Mercury

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Date-November 08,2024

To
BSE Ltd.
P. J. Towers
Dalal Street,
Mumbai - 400 001.
BSE Scrip Code: 531357

Dear Sir/Mam
Sub: - Integrated Annual Report of the Company for the Financial Year 2023-24.

Pursuant to Regulation 34(1) of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we are
submitting herewith the Integrated Annual Report of the Company along with the Notice of
AGM for the financial year 2023-24 which is being sent through electronic mode to the
Shareholders.

The Integrated Annual Report containing the Notice is also uploaded on the Company’s
website

We would further like to inform that the Company has fixed Saturday, 23rd November, 2024
as the cut-off date for ascertaining the names of the shareholders holding shares either in
physical form or in dematerialised form, who will be entitled to cast their votes electronically
in respect of the businesses to be transacted as per the Notice of the AGM and to attend the
AGM.

You are requested to take the same on your record.

Thanking you

Yours faithfully,

For,
MERCURY EV-TECH LIMITED
JAYESHKUMAR Digitally signed by
JAYESHKUMAR
RAICHANDBHA RAICHANDBHAI THAKKAR
Date: 2024.11.08 19:43:14
I THAKKAR +05'30'
__________________
JAYESH RAICHANDBHAI THAKKAR
MANAGING DIRECTOR
DIN: 01631093
Table of
Contents

01 Message from the C.E.O. 09 Corporate Information


..... I ..... 01

02 Corporate Snapshot 10 Notice


..... II ..... 02

03 Our Journey 11 Directors’ Report


..... IV ..... 25

04 Industry Outlook 12 Corporate Governance Report


..... V ..... 39

05 Product Description 13 Independent Auditors Report


.....VIII (Standalone) ..... 68

06 Key Financial Highlights 14 Standalone Financial Statements


..... XI ..... 78

07 Certifications 15 Independent Auditors Report


..... XII (Consolidated) ..... 111

08 Press Coverage 16 Consolidated Financial Statements


..... XIII ..... 118
DEVELOPING INNOVATIVE
AND ADVANCED ELECTRIC
MOBILITY SOLUTIONS.
18 ACRES State of The Art
R&D Centre Battery Manufacturing

CED Coating End to End


Plant EV Solutions

Green Energy State of The Art


Facility Chasis Manufacturing
Message from the C.E.O.
Electrifying vehicles and energizing dreams, Mercury EV Tech is
engineering a sustainable future where clean mobility
transforms lives and our nation's progress.

Dear Stakeholders,

As India's EV market surges towards a projected USD 113.99 billion by 2029,


Mercury EV Tech Limited stands ready to lead this revolution.

Our end-to-end solutions approach, from state-of-the-art chassis manufacturing


to advanced battery production, positions us uniquely in the industry. Our
strategic location and expansive R&D center near Vadodara drive our innovation
and distribution capabilities.

Supported by government initiatives like FAME India and PLI schemes, we're
aligned with the vision of Atmanirbhar Bharat. Our diverse product range,
spanning two-wheelers to buses, caters to varied market needs.

As we shape India's automotive future, our focus remains on innovation, quality,


and sustainable growth. Join us in this exciting journey as we transform
transportation, one electric vehicle at a time.

Together, we're creating the future.

I
Corporate Snapshot
Mercury EV Tech stands as a comprehensive solution provider
for all electric vehicle requirements, embodying our tagline that
we are more than just an EV manufacturer.

In the realm of electric Our diverse product range This prime location
automobiles, we proudly spans from two-wheelers enhances our connectivity
position ourselves as a to buses, loaders, and and operational efficiency.
one-stop solution, not only passenger vehicles, Furthermore, we have
producing vehicles but also catering to various established a
manufacturing critical transportation needs. state-of-the-art Research
components such as With a strong commitment and Development centre,
batteries, chassis, and to supporting Atmanirbhar spread across an
motor controllers. Our Bharat (Self-Reliant India), impressive 18 acres of land.
capabilities extend to we strive to drive This dedicated R&D facility,
include a CED coating sustainable development situated just 20 kilometres
plant, enhancing our by facilitating the from the heart of Vadodara
end-to-end offerings. transition from city, underscores our
conventional fuel usage to commitment to innovation
E-2W, E-3W electric alternatives. and technological
E-Buses
E-Loaders
advancement in the EV
Our vision encompasses sector.
every aspect of the EV
CED ecosystem, from individual
Caoating
Plant components to complete
vehicles, making Mercury
Battery
EV Tech synonymous with
Vadodara,
Management electric vehicle innovation. Gujarat
System
Strategically located on the
golden quadrilateral, our
facility sits along one of
Chasis
India's busiest national
highways near Por, Gujarat,
between the major
Battery metropolitan hubs of Delhi
and Mumbai. Mercury EV Tech is emerging
as a promising enterprise in
the E-vehicles domain.

II
Vision Mission
To create EV Infrastructure across India We are committed to contribute India's vision to
through Green Energy. To become become 100% Electrifying Indian roads.We are
comprehensive EV Solution provider for committed to create sustainable energy growth
India where the company will for the public at large along with our takeholders.
manufacture all the components under We are committed towards building of business
one roof to eliminate the dependency of values and maximise our support to became
this sector on China. growth engine for India.

Our Presence

Global Headquarter

State Of art R&D Centre Battery Unit Tractor Axle Manufacturing

State Of Art R&D Centre

III
Our Journey

November
2023
Completion of
preferential issue

Strategic partnership October


with SRBH Motors
Pvt. Ltd. and Started 2023
Container Mfg.
August
2023 May
2023
Received Approval of Approval Of L3
AIS-156 Phase II category 3
certification for 3 wheeler
wheeler high speed
battery

EV 12 Seats off December February


road bus 2022 2023
January Received Rs 110 cr.
2023 order supply Of
2W battery
Begin new plant
(headquarter
November contribution)
2022
Company has
developed L5
Passenger Loader

September
Right issue 2022
subscribed
1.5 times August
2022
Incorporated
Powermetz
Subsidiary

July
June
Acquired 18
2022
acres land 2022
on NH8 INR 48 Cr.
Rights Issue

Established April
R & D Centre,
Por, Vadodara
2022

March
2022

Mercury Metals Ltd Acquired


through open offer

IV
Industry Outlook
Electric vehicles (EVs) The Industry shows two-wheelers and
have emerged as a beacon immense potential to drive three-wheelers by 2030.
of hope in a world where change, provide a brighter In absolute numbers, this
environmental challenges and more eco-friendly is estimated to translate
loom large. With their future for India and into an impressive target
promise of cleaner, more contribute to global efforts of 80 million EVs on Indian
sustainable mobility, EVs to combat climate change roads by 2030. The country
are key players in the fight and create cleaner, also aims to achieve 100
against climate change healthier cities. per cent local production
and urban pollution. India has set an ambitious of EVs under the ‘Make in
target of increasing the India’ initiative.
India’s EV Industry is on share of EV sales to 30 per
the verge of a cent in private cars, 70 per
transformative journey, cent in commercial
ready to shape the nation’s vehicles, 40 per cent in
transportation landscape. buses, and 80 per cent in

Adoption and Industry Focus


The India electric vehicle has recorded strong contributing to a dynamic
market size is projected to growth in the past few and competitive
grow from USD 3.21 billion years and is supported by environment.
in 2022 to USD 113.99 the Government's
billion in 2029, growing at implementation of According to a joint report
a compound annual favourable policies and by GameChanger Law
growth rate of 66.52 per programs. These Advisors and Speciale
cent, according to a report developments have caught Invest, the Indian EV
by Fortune Business the attention of both battery market is also set
Insights. domestic and international to skyrocket, from $16.77
investors, sparking interest billion in 2023 to an
This meteoric rise is in the Indian EV sector. impressive $27.70 billion
indicative of the Industry's by 2028.
potential to transform the As the market continues to
automotive landscape in evolve, new players are
the country. The Industry entering the field,

V
Adoption and Industry Focus
Data from the Ministry of brands are taking the It is a clear indication that
Road Transport and electric vehicle segment the Industry is committed
Highways indicates that seriously. Established to enabling widespread EV
these EV registrations players and new entrants adoption.
accounted for 6.4% of total alike have embraced the
automobile sales in the EV revolution and A recent report by the
country. In 2023, the introduced a range of Confederation of Indian
two-wheeler segment electric vehicles in the Industry (CII) underscored
accounted for 56% of EVs Indian market. Beyond the need for a minimum of
sold, closely followed by automakers, industries 1.32 million charging
three-wheelers and including automotive, stations in India by 2030 to
passenger vehicles. power, and oil are support the rapid
bolstering this shift proliferation of electric
Notably, CY2022 was the towards clean mobility. vehicles.
first year when EV sales in Collectively, these sectors
India had charged past the are investing heavily in To maintain an ideal ratio
million-unit mark. Fleet expanding EV charging of one charger for every 40
operators played a crucial infrastructure across the electric vehicles, India
role in this milestone, as country. must install over 400,000
they contributed charging stations annually,
substantially, accounting Thousands of charging culminating in 1.32 million
for roughly 25 percent of stations have already been chargers by the target year.
all EVs sold in 2022. This established, with
achievement highlights commitments to construct
the growing acceptance of even more.
electric vehicles across
various sectors of the
Indian market. The
milestone also serves as a
testament to the changing
preferences of consumers
and businesses alike.

Numerous automotive

VI
Government Initiatives
This success of EVs can be scheme for manufacturing have far-reaching
credited to a combination advanced chemistry cell implications for various
of factors, including (ACC) batteries have sectors of the economy.
government initiatives at proved instrumental in
both the central and state fostering local production States have also shown a
levels, a dedicated Industry and boosting EV adoption. growing interest in
focus, and growing public fostering the Industry and
adoption of electric The Government of India is embracing EVs. Delhi, for
vehicles. also exploring the instance, has set an
possibilities of switching ambitious goal of
Programs like Faster all their vehicles to electric transitioning 80 percent of
Adoption and in the next few years. This its city buses to electric
Manufacturing of Hybrid transition represents a power by 2025. Achieving
and Electric Vehicles in significant shift in the this target requires a
India (FAME India), the country's approach to substantial increase in the
Production-Linked transportation. number of e-buses, from
Incentive (PLI) scheme for 800 to an impressive 8,000.
the Auto and Auto The move towards electric
Component, and the PLI vehicles is expected to

VII
Product Description

Electric E-Rickshaw

VIII
Product Description

6+1 Seater Passenger E-Rickshaw

E-Loader

E-Loader

E-Loader

IX
Battery Manufacturing
Mercury EV Tech Limited's control systems and density, thermal
cutting-edge battery rigorous testing protocols, management, and safety
manufacturing unit the unit maintains features, the unit
represents the pinnacle of exceptional standards exemplifies Mercury's
EV technology throughout the production commitment to
advancement in India. cycle. The facility innovation.
The state-of-the-art facility specializes in This manufacturing
integrates advanced manufacturing advanced excellence positions
automation with precision chemistry cell batteries, Mercury EV Tech as a key
engineering to produce optimized for various player in India's growing
high-performance battery vehicle categories from EV battery market,
packs. Equipped with two-wheelers to buses. projected to reach $27.70
sophisticated quality With a focus on energy billion by 2028.

Chasis Manufacturing
Mercury EV Tech Limited's research and development exceptional craftsmanship
state-of-the-art chassis enhances manufacturing standards, the facility
manufacturing facilities capabilities to meet operates around the clock
are equipped with evolving market demands. to meet the growing
advanced machinery, With highly trained demand for electric vehicle
producing diverse chassis employees maintaining components in the market.
types from electric
scooters to buses and golf
carts. The company's
rigorous quality control
processes ensure each
chassis meets stringent
industry standards, while
continuous investment in

X
Key Financial Highlights

Stanalone Consolidated
Particulars
For The Year Ended For The Year Ended
2022-2023 2023-2024 2022-2023 2023-2024
Operating Revenue 1341.64 1918.05 1609.7 2202.25
Earnings before Intreset Taxes
and Amortization (EBITA) 116.1 353.04 169.12 341.62
Profit before Tax (PBT) 109.13 308.8 160.5 288.73
Net Profit 88.00 219.27 139.37 199.2

Operating Revenue EBITA


Standalone Consoloidated Standalone Consoloidated
2500
(Rs.in Lakhs) (Rs.in Lakhs)
350

300
2000
250
1500 200

150
1000
100
500 50

0 0
2022-23 2023-24 2022-23 2023-24

Profit (Standalone) Profit (Consolidated)


Before Tax Net Before Tax Net
350
(Rs.in Lakhs) 350
(Rs.in Lakhs)
300 300
250 250
200 200
150 150
100 100
50 50
0 0
2022-23 2023-24 2022-23 2023-24

XI
Certifications

XII
Press Coverage

XIII
CORPORATE INFORMATION
BOARD OF DIRECTORS REGISTERED OFFICE
367-368, GIDC, Por, Village Por, Taluka
Ms. Manshi Jain Vadodara, Vadodara, Gujarat, 391243
Chairperson, Independent Director

Mr. Kavit Jayeshbhai Thakkar


Executive Director and CEO COMPANY SECRETARY
Mr. Mikhil N. Gohil
Mr. Darshankumar Jitendra Shah
(upto 11/12/2023)
Executive Director

Mr. Dinesh Kumar Sinha Mrs. Charmy Milind Joshi


Independent Director (w.e.f- 11/03/2024)

Mr. Harit Gopalbhai Shah


Non-Executive - Non-Independent Director STATUTORY AUDITORS
M SAHU & CO
Mr. Sachin Shivaji Wagh Chartered Accountants
Independent Director
SECRETARIAL AUDITORS
Mr. Lalit Vitthal Waankhede M/s Vishwas Sharma & Associates
Non-Executive - Non Independent Director
Company Secretaries
Mr. Arif Rajjak Sayyad
Non-Executive - Non Independent Director

Mr. Ajay Ramkrishna Shukla


Independent Director

Bankers of the Company


AU Small Finance Bank
Axis Bank Ltd

Tel. No.: +91 265 2222777


Email: [email protected]
Web-http://www.mercurymetals.in/

REGISTRAR AND SHARE TRANSFER AGENTS


Accurate Securities & Registry Private Limited

K P Epitome, Lake, B1105 -1108,


Nr. SIDDHI VINAYAK TOWER,
Makarba,
Ahmedabad-380015
1
under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations in the nature of purchase and/or sale of goods,
components, spares & goods, reimbursements of expenses, purchase and/or sale of services, upto Rs.100.00 crores (Rupees
Hundred crores Only) per annum for financial year 2024-25 as detailed in the explanatory statement annexed to this notice,
notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or
along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as
applicable from time to time, provided, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an
arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company/ or Committee thereof be and is hereby authorised to do
or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties that may arise with regard
to any transaction with the related party and execute such agreements, documents and writings and to make such filings as
may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.
Item No.5 :- To approve Material Related Party Transactions to be entered by the Company With Relate d
Parties
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read
with the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force)
and pursuant to provision of regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including
any statutory modification(s) or re-enactment thereof and subject to such other approvals, consents, permissions and sanctions
of other authorities as may be necessary, and also pursuant to the approval of the Audit Committee and the Board of Directors
vide resolutions passed at their respective meetings, consent of the Members of the Company be and is hereby accorded to the
Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee
of the Board), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions
or modification(s)of earlier arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether
individually or series of transaction(s) taken together with M/s. Haitek Automotive Private Limited, a 'Related Party' as defined
under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations in the nature of purchase and/or sale of goods,
components, spares & goods, reimbursements of expenses, purchase and/or sale of services, upto Rs.100.00 crores (Rupees
Hundred crores Only) per annum for financial year 2024-25 as detailed in the explanatory statement annexed to this notice,
notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or
along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as
applicable from time to time, provided, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an
arm's length basis and in the ordinary course of business of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company/ or Committee thereof be and is hereby authorised to do
or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties that may arise with regard
to any transaction with the related party and execute such agreements, documents and writings and to make such filings as
may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.
Item No.6 :- To approve Material Related Party Transactions to be entered by the Company With Relate d
Parties:
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read
with the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force)
and pursuant to provision of regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including
any statutory modification(s) or re-enactment thereof and subject to such other approvals, consents, permissions and sanctions
of other authorities as may be necessary, and also pursuant to the approval of the Audit Committee and the Board of Directors
vide resolutions passed at their respective meetings, consent of the Members of the Company be and is hereby accorded to the
Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee
of the Board), for entering into and / or carrying out and / or continuing with existing contracts / arrangements / transactions
or modification(s)of earlier arrangements / transactions or as fresh and independent transaction(s) or otherwise (whether
3
individually or series of transaction(s) taken together with M/s. POWERMETZ ENERGY PRIVATE LIMITED, a 'Related Party' as
defined under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations in the nature of purchase and/or sale
of goods, components, spares & goods, reimbursements of expenses, purchase and/or sale of services, upto Rs.50.00 crores
(Rupees Fifty crores Only) per annum for financial year 2024-25 as detailed in the explanatory statement annexed to this
notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the
Company or along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations
as applicable from time to time, provided, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an
arm's length basis and in the ordinary course of business of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company/ or Committee thereof be and is hereby authorised to do
or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties that may arise with regard
to any transaction with the related party and execute such agreements, documents and writings and to make such filings as
may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company."
Item No.7-Appointment of Mr. Ajay Ramkrishna Shukla (DIN: 10714665) as Director in Category of Non -
Executive Independent Director
To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution
“RESOLVED THAT pursuant to Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 ("the
Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Companies Act,
2013 (the "Act") (including any statutory modifications or re-enactments thereof for the time being in force) and Regulation
16(1)(b), 17, 25 and other applicable provisions, if any, of Chapter IV of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force) and the Articles of Association of the Company based on the Nomination and remuneration
Policy, Mr. Ajay Ramkrishna Shukla (DIN: 10714665) who has given his consent and meets the criteria for independence under
section 149(6) of the Act, be and is hereby appointed as an Independent Director under the Category of Non-Executive
Independent Director on the Board of Directors of the Company, for a term of 5 years with effect October 01, 2024, not liable
to be retire by rotation.
RESOLVED FURTHER THAT approval of the Members be accorded to the Board of Directors (which term shall include its duly
empowered Committee(s) constituted/to be constituted by it to exercise its powers including the powers conferred by this
resolution) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection to give
effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute
all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient "
Item No.8-Appointment of Arif Rajjak Sayyad (DIN: 07896017) as Director in Category of Non -Executiv e
Non- Independent Director
To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution
“RESOLVED THAT pursuant to the provisions of Section 149, 152, 161 and other applicable provisions, if any, of the Companies
Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable rules made
thereunder, the Articles of Association of the Company and Nomination and remuneration Policy, Mr. Arif Rajjak Sayyad (DIN:
07896017) who has given his consent be and is hereby appointed as a Director under the Category of Non-Executive with
effect October 01, 2024 on the Board of Directors of the Company and that his term of appointment shall be liable to retire by
rotation.
RESOLVED FURTHER THAT approval of the Members be accorded to the Board of Directors (which term shall include its duly
empowered Committee(s) constituted/to be constituted by it to exercise its powers including the powers conferred by this
resolution) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection to give
effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute
all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient. "

4
Item No 9:- To Consider and approve appointment of Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) As
Director & Managing Director Of The Company.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: -
RESOLVED THAT on recommendation of nomination and remuneration committee and pursuant to the provisions of Section
161 read with Rules of Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable provisions
of the Companies Act, 2013 and applicable rules framed there under, including any modification or re-enactment thereof for
the time being in force, Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) who was appointed as an Additional Director under
the category of Promoter-Executive Director of the Company by the Board of Directors w.e.f. November 07, 2024 and who holds
office until the date of ensuing Annual General Meeting, and in respect of whom the Company has received a notice in writing
from a member under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Jayesh Raichanbhai Thakkar
(DIN: 01631093)for the office of the Director of the Company, be and is hereby appointed as Director of the Company whose
period of office shall not be liable to determination for retirement by rotation.
RESOLVED FURTHER THAT pursuant to recommendation of the Nomination and Remuneration Committee and the provisions
of Sections 188, 196, 197, Schedule V and other applicable provisions of the Companies Act, 2013 (the 'Act') read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof for the time being in force) read with the Articles of Association of the Company, the consent of the
Members of the Company be and is hereby accorded for appointment of Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) as a
Managing Director of the Company, for a period of 3 (three) years wi th effect from November 07, 2024 to November 06, 2027,
on such terms and conditions as set out in the Explanatory Statement annexed hereto.
RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of the profits of the Company, the remuneration
mentioned in the Explanatory Statement shall be paid to Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) subject to the limits
as set out under provision of the Act and as may be amended from time to time.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to revise from time to time
during the tenure of the appointment of Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093), the remuneration payable to him
subject to overall limits laid down in Section 197, Schedule V of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force)
without further approval of the members of the Company but with such other approvals, sanctions or permissions, if any,
required for such revision in the remuneration.
RESOLVED FURTHER THAT any of the Director of the Company be and is hereby authorized on the behalf of the Company to
sign and submit necessary E-Forms forms with the Registrar of Companies and to do all such acts, deeds, matters and things
as may be necessary in this regard to give effect to the aforesaid resolution."
Item No.10:- To shift registered office of the Company Outside the Local Limits of the City:
To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: -
RESOLVED THAT pursuant to the provisions of Section 12 (5) of the Companies Act, 2013 and all other applicable provisions,
if any, read with the relevant Rules made thereunder, the consent of the members of the Company be and is hereby accorded
to shift the registered office of the Company from 367-368, GIDC, Por, Village Por, Taluka Vadodara, Vadodara, Gujarat, 391243
to Block No. 28, Vill-Manglej, Ta-Karjan, Di-Vadodara, 391243 within the State of Gujarat.
RESOLVED FURTHER THAT any Director of the Company be and are hereby authorized to do all such acts, deeds, matters and
things as may be deemed necessary to give effect to the aforesaid resolution including filing necessary forms/ returns with the
Ministry of Corporate Affairs, finalizing and executing necessary deeds, documents etc."
By Order of the Board of Directors
Mercury EV-Tech Limited

Sd/-
Place: Vadodara Manshi Jain
Date: November 07, 2024 Chairperson
DIN: 09533465
5
NOTES:
1. The Ministry of Corporate Affairs (MCA) by Circular No. 14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th
April, 2020 and Circular No. 20/2020 dated 5th May, 2020 and Circular No. 02/2021 dated January, 13, 2021 and
Circular No. 21/2021 dated December 14, 2021 , 02/2022 dated May 5, 2022, 10/2022 dated December 28, 2022 and
the latest being 09/2023 dated September 25, 2023 ("MCA Circulars") read with Securities Exchange Board of India
Circular Nos. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/DDHS/P/CIR/
2022/0063 dated May 13, 2022 and SEBI/HO/CRD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and Circular No.
SEBI/HO/CFD/ CFD- PoD-2/P/CIR/2023/167 dated October 7, 2023 had permitted sending of the Notice only through
electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories as well as
conducting the AGM through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Accordingly, in compliance
with applicable provisions of the Companies Act, 2013 and the said Circulars the:
a. Notice of the AGM along with Annual Report for the financial year 2023-24 is being sent only through electronic
mode to those Members whose e-mail addresses are registered with the Company / Depositories.
b. The 38th AGM of the Members will be held through VC / OAVM. The deemed venue for the AGM of the Company
shall be the Corporate Office of the Company. The Company has enabled the VC facility provided by NSDL for the
Members to participate at the meet. The detailed procedure for participating in the meeting through VC/OAVM
is explained in the subsequent notes of this Notice.
In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and MCA Circulars, the AGM of the Company will be held
through VC / OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only.
2. The notice of AGM along with Annual report are being sent in electronic mode to Members whose e-mail address is
registered with the Company or the Depository Participant(s). Members may note that the Notice will also be available
on the Company's website https://www.mercurymetals.in/, website of stock exchanges i.e., BSE Limited at
www.bseindia.com.
3. The Explanatory Statement pursuant to Section 102(1) of the Act with respect to the Ordinary/Special Business to be
transacted at the meeting set out in the Notice is annexed hereto.
4. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/
mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as,
name of the bank and branch details, bank account number, MICR code, IFSC code, etc with the Depository through
their Depository Participant(s).
5. Members are informed that in case of joint holders attending the Meeting, only such joint holder whose name stands
first in the Register of Members of the Applicant Company/ list of Beneficial Owners as received from National Securities
Depository Limited ("NSDL") /Central Depository Services (India) Limited ("CDSL") (collectively referred to as "Depositories")
in respect of such joint holding will be entitled to vote.
6. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company
as on the cut-off date of November 23, 2024. Members shall have one vote for every one fully paid share of the Company
held by them as on the cut-off date. Members can vote for their entire voting rights as per their discretion.
7. Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the AGM as per section 103
of the Act.
8. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a
speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account
number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak

6
during the AGM but have queries may send their queries in advance seven days prior to meeting mentioning their name,
demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied
to by the company suitably by email.
9. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS
UN DER :-
The remote e-voting period begins on Wednesday, November 27, 2024 at 09:00 A.M. and ends on Friday,
November 29, 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.
The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date
(cut-off date) i.e. November 23, 2024 may cast their vote electronically. The voting right of shareholders
shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off
da te.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of Login Method


shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com
Shareholders either on a Personal Computer or on a mobile. On the e-Services home page click on the
holding "Beneficial Owner" icon under "Login" which is available under 'IDeAS'section , this will prompt
securities in you to enter your existing User ID and Password. After successful authentication, you will be
demat mode with able to see e-Voting services under Value added services. Click on "Access to e-Voting" under
NSDL e-Voting services and you will be able to see e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/

7
Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning
the QR code mentioned below for seamless voting experience.

Individual 1) 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
Shareholders user id and password. Option will be made available to reach e-Voting page without any
holding further authentication. The users to login Easi /Easiest are requested to visit CDSL website
securities in www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your
Demat mode existing my easi username & password.
with CDSL
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting. Additionally, there is also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting service providers' website
directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all e-Voting Service
Providers.

Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to
(holding see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
securities in site after successful authentication, wherein you can see e-Voting feature. Click on company
demat mode) name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of
login through NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting
their depository during the meeting.
participants
8
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related
to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL
Demat mode with NSDL helpdesk by sending a request at [email protected] or call at
022 - 4886 7000
Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL
Demat mode with CDSL helpdesk by sending a request at
[email protected] or contact at toll free no.
1800 22 55 33
B) Logi n Metho d for e-Voting and jo ining v irtual meeting for sharehold ers other than Indivi dual
shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the
screen.Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting
and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:

a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.

b) For Members who hold shares in demat 16 Digit Beneficiary IDFor example if your Beneficiary ID is
account with CDSL. 12************** then your user ID is 12**************

c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the
company
For example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

9
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the
email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your
8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held
in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join
Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

10
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to
[email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board
Resolution / Power of Attorney / Authority Letter etc. by clicking on ”Upload Board Resolution / Authority Letter” displayed
under ”e-Voting” tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User
Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a
request to Ms. Prajakta Pawle at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procurin g user
id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to [email protected]
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name,
client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self
attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding
securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for
e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-
voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible
to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of
the AGM shall be the same person mentioned for Remote e-voting.

11
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful
login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to
click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member
login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and
Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-
Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during
the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning
their name demat account number/folio number, email id, mobile number at [email protected] The same will be
replied by the company suitably.

By Order of the Board of Directors


Mercury EV-Tech Limited

Place: Vadodara S d/-


Date: November 07, 2024 Manshi Jain
Chairperson
DIN:- 09533465

12
Particulars of the Directors seeking appointment / re-appointment at the ensuing Annual General
Meeting pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, as amended and Secretarial Standards on the General Meeting
(In pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
Name of Director Mr. Darshankumar Ajay Ramkrishna Arif Rajjak Sayyad Jayesh Raichandbhai Mr. Kavit Jayeshbhai
Jitendra Shah Shukla Thakkar Thakkar

DIN 08687729 10714665 07896017 01631093 06576294


Date of Birth 25/12/1990 25/06/1985 16/08/1985 01/06/1964 17/07/1993

Date of first 03/10/2022 13/08/2024 13/08/2024 NA 02/03/2022


Appointment on the
board
Relationship Between No Relation No relation No Relation Father of Kavit Son of Jayesh
Directors inter se Jayeshbhai Thakkar Raichandbhai Thakkar
Expertise in Specific 10 Years in the field of Marine Engineer Surface Treatments Operational Expertise, His core area of expertise
functional area solar battery & finance. Plant installation and Business & Strategic is in innovation and
Operations Planning and a great entrepreneurship since
Leader. many years.
Qualification Bachelor of Business Masters in Marine Post Graduate in Commerce Graduate Completed his
Administration Engineering Chemicals from Indian Management graduation
Institute of Technology in “Innovation &
(IIT) Entrepreneurship” from
Symbiosis Institute of
Business Management,
Pune.
Other Board - - - 1. Evexia Lifecare Limited Kavit Edible Oil Limited
Membership* 2. Kavit Edible Oil
Limited
3. Sauver Finvest Mutual
Benefits Limited
Membership / - - - Chairman of Risk -
Chairmanships of Management Committee
Committee in other of Evexia Lifecare Limited
Public Companies
Number of Shares held in Nil Nil Nil Nil Nil
the Company
Listed entities from - - - Mercury EV-Tech Limited -
which the Director has (w.e.f. 27/06/2022)
resigned from
Directorship in last 3
(Three) years
Number of Board 14/14 Nil Nil Nil 14/14
Meetings Attended (FY
2023-24)
Remuneration last drawn Nil Nil Nil Nil 11.65 lakhs
(including sitting fees, if
any)
Remuneration proposed Nil Nil Nil Upto 2,00,000 per month Upto 1,00,000 per month
to be paid

* Private Companies excluded


13
EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013
Item No. 4
The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates approval of shareholders
of a listed entity by means of resolution for all material related party transactions, even if such transactions are in the ordinary
course of business of the concerned company and at an arm’s length basis. Effective from April 1, 2022, a transaction with a
related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with
previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) Rs.1,000 Crore, or
10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.
The Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and
conditions, and the aggregate of such transaction(s) are expected to cross the applicable materiality thresholds as mentioned
hereinabove. Accordingly, as per the SEBI Listing Regulations, approval of the Members is being sought for all such arrangements
/ transactions proposed to be undertaken by the Company. It is further proposed that the said contract(s)/ arrangement(s)/
transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company.
M/s. Traclaxx Tractors Private Limited, a related party operates its business of Manufacturing of Tractor & Tractor parts as,
M/s. Traclaxx Tractors Private Limited is subsidiary of our company and both the companies operates in same business line
both the Companies acknowledge that the related party transactions, inter se, will help them to carry out their business
operations in seamless manner. Group’s exposure and in-depth reach to the customer base, helps Traclaxx, and ultimately the
Company, in achieving its business objective in an effective manner. The Audit Committee has, on the basis of relevant details
provided by the management, as required by the law, at its meeting, reviewed and approved the said transaction(s), subject to
approval of the Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of
business of the Company.
Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is
provided herein below:

Sr. No. Particulars Details


1. Details of Summary of information provided by the management to the Audit Committee
a) Name of the related party and its relationship with the Traclaxx Tractors Private Limited is the Subsidiary
listed entity or its subsidiary, including nature of its Company of Mercury EV-Tech Limited by virtue of holding
concern or interest (financial or otherwise) 65% stake in Traclaxx Tractors Private Limited
b) Name of the director or key managerial personnel who
Jayesh Raichandbhai Thakkar
is related, if any and nature of relationship
In the nature of purchase and/or sale of goods,
components, proposed transaction spares & finished
c) Value, Type & Material Terms and particulars of the
goods, reimbursements of expenses, purchase and/or
proposed transaction
sale of services, trading of material upto Rs.100.00
crores per annum for a F.Y. 2024-25
d) Tenure of proposed transaction (Particulars & tenure) For F.Y. 2024-25

14
Traclaxx Tractors Private Limited, Subsidiary Company,
manufacturing Tractor & Tractor parts and Mercury is
also in the business of manufacturing Electric Vehicles,
Considering the current business environment in E-
vehicle segment where demand is increasing day by day,
2. Justification for the transaction the Company expects the level of transactions to be
above the materiality threshold as prescribed under the
SEBI Regulations, for the period for which the approval
of Members is sought as stated above. The details of the
Related Party Transactions will continue to be disclosed
in the Annual Financial Statements.
Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the
3.
listed entity or its subsidiary:
(I) details of the source of funds in connection with the
proposed transaction
(II) where any financial indebtedness is incurred to make or
give loans, inter-corporate deposits, advances or
investments - nature of indebtedness; - cost of funds; and -
tenure NOT APPLICABLE
(III) applicable terms, including covenants, tenure, interest
rate and repayment schedule, whether secured or
unsecured; if secured, the nature of security
(IV) the purpose for which the funds will be utilized by the
ultimate beneficiary of such funds pursuant to the RPT
A statement that the valuation or other external report, if
any, relied upon by the listed entity in relation to the
4. NOT APPLICABLE
proposed transaction will be made available through
registered email address of the shareholder
Percentage of annual consolidated turnover considering FY
5. Nil
2023-24 as the immediately preceding financial year
All important information forms part of the statement
6. Any other information that may be Relevant setting out material facts, pursuant to Section 102(1) of
the Companies Act, 2013 forming part of this Notice.

Pursuant to Regulation 23 of the Listing Regulations, members may also note that no related party of the Company shall vote
to approve this resolution whether the entity is a related party to the particular transaction or not.
The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and be in the best
interest of the Company and its shareholders.

