PTOS DEF 14A Report ended March 25, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

P2 SOLAR, INC.

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check boxes if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Previously Paid Amount:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING		2
	Why am I receiving this Proxy Statement and proxy card?	2
	Who is soliciting my vote?	2
	Who pays for this proxy solicitation?	3
	Who is entitled to attend and vote at the Meeting?	3
	What matters am I voting on?	3
	How do I vote?	3
	What if I share an address with another person and we received only one copy of the proxy materials?	4
	What if I change my mind after I return my proxy?	4
	What constitutes a quorum?	4
	What are Broker non-votes?	5
	How are abstentions and broker non-votes treated?	5
	What vote is required to approve each item and what are the effects of broker non-votes, abstentions and withhold votes?	5
	Will my shares be voted if I do not sign and return my proxy card?	5
	Will I be entitled to appraisal rights under Delaware law?	5
	When is the deadline for stockholder proposals and nominations for the 2025 Annual Meeting?	5
MANAGEMENT PROPOSALS		6
	Proposal Number One - Election of Directors	6
	Nominees	7
	Biographies of the Nominated Directors of the Company	7
	Family Relationships	7
	Significant Employees	7
	Required Vote	7
	Recommendation of the Board of Directors	7
	Proposal Number Two - Ratification of Selection of Independent Registered Public Accounting Firm	8
	Principal Accountant Fees	8
	Current Independent Registered Public Accounting Firm	8
	Previous Independent Registered Public Accounting Firm	8
	Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors	9
	Required Vote	9
	Recommendation of the Board of Directors	9
	Proposal Number Three - Approval of Amended and Restated Bylaws	9
	Summary of Proposal	9
	Summary of Key Material Changes	9

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	Impact on Stockholder Rights	10
	Next Steps	10
	Conclusion	10
	Required Vote	11
	Proposal Number Four – Adoption of the 2025 Stock Incentive Plan of the Company	11
	Introduction and Reasons for Adoption of the 2025 Plan	11
	Background of the 2025 Plan	11
	General	11
	Administration	12
	Stock Options	12
	Exercise of Stock Options	12
	Stock Appreciation Rights	12
	Restricted Stock Awards	12
	Stock Unit Awards	13
	Other Stock Awards	13
	Director Compensation Limit	13
	Change in Capital Structure or Change in Control	13
	Duration, Amendment and Termination	13
	Restrictions on Transfer	14
	Clawback Policy	14
	Federal Income Tax Information	14
	Canadian Income Tax Information	15
	Required Vote	15
	Recommendation of the Board of Directors	15
	Proposal Number Five - Advisory Vote on Frequency of Advisory Vote on Executive Compensation	15
	Recommendation of the Board of Directors	16
	Proposal Number Six - Advisory Vote on Executive Compensation	16
	Recommendation of the Board of Directors	16
CORPORATE GOVERNANCE		16
	Director Independence	16
	Meetings and Committees of the Board of Directors	17
	Audit Committee	17
	Composition	17
	Audit Committee Oversight	17
	Reliance on Certain Exemptions	17
	Pre-Approval Policies and Procedures	18
	Exemption	18

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	Compensation Committee	18
	Director Nomination	18
	Stockholder Nomination of Directors	18
	Directorships	18
	Orientation and Continuing Education	18
	Code of Ethics	18
	Assessments	19
	Stockholder Communication with the Board of Directors	19
EXECUTIVE OFFICERS		19
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS		19
	Compensation Discussion and Analysis	19
	Executive Compensation	19
	Summary Compensation Table	20
	Employment Agreements	20
	Outstanding Equity Awards at Fiscal Year-End	20
	Equity Compensation Plan Information	20
	Pension, Retirement or Similar Benefit Plans	20
	Potential Payments Upon Termination or Change-in-Control	20
	Director Compensation	21
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS		21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		22
	Transactions with Related Persons	22
	Review, Approval or Ratification of Transactions with Related Persons	23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		23
VOTING SECURITIES		24
WHERE YOU CAN FIND MORE INFORMATION		24
ANNEX “A” – BYLAWS		i
ANNEX “B” – 20205 STOCK INCENTIVE PLAN		1
ANNEX “C” – AUDIT COMMITTEE CHARTER		1

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P2 SOLAR, INC.

NOTICE OF 2024 ANNUAL GENERAL AND SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 15, 2025

To the Company's Stockholders:

Notice is hereby given that the 2025 Annual General and Special Meeting (the "Meeting") of the stockholders of P2 Solar, Inc., a Delaware corporation (the "Company"), will be held at the offices of 838 West Hastings Street, Suite 700, Vancouver, BC, Canada, V6C 2A0, on Tuesday, April 15, 2025, commencing at 11:00 a.m. (Pacific Standard Time), for the following purposes:

1.	To elect three members of the Company's Board of Directors, each to hold office until the next annual meeting of stockholders or until their respective successors have been elected or qualified. The Board of Directors recommends that stockholders vote "FOR" each of the nominees.
2.	To ratify the appointment of Bansal & Co. LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025. The Board of Directors recommends that the stockholders vote "FOR" this proposal.
3.	To approve the amendment and restatement of the Company’s Bylaws to enhance the Company’s corporate governance and modernize the Company’s Bylaws. The Board of Directors recommends that the stockholders vote "FOR" this proposal.
4.	To approve the 2025 Stock Incentive Plan of the Company. The Board of Directors recommends that the stockholders vote "FOR" this proposal.
5.	To hold an advisory vote on the frequency of future advisory votes on the named executive officer compensation. The Board of Directors recommends that the stockholders vote for a THREE-YEAR frequency for this proposal.
6.	To hold an advisory vote to approve the named executive officer compensation. The Board of Directors recommends that the stockholders vote "FOR" this proposal.

The Board of Directors has fixed the close of business on March 11, 2025 at 5:00 p.m. (Pacific Standard Time) as the record date for the Meeting. Only stockholders of record at such time are entitled to notice of, and to vote at, the Meeting. A list of the stockholders of record entitled to vote will be available at the Meeting and for 10 days prior to the Meeting, for any purpose germane to the Meeting, between the hours of 9:00 a.m. and 5:00 p.m. (Vancouver Time) at the Company's principal office located at 13718 91st Ave, Surrey, British Columbia, V3V 7X1.

Stockholders unable to attend the meeting in person are requested to read the enclosed proxy statement and proxy and then complete and deposit the proxy in accordance with its instructions. Unregistered stockholders must deliver their completed proxies in accordance with the instructions given by their financial institution or other intermediary that forwarded the proxy to them.

BY ORDER OF THE BOARD OF DIRECTORS OF P2 SOLAR, INC.

/s/Raj-Mohinder Gurm

Raj-Mohinder Gurm

Chief Executive Officer and President

Surrey, British Columbia

March 15, 2025

IMPORTANT

Your vote is important. Whether or not you expect to attend in person, the Company urges you to sign, date, and return the enclosed proxy at your earliest convenience. This will help to ensure the presence of a quorum at the Meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE P2 SOLAR, INC. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your proxy will not prevent you from voting your stock at the Meeting if you desire to do so, as your proxy is revocable at your option.

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P2 SOLAR, INC.

13718 91st Ave, Surrey

British Columbia, V3V 7X1

PROXY STATEMENT

FOR THE 2024 ANNUAL GENERAL AND SPECIAL MEETING OF THE STOCKHOLDERS

TO BE HELD ON APRIL 15, 2025

This proxy statement (this "Proxy Statement") is furnished in connection with the solicitation of proxies by the Board of Directors of P2 Solar, Inc. ("we", "us", "our" and the "Company") for use at the 2025 Annual General and Special Meeting of the stockholders of the Company (the "Meeting") to be held on Tuesday, April 15, 2025 at 11:00 a.m. (Pacific Standard Time) at the offices of 838 West Hastings Street. Suite 700, Vancouver BC, Canada, V6C 2A0, and at any adjournment or postponement thereof, for the purposes set forth in the preceding Notice of Annual General and Special Meeting.

This Proxy Statement, the Notice of Annual General and Special Meeting and the enclosed Form of Proxy are expected to be mailed to the Company's stockholders on or about March 20, 2025.

The Company does not expect that any matters other than those referred to in this Proxy Statement and the Notice of Annual General and Special Meeting will be brought before the Meeting. However, if other matters are properly presented before the Meeting, the persons named as proxy appointees will vote upon such matters in accordance with their best judgment. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incidental to the conduct of the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on April 15, 2025. This Proxy Statement to the stockholders is available at the Company's principal office located at 13718 91st Ave, Surrey, British Columbia, V3V 7X1.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE MEETING

Why am I receiving this Proxy Statement and proxy card?

You are receiving this Proxy Statement and proxy card because you are a stockholder of record as at the close of business on March 11, 2025 (the "Record Date"), and you are entitled to vote at this Meeting. This Proxy Statement describes issues on which the Company would like you, as a stockholder, to vote. It provides information on these issues so that you can make an informed decision. You do not need to attend the Meeting to vote your shares.

When you sign the proxy card you appoint Raj-Mohinder Gurm, Chief Executive Officer and President as your representative at the Meeting. As your representative, they will vote your shares at the Meeting (or any adjournments or postponements) as you have instructed them on your proxy card. With proxy voting, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, it is a good idea to complete, sign and return your proxy card in advance of the Meeting, just in case your plans change.

