Maxvolt Energy Industries Ltd Directors Report

To the Members of

Maxvolt Energy Industries Limited

The Board presents 05th 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, 2024 ("the year under review" or "the year" or "FY 2023-24"). 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. Financial Highlights

The financial highlights are set out below:

(In Rs.)

Particulars	Standalone	Standalone
Year ended	March 31,2024	March 31,2023
Total Revenue	48,37,14,940.00	13,67,95,080.00
Other Income	23,89,240.00	23,40,610.00
Total Income	48,61,04,180.00	13,91,35,700.00
Less: Total Expenditure	41,83,49,800.00	13,12,12,200.00
Profit before depreciation finance Costs & tax	6,77,54,380.00	79,23,500.00
Less: Depreciation & amortization expenses	16,96,720.00	16,95,580.00
Less: Finance Costs	42,92,010.00	27,92,030.00
Profit/(Loss) before tax	6,17,65,650.00	34,35,890.00
Less: Provision for Tax	1,54,41,410.00	5,60,000.00
Add: Deferred Tax Liability	2,07,190,00	[1,63,830.00)
Profit for the year (before adjustment of Minority of interest/ Associates)	4,61,17,040.00	30,39,710.00
Pre-acquisition profit	-	-
Minority interest	-	-
Profit for the year (After adjustment of Minority of interest/ Associates)	4,61,17,040.00	30,39,710.00

2. State of the Companys Affairs/Review of Operations

During the financial year 2023-24, total revenue increased to Rs. 48,37,14,940 against Rs. 13,67,95,080 in the previous year, thereby registering an increase of Total Revenue by 353.6%. The Profit after tax (PAT) for the current year has increased to Rs. 4,61,17,040 against 30,39,710 Lakhs in the previous year, thereby registering an increase in Profit after tax by 1517.15%.

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. Share Capital

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

A) Issue of equity shares: The Company has issued 1137188 equity shares through private placement and right issue basis during the period under review.

B) Issue of Bonus shares: The Company has issued 6306740 Equity shares during the period under review.

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

D) Provision of money by 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.

4. Dividend

In order to conserve cash and ensure liquidity for the operations for the Financial Year 2023- 24, the Board of Directors decided not to recommend any dividend to the shareholders for the Financial Year 2023-24.

5. Reserves

The board of directors has decided to transfer the entire amount of profit into the reserve account for the year ended March 31, 2024.

6. 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.

7. 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.

8. 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.

9. Board Evaluation

Pursuant to the provisions of Section 134(3) (p) of the Act, and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, including the Chairman of the Board on the basis of attendance, contribution and various criteria. The evaluation of the working of the Board, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

10. Compliance with Secretarial standards

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

11. 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 performers.

12. Extract of Annual Return

Pursuant to Section 92(3) of the Act, the Annual Return for the financial Year ended on 31st March 2024 shall be uploaded on the website of the Company and can be accessed through the link https:/www.maxvoltenergy.com.

13. Board Diversity

S. No. of Meeting	DAY	DATE
01/2023-24	Saturday	01st April,2023
02/2023-24	Friday	07th April,2023
03/2023-24	Saturday	15th April,2023
04/2023-24	Wednesday	24th May, 2023
05/2023-24	Thursday	08th June 2023
06/2023-24	Saturday	02nd Sept 2023
07/2023-24	Saturday	30th Sept 2023
08/2023-24	Thursday	12th Oct 2023
09/2023-24	Friday	20th Oct 2023
10/2023-24	Monday	27th Nov 2023
11/2023-24	Tuesday	02nd Jan 2024
12/2023-24	Friday	05th Jan 2024
13/2023-24	Monday	08th Jan 2024
14/2023-24	Friday	02nd Feb 2024
15/2023-24	Wednesday	28th Feb 2024
16/2023-24	Friday	01st March 2024
17/2023-24	Wednesday	13th March 2024
18/2023-24	Friday	22nd March 2024
19/2023-24	Wednesday	27th March 2024

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

14. Declaration by Independent Directors

The company has received the necessary declaration from each of the Independent Directors under section 149(7) of the companys act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. Based on such confirmation/ declarations, in the opinion of the board, the independent Directors of our company fulfill the conditions specified under the Act, the rules made there under and Listing Regulations and are independent of the Management of the company.

