Directors Report of Mercury Ev-Tech Ltd.

Mar 31, 2025

Your directors are pleased to present the 39th Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of your Company for the financial year ended March 31, 2025 ("Financial Year 2024-2025").

1 FINANCIAL RESULTS

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations 2015") and the provisions of the Companies Act, 2013 ("Act"):

(Rs. in Lakhs)
Particulars	Standalone Basis		Consolidated Basis
For the year ended March 31	2025	2024	2025	2024
Revenue from Operations	6764.27	1918.05	8963.64	2202.25
Other Income	142.41	50.22	345.40	50.27
Earnings before interest tax depredation and amortisation (EBITDA)	951	353.04	1,156.82	341.63
Finance Costs	62.81	20.45	75.37	20.58
Depredation and Amortization	56.13	23.79	87.17	32.32
Profit Before Tax (PBT)	832.06	308.80	994.28	288.73
Tax Expense	193.48	89.53	224.58	89.53
Net Profit	638.58	219.27	769.70	199.20

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use.

The management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis, which are subject to limited review and publishes consolidated and standalone audited financial results annually.

COMPANY''S PERFORMANCE

STANDALONE OPERATIONS

Total Revenue from Operations increased by 252.66 % to Rs. 6764.27 Lakhs against Rs.1918.05 Lakhs of the previous year.

Earnings before interest tax depreciation and amortisation (EBITDA) increased by 169.37 % to Rs.951 Lakhs against Rs. 353.04 Lakhs of the previous year.

Profit Before Tax (PBT) increased by 169.45 % to Rs.832.06 Lakhs against Rs. 308.80 Lakhs of the previous year. Net Profit increased by 191.22 % to Rs.638.58 Lakhs against Rs. 219.27 Lakhs of the previous year CONSOLIDATED OPERATIONS

Total Revenue from Operations increased by 307.02 % to Rs. 8963.64 Lakhs against Rs. 2202.25 Lakhs of the previous year.

Earnings before interest tax depreciation and amortisation (EBITDA) increased by 238.68 % to Rs. 1,156.82 Lakhs against Rs. 341.63 Lakhs of the previous year.

Profit Before Tax (PBT) increased by 244.37 % to Rs. 994.28 Lakhs against Rs.

288.73 Lakhs of the previous year.

Net Profit increased by 286.40 % to Rs. 769.70 Lakhs against Rs.199.20 Lakhs of the previous year.

2) AMOUNT TRANSFERRED TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.

3) CHANGE OF REGISTERED OFFICE:

During the year under review, there was change in address of Registered office of the Company, The Board of Directors of the Company in their meeting held on November 07,2024 has decided to shift the Registered Office and the Members of the Company in their meeting held on November 30,2024 has approved the shifting of Registered office of the Company from Plot No. 367-368, Por-Ramangamdi, Por GIDC, Vadodara, Gujarat to Block No. 28, Vill-Manglej, Ta-Karjan, Di-Vadodara, 391243 outside the local limits of the city but within same state.

4) SHARE CAPITAL

Authorised Share Capital

During the year under review, there is no change in the Authorised share capital of the Company. The Authorised share capital of the company is Rs. 48,00,00,000/- divided into 48,00,00,000 Equity Shares having face Value Rs.1/- Each .

Issued, Paid Up and Subscribed Share Capital

During the Financial year 2024-2025, the company had issued and allotted 1,44,25,666 equity shares on preferential basis on November 07, 2025 and the paid up share capital has been increased from Rs.17,55,47,392/- to Rs.18,99,73,058/-

The current issued, Paid up and subscribed share capital of the Company is Rs.18,99,73,058/- divided into 18,99,73,058 equity shares shares of face value of Rs.1/- each.

5) PREFRENTIALISSUE

During the year, the members of the company had passed Special resolution in the Extra Ordinary General Meeting held on October 12, 2024 and approved to issue and allotment of 4,53,00,000 Convertible warrants at a price of Rs. 75 /- per Warrant , convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Re.1/- (Rupee One Only) each at a premium of Rs. 74 /- per share.

The said warrants are yet to convert i nto the equity shares of the company.

Further the members of the company had passed Special resolution in the Extra Ordinary General Meeting held on October 12, 2024 and approved to issue and allotment of 1,44,25,666 Equity Shares at a price of Rs. 75/-per Equity shares having face Value of Re.1/- (Rupee One Only) each at Premium of Rs. 74 /- per share to the Promoters and Non -Promoter group.

Further the Company got Listing approval from BSE Limited for warrants and Equity shares on December 24,2024 and the Company had received Trading Approval for Equity shares on January 10,2025.

6) DIVIDEND

Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2025.

7) DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements and forms a part of this Annual Report.

9) INSURANCE

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

10) ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Vishwas Sharma & Associates, Practicing Company Secretaries (Membership Number:- F12606 and COP Number:-16942 as a Secretarial Auditor has been submitted to the Stock Exchanges.

11) MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V ofthe Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations, 2015") forms part ofthis Annual Report. The said comments are disclosed inAnnexure-A.

12) DIRECTORS

As of March 31, 2025, your Company''s ("Board") had Eight Directors comprising of 2 Executive Director and 6 NonExecutive Directors out of which 4 Directors are Independent Directors. The Board has One Woman Independent Director as on March 31,2025. The details of Board and Committees composition, tenure of Directors,areas of expertise and other details are available in the Corporate Governance Report, which forms part ofthis Annual Report.

The Brief Details regarding the Directors of the company are as follows:

The Board consists of following Directors as on 31.03.2025:
Sr. No	Name of Director	Designation
1	Mr.Jayesh Raichandbhai Thakkar (DIN: 01631093 )	Chairman and Managing Director
2	Mr. Darshankumar Jitendra Shah (DIN- 08687729)	Executive Director
3	Mr. Ajay Ramkrishna Shukla ( DIN- 10714665)	Non-Executive - Independent Director
4	Mr.Dinesh Kumar Sinha (DIN - 10322097)	Non-Executive - Independent Director
5	Mr.Sachin Shivaji Wagh (DIN - 01056774)	Non-Executive - Independent Director
6	Mr. Lalit Vitthal Waankhede (DIN - 00556938)	Non-Executive - Non Independent Director
7	Ms.Manshi Jain (DIN - 09533465)	Chairperson (Upto April 26,2025)
8	Mr. Arif Rajjak Sayyad (DIN - 07896017)	Non-Executive - Non Independent Director (Upto April 26,2025)

Ms. Mansi Jain was the Chairperson as on March 31,2025.Further she tendered her Resignation from the post of Independent Director. Pursuant to her Resignation Mr.Jayesh Raichandbhai Thakkar was appointed as Chairman of the Company w.e.f April 27,2025 & Mrs.Riya Sharma (DIN-11208483) was appointed as Independent Director of the company w.e.f July 24,2025.

Details of Key Managerial Personnel:
Sr. No	Name of Director	Designation
1	Mr. Jayesh Raichandbhai Thakkar	Managing Director
2	Mrs.Charmy Milind Joshi	Company Secretary and Compliance Officer
3	Mr. Dhruv Deepak Yardi	Chief Financial Office r

13) CHANGES IN DIRECTOR

1. During the year, Mr.Arif Rajjak Sayyad was appointed as Non-Executive & Non -Independent Director. Further pursuant to section 161 (1) of companies Act 2013 the term of Mr.Arif Rajjak Sayyad completed on September 30,2024 and was re-appointed in Board Meeting held on September 30,2024. Further, after end of Financial year, he had tendered his resignation on April 26, 2025.

2. During the year, Mr.Ajay Ramkrishna Shukla was appointed as Non-Executive & Independent Director. Further pursuant to section 161 (1) of companies Act 2013 the term of Mr. Ajay Ramkrishna Shukla completed on September 30,2024 and was re-appointed in Board Meeting held on September 30,2024.

3. During the year, Mr. Jayesh Raichandbhai Thakkar was appointed as a Managing Director ofthe Company, for a period of 3 (three) years with effect from November 07, 2024 to November 06, 2027.

4. Mr. Harit Gopal Shah had tendered his Resignation on November 14,2024 due to engagement in other assignments and continuous travelling schedule.

5. Mr Kavit Jayeshbhai Thakkar had tendered his Resignation on November 14,2024 due to pre-occupation.

6. After Completion offinancial year 2024-2025 Ms. Manshi Jain has tendered her resignation on April 26, 2025.

14) RE-APPOINTMENT OF DIRECTORS WHO RETIRES BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association ofthe Company, Mr. Darshankumar Jitendra Shah (DIN: 08687729) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

15) DECLARATION FROM INDEPENDENT DIRECTORS

The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the proficiency). In terms of Regulation 25(8) of the Listing

Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and that they are independent ofthe management.

16) COMMITTEES OF BOARD

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, are given in the Corporate Governance Report, which forms part ofthis Annual Report.