If an issue comes up for vote at the Meeting (or any adjournments or postponements) that is not described in this Proxy Statement, your representatives will vote your shares, under your proxy, at his discretion, subject to any limitations imposed by law.

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your proxy to vote at the Meeting.

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Who pays for this proxy solicitation?

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to these beneficial owners. The Company may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the shares at the Company's discretion. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by the Company's directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.

Who is entitled to attend and vote at the Meeting?

Only stockholders of the Company of record at the close of business on March 11, 2025 (the "Record Date") will be entitled to vote at the Meeting. Stockholders entitled to vote may do so by voting those shares at the Meeting or by proxy.

What matters am I voting on?

You are being asked to vote on the following matters:

1.	Proposal 1 - To elect three members of the Company's Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected or qualified.
2.	Proposal 2 - To ratify the appointment of Bansal & Co. LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2025.
3.	Proposal 3 –To approve the replacement of the existing Bylaws of the Company with new Bylaws to enhance the corporate governance of the Company and modernize the Company’s Bylaws.
4.	Proposal 4 – To approve the 2025 Stock Incentive Plan of the Company.
5.	Proposal 5 - To hold an advisory vote on the frequency of future advisory votes on the named executive officer compensation.
6.	Proposal 6 - To hold an advisory vote to approve the named executive officer compensation.

The Company will also consider any other business that properly comes before the Meeting.

How do I vote?

You have several voting options. You may vote by:

	·	completing the proxy card and returning it in the enclosed postage paid reply envelope; or
	·	voting via the internet by visiting: https://www.proxyvote.com You will need the 16 digit Control Number found on the proxy or voting instruction form; or
	·	voting via phone by calling in Canada - English 1-800-474-7493 or French 1-800-474-7501 or in the US - English 1-800-454-8683; or
	·	attending the Meeting and voting in person.

If your shares are held in an account with a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in a "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy card from your broker, bank, or other nominee.

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What if I share an address with another person and we receive only one copy of the proxy materials?

The Company will only deliver one Proxy Statement to multiple stockholders sharing an address unless it has received contrary instructions from one or more of the stockholders. The Company will promptly deliver a separate copy of this Proxy Statement to a stockholder at a shared address to which a single copy of the document was delivered upon oral or written request to:

P2 Solar, Inc.

Attention: Raj-Mohinder Gurm, President and Chief Executive Officer

13718 91st Ave, Surrey, British Columbia, V3V 7X1

Stockholders may also address future requests for separate delivery of Proxy Statements and/or annual reports by contacting us at the address listed above.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Meeting. You may do this by:

	(a)	executing and delivering a written notice of revocation of proxy to the office of the Company at any time before taking the vote at the Meeting;
	(b)	executing and delivering a later-dated proxy relating to the same shares to the office of the Company at any time before taking of the vote at the Meeting;
	(c)	voting via internet by visiting www.ProxyVote.com or voting via phone by calling 800-474-7493 and follow the instructions on the proxy card and have the proxy card available when you access the internet website or place your telephone call prior to 11:59 p.m. Eastern Time on April 11, 2025; or
	(d)	attending the Meeting in person and:

	(i)	giving affirmative notice at the Meeting of your intent to revoke their proxy; and
	(ii)	voting in person.

Any written revocation of proxy or subsequent later-dated proxy should be delivered to the office of the Company as follows: P2 Solar, Inc., Attention: Raj-Mohinder Gurm, Corporate Secretary, 13718 91st Ave, Surrey, British Columbia, V3V 7X1. Attendance at the Meeting will not, by itself, revoke a stockholder's proxy without the giving of notice of intent to revoke that proxy.

What constitutes a quorum?

The presence in person or by proxy of holders of at least a majority of the Company's outstanding common shares constitutes a quorum for the transaction of business at the meeting.

Stockholders who abstain from voting on any or all proposals, but who are present at the Meeting or represented at the Meeting by a properly executed proxy will have their shares counted as present for the purpose of determining the presence of a quorum. Broker non-votes will also be counted as present at the Meeting for the purpose of determining the presence of a quorum.

In the event that a quorum is not present at the Meeting, or in the event that a quorum is present, but it becomes necessary or appropriate to adjourn the meeting for other reasons, the persons named as proxies on the enclosed proxy card may propose one or more adjournments of the Meeting. The persons named as proxies will vote upon such adjournment after consideration of all circumstances that may bear upon a decision to adjourn the Meeting. Any adjournment will require the affirmative vote of a majority of shares represented at the Meeting in person or by proxy.

Any business that might have been transacted at the Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present. Under the Company's bylaws, if we adjourn the Meeting, notice need not be given if the time and place of the adjourned meeting is announced at the Meeting unless the meeting is adjourned for more than 30 days or a new record date is fixed for the adjourned meeting. The Company will pay the costs of preparing and distributing additional proxy materials to stockholders, if required in connection with any adjournment.

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What are Broker non-votes?

A broker non-vote occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares. Shares constituting broker non-votes are not counted or deemed to be present in person or by proxy for the purpose of voting on a non- routine matter at the Meeting and, therefore, are not counted for the purpose of determining whether stockholders have: (i) approved the election of directors in proposal 1, (ii) approved the advisory vote on frequency of advisory vote on executive compensation in proposal 3, and (iii) approved the named executive officer compensation in proposal 4, because such proposals are considered non-routine matters. If you do not provide voting instructions to your broker, your broker will have discretion to vote your shares only on proposal 2, because the Company expects that matter to be considered a routine matter.

How are abstentions and broker non-votes treated?

Stockholders may vote for or against the proposals or they may abstain from voting. Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the Meeting but will not be counted as either in favor or against the proposals.

What vote is required to approve each item and what are the effects of broker non-votes, abstentions and withhold votes?

As of the Record Date, there were 127,009,013 shares of our common stock outstanding and entitled to vote.

Directors are elected by a plurality of the votes of the shares present and entitled to vote at the Meeting. "Withhold" and broker non-votes will have no effect on the outcome of the votes on this proposal.

Proposals 2, 3, and 4 require the majority of the votes cast, excluding abstentions, at the Meeting to be approved. Abstentions will have no effect on the proposal. Broker non-votes are not applicable with respect to proposals 2, 3 and 4.

Proposal 5 requires the majority of the votes cast at the Meeting in order to be approved. "Withhold" and broker non- votes will have no effect on the outcome of the votes on this proposal. Stockholder votes on that are conducted on an advisory basis are not binding on the Company's Board of Directors. Although this vote is not binding, the Board will consider the voting results in setting the frequency of future say-on-pay votes.

Proposal 6 requires the majority of the votes cast at the Meeting in order to be approved. "Withhold" and broker non- votes will have no effect on the outcome of the votes on this proposal. Stockholder votes on that are conducted on an advisory basis are not binding on the Company's Board of Directors. As such, no votes are required on to approve executive compensation.

Will my shares be voted if I do not sign and return my proxy card?

If your shares are held through a brokerage account, your brokerage firm, under certain circumstances, may vote your shares.

If your shares are registered in your name, and you do not sign and return your proxy card, your shares will not be voted at the Meeting.

Will I be entitled to appraisal rights under Delaware law?

Under Delaware law, the Company's stockholders are not entitled to appraisal rights in connection with any of the proposals to be acted upon at the Meeting.

When is the deadline for stockholder proposals and nominations for the 2025 Annual Meeting?

As an SEC filer, the Company is currently subject to Rule 14a-8 of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1), as amended (the "Exchange Act"). Under Rule 14a-8 of the Exchange Act, certain stockholder proposals may be eligible for inclusion in the Company's proxy statement and form of proxy for its 2025 annual meeting of stockholders. In order to be eligible for inclusion, such proposals must be received at the Company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to stockholders in connection with the previous year's annual meeting; provided, however, that in the event the Company holds its 2025 annual meeting more than 30 days before or after the one year anniversary date of this 2025 Meeting, then the deadline shall be a reasonable time before the Company begins to print and send its proxy materials. Management expects to hold its 2025 annual meeting in September or later in the fall of 2025. Thus, in order to be eligible for inclusion in the Company's proxy statements and form of proxy for the Company's 2025 annual meeting, stockholder proposals must be received by May 10, 2025, unless the date of the 2025 annual meeting is changed by more than 30 days from the date of this Meeting, in which case the deadline for submission of stockholder proposals shall be a reasonable time before the Company begins to print and send its proxy materials. If the Company's 2025 annual meeting is changed by more than 30 days from the anticipated date of this Meeting, the Company will disclose the new deadline for stockholder proposals under Item 5 of the Company's earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition to the requirements set forth herein, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

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The Company's proposed by-laws also provide separate notice procedures for the nomination of directors by stockholders. Under the Company's new bylaws, if adopted, the nomination of directors by stockholders must be made pursuant to timely notice in writing to the secretary of the Company in accordance with the time provisions set forth in the preceding paragraph. For greater clarity, stockholder nomination of directors for the 2025 annual meeting must be received by May 10, 2025, unless the proposed date of the 2025 annual meeting is changed by more than 30 days from the date of this Meeting, in which case the new deadline shall be a reasonable before the Company begins to print and send its proxy materials. Additionally, the stockholder notice nominating a director must comply with the content requirements set forth in the Company's bylaws. See the discussion under the heading "Stockholder Nomination of Directors" in this Proxy Statement for more detail.

