Maxvolt Energy Industries Ltd Directors Report

To the Members of

MaxVolt Energy Industries Limited

The Board presents 06^th Annual Report of the Company ‘MAXVOLT ENERGY INDUSTRIES LIMITED on the business and operations of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2025 ("the year under review" or "the year" or "FY 2024-25"). The performance of the Company has been referred to whenever required.

This report is in accordance with the applicable provisions of the Companies Act, 2013 ("the Act").

1. Standalone Financial Results:

The financial highlights are set out below: (In Lakhs)

Particulars	Standalone	Standalone
Year ended	March 31, 2025	March 31, 2024
Total Revenue	10746.62	4837.15
Other Income	181.46	41.46
Total Income	10928.26	4878.61
Less: Total Expenditure	9352.69	4184.4
Profit before depreciation finance Costs & tax	1575.57	694.21
Less: Depreciation & amortization expenses	57.06	16.97
Less: Finance Costs	125.88	43.19
Profit/(Loss) before tax	1392.63	634.04
Less: Provision for Tax	380.68	109.93
Add: Deferred Tax Liability	0.28	3.29
Profit for the year	1011.68	520.83
(After adjustment of Minority of interest/
Associates)

2. State of the Companys Affairs/Review of Operations

During the financial year 2024-25, total revenue increased to 10746.62 (Amt in Lakhs) against 4837.15 (Amt in Lakhs) in the previous year, thereby registering an increase of total revenue by 122.17%. The Profit after tax (PAT) for the current year has increased to 1011.68 against 520.83 Lakhs in the previous year, thereby registering an increase in Profit after tax by 94.24%.

The company is taking effective steps to improve the performance of the Company through growth in revenue, managing costs, strategic marketing, increasing brand awareness and brand equity through advertising campaigns etc.

3. Dividend

In order to conserve cash and ensure liquidity for the operations, the Board of Directors decided not to recommend any dividend to the shareholders for the Financial Year 2024-25.

4. Share Capital

During the year under review, there have been changes in the Share Capital of the Company:

? Issue of equity shares: During the year under review, the Company made its Initial Public Offering (IPO) of 24,00,000 equity shares of face value 10 each at an issue price of 180 per share. The IPO was successfully completed, and the equity shares of the Company were listed on the SME Platform with effect from February 19, 2025. Pursuant to the IPO, the paid-up share capital of the Company increased to 10,90,39,280.?

? Issue of Bonus shares: The Company has not issued bonus shares during the period under review.?

? Issue of employee stock options: The Company has not issued any employee stock option during the period under review.?

? Provision of money by the company for purchase of its own shares by employees or by trustees for the benefit of employees: The Company has not made any provision for purchase of its own shares by employees or by trustees for the benefit of employees.?

5. Reserves

During the Financial Year under review, the Board of Directors have recommended to transfer entire amount of profit to reserves for the further expansion of the business. Hence, the amount of profit for the financial year under review has been carried forward to the Reserve account.

6. Management Discussion and Analysis

A separate section on Management Discussion and Analysis Report ("MD&A") is included in the

Annual Report as required under Regulation 34(2)(e) of the Listing Regulations.

7. Directors

In terms with the requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses.

All the Directors have affirmed that they have complied with the Companys Code of Conduct & Ethics.

Further, in terms with Section 150 of the Companies Act, 2013 ("Act") read with Rule 6 of the

Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affair. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.

Directors retiring by Rotation

Shri. Bhuvneshwar Pal Singh (DIN: 07645099), Managing Director, retires by rotation and being eligible, offers himself for re-appointment. Your directors commend his re-appointment. Brief resume of Director being re-appointed as required by the SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Annexure to the Notice convening the AGM of the Company.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

Companys Policy on appointment and remuneration of Directors

Appointment / Cessation of Independent Directors

All Independent Directors of the Company are appointed for a term of 5 year, i.e. Ms. Kavita Dixit and Mr. Preet Kumar were appointed from April 10, 2024 and holds office upto April 09, 2029 and Mr. Ajay Kumar was appointed from September 11, 2024 and hold office upto September 10, 2029.

