Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 2, 2023, the Board of Directors (the "Board") of Power Americas Resource Group Ltd. (the "Company") elected Mr. Kumar Elumalai as an independent member to the Company's Board of Directors, to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed.

Mr. Elumalai is a Practicing Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and founder of a Chartered Accountant Firm N. Naresh and Co, located in Chennai, Tamil Nadu, India. Since 2007, Mr. Elumalai has been a Practicing Chartered Accountant with N. Naresh and Co., located in Chennai, Tamil Nadu, India., an accountancy firm of which he was also a founder. N. Naresh and Co. is a leading chartered accountancy firm rendering comprehensive professional services which include audit, management consultancy, tax consultancy, accounting services, Stock audit services. Mr. Elumalai specializes in taxation with over 25 years of professional services experience, during this time, he has handled a wide range of assignments across direct tax, indirect tax matters as well as cross border transactions and has developed strong relationships with senior client stakeholders. He has extensively worked with large domestic companies and multinational in setting up or rationalizing business models and nationwide distribution structures, including cross border trade flows and setting up operations in India. Additionally, he is a member of the Board of Directors of Orscheln Technologies Private Limited, (a US Based Company), located in Chennai, Tamil Nadu, India since 2017.

The board of directors of the Company has affirmatively determined that Mr. Elumalai meets the applicable standards for an independent director under both the rules of the New York Stock Exchange and Rule 10A-3 under the Securities Exchange Act of 1934. Mr. Elumalai will not be compensated by the Company for his services as a director and he has not entered into an employment agreement with the Company.

Other than the foregoing, Mr. Elumalai is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is either party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

A copy of the Company's press release announcing Mr. Elumalai's election is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

  99.1          Press Release dated February 2, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)





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