Quest Softech India Ltd Directors Report

To, The Members,

The Board of Directors have pleasure in presenting their Twenty Fifth (25^th) Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Rs. In lakhs)

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Total Income	106.20	6.47
Total Expenses	323.38	40.92
Profit / (Loss) before exceptional item and tax	(217.18)	(34.46)
Exceptional Items	-	-
Profit/ (Loss) before Tax	(217.18)	(34.46)
Less: Tax expenses	(7.02)	1.20
Profit / (Loss) after Tax	(210.17)	(35.66)

2. BRIEF DESCRIPTION OF COMPANY AFFAIRS DURING THE YEAR

In the month of February, 2023, the main object clause of the company was changed to include the

Business of operating and maintenance of chargers of Electric Vehicles and its Charging Stations and allied business activities. The Growth of electric vehicles are increasing and the Leading Car Manufacturing Companies have started Electric Vehicles in their plants. The Growth of Electric Vehicles depends upon the infrastructure facilities like availability of Charging Station all over the country.

Currently, the Company offers a wide range of charging products and services, including home charging solutions, public charging stations, and fleet management solutions. The products are designed to meet the needs of both electric vehicle owners and businesses that are looking to invest in electric vehicle charging infrastructure. Along with the trading of EV Chargers/stations the company also operates its own charging stations. The company also provides different services to the EV Chargers like installation of Chargers, check feasibility and provides Annual Maintenance

Services (AMC Services) to the installed chargers.

3. DIVIDEND

The Board of the Company regrets their inability to recommend any dividend for the financial year ended March 31, 2024, due to the inadequate profits.

4. RESERVES

No amount is proposed to be transferred to the reserves for the financial year ended March 31,

2024.

5. MATERIAL CHANGES AND COMMITMENTS

After the closure of the financial year and upto the date of signing the following material events took place: a) Change in the Name of the company:

The Board of Directors in their meeting held on 1^st March, 2024 approved the change of name from Quest Softech (India) Limited to Ampvolts Limited which was subject to approval of members, ROC/ MCA and the stock exchange. Accordingly, approval from members through postal ballot was obtained on 16^th May, 2024. The Registrar of Companies, Maharashtra,

Mumbai/ Ministry of Corporate Affairs granted its approval on 20^th June, 2024.

The BSE Limited has granted its in- principle approval for the proposed change of name from Quest Softech (India) Limited to Ampvolts Limited on 23^rd April, 2024 and final approval on

2^nd August, 2024. Accordingly, the SCRIP ID and ABBREVIATED NAME of the Company for BOLT Plus SYSTEM was changed to "Ampvolts Limited" w.e.f August 07, 2024. b) Issuance of First Call money notice:

The Board of Directors in their meeting held on 26^th June, 2024 has approved the first call money notice to be sent to holders of the partly paid-up equity shares on which call amount to be paid pursuant to Rights issue of shares. The period for depositing the first call money commenced from 24^th July, 2024 and ended on 7th August, 2024.

After due reconciliation by RTA, the Board of Directors in their meeting held on 14th August, 2024 has approved the conversion of partly paid up rights equity shares having facing value of Rs. 10/- from paid – up of Rs. 3.00/- per share to paid – up value of Rs. 6.50/- per share pursuant to issuance and dispatch of first call money notice.

The Company would apply for the listing and trading approval for the shares against whom the call money was received.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the period under review, no significant and material orders regulators or courts or tribunals impacting the going concern status of the Company or will have bearing on Companys operations in future.

7. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Company has appointed an external professional firm as an Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes.

8. AUDITORS i. Statutory Auditors

At the Twenty Second (22^nd) AGM held on September 30 2021, the members of the Company approved the appointment of M/s. Bansi Khandelwal & Co., Chartered Accountants (Firm

Registration No. 145850W) as statutory auditors of the Company for a term of 5 years from the financial year 2021-22 onwards at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors. Accordingly, M/s. Bansi Khandelwal & Co. will continue as statutory auditors of the Company till the financial year 2022 to 2026.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the twenty fifth (25^th) AGM. ii. Secretarial Auditors

Pursuant to recommendation of audit committee and provisions of Section 204 of the

Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board in its meeting held on 20th July, 2023 appointed Mr. Mehul Bambhroliya, Practicing Company Secretary, Mumbai (M. No. 28191/COP No. 10198) as the

Secretarial Auditor undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure I".

