The Board of Directors have pleasure in presenting their Twenty Sixth (26^th) Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(? In lakhs)

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have
been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of
Corporate Affairs and as amended from time to time.

2. BRIEF DESCRIPTION OF COMPANY AFFAIRS DURING THE YEAR

The Company is engaged in the business of sales and services related to Electric Vehicle (EV) chargers and
charging stations. Its operations include trading of EV charging equipment, installation and commissioning
of chargers, site feasibility assessment, and provision of after-sales services including Annual Maintenance
Contracts (AMCs). The Company caters to individual consumers, commercial establishments, and fleet
operators, thereby contributing to the development of a sustainable EV charging ecosystem in India.

3. DIVIDEND

The Board of the Company regrets their inability to recommend any dividend for the financial year ended
March 31, 2025, due to the inadequate profits.

4. RESERVES

No amount is proposed to be transferred to the reserves for the financial year ended March 31, 2025.

5. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year and the date of signing of this report.

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

During the period under review, no significant and material orders have been passed by the regulators or
courts or tribunals impacting the going concern status of the Company or will have bearing on Company's
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 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-Six (26^th) AGM.

ii. Secretarial Auditors

Mr. Mehul Bambhroliya, Practicing Company Secretary, Mumbai (M. No. 28191/COP No. 10198) was
appointed as the Secretarial Auditor of the Company of the Company for a period of 5 consecutive
years, commencing from FY 2025-26 to FY 2029-30, at the Board meeting held on August 13, 2025,
based on the recommendation of the Audit Committee, subject to the approval of the Members at the
ensuing AGM of the Company. He will undertake secretarial audit as required and issue the necessary
secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of
the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and amended Regulation 24A of the Listing Regulations. He has confirmed that his appointment
complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking Members'
approval for his appointment forms part of the Notice.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The
Secretarial Audit Report is provided as Annexure-I to this Report. The observation mentioned in the
Secretarial Audit report is self -explanatory.

iii. Internal Auditors

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.
2024-25.

9. AUDITORS' REPORT

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

10. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 11 (Eleven) times during the year under review. The
Board meetings were held on 27^th April, 2024, 26^th June, 2024, 14^th August, 2024, 3^rd October, 2024,
10^th October, 2024, 14^th November, 2024, 29^th November, 2024, 4^th December, 2024, 25^th January, 2025,
13^th February, 2025 and 20^th February, 2025. The intervening gap between the two consecutive meetings
was within the period prescribed under the Act and Listing Regulations including circulars / notifications
issued thereunder.

The attendance of the directors is as under:

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company had no subsidiary, joint venture or associate company during the financial year 2024-25.

12. SHARE CAPITAL OF THE COMPANY

As on 31^st March, 2025, the share capital of the company is ' 25,83,51,069 divided as under:

a. Issued, Subscribed and fully Paid up: 2,57,10,913 Equity Shares of ' 10/- each

b. Issued, Subscribed and partly Paid up:

a. 1,82,036 Equity Shares of ' 10/- each out of which ' 3/- paid up

b. 1,07,051 Equity Shares of ' 10/- each out of which ' 6.50/- paid up.

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

The Board of Directors of the company has passed a resolution at its meeting held on July 26, 2023,
approving the Rights Issue of Equity Shares of the Company of Face value ' 10/- each at issue price
of ' 30/- each, for an aggregate amount of up to ' 4,800.00 lakhs ("the Rights Issue"), to the existing
Shareholders (i.e.8 (Eight) Equity Shares for every 5 (Five) Fully Paid Equity Shares held) of the Company as
on the record date ("Eligible Equity Shareholders").

Company has received ' 3,153.01 lakhs in year ended March 31, 2025 and ' 1,600.00 lakhs towards issue of
partly paid share (i.e. ' 3/- per share) pursuant to right issue till March 31, 2024. Utilisation of these money
in respective year of receipt is as under:

* Note :- In the Letter of Offer filed with Exchange at time of right issue, Company had disclosed repayment of loan as one
of the purpose for utilisation of funds amounting to ' 427.44 Lakhs. However, due to delay in getting funds by way of right
issue, promoter company provided additional loan for procuring and installing electric vehicle chargers and for general business
purpose. As company repaid the entire amount borrowed to promoter company, utilisation is disclosed under "Repayment of
loan".

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 year 2024-25, no employee or director was denied access to the
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, 2025 is
available on the Company's website at www.ampvolts.com

16. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits within the
meaning of Sections 73 and 76 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014. Accordingly, the provisions relating to furnishing details of deposits or unclaimed/
unpaid dividends are not applicable to the Company.