15
None of the Directors except Jayesh Raichandbhai Thakkar and/ or Key Managerial Personnel of the Company and/or their
respective relatives are in any way, concerned or interested, financially or otherwise, either directly or indirectly, up to the
extent of their shareholding in the Company, if any, in the proposed Ordinary Resolution mentioned at Item No. 4 of the Notice.
The Board recommends the relevant ordinary resolution set forth at Item No. 4 in the Notice for the approval of the Members.
Item No. 5
The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates approval of shareholders
of a listed entity by means of resolution for all material related party transactions, even if such transactions are in the ordinary
course of business of the concerned company and at an arm’s length basis. Effective from April 1, 2022, a transaction with a
related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with
previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) Rs.1,000 Crore, or
10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.
The Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and
conditions, and the aggregate of such transaction(s) are expected to cross the applicable materiality thresholds as mentioned
hereinabove. Accordingly, as per the SEBI Listing Regulations, approval of the Members is being sought for all such arrangements
/ transactions proposed to be undertaken by the Company. It is further proposed that the said contract(s)/ arrangement(s)/
transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company.
M/s. Haitek Automotive Private Limited, a related party operates its business of Manufacturing Manufacturing of Electric
Vehicles and Sales Network of electric 3W As, M/s. Haitek Automotive Private Limited is subsidiary of our company and both the
companies operates in same business line both the Companies acknowledge that the related party transactions, inter se, will
help them to carry out their business operations in seamless manner. Group’s exposure and in-depth reach to the customer
base, helps Haitek, and ultimately the Company, in achieving its business objective in an effective manner. The Audit Committee
has, on the basis of relevant details provided by the management, as required by the law, at its meeting, reviewed and approved
the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms’ length basis
and in the ordinary course of business of the Company.
Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is
provided herein below:

Sr. No. Particulars Details


1. Details of Summary of information provided by the management to the Audit Committee
a) Name of the related party and its relationship with the Haitek Automotive Private Limited is the Subsidiary
listed entity or its subsidiary, including nature of its Company of Mercury EV-Tech Limited by virtue of holding
concern or interest (financial or otherwise) 70% stake in Haitek Automotive Private Limited
b) Name of the director or key managerial personnel who
Jayesh Raichandbhai Thakkar
is related, if any and nature of relationship
In the nature of purchase and/or sale of goods,
components, proposed transaction spares & finished
c) Value, Type & Material Terms and particulars of the
goods, reimbursements of expenses, purchase and/or
proposed transaction
sale of services, upto Rs.100.00 crores per annum for a
F.Y. 2024-25
d) Tenure of proposed transaction (Particulars & tenure) For F.Y. 2024-25

16
Mercury's acquisition of a 70% stake in Haitek is a
strategic move to strengthen its position in the 3W
(three-wheeler) market in West Bengal as well as
Eastern part of India.. This region is known for its
growing demand and potential for scale, which could
enhance production efficiency and reduce costs.
2. Justification for the transaction
The Company expects the level of transactions to be
above the materiality threshold as prescribed under the
SEBI Regulations, for the period for which the approval
of Members is sought as stated above. The details of the
Related Party Transactions will continue to be disclosed
in the Annual Financial Statements
Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the
3.
listed entity or its subsidiary:
(I) details of the source of funds in connection with the
proposed transaction
(II) where any financial indebtedness is incurred to make or
give loans, inter-corporate deposits, advances or
investments - nature of indebtedness; - cost of funds; and -
tenure NOT APPLICABLE
(III) applicable terms, including covenants, tenure, interest
rate and repayment schedule, whether secured or
unsecured; if secured, the nature of security
(IV) the purpose for which the funds will be utilized by the
ultimate beneficiary of such funds pursuant to the RPT
A statement that the valuation or other external report, if
any, relied upon by the listed entity in relation to the
4. NOT APPLICABLE
proposed transaction will be made available through
registered email address of the shareholder
Percentage of annual consolidated turnover considering FY
5. Nil
2023-24 as the immediately preceding financial year
All important information forms part of the statement
6. Any other information that may be Relevant setting out material facts, pursuant to Section 102(1) of
the Companies Act, 2013 forming part of this Notice.
Pursuant to Regulation 23 of the Listing Regulations, members may also note that no related party of the Company shall vote
to approve this resolution whether the entity is a related party to the particular transaction or not.
The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and be in the best
interest of the Company and its shareholders.
None of the Directors except Jayesh Raichandbhai Thakkar and/ or Key Managerial Personnel of the Company and/or their
respective relatives are in any way, concerned or interested, financially or otherwise, either directly or indirectly, up to the
extent of their shareholding in the Company, if any, in the proposed Ordinary Resolution mentioned at Item No. 5 of the Notice.
The Board recommends the relevant ordinary resolution set forth at Item No. 5 in the Notice for the approval of the Members.
17
Item No. 6
The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective April 1, 2022, mandates approval of shareholders
of a listed entity by means of resolution for all material related party transactions, even if such transactions are in the ordinary
course of business of the concerned company and at an arm’s length basis. Effective from April 1, 2022, a transaction with a
related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with
previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) Rs.1,000 Crore, or
10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.
The Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and
conditions, and the aggregate of such transaction(s) are expected to cross the applicable materiality thresholds as mentioned
hereinabove. Accordingly, as per the SEBI Listing Regulations, approval of the Members is being sought for all such arrangements
/ transactions proposed to be undertaken by the Company. It is further proposed that the said contract(s)/ arrangement(s)/
transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company.
M/s. Powermetz Energy Private Limited, a related party operates its business of its business of manufacturing of Batteries for
Electronic Vehicles and other allied activities. On the other hand Mercury Ev Tech limited a holding Company is engaged in,
interalia, in the business activities of Manufacturing Electric Vehicles, Spare Parts for Electric Vehicles.. Both the Companies
acknowledge that the related party transactions, inter se, will help them to carry out their business operations in seamless
manner. Group’s exposure and in-depth reach to the customer base, helps Powermetz, and ultimately the Company, in achieving
its business objective in an effective manner. The Audit Committee has, on the basis of relevant details provided by the
management, as required by the law, at its meeting, reviewed and approved the said transaction(s), subject to approval of the
Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of business of the
Company.
Information required under Regulation 23 of SEBI Listing Regulations read with SEBI Circular dated November 22, 2021 is
provided herein below:
Sr. No. Particulars Details
1. Details of Summary of information provided by the management to the Audit Committee
a) Name of the related party and its relationship with the
Powermetz Energy Private Limited is a wholly owned
listed entity or its subsidiary, including nature of its
subsidiary of Mercury Ev-Tech Limited
concern or interest (financial or otherwise)
b) Name of the director or key managerial personnel who Mr. Darshankumar Jitendra Shah, Director of the
is related, if any and nature of relationship Company is also director in the subsidiary Company.
In the nature of purchase and/or sale of goods,
components, spares & finished goods, reimbursements
c) Value, Type & Material Terms and particulars of the
of expenses, purchase and/or sale of services, upto
proposed transaction
Rs.50.00 crores (Rupees Fifty Crore ) per annum for a
F.Y. 2023-24
d) Tenure of proposed transaction (Particulars & tenure) For F.Y. 2024-25
Justification for the transaction
Details of transaction relating to any loans, inter-corporate deposits, advances or investments made or given by the
listed entity or its subsidiary:
(I) details of the source of funds in connection with the
NOT APPLICABLE
proposed transaction

18
(II) where any financial indebtedness is incurred to make or
give loans, inter-corporate deposits, advances or
investments - nature of indebtedness; - cost of funds; and -
tenure
(III) applicable terms, including covenants, tenure, interest
rate and repayment schedule, whether secured or
unsecured; if secured, the nature of security
(IV) the purpose for which the funds will be utilized by the
ultimate beneficiary of such funds pursuant to the RPT
A statement that the valuation or other external report, if
any, relied upon by the listed entity in relation to the
NOT APPLICABLE
proposed transaction will be made available through
registered email address of the shareholder
Percentage of annual consolidated turnover considering FY
2023-24 as the immediately preceding financial year
All important information forms part of the statement
Any other information that may be Relevant setting out material facts, pursuant to Section 102(1) of
the Companies Act, 2013 forming part of this Notice.

Pursuant to Regulation 23 of the Listing Regulations, members may also note that no related party of the Company shall vote
to approve this resolution whether the entity is a related party to the particular transaction or not.
The proposed transactions shall not, in any manner, be detrimental to the interest of minority shareholders and be in the best
interest of the Company and its shareholders.
None of the Directors except Darshankumar Jitendra Shah and/or Key Managerial Personnel of the Company and/or their
respective relatives are in any way, concerned or interested, financially or otherwise, either directly or indirectly, up to the
extent of their shareholding in the Company, if any, in the proposed Ordinary Resolution mentioned at Item No. 6 of the Notice.
The Board recommends the relevant ordinary resolution set forth at Item No. 6 in the Notice for the approval of the Members.
Item No. 7
Based on the recommendations of the Nomination and Remuneration Committee (“NRC”), the Board of Directors of the Company
(the “Board”) at its meeting held on September 30, 2024 had appointed Mr. Ajay Ramkrishna Shukla (DIN: 10714665) as an
Additional Director (Non-Executive Independent Director) of the Company pursuant to the provisions of Section 161 of the
Companies Act, 2013 (the “Act”) and Regulations 16(1)(b), 17, 25 and other applicable provisions, if any, of Chapter IV of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the SEBI Listing
Regulations”) including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and Articles of
Association of the Company for a period of 5 (five) consecutive years with effect from October 01, 2024, subject to the approval
of the Members of the Company.
In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Directors
requires approval of the members of the Company. Further pursuant to Regulation 17(1C) of the SEBI Listing Regulations, a
listed entity shall ensure that approval of Members for appointment of a person in the Board of Directors is obtain at the next
general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, the
appointment of Mr. Ajay Ramkrishna Shukla (DIN: 10714665) would require approval of members of the Company on or before
December 31, 2024.
19
As required under Section 160 of the Act, the Company has received a notice in writing from a member signifying the intention
to propose the appointment of Mr Ajay Ramkrishna Shukla (DIN: 10714665). Mr. Ajay Ramkrishna Shukla has given a declaration
to the Board that he meets the criteria of Independence as provided under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations. In the opinion of the Board of Directors, Mr. Ajay Ramkrishna Shukla fulfills the criteria as
specified in the Act, rules made there under and SEBI Listing Regulations for appointment as an Independent Director and he
is not related to any of the other Directors or Key Managerial Personnel of the Company in any way and he is independent of
management.
Mr. Ajay Ramkrishna Shukla has given his consent to act as the Director of the Company. Also, as per the confirmations received
from him, he is not disqualified from being appointed as Director in terms of Section 164 of the Act. Mr. Ajay Ramkrishna Shukla
has Confirm that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute
of Corporate Affairs.
As per the provision of Section 149(13) of the Act read with explanation to Section 152(6) of the Act, the period of office of Mr.
Ajay Ramkrishna Shukla will not be liable to determination by retirement of directors by rotation. The NRC has reviewed the
capabilities of Ajay Ramkrishna Shukla vis-a-vis the role and capabilities required as decided by the NRC based on the evaluation
of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment
of Mr. Ajay Ramkrishna Shukla as an Independent Director, for a term of 5 (five) consecutive years effective from September 30,
2024.
In the opinion of NRC and the Board, Mr. Ajay Ramkrishna Shukla possesses appropriate skills, knowledge and expertise
required for the efficient functioning of the Company more particularly in the areas of finance and business administration.
Disclosure under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India pertaining of his qualification, brief resume, area of expertise and other details are set out in the
Annexure attached to this Notice.
Accordingly, the Board recommends the Resolution as set out in the accompanying Notice in relation to appointment of Mr. Ajay
Ramkrishna Shukla as an Independent Director, not liable to retire by rotation, for a period of 5 (five) consecutive years with
effect from October 01, 2024, for approval of the Members on the terms and conditions as specified in the draft letter of
appointment.
Copy of draft letter of appointment of Mr. Ajay Ramkrishna Shukla setting out the terms and conditions of appointment is
available for inspection by the Members. Members seeking to inspect the same can send a request to [email protected].
The Board commends the resolution as set out in the Notice under Item No. 7 for approval of the members as Special Resolution.
Except Mr. Ajay Ramkrishna Shukla whom this resolution relates along with and his relatives (to the extent of their shareholding,
if any), none of the other Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned
or interested, financially or otherwise, in the resolution
Item no-8
Based on the recommendations of the Nomination and Remuneration Committee (“NRC”), the Board has recommended the
appointment of Mr. Arif Rajjak Sayyad (DIN: 07896017) as a Director of the Company. With respect to the same due notice
under section 160 of the Act has been received to propose him as a candidate for the office of Director of the Company. The
terms and conditions of the appointment are set out in a draft Appointment letter to be issued to Mr. Arif Rajjak Sayyad by the
Company. Mr. Arif Rajjak Sayyad consented to the proposed appointment and declared qualified.
The Brief profile of Mr. Arif Rajjak Sayyad in terms of Regulation 36 (3) of the Listing Regulations are provided as Annexure to
this Notice. Considering the knowledge and experience of Mr. Arif Rajjak Sayyad the Board in consonance with Nomination and
Remuneration Committee is of the opinion that the appointment and presence of Mr. Arif Rajjak Sayyad on the Board will be
desirable, beneficial and in the best interest of the Company.
20
The Board recommends the resolution set out in Item no. 8 of the accompanying Notice for approval and adoption of the
Members.
None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are in any way,
concerned or interested, financially or otherwise, either directly or indirectly, except Mr. Arif Rajjak Sayyad upto the extent of
their shareholding in the Company if any, in the proposed Special Resolution mentioned at Item No. 8 of the Notice is concerned
or interested in the proposed resolution.
ITEM NO.9
The Board of Directors of the Company, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association
of the Company, appointed Mr. Jayesh Raichandbhai Thakkar (DIN: 01631093) as an Additional Director under the category of
Promoter-Executive Director of the Company with effect from November 04, 2024. In terms of the provisions of Section 161(1)
of the Act, Mr. Jayesh Raichandbhai Thakkar (DIN: 01631093) would hold office up to the date of the ensuing Annual General
Meeting.
The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of
the Act proposing the candidature of Mr. Jayesh Raichandbhai Thakkar (DIN: 01631093) for the office of Director of the
Company. Mr. Jayesh Raichandbhai Thakkar (DIN: 01631093) not disqualified from being appointed as a Director in terms of
Section 164 of the Act and has given his consent to act as a Director.
The Board has also appointed Mr. Jayesh Raichandbhai Thakkar (DIN: 01631093) as Managing Director of the Company, subject
to necessary approvals. Under his leadership the Company would be able to reach the enhanced position and will enhance the
value of the Company many- folds. He will be responsible for Corporate Planning, Management and Overall Administration and
Governance of the Company. Considering several aspects, and on the recommendation of the Nomination and Remuneration
committee, the Board of Directors has considered it appropriate and advisable to appoint him as a Managing Director for a
period of three years with effect from November 07, 2024 on the below mentioned terms and conditions.
I. Period:
For a period of 3 years from November 07, 2024 to November 06, 2027
II. Salary(Including perquisites):
upto Rs. 2,00,000/- per month
II I. Du ties:
Subject to the superintendence, direction, and control of the Board of Directors of the Company, the Managing Director
shall be entrusted with substantial power of management and also such other duties and responsibilities as may be
entrusted to him by the Board of Directors from time to time. The MD shall devote his whole time and attention to the
business of the Company and carry out such duties as may be entrusted to him by the Board from time to time and
separately communicated to him and such powers as may be assigned to him, subject to superintendence, control and
directions of the Board in connection with and in the best interests of the business of the Company.
IV. TERMINATION:
Managing Director may be removed from his office for gross negligence, breach of duty or trust if a special Resolution to
that effect is passed by the Company in its General Meeting. The Managing may resign from his office by giving 60 days’
Notice to the Company.
V. COMPENSATION:
In the event of termination of office of Managing Director takes place before the expiration of tenure thereof, Managing
Director of the Company shall be entitled to receive compensation from the Company for loss of office to extent and
subject to limitation as provided under Section 202 of the Companies Act, 2013.
21
VI. Other terms and conditions:
a) “Family” means the spouse and dependent children of Mr. Jayesh Raichandbhai Thakkar.
b) Leave with full pay and allowances shall be allowed as per the Company’s rules.
c) Reimbursement of entertainment expenses actually and properly incurred in the course of business of the
Company shall be allowed.
d) No sitting fees shall be paid to the Managing Director for attending the meetings of the Board of Directors or
Committees thereof.
As per the provision of Sections 196, 197, Schedule V and all other applicable provisions of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-
enactments thereof for the time being in force), and Regulation 17 (6) (e) of SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, applicable w.e.f. April 01, 2019 the appointment of and payment of
remuneration to Managing Director requires the approval of the Shareholders in General Meeting by way of Special
resolution and hence necessary resolution has been proposed for your approval. The Board of Directors is of the view
that the services of Jayesh Raichandbhai Thakkar will be of immense value and will be in the interest of the Company.
Your directors therefore recommend the resolution as embodied in the notice to be passed with or without modifications
as Special Resolution.
Except Jayesh Raichandbhai Thakkar, being an appointee, Mr. Kavit Jayeshbhai Thakkar, Director of the Company being
relatives, none of the other Directors, Key Managerial personnel and their relatives are concerned or interested financially
or otherwise in the proposed resolution.
Statement containing information required to be given as per item (iv) of third proviso of Section II of Part II of Schedule
V to the Companies Act, 2013.
A. General Information:
1. Nature of Industry: Manufacturer of E-vehicles
2. Date of commencement of Commercial production: The Company is already in existence and it started its activities
since1986.
3. In case of new companies, expected date of commencement of activities as per object approved by financial
institutions appearing in the prospectus: N.A.
4. Financial performance based on given indicators:
[Rs. in Lakhs]
Particulars For the Year Ended For the Year Ended
March 31, 2024 March 31, 2023
Turnover 1918.05 1341.64
Profit Before Tax 308.8 10 9 . 13
Profit After Tax 219. 27 88.00
5. Foreign investments or collaborations, if any: N.A.
B. Information about the appointee:
1. Background details:. Mr Jayesh Raichandbhai Thakkar have passionately adhered to the objective of making only
world class products and started the business with three pillars Quality, Research and Integration on which they
22
have successfully build the business empire with various vertical integration.He is very well known and
enthusiastic entrepreneur from Vadodara. Gujarat. Under his dynamic and able chairmanship, his Group of
Industries has established itself as a very well-known business group in and around Vadodara, Gujarat since
1995. Apart from Business activity, he is also associated with “Samvedan Charitable Trust” as Managing Trustee.
This organization mainly organize “GARBA MAHOTSAV” at Vadodara since 25 years for noble cause for the
worship of goddess Durga. Under his leadership, this organization has registered its name in “LIMCA BOOK of
Records”.
2. Past Remuneration: NA
3. Recognition and awards: Nil.
4. Job profile and his suitability: Mr. Jayesh Raichandbhai Thakkar will be responsible for overall in-charge of the
business and day to day administration of the Company. He would be mainly involved in the corporate planning
of the Company, policy decisions, administration, overall management, formulations of strategies and other
related matters.
5. Remuneration proposed: upto Rs 2,00,000 per month
6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and
person: NA
7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if
any: Nil
C. Other information:
Brief profile of Mr. Jayesh Raichandbhai Thakkar in terms of Regulation 36 (3) of the Listing Regulations is forming part
of this notice.
Mr. Jayesh Raichandbhai Thakkar is not disqualified from being appointed as a Director in terms of Section 164 of the
Companies Act, 2013.
Except Mr. Jayesh Raichandbhai Thakkar himself and Mr. Kavit Jayeshbhai Thakkar no other Directors or key managerial
personnel of the company and their relatives are concerned or interested in the said Resolution except to the extent of
their shareholding.
The Board commends the passing of the resolution set out at Item No. 9 for the approval of the Members of the Company
by Special Resolution.
Item No 10
As per Provision of section 12 of the Companies Act, 2013 read with rule 27 of Chapter II The Companies (Incorporation) Rules,
2014 relating to be procedure to be followed for, shifting of registered office of Company outside the local limits of any city or
town requires approval of the members by Special Resolution.
The Registered Office of the Company is presently situated at 367-368, GIDC, Por, Village Por, Taluka Vadodara, Vadodara,
Gujarat, 391243. Further, the Board of Directors of the company at its meeting held on November 04, 2024 have decided that
the registered office of the Company is to be shifted to Block No. 28, Vill-Manglej, Ta-Karjan, Di-Vadodara, 391243, a place
outside the local limits of the town where the company’s registered office is presently situated but which is situated within the
same State, with a view to improve operational efficiency, the Board of Directors Considered and subject to approval of
members, approved the proposal of shifting registered office to Block No. 28, Vill-Manglej, Ta-Karjan, Di-Vadodara, 391243, a
place, a place outside the local limits of the town where the company’s registered office is presently situated but which is

23
situated within the same State, with a view to improve operational efficiency and therefore requires approval of the Members
by way of special resolution. If approved, the registered office will be moved Block No. 28, Vill-Manglej, Ta-Karjan, Di-Vadodara,
391243, a place The Board recommends the proposed special resolution to the members of the Company for their consideration
and approval.
None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial
or otherwise, in the resolution except to the extent of their shareholding.

By Order of the Board of Directors


Mercury EV-Tech Limited

S d/-
Manshi Jain
Chairperson
DIN:- 09533465

Place:- Vadodara
Date:- November 07, 2024

24
DIRECTORS’ REPORT
Dear Shareholders,
Your Directors are pleased to present their report on the business and operations of your Company along with the audited
accounts of your Company for the year ended March 31, 2024.

1. FINANCIAL RESULTS ( ` in Lakhs)


Particulars Standalone Basis Consolidated Basis
For the year ended March 31 2024 2023 2024 2023
Revenue from Operations 1918.05 1341.64 2202.25 1609.70
Other Income 50.22 4.06 50.27 4.56
Profit before depreciation, interest and tax 353.04 116.10 341.62 169.12
Finance Costs 20.45 2.05 20.58 2.17
Depreciation and Amortization 23.79 4.92 32.31 6.45
Profit Before Tax (PBT) 308.80 109.13 288.73 160.50
Tax Expense 89.53 21.13 89.53 21.13
Net Profit 219.27 88.00 199.20 139.37

1. Company’s Performance
On Standalone Basis
 Total Revenue from operations increased by 42% to Rs. 1918.05 Lakhs against Rs. Rs. 1341.64 Lakhs of the
previous year.
 Earnings before interest tax depreciation and amortisation (EBITDA) increased by 204% to Rs. 353.04 Lakhs
against Rs. 116.10 Lakhs of the previous year.
 Profit Before Tax (PBT) increased by 182.97% to Rs.308.80 Lakhs against Rs. 109.13 Lakhs of the previous year.
 Net Profit increased by 149.17% to Rs. 219.27 Lakhs against Rs. 88.00 Lakhs of the previous year.

On Consolidated Basis
 Total Revenue from operations increased by 36% to Rs. 2202.25 Lakhs against Rs. Rs. 1609.70 Lakhs of the
previous year.
 Earnings before interest tax depreciation and amortisation (EBITDA) increased by 102% to Rs. 341.62 Lakhs
against Rs. 169.12 Lakhs of the previous year.
 Profit Before Tax (PBT) increased by 80% to Rs.288.73 Lakhs against Rs. 160.50 Lakhs of the previous year.
 Net Profit increased by 43% to Rs. 199.20 Lakhs against Rs. 139.37 Lakhs of the previous year.

2. TRANSFER TO GENERAL RESERVE


The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year
under review.

3. SHARE CAPITAL

Authorised Capital:
During the year under review, there is no change in the Authorised share capital of the Company. The Authorised share
capital of the company is 48,00,00,000.

Issued, Subscribed and Paid-up Capital:


During the Financial Year 2023-2024, the Company had issued and allotted 86,80,000 Equity Shares on Preferential
Basis for the price of Rs. 33 per share (including premium of Rs.32 per equity share). Hence the Issued, Paid-up and
25
Subscribed capital has increased from Rs. 16,68,67,392 to Rs. 17,55,47,392 divided into 17,55,47,392 Equity Shares of
Rs.1 each.

4. PREFRENTIAL ISSUE
The Company has issued and allotted 86,80,000 (Eighty Six Lakhs Eighty Thousands) fully paid- up equity share of the
Company having face value of Re. 1/- (Rupee One Only) (“Equity Share”) each at an issue price of Rs. 33/- per equity
share including premium of Rs. 32/- each on preferential basis to promoter group and non promoters by obtaining
Shareholders approval through Special Resolution in the 37th Annual General Meeting held on 30th September, 2023.
These shares are ranking pari-passu with the old equity shares of the company. It is to be informed that during the year,
the Company has received Listing and trading permission of total 86,80,000 Equity shares BSE Limited and the said
shares are permitted to trade on the BSE limited w.e.f. January 17, 2024.

5. D IV ID EN D
Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and
therefore do not recommend any dividend for the year ended March 31, 2024.

6. DEPOSITS
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year
under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to
deposits, covered under Chapter V of the Act is not required to be given.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS


Pursuant to the provisions of section 186 of the Companies Act, 2013, the Company has not given guarantees, however
the company has made Loans as detailed in note no. 05 of Financial Statement of the company and made investment as
detailed in note no. 04 of Financial Statement of the company which are within the limits of Section 186 of the Act.

8. INSURANCE
The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and
immovable assets against numerous risks and hazards.

9. MANAGEMENT DISCUSSION AND ANALYSIS


The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations, 2015”) forms part of this Annual Report. The said comments are disclosed in Annexure-A.

10. DIRECTORS
As of March 31, 2024 your Company’s (“Board”) had seven Directors comprising of two Executive Directors and five Non-
Executive Directors out of which 3 Directors are Independent Directors. The Board has one Women Independent
Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are
available in the Corporate Governance Report, which forms part of this Annual Report.
The Brief Details regarding the Directors of the company are as follows:
Mr. Kavit Jayeshbhai Thakkar (DIN-06576294) has Completed his Management graduation in “Innovation &
Entrepreneurship” from Symbiosis Institute of Business Management, Pune. His core area of expertise is in innovation
and entrepreneurship since many years. He was appointed as director in category of Executive Director in the Company
he is liable to be retire by Rotation.
26
Mr. Darshan Jitendra Shah (DIN-08687729) had completed his graduation from Gujarat in Bachelor of Business
Administration. He possesses experience of more than 10 years in the field of solar battery, finance. He was appointed
on October 03, 2022, as Director in the capacity of Additional director Executive Director he is liable to be retire by
rotation. The Company has regularised him by taking approval of Shareholders through Ordinary Resolution with effect
from October 03, 2023 through postal Ballot.
Ms. Manshi Abhay Jain (DIN-09533465) has done graduation in B.Com. from Vikram University, Madhya Pradesh.
She has vast knowledge in accounts and has worked with well-known multinational companies. She also has experience
of networking and as relationship manager. She was appointed as Director in Category of Non-Executive, Independent
Director for the term of 5 years with effect from April 05,2022.
Mr. Dinesh Kumar Sinha (DIN-10322097) is Post Diploma in Sales and Marketing management and Diploma in
Automobile Engineering. He has total experience of 45 years. He is Consultant to numbers of Automobile companies
involved in manufacturing and marketing of Electric / Petrol 3 - wheelers and electric two wheelers besides Attached to
Mahindra First Choice services as Network development Advisor. He is also Human resource consultant to M/s Precision
tune a multibrand car workshop, Nigeria. He was appointed as a director in category of Non-Executive, Independent
Director in the Company for a period of 5 Years with effect from October 26, 2023.
Mr.Harit Gopalbhai Shah (DIN-06975567) is an Engineering graduate with Decades of experience in E.V
Manufacturing and Renewable Energy Sector. He is very Innovative and a hard-core technocrat. His vision is to establish
an E-mobility ecosystem in the country. He has forayed into charging infrastructure, battery manufacturing, mass
supply chain and logistics solutions. He has keen interest and expertise in the areas of E.V. Manufacturing and Renewable
Energy Sector. Initially he was appointed as director on July 01,2022 and further he resigned on October 03,2022.
He was further re-appointed as an Additional director in category of Non-Executive -Non-Independent Director in the
Board Meeting dated June 27 ,2023. In 37th AGM of the Company his appointment was regularised by the Members of
the Company and was appointed as Non-Executive, Non-Independent Director and he is liable to be retire by Rotation.
Mr. Lalit Vithhal Waankhede (DIN-00556938) has completed his B.tech & LCA from Indian Institute of Technology,
Mumbai, a professional Engineer since 28 years in the field of in Design, Development, Techno Commercial Operations &
General Management. Having competence in proven record of accomplishment of handling green field project and
establishing independent profit centre for Multinational Company from scratch. He was appointed as a director in
category of Non- Executive, Non- Independent Director in the Company with effect from January 25, 2024 and he is
liable to be retire by Rotation.
Mr. Sachin Shivaji Wagh (DIN- 01056774) has completed his MBA in Finance from Maharashtra having experience
of 26 years in the field of He has an experience in the field of Finance and business management. He has a vast experience
of raising the funds of Working Capital Finance, Project Term loans etc. He was appointed as a director in category of
Non- Executive, Independent Director in the Company for a period of 5 Years with effect from January 25, 2024.
Following changes were made in the Board of the Company after the end of Financial Year:-

1. Mr. Arif Rajjak Sayyad, was appointed as Additional Director under the category of Non-Executive, Non-Independent
Director of the Company w.e.f. 13.08.2024. However, pursuant to section 161(1) of Companies Act, 2013 the
Additional Director could hold office only upto the ensuing annual general meeting or the last date on which the
annual general meeting should have been held (in our case it is 30.09.2024), whichever is earlier. Further, the
Company has been granted extension of AGM from the Registrar of Companies to hold AGM and hence the tenure
of Mr. Arif Rajjak Sayyad ceased on September 30, 2024 after closure of business hours. On the recommendation
of the Nomination & Remuneration Committee, the Board had considered and appointed Mr. Arif Rajjak Sayyad, as
an Additional Director of the Company with effect from October 01, 2024 under the Category of Non-Executive Non
-Independent Director and he is liable to be retire by Rotation.

27
2. Mr.Ajay Ramkrishna Shukla, was appointed as Additional Director under the category of Non-Executive, Independent
Director of the Company w.e.f. 13.08.2024.However, pursuant to section 161(1) of Companies Act, 2013 the
Additional Director could hold office only upto the ensuing annual general meeting or the last date on which the
annual general meeting should have been held (in our case it is 30.09.2024), whichever is earlier. Further, the
Company has been granted extension of AGM from the Registrar of Companies to hold AGM and hence the tenure
of Mr. Ajay Ramkrishna Shukla will ceased on September 30, 2024 after closure of business hours. On the
recommendation of the Nomination & Remuneration Committee, the Board had considered and appointed Mr. Ajay
Ramkrishna Shukla as an Additional Director of the Company with effect from October 01, 2024 under the
Category of Independent Director for the second term of 5 years and the Company has hereby sought the approval
from shareholders (resolutions set out in the Notice of AGM) to regularize their appointment.

3. Mr. Jayesh Raichandbhai Thakkar was appointed as an Additonal Director of the Company under the category of
Executive Director with effect from November 07, 2024 and the Company has hereby sought the approval from
shareholders (resolutions set out in the Notice of AGM) to regularize their appointment.

4. Mr. Jayesh Raichanbhai Thakkar (DIN: 01631093) as a Managing Director of the Company, for a period of 3 (three)
years with effect from November 07 ,2024 to November 06, 2027, on such terms and conditions as set out in the
Explanatory Statement annexed to the Notice of AGM
11. CHANGES IN DIRECTOR
During the year there were following change in Board Composition:

Mr. Harit Gopalbhai Shah (DIN: 06975567) was appointed as a director in the category of Non-Executive, Non-
Independent Director of your Company w.e.f. June 27, 2023. His appointment was approved by the shareholders by
passing ordinary resolution in the Annual General Meeting held on September 30, 2023.

Mr. Dinesh Kumar Sinha (DIN: 10322097) was appointed as an additional director in the Board Meeting held on
October 26, 2023 in the category of Non-Executive, Independent Director of your Company and whose appointment was
further regularised by the shareholders of the Company by passing a resolution through Postal Ballot on January 25,
2024.

Mr. Kavit Jayeshbhai Thakkar (DIN-06576294) had tendered his resignation from the post of Managing Director
of the company from 26th October,2023 due to some other Professional Commitments however he continues to be the
Director and CEO of the Company.

Mr. Jayesh Vimal Chellani (DIN-08453809) had tendered his resignation from the directorship of the Company
with effect from his Resignation Letter dated December 23, 2023 due to some other Professional Commitments.

Mr.Lalit Vitthal Waankhede (DIN: 00556938) was appointed as a Director in the category of Non-Executive,
Non-Independent of your Company w.e.f. January 25, 2024. His appointment was approved by the shareholders by
passing a resolution through Postal Ballot on January 25, 2024.

Mr. Sachin Shivaji Wagh (DIN: 01056774) was appointed as a director in the category of Non-Executive, Independent
of your Company w.e.f. January 25, 2024. His appointment was approved by the shareholders by passing a resolution
through Postal Ballot on January 25, 2024.

12 . RETIREMENT OF DIRECTOR BY ROTATION


In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association
of the Company, Mr. Darshankumar Jitendra Shah (DIN: 08687729) is liable to retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible, offers himself for re-appointment.

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13 . DECLARATION FROM INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company.
The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite
expertise and experience (including the proficiency). In terms of Regulation 25(8) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, they have confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their
duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the
criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and that they are independent of the management.

14 . COMMITTEES OF BOARD
Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable
provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are given in the
Corporate Governance Report, which forms part of this Annual Report.

15 . BOARD EVALUATION
Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has continued to adopt formal mechanism
for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried
out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition
of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies,
performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the
performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by
individual directors, independent judgement by the Director, understanding of the Company’s business, etc.
The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated
and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting.
The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be
satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.
16. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and
explanations received from your Company, confirm that:
1. In the preparation of the annual financial statements, the applicable accounting standards have been followed
and there are no material departures;
2. Such accounting policies have been selected and applied consistently and judgement and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31st March, 2023 and of the profit of the Company for the year ended on that date;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
4. The annual financial statements have been prepared on a going concern basis;
5. Proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively;
6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate
and operating effectively.

