డైరెక్టర్ల నివేదిక Max Earth Resources Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting their 22^nd Annual Report of the Company together with the Audited Statements of Accounts
for the Financial Year ended March 31, 2025.

The financial results of the company are summarized below:

Particulars	Standalone 2024-25 Current Year	2023-24 Previous Year
Revenue from Operations	1458.72	0
Other Income	226.55	1
Total Revenue	1685.27	1
Total Expenditure	1357.88	34.18
Profit/(Loss) before Prior Period Items & tax	327.39	-33.18
Less: Prior period Items	0	51.06
Profit/(Loss) Before Tax	327.39	-84.23
Less: Taxes
Deferred tax charge (credit)	-2.77	1.99
Profit /(Loss) After Tax	324.62	-86.23
Dividend proposed	0	0
Dividend Distributable Tax	0	0
Add: Balance b/f from the previous year	0	0
Add: Transferred from debenture redemption reserve	0	0
Less: Transfer to Debenture Redemption Reserve (if any)	0	0
Profit (Loss) for the period	324.62	-86.23

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

The standalone total income increased from '' 1.00 lakhs to '' 1685.27 lakhs, an increase of 1,68,427% over the previous financial year.
The standalone Profit After Tax increased from '' -86.23 lakhs to '' 324.62 lakhs, an increase of 476.5% over the previous financial year.

BUSINESS OVERVIEW

Company''s main object is a natural resource-based building materials company. The Company supplies aggregates (crushed stone, sand
and gravel) through quarries / mines and distribution yards to its customers in Jharkhand. Company also provides cement and downstream
products, namely, pavers, Hollow Bricksin vertically-integrated structured markets where as the Company has a leading position in
aggregates. The Company''s heavy-side building materials are used in infrastructure, non-residential and residential construction projects.
Aggregates are also used in Building construction and infrastructure projects and as railroad ballast. The aggregates, paver tiles and
Hollow bricks and paving product lines are reported collectively as the "Building Materials" business and company having business of
towering of telecom industry.

During the financial year under review, following the approval of the Resolution Plan by the Hon''ble NCLT and the induction of the new
management, the management is actively exploring new avenues for growth and revival of the company.

DIVIDEND

To conserve the resources & to meet the company''s future growth plans, your Directors do not recommend any dividend for the financial
year ended March 31, 2025.

RESERVES

During the year under review, no amount has been transferred to Reserves.

TRANSFER OF UNCLAIMED DIVIDEND / DEPOSITS AND SHARES TO INVESTOR
EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years
are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. In this regard,
there are no amounts which are required to be transferred to the Investor Education and Protection Fund by your Company, in accordance
with the above provisions.

DEPOSITS

The Company has neither accepted nor invited any deposits from the public during the financial year 2024-25 pursuant to provisions of
section 73 and 74 of the Companies Act, 2013. There were no unclaimed or unpaid deposits as on March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

CAPITAL STRUCTURE

As on Match 31, 2025, the authorized share capital of the Company is '' 20,00,00,000/- (Rupees Twenty Crores only) divided into
2,00,00,000 equity shares of ''10/- (Rupees Ten only) each.

Pursuant to the approval of the Resolution Plan by the Hon''ble NCLT dated February 07, 2024, the Issued, Subscribed, and Paid-up Share
Capital of the Company, amounting to ''9,19,95,000 comprising 91,99,500 equity shares of ''10 each, shall be reduced in the ratio of 1:10.
Consequently, the total number of equity shares will be reduced to 9,19,950, amounting to ''91,99,500. Further, the Authorized Share
Capital of the Company shall be increased from ''10,00,00,000 to ''20,00,00,000. However, the in-principle approval for the reduction of
share capital is currently pending with the stock exchanges.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Company and hence comments and information as required under section 129 of the
Companies Act, 2013 is not applicable and not required.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

During the Financial Year ended March 31, 2025, all transactions with the Related Parties as defined under the Act read with Rules
framed thereunder, were in the ordinary course of business and at arm''s length basis. During the year under review, your Company did
not enter into any Related Party Transaction which requires approval of the Members. There have been no materially significant related
party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict
with the interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinary course of business on arm''s length basis and
not material, therefore, details required to be provided in the prescribed Annexure - I Form AOC - 2 are not applicable to the Company.
The Policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at following web-link:
www.maxearth.in. The details of the related party transactions are set out in the notes to the financial statements.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the period under review as required under Schedule V read with Regulation 34(2) (e) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been dealt with extensively in a separate section
forming part of the Annual Report.

