To,

THE MEMBERS,

Your Directors have pleasure in submitting their 36^th Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31^st March, 2022.

FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review, your Company has made profit of Rs.23.29 Lakhs. However, your Directors look forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31^st March, 2022 are as follows:

(Amount in Lakhs.)

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

The total Revenue of the Company for the Current Financial year 2021-22 is Rs. 122.18 lakhs as compared to Rs. 118.05 lakhs in the Previous Financial year 2020-21. The Company's profit after tax for the Current Financial year 2021-22 is recorded at Rs. 23.09 lakhs, as against loss of 8.70 lakhs in the Previous Financial year 2020-21

Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

AMOUNT TRANSFERRED TO RESERVE:

During the year under review, the Company has not transferred any amount to reserves.

OPEN OFFER AND CHANGE IN MANAGEMENT

During the year under review, Mr. Kavit Jayeshbhai Thakkar as Acquirer 1 and Mrs. Aartiben Jayeshbhai Thakkar as Acquirer 2 have entered into a Share Purchase Agreement ("SPA") dated 13^th October 2021 with the promoters and promoter group of the Target Company naming Mr. Govindram Laluram Kabra, Mr. Radheyshyam LaluramKabra, Mr. Girjaben Radheshyam, Mr. Kaushalya Dinesh Lahoti, Mr. Dinesh Ramchandra Lahoti, Ms. Neha Kabra, Mr. Pratik Radheshyam Kabra and Ms. Jinal Pratik Kabra ("Sellers") for acquisition of 34,61,208 (Thirty Four Lacs Sixty One Thousand Two Hundred and Eight) equity shares ("Sale Shares") of face value of 0 1/- each representing 49.78% of the paid up and voting equity share capital of the Company. The Acquirers did an open offer to the public shareholders under the SEBI (SAST) Regulations, 2011 and acquired control of the Company.

Further Mr. Kavit Jayeshbhai Thakkar and Mrs. Aarti Jayeshbhai Thakkar have acquired the equity shares of old promoters and became the promoters of the Company through an open offer in accordance with SEBI (SAST) Regulations, 2011. The Company has been taken over by new promoters and the old management viz. Mr. Govindram Laluram Kabra the Chairman & whole time Director, Mr. Radheshyam Laluram Kabra a Promoter Non-Executive Director, Mr. Mahendra Gangaram Prajapati an Independent Director, Bharti NimishBavishi an Independent Director, Mr. Tagaram L. Chowdhary an Independent Director have tendered their resignation from the respective designation with effect from March 2, 2022. Your Directors place on record their appreciation of valuable services rendered during their tenure as a director & Management of the Company.

The Board is re-organised with the new management viz. Mr. Kavit Jayesbhai Thakkar, the Chairman & Managing Director, Mr. Jayesh Raichandbhai Thakkar a Non- Executive Director, Mr. JayeshVimal Chellani an Independent Director, Mr. Arvindkumar Thakkar an Independent Director, and Mr. Dhruv Deepak Yardi as a Chief Financial Officer with effect from March 02, 2022.

RIGHT ISSUE

The Board of Directors of your Company at its meeting held on 22^nd June, 2022 decided to raise funds through issuance and allotment of equity shares of face value of Re.1 each ('Equity Shares') for up to an aggregate amount of up to Rs. 48,00,00,000/- (Rupees Forty Eight Crores only), on Rights basis on such terms (as decided by the Board of Directors or a duly constituted committee of the Board of Directors at a later date) to the eligible equity shareholders of the Company, as on the record date. The purpose/object to raise capital is mentioned in Offer Letter. Accordingly, your Company came out with Issue of 15,99,14,548 fully paid up equity shares of face value of Re.1/- each (the "rights equity shares") for cash at a price of Rs.3/- per rights equity share (including a premium of Rs.2/- per rights equity share) aggregating to Rs.47,97,43,752/- on a Rights basis to the existing eligible equity shareholders in the ratio of 23 (Twenty Three) Rights equity shares for every 1 (One) equity shares held by the eligible equity shareholders on the record date, that is on 04^th August, 2022. The Rights Issue will open on August 16, 2022 and will close on August 30, 2022.