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17 . CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 of Companies Act 2013, Corporate Social Responsibility is applicable to Companies having
1. Turnover of Rupees 1000 Crore or more, or
2. Having Net Worth of Rupees 500 Crore or more, or
3. Having Net Profit of Rupees 5 Crore or more.
Company does not fulfil any of the above criteria therefore provisions for Corporate Social Responsibility doesn’t
apply to Mercury EV-Tech Limited.

18 . DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION


AND REDRESSAL) ACT, 2013.
Your Company has Zero tolerance for sexual harassment at its workplace. Your Company is committed to provide and
promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No
cases have been files under the Act as the Company is keeping the working environment healthy. The Company is
committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual
harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual
harassment and that such behaviour is prohibited both by law.

19. CORPORATE GOVERNANCE REPORT


The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations,
2015, forms part of this Annual Report.
The certificate from Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance
with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is attached to the
Report on Corporate Governance as Annexure-B

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT


According to Regulation 34(2)(f) of SEBI (Listing Obligation Disclosure Requirement), Business Responsibility and
Sustainability Report is mandatory for Top 1000 Listed Companies According to Market Capitalization.
Mercury EV-Tech Limited doesn’t fulfil the above criteria therefore Business Responsibility and Sustainability Report is
not applicable to the company.

2 1. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :


The investor complaints are processed in a centralised web-based complaints redress system. The salient features of
this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned
companies and online viewing by investors of actions taken on the complaint and its current status.
22 . TRANSACTIONS WITH RELATED PARTY
During the financial year 2023-24, there have been no material significant related party transactions that may have
potential conflict with the interest of the Company at large, hence AOC-2 is not applicable in terms of Section 188 of the
Companies Act, 2013.

23 . DISPUTE RESOLUTION MECHANISM (SMART ODR):


In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars &
transfer agents and its shareholder(s)/investor(s), SEBI had issued a Standard Operating Procedure ('SOP') vide Circular
dated 30 May 2022. As per this Circular, shareholder(s)/ investor(s) can opt for Stock Exchange Arbitration Mechanism
for resolution of their disputes against the Company or its RTA. Further, SEBI vide Circular dated 31 July 2023 (updated
as on 20 December 2023), introduced the Online Dispute Resolution (ODR) Portal. Through this ODR portal, the
aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the
Company and through the SEBI Complaint Redress System (SCORES) platform. The Company has complied with the
above circulars and the same are available at the website of the Company.

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24 . ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with
Section 92(3) of the Act is made available on the website of your Company and can be assessed using the link https:/
/www.mercurymetals.in/

25 . PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:-
During the Financial period under review, there were no instances of any one-time settlement against loans taken from
Banks or Financial Institutions.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:


The Company has an adequate system of internal controls, with documented procedures covering all corporate functions.
Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy
of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The
internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a
scoring matrix, covering all critical and important functions inter alia revenue management, purchase, finance, human
resources and safety.
A framework for each functional area is identified based on risk assessment and control, while allowing the unit to
identify and mitigate high-risk areas.
These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are
reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus
on:
• Compliance with defined policies and processes and applicable statutes
• Safeguarding tangible and intangible assets
• Identification of weaknesses and improvement areas
• Managing risk environment, including operational, financial, social and regulatory risks
• Conformity with the Code of Conduct
The Company’s Audit Committee oversees the adequacy of the internal control through periodic reviews of audit
findings as also of the resolution mechanism for critical audit issues. The statutory auditors have opined in their report
that in all material respects, an internal financial controls with reference to financial statements of the company and
such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control.

27 . AUDITORS & THEIR REPORT


(i) STATUTORY AUDITORS & AUDITORS REPORT
Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. M Sahu
& Co, Chartered Accountants (Firm Registration No. 130001W), were appointed as the Statutory Auditors of
your Company for the term of five years till the conclusion of 41st Annual General Meeting (AGM) to be held in the
year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to
be ratified at every AGM.
The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are
eligible to hold office as Statutory Auditors of your Company. Representative of the Statutory Auditors of your
Company attended the previous AGM of your Company.
The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditor’s Report
is enclosed with the financial statements forming part of this Annual Report.

(ii) SECRETARIAL AUDITOR


Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had
appointed M/s. Vishwas Sharma & Associates, Practicing Company Secretaries (Membership Number:- F12606
and COP Number:- 16942 as a Secretarial Auditor, to undertake the Secretarial Audit of your Company for the FY
2023-24 The Secretarial Audit Report for the year under review is provided as Annexure-C of this report.
The qualifications, reservations or adverse remarks mentioned in the said report along with the response provided
31
by the Management are as follows:-

Sr. Observations / Remarks of the Practicing Company Management Response


Secretary
No.

1. The Company has made delay in filing e-form MGT-14 The Board of Directors of the Company would like to clarify
under Section 117, e-form DIR-12 under Rule 8 of that the Company had filed the forms with additional fees.
Companies (Appointment and Qualification of Directors)
Rules 2014, e-form CHG-1 under section 77 of the
Companies Act, 2013 and e-form DPT-3 pursuant to rule
16 of the Companies (Acceptance of Deposits) Rules, 2014
for the F.Y. 2023-24 within prescribed time under the Act.

2. The Company has submitted Related Party Transactions in The Management informed that the said error was due to
XBRL Mode with 1 day of Delay for the half year ended on technical glitch in uploading the XBRL report in the Stock
September 2023. Exchange’s Website. However, the Company has paid the fine
imposed by BSE Limited on February 13, 2024.

3. The Company failed to appoint a new Independent Director The management informed that the board of directors vide
within stipulated time period on casual vacancy caused their meeting held on April 01, 2024 appointed Ms. Mansi
due to resignation of Mr. Jayesh Vimal Chellani (DIN: - Jain, Non-promoter & Non-executive director as a
08453809) on December 23, 2023 and hence violated the Chairperson of the Company, hence the Company has
Regulation 17(1) of the SEBI (LODR) Regulation, 2015. The complied with said regulation. Further, the Company is in
Exchanges (i.e BSE Limited) has imposed fine of process to pay the amount of penalty levied by the BSE
Rs.45,000/- respectively on the Company on May 22, Limited and the Company will be more cautious in future
2024 i.e. after the review period. while complying applicable SEBI (LODR) Regulation 2015.

(iii) COST AUDITOR


The provisions of cost audit are not applicable to the Company

(iv) INTERNAL AUDITOR


The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section
138 of the Companies Act 2013, has appointed M/s Shital Samriya, as an Internal Auditor of the Company

28. SECRETARIAL STANDARDS


During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)


Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of
the Companies Act, 2013 is not applicable to the Company.

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30. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016.
During the year under Review, neither any application was made nor any proceedings were pending under Insolvency
and Bankruptcy Code, 2016.

3 1. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF


THE COMPANY:
The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company.
However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal
course of its business regarding risk management. Your Company has a well-defined risk management framework in
place.
The risk management framework works at various levels across the Company. These levels form the strategic defence
cover of the Company’s risk management. The Company has a robust organisational structure for managing and
reporting on risks. The Risk Management process has been established across the Company and is designed to identify,
assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all
the major functions and revolves around the goals and objectives of the Company.
Currently, the company does not identify any element of risk which may threaten the existence of the company

32 . VIGIL MECHANISM/WHISTLE BLOWER POLICY:


Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI (LODR) Regulations,
2015, a Vigil Mechanism/Whistle Blower Policy for directors, employees and other stakeholders to report genuine
concerns has been established. The same is uploaded on the website of the Company.

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


Information related to conservation of energy, research and development, technology absorption, foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies
(Accounts) Rules, 2014 is annexed herewith as Annexure – ‘D’ and forms a part of this Report.

34 . CODE OF CONDUCT
The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including
Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business
in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders.

35 . CODE FOR PREVENTION OF INSIDER TRADING:


Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their
immediate relatives (“Code”) as per the requirements under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in the Company’s shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code
covers Company’s obligation to maintain a Structured Digital Database (“SDD”), mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the
prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations,
regular trainings have been imparted to all designated persons by the Company.

36. MATERIAL ORDERS PASSED BY REGULATORY/COURT


There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the
impact on the going concern status and company’s operations in future.

37 . CODE FOR PREVENTION OF INSIDER TRADING:


Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their
immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code
33
covers Company's obligation to maintain a structured digital database ("SDD"), mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the
prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations,
regular trainings have been imparted to all designated persons by the Company.

38. FRAUD REPORTING


No fraud has been reported by the auditor under Section 143(12) of the Companies Act, 2013 to the Audit Committee
of the Board.

39. MANAGERIAL REMUNERATION


Disclosures pursuant to Sec on 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-E.

40. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLPS ETC.


Following are the subsidiary Company of Mercury EV-Tech Limited as on March 31, 2024: -
 Powermetz Energy Private Limited
 EV-Nest Private Limited

The annual accounts of Subsidiary Companies are available for inspection by any Member at the registered office of the
Company and interested Member may obtain it by writing to the Company Secretary of the Company.
During the year under review, Powermetz Energy Private Limited has been identified as Material Subsidiary in accordance
with Regulation 16 of Listing Regulations.
The Financial Information of the Subsidary Companies as required pursuant to section 129(3) of the Companies Act,
2013 read with applicable provisions of Companies (Account) Rules 2014 is set out in Form No. AOC-1 is annexed as an
Annexure-F to this report.
Scheme of Arrangement is filled between EV NEST PRIVATE LIMITED (Transferor Company) and MERCURY EV-TECH
LIMITED (Transferee Company) before the national company law tribunal bench at Ahmedabad which was admitted on
March 29th, 2024
EV NEST PRIVATE LIMITED (Transferor Company) a company incorporated under the provisions of Companies Act, 1956
(CIN: U45209GJ2015PTC083192) and having its Registered Office at 902, Galav Chambers Sayajigunj Baroda Vadodara
GJ 390020, in the State of Gujarat.
In the above scheme of arrangement All the assets and liabilities of the Transferor Company transferred to and vested
in the Transferee Company pursuant to this Scheme shall be recorded in the books of accounts of the Transferee
Company and following are synergies of the scheme
· Synergies of operations, inter alia, optimization of supply and distribution network and costs;
· Integration of business thereby providing impetus to the overall growth;
· Concentrated management focus and improved organizational capability;
· Integrated, rationalised and streamlined management structure of the merged business;
· Strengthening of financial position with increased capital base.
· Facilitate inter transfer of resources and optimum utilisation of assets;
· Pooling of Human talent in terms of Manpower, Management, Administration and marketing to result in saving of
costs;
· Avoiding duplication of administrative functions, reduction in multiplicity of legal and regulatory compliances;
· Synchronizing of efforts to achieve uniform corporate policy.

4 1. POLICY ON DIRECTOR’S APPOINTMENT & REMUNERATION


Your Company’s policy on Directors’ appointment and remuneration and other matters (“Remuneration Policy”)
pursuant to Section 178(3) of the Act is available on the website of your Company at https://
www.mercurymetals.in/
The Remuneration Policy for selection of Directors and determining Directors’ independence sets out the guiding
principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the
34
Directors. Your Company’s Remuneration Policy is directed towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the
Company.

42 . LISTING OF SECURITIES:-
The equity shares of the Company are listed on BSE Limited with the scrip code 531357 and ISIN for equity shares being
INE763M01028.
The Company confirms that the Annual Listing fees has been paid to Stock Exchange for FY 2024-25.

43 . MATERIAL CHANGES AFTER END OF FINANCIAL YEAR


After the end of Financial Year 2023-24, the following are the material changes: -
1. On 13.04.2024, the Board of the Company approved acquisition of 65% stake in Altius EV Tech Pvt Limited at a
price of Rs. 10/- per equity share.
2. On 08.05.2024, the Board of the Company approved acquisition of 65% stake in Traclaxx Tractors Private
Limited at a price of Rs. 10/- per equity share.

ACKNOWLEDGMENT

Your directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments
of various states in India, concerned Government departments, Financial Institutions and Banks. Your directors thank all the
esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your
Company.

Efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and
excel.

For and On Behalf of Board Of Directors


Mercury EV-Tech Limited
Sd/-
Ms. Manshi Jain Date- November 07, 2024
Chairperson Place -Vadodara
DIN - 09533465

35
ANNEXURE-A
MANAGEMENT DISCUSSION AND ANALYSIS

 INDUSTRY STRUCTURE & DEVELOPMENT


The Company is engaged in the business of Manufacturing and Trading of Electronic vehicles and other related renewable
energy products.

The electric vehicle market was experiencing significant growth, driven by factors such as increasing environmental
awareness, government incentives, technological advancements, and improvements in battery technology. As a result,
established automakers and new entrants were investing heavily in EV development. Advances in battery technology
were a critical driver for the development of electric vehicles. Improvements in energy density, charging speed, and cost
reduction were key factors influencing the feasibility and widespread adoption of EVs. The environmental benefits of
EVs, including reduced greenhouse gas emissions and lower air pollution in urban areas, were a driving force behind
their development and adoption.

The Indian automobile industry is the fifth largest in the world and is expected to become the third largest by 2030. As
per India Energy Storage Alliance (IESA), the Indian EV industry is expected to expand at a CAGR of 36%. As population
rises and demand for vehicles grow, dependence on conventional energy resources is not a sustainable option as India
imports close to 80% of its crude oil requirements. NITI Aayog aims to achieve EV sales penetration of 70% for all
commercial cars, 30% for private cars, 40% for buses and 80% for two and three-wheelers by 2030. This is in line with
the goal to achieve net zero carbon emission by 2070.

On an annual basis, the sales for E2W segment recorded an increase of 210% in FY2023 over sales in FY2022.

On a yearly basis, the combined sales of both passenger and cargo (registered) E3Ws in FY2023 recorded an increase of
126% over sales in FY2022.

The cumulative EV sales in India reached 23,37,761 units by the end of FY2023. While the annual EV sales crossed 12
lakh vehicles in FY2023 with more than 60% of the share accounted for by registered electric two-wheelers (E2W)
followed by passenger electric three-wheeler (E3W P) with ~29% market share. Uttar Pradesh, Maharashtra, Delhi,
Karnataka, and Rajasthan were the top EV-selling states between FY2014 and FY2022, accounting for more than 50%
of the market share. In terms of FY2023 sales share, Uttar Pradesh, Maharashtra, Karnataka, Rajasthan, and Gujarat
were the top EV-selling states.

The cumulative EV sales in India reached 41,35,077 units by the end of FY2024. Annual EV sales crossed 1.7 million
vehicles in FY2024, with more than 55% of the share accounted for by registered electric two-wheelers (E2W), followed
by passenger electric three-wheeler (E3W P) with ~32% market share.

The central government has announced a number of promotional measures in the previous ten years, including tax
incentives for electric vehicle owners, public EV charging infrastructure development, and so on

Production-linked Incentive Scheme (PLI) for Advanced Cell Chemistry (2021):


The government introduced Production Linked Incentive for Advanced Chemistry Cell Battery Storage (PLI-ACC) scheme.
The scheme is expected to boost India’s battery infrastructure. As per the Union Budget, the total outlay for the scheme
is US$ 2.45 billion (Rs 18,100 crore), which would be disbursed to beneficiaries over five years once the manufacturing
facility is set up.
Faster Adoption and Manufacturing of (Hybrid and) Electric Vehicles (FAME) – I and II:
FAME, or Faster Adoption and Manufacturing of (Hybrid and) Electric vehicles, is currently India’s flagship scheme for
promoting electric mobility. It was launched by DHI in 2015. Currently in its 2nd phase of implementation, FAME-II is
being implemented for a period of 3 years, eff. 1st April 2019
36
State based subsidies
State based subsidies on EV are offered by several states in the range of Rs. 2,500-10,000 per KWh on EV purchase. The
tax benefits, registration, and road tax waivers (different policies in different states) etc. further increased penetration
in these markets

 SEGEMENT WISE PERFORMANCE


Our Company’s operations belong to a single segment and therefore no segment wise performance given.

 OPPORTUNITIES AND THREATS


OPPORTUNITIES
Environmental Concerns: Growing environmental awareness and the need to reduce carbon emissions present a
significant opportunity for EV manufacturers. Consumers and governments are increasingly seeking cleaner
transportation options.
Technological Advancements: Ongoing advancements in battery technology, materials science, and electric drivetrain
systems provide opportunities to improve vehicle range, charging speed, and overall performance.
Government Incentives: Many governments offer incentives such as tax credits, rebates, and grants to promote EV
adoption. These incentives help make EVs more affordable and attractive to consumers.
Infrastructure Development: The expansion of charging infrastructure offers opportunities for companies to invest
in charging stations, both at homes and public locations, to alleviate “range anxiety” and accelerate EV adoption.
Innovation in Mobility Services: Electric and autonomous vehicles have the potential to revolutionize transportation
services, such as ride-sharing and autonomous taxi fleets. Companies that tap into these new mobility models could find
substantial opportunities.
Supply Chain and Manufacturing: The EV supply chain, including battery production and raw material sourcing,
presents opportunities for innovation and efficiency improvements.
Diverse Vehicle Offerings: Electric powertrains can be adapted to various vehicle types, including cars, buses,
trucks, and two-wheelers. This diversification offers opportunities for market expansion and addressing different
customer needs.
Consumer Interest and Demand: As consumers become more interested in sustainability and advanced technology,
the demand for EVs is likely to increase, providing growth opportunities for manufacturers.

THREATS
Charging Infrastructure Challenges: The lack of widespread and convenient charging infrastructure could hinder
the adoption of EVs, leading to “range anxiety” and discouraging potential buyers.
Competition from Combustion Engine Vehicles: Traditional internal combustion engine vehicles still dominate
the market. If EVs cannot compete in terms of price, performance, and convenience, their adoption may be limited.
Initial Cost: Despite government incentives, the initial purchase cost of EVs can still be higher than that of conventional
vehicles. Price-sensitive consumers might be hesitant to make the switch.
Consumer Acceptance and Habits: Some consumers might be hesitant to switch to EVs due to concerns about
vehicle range, charging times, and the unfamiliarity of electric technology.
Regulatory Uncertainty: Changes in government policies and regulations related to EV incentives, emissions
standards, and manufacturing requirements could impact the industry’s trajectory.

 RISK CONCERNS
Infrastructure Challenges:
• Need for significant investment in charging infrastructure to meet growing demand
• Potential for infrastructure gaps to hinder business operations and customer adoption

· Raw Materials Scarcity


• Risk of raw materials shortages affecting battery production and supply chains
• Environmental concerns related to mining and processing of these materials
• Need for sustainable and responsible sourcing practices to mitigate risks
37
 HUMAN RESOURCES
At Mercury EV-Tech, we recognize that our employees are the cornerstone of our success and integral to meeting our
long-term business success goals. We are committed to investing in our people, providing them with the right set of
skills, opportunities and an enabling environment to thrive. Company has maintained cordial and harmonious relations
with employees across various locations. At the core of our success are our people and have been working towards
keeping them engaged and inspired.

 INTERNAL CONTROL SYSTEM AND ITS ADEQUACY


The Company has adequate system of internal control commensurate with its size and operations to ensure orderly and
efficient conduct of the business. These controls ensure safeguard of assets, reduction and detection of frauds and
error, adequacy and completeness of the accounting record and timely preparation of reliable financial information.

 FINANCIAL AND OPERATIONAL PERFORMANCE


The financial performance of the Company for the year 2023-24 is described in the Directors Report.

 CAUTIONARY STATEMENT
Statement made in this report describing the Company’s objectives, projection, estimates and expectations may be
“forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially
from those expressed or implied. Important factors that could make a difference to the Company’s operations include
economic conditions affecting the Markets in which company operates; changes in the Government regulations; tax
laws and other statutes and incidental factors.

 DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY
PREV IOUS FIN ANCIAL YEAR) IN KEY FINANCIAL RATIOS , ALONG WITH DE TAILED EXPLANAT IONS
THEREFOR, INCLUDING:

Name of Ratio 2023-24 2022-23 % chan ge Reas on of chan ge


Collection of Debtors has been improved hence the
Debtors Turnover Ratio 1.92 7.42 -74.12
ratio is decreased.
Inventory level has been increased and hence the
Inventory Turnover Ratio 3.06 2.06 48.54
ratio has increased as compare to previous year.
Interest Coverage Ratio 23.29 65.48 -64.43 Due to increase in Bnak Borrowings
Collection cycle is decreased and hence the Current
Current Ratio 5.3 16.35 -67.58
ratio is gone down as compared to previous year.
Debt Equity Ratio 0.29 0.45 -35.56 Debt is being reduced from as compared to last year
Margin has decreased due to incremantal operating
Operating Profit Margin Ratio 7.85 8.26 -4.96
cost since the company has started production.
Profit margin in the business is improved and hence
Net Profit Margin Ratio 11.43 6.56 74.24
the Ratio of Net Profit margin has been increased.

38
ANNEXURE-B
CORPORATE GOVERNANCE REPORT

The Company believes that good governance facilitates efficient, effective and entrepreneurial management that can deliver
stakeholder value over long term. It is about commitment to values and ethical business conduct. It is a set of laws, regulations,
processes and customs affecting the way a company is directed, administrated, controlled or managed. Good corporate
governance forms the foundation for successful and integral organizations, institutions, and markets. It is based on the
principles of integrity, fairness, equity, transparency, accountability, and commitment to values. These practices stem from an
organization's culture and mindset, and their effectiveness depends on regular review, preferably by independent parties.
The Company has developed a corporate governance framework which ensures effective board governance procedures, strong
internal control systems, accountability and transparency. The Company has implemented various codes and policies to ensure
best corporate governance practices at all levels. By upholding these practices, the Company aims to create an efficient and
sustainable environment that benefits its stakeholders in the long run. The Company is committed in seeking opportunities for
improvements on an ongoing basis.

1. COMPANIES PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The corporate governance philosophy of the Company is based on the following principles:
• Follow the Spirit of the law and not just the letter of the law
• Be Transparent and maintain High degree of disclosure levels
• Comply with the laws of all the countries in which Company Operates.
• Have a Simple and transparent Corporate Structure driven solely by business needs.

Corporate governance is an integral part of the philosophy of the Company in its pursuit of excellence, growth and value
creation. In addition to complying with the statutory requirements, effective governance systems and practices towards
improving transparency, disclosures, internal control and promotion of ethics at workplace have been institutionalized.

2. BOARD OF DIRECTORS

The Board of Directors ("Board") determines the purpose and values of the Company. The primary role of the Board is
that of trusteeship so as to protect and enhance stakeholders' value through strategic supervision. It operates
independently of company management and day-to-day operations.
The Board is entrusted with the ultimate responsibility of the management, general affairs, direction and performance
of the Company and has been vested with the requisite powers, authorities and duties
The Board exercises leadership, integrity and judgment in directing so as to achieve continuing prosperity and to act in
the best interest of the Company. The Board plays a critical role in overseeing how the management serves the short-
term and long- term interests of shareholders and other stakeholders.
Apart from the matters that require mandatory Board approval, following matters are also put up for information to the
Board, as and when the occasions arise:
• Annual operating plans and budgets and any updates.
• Capital budgets and any updates.
• Quarterly results for the company and its operating divisions or business segments.
• Minutes of meetings of audit committee and other committees of the board.
39
• The information on recruitment and remuneration of senior officers just below the board level, including
appointment or removal of Chief
• Financial Officer and the Company Secretary.
• Show cause, demand, prosecution notices and penalty notices which are materially important.
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material default in financial obligations to and by the company,
• Any issue including any judgment or order which, may have passed strictures on the conduct of the company
or taken an adverse view that can have negative implications on the company.
• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
• Any significant development in Human Resources/ Industrial Relations front.
• Quarterly details of risk factors, competitors, foreign exchange exposures etc. and the steps taken by
management to limit the risks, if material.
• Non-compliance of any regulatory, statutory or listing requirements and members service such as non-
payment of dividend, delay in share transfer etc.

I. Composition Of Board of Directors

The Board of the Company has an optimum combination of Executive Director, Non-Executive Non-Independent Directors
and Independent Directors. The composition of the Board of Directors is in conformity with Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Sections 149 & 152 of
the Companies Act, 2013 ("Act").
As on March 31, 2024, the Board of Directors of the Company consists of seven directors of which two are Executive
Director, there are Non-Executive Independent Directors. In line with the Board's Diversity policy, there is a representation
of one independent women director. Following are the list of directors of Mercury EV-Tech Limited as on 31.03.2024.
Number of Board Present in
Directorships held Relationship
Sr. Meetings Attended in Annual
Name of Director Position in other Listed Between
no Financial Year 2023- General
companies Directors
2024 Meeting
Kavit Jayeshbhai ED &
1 - No Relation 14/14 Yes
Thakkar CEO*
Darshankumar
2 ED* - No relation 14/14 Yes
Jitendra Shah
3 Manshi Jain NED (I)* - No Relation 14/14 No
Dinesh Kumar
4 NED (I)* - No Relation 7/7 No
Sinha
Harit Gopalbhai
5 NED* - No Relation 9/12 No
Shah
Lalit Vitthal
6 NED* - No Relation 2/2 NA
Waankhede
Sachin Shivaji 1
7 NED (I)* No Relation 2/2 NA
Wagh Viz.YOGI LIMITED

40
*ED- Executive Director
*CM-Chairman
*NED-Non-Executive Director
* NED(I)-Non-Executive Director- Independent Director

Note: w.e.f April 01,2024 Manshi Jain (Non-Executive-Independent) is the Chairperson of Mercury EV-Tech Limited

II. Board Meeting Procedure

Board Meetings are governed by structured agenda. All major agenda items are backed by comprehensive background
information to enable the Board to take informed decisions. The Company Secretary, in consultation with the Senior
Management, prepares the detailed agenda for the meetings.
Agenda papers and Notes on Agenda are circulated to the Directors, in advance, in the defined agenda format. All
material information is circulated along with agenda papers for facilitating meaningful and focused discussions at the
meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting with
specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary
item(s) on the agenda are permitted. In order to transact some urgent business, which may come up after circulation
agenda papers, the same is placed before the Board by way of table agenda or Chairman's agenda. Frequent and detailed
deliberation on the agenda provides the strategic roadmap for the future growth of the Company.
Minimum 4 (four) Board meetings are held every year. Apart from the above, additional Board meetings are convened by
giving appropriate notice to address the specific needs of the Company. In case of business exigencies or urgency of
matters, resolutions are also passed by way of circulation.
The required information as enumerated in Part A of Schedule II to SEBI (LODR) Regulations, 2015 is made available to
the Board for discussions and consideration at every Board Meeting. The Board periodically reviews compliance reports
of all laws applicable to the Company, as required under Regulation 17(3) of the SEBI (LODR) Regulations, 2015.
The important decisions taken at the Board / Committee meetings are communicated to departments concerned,
promptly. Action taken report on the decisions taken at the meeting(s) is placed at the immediately succeeding meeting
of the Board / Committee, for noting by the Board / Committee.
The Board meets at least once in every quarter to review the Company's operations and financial performance. The
maximum time gap between any two meetings is not more than 120 days. The necessary quorum was present in all the
meetings.

II I. Board Meetings and Attendance

Mercury EV-Tech Limited had Fourteen Board meeting in financial year (2023-2024). This meeting were held on following
dates -
May 03,2023, May 26,2023, June 27,2023, August 11,2023, August 28,2023, September 05,2023, October 26,2023,
November 06,2023, November 09,2023, December 15,2023, December 23,2023, January 01,2024, February 12,2024,
March 11,2024
Further meeting of Independent directors was held on March 28,2024 in which none of the executive and non-independent
director were present.

41
IV. Number of Equity Shares held by Non-executive Directors of the Company

None of the Non-executive Directors of Mercury Ev-Tech Limited holds the shares of the company.

V. Information to the Board

The Board of Directors has complete access to the information within the Company, which inter alia includes
• Annual revenue budgets and capital expenditure plans
• Quarterly results and results of business segments
• Financing plans of the Company
• Minutes of meeting of Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee
• Details of any joint venture, acquisitions of companies or collaboration agreement
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any materially relevant default, if any, in financial obligations to and by the Company or substantial non-payment
for goodssold or services rendered, if any
• Any issue, which involves possible public or product liability claims of substantial nature, including any Judgment
or Order, if any, which may have strictures on the conduct of the Company
• Developments in respect of human resources
• Compliance or Non-compliance of any regulatory, statutory nature or listing requirements and investor service
such as nonpayment of dividend, delay in share transfer, etc., if any
• The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning
of the Company which are currently available with the Board

VI. Skills Expertise and competencies of the Board of Director

The Following is the list of core skills/competencies identified by the board of director as required in the context of the
company's business and that the said skills are available within the Board Members
Leadership Leadership experience including in areas of business development, strategic
planning, succession planning, driving change and long-term growth and
guiding the Company and its senior management towards its vision and values.
Strategy and planning Ability to think strategically; identifies and critically assesses strategic
opportunities and threats.
Global Experience/International Global mindset and staying updated on global market opportunities,
Exposure competition experience in driving business success around the world with an
understanding of diverse business environments, economic conditions and
regulatory frameworks.
EV Manufacturing and Experience and knowledge in the field of manufacturing the Electricity
Renewable energy Vehicles but to enhance its efficiency with the use of renewable energy and to
be expert of Electrical and Electronics Engineer.
Finance, Account and Audit Qualification or experience in accounting or finance or the ability to
understand financial policies, disclosure practices, financial statements and
critically assess financial viability and performance
Solar Battery production Excellence in the production and designing of the solar battery to increase the
efficiency of the current and upcoming projects.
Stakeholder Engagement & Ability to engage with key Stake holders including relevant industry investor
Industry Advocacy and business customers to effectively engage / network and communicate
with them

42
A chart Setting out the skills of the Board of Director as on March 31, 2024 are as under
We have referred the skills by numbers
1. Leadership,
2. Strategy and planning,
3. Global Experience /International Exposure,
4. Ev Manufacturing and Renewable energy,
5. Finance, Accounts & Audit,
6. Solar Battery Production,
7. Stakeholder Engagement & Industry advocacy

Sr.
Name of Director 1 2 3 4 5 6 7
no
      
1 Kavit Jayeshbhai Thakkar

  -  -  
2 Darshankumar Jitendra Shah

-  - -  - 
3 Manshi Jain

      
4 Dinesh Kumar Sinha

-  -  -  
5 Harit Gopalbhai Shah

    -  
6 Lalit Vitthal Waankhede

      
7 Sachin Shivaji Wagh

3. AUDIT COMMITTIE

The Audit Committee functions according to its Charter that defines its composition, authority, responsibility and
reporting functions in accordance with Section 177 of the Act, Regulation 18(3) read with Part C of Schedule II of the
SEBI (LODR) Regulations, 2015 the Audit Committee of the Company comprises of three(3) members. The Committee is
Chaired by Ms. Manshi Jain, an Independent Director of the Company. Mr. Kavit Jayeshbhai Thakkar and Mr. Dinesh
Kumar Sinha are the other members of the Committee, all of whom are financially literate and have relevant finance and/
or audit exposure.

The Company Secretary also acts as the Secretary for all the Audit Committee.

I. Brief Description of Terms of Reference.

Following are the responsibilities of the Audit Committee as per SEBI (LODR) Regulations, 2015

43
• Reviewing with the management, quarterly/annual financial statements before submission to the Board, focusing
primarily on-
- The Company's financial reporting process and the disclosure of its financial information, including earnings,
press release, to ensure that the financial statements are correct, sufficient and credible.
- Reports on the Management Discussion and Analysis of financial condition, results of operations and the
Directors' Responsibility Statement;
- Major accounting entries involving estimates based on exercise of judgment by Management;
- Compliance with accounting standards and changes in accounting policies and practices as well as reasons
thereof;
- Draft Audit Report, qualifications, if any and significant adjustments arising out of audit;
- Scrutinise inter corporate loans and investments;
- Disclosures made under the CEO and CFO certification and
- Approval or any subsequent modification of transactions with related parties, including omnibus related
party transactions.
• Review with the management, external auditor and internal auditor, adequacy of internal control systems,
identify weakness or deficiencies and recommending improvements to the management.
• Recommend the appointment/removal of the statutory auditor, cost auditor, fixing audit fees and approving
non-audit/consulting services provided by the statutory auditors' firms to the Company and its subsidiaries;
evaluating auditors' performance, qualifications, experience, independence and pending proceedings relating to
professional misconduct
• Review the adequacy of internal audit function, including the structure of the internal audit department, staffing
and seniority of the chief internal auditor, coverage and frequency of internal audit, appointment, removal,
performance and terms of remuneration of the chief internal auditor
• Discuss with the internal auditor and senior management, significant internal audit findings and follow-up
thereon.
• Review the findings of any internal investigation into matters involving suspected fraud or irregularity or a
failure of internal control systems of a material nature and report the matter to the Board.
• Discuss with the statutory auditor before the audit commences, the nature and scope of audit, as well as conduct
post-audit discussions to ascertain any area of concern.
• Review the functioning of the Vigil Mechanism under the Whistle-Blower policy of the Company.
• Review the financial statements and investments made by subsidiary companies and subsidiary oversight
relating to areas such as adequacy of the internal audit structure and function of the subsidiaries, their status
of audit plan and its execution, key internal audit observations, risk management and the control environment.
• Look into reasons for any substantial defaults in payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividend) and creditors, if any.
• Review the effectiveness of the system for monitoring compliance with laws and regulations.
• Approve the appointment of CFO after assessing the qualification, experience and background etc. of the candidate.
The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made
by the Committee during the year under review were accepted by the Board.