The observation mentioned in the Secretarial Audit report is self -explanatory. iii. Internal Auditors

M/s. Paresh Davda & Co., Chartered Accountants, internal auditors of the Company resigned w.e.f 5^th May, 2023 and M/s. DSSP & Associates, Chartered Accountants, were appointed as the internal auditors of the Company w.e.f 5^th May, 2023 upto 20th July, 2023.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and on recommendation of the Audit Committee, the Board in its meeting held on 20^th July, 2023, appointed M/s. H A Parikh and Company , Chartered

Accountant was appointed as the internal auditor of the Company w.e.f. 20^th July, 2023 for the consecutive period of five years i.e from financial year 2023-24 to 2027-28.

M/s. H A Parikh and Company performed the duty of internal auditor of the Company for the F.Y. 2023-24.

9. AUDITORS REPORT

There was no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their report and the said Auditors Report & notes to accounts are self-explanatory.

10. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 9 (Nine) times during the year under review. The Board meetings were held on 5^th May, 2023, 20th July, 2023, 26th July, 2023, 14th August, 2023, 7^th November, 2023, 1st January, 2024, 10th February, 2024, 23rd February, 2024 and 1^st March. 2024. The intervening gap between the two consecutive meetings was within the period prescribed under the Act and Listing Regulations including circulars / notifications issued thereunder. All Directors were present in all the meetings.

The attendance of the directors is as under:

Name of the Directors	Category	No. of Board meetings held	No. of Board meetings attended
Mr. Vipul Chauhan	Managing Director	9	9
Mr. Naimish Raval	Executive Director	9	9
Mr. Tejas Shah	Non-Executive Independent Director	9	9
Mr. Jaydeep Mehta	Non-Executive Independent Director	9	9
Mr. Bipin Hirpara	Non-Executive	9	9
(w.e.f 05/05/2023)	Independent Director

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had no subsidiary, joint venture or associate company during the financial year

2023-24.

12. SHARE CAPITAL OF THE COMPANY

During the year under report, the company has offered and issued 1,60,00,000 Equity Shares on

Rights basis for an issue price of Rs. 30/- per share for which amount will be received in three trenches. On application, the company has received Rs. 10/- per share on consisting Rs. 3.00/-

(towards the face value) and Rs. 7.00/- (towards the premium). The Company has allotted shares on 23^rd February, 2024 to the eligible investors.

As on 31^st March, 2024 the paid-up share capital of the company is Rs. 14,80,00,000/- (Rupees

Fourteen Crore Eighty Lakhs only) consisting of following : a. 1,00,00,000 Equity Shares of Rs. 10/- each (fully paid up) b. 1,60,00,000 Equity Shares of Rs. 10/- each out of which Rs. 3/- is paid up.

13. UTILIZATION OF FUNDS RAISED THROUGH RIGHTS ISSUE OF SHARE CAPITAL

The sum of Rs. 16,00,00,000/- raised during the year 2023-24 through rights issue of Equity Shares

(on partly paid – up basis) has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

14. WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY:

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avails of the mechanism and provide for direct access to the Chairman of the Audit Committee in appropriate / exceptional cases.

The details of the Vigil Mechanism Policy are given in the Report on Corporate Governance and the policy is also posted on the website of the Company viz. www.ampvolts.com

We affirm that during the financial

Chairman of the Audit Committee.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at www.ampvolts.com

16. PUBLIC DEPOSITS:

The Company has not accepted or renewed any deposits, as defined in Section 73 and Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. As on 31^st March 2024, there were no deposits which were unclaimed / unpaid and due for repayment.

17. MANAGERIAL REMUNERATION AND OTHER DETAILS:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2023-24 was in conformity with the Nomination and Remuneration Policy of the Company.

18. REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has adopted a policy (‘Remuneration Policy) for selection and appointment of Directors, Key Managerial Personnel (‘KMP), Senior Management Personnel (‘SMP), other employees and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other related matters. There has been no change in the Remuneration policy during the current financialyear. The Remuneration Policy is placed on the website of the Company www. ampvolts.com.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, the Board comprised of five Directors. The Board has an appropriate mix of Executive, Non-Executive and Independent Directors, which is in compliance with the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and is also aligned with the best practices of Corporate Governance. a) Retirement by Rotation:

Mr. Naimish Raval retires by rotation at the 25^th Annual General Meeting, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and being eligible has offered himself for re-appointment. The Board of Directors recommends his re-appointment. A resolution seeking Shareholders approval for his reappointment along with other required information required to be furnished under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards, forms part of the