17) BOARD EVALUATION

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects ofthe functioning ofthe Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the Director, understanding of the Company''s business, etc.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

18) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board, to the best of their knowledge and based on the information and explanations received from your Company, confirm that:

1. In the preparation of the annual financial statements, the applicable accounting standards accounts of the company has been prepared on a going concern basis by the directors ofthe company.

2. In the preparation of the accounts, the director of the company has followed the applicable accounting standards and has provided proper explanations for any material departures from those standards.

3. Proper accounting policies has been selected and applied them constantly by the directors ofthe company, further he has made reasonable and prudent judgements to give a true and fair view of the state of affairs of the company.

4. The directors ofthe company have selected and consistently applied proper accounting policies, and have made reasonable and prudent judgments in order to give a true and fair view of the state of affairs of the company at the end of the financial year.

5. Proper and sufficient care has been take by the directors of the company for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

6. In the case of a listed company, the directors have established and implemented Internal Financial Controls that are adequate and operating effectively.

Internal financial control means the policies and procedures adopted by a company to provide reasonable assurance regarding the achievement of the following objectives:

â¢ The reliability offinancial reporting.

â¢ The effectiveness and efficiency of operations.

â¢ The compliance with applicable laws and regulations

â¢ The director has devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19) CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of Companies Act 2013, Corporate Social Responsibility is applicable to Companies having;

1. Turnover of Rupees 1000 Crore or more, or

2. Having Net Worth of Rupees 500 Crore or more, or

3. Having Net Profit of Rupees 5 Crore or more.

The Company does not fulfil any of the above criteria therefore provisions for related to Corporate Social Responsibility doesn''t apply to Mercury EV-Tech Limited.

20) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has zero tolerance with respect to Sexual Harassment at workplace. To this end, the Company has adopted the Prevention of Sexual Harassment ("POSH") policy to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral and the framework ensures complete anonymity and confidentiality. All employees (permanent, contractual, temporary, trainees) as defined under the POSH Act are covered in this Policy.

The Company has set up an Internal Complaints ("IC") Committee in compliance with the Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"), to redress complaints received regarding sexual harassment.

The POSH Policy of the Company is published on website of the company.

The status of complaints received under POSH and redressed by the Company, during financial year 2024-25, are given below:

There was no complaint outstanding / received from any employee during the financial year 2024-25 and hence, no complaint is pending as on March 31, 2025 for Redressal.

(a) Number of complaints received during the financial year 2024-25 - 0

(b) Number of complaints resolved during the financial year 2024-25 - 0

21) CORPORATEGOVERNANCE REPORT

The Report on Corporate Governance as required under Regulation 34 read with Schedule V ofthe SEBI (LODR) Regulations, 2015, forms part of this Annual Report as Annexure-B.

The certificate from Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 is attached to the Report on Corporate Governance.

22) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report is mandatory for Top 1000 Listed Companies according to Market Capitalization.

Mercury EV-Tech Limited doesn''t fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.

23) ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013, the draft annual return as on 31st March, 2025 prepared in accordance with Section 92(3) ofthe Act is made available on the website of your Company.

24) TRANSACTIONS WITH RELATED PARTY

Kindly refer Form AOC-2, attached herewith as Annexure-C.

25) PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the Financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

26) INTERNAL CONTROL SYSTEMS AN D TH EIR ADEQUACY :

Company has effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.

Our management assessed the effectiveness of the Company''s internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31st, 2025.

The internal control system provides for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board. Further the Company has in place adequate Internal Financial Controls with reference to

financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

27) SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :

The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

28) DISPUTE RESOLUTION MECHANISM (SMART ODR):

In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars & transfer agents and its shareholder(s)/investor(s), SEBI had issued a Standard Operating Procedure (''SOP'') vide Circular dated 30 May 2022. As per this Circular, shareholder(s)/ investor(s) can opt for Stock Exchange Arbitration Mechanism for resolution oftheir disputes against the Company or its RTA. Further, SEBI vide Circular dated 31 July 2023 (updated as on 20 December 2023), introduced the Online Dispute Resolution (ODR) Portal. Through this ODR portal, the aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform. The Company has complied with the above circulars and the same are available at the website of the Company.

29) AUDITORS & THEIR REPORT

STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. .Tejas K. Soni & Company, Chartered Accountants (FRN No- 135093W), were appointed as the Statutory Auditors of your Company in Financial Year 2024-2025 due to casual Vaccancy occurred due to Resignation of M/s . M Sahu & Co, Chartered Accountants (Firm Registration No. 130001W).

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

(ii) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 ofthe Act, read with the rules made thereunder, the Board had appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries (Membership Number:- F12606 and COP Number:-16942 as a Secretarial Auditor, to undertake the Secretarial Audit ofyour Company for the FY 2024-25.

The Secretarial Audit Report for the year under review is provided as Annexure-D of this report. The qualifications, reservations or adverse remarks mentioned in the said report along with the response provided by the Management are as follows:

Sr.no	Qualification	Management''s response
1	The Company has not submitted financial result of the Quarter ended on 31.03.2024 within 60 days of end offinancial year. The BSE has Imposed a fine of Rs.5900/-on the company	The Management has informed that the Board Meeting for approval of financial results was held within the prescribed time limit and alsothe results were uploaded on Stock Exchange within 30 minutes of Conclusion of Board Meeting, since the meeting concluded at 11.55 pm on May 30, the results were uploaded on Stock Exchange on 12:02:00 am and hence due to change of date, the stock Exchange has levied fine. The company has paid Fine
2	The Company has failed /made delay in submission of financial result under Regulation 33 within 30 minutes ofthe conclusion of the Board Meeting held on 14.11.2024 for the Quarter and half yearly ended on September 30,2025.	The Management has clarified that due to i n a dve rtence it is missed to attach Fina ncial Statement with the Board Meeting outcome held on November 14,2024. However, on the very next day the company has submitted the revised outcome along with the Financial Results. Further, we will make sure such error will not be repeated again in the future.
3	The Company has filled disclosure of Related Party Transactions on May 31,2024 for the Quarter ended on March 31,2024 i.e delay of one (1) day. Further the company has also submitted disclosure of related Party Transactions on November 16,2024 for the half year ended on September 30,2024 with Delay of two (2) days.	The Management has informed that the mistake was inadvertent in nature and company will be more cautious in future while complying applicable SEBI Regulations

iii ) INTERNAL AUDITOR

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section138 of the Companies Act 2013, has appointed M/s Shital Samriya, as an Internal Auditor of the Company.

30) SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

31) INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

32) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

33) VIGIL MECHANISM/WHISTLE BLOWER POLICY :

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism/

Whistle Blower Policy for directors, employees and other stakeholders to report

genuine concerns has been established. The same is uploaded on the website of the Company.

34) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-E and forms a part ofthis Report.

35) CODE OFCONDUCT

In compliance with the requirements of Regulation 17(5) of the SEBI Listing Regulations, the Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. This code is also posted on the website of the Company at https://mercuryevtech.com/documents/Disclosures%20under%20Regulation/

(d)%20Code%20of%20Conduct%20of%20Board%20of%20Directors%20and%20Senior%20Management%20Personnel/ Code%20of%20Conduct.pdf

36) MATERIAL ORDERS PASSED BY REGULATORY/COURT

There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and company''s operations in future.

37) FRAUD REPORTING

No fraud has been reported by the auditor under Section 143(12) of the Act to the Audit Committee of the Board.

38) CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company''s obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, regular trainings have been imparted to all designated persons by the Company.

39) MANAGERIAL REMUNERATION

Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-F.

40) SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLP ETC.

The Company has unlisted Subsidiaries and Associate Companies , details of which are as mentioned below, the company doesn''t have any Joint Venture during the year.

Details of Subsidiary Company, Associate Companies and LLP''s

Following are the subsidiary Company of Mercury EV-Tech Limited as on March 31, 2025: -

â¢ POWERMETZ ENERGY PRIVATE LIMITED

â¢ EV-NEST PRIVATE LIMITED

â¢ TRACLAXX TRACTORS PRIVATE LIMITED

â¢ HAITEK AUTOMATIVE PRIVATE LIMITED

â¢ DC2 MERCURY CARS PRIVATE LIMITED

The annual accounts of Subsidiary Companies are available for inspection by any Member at the registered office of the Company and interested Member may obtain it by writing to the Company Secretary of the Company. During the year under review, Powermetz Energy Private Limited has been identified as Material Subsidiary in accordance with Regulation 16 of Listing Regulations.

The Financial Information of the Subsidiary Companies as required pursuant to section 129(3) of the Companies Act, 2013 read with applicable provisions of Companies (Account) Rules 2014 is set out in Form No. AOC-1 is annexed as an Annexure-G to this report.

41) AMALGAMTION / MERGERS

Scheme of Arrangement is filed between EV NEST PRIVATE LIMITED (Transferor Company) and MERCURY EV-TECH LIMITED (Transferee Company) before the national company law tribunal bench at Ahmedabad which was admitted on March 29th, 2024 EV NEST PRIVATE LIMITED (Transferor Company) a company incorporated under the provisions of Companies Act, 1956 (CIN: U45209GJ2015PTC083192) and having its Registered Office at 902, Galav Chambers Sayajigunj Baroda Vadodara GJ 390020, in the State of Gujarat.