44
II. Composition, Meeting and attendance of Audit Committee during the year

Audit Committee
Name of Committee Number of Meetings Number of Meeting
Sr.no Position
Members Held Attended
1 Ms. Manshi Jain Chairperson 2 2
Mr. Kavit Jayeshbhai
2 Member 6 6
Thakkar

3 Mr. Dinesh Kumar Sinha Member 3 2

- May 26, 2023


- August 11, 2023
- August 21, 2023
- November 06, 2023
- January 01, 2024
- February 12, 2024

Further as per Regulation 18(2)(b) of SEBI (LODR) Regulation 2015 all the meeting were quorate

4. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company comprises of 4 Directors and all Four Directors are
Independent Directors of the company Nomination and Remuneration Committee functions according to its terms of
reference, that defines its objective, composition, meeting requirements, authority and power, responsibilities, reporting
and evaluation functions in accordance with Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015. The suitably revised terms of reference enumerated in the Committee Charter, after incorporating therein the
regulatory changes mandated under the SEBI (LODR) Regulations, 2015, are as follows:

• Recommend the set up and composition of the Board and its Committees including the "formulation of the
criteria for determining qualifications, positive attributes and independence of a Director". The Committee
periodically reviews the composition of the Board with the objective of achieving an optimum balance of size,
skills, independence, knowledge, age, gender and experience.
• Support the Board in matters related to the setup, review and refresh of the Committees.
• Devise and review a policy on Board diversity.
• Recommend the appointment / reappointment or removal of Directors, in accordance with the criteria laid down,
including IDs on the basis of their performance evaluation report.
• Recommend on voting on resolutions for appointment and remuneration of Directors on the Boards of its material
subsidiary companies and provide guidelines for remuneration of Directors on material subsidiaries.
• Identify and recommend to the Board appointment or removal of Key Managerial Personnel ('KMP') and Senior
Management of the Company in accordance with the criteria laid down. In case of appointment of CFO, the
Committee shall identify persons, to the Audit Committee and the Board of Directors of the Company.
45
• Carry out evaluation of every Director's performance and support the Board, its committees and individual
Directors, including "formulation of criteria for evaluation of Independent directors and the Board".
• Oversee the performance review process for the KMP and Senior Management of the Company with a view that
there is an appropriate cascading of Company's goals and targets and on an annual basis, review the performance
of the Directors, KMP and Senior Management and recommend their remuneration.
• Recommend the Remuneration Policy for Directors, KMP, Senior Management and other employees.
• Review matters related to voluntary retirement and early separation schemes for the Company.
• Oversee familiarization programmes for Directors.
• Oversee HR philosophy, HR and people strategy and efficacy of HR practices including those for leadership
development, rewards and recognition, talent Management and succession planning (specifically for the Board,
KMP and Senior Management).
• Implement and administer any Employees Stock Option Scheme(s) approved by the Board and to establish,
amend and rescind any rules and regulations relating to the Scheme(s), and to make any other determinations
that it deems necessary or desirable in connection with the Scheme.

Composition, Meeting and attendance of Nomination and remuneration Committee during the year

Name of Committee Number of Number of Meetings


Sr.no Position
Members Meetings Held Attended
1 Mr. Dinesh Kumar Sinha Chairperson 1 1
2 Mr. Harit Gopalbhai Shah Member 2 2
3 Ms. Manshi Jain Member 3 3
Meetings of the Nomination and remuneration Committee held in year 2023-2024 are as under
- June 27, 2023
- October 26, 2023
- March 11 ,2024
w.e.f from 30.09.2024 Nomination and remuneration Committee was duly reconstituted.

Sr.no Name of Members Chairman / Member Nature of Directorship


1 Mr. Dinesh Kumar Sinha Chairperson Independent Director
2 Mr. Harit Gopalbhai Shah Member Independent Director
3 Ms. Manshi Jain Member Independent Director
Further all the meeting of Nomination and Remuneration committee were Quorate

5. REMUNERATION POLICY

The Remuneration Policy of the Company is designed to create a high- performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and
requires employee mobility to address project needs. The remuneration policy supports such mobility through pay
models that are compliant to local regulations.
In each country where the Company operates, the remuneration structure is tailored to the regulations, practices and
benchmarks prevalent in the automotive industry. For further details on Remuneration Policy for Directors, KMP and
other employees.

46
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission
payable to the Managing Director and the Executive Director out of the profits for the financial year and within the
ceilings prescribed under the Act and after seeking relevant approvals based on the Board evaluation process considering
the criteria such as the performance of the Company as well as that of the Managing Director and the Executive Director.

Executive Directors

The Board of Directors in consultation with the Nomination and Remuneration Committee decides on the remuneration
payable to the Managing Director/Whole Time Director. The total remuneration to the Managing Director comprises
fixed component consisting of salary and perquisites in accordance with Company's policy and a profit linked incentive.

The details of remuneration paid/payable to the Executive Directors are as follows:

Name of Director Category Salary


Mr. Kavit Jayeshbhai Thakkar Executive Director, CEO Rs. 11.65 Lakhs
Mr. Darshankumar Jitendra Shah Executive Director -

Independent Directors/Non-Executive Director:

Non Executive Directors can be paid sitting fees for attending the Board and Committee meetings. The reimbursement
of actual expense directly related to the travel and out-of-pocket expenses, if any, incurred by them is made.

The detail of remuneration paid/payable to the Independent Director/Non-Executive Directors is as follows:


Name of Director Category Salary
Ms. Manshi Jain Independent Director -
Mr. Dinesh Kumar Sinha Independent Director -
Mr. Harit Gopal Shah Non-Executive Director -
Mr. Lalit Vitthal Waankhede Non-Executive Director -
Mr. Sachin Shivaji Wagh Independent Director -

6. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee comprising of 3 Directors and functions in accordance with Section 178 of the
Act and Regulation 20 read with Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The suitably revised terms
of reference enumerated in the Committee Charter, after incorporating therein the regulatory changes mandated under
the SEBI (LODR) Regulations, 2015 are as follows:
• Approve issue of duplicate certificates for securities and transmission of securities.
• Resolve grievances of security holders of the Company, including complaints related to transfer/transmission of
shares, non-receipt of Annual Report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings, etc.
• Review measures taken for effective exercise of voting rights by Shareholders.
47
Composition Of Stakeholders Relationship Committee

Sr.no Name of Committee Members Position Number of Meetings Held Number of Meetings Attended

1 Ms. Manshi Jain Chairperson 1 1


2 Mr. Dinesh Kumar Sinha Member 4 3
3 Mr. Darshankumar Jitendra Shah Member 4 4

Number of Stakeholders Relationship Committee meeting held in year 2023-2024.


- April 04,2023
- May 10,2023
- November 09,2023
- March 11,2024

Further all the meeting of Stakeholders Relationship Committee were Quorate

Name of Compliance officer


Mrs Charmy Milind Joshi
(A63905)
w.e.f- March 11, 2024

Number of shareholders complaints received so far


In 4th Quarter of financial year (2023-2024) your Company didn't received any complaint from the shareholders.

Number of Complaints Resolved During the quarter


All the complaints from the shareholders which were received in 4th Quarter were resolved by your Company

Number of pending Complaints


No complaints are pending

7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE ('CSR')

Corporate Social responsibility is not applicable to Mercury EV-Tech Limited as per section 135 of the Companies
Act,2013, Further there is no need to form Corporate Social Responsibility Committee

8. WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for its employees
and Directors to report concerns about unethical improper activity. No person has been denied access to the Chairman
of the Audit Committee.
The Whistle Blower policy is uploaded on the website of the Company. The Audit Committee monitors and reviews the
investigations of the whistle blower complaints. No whistle blower complaints were received during FY 2023-24
48
9. POLICIES AND DISCLOSURE DISPLAYED ON THE WEBSITE OF THE COMPANY

Name of the Policy Brief Description

The Company has adopted the whistle blower mechanism for directors and employees
to report concerns about unethical behavior, actual or suspected fraud, or violation of
Whistle blower the Company's code of conduct and ethics. Whistle blower Policy had been revised
Policy (Policy on during the year. This mechanism also provides for adequate safeguards against
vigil mechanism) victimization of Director(s) / employee(s) who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee. No personnel have
been denied access to the audit committee

Nomination and
This policy formulates the framework in relation to appointment & remuneration of
Remuneration
directors, KMP and senior management personnel.
Policy

The policy regulates all transactions between the Company and its related parties.
Pursuant Section 188 of the Companies Act, 2013, comprising of contracts or
arrangements with the promoters or other companies/ entities in which the Directors
are interested. All transactions entered into with related parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI LODR, Regulation 2015 during the
financial year were on an arm's length basis and majority of those transactions were in
Related Party
the ordinary course of business.
Transaction Policy

There were no materially significant transactions with related parties during the
financial year which were in conflict with the interest of the Company. Suitable
disclosure as required by the Accounting Standards (IND AS-24) has been made in the
notes to the Financial Statements. The Board has approved a policy on dealing with
related party transactions which has been uploaded on the Company's website.

For Prevention of The policy provides the framework in dealing with securities of the Company. The code
Insider Trading ensures prevention of dealing in shares by designated persons having access to the
Insider Trading unpublished price sensitive information / to maintain the highest ethical standards of
Policy dealing in Company securities.

Policy for
preservation of The policy deals with the retention and archival of corporate records.
Documents

Our robust and effective risk management system continues to evolve, enabling our
business to achieve its strategic objectives, and deliver sustainable, long-term growth
Risk Management
and a commitment to responsible business practices. The Risk Management
Policy
Committee (RMC) is not constituted, as already the functions of RMC are performed
by the Board.

49
10. SENIOR MANAGEMENT

Mr. Dhruv Deepak Yardi, Chief Financial Officer and Mrs. Charmy Milind Joshi (from 11.03.2024), Company Secretary of
the Company are considered as the Senior Management of the Company.

11. COMPLAINCE MONITORING SYSTEM

The statutory compliance has become a catalyst for Corporate Governance. A good statutory compliance system has
become vital for effective conduct of business operations. As a major portion of the Company's business is conducted
abroad, apart from ensuring compliance with Indian statutes, the Company also complies with the statutes of the
countries where the Company has presence.
With a view to strengthen this system, the Company has taken steps to automate the said system and has framed a web
based portal which will provide the users a web-based access, controls based on a defined authorization matrix. Besides
connecting all the Compliance owners across time zones to a common corporate platform, the portal is expected to serve
as a repository of the compliance exercise yielding substantial saving in resources and efforts for tracking compliance.
The Company is taking steps to build this Statutory Compliance Monitoring system.

12 . GENERAL BODY MEETING

Date, Time and Location where the last three AGMs were held:
Date Venue Time Number of Special Resolution passed

Through Video Conferencing


30/09/2021 ("VC")/Other Audio Visual Means 17.00 AGM- No Special Resolution was passed
("OAVM")

Through Video Conferencing


24/09/2022 ("VC")/Other Audio Visual Means 13.00 AGM No Special Resolution was passed
("OAVM")

Through Video Conferencing


30/09/2023 ("VC")/Other Audio Visual Means 13.00 AGM One Special Resolution passed
("OAVM")

- All the aforesaid resolutions were passed by e-voting.


- No postal ballot was conducted during FY 2023-24.
- At the forthcoming 'Annual General Meeting' there is no item on the agenda requiring postal ballot.

13 . FAMILIARIZATION PROGRAMME FOR DIRECTORS:

The Company follows a structured orientation programme for its newly inducted Director(s) to ensure that they become
fully aware of the industry in which the Company operates, the processes, systems and policies adopted and followed by
the Company. The familiarization programme focuses on the business model and operations of the Company and also
aims at informing the Directors on the legal, regulatory as well as socioeconomic regime in which the Company functions.
A formal letter of appointment is given to every Director after appointment, which inter alia explains the role, functions,
duties and responsibilities expected from him as Director of the Company. Every Director so appointed is provided with
an Introductory Kit consisting of:
1) Annual Report;
2) Memorandum and Articles of the Company; and
3) Brochure of Company's product and details thereof.
50
The Chairman also have one to one discussion with the newly appointed Director to familiarize him with the Company's
operations and laws applicable to it. Plant / Factory visit was planned but could not be organised for the purpose so
mentioned.

14 . BOOK CLOSURE

The dates of book closure for the 38th AGM were from November 24, 2024 to November 30, 2024.
The dates of book closure for the 37th AGM were from September 24, 2023 to September 30, 2023

15 . MEANS OF COMMUNICATION

Effective communication of information is an essential component of Corporate Governance. It is a process of sharing


information, ideas, thoughts, opinions and plans to all stakeholders which promotes management shareholder relations.
The Company regularly interacts with shareholders through multiple channels of communication such as results
announcement, annual report, media releases, Company's website and subject Specific communications.
The Company disseminates information on its operations and initiatives on a regular basis. The Company's website
(https://www.mercurymetals.in/) serves as a key awareness facility for all its stakeholders, allowing them to access
information at their convenience.
The quarterly, half yearly and annual results are regularly published by the Company in leading English and vernacular
newspapers as per the Stock Exchange requirements viz. in Financial Express (English edition & Gujarati edition). In
addition, these are also submitted to the Stock Exchange in accordance with the Listing Agreement. Financial Results
will be supplied through E-mail and posted to the shareholders on demand. And now the results and other important
information is also periodically updated on the Company's website i.e (https://www.mercurymetals.in/)

16. GENERAL SHARE HOLDER INFORMATION

(a) General Information

(a) Annual General Meeting

Saturday, November 30, 2024,


Date,Time& Venue
through VC/OAVM

Financial Calender
(b) Board Meeting to Approve Audited/Unaudited Financial Results For

Quarter Ending June 30,2024 Latest before August 14,2024

Quarter Ending September 30,2024 Latest before November 14,2024

Quarter Ending December 31,2024 Latest Before February 14,2025

Quarter Ending March 31,2025


Audited Results for whole Financial Year Latest before May 30,2025
(2024-2025)
51
(c) Listing on Stock Exchange BSE limited

(d) Stock Code /Symbol 531357

(e) Demat ISIN No in NSDL & CDSL INE763M01028

(f) Status of DEMAT as on 31.03.2024

Dematerialised
17,37,02,692

Physicial Form 18,44,700

Total Issued Capital 17,55,47,392

(g) Outstanding ADR/GDR -

(h) Credit Rating Not Applicable

367-368, GIDC, Por, Village Por, Taluka


(i) Address for correspondence
Vadodara, Vadodara, Gujarat, 391243

(b) MARKET PRICE DATA FOR THE YEAR 2023-24 OF THE COMPANY ON BSE

Month Company BSE


High Low Average High Low Average
April-2023 22.20 13.80 18.00 61209.46 58793.08 60001.27
May-2023 22.83 17.71 20.27 63036.12 61002.17 62019.15
June-2023 31.40 20.90 26.15 64768.58 62359.14 63563.86
July-2023 28.70 24.05 26.38 67619.17 64836.16 66227.67
August-2023 35.71 28.00 31.86 66658.12 64723.63 65690.88
September-2023 50.47 36.42 43.45 67927.93 64818.37 66372.80
October-2023 50.62 44.02 47.32 66592.16 63092.98 64842.57
November-2023 92.73 46.10 69.42 67069.89 63550.46 65310.18
December-2023 143.80 95.60 119.70 72484.34 67149.07 68816.71
January-2024 120.00 91.00 105.50 73427.59 70001.60 71714.60
February-2024 102.40 81.00 91.70 73413.93 70809.84 72111.89
March-2024 93.85 64.32 79.09 74245.17 71674.42 72959.80

52
(c) DISCLOSURE OF 'LOANS AND ADVANCES' BY LISTED ENTITY

During the year under review, no such Loans and advances in the nature of loans to firms/companies in which directors
are interested has been made.
The Company has complied with all the Mandatory and Non-Mandatory Requirements of Corporate Governance as per
Listing Regulations.

(d) REGISTRAR & TRANSFER AGENT

Share transfer, and all other investor related matters are being attended and processed by our Registrar and Share
Transfer Agent (RTA) viz. Accurate Securities And Registry Private Limited.

(e) LISTING FEES

The Company has paid the Listing Fees for the year 2024-25 to the Bombay Stock Exchange.

(f) CUSTODIAL FEES TO DEPOSITORIES

The Company has paid custodial fees for the year 2024-25 to National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL)
53
(g) AUDIT FEES FOR ALL SERVICES PAID TO THE STATUTORY AUDITORS BY THE COMPANY FOR THE FINANCIAL YEAR
2023-24

M Sahu & Co, Chartered Accountants (Firm Registration No. 130001W), have been appointed as the Auditors of the
Company. The particulars of payment made to Statutory Auditors fees on consolidated basis is as follows:-
(` In Lakhs)
Particulars Amo unt
Audit Fees 5.52
Others 0.00
Total 5.52

The qualifications given by the Auditor are mentioned in the Board's Report.

(h) SHARE TRANSFER SYSTEM

Share transfer request received in physical mode are normally registered within 15 days from the date of receipt and
demat requests are also normally confirmed within an average of 15 days from the date of receipt.
Members may please note that with effect from April 01, 2019, shares held in physical form cannot be transferred.
Therefore, shareholders are requested to take action to dematerialize the equity shares of the Company by opening a
demat account.

(i) CEO AND CFO CERTIFICATION

Certificate from Chief Executive Officer and Chief Financial Officer, in terms of Regulation 17 of SEBI (LODR) Regulations,
2015, was placed before the Board of Directors of the Company in its meeting held on November 07, 2024.

(j) DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS THAT MAY HAVE POTENTIAL CONFLICT
WITH THE INTERESTS OF LISTED ENTITY AT LARGE

All related party transactions that were entered into during FY 2023-24 were on arm's length basis, in the ordinary
course of business and were in compliance with the applicable provisions of the Act and the SEBI LODR Regulations.
There was no material significant related party transactions entered into by the Company with Promoters, Directors,
KMPs or other designated persons which may have a potential conflict with the interest of the Company at large. The
Company has revised the related party transaction policy in accordance with the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended and the same is uploaded on Company's
website

17 . EQUITY SHARES IN THE SUSPENSE ACCOUNT:

As on March 31, 2024, there are no outstanding shares lying in the unclaimed suspense account of the Company.

18 . DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

During the year under review, no such agreements entered into by the shareholders, promoters, promoter group
entities, related parties, directors, key managerial personnel, employees of the listed entity or among themselves or with
the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose
and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability
upon the listed entity.

54
19. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2024

Sr. No. Shares Range Numbers of % Of Total Total Shares % of


Shareholders Shareholders Issued
Capital
1 1-500 38394 86.89 408382 2.33
2 501-1000 2694 6.10 2210957 1.26
3 1001-2000 1413 3.20 2128056 1.21
4 2001-3000 476 1.08 1214583 0.69
5 3001-4000 235 0.53 847324 0.48
6 4001-5000 197 0.45 931922 0.53
7 5001-10000 340 0.77 2518070 1.43
8 10000 and above 436 0.99 161612998 92.06

20. PLANT LOCATIONS:

Block No. 28, National Highway No. 8, Village: Manglege, Distt: Vadodara, State: Gujarat, PIN 391243

2 1. REGISTRAR AND SHARE TRANSFER AGENTS:

M/s. Accurate Securities & Registry Private Limited are appointed as Registrar and Share Transfer (R&T) Agents of the
Company for both Physical and Demat Shares. The address is given below:

M/s. Accurate Securities & Registry Private Limited


203, Shangrila Arcade, Above Samsung Showroom,
Nr. Shyamal Cross Road, Satellite,
Ahmedabad, Gujarat,380015
Tel- 079-48000319
Email- [email protected]

Shareholders are requested to correspond directly with the R & T Agent for queries pertaining to their shares such as
transfer / transmission of shares, change of address, queries pertaining to their shares, dividend etc.

55
DECLARATION BY THE MANAGING DIRECTOR UNDER REGULATIONS 34(3) OF THE SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 REGARDING ADHERENCE TO THE COMPANY'S CODE
OF CONDUCT

In accordance with Regulations 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with
the Stock Exchanges, I hereby confirm that, all Directors and Senior Management personnel of the Company have affirmed their
compliance with the Code of Conduct laid down by the Company, as applicable to them for the Financial Year ended March 31,
2024.

For Mercury Ev-Tech Limited

Sd/-
Kavit Jayeshbhai Thakkar
Executive Director
(DIN-06576294)

Place -Vadodara
Date - November 07, 2024

56
DECLARATION ON CODE OF CONDUCT

Declaration-Code of Conduct

Declaration under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015:
All the members of the Board and the Senior Management Personnel of the Company have for the year ended March 31, 2024,
affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

For Mercury Ev-Tech Limited

Sd/-
Kavit Jayeshbhai Thakkar
Executive Director
(DIN-06576294)

Place -Vadodara
Date - November 07, 2024

57
ANNEXURE C
FORM NO. MR-3
For the financial year ended on 31 st March, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
MERCURY EV-TECH LIMITED
(formerly known as Mercury Metals Limited)
(CIN: L27109GJ1986PLC008770)
367-368, GIDC, POR, VILLAGE: POR,
TALUKA: VADODARA,
VADODARA-391243, GUJARAT.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by MERCURY EV-TECH LIMITED (formerly known as Mercury Metals Limited) (hereinafter called “the company”).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s 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 my opinion, the Company has, during the audit period covering the
financial year ended on 31st March, 2024 (‘Audit Period’) 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 the Company for the
financial year ended on 31st March, 2024 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-Laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowing;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’);
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021; (Not applicable
during the audit period)
e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(Not applicable during the audit period)

58
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable
during the audit period)
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable during
the audit period)
i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015
I have relied on the representations made by the Company and its officers for systems and mechanism formed by the Company
for compliances system prevailing in the Company and on examination of the relevant documents and records in pursuance
thereof, on test-check basis, the Company has complied with the provisions Motor Vehicles Act 1988 and rules made there
under
I have also examined compliance with the applicable Clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India;
(ii) The Uniform Listing Agreement entered into by the Company with BSE Limited (BSE).
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above and subject to the following observations;
1. The Company has submitted Related Party Transactions in XBRL Mode with 1 day of Delay for the
half year ended on September 2023.
2. The Company has made delay/ failed to comply with regulation 17(1) of SEBI (LODR), Regulations,
2015 with respect to the compliance requirement of Board composition in case of vacancy caused due
to resignation of Director and hence violated the Regulation 17(1) of the SEBI (LODR) Regulation,
2015. The Exchanges (i.e BSE Limited) has imposed fine of Rs. 45,000/- respectively on the Company
on May 22, 2024 i.e. after the review period.
3. The Company has made delay in filing e-form MGT-14 under Section 117, e-form DIR-12 under Rule 8
of Companies (Appointment and Qualification of Directors) Rules 2014, e-form CHG-1 under section
77 of the Companies Act, 2013 and e-form DPT-3 pursuant to rule 16 of the Companies (Acceptance of
Deposits) Rules, 2014 for the F.Y. 2023-24 within prescribed time under the Act.
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 except to comply with the requirement of appointing the
Independent Director due to vacancy caused in the office of Independent Director w.e.f. December 23 ,
2023 within stipulated time period for the quarter ended on March 2024. . The changes in the composition of the
Board of Directors 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 the 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. Boards take decision by majority of directors
while the dissenting directors’ views are captured 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.

59
I further report that the Company has conducted postal ballot process and passed the following resolution on 25/01/2024
(deemed date of resolutions passed):
1. To Consider and approve appointment of Mr. Dinesh Kumar Sinha (DIN:10322097) as an Independent Director of the
Company
2. To Consider and approve appointment of Mr. Sachin Shivaji Wagh (DIN:01056774) as an Independent Director of the
Company
3. To Consider and approve Appointment of Mr. Lalit Vitthal Waankhede (DIN:00556938) as a Director of the Company
I further report that the Company has issued and allotted 86,80,000 Equity shares on to promoter group and Non
Promoter group on preferential basis vide Special Resolution passed on the Annual General Meeting of the Company held on
30/09/2023 and the said shares are listed and permitted to trade on the BSE Limited effective from 17/01/2024.
I further report that the Company filed a Scheme of Arrangement in nature of Amalgamation of EV Nest Private Limited
(formerly known as Kavit Infra Project Private Limited), with Mercury Ev-Tech Limited (formerly known as Mercury Metals
Limited) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 before the Hon’ble National Company Law Tribunal, Ahmedabad Bench (the “NCLT”).
I further report that during the audit period, there were no instances of:
(i) Public/Rights issue/debentures/sweat equity.
(ii) Redemption/buy-back of securities.
(iii) Major Decisions taken by the members in pursuant to section 180 of the Companies Act, 2013
(iv) Foreign technical collaborations.

For, Vishwas Sharma and Associates,


Company secretaries,

SD/-
Vishwas Sharma
Proprietor
FCS: 12606
COP No.:16942
UDIN : F01260 6F00096 9760
PR No.: 854/2020

Place: Ahmedabad
Date: 13/08/2024

Note: This report is to be read with my letter of even date which is annexed as Annexure herewith and forms
and integral part of this report.

60
ANNEXURE TO SECRETARIAL AUDIT REPORT
To,
The Members,
MERCURY EV-TECH LIMITED
(formerly known as Mercury Metals Limited)
(CIN: L27109GJ1986PLC008770)
367-368, GIDC, POR, VILLAGE: POR,
TALUKA: VADODARA,
VADODARA-391243, GUJARAT,
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. My responsibility is to
express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis
for my 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 representations 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
responsibility of management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For, Vishwas Sharma and Associates,


Company secretaries,

SD/-
Vishwas Sharma
Proprietor
FCS: 12606
COP No.:16942
UDIN : F01260 6F00096 9760
PR. No.: 854/2020

Place: Ahmedabad
Date: 13/08/2024

61
Ann exur e-D

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A. CONSERVATION OF ENERGY:
• The steps taken or impact on conservation of energy:
Conservation of energy is of utmost significance to the Company. Every effort is made to ensure optimum use of energy
by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/
preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

• The steps taken by the company for utilizing alternate sources of energy: None

• The capital investment on energy conservation equipment:


The Company do not propose any major capital investment on energy conservation equipment’s because the existing
arrangement are sufficient to cater the company need and are cost effective. Your Company firmly believes that our
planet is in need of energy resources and conservation is the best policy.

B. TECHNOLOGY ABSORPTION
• The efforts made towards technology absorption:
The Company made significant efforts towards upgradating/ modifying machines and latest technology for better
productivity to reduce operating costs and wastages.

• The benefits derived like product improvement, cost reduction, product development or import
su bs ti tu ti on :
The improved efficiency in production has resulted in substantial cost reduction due to lower wastages. The Company
is endeavor to deliver best quality products at a lower cost.

• In case of imported technology (imported during the last three years reckoned from the beginning of
the financial year:- NA

C. Foreign exchange Earnings and Outgo:


Foreign exchange Earnings:- Nil
Foreign exchange Outgo:- Nil

62
Annex ure-E

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-
section 12 of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

Sr. no Requirement Disclosure


1. The ratio of the remuneration of each director to the median 2.36 Times
remuneration of the employees for the financial year
2. The percentage increase in remuneration of each director, CFO, NA
CEO, CS in the financial year
3. The percentage increase in the median remuneration of 8%
employees in the financial year
4. The number of permanent employees on the rolls of the 73
Company as on March 31, 2024
5. Average percentile increases already made in the salaries of NIL
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for
increase in the managerial remuneration
6. Affirmation that the remuneration is as per the remuneration Yes, it is confirmed
policy of the company

For and On Behalf of Board of Directors


Mercury EV-Tech Limited
(Formerly known as Mercury Metals Limited)

S d/-
Manshi Jain
DIN: 09533465

Place -Vadodara
Date -November 07, 2024

63
Ann exur e-F

Form AOC – 1
Statement containing silent features of the Financial Statement of Subsidiary Company
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of the Companies (Accounts) Rules, 2014)

Sr. No. Name of The Subsidiary Powermetz Energy Private Limited EV-Nest Private Limited
1 Reporting Period 31-Mar-24 31-Mar-24
2 Reporting Currency INR INR
3 Date of Incorporation August 10, 2022 May 13, 2015
5 Country of Incorporation India India
6 Share Capital 1 1
7 Reserve & Surplus 36.25 -10.68
8 Total Assets 420.56 3035.94
9 Total Liablities 383.31 3045.63
10 Investment 0 0
11 Turnover 284.2 0
12 Profit Before taxation -16.24 -0.38
13 Provision for taxation 0 0
14 Profit after taxation -16.24 -0.38
15 Proposed Dividend 0 0
16 % of Shareholding 100 100

For and On Behalf of Board of Directors


Mercury EV-Tech Limited
(Formerly known as Mercury Metals Limited)

S d/-
Manshi Jain
DIN: 09533465

Place -Vadodara
Date -November 07, 2024

64
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,
MERCURY EV-TECH LIMITED
(formerly known as Mercury Metals Limited)
(CIN: L27109GJ1986PLC008770)
367-368, GIDC, POR, VILLAGE: POR,
TALUKA: VADODARA, VADODARA-391243, GUJARAT.

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of MERCURY EV-
TECH LIMITED (formerly known as Mercury Metals Limited) (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 Sub
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 information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and 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 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of Director DIN Designation


1. KAVIT JAYESHBHAI THAKKAR 06576294 Executive Director
2. JAYESH VIMAL CHELLANI* 08453809 Independent Director
3. DARSHANKUMAR JITENDRA SHAH 08687729 Executive Director
4. DINESH KUMAR SINHA$ 10322097 Independent Director
5. ARVINDKUMAR BABULAL THAKKAR^ 09528535 Independent Director
6. MANSHI JAIN 09533465 Independent Director
7. HARIT GOPALBHAI SHAH% 06975567 Non-Executive Director
8. SACHIN SHIVAJI WAGH# 01056774 Independent Director
9. LALIT VITTHAL WAANKHEDE# 00556938 Non-Executive Director
% Mr. Harit Gopalbhai Shah was appointed as Non-Executive Director of the Company w.e.f. 27/06/2023
$ Mr. Dinesh Kumar Sinha was appointed as Independent Director w.e.f. 26/10/2023
# Mr. Sachin Shivaji Wagh was appointed as Independent Director w.e.f. 25/01/2024 and Mr. Lalit Vitt hal
Waankhede was appointed as Non-Executive Director w.e.f. 25/01/2024

*Mr. Jayesh Vimal Chelani was resigned from the office of Independent Director w.e.f 23/11/2023

65
^ Mr. Arvindkumar Babulal Thakkar was resigned from the office of Independent Director w.e.f. 26/10/
2023

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the company.

For, Vishwas Sharma and Associates,


Company Secretaries,

Sd/-
Vishwas Sharma
Proprietor
FCS: 12606,
COP No.:16942
UDIN: F012606F000969683
PR No.:854/2020

Place: Ahmedabad
Date:13/08/2024

66
SECRETARIAL AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE TO THE MEMBERSOF MERCURY EV-TECH
LIMITED

To,
The Members,
MERCURY EV-TECH LIMITED
(formerly known as Mercury Metals Limited)
(CIN: L27109GJ1986PLC008770)
367-368, GIDC, POR, VILLAGE: POR,
TALUKA: VADODARA,
VADODARA-391243, GUJARAT.

I have examined the compliance of conditions of Corporate Governance by MERCURY EV-TECH LIMITED for the purpose of
certifying compliance of the conditions of Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing Regulations”) for the Financial Year ended March 31, 2024. I have obtained all
the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of certification.

The compliance of conditions of corporate governance is the responsibility of the management. My examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

On the basis of my examination of the records produced, explanations and information furnished, I certify that the Company
has complied with all the mandatory conditions of the Corporate Governance, as stipulated in Regulations 17 to 27 and clauses
(b) to (i) of Regulation 46 (2) and Paragraphs C, D and E of Schedule V of the Listing Regulations, during the year ended on
March 31, 2024 except the Company failed to appoint a new Independent Director within stipulated time
period on casual vacancy caused due to resignation of Mr. Jayesh Vimal Chellani (DIN: - 08453809) on
December 23, 2023 and hence violated the Regulation 17(1) of the SEBI (LODR) Regulation, 2015.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For, Vishwas Sharma and Associates,


Company Secretaries,

Sd/-
Vishwas Sharma
Proprietor
FCS: 12606,
COP No.:16942
UDIN: F012606F000969727

PR No.: 854/2020

Place: Ahmedabad

Date: 13/08/2024

67
INDEPENDENT AUDITOR’S REPORT

To the Members of Mercury EV - Tech Limited (Formerly known as Mercury Metals Limited)
Report on the Audit of the Standalone Financial Statements

Opinion
We have audited the accompanying standalone financial statements of Mercury EV - Tech Limited (“the Company”), which
comprise the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to
as ‘‘the standalone financial statements’’).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statement gives the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give
true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit, total comprehensive income,
changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined that there are no key audit matters to be communicated in our report.
Information other than the Financial Statements and Auditor’s Report thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Board’s Report including Annexures to Board’s Report, Management Discussion and Analysis, Corporate
Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report
thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are
required to report that fact. We have nothing to report in this regard.

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Responsibility of Management for Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”)
with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs
(financial position), profit or loss (financial performance including other comprehensive income), changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting
Standards specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for explaining our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.

69
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results
of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and
4 of the Order.
2. (A) As required by Section 143(3) of the Act, based on our audit, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive
income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt
with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
e. On the basis of written representations received from the directors as on 31st March 2023 taken on record by
the Board of Directors, none of the directors is disqualified as on 31st March 2024 from being appointed as a
director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls with reference to standalone financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended:
h. In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the
Act.

70
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
b) The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts.
c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:
• directly or indirectly lend or invest in other person or entities identified in any manner whatsoever
(“Ultimate Beneficiaries”) by or on behalf of the Company
or
• provide any guarantee security or the like to or on behalf of the Ultimate Beneficiaries.
(ii) The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
(“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representations under sub clause (d) (i)
and (d) (ii) contain any material mis-statement.
e) The Company has not declared dividend or paid during the year by the Company.

