Director's Report
Brief Profile of Directors of our Company:
Sanjeev Mehta, aged 62 years holds Post Graduate certificate in Business Management
from XLRI, Jamshedpur, Diploma in Management from All India Management Association and B.
Tech (Chemical Engineering) from National Institute of Technology (formerly Regional
Engineering College), Warangal. He has an experience of over 37 years in marketing and
technical services. Previously he had worked with Sud Chemie India, India Glycols Limited,
Indofil Chemicals Company and United Catalysts India Limited. He has been working as
independent consultant since April 2024. He was appointed as Independent Director w.e.f.
September 27, 2025 and was elected as Chairman of the Board of our Company.
Pankaj Rastogi, aged 54 years is B. Tech Electronics with Honors from Malviyan
Institute of Technology, Gorakhpur, MBA from Punjab Technical University and also holds a
a Ph.D in the specialized area of product design and development from Commonwealth
Vocational University, Makaunga, Hahake, Tongatapu, Kingdom of Tonga. He has an experience
of over 32 years in the field of power electronics, product design, development, design
engineering, project co-ordination and commercialisation of such equipment in railway
rolling stock domain. He has previously worked with companies namely, Industrial
Automation Private Limited, Modipon Limited and Autometers Alliance Limited. He joined our
Company on May 01, 2021 as Director-Research and Product Development in our Research,
Design and Development Centre and since then has been instrumental in design and
development of 3 -Phase Propulsion Equipment for which approval has been received by our
Company on September 15, 2025. He was subsequently appointed as Managing Director of our
Company w.e.f. October 01, 2025 for a period of three years. In addition to the
responsibility of being a Managing Director, he is spearheading the Research, Design and
Development activities of our Company for development of power electronic equipment,
including propulsion equipment.
Vipin Sharma, aged 42 years is a Chartered Accountant from ICAI and Bachelor of
Commerce - Vocational (Computer Application) from Maharishi Dayanand University, Rohtak.
He has also completed post qualification course in Information Systems Audit from ICAI. He
has an experience of over 16 years as Chartered Accountant in practice in the field of
field of taxation, audit, and management. His experience is in risk-based internal audits,
statutory audits, revenue audits, consultancy, management accounting, bank audits, special
assignments, system reviews and investigations etc. and his expertise includes carrying
out risk assessments of business operations like assessing design gaps, control gaps, and
efficiency opportunities, identifying gaps and analysing root causes, suggesting the
measures mitigate the inherent/process risk. He was a member of the Counsil of NIRC of
ICAI during the period from 2022-23 to 2024-25 and has also served as chairman/member of
certain committees of NIRC of ICAI. He was appointed as Independent Director of our
Company w.e.f. September 27, 2025.
Kanika Bhutani, aged 40 years is Masters in Commerce from Himachal Pradesh
University, Shimla and a Fellow member of the Institute of Company Secretaries of India.
She has an experience of about 13 years in corporate law, compliances and secretarial
department in various industries and had previously worked with Studds Accessories
Limited, Asian Energy Services Limited, Raghbeer Machinery Private Limited and Integrated
Industries Limited as Company Secretary and/or Compliance Officer managing compliances of
the said corporates including post listing compliances by a listed company. She is working
as independent consultant since year 2021. She is also an Independent Director on the
Board of Quadrant Future Tek Limited, Indian Designs Exports Private Limited, Candor Dates
Private Limited, Candor Foods Private Limited, Dhara Foods Private Limited, and was
appointed as Independent Director on the Board of our Company w.e.f. September 27, 2025.