During the period under review, Ms. Neha Yadav (DIN: 10585638), Independent Director of the Company, resigned from the Board with effect from September 02^nd, 2024, due to other professional engagements.

The Board places on record its sincere appreciation for the valuable guidance and contributions made by Ms. Neha Yadav during their tenure as an Independent Director of the Company.

The Company has received confirmation from the said director that there were no other material reasons for resignation other than those mentioned in the resignation letter.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant experience and expertise in the fields of manufacturing, research and development, innovations, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/Whole Time Directors

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant experience and expertise particularly in the Lithium battery, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

Remuneration Policy

The Company follows a policy on remuneration for Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of Individual Director, the Board as a whole and also the Secretarial Department. Evaluation of performance is undertaken annually.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors through which the performance of the Board as a whole was also evaluated and the performance of the Secretarial Department was also reviewed. The Company has implemented a system of evaluation on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).

The Directors expressed their satisfaction with the evaluation process.

8. Number of Board Meeting

The Board of Directors met 25 (Twenty-Five) times during the year, the details of which are provided in the Corporate Governance Report.

9. Committees of the Board

The Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

10. Directors Responsibility Statement:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:-

i) that in the preparation of the accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any. ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025 and of the profit of the Company for the year under review. iii) that the Directors have taken proper and sufficient care for 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. iv) that the Directors have prepared the accounts for the financial year on going concern basis. v) the Directors have laid down internal financial controls, which are adequate and were operating effectively. vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Internal Financial Control System

Your Company has in place an adequate internal financial control system, commensurate with the size and complexity of its operations. Necessary checks and controls are in place to ensure that all assets are safeguarded, to detect and prevent errors and frauds and that the transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Statutory Auditors/Internal Auditor of the Company Conduct Audit of various departments to ensure that internal controls are in place and submit Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.

The Statutory Auditors also audit the effectiveness of the Companys internal financial control system. No inefficiencies were reported.

12. Human Resources

The companys Human Resources (HR) management practices ensure fair and reasonable processes that are compliant with regulatory and governance requirements. The company has developed a management framework that focuses on holistic growth of employees and aids them with tools that help in continuously learning and the development of new skills.

As a growing enterprise, the companys HR policies and Industry-leading remuneration practices aim to attract and retain top talent, thus supporting the companys long-term strategy and driving a sustainable performance. Finding, retaining and developing the right talent has always been a core strategy in order to maintain high-productivity and a value-driven organizational culture. The company finds it imperative to follow policies and regulations that produce an unbiased and safe working environment. In the last fiscal year, the company focused on building systems and tolls that help track career paths, provide guidance to develop new skills, educate employees on varied topics and recognize and reward top performer.

13. Extract of Annual Return

Pursuant to Section 92(3) of the Act, the Annual Return for the Financial Year ended on 31^st March 2025 shall be uploaded on the website of the Company and can be accessed through the link https:/www.maxvoltenergy.com. 14. Public Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits or interest thereon as on March 31, 2025

15. Particulars of Loans, Guarantees and Investments

During the year, the Company has neither provided any loan or guarantees nor invested in any security under section 186 of the Companies Act, 2013.

16. Subsidiaries/ Joint Ventures/Associates

The Company has not Subsidiary / Joint Ventures (JVs) and Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

17. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arms length basis. There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the Policy on Related Party Transactions of the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC -2 is not applicable to your Company. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee. The Policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Companys website at the link: https://www.maxvoltenergy.com/assets/pdf/policy/policy-on-materiality-of-related-party- transactions-e17.pdf.

18. Vigil Mechanism / Whistle Blower Policy

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy is posted on the Companys website at the link https://www.maxvoltenergy.com/assets/pdf/policy/vigil-mechanism-and-whistler-blower- policy-a68.pdf.