For M Sahu & Co


Chartered Accountants
Firm Registration No: 130001W

Partner (Manojkumar Sahu) Date: 30th May, 2024


Membership No: 132623 Place: Vadodara
UDIN: 24132623BKELKU6254

71
ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members
of Mercury EV Tech Limited (formerly known as Mercury EV Tech Limited) of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and
records examined by us in the normal course of audit, we state that:

1(a)(A) The Company has maintained proper records showing full particulars including quantitative details and situation
of the property, plant and equipment;
1(a)(B) The Company has maintained proper records showing full particulars of Intangible Assets;
1(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has a regular programme of physical verification of its Property, plant and
equipment by which all Property, plant and equipment are verified in a phased manner over a period of three
years. In accordance with this programme, certain Property, plant and equipment were verified during the year.
In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and
the nature of its assets. No material discrepancies were noticed on such verification;
1(c) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the title deeds of immovable properties (other than immovable properties where the Company is
the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone
financial statements areheld in the name of the Company;
1(d) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not revalued its Property, plant and equipment (including Right-of-use assets)
or Intangible assets or both during the year;
1(e) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, there are no proceedings initiated or pending against the Company for holding any benami
property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder;
2(a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of
such verification is reasonable and procedures and coverage as followed by management were appropriate. No
discrepancies were noticed on verification between the physical stocks and the book records that were 10% or
more in the aggregate for each class of inventory;
2(b) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not been sanctioned any working capital limits from banks on the basis of
security of current assets hence the requirements of paragraph 3(ii)(b) of the Companies (Auditor’s Report)
Order, 2020 (“the Order”) are not applicable to the Company.
3(A) The Company has granted unsecured loans to other parties, during the year, in respect of which:
During the year the Company has provided loans and stood guarantee to the companies as follows:

72
Rs. In Lakhs
Guarantees Security Loans Advances in
nature of loans
Aggregate amount granted / provided during the year
Subsidiaries Nil Nil 2.00 Nil
Others Nil Nil 325.04 Nil
Balance outstanding as at balance sheet date in respect of above cases
Subsidiaries Nil Nil 2995.84 Nil
Others Nil Nil 400.54 Nil

Based on our verification of the documents provided to us and according to the information and explanations
given by the Management, Company has not made investments in mutual funds.
(B) The terms and conditions of the loans, including repayment thereof have not been stipulated. Accordingly, we
are unable to comment on clause 3 (c) of the Order regarding regularity of the receipt of principal amount and
interest and Clause 3 (c) of the Order regarding steps for recovery of overdue amount of more than rupees one
lakh.
(C) In respect of the aforesaid loan, there is no amount which is overdue for more than ninety days;
(D) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh
loans granted to settle the overdue of existing loans given to the same parties;
(E) The Company has granted loans or advances in the nature of loans either repayable on demand or without
specifying any terms or period of repayment during the year.
(F) Other than that mentioned above, the company has not provided any guarantee or security or granted any
advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnership or any
other parties;
4 In our opinion and according to the information and explanations given to us and based on the audit procedures
performed, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect
of investments made.
According to information and explanation given to us, the Company has not granted any loans or provided guarantees
or securities that are covered under the provisions of sections 185 of the Companies Act, 2013.;
5 The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting
under clause (v) of the Order is not applicable.;
6 Having regard to the nature of the Company's business / activities, reporting under clause (vi) of the Order with
regard to cost records is not applicable.;
7(a) The Company is not regular in depositing with appropriate authorities undisputed statutory dues including
goods and services tax, provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of
customs, duty of excise, value added tax, cess and other statutory dues applicable to it. According to the
information and explanations given to us and based on audit procedures performed by us, no undisputed
amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than
six months from the date they became payable.;
7(b) According to the records of the company examined by us and information and explanations given by the
management, there are no statutory dues of referred in sub-clause (a) that has not been deposited on account
of disputes;
73
8 There were no transactions relating to previously unrecorded income that were surrendered or disclosed as
income in the tax assessments under the Income Tax Act, 1961during the year, Accordingly, the requirement to
report on clause 3(viii) of the Order is not applicable to the Company.;
9(a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon
to any lender.;
9(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any
government authority;
9(c) Term loans were applied for the purpose for which the loans were obtained..;
9(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have,
prima facie, not been used during the year for long-term purposes by the Company;
9(e) On an overall examination of the Standalone Financial Statements of the Company, the Company has not taken
any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or
joint ventures.
9(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint
ventures or associate companies. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable
to the Company.
10(a) The Company has raised 86.80 Lakhs by way of further public offer (including Right Issue) during the year and
the Funds raised, have been used for the purpose for which the funds were raised.
10(b) The Company has not alloted any preffrential allotment or private placement of shares during the year and also
Company has not issued any debentures during te year.
11(a) Based on examination of the books and records of the Company and according to the information and explanations
given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the
audit.;
11(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the
Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and
Auditors) Rules, 2014 with the Central Government;
11(c) As represented to us by the management, there are no whistle blower complaints received by the company
during the year.
12 The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement
to report on clause 3(xii) of the Order is not applicable to the Company.
13 Transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where
applicable and the details have been disclosed in the notes to the standalone Ind AS financial statements, as
required by the applicable accounting standards.;
14(a) In our opinion and based on our examination, the company does not have an internal audit system however
company is required to have an internal audit system as per provisions of the section 138 of the Companies Act
2013.
15 The Company has not entered into any non-cash transactions with its directors or persons connected with its
directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.;
16(a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the
Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the
Company.;
16(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtained a
valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.;
16(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.
Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

74
16(d) The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve Bank)
Directions, 2016 as amended). Accordingly, the requirements of clause 3(xvi)(d) are not applicable.
17 The Company has not incurred any cash losses in the financial year and in the immediately preceding financial
year;
18 There is no resignation of the statutory auditors during the year and accordingly the reporting under clause
3(xviii) is not applicable;
19 On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of
financial liabilities, other information accompanying the financial statements and our knowledge of the Board of
Directors and Management plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date
of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance
sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that our reporting is based
on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company
as and when they fall due.
20(a)&(b) The provisions of Corporate Social Responsibility (CSR) are not applicable to the company therefore reporting
under clause 20(a) and (b) is not applicable.

For M Sahu & Co


Chartered Accountants
Firm Registration No: 130001W

Partner (Manojkumar Sahu) Date: 30 th May, 2024


Membership No: 132623 Place: Vadodara
UDIN: 24132623BKELKU6254

75
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members
of Mercury EV- Tech Limited (Formerly known as Mercury Metal Limited) of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Mercury EV - Tech Limited (“the Company”) as
of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on
that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing
prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained, is sufficient and
appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the
Company.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors

76
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the
risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over
financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M Sahu & Co


Chartered Accountants
Firm Registration No: 130001W

Partner (Manojkumar Sahu) Date: 30 th May, 2024


Membership No: 132623 Place: Vadodara
UDIN: 24132623BKELKU6254

77
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
CIN-L27109GJ1986PLC008770
Standalone Balance Sheet as at 31 March,2024
( ` In Lakhs)
Particulars Note As at As at
No. March 31,2024 March 31,2023
A A S S E TS
No n-Curre nt Asse ts
(a) Property, Plant and Equipment 3 513.49 211.06
(b) Capital Work-in-Progress 3.1 2,847.30 871.88
(c) Other Intangible Assets 3.2 9.15 -
(d) Financial Assets
(i) Investments in Subsidiary 4 2.00 1.80
(ii) Loans 5 183.46 53.72
(iii) Trade Receivables 6 - 11.60
(e) Other Non Current Assets 7 1,474.54 94.01

Curr ent As sets


(a) Inventories 8 483.99 600.89
(b) Financial Assets
(i) Trade Receivables 9 1,342.25 647.63
(ii) Cash and Cash Equivalents 10 86.83 897.53
(iii) Loans 11 3,622.57 3,554.96
(c) Other Current Assets 12 1,040.16 625.49
To tal A sse ts 11,605.75 7,570.58
E QU ITY AN D LI ABIL ITIE S
E qu ity
(a) Equity Share capital 13 1,755.47 1,668.67
(b) Other Equity 14 6,288.22 3,295.44
Total equity attr ibuta ble to equity holde rs of the Comp any 8,04 3. 69 4 ,9 64 .1 1
L I A BI L I TI E S
N on -C urr en t L ia bilitie s
(a) Financial Liabilities
(i) Borrowings 15 2,307.82 2,214.99
(ii) Other Financial Liabilities 16 0.25 0.85
(b) Deferred Tax Liabilities (Net) 17 12.90 3.66

C ur re nt L iab ilitie s
(a) Financial Liabilities
(i) Borrowings 18 201.30 14.43
(ii) Trade Payables 19 556.20 294.25
(iii) Other Financial Liabilities 20 - 33.18
(b) Other Current Liabilities 21 388.67 19.13
(c) Provisions 22 14.63 7.67
(d) Current Tax Liabilities (Net) 23 80.28 18.30
Total L ia b ilitie s 3 ,5 62 .0 5 2 ,6 06 .4 7
Total E quity a nd L iab ilitie s 11 ,6 05 .75 7,5 70 .5 8
Summ ar y of S ign if ic an t Ac co untin g Po licies 1&2
The accompanying notes are an integral part of the financials statements. For and on behalf of the Board of Directors of
This is the Balance Sheet referred to in our report of even date Me rcury EV - Tech Limited
AS PER OUR REPORT OF EVEN DATE
FOR M SAHU & CO Kav it J Thak ka r Da rsha nkum ar J Shah
C HAR TER ED ACC OUN TAN TS Man agin g dir ec to r Director
FI RM RE GISTR ATIO N NO: 1300 01W
D IN :06 576 29 4 D I N:0 86 8772 9
MANOJKUMAR SAHU
PA RTNE R
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKU6 25 4 D hr uv Ya rdi C ha rm y Milin d Jo shi
PLACE: VADODARA CFO C om pa ny S e cr etar y
DA TE: 30/0 5/20 24 M No: A63905
78
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Standalone Statement of Profit and Loss for the year ended March 31,2024
( ` In Lakhs)
Particulars Note For the year ended For the year ended
No. 31st March 2024 31st March 2023
I nc om e
Revenue from Operation 24 1,918.05 1,292.64
Other Income 25 50.22 53.06
To ta l Re ve nue 1 ,9 68.2 7 1 ,3 45 .70
Expe ns es
Cost of Material Consumed 26 380.88 1,261.78
Purchases of Stock-in-Trade 27 750.11 -
Changes in Inventories of Finished Goods, WIP 28 243.01 (258.75)
Employee Benefits Expense 29 68.53 24.87
Finance Costs 30 20.45 2.05
Other Expenses 31 172.71 201.70
Depreciation and Amortization Expense 23.79 4.92
To tal Exp ens es 1 ,6 59 .4 8 1 ,2 36 .5 7
Pr of it Be fo re Tax 3 08.80 10 9 .1 3
Ta x Expens es
Current Tax 80.29 18.30
Income Tax of Earlier years - (0.83)
Deferred Tax 9.24 3.66
Pro fit for the Y ear 21 9 .2 7 88.00
Other Comprehensive I ncome
(i) Items that will not be re classified to profit or loss
- Remeasurement of Defined benefit plans 0.93 -
- Equity instruments through other comprehensive income - -
(ii) Incom e tax relating to items that will not be re classified to prof it or loss
- Remeasurement of Defined benefit plans (0.24) -
- Equity instruments through other comprehensive income - -
Total O ther Comp rehe nsive Inc ome 0.69 -
Tota l Compr ehensive Inco me for the Pe riod 2 19 .9 6 88.00
Earnings per Share:
(1) Basic 0.12 0.05
(2) Diluted 0.12 0.05
Summary of Significant Accounting Policies 1&2

The accompanying notes are an integral part of the financials statements. For and on behalf of the Board of Directors of
This is the Balance Sheet referred to in our report of even date Me rcury EV - Tech Limited
AS PER OUR REPORT OF EVEN DATE
FOR M SAHU & CO Kav it J Thak ka r Da rsha nkum ar J Shah
C HAR TER ED ACC OUN TAN TS Man agin g dir ec to r Director
FI RM RE GISTR ATIO N NO: 1300 01W
D IN :06 576 29 4 D I N:0 86 8772 9
MANOJKUMAR SAHU
PA RTNE R
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKU6 25 4 D hr uv Ya rdi C ha rm y Milin d Jo shi
PLACE: VADODARA CFO C om pa ny S e cr etar y
DA TE: 30/0 5/20 24 M No: A63905

79
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Standalone Cash Flow Statement for the year ended March 31, 2024
( ` In Lakhs)
Particulars Note For the year ended For the year ended
No. 31st March 2024 31st March 2023
Net Profit before Tax 308.80 109.13
Adjustments to r econcile profit before tax to net cash flows:
Depreciation and Amortisation Expense 23.79 4.92
Bad Debts -
Other non-operating Expences (Incl Written - off) -
Interest Income -
Interest Expense 16.93
Preliminary Expenses Written off -
Oper ating Profit before Workin g Capital cha nges 34 9 .5 1 11 4 .0 5
Mo ve men t in Wor king Ca pital :
(Increase)/Decrease in Inventories 116.90 (600.89)
(Increase)/Decrease in Trade Receivables (683.01) (621.43)
(Increase)/Decrease in Other Assets (1,795.19) (738.31)
Increase/(Decrease) in Trade Payable 261.94 294.25
Increase/(Decrease) in Other Current Liability 309.27 67.48
Increase/(Decrease) in provision 6.96 -
Cash Gen erated from Op eration (1 ,4 3 3. 63 ) (1 ,4 84. 86 )
Direct Tax Paid (Net of Refunds) (19.69) 3.49
Net Cash inf low fro m/ (outf low) fr om Opera ting ac tivities (A) (1 ,4 5 3. 32 ) (1 ,4 81. 37)
B. C ash Flow from In vesting Activities :
Purchase of Property, Plant & Equipments (2,287.02) (1,082.94)
Loan Given to Subsidiary & Others Inter Corporate - (3,554.96)
Investment in subidiary (0.20) -
Net Cash in flow f rom/ (o utflow) from Investing Activities (B) (2 ,2 87. 22 ) ( 4, 63 7. 90 )
C. Cash Flow f rom Financing Activitie s :
Proceeds / (Repayment) from Long Term Borrowings (Net) 279.71 2,200.56
Repayment / (Proceeds) received from Loans and Advances (Net) (197.35) -
Interest paid (16.93) -
Proceeds of Share Application money/Share Capital 2,864.40 4,741.15
Net Cash inflo w from / (outflow) from Fina ncing activ ities (C) 2 ,9 29 .83 6 ,9 41 .71
Net incr ease / (decreas e) in cash and c ash equivalents (A+B+C) ( 81 0. 71 )
82 2 .4 5
Cash and Cash Equivalents at the beginning of the year 89 7 . 5 3 75 .08
Cash and Cash Equivalents at the end of the year 86.82 89 7.5 3
Components of Cash and cash equivalents
Cash on hand 61.30 58.62
With Banks
Bank balances
- on Current Account 25.53 838.91
Cash an d Cash equiv alents 86.83 89 7.5 3
The accompaying notes are an integral part of the financials statements.
The cash flow statement has been prepared under the indirect method as set out in the Indian Accounting Standard (Ind AS 7) statement of cash flows.
This is the Cash Flow Statement referred to in our report of even date
AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board of Directors of
FOR M SAHU & CO Me rcury EV - Tech Limited
C HAR TER ED ACC OUN TAN TS
FI RM RE GISTR ATIO N NO: 1300 01W Kav it J Thak ka r Da rsha nkum ar J Shah
PARTNER (MANOJKUMAR SAHU) Man agin g dir ec to r Director
PA RTNE R D IN :06 576 29 4 D I N:0 86 8772 9
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKU6 25 4
D hr uv Ya rdi C ha rm y Milin d Jo shi
PLACE: VADODARA CFO C om pa ny S e cr etar y
DA TE: 30/0 5/20 24 M No: A63905
80
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Standalone Statement Of Changes In Equity For The Year Ended 31st March, 2024
( ` In Lakhs)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIALS STATEMENTS.


THIS IS THE STATEMENT OF CHANGES IN EQUITY REFERRED TO IN OUR REPORT OF EVEN DATE
For and on behalf of the Board of Directors of
AS PER OUR REPO RT OF EVEN DATE Me rcury EV - Tech Limited
FOR M SAHU & CO
C HAR TER ED ACC OUN TAN TS Kav it J Thak ka r Da rsha nkum ar J Shah
FI RM RE GISTR ATIO N NO: 1300 01W
Man agin g dir ec to r Director
PARTNER (MANOJKUMAR SAHU) D IN :06 576 29 4 D I N:0 86 8772 9
PA RTNE R
MEMBER SHI P NO. 13 26 23
U DI N: 2 4 13 26 23 BKE LKU6 25 4 D hr uv Ya rdi C ha rm y Milin d Jo shi
CFO C om pa ny S e cr etar y

81
PLACE: VADODARA M No: A63905
DA TE: 30/0 5/20 24
NOTE: 1

1.1 CORPORATE INFORMATION


Mercury Ev Tech Limited (Formerly known as Mercury Metal Limited) is Public Limited Company incorporated in India under the
provisions of the Companies Act. The Company’s strength lies in the Manufacturing and trading of Electronic Vehicles, related
auto parts and accessories and other renewable energies related materials. The Company has developed separate division
during the year for the R&D of Containers.
The Board of Directors approved the standalone financial statements for the year ended March 31, 2024 and authorized for
issue on 30th May, 2024.
Significant Accounting policies followed by the Company.

1. 2 BASIS OF PREPARATION
i. Compliance with Ind AS
The financial statements comply in all material aspects with Indian Accounting Standards (“Ind AS”) notified under
section 133 of the Companies Act, 2013 (“the Act”), Companies (Indian Accounting Standards) Rules, 2015 as amended
by Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and other relevant provisions of the Act as
applicable.
The accounting policies are applied consistently to all the periods presented in the financial statements.
ii. Historical cost convention
The financial statements have been prepared on a historical cost basis, except the following:
• Certain financial assets and liabilities that are measured at fair value;
• Assets held for sale – measured at lower of carrying amount or fair value less cost to sell;
• Defined benefit plans – plan assets measured at fair value.
iii. Current and non-current classification
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle
(not exceeding twelve months) and other criteria set out in the Schedule III to the Act.
iv. Functional and presentation currency
These financial statements are presented in Indian Rupees, which is the Company’s functional currency.
v. Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the
requirement of Schedule III, unless otherwise stated.

1. 3 SIGNIFICANT ACCOUNTING POLICIES


A. Property, Plant and Equipment:
i. Recognition and measurement
Freehold land is carried at cost. All other items of property, plant and equipment are measured at cost less
accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly
attributable to the acquisition of the items.
Income and expenses related to the incidental operations, not necessary to bring the item to the location and
condition necessary for it to be capable of operating in the manner intended by management, are recognized in
the Statement of Profit and Loss.
If significant parts of an item of property, plant and equipment have different useful life, then they are accounted
and depreciated for as separate items (major components) of property, plant and equipment.

82
Any gain or loss on disposal of an item of property, plant and equipment is recognized in the Statement of Profit
and Loss.
Capital work in progress is stated at cost and includes the cost of the assets that are not ready for their
intended use at the Balance Sheet date.
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant
and equipment recognized as at April 1, 2016 measured as per the Previous GAAP and use that carrying value as
the deemed cost (except to the extent of any adjustment permissible under other accounting standard) of the
property, plant and equipment.
ii. Subsequent Expenditure
Subsequent expenditure relating to property, plant and equipment is capitalised only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. All other repairs and maintenance costs are charged to the Statement of Profit and Loss as
incurred. The cost and related accumulated depreciation are eliminated from the financial statements, either on
disposal or when retired from active use and the resultant gain or loss are recognised in the Statement of Profit
and Loss.
iii. Depreciation
Depreciation on tangible fixed assets is provided in accordance with the provisions of Schedule II of the Companies
Act 2013. Depreciation on additions / deductions is calculated on pro rata basis from/up to the month of
additions/deductions. The estimated useful life, residual values and depreciation method are reviewed at the end
of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
B. Intangible Assets:
i. Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less
accumulated amortization and impairment, if any.

C. Impairment:
i. Non - financial assets
At each balance sheet date, the Company assesses whether there is any indication that any property, plant and
equipment and intangible assets with finite life may be impaired. If any such impairment exists, the recoverable
amount of an asset is estimated to determine the extent of impairment, if any. Where it is not possible to estimate
the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-
generating unit to which the asset belongs.

D. Inventories:
i. Finished and Semi-Finished Products produced and purchased by the company are carried at Cost and net
realizable value, whichever is lower.
ii. Work in Progress is carried at lower of cost and net realizable value.
iii. Raw Material is carried at lower of cost and net realizable value.
iv. Stores and Spares parts are carried at cost. Necessary provision is made and expensed in case of identified
obsolete and nonmoving items.
Cost of Inventory is generally ascertained on the ‘Weighted average’ basis. Work in progress, Finished and semi-
finished products are valued at on full absorption cost basis.
Cost Comprises expenditure incurred in the normal course of business in bringing such inventories to its
location and includes, where applicable, appropriate overheads based on normal level of activity. Packing Material
is considered as finished goods. Consumable stores are written off in the year of Purchase.

83
E. Foreign Currency Transactions
Transactions in Foreign Currency and Non-Monetary Assets are accounted for at the Exchange Rate prevailing on the
date of the transaction. All monetary items denominated in Foreign Currency are converted at the Year-End Exchange
Rate. The Exchange Differences arising on such conversion and on settlement of the transactions are recognized as
income or as expenses in the year in which they arise.

F. Investments and Other Financial Assets:


Classification
The Company classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through other comprehensive income, or through
Statement of Profit and Loss), and
• Those measured at amortized cost.
The classification depends on the Company’s business model for managing the financial assets and the contractual
terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in Statement of
Profit and Loss or other comprehensive income. For investments in debt instruments, this will depend on the
business model in which the investment is held. For investments in equity instruments, this will depend on whether
the Company has made an irrevocable election at the time of initial recognition to account for the equity investment
at fair value through other comprehensive income.
The Company reclassifies debt or equity investments when and only when its business model for managing those
assets changes.
Mea surem ent
At initial recognition, in case of a financial asset not at fair value through profit and loss, the Company measures a
financial asset at its fair value plus, transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through Statement of Profit and Loss are expensed in
Statement of Profit and Loss.
(a) Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at amortized cost.
(b) Fair Value through Other Comprehensive Income (FVOCI): Assets that are held for collection of contractual cash
flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and
interest, are measured at FVOCI. Movements in the carrying amount are taken through Other Comprehensive
Income (OCI), except for the recognition of impairment gains or losses, interest revenue and foreign exchange
gains and losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized,
the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit and loss and recognized
in other gains/ losses. Interest income from these financial assets is included in other income using the effective
interest rate method.
(c) Fair value through profit and loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured
at fair value through Statement of Profit and Loss. Interest income from these financial assets is included in
other income.

Equit y Instru ments


The Company subsequently measures all equity investments at fair value. Where the Company’s management has
elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of
fair value gains and losses to Statement of Profit and Loss. Dividends from such investments are recognized in
Statement of Profit and Loss as other income when the Company’s right to receive payment is established.
Changes in the fair value of financial assets at fair value through profit and loss are recognized in other gain/losses

84
in the Statement of Profit and Loss. Impairment losses (and reversal of impairment losses) on equity investments
measured at FVOCI are not reported separately from other changes in fair value.

Derecognition
A financial asset is derecognized only when
(a) The Company has transferred the rights to receive cash flows from the financial asset or
(b) Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation
to pay the cash flows to one or more recipients.

G. Cash and Cash Equivalents:


Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and highly liquid investments
with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

H. Financial Liabilities:
Mea surem ent
All financial liabilities are recognized initially at fair value and in the case of loans, borrowings and payables recognized
net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings and derivative financial
instruments.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. Gains
and losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the
EIR amortization process.

I. Revenue recognition:
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the
customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for
those goods or services.
Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the
customer, generally on the delivery of the goods. Revenue is recognisable to the extent of the amount that reflects the
consideration (i.e. the transaction price) to which the Company is expected to be entitled in exchange for those goods
or services excluding any amount received on behalf of third party (such as indirect taxes).

J. Other Income:
Other income is comprised primarily of interest income, dividend income, gain/loss on investments and exchange
gain/loss on forward and options contracts and on transaction of other assets and liabilities. Interest income is
recognized using the effective interest method. Claims for export incentives/ duty drawbacks, duty refunds and
insurance are accounted when the right to receive payment is established. Dividend Income is recognized when the
right to receive dividend is established.

K. Employee benefits:
A . Short term employee benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short term
employee benefits. Benefits such as salaries, wages, performance incentives, etc. are recognized at actual amounts
85
due in the period in which the employee renders the related service.
B . Contribution towards defined benefit contribution Schemes
Gratuity plan
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is
eligible for gratuity on post-employment at 15 days salary (last drawn salary) for each completed year of service as per
the rules of the Company. The aforesaid liability is provided for on the basis of an actuarial valuation on projected unit
credit method made at the end of the financial year. Current service cost, Past-service costs are recognized immediately
in Statement of profit or loss.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
charged or credited to equity in other comprehensive income in the period in which they arise. They are included in
retained earnings in the statement of changes in equity and in the balance sheet. Re measurements are not reclassified
to profit or loss in subsequent periods.

L. Borrowing costs:
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the
asset. All other borrowing costs are expensed in the period in which they occur.

M. Taxes on Income:
Income Tax expense comprises of current and deferred tax. Income Tax expense is recognized in net profit in the
Statement of Profit and Loss except to the extent that it relates to items recognized directly in equity, in which case
it is recognized in other comprehensive income.
(i) Current Tax
Current Tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for a period.
Current tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax
authorities, using the tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet
date
Current tax assets and liabilities are offset if, and only if, the Company:
a) has a legally enforceable right to set off the recognized amounts; and
b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits
improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that
it has become probable that future taxable profits will be available against which they can be used.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the
Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if:
a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority
on the same taxable entity.

86
N. Provisions and Contingencies:
a) Provisions are recognized based on the best estimate of probable outflow of resources which would be required
to settle obligations arising out of past events.
b) Contingent liabilities not provided for as per (a) above are disclosed in notes forming part of the Financial
Statements If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognized as a finance cost.
c) Contingent Assets are disclosed, where the inflow of economic benefits is probable.

O. Earnings per Share:


a) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting preference dividends, if any, and attributable taxes) by the weighted average
number of equity shares outstanding during the period.
b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effect of all dilutive potential equity shares.

P. Leas es:
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration.

Company as a lessee
(A) Lease Liability
At the commencement date, the Company measures the lease liability at the present value of the lease payments
that are not paid at that date. The lease payments shall be discounted using incremental borrowing rate.

(B) Right-of-use assets


Initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease
incentives.

Subsequent measurement
(A) Lease Liability
Company measure the lease liability by (a) increasing the carrying amount to reflect interest on the lease liability;
(b) reducing the carrying amount to reflect the lease payments made; and (c) remeasuring the carrying amount
to reflect any reassessment or lease modifications.

(B) Right-of-use assets


Subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are
depreciated from the commencement date on a straight line basis over the shorter of the lease term and useful
life of the under lying asset.

87
Impairment
Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the
higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the
asset does not generate cash flows that are largely independent of those from other assets. In such cases, the
recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

Short term Lease


Short term lease is that, at the commencement date, has a lease term of 12 months or less. A lease that contains a
purchase option is not a short-term lease. If the company elected to apply short term lease, the lessee shall recognise
the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or
another systematic basis. The lessee shall apply another systematic basis if that basis is more representative of the
pattern of the lessee’s benefit.

As a lessor
Leases for which the company is a lessor is classified as a finance or operating lease. Whenever, the terms of the lease
transfers substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance
lease. All other leases are classified as operating leases.
Lease income is recognised in the statement of profit and loss on straight line basis over the lease term.

Q. Exceptional items:
Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of
the Company is such that its disclosure improves the understanding of the performance of the Company, such
income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the
financial statements.

2. USE OF JUDGEMENTS, ESTIMATES AND ASSUMPTIONS


While preparing financial statements in conformity with Ind AS, the management has made certain estimates and
assumptions that require subjective and complex judgments. These judgments affect the application of accounting
policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the
statement of financial position date and the reported amount of income and expenses for the reporting period.
Financial reporting results rely on the management estimate of the effect of certain matters that are inherently
uncertain. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual
results may differ from these estimates under different assumptions or conditions. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Judgment, estimates and assumptions are required in particular for:


a ) Determination of the estimated useful life of tangible assets
Useful life of tangible assets is based on the life prescribed in Schedule II of the Companies Act, 2013. In cases,
where the useful life are different from that prescribed in Schedule II, they are based on technical advice, taking
into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past
history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support.

b ) Recognition and measurement of defined benefit obligations


The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
88
assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount
rate is determined by reference to market yields at the end of the reporting period on government bonds. The
period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit
obligations. Due to complexities involved in the valuation and its long-term nature, defined benefit obligation is
highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.

c) Recognition of deferred tax liabilities


Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences
between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss
and depreciation carryforwards and tax credits. Deferred tax assets are recognized to the extent that it is
probable that future taxable income will be available against which the deductible temporary differences, unused
tax losses, depreciation carry-forwards and unused tax credits could be utilized.

d ) Discounting of financial assets / liabilities


All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial
assets / liabilities which are required to be subsequently measured at amortized cost, interest is accrued using
the effective interest method.