In the above scheme of arrangement All the assets and liabilities of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded in the books of accounts of the Transferee. Also, please note on 12.09.2025, NCLT has approved the said scheme of amalgamation and the Company is in process of completing the rest of the procedures for making the scheme effective.

42) RISK MANAGEMENT

The Company has framed a risk management policy containing the elements of various risks and implementation strategy to mitigate those risks. The risk management framework is reviewed periodically by the Board.

43) POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION

The Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3)(e) of the Act is available at https://mercuryevtech.com/documents/Disclosures%20under%20Regulation/ (b)%20Terms%20and%20conditions%20of%20appointment%20of%20independent%20directors/ Terms%20of%20Appointment%20of%20Independent%20Di rector.pdf

44) DIRECTORS & OFFICERS LIABILITY INSURANCE

Directors & Officers (D&O) Liability Insurance is not applicable to your company

45) MATERIAL CHANGES AFTER END OF FINANCIAL YEAR

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

46) MATERNITY BENEFITS AND ENTITLEMENTS PROVIDED TO FEMALE EMPLOYEES

During the year under review, your Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including amendments thereto.

Your Company remains committed to creating an inclusive and supportive

environment for women, especially during and after pregnancy, to ensure their health, dignity, and continued career growth.

47) CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no material change(s) in the business of the Company or in the nature of business carried by the Company.

ACKNOWLEDGMENT

Your directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

Mar 31, 2024

Your Directors are pleased to present their report on the business and operations of your Company along with the audited accounts of your Company for the year ended March 31, 2024.

1. FINANCIAL RESULTS ('' in Lakhs)

Particulars	Standalone Basis		Consolidated Basis
For the year ended March 31	2024	2023	2024	2023
Revenue from Operations	1918.05	1341.64	2202.25	1609.70
Other Income	50.22	4.06	50.27	4.56
Profit before depreciation, interest and tax	353.04	116.10	341.62	169.12
Finance Costs	20.45	2.05	20.58	2.17
Depreciation and Amortization	23.79	4.92	32.31	6.45
Profit Before Tax (PBT)	308.80	109.13	288.73	160.50
Tax Expense	89.53	21.13	89.53	21.13
Net Profit	219.27	88.00	199.20	139.37

1. Companyâs Performance

On Standalone Basis

> Total Revenue from operations increased by 42% to Rs. 1918.05 Lakhs against Rs. Rs. 1341.64 Lakhs of the previous year.

> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 204% to Rs. 353.04 Lakhs against Rs. 116.10 Lakhs of the previous year.

> Profit Before Tax (PBT) increased by 182.97% to Rs.308.80 Lakhs against Rs. 109.13 Lakhs of the previous year.

> Net Profit increased by 149.17% to Rs. 219.27 Lakhs against Rs. 88.00 Lakhs of the previous year.

On Consolidated Basis

> Total Revenue from operations increased by 36% to Rs. 2202.25 Lakhs against Rs. Rs. 1609.70 Lakhs of the previous year.

> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 102% to Rs. 341.62 Lakhs against Rs. 169.12 Lakhs of the previous year.

> Profit Before Tax (PBT) increased by 80% to Rs.288.73 Lakhs against Rs. 160.50 Lakhs of the previous year.

> Net Profit increased by 43% to Rs. 199.20 Lakhs against Rs. 139.37 Lakhs of the previous year.

2. TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.

3. SHARE CAPITAL Authorised Capital:

During the year under review, there is no change in the Authorised share capital of the Company. The Authorised share capital of the company is 48,00,00,000.

Issued, Subscribed and Paid-up Capital:

During the Financial Year 2023-2024, the Company had issued and allotted 86,80,000 Equity Shares on Preferential Basis for the price of Rs. 33 per share (including premium of Rs.32 per equity share). Hence the Issued, Paid-up and

Subscribed capital has increased from Rs. 16,68,67,392 to Rs. 17,55,47,392 divided into 17,55,47,39 2 Equity Shares of Rs.1 each.

4. PREFRENTIAL ISSUE

The Company has issued and allotted 86,80,000 (Eighty Six Lakhs Eighty Thousands) fully paid- up equity share of the Company having face value of Re. 1/- (Rupee One Only) (âEquity Shareâ) each at an issue price of Rs. 33/- per equity share including premium of Rs. 32/- each on preferential basis to promoter group and non promoters by obtaining Shareholders approval through Special Resolution in the 37^th Annual General Meeting held on 30^th September, 2023. These shares are ranking pari-passu with the old equity shares of the company. It is to be informed that during the year, the Company has received Listing and trading permission of total 86,80,000 Equity shares BSE Limited and the said shares are permitted to trade on the BSE limited w.e.f. January 17, 2024.

5. DIVIDEND

Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31, 2024.

L DEPOSITS

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of section 186 of the Companies Act, 2013, the Company has not given guarantees, however the company has made Loans as detailed in note no. 05 of Financial Statement of the company and made investment as detailed in note no. 04 of Financial Statement of the company which are within the limits of Section 186 of the Act.

8. INSURANCE

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

L MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations, 2015â) forms part of this Annual Report. The said comments are disclosed in Annexure-A.

10. DIRECTORS

As of March 31, 2024 your Companyâs (âBoardâ) had seven Directors comprising of two Executive Directors and five NonExecutive Directors out of which 3 Directors are Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The Brief Details regarding the Directors of the company are as follows:

Mr. Kavit Jayeshbhai Thakkar (DIN-06576294) has Completed his Management graduation in âInnovation & Entrepreneurshipâ from Symbiosis Institute of Business Management, Pune. His core area of expertise is in innovation and entrepreneurship since many years. He was appointed as director in category of Executive Director in the Company he is liable to be retire by Rotation.

Mr. Darshan Jitendra Shah (DIN-08687729) had completed his graduation from Gujarat in Bachelor of Business Administration. He possesses experience of more than 10 years in the field of solar battery, finance. He was appointed on October 03, 2022, as Director in the capacity of Additional director Executive Director he is liable to be retire by rotation. The Company has regularised him by taking approval of Shareholders through Ordinary Resolution with effect from October 03, 2023 through postal Ballot.

Ms. Manshi Abhay Jain (DIN-09533465) has done graduation in B.Com. from Vikram University, Madhya Pradesh. She has vast knowledge in accounts and has worked with well-known multinational companies. She also has experience of networking and as relationship manager. She was appointed as Director in Category of Non-Executive, Independent Director for the term of 5 years with effect from April 05,2022.

Mr. Dinesh Kumar Sinha (DIN-10322097) is Post Diploma in Sales and Marketing management and Diploma in Automobile Engineering. He has total experience of 45 years. He is Consultant to numbers of Automobile companies involved in manufacturing and marketing of Electric / Petrol 3 - wheelers and electric two wheelers besides Attached to Mahindra First Choice services as Network development Advisor. He is also Human resource consultant to M/s Precision tune a multibrand car workshop, Nigeria. He was appointed as a director in category of Non-Executive, Independent Director in the Company for a period of 5 Years with effect from October 26, 2023.

Mr.Harit Gopalbhai Shah (DIN-06975567) is an Engineering graduate with Decades of experience in E.V Manufacturing and Renewable Energy Sector. He is very Innovative and a hard-core technocrat. His vision is to establish an E-mobility ecosystem in the country. He has forayed into charging infrastructure, battery manufacturing, mass supply chain and logistics solutions. He has keen interest and expertise in the areas of E.V. Manufacturing and Renewable Energy Sector. Initially he was appointed as director on July 01,2022 and further he resigned on October 03,2022.

He was further re-appointed as an Additional director in category of Non-Executive -Non-Independent Director in the Board Meeting dated June 27 ,2023. In 37^th AGM of the Company his appointment was regularised by the Members of the Company and was appointed as Non-Executive, Non-Independent Director and he is liable to be retire by Rotation.

Mr. Lalit Vithhal Waankhede (DIN-00556938) has completed his B.tech & LCA from Indian Institute of Technology, Mumbai, a professional Engineer since 28 years in the field of in Design, Development, Techno Commercial Operations & General Management. Having competence in proven record of accomplishment of handling green field project and establishing independent profit centre for Multinational Company from scratch. He was appointed as a director in category of Non- Executive, Non- Independent Director in the Company with effect from January 25, 2024 and he is liable to be retire by Rotation.

Mr. Sachin Shivaji Wagh (DIN- 01056774) has completed his MBA in Finance from Maharashtra having experience of 26 years in the field of He has an experience in the field of Finance and business management. He has a vast experience of raising the funds of Working Capital Finance, Project Term loans etc. He was appointed as a director in category of Non- Executive, Independent Director in the Company for a period of 5 Years with effect from January 25, 2024.