19. Risk Management & Internal Control System and their Adequacy Risk Management

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and assess the key business risk areas and to put in place a mechanism for mitigation of risk. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Risk Management Committee as well as the Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Internal control system & their adequacy

Internal financial controls are an integral part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented and embedded in the business processes. The Company has laid down internal financial controls, through a combination of entity level controls, process level controls and IT general controls, inter- alia, to ensure orderly and efficient conduct of business, including adherence to the Companys policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and error. The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguard against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

20. Significant and material orders passed by Regulators or Courts

During the period under review, the Company successfully completed its Initial Public Offering (IPO) and was listed on the SME Platform with effect from February 19, 2025, after obtaining requisite approvals from the Securities and Exchange Board of India (SEBI), Stock Exchange, and other relevant authorities. Other than the approvals received in the ordinary course of listing, no significant or material orders were passed by any Regulators, Courts, or Tribunals which would impact the going concern status or future operations of the Company.

21. Material changes and commitments after the end of financial year

After the end of the financial year, there have been the following material changes and commitments which may affect the financial position of the Company: The Company successfully completed its Initial Public Offering (IPO) and was listed on the SME Platform with effect from February 19, 2025. Through the IPO, the Company raised 54 Crores by way of fresh issue of equity shares and by way of offer for sale. The proceeds of the IPO are being utilized as per the objects stated in the offer document/prospectus. Other than the above, there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report

22. Conservation of Energy, Technology absorption and foreign exchange earnings and outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure I to this Report.

23. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy)

Rules, 2014. The Policy is available on the Companys website at the link https://www.maxvoltenergy.com/assets/pdf/policy/csr-policy-444.pdf.

24. Auditors

Statutory Auditors

During the period under review, M/s. S. Yadav & Company, Chartered Accountants (Firm Registration No. 019841C), who has served their resignation w.e.f. October 10, 2024, due to pre- occupation in other assignments. The Board of Directors places on record their sincere appreciation for the professional services rendered by M/s. S. Yadav & Company during their tenure. To fill the resultant casual vacancy, the Board of Directors, at its meeting held on October 11^th 2024, appointed M/s. A T K & Associates, Chartered Accountants (Firm Registration No. 18918C), as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, subject to approval of the members at the ensuing General Meeting. Subsequently, the members approved the appointment of M/s. A T K & Associates, Chartered Accountants (Firm Registration No. 18918C) at the Extraordinary General Meeting held on October 15^th, 2024, to hold office from the date of such meeting until the conclusion of the 6th Annual General Meeting.

M/s. A T K & Associates, Chartered Accountants (Firm Registration No. 18918C) appointed till the conclusion of the ensuing Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 27^th of August 2025, has proposed the re-appointment of M/s. A T K & Associates, Chartered Accountants (Firm Registration No. 18918C), as Statutory Auditors of the Company for a term of 5 [five] consecutive years, from the conclusion of the ensuing 6^th AGM till the conclusion of the 11^th AGM, subject to approval of the members of the Company.

M/s. A T K & Associates, Chartered Accountants (Firm Registration No. 18918C) have confirmed their eligibility under Section 141 of the Companies Act, 2013 and that they are not disqualified to be appointed as Statutory Auditors under the provisions of the said Act and rules made thereunder. The Statutory Audit Report for the financial year ended March 31, 2025, issued by M/s. A T K & Associates, Chartered Accountants (Firm Registration No. 18918C), does not contain any qualification, reservation, or adverse remark.

Auditor

As per the provisions of Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s. S. Yadav & Company, Chartered accountants (Firm Registration No. 019841C), as the Internal Auditor of the Company for the financial year 2025 26. The Internal Auditor periodically reviews the internal control systems and the operational efficiency of the Company and submits their reports to the Board. The Board reviews the findings and takes appropriate corrective actions wherever necessary. The Internal Audit function ensures transparency, regulatory compliance, and strengthens the risk management framework of the Company.

