It gives me immense pleasure to present the 43^rd Board's Report, on behalf of the Board of Directors (the "Board") of the
Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended
31^st March, 2025.

1. Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

• Figures are rounded off to the nearest decimal

2. COMPANY'S AFFAIRS:

During the current financial year ended 31^st March, 2025, the Company recorded Standalone and Consolidated Profit
before Depreciation & Tax of Rs. 532.36 Lakhs & Rs. 555.83 Lakhs respectively.

FINANCIAL STATEMENTS:

The Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2025 has
been prepared in accordance with provisions of the Companies Act, 2013 Regulation 33 of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Indian Accounting Standards
(Ind AS).

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

3. DIVIDEND:

Considering the need to conserve cash and to deploy it in future projects your Board of Directors has not recommended
any dividend on the equity shares of the Company for the financial year 2024-25.

4. RESERVES:

Your Company's Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the
statement of profit and loss. Therefore, the Company does not propose to transfer any amount to the General Reserve
out of the amount available for appropriations.

5. SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31^st March, 2025 is Rs. 1,75,00,00,000/- (Rupees One Hundred and
Seventy-Five Crores only) consisting of 1,75,00,00,000 (Rupees One Hundred and Seventy-Five Crores) Equity Shares of
Re. 1/- (Rupee One only).

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as on 31^st March, 2025 is Rs. 1,16,37,98,560/- (Rupees One hundred and
Sixteen Crore Thirty-Seven Lakhs Ninety-Eight Thousand Five Hundred Sixty Only) divided into 1,16,37,98,560 Equity
Shares of Re. 1/- each.

6. AUDITORS AND THEIR REPORTS:

Statutory Auditor:

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

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, and the rules made thereunder, the Company has appointed M/s.
Hemang Satra & Associates, Practicing Company Secretaries, COP No. 24235 & PR No: 5684/2024 to undertake the
Secretarial Audit of the Company. Secretarial Audit Reports for FY 2024-25 of the Company is annexed, which forms part
of this report as Annexure-I.

Internal Auditor:

M/S. Poonam Patni & Co. were appointed as an Internal Auditor of the Company for FY 2024-25.

Cost Records and Cost Auditors:

As the Company does not fall under the criteria as specified under section 148(1) of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, appointment of Cost Auditor or maintenance of Cost Records are not applicable to
the Company.

7. DEPOSITS:

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014; hence there is no default of re-payment, and any unpaid/
unclaimed deposits, as on 31^st March, 2025.

8. CHANGE IN NATURE OF BUSINESS:

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

9. MATERIAL CHANGES AND COMMITMENTS

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

10. MANAGEMENT DISCUSSION & ANALYSIS

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

11. CORPORATE GOVERNANCE

A report on Corporate Governance is attached as Annexure-III and forms part of this report. The Company has complied

_with the conditions relating to Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligation &

Disclosure Requirements) Regulations, 2015.

12. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has 06 (Six) subsidiary companies viz. Empower Housing Private Limited, Empower Tradex Private Limited,
Empower E-Ventures LLP, Empower Retail Private Limited and Empower Energy Private Limited*.

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

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

The Company does not have Joint Venture or Associate Company.

13. DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP):

The Board of the Company is optimum combination of Directors to meet the criteria as specified Regulation 17 of the
SEBI LODR. The Company also have KMPs as specified under Section 203 of the Act and relevant regulations of SEBI LODR.
Details of Directors and KMPs during the FY 2024 - 25 are as follows:

Notes:

Changes during the review period FY 2024-25:

* Sumit Subhash Pawar resigned from the post of Non-Executive Director / Chairman w. e. f. May 15, 2024.

= Rajaram Ashok Gawde retired from the post of Non-Executive Director w.e.f September 30, 2024.

& Jyoti Chandrajeet Jaiswar resigned from the post of Independent Director w. e. f. July 04, 2024.

^A Snigdha Khandelwal resigned from the post of Company Secretary w. e. f. July 22, 2024.