Any stockholder who wishes to submit a proposal is encouraged to seek independent counsel about SEC requirements and to consult the Company's bylaws. The Company will not consider any proposals that do not meet the SEC requirements for submitting a proposal or comply with the Company's bylaws where applicable. Notices of intention to present proposals for the Company's next annual meeting should be delivered to P2 Solar, Inc., 13718 91st Ave, Surrey, British Columbia, V3V 7X1, Attention: Raj-Mohinder Gurm, Corporate Secretary.

Pursuant to Rule 14a-4(c)(1) under the Exchange Act, the proxies designated by the Company for the Meeting will have discretionary authority to vote with respect to any matter presented at the Meeting if the Company has not received notice of the matter by the dates specified in that rule.

MANAGEMENT PROPOSALS

Proposal Number One - Election of Directors

The Company's Board of Directors currently consists of three directors: Raj-Mohinder Gurm, Hans Edblad, and Sham Dhari. Under the Company's organizational documents, the number of directors of the Company shall be such number as is fixed from time to time by resolution by the Board. The Board has fixed the number of directors of the Company at three.

At the Meeting, stockholders will elect three directors to serve until the next annual meeting of stockholders or until their respective successors shall have been duly elected and qualified, or until their death, resignation, or removal. Unless marked otherwise, proxies received will be voted "FOR" the election of the three nominees named below.

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees for director named below. "Withhold" votes will be counted as present for purposes of determining the presence of a quorum. If a quorum is present, the nominees for director receiving the highest number of votes will be elected as directors. "Withhold" votes, abstentions and broker non-votes will have no effect on the vote. If any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board of Directors may propose.

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Nominees

The Board of Directors has nominated three people to serve as directors of the Company, each of whom has consented to function as such. The names of the five people nominated by the Board and certain information about them are set forth below:

Name of Nominee	Age	Company Position	Director Since
Raj-Mohinder Gurm	64	Chief Executive Officer, President, Chief Financial Officer, and Director	November 21, 1990
Hans Edblad	58	Director	March 2009
Sham Dhari	66	Director	January 10, 2024

Biographies of the Nominated Directors of the Company

Raj-Mohinder Gurm. Mr. Gurm is the President, Chief Financial Officer, and a Director of the Company. From 1985 to 1987 Mr. Gurm was a partner in B.R. International Marketing Company of Vancouver, BC a company, which provided North American representation to manufacturers from Asia. From 1987 to 1989 he was a manager of Metro Parking Ltd. of Vancouver, BC and was responsible for overseeing 70 employees and 20 parking lots. From 1989 to 1995 he was involved in importing products from Asia and selling them by container loads to large retail chain stores. In 1995 Mr. Gurm was founder and president of Xanatel Communications Inc. a company involved in the wireless communications industry, and which was sold to a public company listed on The Alberta Stock Exchange. Mr. Gurm has been a President and CEO of Spectrum International Inc. from 1990 to present. From Jan. 2000 to Nov. 9th, 2001, he was also President/CEO of Canoil Exploration Corporation, a publicly traded company that completed the acquisition of a Medical Equipment company. Since 2015, Mr. Gurm has been consulting for number of public companies. Mr. Gurm attended the University of British Columbia and earned a Bachelor of Sciences Degree in Biology in 1983. Born in 1960 in India, Mr. Gurm is a citizen and resident of Canada.

Hans Edblad. Mr. Edblad is a director of the Company. In addition to serving as a Director of the Company, Mr. Edblad also works as the Vice President of Business Development for the Company. From 2006 to 2009 Mr. Edblad served as a consultant to the Company. In addition to his work with the Company, Mr. Edblad is also the President of Chag Investments Ltd., a position he has held since 1997. Chag Investments specializes in assisting businesses with business development and investment strategies. Additionally, from 2002 to present Mr. Edblad has served as a consultant with APR Consulting Group specializing in technical market consulting to various individuals and companies.

Sham Dhari. Mr. Dhari is a director and Vice President of Engineering with the Company. He is also the founder, C.E.O., and President of Atek Energy Systems Inc, a company formed in January 2018 to provide certified energy advisory services in the lower mainland of British Columbia. Mr. Dhari holds a Bachelor of Applied Science in Electrical Engineering from the University of British Columbia and is a Certified Energy Advisor in British Columbia.

Family Relationships

There are no family relationships between any of the current directors or officers of the Company.

Significant Employees

The Company currently does not have any significant employees other than its executive officers.

Required Vote

Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES NAMED ABOVE. PROXIES RECEIVED BY THE COMPANY WILL BE

VOTED "FOR" THE ELECTION OF ALL NOMINEES NAMED ABOVE UNLESS THE STOCKHOLDER SPECIFIES OTHERWISE IN THE PROXY.

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Proposal Number Two - Ratification of Selection of Independent Registered Public Accounting Firm

The independent registered public accounting firm of Bansal & Co. LLP, Charted Accountants, audited the Company's financial statements for the year ended March 31, 2024 and has been recommended by the Board of Directors pursuant to the recommendation of the Company's Audit Committee to serve as the Company's independent registered public accounting firm for fiscal year ended March 31, 2025. At the direction of the Board of Directors, this appointment is being presented to the stockholders for ratification or rejection at the Meeting. If the stockholders do not ratify the appointment of Bansal & Co. LLP, the Audit Committee may reconsider, but will not necessarily change, its selection of Bansal & Co. LLP to serve as the Company's independent registered public accounting firm.

A representative of Bansal & Co. LLP is not expected to be present at the Meeting.

Principal Accountant Fees

In the following table, “audit fees” are billed by the Company’s external auditors for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees billed by the auditors for professional services rendered for tax compliance, tax advice, and tax planning. “All other fees” are fees billed by the auditors for products and services not included in the foregoing categories.

The fees paid by the Company to its auditors in each of the last three fiscal years, by category, are as follows:

		Year ended March 31, 2024				Year ended March 31, 2023				Year ended March 31, 2022
Audit Fees		$	15,000			$	20,000			$	Nil
Audit-Related Fees		$	Nil			$	Nil			$	Nil
Tax Fees		$	Nil			$	Nil			$	Nil
All Other Fees		$	Nil			$	Nil			$	Nil

Current Independent Registered Public Accounting Firm

On June 3, 2024, the Company engaged Bansal & Co. LLP (“Bansal”), A-6, Maharani Bagh, Delhi, India, as its independent registered public accounting firm. Bansal audited the Company’s consolidated financial statements for the fiscal year ended March 31, 2024 and March 31, 2023.

Previous Independent Registered Public Accounting Firm

On June 3, 2024, the Company dismissed GreenGrowth CPAs ("GreenGrowth") as its independent registered public accounting firm. GreenGrowth was engaged on October 30, 2023, and reviewed the Company’s interim financial statements as of September 30, 2023, and December 31, 2023. GreenGrowth did not audit any of the Company’s financial statements for any fiscal year.

Gries & Associates LLC ("Gries") was engaged on June 2, 2023. Gries audited the Company’s consolidated financial statements for the fiscal years ended March 31, 2023 and March 31, 2022, and reviewed the Company’s interim financial statements as of June 30, 2023. On October 11, 2023, Gries sold its business to GreenGrowth, and GreenGrowth became the Company’s auditor on October 30, 2023. However, Gries was subsequently deregistered by the Public Company Accounting Oversight Board (“PCAOB”), necessitating a re-audit of the financial statements for the fiscal year ended March 31, 2023.

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During the periods reviewed by GreenGrowth, and Gries there were (i) no disagreements with GreenGrowth or Gries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GreenGrowth or Gries would have caused them to make reference thereto in their reports on the financial statements for such periods, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The policy of the Company's Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by the Company's independent auditors during the fiscal year. Before engaging an independent registered public accountant to render audit or non-audit services, the engagement is approved by the Company's audit committee or the engagement to render services is entered into pursuant to pre-approval policies and procedures established by the audit committee.

Required Vote

The affirmative approval of a majority of the votes cast at the Meeting, excluding abstentions, is required to approve this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF BANSAL & CO. LLP, AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2025.

Proposal Number Three - Approval of Amended and Restated Bylaws.

Summary of Proposal

The Board is requesting stockholder approval of the Amended and Restated Bylaws (the “Modern Bylaws”) of the Corporation. The proposed Modern Bylaws incorporate a number of modern governance enhancements, procedural clarifications, and updates to reflect current best practices, regulatory developments, and the Corporation’s evolving business needs.

On March 15, the Board unanimously approved the Modern Bylaws, subject to stockholder approval. If approved, the Modern Bylaws will replace and supersede the Corporation’s existing bylaws in their entirety.

Stockholders are encouraged to read the full text of the Modern Bylaws, which is attached as Annex A to this Proxy Statement. The following summary highlights the key material changes and their impact on stockholder rights.

Summary of Key Material Changes

The Modern Bylaws incorporate various changes, including but not limited to:

1. Enhanced Stockholder Meeting Provisions.

	·	Hybrid & Virtual Meetings: Expressly permits annual and special meetings to be held in hybrid or virtual formats in accordance with Delaware General Corporation Law (“DGCL”) §211.
	·	Special Meeting Requests: Lowers the required ownership threshold for stockholders to call a special meeting from 20% to 15% of outstanding shares.
	·	Advance Notice Requirements: Clarifies timing and disclosure requirements for stockholder nominations and proposals, aligning with market standards.