Following changes were made in the Board of the Company after the end of Financial Year:-

1. Mr. Arif Rajjak Sayyad, was appointed as Additional Director under the category of Non-Executive, Non-Independent Director of the Company w.e.f. 13.08.2024. However, pursuant to section 161(1) of Companies Act, 2013 the Additional Director could hold office only upto the ensuing annual general meeting or the last date on which the annual general meeting should have been held (in our case it is 30.09.2024), whichever is earlier. Further, the Company has been granted extension of AGM from the Registrar of Companies to hold AGM and hence the tenure of Mr. Arif Rajjak Sayyad ceased on September 30, 2024 after closure of business hours. On the recommendation of the Nomination & Remuneration Committee, the Board had considered and appointed Mr. Arif Rajjak Sayyad, as an Additional Director of the Company with effect from October 01, 2024 under the Category of Non-Executive Non -Independent Director and he is liable to be retire by Rotation.

2. Mr.Ajay Ramkrishna Shukla, was appointed as Additional Director under the category of Non-Executive, Independent Director of the Company w.e.f. 13.08.2024.However, pursuant to section 161(1) of Companies Act, 2013 the Additional Director could hold office only upto the ensuing annual general meeting or the last date on which the annual general meeting should have been held (in our case it is 30.09.2024), whichever is earlier. Further, the Company has been granted extension of AGM from the Registrar of Companies to hold AGM and hence the tenure of Mr. Ajay Ramkrishna Shukla will ceased on September 30, 2024 after closure of business hours. On the recommendation of the Nomination & Remuneration Committee, the Board had considered and appointed Mr. Ajay Ramkrishna Shukla as an Additional Director of the Company with effect from October 01, 2024 under the Category of Independent Director for the second term of 5 years and the Company has hereby sought the approval from shareholders (resolutions set out in the Notice of AGM) to regularize their appointment.

3. Mr. Jayesh Raichandbhai Thakkar was appointed as an Additonal Director of the Company under the category of Executive Director with effect from November 07, 2024 and the Company has hereby sought the approval from shareholders (resolutions set out in the Notice of AGM) to regularize their appointment.

4. Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) as a Managing Director of the Company, for a period of 3 (three) years with effect from November 07 ,2024 to November 06, 2027, on such terms and conditions as set out in the Explanatory Statement annexed to the Notice of AGM

H CHANGES IN DIRECTOR

During the year there were following change in Board Composition:

Mr. Harit Gopalbhai Shah (DIN: 06975567) was appointed as a director in the category of Non-Executive, NonIndependent Director of your Company w.e.f. June 27, 2023. His appointment was approved by the shareholders by passing ordinary resolution in the Annual General Meeting held on September 30, 2023.

Mr. Dinesh Kumar Sinha (DIN: 10322097) was appointed as an additional director in the Board Meeting held on October 26, 2023 in the category of Non-Executive, Independent Director of your Company and whose appointment was further regularised by the shareholders of the Company by passing a resolution through Postal Ballot on January 25, 2024.

Mr. Kavit Jayeshbhai Thakkar (DIN-06576294) had tendered his resignation from the post of Managing Director of the company from 26^th October,2023 due to some other Professional Commitments however he continues to be the Director and CEO of the Company.

Mr. Jayesh Vimal Chellani (DIN-08453809) had tendered his resignation from the directorship of the Company with effect from his Resignation Letter dated December 23, 2023 due to some other Professional Commitments.

Mr.Lalit Vitthal Waankhede (DIN: 00556938) was appointed as a Director in the category of Non-Executive, Non-Independent of your Company w.e.f. January 25, 2024. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on January 25, 2024.

Mr. Sachin Shivaji Wagh (DIN: 01056774) was appointed as a director in the category of Non-Executive, Independent of your Company w.e.f. January 25, 2024. His appointment was approved by the shareholders by passing a resolution through Postal Ballot on January 25, 2024.

12. RETIREMENT OF DIRECTOR BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Darshankumar Jitendra Shah (DIN: 0 8 687729) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

13. DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company. The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the proficiency). In terms of Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are independent of the management.

14. COMMITTEES OF BOARD

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are given in the Corporate Governance Report, which forms part of this Annual Report.

15. BOARD EVALUATION

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the Director, understanding of the Companyâs business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting. The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

16. DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from your Company, confirm that:

1. In the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

2. Such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual financial statements have been prepared on a going concern basis;

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of Companies Act 2013, Corporate Social Responsibility is applicable to Companies having

1. Turnover of Rupees 1000 Crore or more, or

2. Having Net Worth of Rupees 500 Crore or more, or

3. Having Net Profit of Rupees 5 Crore or more.

Company does not fulfil any of the above criteria therefore provisions for Corporate Social Responsibility doesnât apply to Mercury EV-Tech Limited.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company has Zero tolerance for sexual harassment at its workplace. Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy. The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behaviour is prohibited both by law.

19. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

The certificate from Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is attached to the Report on Corporate Governance as Annexure-B

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34(2)(f) of SEBI (Listing Obligation Disclosure Requirement), Business Responsibility and Sustainability Report is mandatory for Top 1000 Listed Companies According to Market Capitalization.

Mercury EV-Tech Limited doesnât fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.

21. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :

22. TRANSACTIONS WITH RELATED PARTY

During the financial year 2023-24, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large, hence AOC-2 is not applicable in terms of Section 188 of the Companies Act, 2013.

21 DISPUTE RESOLUTION MECHANISM (SMART ODR):

In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars & transfer agents and its shareholder(s)/investor(s), SEBI had issued a Standard Operating Procedure (''SOP'') vide Circular dated 30 May 2022. As per this Circular, shareholder(s)/ investor(s) can opt for Stock Exchange Arbitration Mechanism for resolution of their disputes against the Company or its RTA. Further, SEBI vide Circular dated 31 July 2023 (updated as on 20 December 2023), introduced the Online Dispute Resolution (ODR) Portal. Through this ODR portal, the aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform. The Company has complied with the above circulars and the same are available at the website of the Company.

24. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https:/ /www.mercurymetals.in/

25. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:-

During the Financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal controls, with documented procedures covering all corporate functions. Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, purchase, finance, human resources and safety.

A framework for each functional area is identified based on risk assessment and control, while allowing the unit to identify and mitigate high-risk areas.

These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on:

â¢ Compliance with defined policies and processes and applicable statutes

â¢ Safeguarding tangible and intangible assets

â¢ Identification of weaknesses and improvement areas

â¢ Managing risk environment, including operational, financial, social and regulatory risks

â¢ Conformity with the Code of Conduct

The Companyâs Audit Committee oversees the adequacy of the internal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues. The statutory auditors have opined in their report that in all material respects, an internal financial controls with reference to financial statements of the company and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.

27. AUDITORS & THEIR REPORT

(i) STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. M Sahu & Co, Chartered Accountants (Firm Registration No. 130001W), were appointed as the Statutory Auditors of your Company for the term of five years till the conclusion of 41^st Annual General Meeting (AGM) to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. Representative of the Statutory Auditors of your Company attended the previous AGM of your Company.

The Notes to the financial statements referred in the Auditorsâ Report are self-explanatory. The Auditorâs Report is enclosed with the financial statements forming part of this Annual Report.

(ii) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries (Membership Number:- F12606 and COP Number:- 16942 as a Secretarial Auditor, to undertake the Secretarial Audit of your Company for the FY 2023-24 The Secretarial Audit Report for the year under review is provided as Annexure-C of this report.

The qualifications, reservations or adverse remarks mentioned in the said report along with the response provided

bv the Management are as follows:-

Sr. No.	Observations / Remarks of the Practicing Company Secretary	Management Response
1.	The Company has made delay in filing e-form MGT-14 under Section 117, e-form DIR-12 under Rule 8 of Companies (Appointment and Qualification of Directors) Rules 2014, e-form CHG-1 under section 77 of the Companies Act, 2013 and e-form DPT-3 pursuant to rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 for the F.Y. 2023-24 within prescribed time under the Act.	The Board of Directors of the Company would like to clarify that the Company had filed the forms with additional fees.
2.	The Company has submitted Related Party Transactions in XBRL Mode with 1 day of Delay for the half year ended on September 2023.	The Management informed that the said error was due to technical glitch in uploading the XBRL report in the Stock Exchange''s Website. However, the Company has paid the fine imposed by BSE Limited on February 13, 2024.
3.	The Company failed to appoint a new Independent Director within stipulated time period on casual vacancy caused due to resignation of Mr. Jayesh Vimal Chellani (DIN: -08453809) on December 23, 2023 and hence violated the Regulation 17(1) of the SEBI (LODR) Regulation, 2015. The Exchanges (i.e BSE Limited) has imposed fine of Rs.45,000/- respectively on the Company on May 22, 2024 i.e. after the review period.	The management informed that the board of directors vide their meeting held on April 01, 2024 appointed Ms. Mansi Jain, Non-promoter & Non-executive director as a Chairperson of the Company, hence the Company has complied with said regulation. Further, the Company is in process to pay the amount of penalty levied by the BSE Limited and the Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015.