Cost Auditors

During the period under review, the Company has triggered the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 framed thereunder, to appoint the Cost Auditor of the Company to conduct the audit of cost records of the Company. The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. PK & Associates, Cost Accountants (Firm Registration No.: 001452), as the Cost Auditor of the Company for the Financial Year 2025 26, to conduct the audit of cost records of the Company. In accordance with the provisions of Section 148(3) of the Act, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. A resolution seeking members approval for the remuneration payable to them forms part of the Notice convening the

AGM.

Further, the Cost Auditor has confirmed their independence and eligibility under Section 141 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Rohit Verma, Company Secretary to undertake Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure III. There is no secretarial audit qualification for the year under review. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. The Board of Directors have appointed Rohit Verma, Company Secretary as Secretarial Auditors of the Company to conduct Secretarial Audit for a period of 5 (five) consecutive years from the conclusion of the 06th AGM till the 11^th AGM i.e. FY 2025-26 to FY 2029-30. Resolution seeking members approval forms part of the Notice convening the AGM.

25. Particulars of Employees

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure -IV. In terms of the provisions of Section 197(12) of the Act read with subrule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the norms and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 the details are excluded from the Report sent to member. The required information is available for inspection at the registered office/ corporate office and the same shall be furnished on request.

26. Change In the Nature of Business, If Any

There is no change in the nature of business of your Company during the year under review.

27. Business Responsibility and Sustainability Report (BRSR)

Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, mandates the Business Responsibility and Sustainability Report (BRSR) only for top 1000 listed entities by market capitalisation. The SME listed entities are generally outside this top 1000 threshold, and SEBI has not issued a separate circular making Business Responsibility and Sustainability Report (BRSR) applicable to SME Listed Entities.

28. Compliance with Secretarial standards

During the Financial Year, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India.

29. Corporate Governance

A report on Corporate Governance as stipulated in the Listing Regulations, together with Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid regulations, forms part of the Annual Report.

30. Policy on sexual harassment of women at workplace

Prevention of Sexual Harassment (POSH) the Company continues to follow all the statutory requirements and guidelines in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The POSH Committee established as per the statutory requirements, continues to operate in every Unit and at the registered office. In case of any instances, employees are advised to approach the internal Committee and appropriate action in this regard is initiated post detailed review of the matter. The Company stands strong against any kind of sexual harassment and has zero tolerance for sexual harassment at workplace. During the year under review Company has not received complaints of sexual harassment from any employee of the Company.

31. COMPANY STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company is fully committed to upholding the rights and welfare of all its employees in accordance with applicable labor laws. In line with this commitment, we hereby affirm our compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. We ensure that all eligible women employees are granted maternity benefits as mandated under the Act, including but not limited to: ? Paid maternity leave of up to 26 weeks (or as applicable under the law),?? Additional leave in the event of illness arising out of pregnancy or delivery,?? Provision of nursing breaks,?? Protection from dismissal or discrimination during maternity leave,?? Provision of cr?che facilities (where applicable, in accordance with employee strength and workplace location).?

We remain dedicated to creating an inclusive, supportive, and legally compliant work environment that respects and upholds the rights of women during and after pregnancy.

32. Appreciations and Acknowledgement

We thank our customers, business partners, suppliers, bankers and shareholders for their continued support during the year. We thank the Government of India, the State Governments where we have business operations and other government agencies for their support and look forward to their continued support in the future.

Your directors are also happy to place on record their sincere appreciation to the co-operation, commitments & contribution extended by all the employees of the "MaxVolt" Family & look forward to enjoying their continued support & co- operation.

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014: -

A) CONSERVATION OF ENERGY: i) The steps taken or impact on conservation of energy:

(a) Electrical Energy:

? Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipments.

? Improving power factor by optimum choice of power factor improvement capacitor. ? Monitoring the overall energy consumption by reducing losses and improvement of efficiency of all Class A utilities.

(b) Fuel Oil Consumption:

? The Company is carrying out at all its plants regular maintenance of steam lines/steam traps and user equipment to ensure high efficiency levels throughout the year. The new improvements are reviewed regularly and implemented wherever found suitable.