2. Stockholder Access & Proxy Rules Compliance.

	·	Proxy Access for Director Nominations: Establishes a framework allowing eligible stockholders (holding 5% for at least one year) to nominate up to one director for inclusion in the Corporation’s proxy statement.
	·	Universal Proxy Compliance: Requires stockholders seeking to nominate directors to comply with SEC Rule 14a-19 (universal proxy rules), including timely filing and solicitation thresholds.

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3. Modernized Corporate Governance & Board Provisions.

	·	Quorum & Voting Adjustments: Updates quorum requirements to one-third of outstanding shares, unless a higher standard applies.
	·	Classified Board Restrictions: Ensures any future classified board structures comply with stockholder approval requirements.
	·	Director Confidentiality & Conduct Standards: Codifies director confidentiality obligations and insider trading restrictions.

4. Indemnification & Liability Protections.

	·	Expanded Indemnification: Strengthens protections for directors and officers, including the advancement of expenses and liability limitation provisions as permitted by DGCL §145.
	·	Insurance & Funding Mechanisms: Clarifies the Corporation’s ability to secure D&O insurance, indemnity trusts, or other risk management measures to protect against legal claims.

5. Exclusive Forum & Dispute Resolution Updates.

	·	Delaware Chancery Court Jurisdiction: Designates the Delaware Court of Chancery as the exclusive forum for certain stockholder litigation (excluding claims under federal securities laws).
	·	Federal Forum Selection for Securities Claims: Requires actions under the Securities Act of 1933 to be brought in U.S. federal courts, mitigating litigation risks.

6. Administrative & Procedural Updates.

	·	Electronic Notices & Signatures: Permits notices, consents, and proxies via electronic transmission, streamlining governance processes.
	·	Blockchain & Digital Recordkeeping: Recognizes distributed ledger technology (DLT) as a valid method for maintaining corporate records and stockholder communications.
	·	Clarifications on Dividend Payments & Capital Structure Adjustments: Updates provisions regarding dividends, record dates, and financial transactions to align with DGCL requirements.

Impact on Stockholder Rights

The proposed amendments expand and clarify stockholder rights in several ways:

	✓	Greater stockholder influence: Special meeting thresholds are lowered, and proxy access is introduced.
	✓	Improved corporate transparency: Advance notice rules and director accountability provisions strengthen governance oversight.
	✓	Enhanced legal protections: Indemnification rights are broadened, while exclusive forum provisions reduce legal uncertainties.
	✓	Modernized participation methods: Hybrid/virtual meetings and electronic communications facilitate greater engagement.

While the Modern Bylaws introduce new procedural requirements for stockholder proposals and director nominations, these changes are consistent with corporate governance best practices and designed to protect the long-term interests of all stockholders.

Next Steps

If approved, the Modern Bylaws will become effective immediately upon stockholder approval. If not approved, the Corporation’s existing bylaws will remain in effect.

Conclusion

The proposed Modern Bylaws align with best-in-class governance practices, enhance stockholder engagement, and ensure compliance with evolving regulatory standards. The Board believes these updates are in the best interests of stockholders and the Corporation as a whole.

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Required Vote

The affirmative approval of a majority of the votes cast at the Meeting, excluding abstentions, is required to approve this proposal to support modern, transparent, and stockholder-friendly governance.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" REPLACING THE EXISTING BY-LAWS OF THE COMPANY WITH THE NEW BY-LAWS ATTACHED AS ANNEX A TO THIS INFORMATION CIRCULAR.

Proposal Number Four – Adoption of the 2025 Stock Incentive Plan of the Company

Introduction and Reasons for Adoption of the 2025 Plan

On March 14, 2025, our Board approved and adopted, subject to stockholder approval, the 2025 Plan which is attached hereto as Annex B. The 2025 Plan will become effective upon shareholder approval. This summary is not a complete description of all provisions of the 2025 Plan and is qualified in its entirety by reference to the 2025 Plan, which will be filed as an annex to this Information Statement.

Background of the 2025 Plan

The 2025 Plan is established to maintain and enhance the key policies and practices adopted by our management and board of directors to align employee and stockholder interests. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining, and motivating key personnel. We believe that the adoption of the 2025 Plan is essential to permit our management to continue to provide long-term, equity- based incentives to present and future management, directors, consultants, and employees.

We are seeking shareholder approval of the 2025 Plan in order to ensure (i) favorable federal income tax treatment for grants of incentive stock options under Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and (ii) eligibility to receive a federal income tax deduction for certain compensation paid under the 2025 Plan by complying with Rule 162(m) of the Code

The Company intends to reserve a total of 12,700,901 shares (10% of the issued and outstanding shares as of March 11, 2025) of our authorized common stock for initial issuance under the 2025 Plan. The 2025 Plan also provides for an annual increase to the share reserve on the first day of each calendar year beginning January 1, 2026 through January 1, 2034, in an amount equal to 5% of the total number of shares outstanding on the last day of the immediately preceding calendar year (or such lesser amount as determined by the Board or Committee).

General

The 2025 Plan enables our board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants, and other third-party service providers.

As the Company is incorporated in Delaware with securities quoted on the OTC Pink Sheets but is also an OTC Reporting Issuer in British Columbia with many directors, officers and employees located in Canada, the 2025 Plan has been designed to comply with both U.S. and applicable Canadian requirements. The 2025 Plan contains specific provisions to address Canadian securities laws and tax requirements for Canadian Participants.

The 2025 Plan authorizes the grant of Incentive Stock Options (“ISOs”), Non-Qualified Stock Options (“NSOs”), Stock Appreciation Rights (“SARs”), Restricted Shares, Stock Units, Stock-Based Awards (collectively, "Stock Awards") and Cash-Based Awards (Stock Awards and Cash-Based Awards are collectively referred to as "Awards").ISOs may be granted only to our employees, including officers, and the employees of any future subsidiaries. All other awards may be granted to our employees, officers, our non-employee directors, and consultants and the employees and consultants of our subsidiaries, and affiliates.

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Administration

The 2025 Plan will be administered by the Board of the Company or the compensation committee of our Board (the “Compensation Committee”). Subject to the limitations set forth in the 2025 Plan, the Compensation Committee will have the authority to determine, among other things, to whom awards will be granted, the number of shares subject to awards, the term during which an option or SAR may be exercised and the rate at which the awards may vest or be earned, including any performance criteria to which they may be subject. The Compensation Committee also will have the authority to determine the consideration and methodology of payment for awards. To the extent permitted by applicable law, the board of directors or Compensation Committee may also authorize one or more of our officers to designate employees, other than officers under Section 16 of the Exchange Act, to receive awards and/or to determine the number of such awards to be received by such persons subject to a maximum total number of awards.

Stock Options

The 2025 Plan authorizes the grant of Incentive Stock Options and Non-Qualified Stock Options (each an “Option”). Options granted under the 2025 Plan entitle the grantee, upon exercise, to purchase a specified number of shares of common stock from us at a specified exercise price per share. The Compensation Committee determines the exercise price for a stock option, within the terms and conditions of the 2025 Plan, provided that the exercise price will not be less than 100% of the fair market value of our shares on the date of grant. Options granted under the 2025 Plan will vest at the rate specified by the Compensation Committee.

Stock options granted under the 2025 Plan must be exercised by the optionee before the earlier of such an option or the expiration of a specified period following the optionee’s termination of employment. The Compensation Committee determines the terms of the stock options up to a maximum of 10 years. Each stock option agreement will also set forth the extent to which the option recipient will have the right to exercise the option following the termination of the recipient’s service with us, and the right to exercise the option of any executors or administrators of the award recipient’s estate or any person who has acquired such options directly from the award recipient by bequest or inheritance.

Exercise of Stock Options

An Option’s exercise price may be paid in cash or if provided for in the stock option agreement evidencing the award, (1) by surrendering, or attesting to the ownership of, shares which have already been owned by the optionee, (2) future services or services rendered to the company or its affiliates prior to the award, (3) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to us in payment of the aggregate exercise price, (4) by delivery of an irrevocable direction to a securities broker or lender to pledge shares and to deliver all or part of the loan proceeds to us in payment of the aggregate exercise price, (5) by a “net exercise” arrangement, (6) by delivering a full-recourse promissory note, or (7) by any other form that is consistent with applicable laws, regulations, and rules.

Stock Appreciation Rights

Stock Appreciation Rights, or SARs, provide for payments to the recipient based upon increases in the price of shares over the exercise price of the SAR. The Compensation Committee determines the exercise price for a SAR, which cannot be less than 100% of the fair market value of shares on the date of grant. A SAR granted under the 2025 Plan vests at the rate specified in the SAR agreement as determined by the Compensation Committee. The Compensation Committee determines the term of SARs granted under the 2025 Plan. Upon the exercise of a SAR, we will pay the participant an amount in stock, cash, or a combination of shares and cash as determined by the Compensation Committee, equal to the product of (1) the excess of the per share fair market value of shares on the date of exercise over the exercise price, multiplied by (2) the number of shares with respect to which the SAR is exercised.

Restricted Stock Awards

The 2025 Plan also authorizes the grant of Restricted Stock Awards on terms and conditions established by the Compensation Committee. The terms of any awards for restricted shares under the 2025 Plan will be set forth in a restricted share agreement to be entered into between us and the recipient. The Compensation Committee will determine the terms and conditions of such restricted share agreements, which need not be identical. A restricted share award may be subject to vesting requirements or transfer restrictions or both. Restricted shares may be issued for such consideration as the Compensation Committee may determine, including cash, cash equivalents, full recourse promissory notes, past services, and future services. Award recipients who are granted restricted shares generally have all of the rights of a stockholder with respect to those shares, provided that dividends and other distributions will not be paid in respect of unvested shares unless otherwise determined by the Compensation Committee and, in such case, only once such unvested shares vest.