15. Board Meetings

During the year under review total Nineteen (19) Board Meetings were held and the gap between two meetings did not exceed 120 days. The Board meetings were held on:

16. Audit Committee

The Company is not meeting the criteria as prescribed under rule 4of the Companies (Appointment and Qualification of Directors) Rules, 2014, hence the provisions of Section

177 of the Companies Act, 2013 are not applicable to the Company.

17. Nomination & Remuneration Committee

The Company is not meeting the criteria as prescribed under rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, hence the provisions of Section

178 of the Companies Act, 2013 are not applicable to the Company.

18. Directors and Key Managerial Personnel

18.1 APPOINTMENT AND TENURE

The directors of the Company are appointed by the shareholders at General Meetings. All Executive Directors, except Independent Directors, are subject to retirement by rotation and at every Annual General Meeting, l/3rd of such Directors as are liable to retire by rotation, if eligible, generally offer themselves for re-election, in accordance with the provisions of section 152 of the Companies Act, 2013 and that of the Articles of Association of the company. The executive Directors on the Board serve in accordance with the terms of their contracts of services with the Company.

18.2 BOARD COMPOSITION, CATEGORY OF DIRECTORS, MEETING AND ATTENDANCE RECORD OF EACH DIRECTORS:

The company has a balanced Mix of executive and Non-executive Independent Directors. As on March 31, 2024, the board of directors comprises of 2 Directors and both are Executive directors, The Company has appointed three (3) independent Directors to the Board on 10th of April 2024. All independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the company.

All Independent Directors meet with the criteria of Independence as prescribed under subsection (6) of section 149 of the Act.

No Director is related to any other director on the board in terms of the definition of "relative" as defined in section 2(77) of the companies Act, 2013. None of the Directors on the Board are Director/Independent Director of more than seven listed entities and none of the Whole-time Directors are independent Directors of any Listed Company.

The details of composition of the Board as at March 31, 2024, the attendance record of the Directors at the Board Meetings held during financial year 2023-24.

s. No	Name of Director	DIN	Designation	Initial Date of appointme nt	No. of Board Meeting s to be Held	No. of Board meeti ngs attend ed	Attendan ce at the last AGM
1	Mr. Vishal Gupta	07842571	Whole-Time Director	09/02/2021	19	19	Present
2	Mr. Bhuvneshwai Pal Singh	07645099 r	Whole-Time Director	29/11/2022	19	19	Present
3	Mr. Preet Kumar	10371737	Independent Director	10/04/2024			"
4	Ms. Kavita Dixit	10584521	Independent Director	10/04/2024	"	"	"
5	Ms. Neha Yadav	10585638	Independent Director	10/04/2024	-	-	-

Executive Director

Mr. Vishal Gupta (Whole-time Director], Mr. Bhuvneshwar Pal Singh (Whole-time Director) directors on the board as on 31st March 2024. There is no change in the composition of executive director of the Company in Financial Year 2023-24.

Independent Director

The term of Mr. Preet Kumar as Independent Director of five year from April 10, 2024 to April 10, 2029. Hence there is no requirement for re-appointment of the same.

The term of Ms. Kavita Dixit as Independent Director of one year from April 10th 2024 to April 10th 2025. Hence there is no requirement for re-appointment of the same.

The term of Ms. Neha Yadav as Independent Director of five year from April 10, 2024 to April 10, 2029. Hence there is no requirement for re-appointment of the same.

Directors retiring by Rotation

In accordance with the Act and the Article of Association of the Company, Mr. Vishal Gupta, Whole-time Director (DIN: 07842571) is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment as the Director. Accordingly, the reappointment of Mr. Vishal Gupta as Whole-time Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Vishal Gupta along with other related information forms part of the Notice convening the ensuing AGM.

Key Managerial Personnel

The company changed its legal status from Maxvolt Energy Industries Private Limited to Maxvolt Energy Industries Limited on August 27, 2024, the Company is in process of appointing the Key Managerial Personnel as per the Companies Act, 2013.

19. Related Party Transactions

All Transactions with the related parties are placed before the board of Directors ("the Board"] for its approval. All related party transactions that were entered into during FY 2023-24 were on an arms length basis and were in the ordinary course of business and in accordance with the provisions of the Act and the rules made there under.