LISTING

The Equity Shares of your Company are currently listed on BSE Ltd. (BSE) we have ensured the listing fees for the F.Y. 2025 are fully paid
across all platforms where the equity shares of the Company are listed.

CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect
of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding ''10 Crore and Net Worth not exceeding ''25 Crore, as on the last
day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance
shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-2025.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R
111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st
April, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. BOARD OF DIRECTORS:

The Board of Directors of the Company, at present, comprises of 6 (Six) Directors, who have wide and varied experience in different
disciplines of corporate functioning. The present composition of the Board consists of one Managing Director, one Executive Director,
one Whole time director and Three Non-Executive Independent Directors.

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies
Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or
under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The details are as follows:

Sr. No	Name of the Director	Designation
1.	Mr. Amit Anand Vengilat	Managing Director
2.	Mr. Abhilash Kochuparambil Sasi	Executive Director
3.	Mr. Dina Nath Singh*	Whole time Director
4.	Mrs. Bhakti Manish Visrani	Non-Executive Independent Director
5.	Mrs Kinjal Darshit Parkhiya	Non- Executive Independent Director
6.	Mr. Balachandran Nair Sankaran	Non- Executive Independent Director

*Change in designation as whole time director w.e.f. September 04, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company,
Mr. Amit Vengilat (DIN: 07544088) retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself
for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening
the ensuing Annual General Meeting wherever required.

II. KEY MANAGERIAL PERSONNEL (KMP)

The following are the Key Managerial Personnel of the Company has been appointed w.e.f. March 18, 2024 during the financial year
under review:

Name of the KMP	Designation
Mr. Tayappa Marenna Koli	Chief Financial Officer
Mr. Dina Nath Singh@	Chief Executive Officer
Mr. Gokul Bhojwani*	Company Secretary and Compliance Officer

*Appointed w.e.f. May 21, 2024.

@Change in designation as whole time director w.e.f. September 04, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued
thereunder as well as regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force). The same shall be available for inspection upon request by Shareholders.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

MEETING OF INDEPENDENT DIRECTORS

There should be atleast one meeting of Independent Directors in a year, without the attendance of non independent Directors and
members of the Management. One (1) meeting of the Independent Directors of the Company was held on February 12, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:

i. In the preparation of the annual accounts for the Financial year ended March 31, 2025, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the
Profit and Loss of the Company for that period;

iii. The Directors had taken proper and sufficient care 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;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal Financial controls to be followed by the Company and that such internal Financial controls
are adequate and were operating effectively;

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by Directors in Form
DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the Financial Year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the
provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014
that none of the Directors of your Company is disqualified.

The certificate for Non - Disqualification of Directors has been received from Practicing Company Secretary, Amruta Giradkar and
Associates and attached in Annexure V.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Company has a Nomination & Remuneration Policy to ensure a competent Board. The Committee identifies competency gaps,
evaluates candidates, and recommends suitable members. It also fills Board vacancies as needed. The selected candidates are invited
to join the Board and subject to approval of Shareholders.

Additionally, a Nomination & Remuneration Committee has been established to set criteria for board member selection, which includes:
(a) Identification of candidates who are qualified to become directors and senior management personnel (b) Determining the tenure
of independent directors, whether to extend or continue the term of appointment of the independent director, based on the Report of
performance evaluation (c) Formulating a remuneration policy for directors, senior executives, and staff, covering ESOP, pensions, and
other compensations.