89
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Standalone Statement Of Changes In Equity For The Year Ended 31st March, 2024

90
( ` In Lakhs)
3 Property, Plant & Equipment

Particulars Vehicles Plant & Machinery Furniture & Fixtures Office Equipments Computers TOTAL (A)
Gross carrying amount:
Gross carrying amount as at 01/04/2023 89.91 95.56 16.51 6.06 7.94 215.98
Additions 17.63 231.44 48.02 2.42 26.39 325.91
Disposals - - - - - -
Gross carrying amount As at 31/03/2024 107.54 327.00 64.53 8.48 34.33 541.89

Accumulated Depreciation as at 01/04/2023 1.33 2.20 0.78 0.33 0.29 4.93


Charge for the period 6.37 10.42 3.00 1.01 2.67 23.47
Sales/transferred/written off - - - - - -
Closing accumulated depreciation as at 31/03/2024 7.70 12.62 3.78 1.34 2.96 28.40

Net carrying amount:


Carrying amount as at 31/03/2024 99.84 314.39 60.74 7.15 31.37 513.49

Carrying amount as at 31/03/2023 88.58 93.36 15.73 5.73 7.65 211.06

3.1 CWIP/ Intangible Assets aging schedule ( ` In Lakhs)


CWIP / Intangible Assets under Amount in CWIP for a period of
development Total
Less than 1 Year 1-2 Years 2-3 Years More than 3 Year
As at 31 March 2024
Projects in progress 1,975.42 871.88 - - 2,847.30
Projects temporarily suspended - - - - -

As at 31 March 2023
Projects in progress 871.88 - - - 871.88
Projects temporarily suspended - - - - -
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
3.2 Other Intangible assets
Particulars Other Intangible assets TOTAL
Gross carrying amount:
Gross carrying amount as at 01/04/2023 - -
Additions 9.47 9.47
Disposals - -
Gross carrying amount As at 31/03/2024 9.47 9.47

Accumulated Amortisation as at 01/04/2023 - -


Charge for the period 0.32 0.32
Sales/transferred/written off - -
Closing accumulated Amortisation as at 31/03/2024 0.32 0.32

Net carrying amount:


Carrying amount as at 31/03/2024 9.15 9.15

Carrying amount as at 31/03/2023 - -

4 Investment in Subsidiary ` in Lakhs


Particulars As at 31st March, 2024 As at 31st March, 2023
Investment in Equity Instruments (Unquoted)
Carried at cost (Fully Paid)

PowerMetz Private limited -


10,000 (31st March 2022: 8,000) equity shares of ` 10 each) 1.00 0.80
EV Nest Private Limited -
10,000 (31st March 2022: 10,000) equity shares of ` 10 each) 1.00 1.00
Total 2.00 1.80

5 Loans ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, Considered Good
Security and other deposits 183.46 53.72
Total 183.46 53.72

91
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
6 Trade Receivables (Non- Current) ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023

Trade Receivable - 11.60


Less: Allowances for doubtfull receivable - -
- 11.60
Break up of Trade Receivable
Unsecured Considered Good - 11.60
Having Increase in Credit Risk - -
Credit Impaired - -
Total - 11.60
Less: Allowances for doubtfull receivable - -
- 11.60
Total - 11.60

6.1 Trade Receivable Ageing summary


Particulars Less than 6 6 Months 1-2 2-3 More than Total
M onth s - 1 year years years 3 Years
As at 31 March 2024
(i) Undisputed Trade Receivable
- Considered Good - - - - - -
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good
(v) Disputed Trade Receivable
- which have significant increase in credit risk
(iv) Disputed Trade Receivable - credit impaired
Total - - - - - -
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable - - - - - -

As at 31 March 2023
(i) Undisputed Trade Receivable - Considered Good - - 11.60 - - 11.60
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good
(v) Disputed Trade Receivable
- which have significant increase in credit risk
(iv) Disputed Trade Receivable - credit impaired
Total - - 11.60 - - 11.60
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable - - 11.60 - - 11.60

92
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
7 Other Non Current Assets ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, considered good
(i) Balance with government authorities
- VAT / Excise / GST receivable - 94.01
(ii) Advances for business acquisition 51.00 -
(iii) Capital Advances 1,423.54 -
Total 1,474.54 94.01

8 Inventories
(Valued at lower of Cost or Net Realisable Value) ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
(a) Raw Material 377.20 342.14
(b) Finished Goods 106.80 258.75
Total 483.99 600.89

9 Trade Receivables ` in Lakhs


Particulars As at 31st March, 2024 As at 31st March, 2023
Trade Receivable 1,342.25 647.63
Less: Allowances for doubtfull receivable - -
1,342.25 647.63
Trade Recevables due includes :
- Receivable from Related Party 488.40 335.67
Break up of Trade Receivable
Unsecured Considered Good 1,342.25 647.63
Having Increase in Credit Risk - -
Credit Impaired - -
Total 1,342.25 647.63
Less: Allowances for doubtfull receivable - -
1,342.25 647.63
Total 1,342.25 647.63

9.1 Trade Receivable Ageing summary ` in Lakhs


Outstanding for following periods from due date of payment
Particulars Less than 6 6 Months 1-2 2-3 More than Total
M onth s - 1 year years years 3 Years
As at 31 March 2024
(i) Undisputed Trade Receivable - Considered Good 694.62 439.54 208.09 - 1,342.25
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good - - - - - -
(v) Disputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(vi) Disputed Trade Receivable - credit impaired - - - - - -
Total 694.62 439.54 208.09 - - 1,342.25
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable 694.62 439.54 208.09 - - 1,342.25

93
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
As at 31 March 2023
(i) Undisputed Trade Receivable - Considered Good 439.54 208.09 - - - 647.63
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good - - - - - -
(v) Disputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(vi) Disputed Trade Receivable - credit impaired - - - - - -
Total 439.54 208.09 - - - 647.63
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable 439.54 208.09 - - - 647.63

10 Cash and cash equivalents ` in Lakhs


Particulars As at 31st March, 2024 As at 31st March, 2023
(i) Balances with banks
(a) In current accounts 25.53 838.91
(ii) Cash in hand* 61.30 58.62
Total 86.83 897.53

11 Loans ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, considered good
(a) Loans and Advances to subsidiaries 2,995.84 2,984.67
(b) Loans and Advances to other associates and related parties 400.54 185.00
(c) Loans and Advances to other parties 226.19 385.29

Break up of Loans
Consider Good 3,622.57 3,554.96
Having Significant Increase in Credit Risk - -
Credit Impaired - -
Total 3,622.57 3,554.96
Less: Allowances for doubtfull Loans - -
3,622.57 3,554.96
Total 3,622.57 3,554.96

11.1 Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties
A) repayable on demand; or B) without specifying any terms or period of repayment
` in Lakhs
Type of Borrower Amount of loan or advance Percentage to the total Loans
in the nature of loan Advances in the nature
outstand ing and of loans
As at 31 March 2024
(i) Promoters - -
(ii) Directors - -
(iii) KMPs - -
(iv) Related Parties 3,396.38 89.24%

94
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
As at 31 March 2023
(i) Promoters - -
(ii) Directors - -
(iii) KMPs - -
(iv) Related Parties 3,169.67 87.83%

12 Other Current Assets ` in Lakhs


Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, considered good
(a) Duties and Taxes Receivables-Realted to Indirect tax 625.70 1.58
(b) Duties and Taxes Receivables-Realted to direct tax 8.33 -
(c) Advances to Employees & Others - 15.51
(d) Advance to Supplier 340.69 607.89
(e) Others 65.44 0.50
Total 1,040.16 625.49

13 Equity Share capital


Particulars As at 31st March, 2024 As at 31st March, 2023
Authorised Equity Share Capital
48,00,00,000 Equity share of Rs.1 Each,
(PY 10,00,00,000 Equity Shares of Re 1 Each) 4,800.00 4,800.00
Issued, Subscribed and fully paid up
17,55,47,392 Equity Share of Rs. 1 Each,
(PY 16,68,67,392 Equity Shares of Re 1 Each) 1,755.47 1,668.67
Total 1,755.47 1,668.67

13.1 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
Particulars As at 31st March 2024 As at 31st March 2023
Nos Rs in Lakhs Nos Rs in Lakhs
At the beginning of the year 16,68,67,392 1,668.67 69,52,808 69.53
Add: Prefrencial/Right Issue Shares* 86,80,000 86.80 15,99,14,584 1,599.15
Outstanding at the end of the year 17,55,47,392 1,755.47 16,68,67,392 1,668.67

*In accordance with terms of approval of Board of Directors at their meeting held on 9th November, 2023, and subseuqetly as approved in the
Annual General Meeting held on 30th September 2023, the Company has allotted 86,80,000 equity shares at a Price of Rs. 33/- per share
(including premium of Rs 32/- per share) on preferential basis. Pursuant to this allotment, the securities premium stands increased by Rs.
2772.58 Lakhs net of share issue expenses of Rs. 5.00 Lakhs. The proceeds from Preferential issue have been utilised for the intended purposes.

*In accordance with terms of approval of Board of Directors at their meeting held on 7th September, 2022, the Company on 7th September, 2022
allotted 15,99,14,584 equity shares at a Price of Rs.3 per share (including premium of Rs 2 per share) to existing shareholders on rights issue
basis. Pursuant to this allotment, the securities premium stands increased by Rs. 3198.29 lakhs net of share issue expenses of Rs.10.87 lakhs.
The proceeds from Rights issue have been utilised for the intended purposes.

13.2 Shareholding of Promoter


As at 31st March, 2024
Promoter Name No of shares % of total shares % change during the
year
Shree Saibaba Exim Private Limited. 4,10,67,485 23.39% 0.46%
Raghuvir International Private Limited. 4,02,30,820 22.92% 4.55%

95
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
As at 31st March, 2023
Promoter Name No of shares % of total shares % change during the
year
Shree Saibaba Exim Private Limited. 3,82,67,485 22.93% 100%
Raghuvir International Private Limited. 3,84,00,820 23.01% 100%
Kavit Jayeshbhai Thakkar 2,70,31,364 16.20% 100.00%

13.3 Terms/ right attached to equity shares


The Company has only one class of equity shares of par value of ` 1 per share. Each holder of equity shares is entitled to one vote per
share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.

13.4 Shares held by shareholders each holding more than 5% of the shares
Shareholders As at 31st March 2024 As at 31st March 2023
No. of shares Percentage No. of shares Percentage
Kavit Jayeshbhai Thakkar - - 2,70,31,364 16.20%
Artiben Jayeshbhai Thakkar 2,77,24,453 15.79% - -
Shree Saibaba Exim Private Limited. 4,10,67,485 23.39% 3,82,67,485 22.93%
Raghuvir International Private Limited. 4,02,30,820 22.92% 3,84,00,820 23.01%

As per records of the company, including its register of Shareholders / Members and other declarations received from shareholders regarding
beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

Rights as to Dividend
The Equity shareholders have right dividend when declared by the Board of Directors subject to approval in the ensuring Annual General Meeting.

Right pertaining to repayment of Capital


In the event of liquidation of the company, the holders of equity share will be entitled to receive remaining assets of the company, after
distribution of all preferential amounts. The distribution will be according to the shareholders rights and interest in the company.
14 Other Equity ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
(a)Security Premium Reserve (Refer below Note (i)) 7,013.00 4,240.42
(b ) Other Comprehensive Income 0.93 -
(Refer below Note (ii))
(c)CapitalReserve 398.58 398.58
(d)Retained Earnings(Refer below Note (iii)) (1,124.29) (1,343.56)
Total 6,288.22 3,295.44

96
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
Note : ` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
(i) Security Premium Reserve
As per last Balance Sheet 4,240.42 1,098.41
Add/Less : Additions/(Deletions) during the year 2,772.58 3,142.01
7,013.00 4,240.42
(ii) Other Comprehensive Income
As per last Balance Sheet - 0.32
Add/Less : Additions/(Deletions) during the year 0.93 (0.32)
0.93 -
(iii) Retained Earnings
As per last Balance Sheet (1,343.56) (1,431.57)
Add: Profit/(Loss) for the year as per Statement of Profit and Loss 219.27 88.00
(1,124.29) (1,343.56)

15 Borrowings
` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Secured Loan
(For Security & Terms of Repayment - Refer Note Below 15.1)

Term Loan From Bank 545.68 384.44

Unsecured
Inter Corporate Loans (refere Note No 15.2) 1,762.14 1,830.55
Total 2,307.82 2,214.99

15.1 Nature of Securities for Term Loans


Primary Security
(i) an Exclusive charge by way of hypothecation of the company’s entire movable , including movable machinery, machinery spares, tools
and accessories, and all other movable assets both , present and future;
(ii) an exclusive charge on the company’s book-debts, operating cash flows, receivables, and Inventories;

Collateral Security
Secured by Exclusive First charge by way of Mortgage on plot of land at Block No 28, Opp Amar Foods & Bewerages, Village Mangleg,
Ta. Karjan, Vadodara together with the structures standing thereon (Present and future)
Joint & Several personally guaranteed by Kavit Thakkar, Arvindkumar Thkkar, Jayesh Thakkar
Corporate guarantee of EV Nest Private Limited, Raghuveer International Private Limited & Shree Saibaba Exim Private Limited

Repayment :- Term Loan shall be payable in 68 Monthly instalments,commencing from Aug, 2023.

15.2 Inter-corporate deposits from promotors, associates and other companies are unsecured and non interest bearing.

16 Non Current - Other Financial Liabilities


` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Defined Benefit Plan 0.25 0.85
Total 0.25 0.85

97
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
17 Deffered Tax Liability (Net)
` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Deffered Tax Liability 12.90 3.66
Total 12.90 3.66

18 Borrowings
` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Secured
(For Security & Terms of Repayment - Refer Note 15.1)
Cash Credit Facitliy from Bank 201.30 14.43
Total 201.30 14.43

19 Trade Payables (Current)


` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Trade Payables 556.20 294.25
Total 556.20 294.25

Under the Micro, Small & Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures
are required to be made relating to Micro, Small & Medium Enterprises. The Company is in the process of compiling relevant information
from its suppliers about their coverage under the said Act. Since the relevant information is not readily available, no disclosures have
been made in the accounts. However, in the view of the management, the impact of interest, if any, which may subsequently become
payable in accordance with the provisions of the act would not be material and the same, if any, would be disclosed in the year of payment
of interest.

19.1 Trade Payable Ageing summary


Outstanding for following periods from due date of payment#
Particulars Less than 1 1-2 2-3 More than Total
Years Years Years 3 Years
As at 31 March 2024
(i) MSME - - - - -
(ii) Others 261.95 294.25 - - 556.20
(iii) Disputed Dues - MSME - - - - -
(iv) Disputed Dues - Others - - - - -

As at 31 March 2023
(i) MSME - - - - -
(ii) Others 294.25 - - - 294.25
(iii) Disputed Dues - MSME - - - - -
(iv) Disputed Dues - Others - - - - -

20 Other Financial Liabilities


` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
(a) Advance received from Customers - -
(b) Other - 33.18
Total - 33.18

98
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
21 Other Current Liabilities
` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
(a) Statutory dues payable-Indirect Tax 272.99 7.55
(b) Defined Benefit Plan - 0.02
(c) Share Application Money Refund Payable 16.10
(d) Advance received from Customes 39.06 11.56
(e) Others 60.52 -
Total 388.67 19.13

22 Provisions
` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Provision for Expenses 14.63 7.67
Total 14.63 7.67

23 Current Tax Liability


` in Lakhs
Particulars As at 31st March, 2024 As at 31st March, 2023
Provision for Taxation 80.28 18.30
Total 80.28 18.30

24 Revenue from Operations


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Sales of Products 1,918.05 1,292.64
Total 1,918.05 1,292.64

25 Other Income
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
(a) Gain on Sales of Investments - 0.59
(b) Sundry Balances Written off (Net) - 0.48
(c) Trade Discount - 0.65
(d) Foreign Exchange Gain/loss - 2.33
(e) Conusltancy Fees 50.00 49.00
(f) Other 0.22 -
Total 50.22 53.06

26 Cost of materials consumed


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Raw Material Consumption
Opening Stock 342.14 -
Add: Purchases 506.99 1,603.92
849.13 1,603.92
Less: Closing stock 468.25 342.14
Cost of Material Consumed 380.88 1,261.78
Total 380.88 1,261.78

99
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
27 Purchase of Traded Goods
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Purchases 750.11 -
Total 750.11 -

28 Changes in Inventories of Finished Good, Work in Progress and Stock in Trade


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Inventory at the beginning of the year
Finished Goods 258.75 0.00
Work in Progress - -
258.75 -
Inventory at the end of the year
Finished Goods 15.75 258.75
Semi Finished Goods - -
15.75 258.75

Net Changes in Inventories 243.01 (258.75)

29 Employee Benefit Expenses


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Salaries, wages , bonus, allowances ,etc. 58.05 14.99
Contributions to Provident and Other Fund 4.48 3.88
Director Remmuneration 6.00 6.00
Total 68.53 24.87

30 Finance Costs
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Interest Expenses 16.93 1.69
Bank Charges 0.30 0.35
Finance Processing Fees 0.63 -
Finance Cost as per Ind AS 2.59 -
Total 20.45 2.05

31 Other Expenses
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Consumeble Exp 0.48 -
Documentation Charges 0.66 -
Electricity Expenses 2.97 3.49
Factory Expenses 23.48 33.29
General And Administrative Expenses 3.55 1.65
General Office Expenses 4.84 0.37
Late Fees & Penalty 0.26 -
Miscellaneous Expenses 3.51 36.60
Petrol & Fuel Expenses 2.97 -
Printing And Stationery Expenses 5.82 -
Professional Expenses 35.64 22.07

100
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
Rates & Taxes 7.66 43.32
Rent Expenses 25.90 11.82
Repair & Maintainance A/C 2.31 6.98
Security Expense 1.14 4.02
Selling & Distribution Expenses 28.93 23.51
Telephone Expenses (Cug) 0.80 -
Travelling Expenses 20.21 14.58
Water Expenses 1.57 -
Total 172.71 201.70

32 Earnings per share (EPS)


Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted
average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of Equity shares outstanding during the year.
i. Profit attributable to Equity holders of Company ` in Lakhs
31-Mar-24 31-Mar-23
Profit attributable to equity holders of the Company for basic
and diluted earnings per share 219.27 88.00
ii. Weighted average number of ordinary shares
31-Mar-24 31-Mar-23
Weighted average number of shares at March 31 for basic
and diluted earnings per shares 17,55,47,392 16,68,67,392

Basic earnings per share (in ` ) 0.12 0.05

33 Additional information to the financial statements


(A) Contingent Liabilities and Capital Commitments ` in Lakhs
Particulars 31-Mar-24 31-Mar-23
(a) Contingent Liabilities
(i) Claims against the Company not acknowledge as debts
(on account of outstanding law suits) - -
(ii) Guarantees given by Banks to third parties on behalf of the company - -
(b) No provision has been made for following demands raised by the
authorities since the company has reason to believe that it would get
relief at the appellate stage as the said demand are excessive and
erroneous
(i) Disputed Income Tax Liability
Against Which amount already paid As at March 31, 2023 ` Nil lakhs*
(As at March 31, 2022 ` Nil lakhs) - -
(c) Commitments*
Estimated amount of contracts remaining to be executed on capital
account & not provided for (Net of Advances) - -
* The Details with regards to the estimated amount of contracts on account of capital expenditure is not ascertained by the company
as the data with regards to the same are under preparation.
(B) Auditor’s Remuneration
Particulars 31-Mar-24 31-Mar-23
Audit Fees (Including for Quarterly limited review) 5.52 3.00
For Certification work - 0.08
Fees for other services - 1.03
Total 5.52 4.11
101
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
34 IMPAIRMENT
The Company has not found any indication of impairment of the assets as per Ind AS 38 and accordingly no further exercise for calculating
impairment loss has been undertaken.

35 DISCLOSURE PURSUANT LEASES:


As Lessee

Short term Leases


The Company has obtained premises for its business operations under operating lease or leave and license agreements. These are not non-
cancellable and are renewable by mutual consent on mutually agreeable terms.
Lease payments are recognised in Statement of Profit and Loss under the head “Rent Expense” in note no 31.

36 FAIR VALUE MEASUREMENTS


Financial instruments by category ( ` in Lakhs)
As at March 31, 2024 As at March 31, 2023
FVTPL FVO CIAmortized FVTPL FVO CI Amortized
C os t C os t
Financial Assets
Investments
- Equity Instruments - - - - - -
Loans and Deposit - - 3,806.04 - - 3,608.68
Trade Receievables - - 1,342.25 - - 659.23
Cash and Cash Equivalents - - 86.83 - - 897.53
Bank Balances other than above - - - - - -
Other Financial Assets - - - - - -
Total Financial Assets - - 5,235.11 - - 5,165.45

Financial Liabilities
Borrowings - - 2,509.13 - - 2,229.42
Other financial Liabilities - - 0.25 - - 34.03
Trade payables - - 556.20 - - 294.25
Total Financial Liabilites - - 3,065.57 - - 2,557.71

(i) Fair value hierarchy


This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and
measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an
indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three
levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Financial Assets and Liabilities measured at fair value - recurring fair value measurements

As at March 31, 2024 Notes Level 1 Level 2 Level 3


Financial Assets at FVOCI
Equity Instruments - - -
Financial Assets at amortised cost
Deposits - - -
Total Financial Assets - - -
Financial Liabilities at amortised cost
Borrowings (Non Current) - - -
Total Financial Liabilities - - -

102
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
Financial Assets and Liabilities measured at fair value - recurring fair value measurements

As at March 31, 2023 Notes Level 1 Level 2 Level 3


Financial Assets at FVOCI
Equity Instruments - -
Financial Assets at amortised cost
Deposits - - -
Total Financial Assets - - -
Financial Liabilities at amortised cost
Borrowings (Non Current) - - -
Total Financial Liabilities - - -

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds
and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is
valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise
the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between levels 1 and 2 during the year.


The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:


- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of the remaining financial instruments is determined using discounted analysis.

All of the resulting fair value estimates are included in level 1 or 2 except for unlisted equity securities where the fair values have been determined
based on present values and the discount rates used were adjusted for counter party or own credit risk.

The carrying amounts of trade receivables, electricity deposit, employee advances, cash and cash equivalents and other short term receivables,
trade payables, unclaimed dividend, borrowings, and other current financial liabilities are considered to be the same as their fair values, due to
their short-term nature.

37 FINANCIAL RISK MANAGEMENT


The company’s activities expose it to market risk, liquidity risk and credit risk.

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management
framework.
The Company’s risk management established to identify and analyse the risks faced by the Company, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management systems are reviewed periodically to reflect changes in market
conditions and the Company’s activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and
constructive control environment in which all employees understand their roles and obligations.

(A) Credit risk


Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed
103
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the
Company grants credit terms in the normal course of business.
(i) Trade receivables
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business
environment in which the entity operates. However, based on historical data, there were no significant bad debts written off nor provision
for doubful debts had been created. In determination of allowances for credit losses on trade receivables, the Company has used a
practical expedience by computing the expected credit losses based on ageing matrix, which has taken into account historical credit loss
experience and adjusted for forward looking information.
(ii) Cash and cash equivalents
As at the year end, the Company held cash and cash equivalents of ¹ 897.5295 Lacs . The cash and cash equivalents are held with bank and
financial institution counterparties with good credit rating.
(iii) Loans and advances
In the case of loans to employees, the same is managed by establishing limits. (Which in turn based on the employees salaries and number
of years of service put in by the concern employee)
(iv) Other Financials Assets
Others Financial Assets are considered to be of good quality and there is no significant increase in credit risk.

(B) Liquidity risk


Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that
it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.
Maturities of financial liabilities
The tables herewith analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities
Particulars Less than More than
1 year 1 years Total
As at March 31, 2024
Non-derivatives
Borrowings 201.30 - 201.30
Other financial liabilities - 0.25 0.25
Trade payables 556.20 - 556.20
Total Non-derivative liabilities 757.50 0.25 757.75

As at March 31, 2023


Non-derivatives
Borrowings 14.43 - 14.43
Other financial liabilities 33.18 0.85 34.03
Trade payables 294.25 - 294.25
Total Non-derivative liabilities 341.86 0.85 342.71

(C) Market risk


Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the
Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial
instruments including foreign currency receivables and payables and long term debt. We are not exposed to market risk primarily related
to foreign exchange rate risk.

(D) CAPITAL MANAGEMENT


For the purpose of Company’s Capital Management, equity includes equity share capital and all other equity reserves attributable to the
equity holders of the Company. The Company manages its capital to optimise returns to the share holders and make adjustments to it in
104
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
light of changes in economic conditions or its business requirements. The Company’s objective is to safe guard continuity, maintain a
strong credit rating and healthy capital ratios in order to support its business and provide adequate return to share holders through
continuing growth and maximise the shareholders value. The Company funds its operations through internal accruals and long term
borrowings competitive rate. The Management and Board of Directors monitor the return of capital as well as the level of dividend to
share holders.

38 Employee benefits
[a] Defined benefit plan:
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year of service.The scheme is funded. The following tables summaries
the components of net benefit expense recognized in the Statement of profit and loss and the funded status and amounts recognized in
the balance sheet for the gratuity plan.

The following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at March
31, 2024.

a) Reconciliation in present value of obligations


(PVO) - defined benefit obligation: Gratuity - Funded as on
March 31, 2024 March 31, 2023
PVO at the beginning of the year 0.87
Current service cost 0.25 0.87
Interest cost 0.06
Actuarial (Gains)/Losses (0.93)
Benefits paid - -
Accrued Payment - -
PVO at the end of the year 0.25 0.87
b) Change in fair value of plan assets: Gratuity - Funded as on
March 31, 2024 March 31, 2023
Fair value of plan assets at the beginning of the year - -
Adjustment to opening fair value of plan assets - -
Expected return on plan assets - -
Actuarial Gains/(Losses) - -
Contributions by the employer - -
Benefits paid - -
Fair value of plan assets at the end of the year - -
c) Reconciliation of PVO and fair value of plan assets: Gratuity - Funded as on
March 31, 2024 March 31, 2023
PVO at the end of period - -
Fair value of planned assets at tend of year - -
Funded status - -
Net Liability/(Asset) recognised in the balance sheet - -
d) Net cost for the year ended: Gratuity - Funded as on
March 31, 2024 March 31, 2023
Current service cost 0.25 0.87
Interest cost 0.06 -
Expected return on plan assets - -
Actuarial (Gains)/ Losses - -
Net cost (0.31) 0.87

105
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
e) Amount recognised in Other Comprehensive Income Gratuity - Funded as on
Remeasurements : March 31, 2024 March 31, 2023
Actuarial (Gains)/ Losses - -

f) Major category of assets as at: Gratuity - Funded as on


March 31, 2024 March 31, 2023
Insurer Managed funds
Equity (%) 0% 0%
Debt (%) 0% 0%
Total (%) 0% 0%
g) Assumption used in accounting for the gratuity plan: Gratuity - Funded as on
March 31, 2024 March 31, 2023
Discount rate (%) 7.10% 7.40%
Salary escalation rate (%) 6.00% 6.00%
Expected return on plan assets (%) 0.00% 0.00%

Note 1: Discount rate is determinied by reference to market yields atthe balance sheet date on Government bonds, where the currency and
terms of the Government bonds are consistent with the currency and estimated terms for the benefit obligation.

Note 2: The estimate of future salary increases taken into account inflation, seniority, promotion and other relevant factors such as supply
and demand in the employment market.

Note 3: The gratuity provision as described above is not invested or funded in any Investments options.
39 Related Party Disclosures
(i) Name of the related parties and description of relationship with whom transactions have taken pl ace:

Subsidiary Companies Powermetz Private Limited.


Ev Nest Private Limited.
Enterprises owned or significantly influenced by key management personnel Raghuvir International Private Limited
or their relatives Shree Saibaba Exim Private Limited
Pacific Finstock Limited
Sunbuy Renewable Energy Private Limited
Key Management Personnel and their relatives Kavit J thakkar
Dhruv Yardi
Mikil Gohil (upto 11/12/2023)
Mrs. Charmy Joshi (From 11/03/2024)
Jayesh Chellani
Darshan Shah
Arvind Thakkar

106
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
(ii) Particluars of Transactions with Related Parties
Transactions with related parties for the year ended March 31, 2024 are as follows: (Previous Year’s figures are shown in brackets)
( ` in Lakhs)
Enterprises Key Management
owned or Personnel
Particulars Subsidi ary significantly and their
Com pani es influenced by key relatives Total
management
personnel o r their
relatives
Sale of Goods 4.13 1,045.10 - 1,049.23
(91.00) - - (91.00)
Purchase of Goods 42.85 125.44 - 42.85
- - - -
Investment 0.20 - - 0.20
- - - -
Inter Corporate Deposit Taken 1,059.11 - 1,059.11
- (6,163.25) - (6,163.25)
Inter Corporate Deposit Repaid 1,207.89 - 1,207.89
- (4,632.70) - (4,632.70)
Loans Given 2.00 325.04 - 327.04
(3,034.83) (230.00) - (3,264.83)
Loan Given received back 4.83 128.00 - 132.83
(50.16) (45.00) - (95.16)
Remuneration to Director - - 6.00 6.00
- - (6.00) (6.00)
Salary Expenses - - 4.41 4.41
- - - -
Balance outstanding at the year end:
Account Payable 133.51 - 0.15 133.66
- - - -
Account Receivable 202.91 285.50 - 488.41
(198.77) (136.90) - (335.67)
Loan Payable Outstanding - 1,327.14 - 1,327.14
- (1,530.55) - (1,530.55)
Loan Receivable Outstanding 2,995.84 400.54 - 3,396.38
(2,984.67) (185.00) - (3,169.67)

40 Income Taxes
A Income Tax Assets (Net)
Particulars As at 31 March, 2024 As at 31 March, 2023
Advance Payment of Income-Tax Assets (Net) - -

B Current Tax Liabilities (Net)


Particulars As at 31 March, 2024 As at 31 March, 2023
Provision for Income Tax (Net) 80.29 18.30

C Component of Deferred Tax Assets (Net)


Particulars As at 31 March, 2024 As at 31 March, 2023
Depreciation and Amortisation 23.79 4.92
Remeasurement of DBP 9.24 3.66

Total 33.03 8.58


107
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
D Income taxes recognised in statement of profit and loss
Particulars As at 31 March, 2024 As at 31 March, 2023
(a) Statement of Profit & Loss
Current Income-Tax (net off MAT Credit entitlement) 80.29 18.30
Deferred Tax relating to origination & reversal of temporary
differences 9.24 3.66
Income-Tax Expense reported in the statement of profit or loss 89.53 21.96
(b) Other Comprehensive Income (OCI)
-Remeasurement of Defined benefit plans 9.24 3.66
Income-Tax charged to OCI 9.24 3.66
(c) Reconciliation of tax expense and the accounting profit
multiplied by India’s domestic tax rate for the year ended
Accounting Profit before Income Tax 308.80 109.13
Statutory Income-Tax Rate 16.76% 16.76%
Tax at statutory Income-Tax Rate 51.76 18.29
Tax effect of:
Income not subject to tax - -
Inadmissible Expenses or Expenses treated as separately 0.26 (1.87)
Admissible Deductions 5.53
Deferred tax on other items - -
Total tax effects 0.26 3.66
Income Tax expenses reported in statement of Profit & Loss 52.02 21.95

41 Disclosures related to the Micro, Small and Medium Enterprises.


The Company has not received information from vendors regarding their status under the Micro, Small & Medium Enterprises Development
Act,2006 and hence disclosure relating to amount unpaid at the year end together with interest paid/paybale under the Act have not been
given.

42 Segment Reporting
Ind AS 108 Operating Segments requires Management to determine the reportable segments for the purpose of disclosure in financial
statements based on the internal reporting reviewed by Chief Operating Decision Maker (CODM) to assess performance and allocate
resources.
Operating segments are defined as ‘Business Units’ of the Company about which separate financial information is available that is
evaluated regularly by the Chief Operating Decision Maker or decision making group in deciding how to allocate resources and in
assessing performance.
The Comapany operate in Manufacturing and Trading of Electronic Vehicle and related parts. The management considers that these
business units have similar economic characteristic nature of the product, nature of the regulatory environment etc. Based on the
management analysis, the Company has only one operating segment, so no seperate segment report is given. The principle geographical
areas in which company the Company operates is India.

43 Disclosures pursuant to Schedule V of SEBI (Listing Obligation and Diclosure Requirements) Regulations, 2015
and Setion 186(4) of the Companies Act, 2013:
Loans & Advances in the nature of loans to subsidiaries:
( ` in Lakhs)
Name of the Subsidiary Company Amount outstanding as at
Maximum amount outstanding
during the year
31-03-2024 31-03-2023 31-03-2024 31-03-2023
EV Nest Private Limited 2,995.84 2,984.67 2,998.67 3,034.83

108
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
44 Confirmation of parties for amount due from them as per accounts of the Company are not obtained. Amount due from customers
include amounts due / with held on account of various claims. The Claims will be verified and necessary adjustments, if any, shall be made
in the year of settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as “debt
considered good” and therefore no provision is considered necessary there against.
45 In case of Loans granted by the Company and Borrowing taken by the Company, the terms of repayment of Loan and Advances has not
been specified and hence it falls under the repayable on demand,but term of Repayment of Borrowing are Specified as per Agreement
with Financial Institution , On the basis of the same we have classified the entire Borrowings as Secured Loan and Loans and advances
as Current Assets.

46 In the opinion of the Board of Directors, Current Assets, Loans & Advances have value at which they are stated in the Balance Sheet, if
realized in the ordinary course of business. The provision for depreciation and for all know liabilities is adequate and not in excess of the
amount reasonably necessary.

47 The Company do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any
Benami property.

48 Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956.

49 The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

50 The Company have not traded or invested in Crypto currency or Virtual Currency during the year.

51 The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall: directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf
of the Ultimate Beneficiaries.

52 The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

53 The Company do not have any such transaction which is not recorded in the books of accounts and that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961).

54 The company holds all the title deeds of immovable property in its name.

55 There is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

56 The company is not declared as wilful defaulter by any bank or financial Institution or other lender.

57 The Previous year's figures, wherever necessary, have been regrouped/reclassified to conform to the current year's presentation.

109
Notes To Stand Alone Financial Statements For The Year Ended 31st March, 2024
58 Accounting Ratios

Sr Particulars Num erator De nomi nator Current Previous


No Period Period
1 Current Ratio Current Asset Current Liabilities 5.30 16.35
2 Debt-Equity Ratio Long Term Debt Net worth 0.29 0.45
3 Debt Service Coverage Ratio (Net Profit + Non Cash (Total amount of interest &
operating expenses+Interest principal of long term loan
on Long term loans+Other payable or paid during the year)
adjustment) 0.17 0.13
4 Return on Equity Ratio Net profit After Tax Net worth 0.03 0.02
5 Inventory Turnover Ratio Cost of Goods Sold Average Value of Inventory 3.06 2.06
6 Trade Receivables turnover ratio
(in times)* Credit Sales Average Trade Receivable 1.92 7.42
7 Trade Payable turnover ratio (in times)* Credit Purchase Average Trade Payable 1.19 5.45
8 Net capital turnover ratio (in times) Sales Net Asset 0.24 0.26
9 Net profit ratio (in %) Net profit After Tax Revenue from Operation 11.43% 6.56%
10 Return on Capital employed (in %) EBIT Capital Employed 3.84% 2.20%
11 Return on Investment (in %) Net Return on Investment Cost ofInvestment 2.73% 1.77%

AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board of Directors of
FOR M SAHU & CO Me rcury EV - Tech Limited
C HAR TER ED ACC OUN TAN TS
FI RM RE GISTR ATIO N NO: 1300 01W Kav it J Thak ka r Da rsha nkum ar J Shah
PARTNER (MANOJKUMAR SAHU) Man agin g dir ec to r Director
PA RTNE R D IN :06 576 29 4 D I N:0 86 8772 9
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKU6 25 4
D hr uv Ya rdi C ha rm y Milin d Jo shi
PLACE: VADODARA CFO C om pa ny S e cr etar y
DA TE: 30/0 5/20 24 M No: A63905

110
INDEPENDENT AUDITOR'S REPORT

To the Members of Mercury EV Tech Limited (Formerly known as Mercury Metal Limited)
Report on the Audit of the Consolidated Financial Statements

Opinion
We have audited the accompanying consolidated financial statements of Mercury EV Tech Limited ("the Holding Company") and
its subsidiary (the holding Company and its subsidiary collectively referred to as "the Group), which comprise the Balance
Sheet as at 31st March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the
consolidated financial statements).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of report of other auditors on separate financial statements of the subsidiary as were audited by other auditors, referred to in
the Other Matters paragraph below, the aforesaid consolidated financial statements gives the information required by the
Companies Act, 2013 as amended (the "Act") in the manner so required and give true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the consolidated state of affairs of
the Group as at March 31, 2023 and its consolidated profit, consolidated total comprehensive income, the consolidated
changes in equity and its consolidated cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Consolidated financial statements in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to
our audit of the Consolidated financial statements under the provisions of the Act and the Rules there under, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated Financial
Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to be communicated in our report.
Information other than the Financial Statements and Auditor's Report thereon
The Holding Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Board's Report including Annexures to Board's Report, Management Discussion and Analysis,
Corporate Governance and Shareholder's Information, but does not include the consolidated financial statements and our
auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information,
compare with the financial statements of the Subsidiary audited by the other auditors, to the extent it relates to the Subsidiary
and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially

111
inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated. Other information so far as it relates to the Subsidiary is traced from the financial statements
audited by the other auditors.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibility of Management for Standalone Financial Statements
The Holding Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the
preparation of these consolidated financial statements that give a true and fair view of the consolidated state of affairs
(financial position), consolidated profit or loss (financial performance including other comprehensive income), consolidated
changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in
India, including the Ind AS specified under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules 2015, amended.
The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the consolidated financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, the respective Board of Director of the Companies included in the Group
are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the Companies included in the Group are responsible for overseeing the financial reporting
process of the Group.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for explaining our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of
such controls.

