Market & News

To,

The Members,

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.

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 rati_cation 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.

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.

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:

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

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

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.

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".

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 afirm that during the financial year 2024-25, no employee or director was denied access to the Chairman of the Audit Committee.

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

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.

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.

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.

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:

In 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.

In 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.

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. 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.

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.

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.

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.

In 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.

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.

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

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.

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.

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.

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.

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 Committee 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.

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.

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.

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.

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.

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.

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.

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