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Stock Unit Awards

The 2025 Plan also authorizes the grant of Stock Unit Awards. Stock Unit Awards give recipients the right to acquire a specified number of shares (or cash amount) at a future date upon the satisfaction of certain conditions, including any vesting arrangement, established by the Compensation Committee and as set forth in a stock unit award agreement. A stock unit award may be settled by cash, delivery of shares, a combination of cash and stock as deemed appropriate by the Compensation Committee. Recipients of stock unit awards will have no voting or dividend rights prior to the time the vesting conditions are satisfied, and the award is settled. At the Compensation Committee’s discretion and as set forth in the stock unit award agreement, stock units may provide for the right to dividend equivalents. Dividend equivalents may not be distributed prior to settlement of the stock unit to which the dividend equivalents pertain and the value of any dividend equivalents payable or distributable with respect to any unvested stock units that do not vest will be forfeited.

Other Stock Awards

Under the 2025 Plan, the Compensation Committee may grant other awards based in whole or in part by reference to our shares. The Compensation Committee will set the number of shares under the stock awards and all other terms and conditions of such awards.

Director Compensation Limit

The 2025 Plan includes a limit on compensation for non-employee directors. The maximum number of shares subject to Awards granted under the 2025 Plan during any one calendar year to any Outside Director, taken together with any cash fees paid by the Company to such Outside Director during such calendar year for service on the Board, will not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value for financial reporting purposes), or $1,000,000 for the calendar year in which an Outside Director is first appointed or elected to the Board.

Change in Capital Structure or Change in Control

In the event of a recapitalization, stock split, or similar capital transaction, the Compensation Committee will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2025 Plan, the number of shares that can be issued as incentive stock options, the number of shares subject to outstanding awards and the exercise price under each outstanding option or SAR.

In the event of a Change in Control (as defined in the 2025 Plan), outstanding Awards may be subject to the agreement of merger, consolidation, or reorganization, which may provide for one or more of the following: (i) continuation or assumption of existing Awards; (ii) substitution of equivalent awards; (iii) acceleration of vesting, exercisability, and settlement; (iv) cash-out of Awards; or (v) other appropriate treatment as determined by the Committee. The Committee need not treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

Duration, Amendment and Termination

Unless sooner terminated, the 2025 Plan will terminate on the tenth anniversary of its effective date. Our Board will have the authority to amend, suspend, or terminate the 2025 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. No ISOs may be granted more than 10 years after years after the later of (i) the approval of the Plan by the board (or if earlier, the stockholders) and (ii) the approval by the board (or if earlier, the stockholders) of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

The Compensation Committee will have the authority to modify outstanding awards under the 2025 Plan. Subject to the terms of the 2023 Plan, the Compensation Committee will have the authority to cancel any outstanding stock award in exchange for new stock awards, including awards having the same or a different exercise price cash, or other consideration, without stockholder approval but with the consent of any adversely affected participant.

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Restrictions on Transfer

Unless the Compensation Committee provides otherwise, no award granted under the 2025 Plan may be transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to shares issued under such award), except by will, the laws of descent and distribution, or pursuant to a domestic relations order, provided that all ISOs may only be transferred or assigned only to the extent consistent with Section 422 of the Code.

Clawback Policy

All Awards granted under the 2025 Plan will be subject to recoupment in accordance with any clawback policy that the Company adopts pursuant to the listing standards of any securities exchange on which the Company's securities are listed or as otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose additional recoupment provisions in an Award Agreement as it determines whether it is necessary or appropriate.

Federal Income Tax Information

The following is a general summary of the current federal income tax treatment of awards, which are authorized to be granted under the 2025 Plan, based upon the current provisions of the Code and regulations promulgated thereunder. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, this discussion does not address the tax consequences under applicable state and local law.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE 2025 PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF AN INDIVIDUAL’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH ANY ELIGIBLE INDIVIDUAL MAY RESIDE.

Incentive Stock Options

A participant will not recognize income on the grant or exercise of an Incentive Stock Option. However, the difference between the exercise price and the fair market value of the common stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant does not exercise an Incentive Stock Option within certain specified periods after termination of employment, the participant will recognize ordinary income on the exercise of an Incentive Stock Option in the same manner as on the exercise of a Non-Qualified Stock Option, as described below. The general rule is that gain or loss from the sale or exchange of shares of common stock acquired on the exercise of an Incentive Stock Option will be treated as capital gain or loss. If certain holding period requirements are not satisfied, however, the participant will recognize ordinary income at the time of the disposition. Gain recognized on the disposition in excess of the ordinary income resulting therefrom will be capital gain, and any loss recognized will be a capital loss.

Non-Qualified Stock Options

A participant is not required to recognize income on the grant of a Non-Qualified Stock Option, a stock appreciation right, restricted stock units, a performance grant, or a stock award. Instead, ordinary income generally is required to be recognized on the date the Non-Qualified Stock Option or stock appreciation right is exercised, or in the case of restricted stock units, performance grants, and stock awards, upon the issuance of shares and/or the payment of cash pursuant to the terms of the incentive award. In general, the amount of ordinary income required to be recognized is (a) in the case of a Non-Qualified Stock Option, an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price, (b) in the case of a stock appreciation right, the amount of cash and/or the fair market value of any shares received upon exercise plus the amount of taxes withheld from such amounts, and (c) in the case of restricted stock units, performance grants, and stock awards, the amount of cash and/or the fair market value of any shares received in respect thereof, plus the amount of taxes withheld from such amounts.

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Gain or Loss on Sale or Exchange of Shares

In general, gain or loss from the sale or exchange of shares of common stock granted or awarded under the 2025 Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of shares acquired upon exercise of an incentive stock option (a “disqualifying disposition”), a participant will be required to recognize ordinary income upon such disposition.

Section 409A of the Code

Section 409A of the Code provides certain requirements for deferred compensation arrangements. Awards under the 2025 Plan are designed to be exempt from the application of Section 409A. To the extent that any Award constitutes "deferred compensation" subject to Section 409A, the 2025 Plan and applicable Award Agreements have been designed to comply with the requirements of Section 409A.

Deductibility by Company

The Company is not allowed a deduction in connection with the grant or exercise of an Incentive Stock Option. However, if a participant is required to recognize ordinary income as a result of a disqualifying disposition, we will be entitled to a deduction equal to the amount of ordinary income so recognized. In general, in the case of a Non- Qualified Stock Option (including an Incentive Stock Option that is treated as a Non-Qualified Stock Option), a stock appreciation right, restricted stock, restricted stock units, performance grants, and stock awards, the Company will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, provided that certain income tax reporting requirements are satisfied.

Performance-Based Compensation

Subject to certain exceptions, Section 162(m) of the Code disallows federal income tax deductions for compensation paid by a publicly held corporation to certain executives (the five highest paid officers) to the extent the amount paid to an executive exceeds $1 million for the taxable year. The 2025 Plan has been designed to allow the Compensation Committee to grant stock options, stock appreciation rights, restricted stock, restricted stock units, and performance grants that qualify under an exception to the deduction limit of Section 162(m) for performance-based compensation.

Canadian Income Tax Information

For Canadian Participants, the 2025 Plan and all Awards granted to them are intended to comply with the requirements of the Income Tax Act (Canada) and applicable provincial income tax legislation. Canadian Participants should consult their own tax advisors regarding the Canadian tax consequences of participating in the 2025 Plan.

Required Vote

The affirmative approval of a majority of the votes cast at the Meeting, excluding abstentions, is required to approve this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE 2025 PLAN AS ATTACHED AS ANNEX B TO THIS INFORMATION CIRCULAR.

Proposal Number Five - Advisory Vote on Frequency of Advisory Vote on Executive Compensation.

The Company is requesting your nonbinding vote on an advisory vote of stockholders to approve the compensation of its named executive officers, as disclosed in the Proxy Statement, should take place every three years, every two years, or every year. For the reasons explained below, the Company is recommending that this advisory vote take place every THREE YEARS.

The Company believes that as a smaller reporting company in the development stage, having an advisory vote on executive compensation every three years would comply with regulatory requirements and minimize the expenses associated with conducting advisory votes.

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Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A THREE-YEAR FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION.

Note: The Company is providing this advisory vote as required pursuant to Section 14A of the Exchange Act. The stockholder vote will not be binding on the Company or the Board, and it will not be construed as overruling any decision by the Company or the Board or creating or implying any change to, or additional, fiduciary duties for the Company or the Board.

Proposal Number Six - Advisory Vote on Executive Compensation.

The Company is asking that you APPROVE the compensation of the named executive officers as disclosed in this Proxy Statement.

The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") provides that the Company's stockholders vote to approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as disclosed in this Proxy Statement in accordance with the SEC's rules.

The Company's named executive officers are identified in the Summary Compensation Table, and the compensation of the named executive officers is described on page 20. The Company's executive compensation practices are designed to attract, retain and motivate executive talent, including its named executive officers, who are critical to the Company's success. The Company is committed to sound executive compensation and corporate governance principles, working to ensure that its practices protect and further the interests of stockholders.

The Board of Directors is therefore requesting your nonbinding vote on the following resolution:

"Resolved, that the compensation of the Company's named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, the executive compensation tables and the narrative discussion, is approved."