Mohit Vohra aged 50 years is a Mechanical Engineer from YMCA Institute of
Engineering, Faridabad. He has an experience of over 27 years and has previously worked
with multinational corporations namely, Thermax Limited, Pouyet Communication India
Private Limited (then subsidiary of 3M India Limited) and Tyco Electronics Corporation
India Private Limited before venturing with his own venture under MV Electrosystems
Limited in the year 2009. In his entrepreneurship journey, he has expanded his business
into ventures namely, Quadrant Future Tek Limited, MV Mobility Limited, MV Greentech
Private Limited, Iboard India Limited and is also a director in these companies and
partner in Prime Electronics. He is presently also serving as Managing Director of
Quadrant Future Tek Limited. He was appointed as Director in our Company w.e.f. July 03,
2009. At MV Electrosystems, Beyond his duties as a Director, he oversees the Company's
overall strategic direction and vision and provides guidance and mentorship to the
management team, particularly with respect to capability building, team strengthening and
the development of future projects.
Amit Dhawan, aged 48 years and is Bachelor in Laws (Professional) from Seth
Girdhari Lal Behani S.D. College, Sriganganagar. He has an experience of 23 years in
customer relationship management and service delivery within the railway domain business.
He is a director in Quadrant Future Tek Limited, MV Mobility Limited and Iboard India
Limited as well. He served as Director on the Board of our Company during the period from
July 25, 2010 to March 27, 2013 designated as Executive Director. Subsequently, he was
again appointed as Additional Director on June 10, 2020 and designated as Executive
Director from December 31, 2020 to January 01, 2022. He was again appointed as Additional
Director in our Company on July 10, 2023 and designated as Non Executive Director w.e.f.
September 28, 2023. He oversees the sales and marketing functions of the Company
Sumit Dhawan, aged 37 years holds the degree in Bachelor of Computer Applications
from Lovely Professional university. Previously he has worked with AM Speciality Materials
Private Limited as Purchase Manager from April 2010 to March 2015. He has been with our
Company as Purchase Manager for the period from April 2015 to October 2018. Subsequently,
he was appointed as Director on the Board of our Company on October 22, 2018. He has a
total experience of over 15 years and is presently handling strategic, sourcing and
supplier management operations of our Company.
Rahul Dhawan, aged 41 years is Bachelor of Ayurvedic Medicine and Surgery from Baba
Farid University of Health Sciences, Faridkot, Punjab. He was appointed as Manager -
Manufacturing Operations in our Company in April 2010 and was engaged in process
improvement, implementation of technical solutions and strengthening of overall efficiency
of the business. Later, he was appointed as Director on the Board of our Company w.e.f.
September 30, 2019 and presently functioning as Whole Time Director. He plays an active
role in guiding the Company's team with his technical experience and managerial insight
and is responsible for plant infrastructure development and overseeing plant operations.
Sanjay Kumar Singh, aged 55 years has completed his MA in Social Work from Kashi
Vidyapith, Varanasi. He has an experience of over 21 years in human resource and office
administration, including seven years of experience in Bhartiya Association for Rural
Development, a Non Government Organisation involved for social cause. He has also worked
with GFB Great Foods Private Limited. Pursuant to the Shareholders' Agreement dated August
09, 2023 entered into by our Company with Ramendra Pratap Singh and Sangeeta Singh, he was
appointed as Nominee Director on the Board of our Company on August 14, 2023 and later
re-designated as Non-Executive Director w.e.f. September 28, 2023 and continues to hold
the directorship of our Company thereafter.
Relationship between our Directors
Except as mentioned below, none of the Directors are related:
Name of Director |
Relation with |
Relationship |
Mohit Vohra |
Amit Dhawan |
Brother (Cousin) * |
|
Sumit Dhawan |
Brother (Cousin) * |
|
Rahul Dhawan |
Brother in law (Cousin) * |
Amit Dhawan |
Sumit Dhawan |
Brother |
|
Mohit Vohra |
Brother (Cousin) * |
|
Rahul Dhawan |
Brother in law (Cousin) * |
Sumit Dhawan |
Amit Dhawan |
Brother |
|
Mohit Vohra |
Brother (Cousin) |
|
Rahul Dhawan |
Brother in law (Cousin) * |
Rahul Dhawan |
Mohit Vohra |
Brother in law (Cousin) * |
|
Amit Dhawan |
Brother in law (Cousin) * |
|
Sumit Dhawan |
Brother in law (Cousin) * |
* Not a relative in terms of the definition of "Relative " under Regulation
2(1)(uu) of the SEBIICDR Regulations.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company during the five years
immediately preceding the date of Draft Red Herring Prospectus, whose shares have been or
were suspended from being traded on any of the stock exchange during their directorship in
the company.