The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of Section 178. The aforesaid polices are put up on the
Company''s Website www.maxearth.in.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 ("Act") read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and
are annexed as Annexure III.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year under review the Board of Directors duly met Five (5) times with gap not exceeding the period prescribed under
Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

		Directors Attendance
No	Date of Meeting	No. of Directors eligible to attend	No. of Directors attended
1.	May 21, 2024	5	5
2.	May 25, 2024	5	5
3.	August 07, 2024	5	5
4.	November 14, 2024	6	6
5.	January 01, 2025	6	6
7.	February 12, 2025	6	6

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

(1) Audit Committee

(2) Nomination and Remuneration Committee;

(3) Stakeholders'' Relationship Committee;

1) AUDIT COMMITTEE

The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committee''s role
includes oversight of the financial reporting process, the audit process, the adequacy of internal controls, transactions with related
parties and compliance with applicable laws and regulations. All the recommendations made by the Audit Committee were accepted
by the Board

The Audit Committee has been reconstituted in accordance with the provisions Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 Regulations. The members of the Audit
Committee are financially literate and have the requisite experience in financial management. All the recommendations made by
the Audit Committee were accepted by the Board. The Audit Committee comprises of:

Sr. No	Name of the Director	Designation
1	Bhakti Manish Visrani, Chairman	Independent Director
2	Kinjal Darshit Parkhiya, Member	Independent Director
3	Amit Vengilat, Member	Executive Director

The scope and terms of reference of the Audit Committee is in accordance with the Act and the SEBI (LODR) Regulations, 2015.

During the Financial year ended on March 31, 2025, the meetings of the Audit Committee were held Four (4) times with gap not
exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates of the Audit Meeting are
mentioned below:

		Members Attendance
Sr. No	Date of Meeting	No. of members eligible to attend	No. of members attended
1.	May 25, 2024	3	3
2.	August 07, 2024	3	3
3.	November 14, 2024	3	3
4.	February 12, 2025	3	3

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires and Company Secretary
and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been reconstituted in accordance with the provisions Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 Regulations.
The Nomination and Remuneration Committee comprises of:

Sr. No	Name of the Director	Designation
1	Kinjal Darshit Parkhiya, Chairman	Independent Director
2	Balachandran Nair Sankaran, Member	Independent Director
3	Bhakti Manish Visrani, Member	Independent Director

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and the SEBI
(LODR) Regulations, 2015.

During the Financial year ended on March 31, 2025, the meetings of the Nomination and Remuneration Committee were held
Two - (2) times with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. The dates
of the Nomination and Remuneration Committee are mentioned below:

		Members Attendance
Sr. No	Date of Meeting	No. of members eligible to attend	No. of members attended
1.	August 07, 2024	3	3
2.	February 12, 2025	3	3

Stakeholders'' Relationship Committee;

Post implementation of Approved Resolution Plan, the Stakeholders'' Relationship Committee has been reconstituted in accordance
with the provisions Section 179 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 Regulations. The Stakeholders'' Relationship Committee comprises of:

Sr. No	Name of the Director	Designation
1	Bhakti Manish Visrani, Chairman	Independent Director
2	Balachandran Nair Sankaran, Member	Independent Director
3	Amit Vengilat, Member	Executive Director

The scope and terms of reference of the Stakeholders'' Relationship Committee is in accordance with the Act and the SEBI
(LODR) Regulations, 2015. During the Financial year ended on March 31, 2025, the meetings of the Nomination and Remuneration
Committee were held One (1) time within the period prescribed under Companies Act, 2013 and Rules made thereunder. The date
of the Nomination and Remuneration Committee are mentioned below:

Sr		Members Attendance
No	Date of Meeting	No. of members No. of members eligible to attend attended
1.	February 12, 2025	3 3

BOARD EVALUATION:

The Company has framed a policy for the Appointment of Directors and Senior Management and Evaluation of Directors'' Performance
("Board Evaluation Policy"). The said policy sets out criteria for performance evaluation of Independent Directors, other Non-Executive
Directors and the Executive Director. Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board carries out the performance evaluation
of all the Directors (including Independent Directors) on the basis of recommendation of the Nomination and Remuneration Committee
and the criteria mentioned in the Board Evaluation Policy. The Board decided that the performance evaluation of Directors should be
done by the entire Board of Directors excluding the Director being evaluated and unanimously agreed on the following assessment
criteria for evaluation of Directors'' performance:

• Attendance and active participation in the Meetings;

• Bringing one''s own experience to bear on the items for discussion;

• Governance covering Awareness and Observance; and

• Value addition to the business aspects of the Company.

I. PERFORMANCE EVALUATION OF EXECUTIVE DIRECTOR:

The performance of the MD & CEO is evaluated on the basis of achievement of performance targets/criteria given to him by the
Board from time to time.

II. PERFORMANCE EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND ITS COMMITTEES:

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the Company''s
principle and values, philosophy and mission statement, strategic and business plans and demonstrating this through its action
on important matters, the effectiveness of the Board and the respective Committees in providing guidance to the Management of
the Company and keeping them informed, open communication, the constructive participation of members and prompt decision
making, level of attendance in the Board meetings, constructive participation in the discussion on the Agenda items, monitoring
cash flow, profitability, income & expenses, productivity & other financial indicators, so as to ensure that the Company achieves
its planned results, effective discharge of the functions and roles of the Board, etc.

The performance of the Committees is evaluated by the members of the respective Committees on the basis of the Committee
effectively performing the responsibility as outlined in its Charter, Committee meetings held at appropriate frequency, length of
the meetings being appropriate, open communication & constructive participation of members and prompt decision-making, etc.

DETAILS OF SHAREHOLDERS COMPLAINTS/GRIEVANCES RECEIVED

During the financial year 2024-25, The Company has not received any complaints from the Equity Shareholder relating to non-receipt
of share transfer/bonus certificate, non-receipt of dividend, no receipt of annual report etc.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls
have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability
of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

DISCLOSURE REQUIREMENTS:

RELATED PARTY TRANSACTIONS:

The management team has represented to the Reconstituted Board and taken on record by the Reconstituted Board that during the
year under review, there materially significant related party transactions made by the Company with its related parties disclosed in
Annexure I in Form AOC- 2.

Policy on dealing with related party transactions is available on the website of the company www.maxearth.in

WHISTLE BLOWER /VIGIL MECHANISM

The Company has adopted a "Whistle Blower" Policy and has established the necessary vigil mechanism for employees and directors to
report concerns about unethical behaviour as per the provisions regarding vigil mechanism as provided in Section 177(9) of the Companies
Act, 2013 read with rules framed there under. Further the mechanism adopted by the Company encourages the Whistle Blower to report

genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board. The "Whistle Blower" Policy is available on website of the company www.maxearth.in.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding
or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act, shall comply with
the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required
to constitute a Corporate Social Responsibility Committee.

RISK MANAGEMENT POLICY/PLAN

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit
Committee of the Board reviews the same periodically.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to business objectives. Major risks identified
by the business and functions are systematically addressed through mitigating actions on a continuous basis. They are discussed at the
meetings of the board of directors of the company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.
These are routinely tested and certified by statutory as well as Internal Auditors. Significant Audit observations and follow-up actions
thereon are reported to the Board. The Board of Directors reviews the adequacy and effectiveness of the company''s internal control
environment and monitors the implementation of audit recommendations.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are
centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every
effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the
complaint. The Company has not received any complaint on the SCORES during Financial year 2024-25.

STATUTORY AUDITORS

At the 18^th Annual General Meeting of the Company held on September 30, 2021, the members approved appointment of M/s. S C Mehra
& Associates LLP, Chartered Accountants (Firm Registration No. 106156W) as Statutory Auditors of the Company to hold office for a
period of five years from the conclusion of that Annual General Meeting till the conclusion of the 23^rd Annual General Meeting.