B) Technology Absorption: i) Efforts made in technology absorption:

? The Company has an in-house Research and Development Department (R & D) which carries out activities such as product and quality improvement, development of new designs, new products, cost control and energy conservation. ? The Company has been developing inhouse modifications/improvements in process technology in its various manufacturing sections which, when found suitable, are integrated into the regular manufacturing operation.

ii) The benefits derived as a result of the above: -

? Quality improvement ? Energy Conservation

? The R & D activities have resulted into development of new designs and products.

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): Not Applicable.

iv) Expenditure incurred on R & D: - (In Lakhs)

? Capital 41.21 ? Recurring NIL

C) Foreign Exchange Earnings and Outgo: (In Lakhs)

? Foreign Exchange Used 3669.41 ? Foreign Exchange Earned 139.48

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY(CSR) ACTIVITIES FOR FINANCIAL YEAR ENDED 31ST MARCH 2025.

[Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Companies (Corporate Social Responsibility) Rules, 2021]

1. Brief outline on CSR Policy of the Company

The CSR Policy of the Company was approved by the Board of Directors at its Meeting held on October 16, 2024. A gist of the Policy, the projects and programs that the Company can undertake under the CSR Policy is mentioned below: - We at MaxVolt have a vision to become an active partner in the Social Development of the Community and to protect and maintain the environment to ensure that the Next Generation gets sufficient education opportunities, proper healthcare facilities and to enjoy a clean and green environment. To meet its vision MaxVolt will carry out CSR Activity as under: - ? Promotion of education to the needy children. ? Promoting healthcare including preventive healthcare. ? To improve Sanitation and develop Infrastructure facilities. ? To reduce Social and Economic Inequalities. ? To protect our environment. ? Any other activity as enumerated in Schedule VII of the Companies Act, 2013 as amended from time to time and approved by the CSR Committee.

2. Composition of CSR Committee

Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
Shri. Vishal Gupta	Whole time Director	1	1
Shri Bhuvneshwar Pal Singh	CFO Cum Managing Director	1	1
Shri Preet Kumar	Independent Director	1	1

3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: https://www.maxvoltenergy.com/assets/pdf/policy/csr-policy-444.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub- rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).: NA

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NA

Financial Year	Amount available for set- off from preceding financial years (in Lakhs)	Amount required to be set- off for the financial year, if any (in Lakhs)
	NA

6. Average net profit of the company as per section 135(5).: 224.58718 lakhs

7. (a) Two percent of average net profit of the company as per section 135(5): 4.49174 Lakhs (b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Not Applicable

(c) Amount required to be set off for the financial year, if any: NIL

(d) Total CSR obligation for the financial year (7a+7b- 7c): 4.49174 Lakhs

8. a) CSR amount spent or unspent for the financial year:

4.49174 Lakhs spent for the Financial Year ended 31 March 2025 and nothing is unspent for the Financial Year ended 31st March, 2025.

Total		Amount Unspent (		in Lakhs) : NIL
Amount Spent for the Financial Year (in Lakhs)	Total Amount transferred to Unspent Account as per section 135(6)			Amount transferred to any CSR fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund		Amount	Date of transfer
4.49174	NIL	NIL	NIL		NIL	NIL

b) Details of CSR amount spent against ongoing projects for the financial year:

Name of the Project	Item from the list of activities in schedule VII to the Act.	Local area (Yes/ No).	Location of the Project	Amount spent for the project (in Lakhs)	Mode of implementation - Direct (Yes/No).	Mode of implementation Through Implement ting agency
Eradicating Hunger, Poverty, and malnutrition promoting health care including preventive health care in Delhi-NCR & distribution of portable solar lights	(i)	Yes	Delhi- NCR No.: CSR0006 5147	4.50	No	Through agency having Reg.

(c) Amount spent in Administrative Overheads: Nil (d) Amount spent on Impact Assessment, if applicable: N.A.