112
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
 Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue
as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the financial statements of such entity included in the consolidated
financial statements, of which we are the independent auditors. For the other entities included in the consolidated
financial statements, which have been audited by other auditors, such other auditors remain responsible for the
direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit
opinion. Our responsibilities in this regard are further prescribed in section titled 'Other Matters' to this audit report.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may
be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
The accompanying Consolidated audited Financial Statement include financial of Two Subsidiaries Whose total assets (before
consolidation adjustments) of Rs. 3456.50/- Lakhs as at March 31, 2024, total revenues (before consolidation adjustments) of
Rs. 284.20/- Lakhs and total net Loss after tax of Rs. 20.07/- Lakhs for the year ended on that date, as considered in
preparation of consolidated financial statements. The financial statements and the financial information of the Subsidiary have
been prepared in accordance with accounting principles generally accepted in India.
Out of Two Subsidiary, financial information of one subsidiary have been audited by other auditors whose reports have been
furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the
amounts and disclosure included in respect of Subsidiary, is based on solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not

113
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial statements and financial information certified by the management of the Holding Company.
Report on Other Legal and Regulatory Requirements
1. With respect to the matters specified in clause (xxi) of paragraph and paragraph 4 of the Companies (Auditor's Report)
Order, 2020 (the "Order"/ "CARO") issued by the Central Government in terms of Section 143(11) of the Act, to be included in
the Auditor's report, according to the information and explanations given to us, and based on the CARO report issued by us
and the auditors of respective companies included in the consolidated financial statements of the company, to which
reporting under CARO is applicable, as provided to us by the Management of the Holding Company, we report that there are no
qualifications or adverse remarks in these CARO reports of the said respective companies included in the consolidated financial
statement.
2. (A) As required by Section 143(3) of the Act, based on our audit, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept by the Company so far as it appears from our examination of those books and the
reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive
income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with
by this Report are in agreement with the books of account maintained for the purpose of preparation of the Consolidated
financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of
the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.
(e) On the basis of written representations received from the directors of the Holding Company and its subsidiary
incorporated in India as on 31st March 2024 taken on record by the Board of Directors, none of the directors of the
Holding Company and its subsidiary incorporated in India, are disqualified as on 31st March 2024 from being appointed
as a director of the respective company in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding
Company and its subsidiary incorporated in India and the operating effectiveness of such controls, refer to our
separate Report in "Annexure A".
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
during the current year by the Holding Company to its directors is in accordance with the provisions of Section 197
read with Schedule V of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section
197(16) which are required to be commented upon by us.
(B) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us and as reported by the auditors of the Subsidiary:
a) The consolidated financial statements disclosed the impact of pending litigations on its consolidated financial position
of the Group,
b) The Group did not have any long term contracts including derivative contracts for which there were material foreseeable
losses as required under the applicable law or accounting standards,
c) There has not been any amount which is required to be transferred to the Investor Education and Protection Fund by
the Holding Company during the year ended 31st March 2024.
114
d) (i) The respective Managements of the Holding Company, and its subsidiary incorporated in India, have represented
to us that, to the best of their knowledge and belief, no funds (which are material either individually or in the
aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Holding Company or such subsidiary to or in any other person or entity, including
foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Holding Company or such subsidiary ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(ii) The respective Managements of the Holding Company, and its subsidiary incorporated in India, have represented
to us that, to the best of their knowledge and belief, no funds (which are material either individually or in the
aggregate) have been received by the Holding Company or such subsidiary from any person or entity, including foreign
entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Holding
Company or any subsidiary shall, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations under sub clause (d) (i) and (d) (ii) contain
any material mis-statement.
e) The Company has not declared dividend or paid during the year by the Company.

For M Sahu & Co


Chartered Accountants
Firm Registration No: 130001W

Partner (Manojkumar Sahu) Date: 30th May, 2024


Membership No: 132623 Place: Vadodara
UDIN: 24132623BKELKV8155

115
ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our report to the Members
of Mercury EV- Tech Limited (Formerly known as Mercury Metal Limited) of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 ("the Act")
In conjunction with our audit of the consolidated financial statements of the Group as of and for the year ended 31st March
2024, we have audited the internal financial controls with reference to the financial statement of Mercury EV Tech Limited ("the
Holding Company") as of March 31, 2024 and its subsidiary incorporated in India (the Holding Company and its subsidiary
incorporated in India together referred as "the covered entities") as at 31st March 2024.

Management's Responsibility for Internal Financial Controls


The respective Board of Directors of the Covered Entities, which are incorporated in India, are responsible for establishing and
maintaining internal financial controls based on the internal financial control with reference to financial statements criteria
established by the respective companies, reporting criteria established by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance
Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Act.
Auditor's Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the
Covered Entities, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of
internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls with reference to financial statements were established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to
financial statements included obtaining an understanding of internal financial controls with reference to financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the associates,
which are incorporated in India, in terms of their reports referred to in the Other Matter section below is sufficient and
appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements of
the Covered Entities.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control with reference to financial statements is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes
in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial

116
statements includes those policies and procedures that:
a. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
b. provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and
c. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial statements.
Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be
detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future
periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Covered Entities, have, in all
material respects, an adequate internal financial controls with reference to the consolidated financial statements and such
internal financial controls with reference to consolidated financial statements were operating effectively as at March 31, 2024,
based on the internal controls over financial reporting criteria established by the respective companies, considering the
essential components of internal control stated in the Guidance Note.
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls with reference to financial statements insofar as it relates to its subsidiary, which are incorporated in India, is based
on the corresponding reports of the auditors of such subsidiary incorporated in India.

For M Sahu & Co


Chartered Accountants
Firm Registration No: 130001W

Partner (Manojkumar Sahu) Date: 30th May, 2024


Membership No: 132623 Place: Vadodara
UDIN: 24132623BKELKV8155

117
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
CIN-L27109GJ1986PLC008770
Consolidated Balance Sheet as at 31 March,2024
( ` In Lakhs)
Particulars Note As at As at
No. March 31,2024 March 31,2023
A A S S E TS
No n-Curre nt Asse ts
(a) Property, Plant and Equipment 3 3,631.49 3,333.44
(b) Capital Work in Progress 3.1 2,847.30 871.88
(c) Other Intangible Assets 3.2 22.47 -
(d) Financial Assets -
(i) Investments - -
(ii) Loans 4 183.46 53.72
(ii) Trade Receivable 5 - 11.60
(e) Other Non Current Assets 6 1,474.54 94.76
Curr ent As sets
(a) Inventories 7 665.73 738.46
(b) Financial Assets - -
(i) Trade Receivables 8 1,373.87 496.01
(ii) Cash and cash equivalents 9 91.56 907.82
(iii) Loans 10 3,626.38 588.08
(c) Other current assets 11 1,143.44 599.58
To tal A sse ts 15,060.25 7,695.34
E QU ITY AN D LI ABIL ITIE S
E qu ity
(a) Equity Share capital 12 1,755.47 1,668.67
(b) Other Equity 13 6,313.79 3,330.52
Total equity attr ibuta ble to equity holde rs of the Comp any 8, 069. 26 4, 999. 20
Non Controlling Interest - 10.61
8,0 6 9 .2 6 5 ,0 09 .81
L I A BI L I T I E S
N on -C urr en t L ia bilitie s
(a) Financial Liabilities
(i) Borrowings 14 5,352.60 2,278.25
(ii) Trade Payables 15 - 11.97
(ii) Other Financial Liabilities 16 3.04 0.85
(b) Deferred tax liabilities (Net) 17 12.90 3.66
C ur re nt L iab ilitie s
(a) Financial Liabilities
(i) Borrowing 18 201.30 14.43
(i) Trade payables 19 766.20 294.25
(ii) Other financial liabilities 20 135.74 33.18
(b) Other current liabilities 21 422.78 21.66
(c) Provisions 22 15.65 8.99
(d) Current Tax Liabilities (Net) 23 80.78 18.30
Total L ia b ilitie s 6,990.99 2 ,6 85 .5 4
Total E quity a nd L iab ilitie s 1 5,060 .25 7,6 95 .3 5
Summ ar y of S ign if ic an t Ac co untin g Po licies 1&2
The accompanying notes are an integral part of the financials statements. For and on behalf of the Board of Directors of
This is the Balance Sheet referred to in our report of even date Me rcury EV - Tech Limited

AS PER OUR REPORT OF EVEN DATE


FOR M SAHU & CO Kav it J Thak ka r Da rsha nkum ar J Shah
CHARTERED ACCOUNTANTS Man agin g dir ec to r Director
FIRM REGISTRATION NO: 130001W
D IN :06 576 29 4 D I N:0 86 8772 9
MANOJKUMAR SAHU
PARTNER
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKV815 5 D hr uv Ya rdi C ha rm y Milin d Jo shi
CFO C om pa ny S e cr etar y
PLACE: VADODARA
DATE: 30/05/2024 M No: A63905
118
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Consolidated Statement of Profit and Loss for the year ended March 31,2024
( ` In Lakhs)
Particulars Note For the year ended For the year ended
No. 31st March 2024 31st March 2023
I nc om e
Revenue from Operation 24 2,202.25 1,609.70
Other Income 25 50.27 4.56
To ta l Re ve nue 2 ,2 52 .5 2 1 ,6 14 .2 6
Expe ns es
Cost of Material Consumed 26 589.00 1,462.81
Purchases of Stock-in-Trade 27 750.11 -
Changes in Inventories of Finished Goods, WIP 28 244.21 (278.23)
Employee benefits expense 29 132.53 50.72
Finance costs 30 20.58 2.17
Other expenses 31 195.05 209.84
Depreciation and amortization expense 32.32 6.45
To tal Exp ens es 1 ,9 63 .80 1 ,4 53 .76
Pr of it Be fo re Tax 2 88.73 1 60 .4 9
Ta x Expens es
Current Tax 80.29 18.30
Income Tax of Earlier years - (0.83)
Deferred Tax 9.24 3.66
Pro fit for the Y ear 1 99 .2 0 13 9 .3 6
Other Comprehensive I ncome
(i) Items that will not be reclassified to profit or loss
- Remeasurement of Defined benefit plans 1.24 -
- Equity instruments through other comprehensive income - -
(ii) Incom e tax relating to items that will not be re classified to prof it or loss
- Remeasurement of Defined benefit plans (0.32) -
- Equity instruments through other comprehensive income - -
Total O ther Comp rehe nsive Inc ome 0.92 -
Tota l Compr ehensive Inco me for the Pe riod 19 8.2 8 13 9 .3 6
Total Co mpre hensive In come for the P erio d attributable to
Owners of the Company 19 8.2 8 -
No n C ontrolling Intere st - 1 0. 41
Earnings per Share:
(1) Basic 0.11 0.08
(2) Diluted 0.11 0.08
Summary of Significant Accounting Policies 1&2
The accompanying notes are an integral part of the financials statements. For and on behalf of the Board of Directors of
This is the Balance Sheet referred to in our report of even date Mercury EV - Tech Limited
AS PER OUR REPORT OF EVEN DATE
FOR M SAHU & CO Kavit J Thakkar Darshankumar J Shah
CHARTERED ACCOUNTANTS Managing director Director
FIRM REGISTRATION NO: 130001W
DIN:06576294 DIN:08687729
MANOJKUMAR SAHU
PARTNER
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKV815 5 Dhruv Yardi Charmy Milind Joshi
PLACE: VADODARA CFO Company Secretary
DATE: 30/05/2024 M No: A63905

119
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Consolidated Cash Flow Statement for the year ended March 31, 2024
( ` In Lakhs)
Particulars For the year ended For the year ended
31st March 2024 31st March 2023
A. C ash Flow from Op erating Activities :
Net Profit before Tax 288.73 160.49
Adjustments to r econcile profit before tax to net cash flows:
Depreciation and Amortisation Expense 32.31 6.45
Interest Income - -
Interest Expenses 16.93
Oper ating Profit before Workin g Capital cha nges 3 37.9 7 1 66 .9 4
Mo ve men t in Wor king Ca pital :
(Increase)/Decrease in Inventories 72.72 (738.46)
(Increase)/Decrease in Trade Receivables (866.26) (469.81)
(Increase)/Decrease in Other Assets (1,923.64) (736.75)
Increase/(Decrease) in Trade Payable 459.98 306.22
Increase/(Decrease) in Other Current Liability 471.71 51.25
Increase/(Decrease) in Provisions 6.66 8.99
Cash Gen erated from Op eration (1 ,4 4 0. 85 ) (1 ,4 1 1. 62 )
Direct Tax Paid (Net of Refunds) (19.69) 3.49
Net Cash inf low fro m/ (outf low) fr om Opera ting ac tivities (A) (1 ,4 6 0. 54 ) (1 ,4 0 8. 13 )
B. C ash Flow from In vesting Activities :
Proceeds against acquisition of Property, Plant & Equipments (2,295.95) (4,205.32)
Proceeds against acquition of Non Current Investments - 0.42
Repayment/Disbursement of Intercorporate Loans (3,168.04) (588.08)
Interest received - -
Net Cash in flow f rom/ (o utflow) from Investing Activities (B) (5,4 63.99) (4 ,79 2. 98)
C. Cash Flow f rom Financing Activitie s :
Proceeds/(Repayment) from Borrowings (Net) 3,260.81 2,292.68
Proceeds from Share Application Money 2,864.40
Interest paid (16.93) -
Net Cash inflo w from / (outflow) from Fina ncing activ ities (C) 6 ,108.28 7,0 33 .83
Net incr ease / (decreas e) in cash and c ash equivalents (A+B+C) (816 .2 5) 83 2 .72
Cash and Cash Equivalents at the beginning of the year 90 7.82 75 .08
Cash and Cash Equivalents at the end of the year 91 .5 7 9 07.80
Components of Cash and cash equivalents
Cash on hand 61.38 59.14
With Banks
Bank balances 30.18 848.68
Cash an d Cash equiv alents 91 .56 90 7.82
The accompaying notes are an integral part of the financials statements.
The cash flow statement has been prepared undet the indirect method as set out in the Indian Accounting Standard (Ind AS 7) statement of cash flows.
This is the Cash Flow Statement referred to in our report of even date

AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board of Directors of
FOR M SAHU & CO Me rcury EV - Tech Limited
C HAR TER ED ACC OUN TAN TS
FI RM RE GISTR ATIO N NO: 1300 01W Kav it J Thak ka r Da rsha nkum ar J Shah
PARTNER (MANOJKUMAR SAHU) Man agin g dir ec to r Director
PA RTNE R D IN :06 576 29 4 D I N:0 86 8772 9
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKV815 5 D hr uv Ya rdi C ha rm y Milin d Jo shi
CFO C om pa ny S e cr etar y
PLACE: VADODARA
DA TE: 30/0 5/20 24 M No: A63905
120
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Consolidated Statement Of Changes In Equity For The Year Ended 31st March, 2024
( ` In Lakhs)
A. Equity Share Capital
(1) Previous reporting period
Balance at the beginning Changes in Equity Share Restated balance at the Changes in equity Balance at the end
of the current reporting Capital due to prior period beginning of the current share capital during of the current
period errors reporting period the current year reporting period
69.53 - - 1599.15 1668.68

(2) Current reporting period


Balance at the beginning Changes in Equity Share Restated balance at the Changes in equity Balance at the end
of the current reporting Capital due to prior period beginning of the current share capital during of the current
period errors reporting period the current year reporting period
1668.68 - - 86.80 1755.47

B. Other Equity
(1) Previous reporting period
Reserves and Surplus
Non
Security FVOCI - Equity
Particulars Capital Retained Total Controling Total
Premium Investment
Reserves Earnings Interest
Reserve reserve

Balance as at 1st April, 2022 1,098.41 398.58 (1,431.58) 0.32 65.73 - 65.73
Profit for the year - - 128.95 - 128.95 10.41 139.36
Addition during the year 3,142.01 - (5.85) (0.32) 3,135.84 0.20 3,136.04
Remeasurement of post employment
- - - - - - -
benefit obligation (net of tax)
Balance as at March 31, 2023 4,240.42 398.58 (1,308.48) - 3,330.52 10.61 3,341.15

(2) Current reporting period


Reserves and Surplus
Non
Security FVOCI - Equity
Particulars Capital Retained Total Controling Total
Premium Investment
Reserves Earnings Interest
Reserve reserve

Balance as at April 01, 2023 4,240.42 398.58 (1,308.48) - 3,330.52 10.61 3,341.15
Profit for the year - - 198.28 - 198.28 - 198.28
Addition during the year 2,772.58 - 11.47 0.93 2,784.98 (10.61) 2,774.37
Remeasurement of post employment
- - - - - - -
benefit obligation (net of tax)
Balance as at March 31, 2024 7,013.00 398.58 (1,098.73) 0.93 6,313.79 0.00 6,313.79

The accompanying notes are an integral part of the financials statements.


This is the Statement of Changes in Equity referred to in our report of even date

AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board of Directors of
FOR M SAHU & CO Me rcury EV - Tech Limited
C HAR TER ED ACC OUN TAN TS
FI RM RE GISTR ATIO N NO: 1300 01W Kav it J Thak ka r Da rsha nkum ar J Shah
Man agin g dir ec to r Director
PARTNER (MANOJKUMAR SAHU)
PA RTNE R D IN :06 576 29 4 D I N:0 86 8772 9
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKV815 5 D hr uv Ya rdi C ha rm y Milin d Jo shi
CFO C om pa ny S e cr etar y
PLACE: VADODARA
DA TE: 30/0 5/20 24 M No: A63905

121
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Notes to Consolidated Financial Statements For The Year Ended 31st March, 2024

NOTE: 1
1 . 1 CORPORATE INFORMATION
Mercury EV Tech Limited (Formerly known as Mercury Metal Limited) is Public Limited Company incorporated in India
under the provisions of the Companies Act. The Company's strength lies in the Manufacturing and trading of Electronic
Vehicles, related auto parts and accessories and other renewable energies related materials.
The Board of Directors approved the standalone financial statements for the year ended March 31, 2024 and authorized
for issue on May 30th, 2024.
Significant Accounting policies followed by the Company.

1. 2 CONSOLIDATION
i. The consolidated financial statements comprise the financial statements of Mercury EV Tech Limited (herein after
referred to as 'the Holding Company) and its subsidiary company, hereinafter collectively referred to as 'Group'.
ii. Details of the Subsidiary company considered in the Consolidated Financial Statements are as under:

Sr No Name of the Company Subsidiary/ Associate / Joint Venture % of Share Holding


1 Power Metz Energy Private Limited Subsidiary 100%
2 EV Nest Private Limited Subsidiary 100%

1. 3 BASIS OF PREPARATION
i. Compliance with Ind AS
The financial statements comply in all material aspects with Indian Accounting Standards ("Ind AS") notified under
section 133 of the Companies Act, 2013 ("the Act"), Companies (Indian Accounting Standards) Rules, 2015 as amended
by Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and other relevant provisions of the Act as
applicable.
The accounting policies are applied consistently to all the periods presented in the financial statements.
ii. Historical cost convention
The financial statements have been prepared on a historical cost basis, except the following:
 Certain financial assets and liabilities that are measured at fair value;
 Assets held for sale - measured at lower of carrying amount or fair value less cost to sell;
 Defined benefit plans - plan assets measured at fair value.
iii. Current and non-current classification
All assets and liabilities have been classified as current or non current as per the Company's normal operating cycle
(not exceeding twelve months) and other criteria set out in the Schedule III to the Act.
iv. Functional and presentation currency
These financial statements are presented in Indian Rupees, which is the Company's functional currency.
v. Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the
requirement of Schedule III, unless otherwise stated.

122
1. 4 SIGNIFICANT ACCOUNTING POLICIES
A . Property, Plant and Equipment:
i. Recognition and measurement
Freehold land is carried at cost. All other items of property, plant and equipment are measured at cost less accumulated
depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the
acquisition of the items.
Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition
necessary for it to be capable of operating in the manner intended by management, are recognized in the Statement of
Profit and Loss.
If significant parts of an item of property, plant and equipment have different useful life, then they are accounted and
depreciated for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in the Statement of Profit and
Loss.
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and
equipment recognized as at April 1, 2016 measured as per the Previous GAAP and use that carrying value as the
deemed cost (except to the extent of any adjustment permissible under other accounting standard) of the property,
plant and equipment.
ii. Subsequent Expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the
expenditure will flow to the Company.
iii. Depreciation
Depreciation on tangible fixed assets is provided in accordance with the provisions of Schedule II of the Companies Act
2013. Depreciation on additions / deductions is calculated on pro rata basis from/up to the month of additions/
deductions. The estimated useful life, residual values and depreciation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate accounted for on a prospective basis.
B . Intangible Assets:
i. Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less
accumulated amortization and impairment, if any.
C . Impairment:
i. Non - financial assets
At each balance sheet date, the Company assesses whether there is any indication that any property, plant and equipment
and intangible assets with finite life may be impaired. If any such impairment exists, the recoverable amount of an asset
is estimated to determine the extent of impairment, if any. Where it is not possible to estimate the recoverable amount of
an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset
belongs.
D . Inventories:
i. Finished and Semi-Finished Products produced and purchased by the company are carried at Cost and net realizable
value, whichever is lower.
ii. Work in Progress is carried at lower of cost and net realizable value.
iii. Raw Material is carried at lower of cost and net realizable value.
iv. Stores and Spares parts are carried at cost. Necessary provision is made and expensed in case of identified obsolete and
nonmoving items.
Cost of Inventory is generally ascertained on the 'Weighted average' basis. Work in progress, Finished and semi-finished
products are valued at on full absorption cost basis.

123
Cost Comprises expenditure incurred in the normal course of business in bringing such inventories to its location and
includes, where applicable, appropriate overheads based on normal level of activity. Packing Material is considered as
finished goods. Consumable stores are written off in the year of Purchase.
E. Foreign Currency Transactions
Transactions in Foreign Currency and Non-Monetary Assets are accounted for at the Exchange Rate prevailing on the date
of the transaction. All monetary items denominated in Foreign Currency are converted at the Year-End Exchange Rate. The
Exchange Differences arising on such conversion and on settlement of the transactions are recognized as income or as
expenses in the year in which they arise.
F. Investments and Other Financial Assets:
Classification
The Company classifies its financial assets in the following measurement categories:
 Those to be measured subsequently at fair value (either through other comprehensive income, or through Statement
of Profit and Loss), and
 Those measured at amortized cost.
The classification depends on the Company's business model for managing the financial assets and the contractual terms
of the cash flows. For assets measured at fair value, gains and losses will either be recorded in Statement of Profit and Loss
or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the
investment is held. For investments in equity instruments, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account for the equity investment at fair value through other
comprehensive income.
The Company reclassifies debt or equity investments when and only when its business model for managing those assets
changes.
Mea surem ent
At initial recognition, in case of a financial asset not at fair value through profit and loss, the Company measures a financial
asset at its fair value plus, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through Statement of Profit and Loss are expensed in Statement
of Profit and Loss.
(a) Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost.
(b) Fair Value through Other Comprehensive Income (FVOCI): Assets that are held for collection of contractual cash
flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and
interest, are measured at FVOCI. Movements in the carrying amount are taken through Other Comprehensive
Income (OCI), except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains
and losses which are recognized in Statement of Profit and Loss. When the financial asset is derecognized, the
cumulative gain or loss previously recognized in OCI is reclassified from equity to profit and loss and recognized in
other gains/ losses. Interest income from these financial assets is included in other income using the effective
interest rate method.
(c) Fair value through profit and loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair
value through Statement of Profit and Loss. Interest income from these financial assets is included in other income.
Equit y Instru ments
The Company subsequently measures all equity investments at fair value. Where the Company's management has elected
to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value
gains and losses to Statement of Profit and Loss. Dividends from such investments are recognized in Statement of Profit
and Loss as other income when the Company's right to receive payment is established.
Changes in the fair value of financial assets at fair value through profit and loss are recognized in other gain/losses in the

124
Statement of Profit and Loss. Impairment losses (and reversal of impairment losses) on equity investments measured at
FVOCI are not reported separately from other changes in fair value.
Derecognition
A financial asset is derecognized only when
(a) The Company has transferred the rights to receive cash flows from the financial asset or
(b) Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation
to pay the cash flows to one or more recipients.
G. Cash and Cash Equivalents:
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and highly liquid investments with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
H. Financial Liabilities:
Mea surem ent
All financial liabilities are recognized initially at fair value and in the case of loans, borrowings and payables recognized net
of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, loans and borrowings and derivative financial
instruments.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. Gains and
losses are recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR
amortization process.
I. Revenue recognition:
Revenue from contracts with customers is recognized when control of the goods or services are transferred to the
customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those
goods or services.
Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the customer,
generally on the delivery of the goods. Revenue is recognizable to the extent of the amount that reflects the consideration
(i.e. the transaction price) to which the Company is expected to be entitled in exchange for those goods or services
excluding any amount received on behalf of third party (such as indirect taxes).
J. Other Income:
Other income is comprised primarily of interest income, dividend income, gain/loss on investments and exchange gain/
loss on forward and options contracts and on translation of other assets and liabilities. Interest income is recognized
using the effective interest method. Claims for export incentives/ duty drawbacks, duty refunds and insurance are
accounted when the right to receive payment is established. Dividend Income is recognized when the right to receive
dividend is established.
K. Employee benefits:
A. Short term employee benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee
benefits. Benefits such as salaries, wages, performance incentives, etc. are recognized at actual amounts due in the period
in which the employee renders the related service.
B. Contribution towards defined benefit contribution Schemes
Gratuity plan
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible
for gratuity on post-employment at 15 days' salary (last drawn salary) for each completed year of service as per the rules
of the Company. The aforesaid liability is provided for on the basis of an actuarial valuation on projected unit credit method

125
made at the end of the financial year. Current service cost, Past-service costs are recognized immediately in Statement of
profit or loss.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
or credited to equity in other comprehensive income in the period in which they arise. They are included in retained
earnings in the statement of changes in equity and in the balance sheet. Re measurements are not reclassified to profit
or loss in subsequent periods.
L. Borrowing costs:
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset.
All other borrowing costs are expensed in the period in which they occur.
M. Taxes on Income:
Income Tax expense comprises of current and deferred tax. Income Tax expense is recognized in net profit in the Statement
of Profit and Loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized
in other comprehensive income.
(i) Current Tax
Current Tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for a period.
Current tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax
authorities, using the tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date
Current tax assets and liabilities are offset if, and only if, the Company:
a) has a legally enforceable right to set off the recognized amounts; and
b) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the
extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets
are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit
will be realized; such reductions are reversed when the probability of future taxable profits improves. Unrecognized
deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that
future taxable profits will be available against which they can be used.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if:
a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on
the same taxable entity.
N. Provisions and Contingencies:
a) Provisions are recognized based on the best estimate of probable outflow of resources which would be required to
settle obligations arising out of past events.
b) Contingent liabilities not provided for as per (a) above are disclosed in notes forming part of the Financial Statements
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.
c) Contingent Assets are disclosed, where the inflow of economic benefits is probable.

126
O. Earnings per Share:
a) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
(after deducting preference dividends, if any, and attributable taxes) by the weighted average number of equity shares
outstanding during the period.
b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all
dilutive potential equity shares.
P. Leases:
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration.
Company as a lessee
(A) Lease Liability
At the commencement date, the Company measures the lease liability at the present value of the lease payments that are
not paid at that date. The lease payments shall be discounted using incremental borrowing rate.
(B) Right-of-use assets
Initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made
at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives.
Subsequent measurement
(A) Lease Liability
Company measure the lease liability by (a) increasing the carrying amount to reflect interest on the lease liability; (b)
reducing the carrying amount to reflect the lease payments made; and (c) Re-measuring the carrying amount to reflect
any reassessment or lease modifications.
(B) Right-of-use assets
Subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated
from the commencement date on a straight line basis over the shorter of the lease term and useful life of the under lying
asset.
Impairment
Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher
of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not
generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit (CGU) to which the asset belongs.
Short term Lease
Short term lease is that, at the commencement date, has a lease term of 12 months or less. A lease that contains a
purchase option is not a short-term lease. If the company elected to apply short term lease, the lessee shall recognize the
lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another
systematic basis. The lessee shall apply another systematic basis if that basis is more representative of the pattern of the
lessee's benefit.
As a lessor
Leases for which the company is a lessor is classified as a finance or operating lease. Whenever, the terms of the lease
transfers substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All
other leases are classified as operating leases.
Lease income is recognized in the statement of profit and loss on straight line basis over the lease term.

127
Transition to Ind AS 116
Ministry of Corporate Affairs ("MCA") through Companies (Indian Accounting Standards) Amendment Rules, 2019 and
Companies (Indian Accounting Standards) Second Amendment Rules has notified Ind AS 116 Leases which replaces the
existing lease standard, Ind AS 17 leases, and other interpretations. Ind AS 116 sets out the principles for the recognition,
measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet
lease accounting model for lessees.
The Company has adopted Ind AS 116, effective annual reporting period beginning 1st April, 2019 and applied the
standard prospectively to its leases. Lease in which a significant portion of the risks and rewards of ownership are not
transferred to the Company as lessee are classified as operating leases.
Q. Exceptional items:
Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the
Company is such that its disclosure improves the understanding of the performance of the Company, such income or
expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

2. USE OF JUDGEMENTS, ESTIMATES AND ASSUMPTIONS


While preparing financial statements in conformity with Ind AS, the management has made certain estimates and
assumptions that require subjective and complex judgments. These judgments affect the application of accounting
policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the
statement of financial position date and the reported amount of income and expenses for the reporting period. Financial
reporting results rely on the management estimate of the effect of certain matters that are inherently uncertain. Future
events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from
these estimates under different assumptions or conditions. Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognized prospectively.
Judgment, estimates and assumptions are required in particular for:
a) Determination of the estimated useful life of tangible assets
Useful life of tangible assets is based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where
the useful life is different from that prescribed in Schedule II, they are based on technical advice, taking into account
the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of
replacement, anticipated technological changes, manufacturers' warranties and maintenance support.
b) Recognition and measurement of defined benefit obligations
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate is
determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity
of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due to complexities
involved in the valuation and its long-term nature, defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting period.
c) Recognition of deferred tax liabilities
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the
carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation
carryforwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable
income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-
forwards and unused tax credits could be utilized.
d) Discounting of financial assets / liabilities
All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial assets /
liabilities which are required to be subsequently measured at amortized cost, interest is accrued using the effective
interest method.
128
Mercury EV-Tech Limited (Formerly Know as Mercury Metals Limited)
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
( ` In Lakhs)
3 Property, Plant & Equipment

3.1 CWIP/ Intangible Assets aging schedule


CWIP / Intangible Assets under Amount in CWIP for a period of
development Total
Less than 1 Year 1-2 Years 2-3 Years More than 3 Year
As at 31 March 2024
Projects in progress 1,975.42 871.88 - - 2,847.30
Projects temporarily suspended - - - - -

As at 31 March 2023
Projects in progress 871.88 - - - 871.88
Projects temporarily suspended - - - - -

Project execution plans are modulated basis capacity requirement assessment on an annual basis & all the projects are executed as per rolling annual plan.