INCREASE IN AUTHORISED SHARE CAPITAL

The Authorized share capital of the Company is Rs. 10,00,00,000 consisting of 1,00,00,000 Equity Shares of Rs. 10 each. There was no change in the Authorised Share Capital of the Company during the year under review.

The Company has increased its Authorised Share Capital from Rs. 10,00,00,000 (Rupees Ten crore Only) divided into 10,00,00,000 (Ten crore) Equity Shares of Re.1/ (Rupee OneOnly) each to Rs. 48,00,00,000 (Rupees Forty Eight crore Only)divided into 48,00,00,000 (Forty Eight crore) Equity Shares ofRe.1/(Rupee One Only) each by passing shareholder resolution through through Postal Ballot resolution which shall deemed to have been passed on last day of e-voting on 30^th May, 2022

INCREASE INISSUED, SUBSCRIBED& PAID-UP SHARE CAPITAL

The Issued, Subscribed and paid Up Capital of the Company is Rs. 69,52,808 consisting of 69,52,808 equity Shares of Re. 1/- each as on 31^st March, 2022.

There was no change in the Issued, Subscribed and paid Up Capital of the Company during the year under review.

CHANGE OF REGISTERED OFFICE:

During the year under review, there was no change in address of Registered office of the Company. The Company has been acquired by new promoter who stay and work in Vadodara therefore , the Board of Directors of the Company in their meeting held on 5^th April, 2022 has decided to shift the Registered Office and the Members of the Company has approved the shifting of Registered office of the Company from"36, Advani Market O/S Delhi Gate, Shahibaug,Ahmedabad-380004, Gujarat" to "Vadodara" in the state of Gujarat through Postal Ballot resolution which shall deemed to have been passed on last day of e- voting on 30^th May, 2022.

DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

ACQUISITION:

After the end of the Financial Year 31.03.2022, the Company has acquired 100% stake in Kavit Infra Projects Private Limited and due to such acquisition, Kavit Infra Projects Private Limited becomes 100% wholly owned subsidiary of the Company.

CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY:

During the year, there is no change in the nature of the business of the Company. However, the Company has amended its main object clause of Memorandum of Association (MOA) and added more objects related to Electronic Vehicle Sector in order to commence this business activities through Postal Ballot resolution which shall be deemed to have been passed on the last day of e-voting on 30^th May, 2022.

DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Company's existence are very minimal.

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy: Nil

II. the steps taken by the company for utilizing alternate sources of energy: None

III. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and thereasons thereof: N.A.

e) the expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the Company has not constituted CSR committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered and executed any related party transactions during the year under review as per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Your directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties' transactions and dealing with related parties as approved by the Board may be accessed on your Company's website at www.mercurymetals.in

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

i. Inductions and Cessation during the year:

There were following inductions and Cessations made by the board of directors during the year under review:

a) Mr. Govindram Laluram Kabra has resigned from the position of Chairman and Whole Time Director of the Company with effect from 2^nd March, 2022.

b) Mr. Radheshyam Laluram Kabra has resigned from the position of Director with effect from 2^nd March, 2022.

c) Mr. Mahendra Gangaram Prajapati has resigned from the position of Independent Director with effect from 2^nd March, 2022.

d) Ms. Bharti Nimish Bavishi has resigned from the position of Independent Director with effect from 2^nd March, 2022.

e) Mr. Tagaram L. Chowdhary has resigned from the position of Independent Director with effect from 2^nd March, 2022.

f) Mr. Rasik bhai Rana has resigned from the position of Chief Financial Officer with effect from 2^nd March, 2022.

g) Mr. Kavit Jayesbhai Thakkar has been appointed as Additional Director under the category of Managing Director of the Company with effect from 2^nd March, 2022 and he has been regularised by the members through postal ballot resolution which shall deemed to have been passed on last of e- voting on 30^th May, 2022.

h) Mr. Jayesh Raichandbhai Thakkar has been appointed as Additional Director under the category of Non-Executive Director of the Company with effect from 2^nd March, 2022 and he has been regularised by the members through postal ballot resolution which shall deemed to have been passed on last of e-voting on 30^th May, 2022. However, he had resigned from the position of Director with effect from 1^st July, 2022.