Notice b) Appointment and Re-appointment: i. Mr. Vipul Chauhan was appointed as Managing Director in the board meeting held on 5^th May, 2023 for the period of 5 years w.e.f 5th May, 2023 to 4th May, 2028. The Board of

Directors recommend the appointment of Mr. Vipul Chauhan as Director and continue to hold the office as Managing Director. The members of the Company

Mr. Vipul Chauhan (DIN: 01241021) as Executive Director (designated as Managing Director) in the 24^th Annual General Meeting of the Company held on 03^rd August, 2023. ii. Mr. Naimish Raval (DIN: 09359061) was appointed as Additional Executive Director in the meeting of Board of Directors held on 20^th December, 2022. The members of the Company appointed Mr. Naimish Raval as Executive Director in the 24^th Annual General Meeting of the Company held on 03^rd August, 2023. iii. Mr. Jaydeep Mehta (DIN: 06952808) was appointed as an Additional Independent Director in the meeting of Board of Directors held on 20^th December, 2022 for the period of 5 years effect from 20^th December, 2022 to 19th December, 2027. The members of the Company appointed Mr. Jaydeep Mehta as Independent Director in the 24^th Annual General Meeting of the Company held on 03^rd August, 2023. iv. Mr. Bipin Hirpara (DIN: 08249274) was appointed as an Additional Independent Director in the meeting of Board of Directors held on 5^th May, 2023 for the period of 5 years effect from 5^th May, 2023 to 4th May, 2028. The members of the Company appointed Mr. Bipin

Hirpara as Independent Director in the 24^th Annual general meeting of the Company held on 03^rd August, 2023. v. In view of resignation of Mr. Amar Nagariya, CFO, the Board appointed Mrs. Bhadresha Patel as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company under the Companies Act, 2013 w.e.f 5th May, 2023.

c) Cessation:

Mr. Amar Nagariya, CFO had tendered his resignation from the post of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the company of business hours on 5^th May, 2023. The Board placed on record its appreciation for the contribution by Mr. Amar Nagariya during his tenure as CFO of the Company. d) Declaration by from Independent Director(s) And Re-appointment, if any:

The Company has received declarations from all Independent Directors conveying that they meet the criteria of independence and are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence. as laid down under Section149(6) of the Act and Regulations 16(1)(b) and 25 of the Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, which mandates the inclusion of Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") till they continue to hold the office independent director.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and the Listing Regulations.

In the opinion of the Board, all the independent directors are persons of integrity and possess relevant expertise and experience and are independent of the management. e) Annual performance evaluation by the Board:

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its Committees and individual directors of the Company and has authorized the Board to carry out their evaluation. Based on the manner specified by the Nomination and Remuneration Committee, the Board has devised questionnaire to evaluate its performance and performance of its Committees and individual directors and the Chairperson. Such questions are prepared considering the business of the Company and the expectations that the Board has from each of the directors. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual directors were reviewed by the Chairman of the Board.

The evaluation framework for assessing the performance of directors comprises of the following key areas: i. Attendance at Board and Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; and iv. Providing perspectives and feedback going beyond information provided by the management

The details of the programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the

Company.

20. COMMITTEES OF THE BOARD

In accordance with the provisions of the Act and Listing Regulations, the Company has constituted four committees of the Board namely: -

1) Audit Committee

2) Stakeholders Relationship Committee

3) Nomination and Remuneration Committee

4) Risk Management Committee

Details of all the Committees along with their composition, changes, if any, and meetings held during the financial year 2023-24 are provided in the Corporate Governance Report, forming part of this Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has certain loans and unquoted investments. The details of changes in the Loans,

Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT:

All contracts / arrangements / transactions entered by the Company during the financial year

2023-24 with related parties were in the ordinary course of business and on arms length basis and were entered into based on considerations of various business exigencies, such as synergy in operations, their specialization, etc. and in furtherance of the Companys interests. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per the provisions of Sections 134(3)

(h) and Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions and the same has been uploaded on its website www.ampvolts.com.

As per the Regulation 23(4) of the Listing Regulations, the Company sought approval of Shareholders at the 24^th Annual General Meeting, by passing necessary resolution for Material

Related Party Transactions to be entered from the conclusion of the 24^th Annual General Meeting (AGM) upto the date of the 25^th AGM.The transactions for F.Y. 2023-24 were within the approved limits. Further, the approval of members is being sought for Material Related Party Transactions at the ensuing AGM.

The Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

23. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), a detailed report on Corporate Governance for the financial year ending on March 31, 2024, is included in the Annual Report. Mr. Mehul Bambroliya Practicing Company Secretary, who is also the Secretarial Auditors of your Company, have certified that your Company is in compliance with the requirements of Corporate Governance in terms of Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (LODR), is presented in a separate section forming part of the Annual

Report.

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

The Provision of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 details regarding Conservation of Energy, Technology Absorption, Foreign

Exchange earnings and outgo are given in "Annexure – II" appended herewith, forming part of this Report.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of the Corporate Social Responsibility under the Companies Act, 2013 are not applicable on the Company.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may email to the Company in this regard.

27. DIRECTORS RESPONSIBILITY STATEMENT

Your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) and 134(5) of the Companies Act, 2013 state that: a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The directors have 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 as at March 31, 2024 and of the Loss of the Company for that year; c) The Directors have 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; d) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively; f) 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.

28. RISK MANAGEMENT AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks.

The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

29. LISTING WITH STOCK EXCHANGES:

The Companys shares are listed on BSE Ltd. with effect from July 05, 2013. The annual listing fee for the financial year 2024-25 has been paid to BSE have been deposited within the due date to the statutory authority.

30. INFORMATION UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the constitution of the Internal Complaints

Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial complaint filed before the said Committee and there was no complaint pending at the beginning or end of the said financial year.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the provisions of all applicable Secretarial Standards as amended and issued by Institute of Company Secretaries of

India and notified by the Ministry of Corporate Affairs and your Directors confirm same the financial year 2023-24.

32. ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the dedication and commitment of Companys employees at all levels which has continued to be our major strength.

The Directors also thank the shareholders, investors, customers, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.

Annexure I

Form No. MR – 3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Ampvolts Limited (w.e.f. 20/06/2024)

(Formerly known as Quest Softech (India) Limited) Cabin No. 11, 7^th Floor, Times Square,

Andheri Workflo, Next to Sai Service,

Andheri East, Mumbai – 400 069.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Ampvolts Limited (Formerly known as Quest Softech (India) 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 my opinion thereon.

Based on my verification of the books, 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, I hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024, complied with the statutory provisions 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:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. Ampvolts Limited (formerly known as Quest Softech (India) Limited) for the financial year ended on 31^st March, 2024 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 Depositories Act, 1996 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 - Not applicable to the Company during the Audit period;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) to the extent applicable to the Company: -a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d. The Securities and Exchange Board of India (Depositories & Participants) Regulations, 2018; and e. Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations,1993 regarding the Act and dealing with client. f. The Memorandum and Articles of Association.

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The

Institute of Company Secretaries of India under the provisions of the Companies Act, 2013 and during the financial year under report, the Company has: - generally complied with the provisions of the Secretarial Standards referred to above; - complied with the provisions of the other applicable Acts, Rules, Regulations, Guidelines etc. mentioned above except for the non- compliance of Regulation 33 of LODR for the quarter ended 31^st December, 2023 wherein while filing outcome of the Board Meeting the Limited Review Report was not uploaded on the BSE Website. The company has paid the sum of Rs. 1,23,900/- penalty levied by the BSE.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors as per Section 203 of the Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The changes in the composition of the Board of Directors, if any, that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days 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.

None of the members have communicated dissenting views, in the matters / agenda proposed from time to time for consideration of the Board and its Committees thereof, during the year under the report, hence were not required to capture and recorded as part of the minutes.

I further report that 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.

I further report that following event(s)/action(s) had a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. a. Issuance of 1,60,00,000 equity shares of face value of Rs. 10/- each at a premium of Rs. 30/- each.

On application Rs. 10/- (consisting Rs. 3/- for face value and Rs. 7/- towards the premium) were called up.

This Report is to be read with our letter of even date which is annexed "ANNEXURE - A" and forms an Integral Part of this Report.

"ANNEXURE – A" TO THE SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^STMARCH, 2024) To, The members, Ampvolts Limited (Formerly known as Quest Softech (India) Limited) Cabin No. 11, 7th Floor, Times Square,

Andheri Workflo, Next to Sai Service,

Andheri East, Mumbai – 400 069.

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

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the Audit practices and processes as where 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. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I 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, regulations and standards is the responsibilities of the management. My examination was limited to the verification of procedures on test basis.