17. MANAGERIAL REMUNERATION AND OTHER DETAILS

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial
Year 2024-25 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 financial year.
The Remuneration Policy is placed on the website of the Company www.ampvolts.com.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board of Directors of the Company comprised five Directors. The Board has an
appropriate and balanced mix of Executive, Non-Executive, and Independent Directors, in compliance
with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). The composition of the Board reflects a strong
commitment to sound corporate governance practices and effective oversight of the Company's
management and operations.

a) Retirement by Rotation:

I n accordance with the provisions of the Companies Act, 2013 and the Articles of Association of
the Company, Mr. Naimish Raval, Executive Director, is liable to retire by rotation at the 26^th
Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of
Directors recommends his re-appointment. A resolution seeking approval of the shareholders for
his re-appointment, along with the requisite details pursuant to Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued
by the Institute of Company Secretaries of India, forms part of the Notice convening the Annual
General Meeting.

b) Appointment and Re-appointment:

Mrs. Tejas Shah (DIN: 08626567) is an Independent Non-Executive Director on the Board of the
Company. She was first appointed as an Independent Director on February 20, 2020, and her
appointment was approved by the members at the Annual General Meeting held on September 30,
2020, for a term of five consecutive years commencing from February 20, 2020, to February 19, 2025.

I n view of the impending completion of her first term, the members of the Company, at the 25^th
Annual General Meeting held on Tuesday, September 24, 2024, approved her re-appointment as
a Non-Executive Independent Director for a second term of five consecutive years, commencing
from February 20, 2025, to February 19, 2030. Her office shall not be liable to retire by rotation, in
accordance with the provisions of Section 149(13) of the Companies Act, 2013.

c) 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 Company's 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 Director's name in the data bank of Indian Institute of
Corporate Affairs ("IICA") till they continue to hold the office of an 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.

I n 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.

d) Annual performance evaluation by the Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors has
carried out an annual evaluation of its own performance, the performance of individual Directors
(including Independent Directors), as well as the working of its committees.

The Nomination and Remuneration Committee of the Company has laid down the manner in which
such evaluation shall be carried out and has delegated the authority to the Board to implement
the evaluation process. In accordance with the methodology prescribed, the Board formulated a
structured questionnaire covering various aspects of its functioning, the effectiveness of Board
and Committee processes, and the performance of individual Directors and the Chairperson. The
questions were tailored considering the business requirements of the Company and the roles and
responsibilities assigned to the Directors.

The evaluation of each Committee was carried out by the Board based on evaluation reports
submitted by the respective Committees. The performance evaluation reports of individual
Directors were reviewed by the Chairman of the Board.

The key criteria considered for the performance evaluation of Directors included:

i. Attendance at Board and Committee meetings;

ii. Quality and depth of contribution during Board deliberations;

iii. Strategic inputs provided in shaping the future direction of the Company; and

iv. Value-added feedback and perspectives 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 (Not Mandatory as per LODR)

Details of all the Committees along with their composition, changes, if any, and meetings held during the
financial year 2024-25 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 2024¬
25 with related parties were in the ordinary course of business and on arm's 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 Company's 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 25^th Annual General Meeting, by passing necessary resolution for Material Related Party Transactions
to be entered from the conclusion of the 25^th Annual General Meeting (AGM) upto the date of the 26^th
AGM. The transactions for F.Y. 2024-25 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

I n accordance with the 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 ended March 31, 2025, forms an integral part of this Annual Report.

Mr. Mehul Bambhroliya, Practising Company Secretary, who also serves as the Secretarial Auditor of the
Company, has certified that the Company has complied with the requirements of Corporate Governance
as stipulated under the Listing Regulations. The Compliance Certificate issued by him is annexed to the
Corporate Governance Report.

The Management Discussion and Analysis Report, as required under Regulation 34 of the Listing
Regulations, is presented in a separate section and forms part of this Annual Report, providing insights
into the financial and operational performance of the Company during the year under review, along with
future outlook.

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 relating to remuneration and other details as required pursuant to Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, is as under:

*Non-Executive Independent Directors do not receive any remuneration other than sitting fees for
attending meetings of the Board of Directors and its Committees.

None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed
under Section 197 of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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, 2025 and of the Profit 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 Company's shares are listed on BSE Ltd. with effect from July 05, 2013. The annual listing fee for
the financial year 2025-26 has been paid to BSE and requisite taxes in respect of listing fees 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.

The members of the ICC C ommittee are as under

During the financial year 2024-25, there was no 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 compliance of the same the financial year
2024-25.

32. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the
Company under sub-section (12) of Section 143 of the Act.

33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the year under review and till date of this Report, the Company has neither made any application
against anyone nor any proceedings were pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has neither availed any loan from banks or financial institution and hence there is no
application being ever made for One Time Settlement (OTS) with any banks or financial institution.

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.

36. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the
gender composition of its workforce as on the March 31, 2025.

Male Employees: 8
Female Employees: 3
Transgender Employees: 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

37. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude and wishes to place on record its appreciation for the
dedication and commitment of Company's 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.

For and on behalf of the Board of Directors
Ampvolts Limited
(Formerly known as Quest Softech (India) Limited)

Vipul Chauhan Naimish Raval

Managing Director Executive Director

(DIN: 01241021) (DIN: 09359061)