None of our Directors is, or was a director of any listed company, which has been or
was delisted from any stock exchange, during the term of his/her directorship in such
company.
Companies struck off in the past with which our Directors had been associated:
Except as disclosed below, none of the Company with which our directors, promoters and
promoter group persons were associated as a director in the past has been struck-off from
the records of MCA:
Name of the Director |
Designation of the Director |
Name of the Company |
CINof the Company |
Reason for Strike-off |
Amit Dhawan |
Non Executive Director |
A.M. Speciality Materials Private Limited |
U31100PB201 1PTC034758 |
The Company suo moto applied for striking off under Section 248(2) of
the Companies Act and was struck off w.e.f. June 26, 2024 |
Confirmations
No consideration in cash or shares or otherwise has been paid or agreed to be paid to
any of our Directors or to the firms or companies in which they are interested by any
person either to induce them to become or to help them qualify as a Director, or otherwise
for services rendered by them or by the firm or company in which they are interested, in
connection with the promotion or formation of our Company.
None of our Director have been declared as wilful defaulters or fraudulent borrower (by
the lending banks or financial institution or consortium, in terms of RBI master circular
dated July 01, 2016) by the RBI or any other governmental authority and there are no
violations of securities laws committed by them in the past or are currently pending
against them.
As on date, none of our Director is of the age of seventy-five years and hence we are
in compliance with the requirement under Regulation 17(1A) of the SEBI LODR Regulations.
Arrangement or understanding with major shareholders, customers, suppliers or others
pursuant to which our Directors were selected as a Director
Apart from Sanjay Kumar Singh, nominated to our Board by Ramendra Pratap Singh and
Sangeeta Singh pursuant to the Shareholders' Agreement dated August 09, 2023, none of our
Directors have been appointed pursuant to any arrangement or understanding with our major
shareholders, customers, suppliers or others. Post reclassification of Ramendra Pratap
Singh as one of the Promoter of the Company and Sangeeta Singh as Promoter Group
shareholder, and termination of the aforesaid Shareholders Agreement, Sanjay Kumar Singh
still continues as Non Executive Non Independent Director on the Board of our Company.
Service contract with Directors
Our Company has not entered into any service contracts with our Directors which provide
for benefits upon the termination of their employment.
Terms of appointment of Executive Directors
(a) Pankaj Rastogi
Date of original appointment on the Board of the Company |
: October 01, 2025 |
Date of last revision of terms of appointment |
: October 01, 2025 |
Tenure of appointment |
: Three years (from October 01, 2025 to September 30, 2028) |
Salary |
: Gross remuneration of Rs. 12.60 million per annum during his tenure,
unless revised, details of which is as under: |
|
(a) Salary: upto Rs. 0.95 million (Rupees Nine Lakhs Fifty Thousand
only) per month, including house rent allowance/rent free accommodation and other special
allowances. |
|
(b) Perquisite & Allowances: Pankaj Rastogi will be entitled to a
leave travel concession, personal accident insurance, Mediclaim insurance, telephone and
such other perquisites in accordance with the Company's policies and rules, the monetary
value of such perquisites to be determined in accordance with the Income-Tax Rules, 1962
being restricted to a maximum of Rs. 0.10 (Rupees One Lakhs only) per month. |
|
One time incentive: In terms of the appointment letter, it was agreed
by the Company to pay Pankaj Rastogi a one time long term incentive linked with the
successful deployment and trials of Propulsion system for EMU Train Sets as per the
concerned RDSO specification. Upon appointment as Managing Director, the Company agrees to
continue with the obligation for payment of the said incentive, i.e. Rs. 10.00 (Rupees one
crore only) upon achievement of the milestone as mentioned above, and the same shall also
be included as part of the remuneration payable to Pankaj Rastogi in accordance with the
provisions of the Companies Act, in addition to the remuneration, covered in (a) & (b)
above. |
(b) Rahul Dhawan
Date of original appointment on the Board of the Company |
: May 15, 2019 |
Date of last revision of terms of appointment |
: November 01, 2025 |
Tenure of appointment |
: Five Years (from October 01, 2025 to October 30, 2030) |
Salary |
: Rs. 0.84 (Rupees Eight lakh forty thousand only) per annum will be
payable along with usual allowances and other benefits including gratuity, provident fund
and other remuneration benefits including perquisites. |
|
The salary has been approved by the members for a period of three
years. |
Sitting fees and commission to Non-executive Directors
Our Board, pursuant to its resolution dated November 27, 2025 has decided that our
Independent Directors are entitled to receive sitting fees of Rs. 0.05 million for
attending each meeting of our Board and Rs. 0.025 million for attending each meeting of
our committees constituted of the Board respectively.