Changes post review period FY 2024-25:

@ Koman Soni ceased to be the Company Secretary of the Company due to her Demise w. e. f. July 30, 2025
Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh
Chavan (DIN: 07011994), Director of the Company is liable to retire by rotation and being eligible, offers himself for re¬
appointment. The Board recommends the re-appointment of Mr. Rajesh Chavan as Director in the ensuing AGM of the
Company. Your Board has recommended his re-election.

Changes in Directorship during the financial year 2024-25

? Mr. Sumit Subhash Pawar (DIN: 09779498) tendered his resignation from the post of Non-Executive Director
and Chairperson of the Company w. e. f. May 15, 2024.

? Mr. Rajesh Chavan (DIN: 07011994) appointed as an Additional Non-Executive Director and Chairperson of the
Company w. e. f. May 15, 2024. He has been regularized as Non-Executive Director on August 09, 2024 via Postal
Ballot Notice dated July 04, 2024.

? Mrs. Jyoti Chandrajeet Jaiswar (DIN: 08103990) tendered her resignation from the post of Independent Director
of the Company w. e. f. July 04, 2024.

? Ms. Fatima Razvi (DIN: 10665340) appointed as Additional Independent Director of the Company w. e. f. July 04,
2024. She has been regularized as Independent Director on August 09, 2024 via Postal Ballot Notice dated July
04, 2024.

? Mr. Satyawan Jayram Jankar (DIN: 10711274) appointed as Additional Non-Executive Director of the Company
w. e. f. July 22, 2024.

? Mr. Dilip Kumar (DIN: 10139381) appointed as an Additional Non-Executive Director of the Company w. e. f.
October 18, 2024. He has been regularized as Non-Executive Director on January 17, 2025 via Postal Ballot Notice
dated December 13, 2024.

The composition of Board of Directors as on 31st March, 2025 specifically stated in Corporate Governance Report as

Annexure-III.

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

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

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

Brief profile of Mr. Rajesh Chavan (DIN: 07011994), proposed to be re-appointed and his Qualification, Experience along
with the name of Companies in which he hold the Directorship and Listed Companies in which he hold
Chairmanship/membership of the Committees of the Board, as stipulated under Regulations 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is given as
Annexure to the Notice convening the 43^rd Annual General Meeting.

15. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition
and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ('PoSH Act') and Rules framed thereunder. All employees
(including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The policy is gender neutral.

During the year under the review no complaints with allegations of sexual harassment was received by the Company.

16. MATERNITY BENEFIT

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company during the period under review.

17. Directors Responsibility Statements:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of the company for that period.

• 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.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down proper Internal Financial Controls ("IFC") and such IFC are adequate and were
operating effectively.

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

18. MEETINGS OF BOARD OF DIRECTORS & COMPOSITION OF COMMITTEES:

During the Financial Year 2024-25, 11 (Eleven) Board Meetings were held on May 15, 2024, May 29, 2024, July 04, 2024,
July 22, 2024, August 13, 2024, September 03, 2024, October 18, 2024, November 14, 2024, December 13, 2024,
February 14, 2025 and March 11, 2025.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the rules framed thereunder
the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and
the Listing Regulations.

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

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7)
of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of
independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the
Independent Director(s) is/are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties. In the opinion of the Board, there has been no change
in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act, and applicable rules
thereunder) of all Independent Directors on the Board.

20. BOARD EVALUATION:

Performance of all the directors is evaluated on an annual basis. The performance evaluation of entire board and that of
its committees and individual Directors for the year has been carried out pursuant to the provisions of the Act and SEBI
LODR. The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all
the Directors. The criteria to evaluate the performance of the Board, committees, independent directors and non¬
independent directors were;

• Board Composition, size, mix of skill, experience and role;

• attendance and deliberation in the meetings;

• contribution or suggestions for effective functioning, development of strategy, board process, policies and others.

The Board discussed the feedback and expressed its satisfaction with the evaluation process.

21. SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards 01 and 02 issued by the Institute of
Company Secretaries of India ("ICSI") and notified by Ministry of Corporate Affairs ("MCA").

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

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

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

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

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

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

24. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as on 31st March 2025
will be available on the Company's website with in stipulated period of time.

25. SAFETY, HEALTH, ENVIRONMENT AND SUSTAINABILITY:

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

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

The particulars of loans, guarantees and investments have been disclosed in the financial statements for the financial
year 2024-25 which forms an integral Part of this annual report.

27. INTERNAL CONTROL SYSTEMS AND ADEQUACY:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its
operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business,
the safeguarding of its assets, the 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 adopted accounting
policies, which are in line with the Accounting Standards and the Act.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company are given in Annexure - VII, which is attached hereto and forms a part of the Directors' Report.

29. DISCLOSURE OF PENDING CASES:

There were no non-compliances by the Company and no instances of penalties and structures imposed on the Company
by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market during the
last three years.

30. CERTIFICATE FROM THE AUDITOR FOR COMPLIANCE OF CORPORATE GOVERNANCE

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

31. CERTIFICATE OF THE MANAGING DIRECTOR AND CFO

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

32. CERTIFICATE FROM THE AUDITOR ON DIRECTOR DEBARMENT OR DISQUALIFICATION

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

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

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

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

For the financial year 2024-25, the provision of Section 135 of the Companies Act, 2013 was not applicable on the
Company. Therefore, the Company has not made any contribution towards CSR expenditure.

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

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

36. PREVENTION ON INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.

37. DISCLOSURES RELATED TO POLICIES:

• Policy on Nomination and Remuneration:

Policy on Directors' appointment and remuneration is to follow the criteria as laid down under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse

fields or professions. *The Remuneration Policy is uploaded on the Company website with the link as
https://empowerindia.in/en-in/wp-content/uploads/files/Policies/Nomination-Remuneration-Policy.pdf

• Risk Management Policy

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

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

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

There are no risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may
pose a concern are set out in the Management Discussion and Analysis which forms a part of this Annual Report. The Risk
Management Policy is uploaded on the Company website with the link as www.empowerindia.in

• Material Subsidiary Policy

Pursuant to the provisions of the Listing Regulations, the Company has adopted a Policy for determining Material
Subsidiaries which lays down the criteria for identifying material subsidiaries of the Company. The Policy for determining
Material Subsidiaries was reviewed and revised to align it with the changes in applicable law. The same may be accessed
on the website of the Company at www.empowerindia.in.

• Vigil mechanism/ Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to
report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides
for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied
access to the Audit Committee. Whistle Blower Policy has been posted on the website of the Company at
www.empowerindia.in.

• Related Party Transaction Policy

Your Company recognizes that Related Party Transactions (as defined below) can present potential or actual conflicts of
interest and may raise questions whether such transactions are in the best interest of the Company and its stakeholders.
Therefore, this policy regarding the review and approval of Related Party Transactions and the guidelines on materiality
of such Related Party Transactions has been adopted by the Company in order to transparently set forth the procedures
under which certain transactions with Related Parties (as defined below) must be approved.

• Policy against Sexual Harassment

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

38. HUMAN RESOURCE:

Your Company has cordial relations with its employees. The Company commends the commitment, dedication and
competence shown by its employees in all aspects of business. With the growing requirements of the Company, Company
has taken necessary initiatives to ensure not only the retention of the employees but also their growth and development.

39. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is no proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which
does any materially impact the business of the Company.

40. ACKNOWLEDGEMENTS:

We record our gratitude to all Employees, Stakeholders, our Bankers and other Authorities for their assistance and co¬
operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees
of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence
reposed in the management.

By Order of the Board
For Empower India Limited

Sd/- Sd/-

Rajgopalan Srinivasa Iyengar Rajesh Chavan

Managing Director & CFO Non-Executive Director & Chairman

DIN: 00016496 DIN: 07011994

Date: 05^th September, 2025
Place: Mumbai