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

On February 7, 2023, the Board of Directors (the "Board") of Power Americas Resource Group Ltd. (the "Company") elected Mr. Prabhu Rajendiran as an independent director, to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed. Additionally, Mr. Rajendiran has been appointed to serve as a member of the Corporation's Audit Committee to serve until the next annual meeting of the Corporation or until his respective successor is duly appointed.

Mr. Prabhu Rajendiran is a Chartered Accountant and Fellow Member of the Institute of Chartered Accountants of India (ICAI) and Associate Member of the Institute of Cost Accountants of India (ICMAI) and founder of a Chartered Accountant Firm S Janarthanam and Co, located in Chennai, Tamil Nadu, India. He is an established tax professional with over 12 years of service experience. During this time, he has handled a wide range of assignments across direct tax, indirect tax matters and has developed strong relationships with senior client stakeholders. Mr. Rajendiran has worked extensively with large domestic companies and multinational entities in setting up or rationalizing business models and nationwide distribution structures. His specific areas of expertise are Direct tax, Indirect tax and Companies Act with special focus on handling Income Tax Assessments, GST Assessments, Companies Act related matters and analyzing risk in various industries via Manufacturing, Media, Hotel, Education, Automobile and Service Industries.

The board of directors of the Company has affirmatively determined that Mr. Rajendiran 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.

Other than the foregoing, Mr. Rajendiran 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. Rajendiran's election is attached hereto as Exhibit 99.1 and incorporated by reference herein.




Item 8.01. Other Events.

Establishment of Audit Committee and Adoption of Audit Committee Charter.

On February 7, 2023, the Board established an audit committee (the "Audit Committee") and approved and adopted a charter (the "Audit Committee Charter") to govern the Audit Committee, copy of which is attached hereto as Exhibit 99.2. The general purpose of the Audit Committee, as set forth in the Audit Committee Charted is to: (i) oversee the accounting and financial reporting processes of Corporation's, oversee the Corporation's systems of internal controls over financial reporting, and facilitate independent external audits of the Company's consolidated financial statements; (ii) oversee the Company's relationship with its independent auditors, including appointing or changing the Company's auditors and ensuring their independence; and, (ii) provide oversight regarding significant financial matters, including the Company's tax planning, treasury policies, dividends and share issuance and repurchases.

Additionally, the board of directors appointed the following persons as the initial members of the Corporation's Audit Committee:





    1.  Mr. Ramasamy Balasubramanian, the Corporation's current Chief Financial
        Officer

    2.  Mr. Kumar Elumalai, an independent member of the Corporation's Board of
        Directors

    3.  Mr. Prabhu Rajendiran is, an independent member of the Corporation's Board
        of Directors





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Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description

  99.1          Press Release dated February 8, 2023.

  99.2          Audit Committee Charter

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)





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