(iii) COST AUDITOR

The provisions of cost audit are not applicable to the Company

(iv) INTERNAL AUDITOR

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s Shital Samriya, as an Internal Auditor of the Company

28. SECRETARIAL STANDARDS

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

31. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Your Company has a well-defined risk management framework in place.

The risk management framework works at various levels across the Company. These levels form the strategic defence cover of the Companyâs risk management. The Company has a robust organisational structure for managing and reporting on risks. The Risk Management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the Company.

Currently, the company does not identify any element of risk which may threaten the existence of the company

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

34. CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders.

35. CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives (âCodeâ) as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companyâs shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The Code covers Companyâs obligation to maintain a Structured Digital Database (âSDDâ), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, regular trainings have been imparted to all designated persons by the Company.

36. MATERIAL ORDERS PASSED BY REGULATORY/COURT

There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and companyâs operations in future.

37. CODE FOR PREVENTION OF INSIDER TRADING:

38. FRAUD REPORTING

No fraud has been reported by the auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee of the Board.

39. MANAGERIAL REMUNERATION

Disclosures pursuant to Sec on 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-E.

40. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLPS ETC.

Following are the subsidiary Company of Mercury EV-Tech Limited as on March 31, 2024: -

> Powermetz Energy Private Limited

> EV-Nest Private Limited

During the year under review, Powermetz Energy Private Limited has been identified as Material Subsidiary in accordance with Regulation 16 of Listing Regulations.

The Financial Information of the Subsidary Companies as required pursuant to section 129(3) of the Companies Act, 2013 read with applicable provisions of Companies (Account) Rules 2014 is set out in Form No. AOC-1 is annexed as an Annexure-F to this report.

Scheme of Arrangement is filled between EV NEST PRIVATE LIMITED (Transferor Company) and MERCURY EV-TECH LIMITED (Transferee Company) before the national company law tribunal bench at Ahmedabad which was admitted on March 29th, 2024

EV NEST PRIVATE LIMITED (Transferor Company) a company incorporated under the provisions of Companies Act, 1956 (CIN: U45209GJ2015PTC083192) and having its Registered Office at 902, Galav Chambers Sayajigunj Baroda Vadodara GJ 390020, in the State of Gujarat.

Â¦ Synergies of operations, inter alia, optimization of supply and distribution network and costs;

Â¦ Integration of business thereby providing impetus to the overall growth;

Â¦ Concentrated management focus and improved organizational capability;

Â¦ Integrated, rationalised and streamlined management structure of the merged business;

Â¦ Strengthening of financial position with increased capital base.

Â¦ Facilitate inter transfer of resources and optimum utilisation of assets;

Â¦ Pooling of Human talent in terms of Manpower, Management, Administration and marketing to result in saving of costs;

Â¦ Avoiding duplication of administrative functions, reduction in multiplicity of legal and regulatory compliances;

Â¦ Synchronizing of efforts to achieve uniform corporate policy.

41 POLICY ON DIRECTORâS APPOINTMENT & REMUNERATION

Your Companyâs policy on Directorsâ appointment and remuneration and other matters (âRemuneration Policyâ) pursuant to Section 178(3) of the Act is available on the website of your Company at https:// www.mercurymetals.in/

The Remuneration Policy for selection of Directors and determining Directorsâ independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the

Directors. Your Companyâs Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

42. LISTING OF SECURITIES:-

The equity shares of the Company are listed on BSE Limited with the scrip code 531357 and ISIN for equity shares being INE763M01028.

The Company confirms that the Annual Listing fees has been paid to Stock Exchange for FY 2024-25.

43. MATERIAL CHANGES AFTER END OF FINANCIAL YEAR

After the end of Financial Year 2023-24, the following are the material changes: -

1. On 13.04.2024, the Board of the Company approved acquisition of 65% stake in Altius EV Tech Pvt Limited at a price of Rs. 10/- per equity share.

2. On 08.05.2024, the Board of the Company approved acquisition of 65% stake in Traclaxx Tractors Private Limited at a price of Rs. 10/- per equity share.

ACKNOWLEDGMENT

Efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and On Behalf of Board Of Directors

Mercury EV-Tech Limited

Sd/-

Ms. Manshi Jain Date- November 07, 2024

Chairperson Place -Vadodara

DIN - 09533465

Mar 31, 2023

DIRECTOR REPORT

To,

THE MEMBERS,

Your Directors have pleasure in submitting their 37thAnnual Report of the Company
together with the Audited Statements of Accounts of the Company for the year ended on
31stMarch, 2023

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

The summarized financial results of the Company for the period ended 31st March, 2023
are as follows:

Particulars	Year Ending	Year Ending
	31st March, 2023	31st March, 2022
Sales	1609.70	118.17
Other Income	4.56	4.01
Total Income	1614.26	122.18
Less: Expenditure	1447.31	90.58
Profit/(loss)before Interest, Depreciation, Tax	166.94	31.60
Less: Interest	0	0
Less: Depreciation & Amortization Cost	6.45	0
Less: Extraordinary items	0	0
Profit/(loss)Before Tax	160.49	31.60
Less: Tax Expenses or Adjustment	21.13	8.50
Profit/(loss)after Tax	139.36	23.10
Other Comprehensive Income	0	0.20
Total Comprehensive Income	139.36	23.10

Particulars	Year Ending	Year Ending
	31st March, 2023	31st March, 2022
Sales	1341.64	118.17
Other Income	4.06	4.01
Total Income	1345.70	122.18
Less: Expenditure	1231.65	90.58
Profit/(loss)before Interest, Depreciation, Tax	114.05	31.60
Less: Interest	0	0
Less: Depreciation & Amortization Cost	4.92	0
Less: Extraordinary items	0	0
Profit/(loss)Before Tax	109.13	31.60
Less: Tax Expenses or Adjustment	21.13	8.50
Profit/(loss)after Tax	88.00	23.10
Other Comprehensive Income	0	0.20
Total Comprehensive Income	88.00	23.10

The Financial Statements of the Company are prepared in accordance with Indian
Accounting Standards (IND AS) including the Rules notified under the relevant provisions of
the Companies Act, 2013, forms part of the Annual Report and Accounts

2. OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

The Company has achieved total net sales of Rs. 1341.64 Lakhs (standalone) and Rs.
1609.70 Lakhs (Consolidated) during the year as against Rs. 118.17 Lakhs (Standalone) and
Rs. 118.17 Lakhs (Consolidated) in the previous year. There has been increase Profit after
tax of Rs.139.36 lakhs (Consolidated) and Rs. 88.00 lakhs (Standalone) as against Rs. 23.10
lakhs (Consolidated & Standalone) in the previous year.

Your directors are confident and optimistic of achieving upward growth and achieving much
better results in the coming years.

3. AMOUNT TRANSFERRED TO RESERVE:

During the year under review, the Company has not transferred any amount to reserves.

4. DIVIDEND:

Your Directors do not recommend any Dividend for the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.

6. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY:

The Company has amended its main object clause of Memorandum of Association (MOA)
and added more objects related to Electronic Vehicle Sector in order to commence this
business activities through Postal Ballot resolution which have been passed on the last day
of e-voting on 30th May, 2022 therefore the Company has changed its main business
activities and nature of business during the year by add main objects in MOA during the
year.

7. CHANGE IN THE NAME OF THE COMPANY:

The Company has obtained approval from Members of the Company for change of name as
proposed by the Board of Directors through Postal Ballot resolution which shall be deemed
to have been passed on the last day of e-voting dated 2ndMarch, 2023 from M/s Mercury
Metals Limited to M/s Mercury Ev-Tech Limitedin line with the Business of the Company.

The Equity shares of the Company are listed on Bombay Stock Exchange (BSE) and
Company has obtained necessary approvals from Stock Exchange i.e. BSE Limited. After
change of name, the name of the Company on BSE Limited is reflected as Mercury EV-Tech
Limited with Scrip ID as "MERCURYEV".

The Change of name of the Company has become effective from March 30, 2023 pursuant
to new certificate of incorporation issued by Registrar of Companies, Gujarat.

8. CHANGES IN THE SHARE CAPITAL:Authorised Capital

During the year under review, the authorized capital of the company has increased from
Rs.10,00,00,000 (Rupees Ten crore Only) dividedinto 10,00,00,000 (Ten crore) Equity Shares
of Re.1/- (Rupee OneOnly) to Rs.48,00,00,000/- (Rupees Forty Eight Crores Only) divided into
48,00,00,000 (Forty-Eight crore) Equity Shares of Re. 1/- (Rupee One Only)

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is Rs. 16,68,67,392/- (Sixteen
Crore Sixty Eight Lakhs Sixty Seven Thousands Three Hundred Ninety Two Only) Equity
Shares of Re. 1/- Only ( Rupees One Only).

9. RIGHT ISSUE:

The Company has allotted15,99,14,584 Rightequity shares having face value of Re. 1/-
(Rupee One Only) ("Equity Share") each at an issue price of Rs. 3/- per Share including
premium of Rs. 2/- each in terms of the letter of offer dated July 29, 2022 and in pursuance
of the basis of allotment approved by the BSE Limited on September 07, 2022.

10. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable
compliances as per SEBI Regulations and Circulars /Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by M/s. Vishwas Sharma & Associates,
Practising Company Secretaries has been submitted to the Stock Exchanges and is part of
Annual report which is available on P No.

11. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement
for furnishing the details of deposits which are not in compliance with Chapter V of the Act
is not applicable.

12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statements relate
and the date of this report.

13. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on
the going concern status and the Company''s operations in future.

14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management.

Your Company has a well-defined risk management framework in place. The risk
management framework works at various levels across the Company. These levels form the
strategic defence cover of the Company''s risk management. The Company has a robust
organisational structure for managing and reporting on risks.

The Risk Management process has been established across the Company and is designed
to identify, assess and frame a response to threats that affect the achievement of its
objectives. Further, it is embedded across all the major functions and revolves around the
goals and objectives of the Company.

Currently, the company does not identify any element of risk which may threaten the
existence of the company.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGOA. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product
development or import substitution: None

iii. in case of imported technology (imported during the last three years reckone
from the beginning of the financial year)-

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and
thereasons thereof: N.A.

iv. the expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social
Responsibility is not applicable on the company. Therefore, the company has not constituted
CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility
Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013
and hence it is not required to formulate policy on corporate social responsibility

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

The details of loans given, investments made, guaranteesgiven and securities provided by
the Company during thefinancial year under review form parts of the note No. 11 to
thestandalone financial statements provided in this AnnualReport

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

All related party transactions which were entered into during the financial year were on an
arm''s length basis and in the ordinary course of business.

The details of related party transactions are annexed to this Board Report in Form AOC-2
and marked as "Annexure - Eâ to this report.

The details of related party transactions are annexed to this Board Report in Form AOC-2
and marked as "Annexure - Gâ to this report.

19. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Name of Directors	Designation	Category
Mr. KavitJayesbhai Thakkar	Managing	Promoter
	Director	Executive
Mr. Jayesh Vimal Chellani	Director	Independent
Mr. Arvindkumar Thakkar	Director	Independent
Mr. Dhruv Deepak Yardi	CFO	NA
Miss. ManshiAbhay Jain	Women Director	Non-Executive
(From 05.04.2022)
Mr. Jayeshbhai Raichandbhai Thakkar	Director	Non-Executive
(upto 27.06.2022)		35

Mr. Harit Gopalbhai Shah (from 01.07. 2022 to 03.10.2022)	Director	Executive
Mr. Darshankumar Jitendra Shah (From 03.10.2022)	Director	Executive
Mrs. BirvaHarshit Patel (upto 04.05.2022)	CS	NA
Mr. Mikil N. Gohil (From 04.05.2022)	CS	NA
Mr. Dhruv Deepak Yardi	CFO	NA

i. INDUCTION:

There were following inductions and Cessations made by the board of directors during the
year under review:

A. Ms. Manshi Abhay Jain has been appointed as as Non-Executive Director w.e.f.
05/04/2022.

B. Appointment of Mr. Mikil Nitinbhai Gohil as Company Secretary & Compliance Officer
of the Company. He has taken the charge as Company Secretary and Compliance
Officer w.e.f. 04/05/2022.

C. Appointment of Mr. Harit Gopalbhai Shah as Executive Director of the Company. He
has taken the charge as Executive Director. w.e.f. 01/07/2022 and ceased on
03/10/2022.Further he has been appointed as an additional director of the Company
w.e.f. 27/06/2023.

D. Appointment of Ms. Darshankumar Jitendra Shah as Executive Director of the
Company w.e.f 03/10/2022.

E. Resignation of Ms. BirvaHarshit Patel as Company Secretary & Compliance Officer of
the Company w.e.f. 04.05.2022

F. Resignation of Mr. Jayeshbhai Raichandbhai Thakkar as Director of the Company
w.e.f. 27.06.2022

ii. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment & Qualification of Directors) Rules, and Companies Articles of
Association, Mr. Kavit Jayeshbhai Thakkar- (DIN: 06576294), Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment. Necessary resolution for his re-appointment isplaced before the
shareholder for approval.

iii. NUMBER OF BOARD MEETINGS:

Regular meetings of the Board are held to discuss and decide on various business policies,
strategies, financial matters and other businesses.

vi. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD:

Nomination and Remuneration Committee annually evaluates the performance of individual
Directors, Committees, and of the Board as a whole in accordance with the formal system
adopted by it. Further, the Board also regularly in their meetings held for various purposes
evaluates the performance of all the Directors, committees and the Board as a whole. The
Board considers the recommendation made by Nomination and Remuneration Committee in
regard to the evaluation of board members and also tries to discharge its duties more
effectively. Each Board member''s contribution, their participation was evaluated and the
domain knowledge they bring. They also evaluated the manner in which the information
flows between the Board and the Management and the manner in which the board papers
and other documents are prepared and furnished.

v. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR:

The Company has an orientation process/familiarization programme for its independent
directors with emphasis on:

â¢ Roles, Rights and Responsibilities - Board dynamics & functions

â¢ Strategy, Operations and functions of the Company

As a process when a new independent director is appointed, a familiarization programme is
conducted by the senior management team and also whenever a new member is appointed
to a Board Committee, information relevant to the functioning of the Committee and the role
and responsibility of Committee members is informed.

The Independent Directors have attended such orientation process/ familiarization
programme. The Board and Committee meetings of the Company are held at least on a
quarterly basis and members of the Board meet key functional/business heads separately
to get themselves more familiarized with the business/operations and challenges faced by
the industry on an ongoing basis.

vi. DECLARATIONS BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declarations stating that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and in the opinion of the Board, the Independent directors meet the said criteria.

The Board is of the opinion that all Independent Directors of the Company possess requisite
qualifications, experience, expertiseand they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with theCompany, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of theBoard /Committee
of the Company

vii. Board Committees:

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of
Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c)
Stakeholders Relationship Committee. A detailed note on the composition of the
Committees, role and responsibilities assigned to these Committees etc are included in the
Corporate Governance Report annexed with this report on Page No------.

viii. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Company
pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Kavit J. Thakkar, Managing Director

2. Mr. Dhruv Deepak Yardi, Chief Financial Officer

3. Ms. Birva Patel, Company Secretary & Compliance Officer (upto 04.05.2022)

4. Mr. Mikil N. Gohil, Company Secretary& Compliance Officer (w.e.f. 04.05.2022)

20. INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors of your Company often meetbefore the Board Meetings without
the Non-Independent Directorsor Chief Financial Officer or any other
ManagementPersonnel.

These Meetings are conducted in an informal and flexiblemanner to enable the Independent
Directors to discussmatters pertaining to, inter alia, review of performanceof NonÂ¬
Independent Directors and the Board as a whole,review the performance of the Chairman of
the Company(taking into account the views of the Executive andNon-Executive Directors),
assess the quality, quantity andtimeliness of flow of information between the
CompanyManagement and the Board that is necessary for the Boardto effectively and
reasonably perform their duties.

One Meeting of Independent Directors were heldon March 29, 2023 during the year and this
meeting was well attended.

21. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:-

a) in the preparation of the annual financial statements for the year ended on 31st March,
2023, applicable accounting standards have been followed along with proper explanation
relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and
estimates made that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at 31st March, 2023 and of the profit of the company for
the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for prevention and detection of fraud and other irregularities,

d) the annual financial statements are prepared on a going concern basis

f) the systems to ensure compliance with the provisions of all applicable laws are in place
and are adequate and operating effectively.

22. POSTAL BALLET:

The Company has held 2 meetings through postal Ballet during the financial year 2022-23.
The details of the same are given in Corporate Governance.

23. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the
Company has established vigil mechanism/Whistle Blower Policy for Directors and
employees of the Company to report genuine concerns regarding unethical behaviour, actual
or suspected fraud or violation of the Company''s code of conduct and ethics Policy. The
said mechanism also provides for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle
blower policy in order to ensure adequate safeguards to employees and Directors against
victimization.

The said policy is also available on the website of the Company at www.mercurymetals.in

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial
Statements. The Board has inter alia reviewed the adequacy and effectiveness of the
Company''s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was
observed.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two Subsidiaries and details of which are as below, Company does not
have Joint venture or Associate Company.