i) Mr. Jayesh Vimal Chellani has been appointed as Additional Director under the category of Independent Director of the Company with effect from 2^nd March, 2022 and he has been regularised by the members through postal ballot resolution which shall deemed to have been passed on last of e-voting on 30^th May, 2022.

j) Mr. Arvind kumar Thakkar has been appointed as Additional Director under the category of Independent Director of the Company with effect from 2^nd March, 2022 and he has been regularised by the members through postal ballot resolution which shall deemed to have been passed on last of e-voting on 30^th May, 2022.

k) Mr. Dhruv Deepak Yardi has been has been appointed as Chief Financial Officer of the Company with effect from 2^nd March, 2022.

Further, the following inductions and Cessation made by the board of directors after the end of Financial year ended on 31^st March 2022:

a) Mr. Jayesh Raichandbhai Thakkar had resigned from the position of Director with effect from 1^st July, 2022.

b) Mr. Harit Gopalbhai Shah has been appointed as Additional Director under the category of NonPromoter, Executive Director of the Company with effect from 1^st July, 2022.

c) Ms. Birva H. Patel had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 5^th May, 2022.

d) Mr. Mikil N. Gohilhas been appointed as Company Secretary and Compliance Officer of the Company with effect from 5^th May, 2022.

e) Ms. Manshi Jain has been appointed as Additional Director under the category of Independent Director of the Company with effect from 5^th April, 2022 and he has been regularised by the members through postal ballot resolution which shall deemed to have been passed on last of e- voting on 30^th May, 2022.

ii. Retirement by rotation:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Kavit Jayeshbhai Thakkar (DIN: 06576294) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. Declaration of Independence:

Mr. Mahendra Gangaram Prajapati, Ms. Bharti NimishBavishi and Mr.Tagaram L. Chowdhary were Independent Directors the Company during the financial year ended on 31^st March, 2022. However, they have resigned from the position of Independent Director of the Company and Mr. Jayesh Vimal Chellani and Mr. Arvindkumar Thakkar has been appointed as an Independent Director of the Company with effect from 2^nd March, 2022.The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1) (b) of Listing Regulations (including any Statutory modification(s) or reenactments) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

iv. Evaluation of Board's Performance:

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

v. Profile of Directors Seeking Appointment / Reappointment:

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 36^th Annual General Meeting.

NUMBER OF BOARD MEETINGS:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Eight (8) times on 20^th April, 2021, 28^th June, 2021, 14^th August, 2021, 28^th August, 2021, 15^th September, 2021, 12^thNovem,ber, 2021, 14^th February, 2022 and 2^nd March, 2022 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are the key Managerial Personnel of the company

a) Mr. Kavit Jayesbhai Thakkar, Managing Director (w.e.f. 2^nd March, 2022)

b) Mr. GovindramLaluramKabra, Chairman and Whole-Time Director (till 2^nd March, 2022)

c) Mr. Dhruv Deepak Yardi, Chief Financial Officer (with effect from 2^nd March, 2022)

d) Mr. RasikbhaiRana, Chief Financial Officer (till 2^nd March, 2022)

e) Mr.Mikil N. Gohil, Company Secretary and Compliance Officer (with effect from 5^th May, 2022)

f) Ms.Birva H. Patel, Company Secretary and Compliance Officer (till 5^th May, 2022)

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on 28^th June, 2021and 2^nd March, 2022 to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors and the quorum was present throughout the meeting..

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and NonExecutive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual financial statements for the year ended on 31^st March, 2022, applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and estimates 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 31^st March, 2022 and of the profit of the company for the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

d) the annual financial statements are prepared on a going concern basis

e) proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

f) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit Committee and other relevant matters as under:

The Committee was reconstituted on 2^nd March, 2022 due to changes in the Board of directors of the Company as below:

* Mr. Mahendra G. Prajapaticeased to be Chairperson and Member of this committee and Mr.JayeshVimalChellani has been inducted as Chairperson and Member of this committee with effect from 2^nd March, 2022

** Mrs. Bharti NimishBavishiceased to be Member of this committee and Mr. Arvindkumar Thakkar has been inducted as Member of this committee with effect from 2^nd March, 2022.

