Deposits, falling with in the purview of Section 58A of the Companies Act, 1956.

Insurance

All the properties of your Company including its building, plant & machinery and stocks have been adequately insured.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review as required under Clause 49 of the Listing Agreement entered with Stock Exchanges is given as a separate statement in the Annual Report.

Auditors

M/s. P. Murali & Co., Chartered Accountants, Hyderabad, Statutory Auditors of the Company holds office in accordance with the provisions of the Companies Act, 1956 upto the conclusion of forth coming Annual General Meeting and are eligible for re-appointment. They being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re- appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956.

Directors

Mr. B Appa Rao and Mrs. Mahita Caddell retire by rotation and being eligible offer themselves for re-appointment.

The Board of Directors in their Board Meeting held on 31st March 2010 have re-appointed, subject to your approval, Mr. L P Sashikumar as Managing Director of the Company for Three years with effect from 1st April 2010

Stock Exchange Listing

Presently, the Equity Shares of the Company are listed on National Stock Exchange of India (NSE), Bombay Stock Exchange Limited (BSE) and Madras Stock Exchange (MSE). As informed to the members in the previous Annual Report, the Company had received de-listing approvals from Ahmedabad Stock Exchange and Delhi Stock Exchange and the de-listing approval from Madras Stock Exchange is awaited. The Company confirms that it has paid Annual Listing Fees to NSE & BSE for the year 2010-11.

DirectorÃs Responsibility Statement

In accordance with the Section 217(2AA) of the Companies Act, 1956, the Board of Directors affirms:

(a) That in the preparation of the Accounts for the twelve months period ending 31st March 2010, the applicable accounting standards have been followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit or loss of the Company for the period ended on that date.

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended 31st March 2010 have been prepared on a going concern basis.

Corporate Governance

A report on Corporate Governance including Auditor Certificate thereon as per Clause 49 of the Listing Agreement is attached to this Report.

Managing Director and Chief Financial Officer Certification

As required under the Listing Agreement, the Managing Director and the Head of the Finance Function Certification on audited financial statement was placed before the Board, a copy of which is also attached to this report.

Goldstone Infratech Limited

Balance Sheet Abstract and CompanyÃs General Business Profile

Information pursuant to notification issued by the Ministry of Corporate affairs relating to the Balance Sheet Abstract and CompanyÃs General Business Profile is given in the Annual Report for information of the Shareholders.

Particulars of Conservation of energy/ technology absorption, foreign exchange earnings and outgo

1. CONSERVATION OF ENERGY

a. Energy Conservation Measures taken or under implementation

During the period, the Company had (1) installed energy effiecient drives; (2) replaced motors with high effieciency; (3) retrofit chiller was provided for lower loads; (4) c installed 2-way valves on chilled water coils; (5) installed variable speed drives in cooling tower fan; and (6) replaced existing lighting system with energy saving lighing system.

b. Additional investment and proposals if any, being

implemented for reduction of consumption of energy

Additional/new measures will be initiated for further reduction in energy consumption based on technical evaluation and study of the measures already implemented.

Impact of measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods

The measures taken during the year has ensured optimum use of energy and increased effieciency.

d. Consumption of Energy Particulars.

Electricity 2009-2010 2008-2009

A. Purchased Units - KWH 17,58,672 10,22,669

Total Amount - In Rupees 76,31,504 41,41,722

Rate/Unit - In Rupees 4.34 4.05

B. Own Generation through Diesel Generator Units - KWH 2,33,583 54,398

Total Amount - In Rupees 27,87,444 6,59,920 Rate/Unit - In Rupees 11.93 12.13

2. TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT

a. Specific Areas in which R&D carried out by the company

The Company has taken up Research and Development in Polymer Insulator Division

and CPS Division (Oil & Gas pipeline sleeve division). Research activity has been focused on backward integration to reduce dependence on imports, to reduce the process and material costs so as to be more competitive in the market.

b. Benefits derived as results of the above R & D:

- Achieved higher productivity in distribution class insulators

- Able to reduce wastages

- Able to increase efficiency

- Dependency on imports reduced

- Achieved better quality control

c. Future Plan of Action

- A few new products have been identified after a thorough study of the market; and the technology for manufacturing the related products would be developed in the In house R & D Lab.

- Focus to improve the existing process technology.

3. FOREIGN EXCHANGE EARNINGS AND OUT GO (Rs. In lakhs)

Particulars 2009-10 2008-09

a) Value of Imports on CIF Basis

- Raw Materials 1876.18 316.85

- Capital Goods 136.19 125.85

b) Expenditure in Foreign Currency

- Traveling Expenses 9.88 9.74

- Others 5.61 18.65

c) Earnings in Foreign Currency (on receipt basis)

- Export of Goods (FOB Basis) Nil 35.37

Particulars of Employees

None of the Employees are drawing remuneration prescribed in Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988.

Personnel

Personnel relations have remained very cordial during the period. The Directors place on record their appreciation for the dedicated work put in by the employees at various levels.

Acknowledgements

Your Directors convey their sincere thanks to Syndicate Bank, Allahabad Bank and State Bank of Hyderabad, Technology Development Board and Oil and Gas Corporation (ONGC) for their support, guidance and assistance.

Your Directors thank all the Employees of your company for their dedicated service, which enabled your company to achieve good results and performance during the year. Your Directors thank the shareholders for their support and confidence reposed in the company and the management and look forward to their continued co-operation and support.

For and on behalf of the Board

Sd/- Sd/- L P Sashikumar B Appa Rao Managing Director Director

Place: Secunderabad Date: 11th August, 2010

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