Payment or benefit to Directors of our Company
The details of the remuneration paid to our Directors during the four months period
ended July 31, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023 is as under:
|
|
(Rs. in millions) |
Particulars |
Four months period ended July 31, 2025 |
Financial year ended March 31, |
|
|
2025 |
2024 |
2023 |
Sanjeev Mehta A |
NA |
NA |
NA |
NA |
Vipin Sharma A |
NA |
NA |
NA |
NA |
Kanika Bhutani a |
NA |
NA |
NA |
NA |
Pankaj Rastogi * |
NA |
NA |
NA |
NA |
Rahul Dhawan |
0.28 |
0.84 |
0.84 |
0.77 |
Mohit Vohra |
- |
- |
- |
- |
Amit Dhawan |
- |
- |
- |
- |
Sumit Dhawan |
- |
- |
- |
- |
Sanjay Kumar Singh # |
- |
- |
- |
NA |
Total |
0.28 |
0.84 |
0.84 |
0.77 |
* Appointed as Managing Director w.e.f. October 01, 2025 and hence the details for
previous financial years are not applicable. For details refer to
"- Terms of appointment of Executive Directors" on page 253
A Appointed as Independent Director w.e.f. September 27, 2025 and hence the
details for previous financial years are not applicable.
# Appointed w.e.f. August 24, 2023 and hence details of the previous financial year is
not applicable
Our Company has not paid any sitting fees to our Directors in the four months period
ended July 31, 2025 and the preceding three financial years.
Except as above, there is no outstanding contingent or deferred compensation accrued
for any previous Financial Years which is proposed to be paid to our Directors.
Remuneration paid or payable to our Directors from our Subsidiaries
As on the date of the Draft Red Herring Prospectus, our Company does not have any
subsidiaries.
Bonus or profit-sharing plan of the Directors
None of our Directors are entitled to any bonus or profit-sharing plan of our Company.
Shareholding of Directors in our Company
As per our Articles of Association, our Directors are not required to hold any
qualification shares.
Except as disclosed below, none of our Directors hold any Equity Shares, as on the date
of the Draft Red Herring Prospectus:
Sr. No. |
Name |
No. of Equity Shares |
Percentage of the Equity Share Capital |
|
|
|
Pre Issue |
Post Issue* |
1 |
Mohit Vohra |
62,61,108 |
30.60 |
[•1 |
2 |
Rahul Dhawan |
20,01,160 |
9.78 |
[•1 |
3 |
Amit Dhawan |
13,16,086 |
6.43 |
[•1 |
4 |
Sumit Dhawan |
14,13,934 |
6.91 |
[•1 |
5 |
Sanjay Kumar Singh |
Nil |
- |
- |
6 |
Kanika Bhutani |
Nil |
- |
- |
7 |
Vipin Sharma |
Nil |
- |
- |
8 |
Sanjeev Mehta |
Nil |
- |
- |
9 |
Pankaj Rastogi |
9,14,000 |
4.47 |
[•1 |
* Subject to finalisation of Basis of Allotment
Interests of Directors
(a) All our Directors may be deemed to be interested to the extent of remuneration and
reimbursement of expenses, if any, payable to them by our Company as well as sitting fees,
if any, payable to them for attending meetings of our Board or Committees thereof. For
further details, please see the section entitled "Terms of Appointment of our
Executive Director" and "Payment or benefit to Directors of our Company".