# Mr. Radheshyam L. Kabraceased to be Member of this committee and Mr. KavitJayeshbhai Thakkarhas been inducted as Member of this committee with effect from 2^nd March, 2022.

The present committee comprises Mr. Jayesh Vimal Chellani as Chairman and Mr. Arvindkumar Thakkar and MR. Kavit Jayesh Thakkar as members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

During the financial year ended on 31^st March 2022, the Audit Committee met Five times on 28^th June, 2021, 14^th August, 2021, 12^th November, 2021,14^th February, 2022 and 02^nd March, 2022.

VIGIL MECHANISM / WHISTLE BLOWER POLICY POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company atwww.mercurymetals.in

DISCLOSURE OF COMPOSITION OFNOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

The details of composition of Nomination and Remuneration Committee are as follows:

The Committee was reconstituted on 2^nd March, 2022 due to changes in the Board of directors of the Company as below:

* Mr. Mahendra G. Prajapati ceased to be Chairperson and Member of this committee and Mr. Arvindkumar Thakkar has been inducted as Chairperson and Member of this committee with effect from 2^nd March, 2022

** Mrs. Bharti NimishBavishiceased to be Member of this committee and Mr. JayeshVimalChellani has been inducted as Member of this committee with effect from 2^nd March, 2022.

# Mr.Radheshyam L. Kabraceased to be Member of this committee and Mr. Jayeshbhai Raychandbhai Thakkarhas been inducted as Member of this committee with effect from 2^nd March, 2022.

The Committee was further reconstituted on 1^st July, 2022 due to changes in the Board of directors of the Company as below:

## Mr. JayeshbhaiRaychandbhai Thakkar ceased to be Member of this committee and Ms. Mansi Jain has been inducted as Member of this committee with effect from 1^st July, 2022.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board

Meetings of Nomination and Remuneration Committee:

During the financial year ended on 31^st March 2022, the Audit Committee met Five times on 28^th June, 2021, 14^th August, 2021, 12^th November, 2021,14^th February, 2022 and 02^nd March, 2022.

Policy on Directors' Appointment & Remuneration:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Company's official website at ww.mercurymetals.in

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

Annual Evaluation of Board, Committees and Individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process.

DISCLOSURE OF COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

The Stakeholders Relationship Committee comprises of the following members:

The Committee was reconstituted on 2^nd March, 2022 due to changes in the Board of directors of the Company as below:

* Mr. Mahendra G. Prajapati ceased to be Chairperson and Member of this committee and Mr. Arvindkumar Thakkar has been inducted as Chairperson and Member of this committee with effect from 2^nd March, 2022

** Mrs. Bharti NimishBavishiceased to be Member of this committee and Mr. JayeshVimalChellani has been inducted as Member of this committee with effect from 2^nd March, 2022.

# Mr.Radheshyam L. Kabra ceased to be Member of this committee and Mr. JayeshbhaiRaychandbhai Thakkar has been inducted as Member of this committee with effect from 2^nd March, 2022.

The Committee was further reconstituted on 1^st July, 2022 due to changes in the Board of directors of the Company as below:

## Mr. JayeshbhaiRaychandbhai Thakkar ceased to be Member of this committee and Ms. Mansi Jain has been inducted as Member of this committee with effect from 1^st July, 2022.

Details of Investor's grievances/ Complaints:

Mr. Mikil M. Gohil is the Compliance Officer of the Company for the above purpose.

There were no pending requests for share transfer/dematerialization of shares as of 31^st March 2022.

Compliance Officer:

The Compliance officer of the Company was Mrs.Birva H. Patel till 5^th May, 2021. However, She had resigned from the position of Compliance Officer of the Company and Mr.Mikil N. Gohil was appointed as Compliance Officer of the Company with effect from 5^th May, 2021.

Meetings of the Committee:

The Committee duly met 2 times on 14^th August 2021 and 2^nd March 2022.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, The Company does not have any Subsidiary, Joint venture or Associate Company.

The Company has acquired 100% stake in Kavit Infra Projects Private Limited and due to such acquisition, Kavit Infra Projects Private Limited becomes wholly owned subsidiary of the Company and the Company has incorporated one Subsidiary Company namely Powermets Energy Private Limited on 10^th August, 2022 i.e. after the financials year 2021-22 therefore consolidation of accounts and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is a not require to attach this report.