Details of Subsidiaries Company:

A. M/s Powermetz Energy Private Limited (80% holding)

B. M/s EV Nest Private Limited (wholly owned subsidiary)

A statement containing the salient features of financial statement of our subsidiaries in
theprescribed format AOC-1 is attached herewith "Annexure - Dâ

26. AUDITORSi. STATUTORY AUDITORS

M/s. M Sahu& Co., Chartered Accountants appointed as the auditor of the company in the
36th AGM held on 24thSeptember 2022 to hold the office till the conclusion of the
41stAnnual General Meeting to be held in the calendar year 2027. The board of Directors of
the company has recommended their appointment as statutory auditor of the company for a
period of 5 (Five) years i.e. from 36thAnnual General Meeting to 41stAnnual General

Meeting of the Company to be held in the year 2027 at such remuneration as may be
mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

The Consent of M Sahu& Co. Chartered Accountants along with the Certificate under
Section 139 of the Act has been obtained to the effect that their appointment, if made, shall
be in accordance with the prescribed conditions and that are eligible to hold the office of the
Auditors of the Company

There are no qualifications, reservations or adverse remarks made by M/s.M. Sahu& Co.,
Chartered Accountants, the Statutory Auditors of the Company, in their report. The
observations made by the Statutory Auditors in their report for the financial period ended
31st March 2023 read with the explanatory notes therein are self explanatory and therefore,
do not call for any further explanation or comments from the Board under Section 134(3) of
the Companies Act, 2013.

ii. SECRETARIAL AUDITOR

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,
our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary
and therefore, M/s Vishwas Sharma & Associates, Company Secretaries had been
appointed to issue Secretarial Audit Report for the period ended on 31st March 2023.

Secretarial Audit Report issued by M/s Vishwas Sharma & Associates, Company Secretaries
in Form MR-3, attached and marked as Annexure "E", for the period under review forms part
of this report.

The said report contains observation/Qualification which is mentioned as below:

Qualification	Explanation
The statutory Auditor Viz. M/s. Ambalal Patel & Co., Chartered Accountants has tendered their resignation on July 25, 2023 i.e. within 45 days from the end of the First Quarter of F.Y. 22-23 and has not issued the limited review report for the first quarter and therefore violated the terms of the para 6(A)(i) of SEBI Circular CIR/CFD/CMD1/114/2019 dated October 18, 2019.	The Board of Directors of the Company would like to clarify that after the takeover of the Company by New Management they shifted the RO from Ahmedabad to Vadodara and therefore, the Statutory Auditor of the Company has shown their inability to travel and devote their resources for Audit and hence resigned and not carried out the Limited Review Report for the First Quarter of the FY 22-23
The Company failed to submit consolidated financia result alongwith the outcome of board meeting required to be submitted under Regulation 30 of SEBI LODR Regulations within 30 minutes from the conclusion of the board meeting for the quarter ended on September 30, 2022.	The Board of Directors of the Company would like to Clarify that due to inadvertence and clerical error, the Company missed to attach consolidated Results. It is to be noted the mistake was inadvertent in nature and Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015.
The Listed Entity has published Financial results for the quarter ended on September 30, 2022 after 48 hours of submission of financial results with the stock exchange hence in violation of Regulation 47(3) of SEBI (LODR) Regulations 2015.	The Board of Directors of the Company informed that the mistake was inadvertent in nature and Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015
The Company had maintained the data in Excel format and therefore was tamperable in nature and hence in violation of compliance of Structured	The Board of Directors of the Company would like to clarify that initially the entries were m^i tained into Excel Format and to its non-tamperable

Digital Database (SDD) in terms of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).	nature, we strictly implemented the Password of File. The Company has installed SDD software which is non-tamperable.
The Company had received email form BSE limited on March 10, 2023 regarding trades undertaken by the Directors of the Company Viz. Darshankumar Jitendra Shah & Neha Ramprakash Kabra falls within trading window closure period which is in contravention of provisions of Para 4 of Schedule B, read with Regulation 9(1) and (2) of SEBI (PIT) Regulations 2015.	The Board would like to submit that the Company has sought clarification from Mr. Darshankumar Jitendra Shah and also issued a Warning letter to him, as the value of the transaction is very minimal. Further, the Company clarified to the BSE that Neha Ramprakash Kabra is not a promoter/ promoter group or also not relative of them and therefore is not designated person, hence regulation of trading window closure is not applicable to her.
The Company failed to file e-form SH-7 under Section 64 (1) of the Companies Act, 2013, e-form MGT-7 i.e. Annual Return under section 92 for the F.Y. 2021-22 and e-form DPT-3 pursuant to rule 16 of the Companies (Acceptance of Deposits) Rules, 2014 for the F.Y. 2022-23 within prescribed time.	The Board of Directors of the Company would like to clarify that the Company had filed the forms with additional fees due to technical glitch on MCA portal during the period.

iii. Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the
provision of Section 138 of the Companies Act 2013, has appointed M/s Shital Samriya, as
an Internal Auditor of the Company.

iv. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.

Further, maintenance of cost records as specified by the Central Government under subÂ¬
section (1) ofsection 148 of the Companies Act, 2013, is not required by the Company and
accordingly such accounts and records are not made and maintained.

27. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of
the Companies (Management and administration) Rules, 2014 is furnished inthe Website of
the Company at www.mercurymetals.in.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Report and marked as Annexure-"A". No employee of the Company was in
receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. CORPORATE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governan₄₁ over

the years and is committed to the highest standards of compliance. The Report on
Corporate Governance is attached as Annexure "B".

30. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of the Listing Regulations is given as an Annexure-"C" to this
report.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at ''work place, the Company has adopted a
policy for prevention of Sexual Harassment of Women at workplace and has set up
Committee for implementation of said policy under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Director''s state that
during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company
has complied with the provisions relating to the constitution of internal complaints
committee under the aforesaid Act.

32. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and
that such systems are adequate and operating effectively. The Company confirms
Compliance with the applicable requirements of Secretarial Standards 1 and 2.

33. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31,2023, there is no application made or any
proceeding pending under the Insolvency and Bankruptcy code, 2016.

34. FINANCIAL CALENDAR:

The Company expects to announce the unaudited/audited quarterly results for the year
2023-24 as per the following schedule:

First quarter: 2nd week of August, 2023
Half-yearly results: 2nd week of November, 2023
Third quarter: 2nd Week of February, 2024
Yearly Results: By end of May, 2024

35. ACKNOWLEDGMENTS:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the BoardSD/-

Kavit R. Thakka
Managing Director
(DIN:06576294)

Date: 05/09/2023

Place: Vadodara 42

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

The summarized financial results of the Company for the period ended 31st March, 2014. Are as follows:

(Amount in Rs.)

2013-14 2012-13

Total income (Net) 48,36,687 0

Total Expenditure 53,68,787 4,78,031

Profit before extraordinary items and tax (5,32,100) (4,78,031)

Extraordinary Items (2,06,33,396) 0

Less: Depreciation 0 0

Provision for taxation 0 0

Profits / (Loss) after Tax (2,11,65,497) (4,78,031)

DIVIDEND:

Your directors are unable to recommend any dividend in view of Net Loss during the financial year 2013-14.

OPERATIONS:

The Company has achieved sales turnover of Rs. 48.23 Lacs during the year compared to Rs. NIL during the previous year. The Company has incurred net loss of Rs. 211.65 Lacs compared to Rs. 4.78 Lacs in the previous year. Your directors are optimistic of achieving much better results in the next year.

INSURANCE:

The Company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake.

DIRECTORS:

Mr. Bhupendrasingh N. Rajput, Director of the Company, retires by rotation and being eligible offers themselves for re- appointment.

The Board of your Company recommends his re-appointment as Director under the category of liable to retire by rotation.

PARTICULARS OF EMPLOYEES:

The particulars of the employee of the Company drawing total remuneration of Rs.60,00,000/- per annum or Rs.5,00,000/ - per month as required U/S 217 (2A) of the Companies Act, 1956 is Nil.

FIXED DEPOSITS:

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of balance sheet.

The Board of Directors states:

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas : NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation: N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

LISTING:

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange, up to the year 2013-14.

AUDITORS:

The present Auditors of the Company M/S. AMBALAL PATEL & CO., Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/S. AMBALAL PATEL & CO., Chartered Accountants have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. Board of Directors of your Company favour their re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

AUDITORS REPORT AND COMMNETS:

1) Non Provision of Interest as stated in Note No. (19)

The Company has entered into One time Settlement (OTS) Scheme with Charottar Nagrik Sahkari Bank Ltd. for the payment of its outstanding liabilities, and during the financial year 2013-14, the Company failed to make payment as per the terms of the OTS. As per the terms of the OTS, if the Company fails to make payment of any installments of the OTS, the Company would be liable for the payment of interest @ 7% per annum on the said installment value alongwith penal interest @ 1% and same will be payable alongwith full and final settlement of outstanding. The Board of Directors of your Company are already pursuing to make full and final payment of OTS amount with the said bank, before the schedule period of payment of OTS. Therefore the board is confident that the said bank will not charge any type of interest and penal interest on delayed payments of any due installments. Therefore no provision of Rs.27.95 lacs has been made during the year by the Company.

Further, the Company has fully settled the outstanding OTS amount of Charottar Nagrik Sahkari Bank Ltd. on 31st July, 2014 and the Bank has not charged any interest and/or penal interest on those installments, which the Company failed to pay timely in terms of OTS Letter.