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Note: The Company is providing this advisory vote as required pursuant to Section 14A of the Exchange Act. The stockholder vote will not be binding on the Company or the Board, and it will not be construed as overruling any decision by the Company or the Board or creating or implying any change to, or additional, fiduciary duties for the Company or the Board.

CORPORATE GOVERNANCE

Director Independence

Under Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act, as amended, a director is considered independent if they are not an executive officer or employee of the company and do not have a relationship that, in the view of the company’s board, would interfere with their exercise of independent judgment in carrying out their responsibilities as a director.

Additionally, under Canadian National Instrument 52-110 – Audit Committees ("NI 52-110"), which applies to the Company, an independent director is defined as a director who has no direct or indirect material relationship with the Company. A material relationship is one that, in the opinion of the Board of Directors, could interfere with a director’s ability to exercise independent judgment.

Furthermore, under Item 407(a) of Regulation S-K, if a company is not a listed issuer on a National Exchange, it must disclose the definition of independence used for assessing its directors. In this regard, the Company has applied the independence standards of the NYSE American LLC ("NYSE American"), which require that most of the board of directors be independent.

After reviewing the applicable independence criteria under Schedule 14A, NI 52-110, and NYSE American, the Board of Directors has determined that it does not currently have a director who qualifies as independent under these definitions. As a result, all members of the Board of Directors are considered non-independent under the applicable regulatory frameworks.

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Meetings and Committees of the Board of Directors

Our board of directors held no formal meetings during the year ended March 31, 2024. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Audit Committee

Composition

Currently, our Audit Committee consists of all three members of our Board of Directors.

Our Board of Directors has determined that it does not have a member who qualifies as an "independent director" as defined in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act, as amended.

However, our Board of Directors has determined that Mr. Raj-Mohinder Gurm qualifies as an "audit committee financial expert," as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the members of our Board of Directors collectively possess the necessary experience to analyze and evaluate our financial statements and to understand our internal controls and financial reporting procedures.

At this stage of our development, given that we have not yet generated any material revenues, we believe that retaining an independent director who qualifies as an "audit committee financial expert" would be unduly costly and burdensome.

Additionally, we currently do not have a nomination committee, compensation committee, or other committees performing similar functions, nor do we have a written nomination or compensation charter. Our Board of Directors believes that the functions of such committees can be adequately performed by the Board as a whole.

The Audit Committee operates under a written charter updated and adopted by the Board of Directors on March 15, 2024, a current copy of which is attached as Annex C to this Information Circular.

During the fiscal year ended March 31, 2024, the Audit Committee:

	1.	Reviewed and discussed the audited financial statements with management.
	2.	Discussed with the independent auditors the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
	3.	Received the written disclosures and the letter from the independent auditors required by the applicable PCAOB standards regarding communications with the Audit Committee concerning auditor independence. The Audit Committee also discussed the auditors' independence with them.

The Audit Committee has reviewed and discussed the audited annual financial statements with management.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed fiscal year has the Board of Directors failed to adopt a recommendation by the Audit Committee regarding the nomination or compensation of an external auditor.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed fiscal year, the Company has not relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-Audit Services) or any exemption under Part 8 of Canadian National Instrument 52-110 – Audit Committees (“NI 52-110”).

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Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures regarding the engagement of non-audit services. These policies and procedures are detailed under the section "Proposal Number Two - Ratification of Selection of Independent Registered Public Accounting Firm - Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors" in this Information Circular.

Exemption

The Audit Committee has relied on an exemption under Part 6.1 of NI 52-110.

Compensation Committee

The Company does not have a compensation committee composed of independent directors. In fact, it does not have a compensation committee at all. Instead, these functions are performed by the Board of Directors as a whole, which currently consists of three members. As a result, there is a potential conflict of interest, as board members who are also part of management participate in discussions regarding executive compensation, which may influence management decisions.

Director Nomination

The Company does not have a nominating committee. The full Board of Directors is responsible for identifying and evaluating candidates for board membership.

Stockholder Nomination of Directors

As of the date of this Information Circular, the Company has not made any material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. The Board of Directors does not have a formal policy regarding the consideration of director candidates recommended by stockholders. Additionally, the Company does not have specific or minimum criteria for the election of director nominees, nor does it have a structured process for evaluating such nominees.

Stockholders who wish to recommend candidates for election to the Board of Directors may do so by submitting written recommendations to the Company’s Chief Executive Officer at the address provided on the cover page of this Information Circular. Any such recommendation should include sufficient biographical and professional information to allow the Board to assess the candidate’s qualifications.

Directorships

None of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Orientation and Continuing Education

The Board of Directors provides an overview of the Company's business activities, systems, and business plan to all new directors. New director candidates have free access to any of the Company's records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans, short, medium and long term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. The directors are encouraged to update their skills and knowledge by taking courses and attending professional seminars.

Code of Ethics

As of the date of this Information Circular, the Company has not yet adopted a code of ethics. The decision not to implement a code of ethics is primarily due to the Company's status as an early-stage entity with limited operational complexity. Given the current organizational structure with a three-person Board of Directors, the Company believes that the development and implementation of a formal code of ethics may not provide significant benefits at this stage.

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As the Company continues to grow and evolve, it intends to re-evaluate the need for a formal code of ethics and adopt one when it becomes more operationally relevant and advantageous. It is important to note that the absence of a formal code of ethics does not imply a lack of commitment to ethical conduct. The Company's Board of Directors and management are dedicated to conducting business with integrity, honesty, and adherence to all applicable laws and regulations.

Assessments

The Board of Directors has not implemented a process for assessing its effectiveness. As a result of the Company's small size and the Company's stage of development, the Board of Directors considers a formal assessment process to be inappropriate at this time. The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.

The Board of Directors does not formally assess the performance or contribution of individual Board members or committee members.

Stockholder Communication with the Board of Directors

The Board of Directors provides a process for stockholders to send communications to the Board of Directors. Stockholders desiring to communicate with the Board of Directors on matters other than director nominations should submit their communication in writing to Raj-Mohinder Gurm, Corporate Secretary, P2 Solar, Inc., 13718 91st Ave, Surrey, British Columbia, V3V 7X1 and identify themselves as a stockholder. The Corporate Secretary will forward all such communications to the Chairperson of the Board for a determination as to how to proceed.

EXECUTIVE OFFICERS

Name	Age	Company Position	Executive Officer Since
Raj-Mohinder Gurm	64	Chief Executive Officer, President, Chief Financial Officer and Corporate Secretary	November 21, 1990

Raj-Mohinder Gurm. Mr. Gurm has been our Chief Executive Officer since November 1990. Mr. Gurm’s core responsibilities include strategic planning and coordinating strategic planning, marketing, and product development. Mr. Gurm obtained a Bachelor of Sciences Degree in Biology from the University of British Columbia in 1983.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and Analysis

The Company currently does not have a compensation committee of the Board of Directors or a committee performing similar functions. It is the view of the Board of Directors of the Company that it is appropriate for the Company not to have such a committee because of the size of the Company and because the Board of Directors as a whole participates in the consideration of executive compensation.

Executive Compensation

The following table sets forth, for the years indicated, all compensation paid, distributed, or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s chief executive officer , chief financial officer and all other executive officers; the information contained below represents compensation paid to the Company’s officers for their work related to the Company.

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Summary Compensation Table

The following table sets forth the total compensation paid to or earned by the Company's named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K of the Exchange Act, ("Named Executive Officers") as of its fiscal year ended March 31, 2024 and 2023.

																				Non-Equity				Non-qualified
																				Incentive				Deferred
Name and												Stock				Option				Plan				Compensation				All other
Principal				Salary				Bonus				Award(s)				Award(s)				Compensation				Earnings				Compensation				Total
Position		Year		($)				($)				($)				($)				(#)				($)				($)				($)
Raj- Mohinder Gurm, CEO		2024			55,520				--				--				0				--				--				--				55,520
		2023			56,600				--				--				0				--				--				--				56,600
		2022			59,734				--				--				0				--				--				--				59,734

Employment Agreements

On April 12, 1999, the Company entered into an employment agreement with Raj-Mohinder Gurm. The employment agreement automatically renews annually. Pursuant to the terms of the employment agreement, Mr. Gurm is entitled to annual compensation of $72,000 CAD at a rate of $6,000 CAD per month plus 4% vacation pay for a total of $6,240 CAD per month. A copy of the employment agreement was filed as Exhibit 10.4 to the Company’s Registration Statement on Form 10-K filed with the Securities and Exchange Commission on July 1, 2005, and is hereby incorporated by reference.

Outstanding Equity Awards at Fiscal Year-End

For the years ended March 31, 2024 and 2023, no director or executive officer has received compensation from the Company pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although the Company anticipates that it may compensate its officers and directors for services to the Company with stock or options to purchase stock, in lieu of cash in the future if warranted.

Equity Compensation Plan Information

The Company currently does not have any equity compensation plans.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which the Company is required to provide a pension, retirement or similar benefits to its directors or executive officers. The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to its directors or executive officers, except that stock options may be granted from time to time at the discretion of the Board of Directors or a committee thereof.