During the year there are no materially significant related party transactions made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no disclosure is made in respect of related party transactions in Form AOC-2 in terms of Section 134 of the Act and Rules framed there under.

20. Auditors

20.1. STATUTORY AUDITORS

S Yadav & Co., Chartered Accountants (Firm Registration No. 019841C) was Statutory Auditors of the Company for the financial year 2023-24, was appointed in 01st Annual General Meeting of the Company to hold the office till the conclusion of 06thAnnual General Meeting of the Company.

Auditors Report

The Report of Auditors of the Company S Yadav & Co., Chartered Accountants on the Annual Accounts of the Company. The report contains a qualified opinion on the accounts of the Company from the Statutory Auditors. The notes on Financial Statements referred to in the Auditors Report are self-explanatory and need no further comments.

Report on frauds u/s 143 (12) of the Act

The Auditors during the performance of their duties have not identified any offence of fraud committed by the Company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Act.

20.2. INTERNAL AUDITOR

The Company is not meeting the criteria of Section 138 of the Companies Act, 2013, with Rule 13 of the Companies (Accounts) Rules, 2014. Hence the provisions of Section 138 of the Companies Act, 2013 are not applicable to the Company.

20.3. SECRETARIAL AUDITORS

The Company is not meeting the criteria of Section 204 of Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the provisions of Section 204 of the Companies Act, 2013 are not applicable to the Company.

21. Particulars of Employees

The Company is not triggered the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the provisions of Section 197(12) of the Companies Act, 2013 are not applicable to the Company.

22. Corporate Social Responsibility

The objective of the Companys Corporate Social Responsibility (CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The Company continues to address societal challenges through societal development programs and remains focused on improving the quality of life.

During the year under review, the Company has crossed the threshold limit related to the applicability of CSR Provisions. The Board ensures that during the year 2024-25, it will comply with all rules and regulations related to the provisions contained in section 135 of the Companies Act.

23. Energy conservation, Technology absorption and foreign exchange earnings and outgo

(A) Conservation of Energy-

(i) The Steps taken or impact on conservation of Energy: The Company operates in such sector in which it has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasise work practices that result in conservation of energy.

(ii) The Steps taken by the Company for utilising alternate sources of Energy: NIL

(iii) The capital investment on energy conservation equipment: NIL

(B) Technology absorption-

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial Year): NIL

(iv) The expenditure incurred on Research and Development: NIL (C) Foreign exchange earnings and Outgo:

Foreign exchange earnings:	NIL
Foreign exchange outgo:	6,36,88,615.62

24. Risk Management & Internal Control System and their Adequacy

Risk Management

The Company has identified the various risk factors which may affect the Company. The Company has also developed and implemented a suitable policy to mitigate the risks.

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 errors.

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.

25. Vigil Mechanism

The requirement of establishment of Vigil mechanism as per section 178(8) of the Companies Act, 2013 is not applicable to the Company.

26. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Directors state that:

a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the year ended March 31, 2024.

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

d) The annual accounts for the financial year ended March 31, 2024 have been prepared on a going concern basis.

e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. 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.

28. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

1. Change in Registered office of the Company: During the period under review, the Company has changed its registered office from A-52, New Ashok Nagar, New Delhi - 110096 to F-108, Plot No. 1 F/F United Plaza, Community Centre, Karkardooma, New Delhi - 110092.

2. Conversion of Private limited to Limited: The Company has changed its legal status from MAX VOLT ENERGY INDUSTRIES PRIVATE LIMITED to MAXVOLT ENERGY INDUSTRIES LIMITED on August 27, 2024.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

No significant and material orders were passed by regulators or courts or tribunals.

30. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the Secretarial Standards 1 and 2 on meetings of the Board of Directors and on General Meetings, respectively, issued by the Institute of Company Secretaries of India with effect from 1st October 2017 and notified by the Ministry of Corporate Affairs, in terms of Section 118 (10) of the Act.

31. 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 cooperation, commitments & contribution extended by all the employees of the "Maxvolt" Family & look forward to enjoying their continued support & co- operation.

	On behalf of the Board of Directors
	MAXVOLT ENERGY INDURTRIES LIMITED
Place: New Delhi	Vishal Gupta	Bhuvneshwar Pal Singh
Date: 02.09.2024	Director	Director
	DIN:07842571	DIN:07645099