(b) Our Directors may also be interested to the extent of Equity Shares, if any
(together with dividends in respect of such Equity Shares), held by them in our Company or
held by the entities in which they are associated as directors or partners, or that may be
subscribed by or allotted to the companies, firms, ventures, trusts in which they are
interested as promoters, directors, partners, proprietors, members or trustees, pursuant
to the Issue and any dividend and other distributions payable in respect of such Equity
Shares. For details, see "Shareholding of Directors in our Company " on page
255.
(c) Further, our Directors are also directors on the boards, or are shareholders,
kartas, trustees, proprietors, members or partners, of entities with which our Company has
had related party transactions and may be deemed to be interested to the extent of the
payments made by our Company, if any, to these entities. For the payments that are made by
our Company to such relatives of the Directors, see "Restated Financial Information -
Annexure 33 - Related Party Transactions" on page 351.
(d) No consideration in cash or shares or otherwise has been paid or agreed to be paid
to any of our Directors or to the firms or companies in which any of our Directors are
interested, by any person, either to induce him to become, or to qualify him as, as a
Director, or otherwise for services rendered by our Directors or by the firm or company in
which they are interested, in connection with the promotion or formation of our Company.
(e) None of our Directors have any interest in any property acquired or proposed to be
acquired of our Company or by our Company.
(f) None of our Directors have any interest in any transaction by our Company for
acquisition of land, construction of building or supply of machinery.
(g) No loans have been availed by the Directors from our Company. Further, none of the
beneficiaries of loans, advances and sundry debtors are related to the Directors of our
Company, except to the extent of related party transactions already disclosed under
"Restated Financial Information - Note 33 - Related Party Transactions" on page
351.
(h) There is no material existing or anticipated transaction whereby Directors will
receive any portion of the proceeds from the Issue.
(i) As on the date of the Draft Red Herring Prospectus, except for Mohit Vohra, Amit
Dhawan, Sumit Dhawan and Rahul Dhawan, who are the Promoters of our Company and Sanjay
Kumar Singh, who represents Ramendra Pratap Singh, none of our other Directors are
interested in the promotion of our Company. For further details, see "Our Promoters
and Promoter Group" on page 265.
Changes in Board of Directors in last three years
Except as mentioned below, there have been no changes in our Directors in the last
three years:
Name |
Designation |
Date of Appointment/Resignation |
Reason |
Sanjay Kumar Singh |
Additional Director |
August 24, 2023 |
Appointment, in terms of the SHA & SSA |
Amit Dhawan |
Additional Director |
July 10, 2023 |
Appointment, to broadbase the Board |
Kanika Bhutani |
Independent Director |
September 27, 2025 |
Appointment as Independent Director |
Vipin Sharma |
Independent Director |
September 27, 2025 |
Appointment as Independent Director |
Sanjeev Mehta |
Independent Director |
September 27, 2025 |
Appointment as Independent Director |
Pankaj Rastogi |
Managing Director |
October 01, 2025 |
Appointed as Managing Director |
Note: This table does not include details of modification of the designation or tenure
of the Directors of our Company.
Details of Borrowing Powers of Directors
Our Company has passed a special resolution in the Annual General Meeting of the
members held on September 29, 2025 authorizing the Directors of the Company under Section
180(1)(a) and (c) of the Companies Act, 2013 to mortgage/create charge on the assets of
the Company and to borrow from time to time all such money as they may deem necessary for
the purpose of business of our Company notwithstanding that money borrowed by the Company
together with the monies already borrowed by our Company may exceed the aggregate of the
paid up share capital and free reserves provided that the total amount borrowed by the
Board of Directors shall not exceed the sum of Rs. 5,000.00 million (Rupees Five Hundred
Crores only).
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