(e) Total amount spent for the Financial Year (8b+8c+8d): 4.50 Lakhs (f) Excess amount for set off, if any:

Sl. No. Particular	Amount ( In Lakhs)
(i) Two percent of average net profit of the company as per section 135(5)	4.49174 Lakhs
(ii) Total amount spent for the Financial Year	4.50 Lakhs
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.00826 lakhs
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	NIL
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	NIL

9. Details of Unspent CSR amount for the preceding three financial years: NA

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year:

(a) Date of creation or acquisition of the capital asset(s): NOT APPLICABLE

(b) Amount of CSR spent for creation or acquisition of capital asset: NOT APPLICABLE

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: NOT APPLICABLE

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): NOT APPLICABLE

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5) : NA

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

MaxVolt Energy Industries Limited F-108, Plot No. 1 F/F United Plaza, Community Centre, Karkardooma, New Delhi - 110092,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MaxVolt Energy Industries Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions of the applicable Acts listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the papers, minute books, forms and returns filed, and other records maintained by the company for the financial year ended on March 31, 2025 according to the provisions of:

i. The Companies Act, 2013 ("the Act") and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; iii. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act") viz:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client.

e) The Securities and Exchange Board of India (Buy- Back of Securities) Regulations, 2018 [Not applicable during the period of audit].

f) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; During the year under review, the Company has successfully completed its Initial Public Offer (IPO) in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 ("SEBI ICDR Regulations").

Pursuant to the approval of the Board of Directors and the shareholders of the Company, the Company made a public issue of 24,00,000 equity shares and 6,00,000 equity shares by offer for sale of face value of 10/- each at a price of 180/- per equity share (including a premium of 170/- aggregating to 54 crore.

The issue opened for subscription on February 12^th 2025 and closed on February 14^th 2025. The issue was oversubscribed by 3.23 times, reflecting strong investor confidence in the

Companys business and growth prospects.

The equity shares of the Company were listed on SME Platform on February 19, 2025. Pursuant to the listing, the Company has complied with all the applicable provisions of the SEBI ICDR Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

The IPO proceeds have been/will be utilized for the objects stated in the offer document. The Audit Committee periodically reviews the utilization of funds and confirms that the same is in line with the stated objects.

g) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [Not applicable during the period of audit].

h) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the company during the review period);

i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; [Not applicable during the period of audit].

vi. We have relied on the representation made by the Company and its Officers for systems and mechanisms formed by the Company for compliances under other applicable Acts, Laws and Regulations which are mentioned as under:

a) The Factories Act, 1948 and Rules made thereunder; b) The Industries (Development and Regulation) Act, 1951; c) Labour laws and other incidental laws related to labour and employees appointed by the Company; d) Acts and Rules prescribed under prevention and control of pollution; e) Acts and Rules relating to environmental protection, energy conservation and hazardous substances and chemicals; f) Acts and Rules relating to boilers, electricity explosives, fire, etc.; g) Acts as prescribed under Direct and Indirect Tax and Goods and Service Tax; h) The Trade Marks Act, 1999 and The Copy Right Act, 1957; i) The Legal Metrology Act, 2009; j) Acts as prescribed under Shops and Establishment Act of various local authorities.

We have also examined compliance with the applicable clauses of the following: a) Secretarial Standards issued by The Institute of Company Secretaries of India; b) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that - The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Director. During the period under review, the following changes have been occurred in the composition of the board of directors:

1. Ms. Kavita Dixit, Mr. Preet Kumar and Ms. Neha Yadav appointed as an Independent Directors of the Company on April 10^th, 2024.

2. Ms. Rajni appointed as a Company Secretary of the Company on September 02, 2024.

3. Mr. Bhuvneshwar Pal Singh appointed as a Managing Director cum Chief Financial Officer (CFO) of the Company on September 11, 2024.