Potential Payments Upon Termination or Change-in-Control

Other than the court set standards and statutory obligations set out in Employment Standards Act (British Columbia) that apply to the employment agreement with Raj-Mohinder Gurm, the Company has no plans or arrangements in respect of remuneration received or that may be received by its executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

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Director Compensation

As of March 31, 2024, none of the Company’s directors have been compensated for their services as directors of the Company. The Company has no formal plan for compensating its directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of the common stock of the Company as awarded by our Board of Directors or any compensation committee that may be established.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Other than as disclosed below, none of the following events has occurred during the past ten years and is material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the Company:

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2.	Such a person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	Such a person was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	(a)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
	(b)	Engaging in any type of business practice; or
	(c)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3(a) above of this section, or to be associated with persons engaged in any such activity;
5.	Such a person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such a person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:

(a)

Any Federal or State securities or commodities law or regulation;

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	(b)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
	(c)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

On March 6, 2015, the Company received a cease trade order from the British Columbia Securities Commission for failure to file records required as an OTC reporting issuer, as defined by Canadian Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. On November 24, 2022, the Company received a partial revocation order from the British Columbia Securities Commission, permitting the Company to conduct a private placement of an amount of up to $110,000 CAD by way of the issuance of debt securities that are convertible into common shares at $0.03 CAD per share (the “Offering”). Management of the Company filed the Company’s audited financial statements and paid all outstanding fees to the British Columbia Securities Commission and applied to have the cease trade order fully revoked in September of 2023. On January 22, 2025, the British Columbia Securities Commission lifted the cease trade order.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires officers and directors of the Company and persons who own more than 10% of the outstanding shares of the common stock of the Company to file reports of ownership and changes in ownership concerning their shares of the common stock of the Company with the SEC and to furnish the Company with copies of all Section 16(a) forms they file. The Company is required to disclose delinquent filings of reports by such persons.

Based solely on the copies of such reports and amendments thereto received by the Company, or written representations that no filings were required, management of the Company believes that all Section 16(a) filing requirements applicable to the executive officers and directors of the Company and 10% stockholders were met for the year ended March 31, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

Other than as disclosed below, since the commencement of the fiscal year ended March 31, 2023, there were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to management of the Company to own of record or beneficially more than five percent of any class of the common stock of the Company, or any member of the immediate family of any of the foregoing persons, had an interest.

During the year ended March 31, 2024, and March 31, 2023, the Company incurred management salary to its Chief Executive Officer of $55,520 and $56,600, respectively. As of March 31, 2024, and March 31, 2023, the accrued management salary was $692,689 and $635,477, respectively. As of March 31, 2024, and March 31, 2023, the total amount due to its Chief Executive Officer was $741,901 and $676,706, respectively.

During the year ended March 31, 2024, and March 31, 2023, the Chief Executive Officer of the Company advanced $67,381 and $16,629 to the Company to support operating cost and was repaid of $56,549 and $18,995, respectively. As of March 31, 2024, and March 31, 2023, the amount due to another Director of the Company of $1,255 and $1,256, respectively.

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On February 22, 2023, the Company bought all outstanding shares of Futricity Solar, Inc. (“Futricity”), and it became a wholly owned subsidiary of P2 Solar. Futricity was wholly owned by a Director and Officer of the Company. The purchase price is equal to 25% of the future operating income of Futricity for the next five years calculated annually to be paid in cash annually for the next five years, payable on April 30th every year starting in 2024 with the last payment to be due on April 30, 2028. Futricity is an installer of rooftop and ground mount solar systems for both residential and commercial properties.

Review, Approval or Ratification of Transactions with Related Persons

The Company does not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. The Company has historically sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with the management of the Company and often provide better terms and conditions than the Company can obtain from unassociated sources. Management also believes that having specific policies or procedures of this type would be ineffective given the size of the Board of Directors of the Company at this time.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of the Company's common stock owned beneficially as of March 11, 2025 by: (i) each person (including any group) known to the Company to own more than five percent (5%) of any class of the Company's voting securities, (ii) each of the Company's directors and each of the named executive officers, and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown. The Company believes that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)				Percentage of Common Stock(1)
$.001 Par Value Common Stock		Raj-Mohinder S. Gurm (2) 3718 91st Avenue Surrey, BC, Canada V3V 7X1			54,012,094				42,526	%
$.001 Par Value Common Stock		Hans Edblad (3) 20 Sara Lane Cold Stream, BC, Canada			243.907				0.185	%
$.001 Par Value Common Stock		Sham Dhari (3) 9620 Seameadow Street Richmond, BC, Canada			730,000				0.575	%
Common Stock		All directors & executive officers as a group			54,986.001				43.286	%

Notes:

(1)

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon the exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of such shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock outstanding as of March 11, 2024. As of March 11, 2025, there were 127,009,013 shares of our common stock issued and outstanding.

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	(2)	Mr. Gurm is an officer and a director of the Company and the only person who owns more than five percent (5%) of any class of the Company's voting securities.
	(3)	Non-officer director owning less than 1%.

VOTING SECURITIES

The authorized share capital of the Company is 505,000,000 shares of which 500,000,000 of those shares are common stock with a $0.001 par value per share, and 5,000,000 of those shares are preferred stock with a par value of $0.001 per share.

As of March 11, 2025, there were 127,009,013 shares of the Company's common stock issued and outstanding, each of which carries the right to one vote on all matters that may come before the Meeting. As of March 11, 2025, no shares of the Company’s preferred stock were issued and outstanding.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the informational requirements of the Exchange Act, as amended. The Company files reports, proxy statements and other information with the SEC. The SEC maintains an Internet website, located at www.sec.gov that contains reports, proxy statements and other information regarding companies and individuals that file electronically with the SEC.

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, is available online at: https://www.sec.gov/Archives/edgar/data/1172069/000164033424001124/ptos_10k.htm . Our Annual Report does not constitute a part of the proxy soliciting material. A copy of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, including financial statements but without exhibits, is available without charge to any person whose vote is solicited by this proxy upon written request to P2 Solar, Inc., 13718 91st Ave, Surrey, British Columbia, V3V 7X1, Attention: Corporate Secretary. Copies also may also be obtained through the SEC's web site at www.sec.gov, and Canadian Securities Regulator’s SEDAR web site at www.sedarplus.ca.

	BY ORDER OF THE BOARD OF DIRECTORS OF P2 SOLAR, INC.
Date: March 15, 2025
	/s/ Raj-Mohinder Gurm
	Raj-Mohinder Gurm Chief Executive Officer, and President

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ANNEX “A”

BYLAWS

OF

P2 SOLAR, INC.

(Delaware Corporation)

Table of Contents

TABLE OF CONTENTS

ARTICLE I – Offices		1
	Section 1.01 Registered Office	1
	Section 1.02 Other Offices	1
ARTICLE II -Meetings of the Stockholders		1
	Section 2.01 Place of Meetings	1
	Section 2.02 Annual Meeting	1
	Section 2.03 Special Meetings	1
	Section 2.04 Adjournments	2
	Section 2.05 Notice of Meetings	2
	Section 2.06 List of Stockholders	2
	Section 2.07 Quorum	3
	Section 2.08 Organization	3
	Section 2.09 Voting; Proxies	3
	Section 2.10 Inspectors at Meetings of Stockholders	4
	Section 2.11 Fixing the Record Date	5
	Section 2.12 Advance Notice of Stockholder Nominations and Proposals	5
ARTICLE III – Board OF DIRECTORS		12
	Section 3.01 General Powers	12
	Section 3.02 Number; Term of Office	12
	Section 3.03 Qualification	12
	Section 3.04 Newly Created Directorships and Vacancies	12
	Section 3.05 Resignation	12
	Section 3.06 Removal	12
	Section 3.07 Fees and Expenses	12
	Section 3.08 Regular Meetings	12
	Section 3.09 Special Meetings	12
	Section 3.10 Manner of Participation	12
	Section 3.11 Adjourned Meetings	13
	Section 3.12 Notices	13
	Section 3.13 Waiver of Notice	13
	Section 3.14 Organization	13
	Section 3.15 Quorum of Directors	13
	Section 3.16 Action by Majority Vote	13

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	Section 3.17 Directors’ Action Without Meeting	13
	Section 3.18 Chair of the Board	14
	Section 3.19 Director Confidentiality	14
ARTICLE IV – Officers		14
	Section 4.01 Positions, Election and Enumeration	14
	Section 4.02 Term	14
	Section 4.03 Qualification	15
	Section 4.04 Chief Executive Officer	15
	Section 4.05 Vice Presidents	15
	Section 4.06 Chief Financial Officer	15
	Section 4.07 Secretary	16
	Section 4.08 Other Officers	16
	Section 4.09 Acting Officers & Temporary Delegation	16
	Section 4.10 Fidelity Bonds & Indemnification	16
	Section 4.11 Duty of Confidentiality	16
ARTICLE V – COMMITTEES OF THE BOARD		17
	Section 5.01 General Provisions	17
	Section 5.02 Powers	17
	Section 5.04 Compensation and Nominating & Governance Committees	18
	Section 5.05 Committee Meetings & Quorum	18
	Section 5.06 Committee Chairpersons & Procedures	18
	Section 5.07 Review & Oversight of Committees	19
	Section 5.08 Committee Charters	19
ARTICLE VI – INDEMNIFICATION		19
	Section 6.01 Indemnification	19
	Section 6.02 Advancement of Expenses	19
	Section 6.03 Non-Exclusivity of Rights	19
	Section 6.04 Other Indemnification	20
	Section 6.05 Insurance	20
	Section 6.06 Repeal, Amendment, or Modification	20
	Section 6.07 Contribution	20
	Section 6.08 Indemnification of Witnesses	20
	Section 6.09 Successors and Benefit of Indemnification	20
	Section 6.10 Priority of Indemnification and Subrogation	20
ARTICLE VII - Stock Certificates and Their Transfer		21
	Section 7.01 Certificates of Stock; Uncertificated Shares	21