129
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024

3.2 Other Intangible assets

Particulars Other Intangible assets TOTAL


Gross carrying amount:
Gross carrying amount as at 01/04/2023 - -
Additions 24.65 24.65
Disposals - -
Gross carrying amount As at 31/03/2024 24.65 24.65

Accumulated Amortisation as at 01/04/2023 - -


Charge for the period 2.18 2.18
Sales/transferred/written off - -
Closing accumulated Amortisation as at 31/03/2024 2.18 2.18

Net carrying amount:


Carrying amount as at 31/03/2024 22.47 22.47

Carrying amount as at 31/03/2023 - -

4 Loans (` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, Considered Good
Security and other deposits 183.46 53.72
Total 183.46 53.72

130
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024

5 Trade Receivables (` in Lakhs)


Particulars As at 31st March, 2024 As at 31st March, 2023

Trade Receivable - 11.60


Less: Allowances for doubtfull receivable - -
Total - 11.60
Break up of Trade Receivable
Unsecured Considered Good - 11.60
Having Increase in Credit Risk - -
Credit Impaired - -
Total - 11.60
Less: Allowances for doubtfull receivable - -
- 11.60
Total - 11.60

5.1 Trade Receivable Ageing summary


Outstanding for following periods from due date of payment
Particulars Less than 6 6 Months 1-2 2-3 More than Total
M onth s - 1 year years years 3 Years
As at 31 March 2024
(i) Undisputed Trade Receivable
- Considered Good - - - - - -
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good
(v) Disputed Trade Receivable
- which have significant increase in credit risk
(iv) Disputed Trade Receivable - credit impaired
Total - - - - - -
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable - - - - - -

As at 31 March 2023
(i) Undisputed Trade Receivable - Considered Good 11.60 - - - - 11.60
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good
(v) Disputed Trade Receivable
- which have significant increase in credit risk
(iv) Disputed Trade Receivable - credit impaired
Total 11.60 - - - - 11.60
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable 11.60 - - - - 11.60

131
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024

6 Other Non Current Assets (` in Lakhs)


Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, considered good
(i) Balance with government authorities
- VAT / Excise / GST receivable - 94.76
(ii) Advances for business acquisition 51.00 -
(iii) Capital Advances 1,423.54 -
Total 1,474.54 94.76

7 Inventories
(Valued at lower of Cost or Net Realisable Value) (` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
(a) Raw Material 540.66 738.46
(b) Finished Goods 125.07 -
Total 665.73 738.46

8 Trade Receivables (` in Lakhs)


Particulars As at 31st March, 2024 As at 31st March, 2023
Trade Receivable 1,373.87 496.01
Less: Allowances for doubtfull receivable - -
1,373.87 496.01
Trade Recevables due includes :
- Receivable from Related Party 488.40 335.67
Break up of Trade Receivable
Unsecured Considered Good 1,373.87 496.01
Having Increase in Credit Risk - -
Credit Impaired - -
Total 1,373.87 496.01
Less: Allowances for doubtfull receivable - -
Total 1,373.87 496.01

8.1 Trade Receivable Ageing summary


Outstanding for following periods from due date of payment
Particulars Less than 6 6 Months 1-2 2-3 More than Total
M onth s - 1 year years years 3 Years
As at 31 March 2024
(i) Undisputed Trade Receivable - Considered Good 694.62 471.16 208.09 - 1,373.87
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good - - - - - -
(v) Disputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(iv) Disputed Trade Receivable - credit impaired - - - - - -
Total 694.62 471.16 208.09 - - 2,763.10
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable 694.62 471.16 208.09 - - 2,763.10

132
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
As at 31 March 2023
(i) Undisputed Trade Receivable - Considered Good 496.01 - - - - 496.01
(ii) Undisputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(iii) Undisputed Trade Receivable - credit impaired - - - - - -
(iv) Disputed Trade Receivable - Considered Good - - - - - -
(v) Disputed Trade Receivable
- which have significant increase in credit risk - - - - - -
(iv) Disputed Trade Receivable - credit impaired - - - - - -
Total 496.01 - - - - 496.01
Less: Expected Credit Loss (ECL) - - - - - -
Total Trade Receivable 496.01 - - - - 496.01

9 Cash and cash equivalents (` in Lakhs)


Particulars As at 31st March, 2024 As at 31st March, 2023
(i) Balances with banks
(a) In current accounts 28.69 848.68
(ii) Cash in hand 62.87 59.14
Total 91.56 907.82

10 Loans (` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, considered good
(a) Loans and Advances to other associates and related parties 3,399.62 186.39
(b) Loans and Advances to other parties 226.19 385.65
(c) Loans and Advances to Supplier/Employees 0.57 16.04

Break up of Loans
Consider Good 3,622.57 588.08
Having Significant Increase in Credit Risk - -
Credit Impaired - -
Total 3,622.57 588.08
Less: Allowances for doubtfull Loans - -
3,622.57 588.08
Total 3,622.57 588.08

Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties
A) repayable on demand; or B) without specifying any terms or period of repayment
(` in Lakhs)
Type of Borrower Amount of loan or advance Percentage to the total Loans
in thenature of loan Advances in the nature
outstand ing and of loans
As at 31 March 2024
(i) Promoters - -
(ii) Directors - -
(iii) KMPs - -
(iv) Related Parties 3,396.38 93.76%

As at 31 March 2023
(i) Promoters - -
(ii) Directors - -
(iii) KMPs - -
(iv) Related Parties 186.39 31.69%
133
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
11 Other Current Assets (` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Unsecured, considered good
(a) Balance with Revenue Authorities 719.34 42.58
(b) Advances to Supplier 355.58 550.17
(c) Others 68.53 6.83
Total 1,143.44 599.58

12 Equity Share capital


Particulars As at 31st March, 2024 As at 31st March, 2023
Authorised Equity Share Capital
48,00,00,000 Equity share of Rs. 1 Each,
(PY 10,00,00,000 Equity Shares of Rs. 1 Each) 4,800.00 4,800.00
Issued, Subscribed and fully paid up
17,55,47,392 Equity Share of Rs. 1 Each,
(PY 16,68,67,392 Equity Shares of Rs. 1 Each) 1,755.47 1,668.67
Total 1,755.47 1,668.67

12.1 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the
reporting year:
Particulars As at 31st March 2024 As at 31st March 2023
Nos Rs in Lakhs Nos Rs in Lakhs
At the beginning of the year 166,867,392 1,668.67 6,952,808 69.53
Add: Prefrencial/Right Issue Shares* 8,680,000 86.80 159,914,584 1,599.15
Outstanding at the end of the year 175,547,392 1,755.47 166,867,392 1,668.67

*In accordance with terms of approval of Board of Directors at their meeting held on 9th November, 2023, and subseuqetly as approved in the
Annual General Meeting held on 30th September 2023, the Company has allotted 86,80,000 equity shares at a Price of Rs. 33/- per share
(including premium of Rs 32/- per share) on preferential basis. Pursuant to this allotment, the securities premium stands increased by Rs.
2772.58 Lakhs net of share issue expenses of Rs. 5.00 Lakhs. The proceeds from Preferential issue have been utilised for the intended purposes.
*In accordance with terms of approval of Board of Directors at their meeting held on 7th September, 2022, the Company on 7th September, 2022
allotted 15,99,14,584 equity shares at a Price of Rs.3 per share (including premium of Rs 2 per share) to existing shareholders on rights issue
basis. Pursuant to this allotment, the securities premium stands increased by 3198.29 lakhs net of share issue expenses of 10.87 lakhs. The
proceeds from Rights issue have been utilised for the intended purposes.

12.2 Shareholding of Promoter


As at 31st March, 2024
Promoter Name No of shares % of total shares % change during the
year
Shree Saibaba Exim Private Limited. 41,067,485 23.39% 0.46%
Raghuvir International Private Limited. 40,230,820 22.92% 4.55%
Artiben Thakkar 27,724,453 15.79% 100.00%

As at 31st March, 2023


Promoter Name No of shares % of total shares % change during the
year
Shree Saibaba Exim Private Limited. 38,267,485 22.93% 100%
Raghuvir International Private Limited. 38,400,820 23.01% 100%
Kavit Jayeshbhai Thakkar 27,031,364 16.20% 100.00%
134
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024

12.3 Terms/ right attached to equity shares


The Company has only one class of equity shares of par value of Rs.2 per share.Each holder of equity shares is entitled to one vote per
share.In the event of liquidation of the Company,the holders of equity shares will be entitled to receive remaining assets of the Company
after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the
shareholders.
12.4 Shares held by shareholders each holding more than 5% of the shares
Shareholders As at 31st March 2024 As at 31st March 2023
No. of shares Percentage No. of shares Percentage
Kavit Jayeshbhai Thakkar - 0.00% 27,031,364 16.20%
Artiben Jayeshbhai Thakkar 27,724,453 15.79% 693,089 0.42%
Shree Saibaba Exim Private Limited. 41,067,485 23.39% 38,267,485 22.93%
Raghuvir International Private Limited. 40,230,820 22.92% 38,400,820 23.01%

As per records of the company, including its register of Shareholders / Members and other declarations received from shareholders regarding
beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
Rights as to Dividend
The Equity shareholders have right dividend when declared by the Board of Directors subject to approval in the ensuring Annual General Meeting.

Right pertaining to repayment of Capital


In the event of liquidation of the company, the holders of equity share will be entitled to receive remaining assets of the company, after
distribution of all preferential amounts. The distribution will be according to the shareholders rights and interest in the company.
13 Other Equity (` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
(a)Security Premium Reserve (Refer below Note (i)) 7,013.00 4,240.42
(b)CapitalReserve 398.58 398.58
(c)Retained Earnings(Refer below Note (iii)) (1,097.78) (1,308.47)
Total 6,314.72 3,330.52

Note : (` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
(i) Security Premium Reserve
As per last Balance Sheet 4,240.42 1,098.41
Add/Less : Additions/(Deletions) during the year 2,772.58 3,142.01
7,013.00 4,240.42
(ii) Retained Earnings
As per last Balance Sheet (1,308.47) (1,431.57)
Add/Less : Additions/(Deletions) during the year 11.47 (5.85)
Add : Profit for the year as per Statement of Profit and Loss 198.28 128.95
Add: Other Comprehensive Income for the year 0.93 -
(1,097.78) (1,308.47)

135
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
14 Borrow i ng s
(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Secured Loan
(For Security & Terms of Repayment - Refer Note Below 15.1)
Term Loan From Bank 545.68 384.44
Unsecured
Inter Corporate Loans 4,806.92 1,879.81
From Directors - 14.00
Total 5,352.60 2,278.25

14.1 Nature of Securities for Term Loans


Primary Security
(i) an Exclusive charge by way of hypothecation of the company’s entire movable , including movable machinery, machinery spares,
tools and accessories, and all other movable assets both , present and future;
(ii) an exclusive charge on the company’s book-debts, operatingcash flows, receivables, and Inventories;
Collateral Security
Secured by Exclusive First charge by way of Mortgage on plot of land at Block No 28, Opp Amar Foods & Bewerages, Village
Mangleg, Ta. Karjan, Vadodara together with the structures standing thereon (Present and future)
Joint & Several personally guaranteed by Kavit Thakkar, Arvindkumar Thkkar, Jayesh Thakkar
Corporate guarantee of EV Nest Private Limited, Raghuveer International Private Limited & Shree Saibaba Exim Private Limited
Repayment :- Term Loan shall be payable in 68 Monthly instalments,commencing from Aug, 2023.

15 Trade Payables (Current)


(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Trade Payables - 11.97
Total - 11.97

Under the Micro, Small & Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures
are required to be made relating to Micro, Small & Medium Enterprises. The Company is in the process of compiling relevant information
from its suppliers about their coverage under the said Act. Since the relevant information is not readily available, no disclosures have
been made in the accounts. However, in the view of the management, the impact of interest, if any, which may subsequently become
payable in accordance with the provisions of the act would not be material and the same, if any, would be disclosed in the year of payment
of interest.

15.1 Trade Payable Ageing summary


Outstanding for following periods from due date of payment#
Particulars Less than 1 1-2 2-3 More than Total
Years Years Years 3 Years
As at 31 March 2024
(i) MSME - - - - -
(ii) Others - - - - -
(iii) Disputed Dues - MSME - - - - -
(iv) Disputed Dues - Others - - - - -
As at 31 March 2023
(i) MSME - - - - -
(ii) Others - 11.97 - - 11.97
(iii) Disputed Dues - MSME - - - - -
(iv) Disputed Dues - Others - - - - -

136
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
16 Non Current - Other Financial Liabilities
(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Defined Benefit Plan 3.04 0.85
Total 3.04 0.85

17 Deffered Tax Liability (Net)


(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Deferred Tax Liability in Relation to:
Property, plant & Equipment - 3.88
Retirement Benefits 12.90 (0.23)
Total 12.90 3.66

18 Borrowings
(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Secured
(For Security & Terms of Repayment - Refer Note 15.1)
Cash Credit Facitliy from Bank 201.30 14.43
Total 201.30 14.43

19 Trade Payables (Current)


(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Trade Payables 766.20 294.25
Total 766.20 294.25

Under the Micro, Small & Medium Enterprises Development Act, 2006 which came into force from 2 October 2006, certain disclosures
are required to be made relating to Micro, Small & Medium Enterprises. The Company is in the process of compiling relevant
information from its suppliers about their coverage under the said Act. Since the relevant information is not readily available, no
disclosures have been made in the accounts. However, in the view of the management, the impact of interest, if any, which may
subsequently become payable in accordance with the provisions of the act would not be material and the same, if any, would be
disclosed in the year of payment of interest.

19.1 Trade Payable Ageing summary


Outstanding for following periods from due date of payment#
Particulars Less than 1 1-2 2-3 More than Total
Years Years Years 3 Years
As at 31 March 2024
(i) MSME - - - - -
(ii) Others 460.16 306.04 - - 766.20
(iii) Disputed Dues - MSME - - - - -
(iv) Disputed Dues - Others - - - - -
As at 31 March 2023
(i) MSME - - - - -
(ii) Others - - - - -
(iii) Disputed Dues - MSME - - - - -
(iv) Disputed Dues - Others - - - - -

137
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
20 Other Financial Liabilities
(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
(a) Other Financial Liabilities 135.74 33.18
Total 135.74 33.18

21 Other Current Liabilities


(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Other Current Liability
(a) Statutory Dues 307.10 7.55
(b) Defined Benefit Plan - 0.02
(c) Share Application Money Refund Payable 16.10 -
(d) Advances received from Customers 39.06 14.09
(e) Others 60.52 0.58
Total 422.78 21.66

22 Provisions
(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Provision for Expenses 15.65 8.99
Total 15.65 8.99

23 Current Tax Liability


(` in Lakhs)
Particulars As at 31st March, 2024 As at 31st March, 2023
Provision for Taxation 80.78 18.30
Total 80.78 18.30

24 Revenue from Operations (` in Lakhs)


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Sales of Products 2,202.25 1,560.70
Other operating Revenue - 49.00
Total 2,202.25 1,609.70

25 Other Income (` in Lakhs)


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
(a) Gain on Sale of Investments - 0.59
(b) Miscellaneous income - 1.64
(c) Foreign Exchange Gain/loss - 2.33
(d) Conusltancy Fees 50.00 -
(e) Other 0.27 -
Total 50.27 4.56

138
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
26 Cost of materials consumed
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Opening Stock 342.14 -
Add: Purchases 878.58 1,923.04
1,220.71 1,923.04
Less: Closing stock 631.71 460.23
Cost of Goods Sold 589.00 1,462.81
Total 589.00 1,462.81

27 Purchase of Traded Goods


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Purchases 750.11 -
Total 750.11 -

28 Changes in Inventories of Finished Good, WIP


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Inventory at the beginning of the year
Finished Goods 278.23 -
Work in Progress - -
278.23 -
Inventory at the end of the year
Finished Goods 34.02 278.23
Semi Finished Goods - -
34.02 278.23
Net Changes in Inventories 244.21 (278.23)

29 Employee Benefit Expenses


Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Salaries, wages , bonus, allowances ,etc. 122.05 40.84
Director's Remunerations 6.00 6.00
Cotribution to provident fund and other funds 4.48 3.88
Total 132.53 50.72

30 Finance Costs
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
IInterest expense 16.93 0.72
Interest on Late Payment - 1.02
Bank Charges 0.44 0.43
Finance Processing Fees 0.63 -
Finance Cost as per Ind AS 2.59 -
Total 20.58 2.17

139
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
31 Other Expenses
Particulars For the Period ended For the Period ended
31 March, 2024 31 March, 2023
Commission Expenses - 6.67
Conveyance Expenses - 0.27
Custom Duty - 39.01
Consumable Purchase Expenses 0.60 -
Documentation Charges 0.66 -
Electricity Expenses 8.50 3.49
Factory Expense 24.39 7.94
General And Administrative Expenses 3.55 -
General Office Expenses 4.84 -
Late Fees & Penalty 2.25 -
Freight & Carting Charges 1.02 23.61
Insurance Expenses - 0.80
Internet & Telephone Expense - 1.02
Listing Fees - 3.00
Office Building Maintenance Expenses - 6.05
Office Expenses 2.23 1.54
Other Misc. Expenses 4.34 41.37
Petrol & Fuel Expenses 3.48 -
Power Coating - 1.83
Printing & Stationery Expenses 6.21 1.64
Professional & Consultancy 30.87 20.16
Payment to Auditors 5.52 3.00
Rates & Taxes 8.30 -
Rent Expenses 25.90 11.82
Repairs & Maintenance 2.42 0.93
Security Expense 1.14 4.02
Selling & Distribution Expenses 29.54 15.58
Sundry Balance Written-off 1.09 -
Telephone Expenses (Cug) 0.80 -
Travelling Expenses 22.08 14.78
Transport Expeness 3.75 -
Water Expenses 1.57 -
Total 195.05 209.85

32 Earnings per share (EPS)


Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted
average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of Equity shares outstanding during the year.
i. Profit attributable to Equity holders of Company (` in Lakhs)
31-Mar-24 31-Mar-23
Profit attributable to equity holders of the Company for basic
and diluted earnings per share 199.20 139.36
ii. Weighted average number of ordinary shares
31-Mar-24 31-Mar-23
Weighted average number of shares at March 31 for basic
and diluted earnings per shares 175,547,392 166,867,392

Basic earnings per share (in ` ) 0.11 0.08


140
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
33 Additional information to the financial statements
(A) Contingent Liabilities and Capital Commitments
(` in Lakhs)
Particulars 31-Mar-24 31-Mar-23
(a) Contingent Liabilities
(i) Claims against the Company not acknowledge as debts
(on account of outstanding law suits) - -
(ii) Guarantees given by Banks to third parties on behalf of the company - -
(c) Commitments
Estimated amount of contracts remaining to be executed on capital
account & not provided for (Net of Advances) - -

(B) Auditor’s Remuneration


Particulars 31-Mar-24 31-Mar-23
Audit Fees (Including for Quarterly limited review) 5.52 3.00
For Certification work - 0.08
Fees for other services - 1.03
Total 5.52 4.11

34 IMPAIRMENT
The Company has not found any indication of impairment of the assets as per Ind AS 38 and accordingly no further exercise for
calculating impairment loss has been undertaken.

35 FAIR VALUE MEASUREMENTS


Financial instruments by category ( ` in Lakhs)
As at March 31, 2024 As at March 31, 2023
FVTPL FVO CI Amo rtized FVTPL FVO CI Amo rtized
C os t C os t
Financial Assets
Investments
- Equity Instruments - - - - - -
Loans and Advances to related parties & others - - 3,809.85 - - 641.80
Trade Receievables - - 1,373.87 - - 507.61
Cash and Cash Equivalents - - 91.56 - - 907.82
Bank Balances other than above - - - - - -
Other Financial Assets - - - - - -
Total Financial Assets - - 5,275.27 - - 2,057.23

Financial Liabilities
Borrowings - - 5,352.60 - - 2,278.25
Other financial Liabilities - - 138.78 - - 34.03
Trade payables - - 766.20 - - 306.22
Total Financial Liabilites - - 6,257.58 - - 2,618.50

(i) Fair value hierarchy


This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and
measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an
indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three
levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
141
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
Financial Assets and Liabilities measured at fair value - recurring fair value measurements

As at March 31, 2024 Notes Level 1 Level 2 Level 3


Financial Assets at FVOCI
Equity Instruments - - -
Financial Assets at amortised cost
Deposits - - -
Total Financial Assets - - -
Financial Liabilities at amortised cost
Borrowings (Non Current) - - -
Total Financial Liabilities - - -

Financial Assets and Liabilities measured at fair value - recurring fair value measurements

As at March 31, 2023 Notes Level 1 Level 2 Level 3


Financial Assets at FVOCI
Equity Instruments 4 - - -
Financial Assets at amortised cost
Deposits - - -
Total Financial Assets - - -
Financial Liabilities at amortised cost
Borrowings (Non Current) - - -
Total Financial Liabilities - - -

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds
and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is
valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise
the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There are no transfers between levels 1 and 2 during the year.
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:


- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of the remaining financial instruments is determined using discounted analysis.
All of the resulting fair value estimates are included in level 1 or 2 except for unlisted equity securities where the fair values have been determined
based on present values and the discount rates used were adjusted for counter party or own credit risk.

The carrying amounts of trade receivables, electricity deposit, employee advances, cash and cash equivalents and other short term receivables,
trade payables, unclaimed dividend, borrowings, and other current financial liabilities are considered to be the same as their fair values, due to
their short-term nature.

142
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
36 FINANCIAL RISK MANAGEMENT
The company’s activities expose it to market risk, liquidity risk and credit risk.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management
framework.
The Company’s risk management established to identify and analyse the risks faced by the Company, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management systems are reviewed periodically to reflect changes in market
conditions and the Company’s activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and
constructive control environment in which all employees understand their roles and obligations.
(A) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company’s receivables from customers and investment securities. Credit risk is managed
through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the
Company grants credit terms in the normal course of business.
(i) Trade receivables
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business
environment in which the entity operates. However, based on historical data, there were no significant bad debts written off nor provision
for doubful debts had been created. Further there is no Trade Receievables outstanding for more than 6 months at reporting date. Hence,
allowances for doubtful debt has not been created.
(ii) Cash and cash equivalents
As at the year end, the Company held cash and cash equivalents of ` 91.56/- Lakhs. (31.03.2023 ` 907.82 Lakhs). The cash and cash
equivalents are held with bank and financial institution counterparties with good credit rating.
(iii) Loans and advances
In the case of loans to employees, the same is managed by establishing limits. (Which in turn based on the employees salaries and number
of years of service put in by the concern employee)
(iv) Other Financials Assets
Others Financial Assets are considered to be of good quality and there is no significant increase in credit risk.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that
it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.
Maturities of financial liabilities
The tables herewith analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities
Particulars Less than More than
1 year 1 years Total
As at March 31, 2024
Non-derivatives
Borrowings - 5,352.60 5,352.60
Other financial liabilities 135.74 3.04 138.78
Trade payables 766.20 - 766.20
Total Non-derivative liabilities 901.94 5,355.64 6,257.58

As at March 31, 2023


Non-derivatives
Borrowings - 2,278.25 2,278.25
Other financial liabilities 33.18 - 33.18
Trade payables 294.25 11.97 306.22
Total Non-derivative liabilities 327.43 2,290.22 2,617.65
143
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
(C) Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the
Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial
instruments including foreign currency receivables and payables and long term debt. We are not exposed to market risk primarily related
to foreign exchange rate risk.
(D) CAPITAL MANAGEMENT
For the purpose of Company's Capital Management, equity includes equity share capital and all other equity reserves attributable to the
equity holders of the Company. The Company manages its capital to optimise returns to the share holders and make adjustments to it in
light of changes in economic conditions or its business requirements. The Company's objective is to safe guard continuity, maintain a
strong credit rating and healthy capital ratios in order to support its business and provide adequate return to share holders through
continuing growth and maximise the shareholders value. The Company funds its operations through internal accruals and long term
borrowings competitive rate. The Management and Board of Directors monitor the return of capital as well as the level of dividend to
share holders.

37 Employee benefits

[a] Defined benefit plan:


The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year of service.The scheme is funded. The following tables summaries
the components of net benefit expense recognized in the Statement of profit and loss and the funded status and amounts recognized in
the balance sheet for the gratuity plan.

The following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at March
31, 2024.

a) Reconciliation in present value of obligations


(PVO) - defined benefit obligation: Gratuity - Funded as on
March 31, 2024 March 31, 2023
PVO at the beginning of the year 0.87
Current service cost 3.28 0.87
Interest cost 0.06
Actuarial (Gains)/Losses (1.23)
Benefits paid - -
Accrued Payment - -
PVO at the end of the year 2.98 0.87
b) Change in fair value of plan assets: Gratuity - Funded as on
March 31, 2024 March 31, 2023
Fair value of plan assets at the beginning of the year - -
Adjustment to opening fair value of plan assets - -
Expected return on plan assets - -
Actuarial Gains/(Losses) - -
Contributions by the employer - -
Benefits paid - -
Fair value of plan assets at the end of the year - -
c) Reconciliation of PVO and fair value of plan assets: Gratuity - Funded as on
March 31, 2024 March 31, 2023
PVO at the end of period 2.98 0.87
Fair value of planned assets at tend of year - -
Funded status 2.98 0.87
Net Liability/(Asset) recognised in the balance sheet 2.98 0.87

144
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024

Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
d) Net cost for the year ended: Gratuity - Funded as on
March 31, 2024 March 31, 2023
Current service cost 3.28 0.87
Interest cost 0.06 -
Expected return on plan assets - -
Actuarial (Gains)/ Losses (1.22) -
Net cost 2.12 0.87
e) Amount recognised in Other Comprehensive Income Gratuity - Funded as on
Remeasurements : March 31, 2024 March 31, 2023
Actuarial (Gains)/ Losses (1.22) -

f) Major category of assets as at: Gratuity - Funded as on


g) Major category of assets as at: March 31, 2024 March 31, 2023
Insurer Managed funds
Equity (%) 0% 0%
Debt (%) 0% 0%
Total (%) 0% 0%
g) Assumption used in accounting for the gratuity plan: Gratuity - Funded as on
f) Major Actuarial Assumptions March 31, 2024 March 31, 2023
Discount rate (%) 7.10% 7.40%
Salary escalation rate (%) 6.00% 6.00%
Expected return on plan assets (%) 0.00% 0.00%

Note 1: Discount rate is determinied by reference to market yields atthe balance sheet date on Government bonds, where the currency and
terms of the Government bonds are consistent with the currency and estimated terms for the benefit obligation.

Note 2: The estimate of future salary increases taken into account inflation, seniority, promotion and other relevant factors such as supply
and demand in the employment market.

Note 3: The gratuity provision as described above is not invested or funded in any Investments options.

38 Related Party Disclosures


(i) Name of the related parties and description of relationship with whom transactions have taken pl ace:

Enterprises owned or significantly influenced by key management personnel Raghuvir International Private Limited
or their relatives Shree Saibaba Exim Private Limited
Pacific Finstock Limited
Rishi Agastya Gaming Private Limited
Sunbuy Renewable Energy Private Limited
Key Management Personnel and their relatives Kavit J thakkar
Dhruv Yardi
Mikil Gohil (upto 11/12/2023)
Mrs. Charmy Joshi (From 11/03/2024)
Manshi Jain
Dinesh Kumar Sinha
Sachin Wagh
Lalit Waankhede
Darshan Shah

145
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024

(ii) Particluars of Transactions with Related Parties


Transactions with related parties for the year ended March 31, 2024 are as follows: (Previous Year’s figures are shown in brackets)

( ` in Lakhs)
Enterprises Key Management
owned or Personnel
Particulars significantly and their
influenced by key relatives Total
management
personnel or their
relatives
Sale of Goods 1,172.42 - 1,172.42
- - -
Purchase of Goods 125.44 - 125.44
- - -
Purchase of Shares - - -
- - -
Inter Corporate Deposit Taken 1,235.11 - 1,235.11
(6,163.25) - (6,163.25)
Inter Corporate Deposit Repaid 1,438.52 - 1,438.52
(4,632.70) - (4,632.70)
Loans Given 296.08 - 296.08
(230.00) - (230.00)
Loan Given received back 123.00 - 123.00
(45.00) - (45.00)
Remuneration to Director - 6.00 6.00
- (6.00) (6.00)
Salary Expenses - 4.41 4.41
- (3.48) (3.48)
Balance outstanding at the year end:
Account Payable - 0.15 0.15
- - -
Loan Payable Outstanding 1,452.58 - 1,452.58
(1,530.55) - (1,530.55)
Loan Receivable Outstanding 602.98 - 602.98
(185.00) - (185.00)

39 Income Taxes

A Income Tax Assets (Net)


Particulars As at 31 March, 2024 As at 31 March, 2023
Advance Payment of Income-Tax Assets (Net) - -

B Current Tax Liabilities (Net)


Particulars As at 31 March, 2024 As at 31 March, 2023
Provision for Income Tax (Net) 80.29 18.30

146
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
C Component of Deferred Tax Assets (Net)
Particulars As at 31 March, 2024 As at 31 March, 2023
Depreciation and Amortisation 23.79 4.92
Remeasurement of DBP 9.24 3.66

Total 33.03 8.58

D Income taxes recognised in statement of profit and loss


Particulars As at 31 March, 2024 As at 31 March, 2023
(a) Statement of Profit & Loss
Current Income-Tax (net off MAT Credit entitlement) 80.29 18.30
Deferred Tax relating to origination & reversal of temporary
differences 9.24 3.66
Income-Tax Expense reported in the statement of profit or loss 89.53 21.96
(b) Other Comprehensive Income (OCI)
-Remeasurement of Defined benefit plans 9.24 3.66
Income-Tax charged to OCI 9.24 3.66
(c) Reconciliation of tax expense and the accounting profit
multiplied by India’s domestic tax rate for the year ended
Accounting Profit before Income Tax 288.73 160.49
Statutory Income-Tax Rate 27.82% 27.82%
Tax at statutory Income-Tax Rate 80.33 44.65
Tax effect of:
Inadmissible Expenses or Expenses treated as separately 13.99 19.64
Admissible Deductions (4.79) 8.58
Total tax effects 9.20 28.22
Income Tax expenses reported in statement of Profit & Loss 89.53 72.87

40 Additional Information:
A) The Subsidiary and Associates considered in the Consolidated Financial Statements are:

Proportion (%) of Share Holding year ended


Sr No Name of the Company Subsidairy / Associates County of Incorporation
31/03/2024 31/03/2023
1 EV Nest Private Limited Subsidiary India 100 100.00
2 Power Metz Privaet Limited Subsidiary India 100 80.00

B) Financial Details :
Net Assets i.e. total assets Share in Other Share in Total Comprehensive
Share in Profit or Loss
minus total liabilities Comprehensive Income Income
Sr
Name of the Company As % of Amount As % of Amount As % of Amount As % of Amount
No
consolidated Net (Rs. In consolidated Net (Rs. In consolidated Net (Rs. In consolidated Net (Rs. In
Assets Lakh) Assets Lakh) Assets Lakh) Assets Lakh)
Parent

1 Mercury EV Tech Limited 99.66% 8,041.69 110.24% 218.58 0.01% 0.69 110.24% 219.27

Subsidiary

1 Power Metz Privaet Limited 0.46% 37.25 -8.31% (16.47) 0.003% 0.23 -8.31% (16.24)

2 EV Nest Private Limited -0.13% (10.68) -1.93% (3.83) - - -1.93% -3.83

Total 100.00% 8,068.26 100.00% 198.27 0.01% 0.92 100.00% 199.19

147
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
41 Segment Reporting
Ind AS 108 Operating Segments requires Management to determine the reportable segments for the purpose of disclosure in financial
statements based on the internal reporting reviewed by Chief Operating Decision Maker (CODM) to assess performance and allocate
resources.
Operating segments are defined as 'Business Units' of the Company about which separate financial information is available that is
evaluated regularly by the Chief Operating Decision Maker or decision making group in deciding how to allocate resources and in
assessing performance.
The Comapany operate in Manufacturing and Trading of Electric Vehicle and Related parts. The management considers that these business
units have similar economic characteristic nature of the product, nature of the regulatory environment etc. Based on the management
analysis, the Company has only one operating segment, so no seperate segment report is given. The principle geographical areas in which
company the Company operates is India.

42 Disclosures pursuant to Schedule V of SEBI (Listing Obligation and Diclosure Requirements) Regulations, 2015
and Setion 186(4) of the Companies Act, 2013:
Loans & Advances in the nature of loans to subsidiaries:

( ` in Lakhs)
Name of the Subsidiary Company Amount outstanding as at Maximum amount outstanding
during the year
31-03-2024 31-03-2023 31-03-2024 31-03-2023
EV Nest Private Limited 2,995.84 2,984.67 2,998.67 3,034.83
The above loans are given to the Subsidiary Companies on interest free basis.

43 Confirmation of parties for amount due from them as per accounts of the Company are not obtained. Amount due from customers
include amounts due / with held on account of various claims. The Claims will be verified and necessary adjustments, if any, shall be made
in the year of settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as “debt
considered good” and therefore no provision is considered necessary there against.

44 In case of Loans granted by the Company and Borrowing taken by the Company, the terms of repayment of Loan and Advances has not
been specified and hence it falls under the repayable on demand,but term of Repayment of Borrowing are Specified as per Agreement
with Financial Institution , On the basis of the same we have classified the entire Borrowings as Secured Loan and Loans and
advances as Current Assets.

45 In the opinion of the Board of Directors, Current Assets, Loans & Advances have value at which they are stated in the Balance Sheet, if
realized in the ordinary course of business. The provision for depreciation and for all know liabilities is adequate and not in excess of the
amount reasonably necessary.

46 The Company do not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any
Benami property.

47 The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

48 The Company have not traded or invested in Crypto currency or Virtual Currency during the year.

49 The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall: directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf
of the Ultimate Beneficiaries.

50 The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:“(a) directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or“(b) provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.

148
Notes To Consolidated Financial Statements For The Year Ended 31st March, 2024
51 The Company do not have any such transaction which is not recorded in the books of accounts and that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961).

52 The company holds all the title deeds of immovable property in its name.

53 There is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

54 The company is not declared as wilful defaulter by any bank or financial Institution or other lender.

55 The Previous year's figures, wherever necessary, have been regrouped/reclassified to conform to the current year's presentation.

56 Accounting Ratios

Sr Particulars Num erator De nomi nator Current Previous


No Period Period
1 Current Ratio Current Asset Current Liabilities 4.25 11.42
2 Debt-Equity Ratio Long Term Debt Net worth 0.69 0.46
3 Debt Service Coverage Ratio (Net Profit + Non Cash (Total amount of interest &
operating expenses+Interest principal of long term loan
on Long term loans+Other payable or paid during the year)
adjustment)
4 Return on Equity Ratio Net profit After Tax Net worth 0.02 0.03
5 Inventory Turnover Ratio Cost of Goods Sold Average Value of Inventory 3.35 -
6 Trade Receivables turnover ratio
(in times)* Credit Sales Average Trade Receivable 2.34 6.25
7 Trade Payable turnover ratio (in times)* Credit Purchase Average Trade Payable 0.93 -
8 Net capital turnover ratio (in times) Sales Net Asset 0.27 0.88
9 Net profit ratio (in %) Net profit After Tax Revenue from Operation 9.05% 19.71%
10 Return on Capital employed (in %) EBIT Capital Employed 3.83% 3.25%
11 Return on Investment (in %) Net Return on Investment Cost ofInvestment 2.47% 18.87%

AS PER OUR REPORT OF EVEN DATE For and on behalf of the Board of Directors of
FOR M SAHU & CO Me rcury EV - Tech Limited
CHARTERED ACCOUNTANTS
FIRM REGISTRATION NO: 130001W Kav it J Thak ka r Da rsha nkum ar J Shah
Man agin g dir ec to r Director
PARTNER (MANOJKUMAR SAHU) D IN :06 576 29 4 D I N:0 86 8772 9
MEMBER SHI P NO. 13 26 23
UD IN : 24 13 26 2 3BKE LKV815 5
D hr uv Ya rdi C ha rm y Milin d Jo shi
PLACE: VADODARA CFO C om pa ny S e cr etar y
DATE: 30/05/2024 M No: A63905

149

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