4. Mr. Vishal Gupta appointed as a Whole Time Director of the Company on September 11, 2024.

5. Ms. Neha Yadav has resigned as an Independent Director on September 02^nd, 2024.

6. Mr. Ajay Kumar has appointed as Independent Director of the Company on September 11, 2024.

Adequate notice is given to all Directors to schedule the Board Meetings, Board Committee Meetings, agenda and detailed notes on agenda were sent well in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous, and no dissenting views have been recorded.

We further report that based on the information provided and the representation made by the Chief Financial Officer / Company Secretary and taken on record by the Board of Directors of the Company, in our opinion there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As informed, the Company has responded appropriately to notices received from various statutory/regulatory authorities including initiating actions for corrective measures, wherever found necessary.

During the year under review, the Company has successfully completed its Initial Public Offer (IPO) and its equity shares were listed on SME platform with effect from February 19^th, 2025. The Company has complied with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws and regulations in this regard, to the extent applicable.

We further report that pursuant to the IPO, the Company has also complied with post-listing requirements as prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has raised an amount of 54 Crores through the IPO, consisting of 24,00,000 fresh issue of equity shares and 6,00,000 Equity Shares in offer for sale by existing shareholders. Necessary approvals of the Board, Shareholders, SEBI, Stock Exchanges, and ROC were obtained as required

Rohit Verma & Associates

Annexure I to Secretarial Audit Report

To,

The Members,

MaxVolt Energy Industries Limited F-108, Plot No. 1 F/F United Plaza, Community Centre, Karkardooma, New Delhi - 110092,

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE- IV

DISCLOSURE OF MANAGERIAL REMUNERATION

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024- 25 ratio of the remuneration of each Director to the median remuneration of the employee of the Company for the financial year 2024-25 and comparison of remuneration of each key managerial personnel (KMP) against the performance of the Company is as under :-

Sr.	Name	of	Designati	Remunerati		% Increase			Ratio of		Compariso
N	the		on	on	of	in			Remunerati		n of the
o.	Director			Directors		Remunerati			on of each		remunera
				/ KMP for		on	in	the	Director/		tion of the
				Financial		Financial			to median		KMP
				Year		Year 2024-			remunerati		against the
				2024-25		25			on	of	performan
				( in Lakhs)					employees		ce of the
									2024-25		Company
1	Mr.		Managing	21.31		48.01%			28.41		Remunerati
	Bhuvnesh		Director								on of KMP
	war	Pal									was
	Singh										increased
2	Mr.	Vishal	Whole-	20.14		39.92%			26.85		by 43.96%.
	Gupta		time								Total
			Director								Revenue
											increased
											by 122.17%
											and Profit
											after tax
											increased
											by 94.24%

i) The median remuneration of employees of the Company during the financial year was 0.75 Lakhs. ii) In the financial year, there was an increase of 46.38 % in the median remuneration of the employee. iii) There were 120 permanent employees on the rolls of the Company as on March 31, 2025. iv) Relationship between average increase in remuneration and Company performance:

Total Revenue increased by 122.17%, Profit after Tax increased by 94.24% for the financial year March 31, 2025 whereas average increase in median remuneration was in line with the performance of the Company. v) Total Remuneration of Key Managerial Personnel was increased by around 43.96% in F.Y. 2024- 25, whereas total Revenue increased by 122.17% Profit after tax increased by 94.24%.

a. Variation in Market Capitalisation of the Company: The market Capitalisation as on March 31, 2025 was 182.477 Crore.

b. Price earnings ratio of the Company was 14.32 as of March 31, 2025.

c. The Company has made its Initial public offer (IPO) during the financial year 2024-25 and accordingly, comparison of public offer price and the current market price of the Companys shares will be relevant.

? Public offer price: 172-180

? Market Price as on 31^st March 2025: 167.35

vi) Average percentage increase made in the salaries of employees other than managerial personnel in the last financial year was 45.64% whereas increase in managerial remuneration for the same financial year was 43.96 %.

vii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendation for the Nomination and Remuneration committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year not applicable and

ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.