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	Section 7.02 Transfers of Stock	21
	Section 7.03 Registered Shareholders	21
	Section 7.04 Transfer Agents and Registrars	22
ARTICLE VIII - General Provisions		22
	Section 8.01 Seal	22
	Section 8.02 Fiscal Year	22
	Section 8.03 Checks, Notes, Drafts, Etc.	22
	Section 8.04 Conflict with Applicable Law or Certificate of Incorporation	22
	Section 8.05 Books and Records	23
	Section 8.06 Exclusive Jurisdiction of Delaware Courts or the United States Federal District Courts	23
	Section 8.07 Dividends	23
	Section 8.08 Execution of Instruments	24
	Section 8.09 Corporate Indebtedness	24
	Section 8.10 Deposits	24
	Section 8.11 Sale, Transfer, Etc. of Securities	24
	Section 8.12 Voting as Stockholder	24
	Section 8.13 Time Periods	24
	Section 8.14 Signatures	24
	Section 8.15 Electronic Communications and Notice	25
ARTICLE IX – EMERGENCY BYLAWS		25
	Section 9.01 Activation of Emergency Bylaws	25
	Section 9.02 Emergency Powers of the Board	25
ARTICLE X – Amendments		25
	Section 10.0 Amendment by Directors	25
	Section 10.1 Amendment by Stockholders	25

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BYLAWS OF P2 SOLAR, INC.

ARTICLE I - OFFICES

Section 1.01 Registered Office. The registered office of P2 Solar, Inc. (the “Company”) will be fixed in the Certificate of Incorporation of the Company (the “Certificate of Incorporation”).

Section 1.02 Other Offices. The Company may have other offices, both within and without the State of Delaware, as the board of directors of the Company (the “Board”) from time to time shall determine or the business of the Company may require.

ARTICLE II -MEETINGS OF THE STOCKHOLDERS

Section 2.01 Place of Meetings. Meetings of stockholders may be held in person, virtually, or as hybrid meetings, as determined by the Board and stated in the notice of meeting, provided that stockholders participating remotely must have an opportunity to vote and participate as required under DGCL §211.

Section 2.02 Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting in accordance with these bylaws shall be held at such date, time, and place, if any, as determined by the Board and stated in the notice of the meeting.

Section 2.03 Special Meetings.

(a)

Purpose. Special meetings of the stockholders may only be called:

	(i)	by the Board; or
	(ii)	by the Secretary (as defined in Section 4.01), upon the written request of stockholders holding at least 15% of the outstanding shares entitled to vote.

(b)

Notice. A request to the Secretary shall be delivered to him or her at the Company’s principal executive offices and signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth:

	(i)	a brief description of each matter of business desired to be brought before the special meeting;
	(ii)	the reasons for conducting such business at the special meeting;
	(iii)	the text of any proposal or business to be considered at the special meeting (including the text of any resolutions proposed to be considered and in the event that such business includes a proposal to amend these bylaws, the language of the proposed amendment).

	(c)	Business. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the special meeting request; provided, however, that nothing herein shall prohibit the Board from submitting matters to the stockholders at any special meeting requested by stockholders.
	(d)	Time and Date. A special meeting requested by stockholders shall be held at such date and time as may be fixed by the Board; provided, however, that the date of any such special meeting shall be not more than 90 days after the request to call the special meeting is received by the Secretary. The Board shall call a special meeting requested by stockholders unless prohibited by applicable law or the request is substantially duplicative of matters already acted upon in the past 90 days.   The Board may not deny a properly requested special meeting based solely on its discretionary judgment., as amended and the rules and regulations promulgated thereunder.

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(e)

Revocation. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary, and if, following such revocation, there are unrevoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board, in its discretion, may cancel the special meeting.

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place (if any), date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), and means of remote communication, if any, of every meeting of stockholders shall be given by the Company not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder’s mailing address as it appears on the records of the Company and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law (“DGCL”). Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Stockholders. The Company shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of capital stock of the Company registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days before the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list was provided with the notice of the meeting; or (b) during ordinary business hours, at the principal place of business of the Company. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Company shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

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Section 2.07 Quorum. The presence, in person or by proxy, of one-third of outstanding shares entitled to vote shall constitute a quorum unless otherwise required by law or the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Organization. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in his or her absence or inability to act, the Chief Executive Officer (as defined in Section 4.01), or, in his or her absence or inability to act, the officer or director whom the Board shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board or prescribed by the chair of the meeting, may include, without limitation, the following:

	(a)	the establishment of an agenda or order of business for the meeting;
	(b)	the determination of when the polls shall open and close for any given matter to be voted on at the meeting;
	(c)	rules and procedures for maintaining order at the meeting and the safety of those present;
	(d)	limitations on attendance at or participation in the meeting to stockholders of record of the Company, their duly authorized and constituted proxies, or such other persons as the chair of the meeting shall determine;
	(e)	restrictions on entry to the meeting after the time fixed for the commencement thereof; and
	(f)	limitations on the time allotted to questions or comments by participants.

Section 2.09 Voting; Proxies.

	a.	General. Unless otherwise required by law or provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held by such stockholder.
	b.	Election of Directors. Unless otherwise required by the Certificate of Incorporation, the election of directors shall be by written ballot. If authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. Directors in uncontested elections shall be elected by a majority of votes cast; contested elections shall be determined by plurality vote. For purposes of this Section 2.09(b), a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee shall not be elected.

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	c.	Other Matters. Unless otherwise required by law, the Certificate of Incorporation, or these bylaws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.
	d.	Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such authorization may be in a writing executed by the stockholder or his or her authorized officer, director, employee, or agent. To the extent permitted by law, a stockholder may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that the electronic transmission either sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. A copy, facsimile transmission, or other reliable reproduction of the proxy authorized by this Section 2.09(d) may be substituted for or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile transmission, or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

Section 2.10 Inspectors at Meetings of Stockholders. In advance of any meeting of the stockholders, the Board shall, appoint one or more inspectors, who may be employees of the Company, to act at the meeting or any adjournment thereof and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors may appoint or retain other persons or entities to assist the inspector or inspectors in the performance of their duties. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspector or inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election. When executing the duties of inspector, the inspector or inspectors shall:

	(a)	ascertain the number of shares outstanding and the voting power of each;
	(b)	determine the shares represented at the meeting and the validity of proxies and ballots;

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	(c)	count all votes and ballots;
	(d)	determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and
	(e)	certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

Section 2.11 Fixing the Record Date.

	(a)	In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than twenty days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the determination of stockholders entitled to notice of or to vote at the adjourned meeting.
	(b)	In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 2.12 Advance Notice of Stockholder Nominations and Proposals.

(a)

Annual Meetings.

(i)

Nominations and Proposals. Nominations of individuals for election to the Board and the proposal of other business to be considered by the stockholders may only be made at an annual meeting of stockholders:

	a.	specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or any committee thereof; or
	b.	otherwise properly brought before the meeting by or at the direction of the Board or any committee thereof; or
	c.	by any stockholder of the Company who (A) is a stockholder of record both at the time of giving notice and at the time of the annual meeting, (B) is entitled to vote at the meeting, and (C) complies with the requirements of this Section 2.12(a).

The foregoing clause (c) shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Company’s notice of meeting) before an annual meeting of stockholders.

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(ii)

Advance Notice Period. o be considered timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Company not earlier than 120 days and not later than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that:

	a.	If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be received not later than the 10th day following the date on which public announcement of the date of the meeting is first made by the Company.
	b.	The Board, in its discretion, may extend this deadline in the event of extraordinary circumstances..

(iii)

Form of Notice. To be in proper form, such stockholder’s notice, whether given pursuant to Section 1.12(a)(ii) for annual meetings, or Section 1.12(b) for special meetings, shall set forth:

a.

As to each individual whom the stockholder proposes to nominate for election or reelection as a director,

	A.	Full name, age, business and residence address,
	B.	Number of shares of Common Stock beneficially owned and acquisition details,
	C.	A statement regarding whether the nominee is independent under applicable stock exchange listing standards and other relevant governance rules,
	D.	A description of all direct and indirect compensation and agreements between the nominee and the proposing stockholder or any Stockholder Associated Person (as defined below),
	E.	All other information required under Regulation 14A under the Exchange Act, including a written consent by the nominee to be named in the proxy statement and to serve if elected, and
	F.	Any other information reasonably requested by the Company to assess the nominee’s independence or potential conflicts of interest;

b.

As to any other business other than a nomination of a director that the stockholder proposes to bring before the meeting:

	A.	A brief description of the proposed business and the reasons for proposing it,
	B.	Any material interest of the stockholder and any Stockholder Associated Person in the proposal.
	C.	The text of any resolutions proposed for consideration.

c.

As to the stockholder giving the notice and any Stockholder Associated Person:

	A.	Name and address as they appear on the Company’s books.
	B.	Number of shares of Common Stock owned (both beneficially and of record).
	C.	Disclosure of any Derivative Instruments, options, warrants, or other financial instruments related to the Company’s stock.