2) Diminution in value of Inventories held in shares as stated in Note no. (22)

The shares held as inventories are stated at the cost of acquisitions. No provision has been made for diminution in the value of shares held as inventories. The Board of the Company finds that such diminution in the value of shares is temporary, further market value of certain shares are not available due to non-listing and/or delisting/ suspension of trading of shares at the stock exchange, therefore no provisions has been made.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support extended by Bankers and Office bearers of Government Department and Financial Institutions. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

Regd. Office : On behalf of the Board 36, Advani Market For, Mercury Metals Ltd. O/S Delhi Gate, Ahmedabad-380004 Govindram L. Kabra Date : 12/08/2014 Executive Director Place : Ahmedabad DIN:00006621

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

The summarized financial results of the Company for the period ended 31st March, 2013. Are as follows:

(Amount in Rs.) 2012-13 2011-12

Total income (Net) 0 1,60,36,675.09

Total Expenditure 478030.54 3,41,87,820.10

Gross Profit / (Loss) (478030.54) (1,81,511,45.01)

Less:

Depreciation 0 12,498.00

Provision for taxation 0 0

Profits / (Loss) after Tax (478030.54) (1,81,63,643.00)

DIVIDEND:

Your directors are unable to recommend any dividend in view of Net Loss during the financial year 2012-13.

OPERATIONS:

The Company has achieved sales turnover of Rs. NIL during the year compared to Rs. 100.971 Lacs during the previous year. The Company has incurred net loss of Rs. 4.78 Lacs compared to Rs. 181.64 Lacs in the previous year. Your directors are optimistic of achieving much better results in the next year.

INSURANCE:

The Company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake.

DIRECTORS:

Mr. Ramprakash L. Kabra, Director of the Company, retires by rotation and being eligible offers himself for re-appointment.

The Board of your Company recommends his re-appointment as Director under the category of liable to retire by rotation.

PARTICULARS OF EMPLOYEES:

The particulars of the employee of the Company drawing total remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month as required U/S 217 (2A) of the Companies Act, 1956 is Nil.

FIXED DEPOSITS:

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of balance sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT -SECTION 217 (2AA) OF THE COMPANIES ACT, 1956: The Board of Directors states:

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation : N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL CORPORATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

LISTING:

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange, up to the year 2013-14.

AUDITORS:

The present Auditors of the Company M/s. Badrilal Punglia & Co., Chartered Accountants'', Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Badrilal Punglia & Co., Ahmedabad have informed the Company about their inability to continue as an Auditor of the Company and therefore the Company has approached M/s. Ambalal Patel & Co., Chartered Accountants, Ahmedabad to act as an Auditor of the Company. M/s. Ambalal Patel & Co., Chartered Accountants, Ahmedabad have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. The Appointment of M/s. Ambalal Patel & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company will be effective from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting. Your Directors recommend the appointment of M/s. Ambalal Patel & Co., Chartered Accountants, Ahmedabad Auditors of the Company. The notes and remarks of Auditors'' are self-explanatory.

AUDITORS REPORT AND COMMNETS:

1) Valuation of Investment at cost as stated in Note no. (7)

The Company has invested in the equity shares of Shree Metalloys Ltd. and the total cost of acquisition was Rs.29,98,750 for 303100 equity shares. The present Market Value of these shares is more than the acquisitions cost of the Company and there is no erosion of value of investment of the Company, therefore no provision is required and the said investment has been shown at its acquisition cost. Further the Company has invested in the shares of Charottar Nagrik Sahkari Bank Ltd. as it was compulsory for the borrower of the said bank to take shares of the said Bank. The shares of Charottar Nagrik Sahkari Bank Ltd. are not listed, therefore the current market value of these shares are not known and so the same has been shown at the acquisition cost.

2) Non Provision of Book Debts as stated in Note No. (8)

The Board has not provided for the doubtful debts of Rs.18605486.12/- as the Management of the Company thinks that the same are recoverable and also perusing the matter with the debtors of the Company to recover the outstanding. Once all efforts to recovers seems to be failed to management, the same will be provided in the Books of the Company.

3) Non Provision of Interest as stated in Note No. (18)

The Company has entered into One time Settlement (OTS) Scheme with Charottar Nagrik Sahkari Bank Ltd. for the payment of its outstanding liabilities, as the current financial position of the Company is not good, the Company failed to make payment as per the terms of the OTS during the year. As per the terms of the OTS, if the Company fails to make payment of any installments of the OTS, the Company would be liable for the payment of interest @ 7% per annum on the said installment value alongwith penal interest @ 1% and same will be payable on the full and final settlement of the outstanding, therefore no provision has been made during the year by the Company, the same will taken on the Books on its payment to the Bank.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support extended by Bankers and Office bearers of Government Department and Financial Institutions. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

For and On behalf of the Board

Date:13/08/2013 Govindram L. Kabra

Place : Ahmedabad Executive Director

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

The summarized financial results of the Company for the period ended 31st March, 2012. Are as follows:

(Amount in Rs.)

2011-12 2010-11

Total income (Net) 1,60,36,675.09 25,40,892

Total Expenditure 3,41,87,820.10 30,26,396

Gross Profit / (Loss) (1,81,51,145.01) (4,85,504)

Less : Depreciation 12,498 26,098

Provision for taxation 0 0

Profits / (Loss) after Tax (1,81,63,643) (5,11,602)

DIVIDEND:

Your directors are unable to recommend any dividend in view of Net Loss during the financial year 2011-12.

OPERATIONS:

The Company has achieved sales turnover of Rs. 100.971 Lacs during the year compared to Rs. 25.41 Lacs during the previous year. The Company has incurred net loss of Rs. 181.64 Lacs compared to Rs. 5.12 Lacs in the previous year. Your directors are optimistic of achieving much better results in the next year.

INSURANCE:

The Company has taken sufficient insurance for the properties against risks of fire, strike, riot and earthquake.

DIRECTORS:

Mr. Mahendra G Prajapati, Director of the Company, retires by rotation and being eligible offers themselves for re- appointment.

During the year Mr. Bhupendra Singh N Rajput was appointed as an Additional Director of the Company w.e.f. 14/02/ 2012. Due notice under section 257 of the Companies Act, 1956, has been received along with requisite fee from a member proposing the appointment of Mr. Bhupendra Singh N Rajput as Director of the Company, liable to retire by rotation. Your Directors recommend his appointment. His appointment is under the category of non-executive independent director.

During the year Mr. Amit Vyas has resigned from the Directorship with effect from 14th February, 2012. The Board appreciated for the services rendered by Mr. Amit Vyas during his tenure as Director of the Company.

PARTICULARS OF EMPLOYEES:

The particulars of the employee of the Company drawing total remuneration of Rs.24,00,000/- per annum or Rs.2,00,000/ - per month as required U/S 217 (2A) of the Companies Act, 1956 is Nil.

FIXED DEPOSITS:

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of balance sheet.

DIRECTORS' RESPONSIBILITY STATEMENT -SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Board of Directors states:

1) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) that the Directors had prepared the annul accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas : NIL.

D. Total energy consumption and energy consumption per unit of production : NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation : N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL CORPOTRATE GOVERNANCE:

The Report on Corporate Governance required under Clause 49 of the Listing Agreements is annexed.

LISTING:

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Ahmedabad and Bombay Stock Exchange, up to the year 2012-13. Suspension of trading in the Equity shares of your Company has been revoked by the BSE and now your Company's shares are allowed for trading at BSE. The Company is regular in the compliances of various clauses of Listing Agreement during the year.

AUDITORS:

The present Auditors of the Company M/s. Badrilal Punglia & Co., Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Badrilal Punglia & Co., Chartered Accountants, have submitted certificate for their eligibility for appointment under Section 224(1B) of the Companies Act, 1956. Board of Directors of your Company favour his re-appointment as Auditors of the Company and such re-appointment if done, shall be upto the next Annual General Meeting of the Company.

AUDITORS REPORT AND COMMNETS:

1) The Net worth of the Company has been eroded by more than 50%. However boards of directors are of the opinion that the Company's position will be revived soon and therefore the Company has not approached BIFR for registration as potentially sick company.

2) Explanation for point (3) of Annexure to Auditors Report

As management considered that the amount of ' 16600 is now not recoverable due to bad financial condition of the borrower company, the same were written off. The management will continue its efforts to recover the said amount.

3) Explanation for point (9) of Annexure to Auditors Report

As the liability towards C.S.T. amounting ' 474582 and sales tax amounting ' 10658 is not disputed with the authorities and no authority has till date claimed this amount from the company therefore the board decieded to written off the same.

4) Explanation for point (f) of Auditors Report & Notes No. 8

The management has provided for doubtful debts and written off those amount, chances of recovery of the same was rare. Apart from this no provision has been made for doubtful debts amounting of ' 18606456.12 as the management is in process to recover and hopeful for the same.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support extended by Bankers and Office bearers of Government Department and Financial Institutions. Your Directors also acknowledge the continued invaluable support extended by you - our shareholders- and the confidence that you have placed in the company.

For and On behalf of the Board

Date : 13/08/2012 Govindram L. Kabra

Place : Ahmedabad Executive Director

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