The Company does not have any Joint venture or Associate Company.

i. STATUTORY AUDITORS:

The present Auditors of the Company are M/s. Ambalal Patel & Co., Chartered Accountants, having registration number FRN No.100305W were appointed as Statutory Auditors of the Company to hold office from the conclusion of 33^rd Annual General Meeting (AGM) till the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2023.

There are no qualifications, reservations or adverse remarks made by M/s. AMBALAL PATEL & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31^st March 2022 read with the explanatory notes therein are self explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

During the year 2021-22, no frauds have either occurred or noticed and/or reported bythe Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

However, M/s. Ambalal Patel & Co., Chartered Accountants, having registration number FRN No.100305W has tendered his resignation from the position of Statutory Auditors of the Company from the financial year 2022-23 stating the reason that the Company had shifted its Registered office from Ahmedabad to Vadodara vide Special resolution passed on May 30, 2022 through Postal Ballot. It will not be convenient for them to travel and hence they cannot devote time and resources effectively. Therefore they express thier inability to continue as Statutory Auditors of the Company for the remaining term.

Furhter M/s. M Sahu & Co., Chartered Accountants(FRN No. : 130001W) has been appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of previous Auditor viz. Ambalal Patel & Co., Chartered Accountants. Your board has proposed the appointment of M/s. M Sahu & Co., Chartered Accountants(FRN No. : 130001W) as statutory auditor of the Company from F.Y.2022-23 to F.Y.2026-27.

ii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

iv. INTERNAL AUDITORS

Mr. Badrilal Pungalia & Co. was the Internal Auditor of the Company for F.Y.2021-22. Now the board has appointed M/s Sheetal Samriya & Assocaites, chartered accountant as Internal Auditor as per the provision of Section 138 of the Companies Act 2013.

v. SECRETARIAL AUDITOR

The Company has appointed M/s Nikhil Suchak and Associates, practicing company secretary as secretarial Auditor of the Company for F.Y.2021-22, however M/s. /s Nikhil Suchak and Associates has shown his inability to continues as Secretarial Auditor due to shifting of Registered office and resigned on 17^th May, 2022 thereafter the board has appointed M/s. Vishwas Sharma and Associates, practicing company secretary as secretarial auditor of the Company for F.Y.2021- 22 and 2022-23.

As per the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, our Company needs to obtain Secretarial Audit Report from Practicing Company Secretary and therefore, M/s Vishwas Sharma & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the period ended on 31^st March 2022.

Secretarial Audit Report issued by M/s Vishwas Sharma & Associates, Company Secretaries in Form MR-3, attached and marked as Annexure "C", for the period under review forms part of this report.

The said report contains observation or qualification which is mentioned as below:

Reply:

The Board of Directors would like to inform that Auditors remarks are self explanatory as the said meeting was held on Saturday 28^th August, 2021 and thereafter there were public holidays on Sunday 29^th August, 2021, and Monday, 30^th August, 2021 due to Janmashtami.

Reply:

The Board of Directors would like to inform that the Company inadvertently failed to submit the certificate as required under Regulation 74(5) of SEBI (Depositories and Participants) Regulation, 2021 for the quarter ended on30th June, 2021 and 31st December, 2021 within 15 days from receipt of the certificate of security from the Depository participant. However, the said compliance has been submitted to BSE on July 26, 2021 and on January 30, 2021 for respective quarters.

Reply:

The Board would like to inform that in accordance with Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosures Requirements) regulation, 2015, there were delay of 14 minutes in submitting outcome on BSE. It was unintentionally and due to some hardware and technical issues in the Computers.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, The Annual Return of the Company as at 31^st March, 2022 is available on the website of the Company at www.mercurymetals.in

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-"A". No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores , the Corporate Governance Report is not applicable and therefore not provided by the Board.

STATE OF COMPANIES AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA)in "Annexure- B"as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an Annexure-B to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Director's state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions relating to the constitution of internal complaints committee under the aforesaid Act.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31, 2022, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.

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

Not applicable during the year under review.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.