6. As regard the books, papers, forms, reports and returns filed by the Company under the provisions referred to in our Secretarial Audit Report in Form MR-3 the adherence and compliance to the requirements of the said regulations is the responsibility of management. Our examination was limited to checking the execution and timeliness of the filing of various forms, documents that need to be filedby the Company with various authorities under the said regulations. I have not verified the correctness and coverage of the contents of such forms, reports, returns and documents.

7. 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 - II

Details of Conservation of energy, technology absorption, foreign exchange earnings and outgo

A Conservation of energy
(i) the steps taken or impact on conservation of energy	The Company is engaged in the continuous process of energy conservation through improved operational practices.
	Further, the company has ventured into business sales and services related to Electric vehicle chargers and charging stations since March 2023.
	In view of the same the company has taken effective measures to conserve the energy.
	The Company consciously makes all efforts to conserve energy across all its operations.
(ii) the steps taken by the Company for utilising alternate sources of energy	N.A.
(iii) the capital investment on energy conservation equipments	NIL
B Technology absorption
(i) the efforts made towards technology absorption	Your Company has not imported any technology during the year under review.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	N.A
(iii) in case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):
(a) the details of technology imported;
(b) the year of import;	N.A.
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development	N.A.
C Foreign exchange earnings and outgo	2023-2024	2023-2022
	(Rs. in Lakhs)	(Rs. in Lakhs)
(i) The foreign exchange outgo (actual outflows)	Nil	Nil
(ii) The foreign exchange earned (actual inflows)	Nil	Nil

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the

Executive Director. These Codes are available on the Companys website.

As per Regulation 17 read with Schedule V, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Vipul Chauhan, Managing Director of the Company, to the best of my knowledge and belief and on the basis of declaration given to me, do hereby affirm that all the Directors and the Code of Conduct as laid down by the company as applicable to them for the financial year ended on March 31, 2024.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To,

The Members

Ampvolts Limited (w.e.f 20/06/2024)

(Formerly known as Quest Softech (India) Limited)

Cabin No. 11, 7th Floor, Times Square,

Andheri Workflo, Next to Sai Service,

Andheri East, Mumbai – 400 069

I have examined the relevant registers, records, forms, returns and disclosures received from the

Directors of Ampvolts Limited (Formerly known as Quest Softech (India) Limited) having CIN:

L72200MH2000PLC125359 and registered office at Cabin No. 11, 7th Floor, Times Square, Andheri Workflo, Next to Sai Service, Mumbai 400 069 (hereinafter referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation

34(3) read with Schedule V Para-C clause 10(i) of the Securities Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my/our information and according to the verifications (including Directors Identification Number (DIN) status at the portalwww.mca.gov.in ( ) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or Ministry of Corporate Affairs, or any such other Statutory Authority

S r . No. Name of Director	Director Identification Number (DIN)	Date of Appointment in Company (as appearing on the MCA portal)
1. Mrs. Tejas Shah	08626567	20/02/2020
2. Mr. Vipul Chauhan	01241021	20/12/2022
3. Mr. Naimish Raval	09359061	20/12/2022
4. Mr. Jaydeep Mehta	06952808	20/12/2022
5. Mr. Bipin Hirpara	08249274	05/05/2023

Ensuring the eligibility for the appointment/ continuity of Director on the Board is responsibility of the management of the Company. My responsibility is to express an opinion on these based on our to the future viability verification. Thiscertificate of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

CERTIFICATE BY CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) OF THE COMPANY

We, Mr. Vipul Chauhan, Managing Director and Mrs. Bhadresha Patel, Chief Financial Officer of the Company, hereby, to the best of our knowledge, certify that: a. We have reviewed the Audited Financial Statements for the financial year ended 31st March, 2024, along with all its schedules and notes on accounts, as well as the Cash Flow Statement and the Board Report; b. Based on our knowledge and information, these statements do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the statements made; c. Based on our knowledge and information, the financial statements, and other financial information included in this report, present in all, material respects, a true and fair view of Companys affairs, the financial condition, result of operations and cash flows of the Company as of, and for, the periods presented in this report and are in compliance with the existing Accounting Standards and/ or applicable laws and regulations; d. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violate Companys code of conduct. e. We are responsible for establishing and maintaining disclosure controls, procedures and internal controls over the financial reporting of the Company and have also disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, and what we have done or propose to do to rectify these. f. We have also disclosed to the auditors as well as the Audit Committee, instances of significant fraud, if any, that involve management or employees having significant role in the Companys internal control systems; and g. We have indicated to the auditors, the Audit Committee and in the notes to the accounts, whether control and / or accounting policies during the or not there were any significant year.