Whereas upon the completion of term of M/s. S C Mehra & Associates LLP, Chartered Accountants, the company has appointed M/s
Jain Vinay & Associates, Chartered Accountants, (FRN: 006649W) as Statutory Auditors of the Company to hold office for a period of
five years from the conclusion of 22^nd Annual General Meeting till the conclusion of the 27^th Annual General Meeting.

The Notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations/
comments. The Auditor''s Report on the standalone financial statements of the Company for the year ended March 31, 2025 forms part of
this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report.

DETAILS OF FRAUD REPORTED BY THE AUDITOR:

As per auditor''s report, no fraud u/s 143(12) has been reported by the Auditor.

SECRETARIAL AUDITOR:

The Board of Directors had appointed M/s. Amruta Giradkar & Associates, Company Secretaries, to carry out Secretarial Audit of the
Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, for the financial year 2024-25. The Report of the Secretarial Auditor for Financial year 2024-25 is
annexed to this report in Annexure IV. There are no adverse observations in the Secretarial Audit Report which call for explanation.

INTERNAL AUDITOR:

At the 01^st Board Meeting of the Company held on May 30, 2025, the Directors approved appointment of M/s. KKAB &Co LLP, Chartered
Accountants, as the Internal Auditor of the Company, for the financial year 2024-25.

The Notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations/
comments. The Auditor''s Report on the standalone financial statements of the Company for the year ended March 31, 2025 forms part of
this Annual Report and there are no qualifications, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the Year Under review, following are the material changes which have occurred between the end of the financial year of the company: -

a) Change of Registered Office: - In order to achieve the effectiveness and efficiency in operations, the registered office of the company
has been shifted. The office has been shifted from 502, 5^th Floor, Timmy Arcade, Makwana Road, Marol, Andheri (East), Mumbai- 400
059 Maharashtra, India to 103, Wellington Business Park 1, Andheri Kurla Road, J.B. Nagar Marol Opp High Swarastra Industrial Estate
Mumbai 400 059, Maharashtra, India w.e.f. January 01, 2025.

b) Change of name of the Company: - In order to align better with the object of the Company, the name of the company has been
changed from "Max Alert Systems Limited" to "Max Earth Resources Limited" w.e.f. August 07, 2024.

There have been no other material changes and commitments affecting the financial position of the Company between the end of the
financial year to which the financial statements relate and the date of report.

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

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the
Company''s operations in the future.

HUMAN RESOURCE DEVELOPMENT

Equipping the Company with a committed and skilled workforce is crucial to our success. We value dedication, expertise, and innovation
in our employees. When assessing capability, we evaluate technical skills and knowledge gained through experience, as well as cognitive
abilities, social skills, and their practical application. We are dedicated to building a pipeline of future talent by investing in their development
and nurturing their growth. To support this, we offer development and training opportunities that motivate and encourage our workforce
to advance in their careers. As on March 31, 2025, the Company had Two (2) permanent employees. Max Earth Resources Limited has
fostered strong, supportive relationships with its employees, which have been instrumental in driving the Company''s growth and success.

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

In accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange earnings and outgo, your Directors furnish hereunder the additional information as required.

A. CONSERVATION OF ENERGY

Information in accordance with the provisions of Section 134(3) (m) read with the Companies (Accounts) Rules, 2014 regarding conservation
of energy does not apply to your Company.

B. TECHNOLOGY ABSORPTION

Your Company has no foreign collaboration, hence no particulars are offered.

C. FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the information relating to the
foreign exchange earnings and outgo are given in the Notes to the financial statements as well as hereunder for the year ended March 31, 2025:

Expenditure in Foreign Currency: NIL
Foreign Exchange Earnings during the year: NIL

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for Sexual Harassment at workplace. The company has adopted a Policy on prevention of Sexual
Harassment in line with the provisions of ''The Sexual Harassment of Women at Workplace.

(Prevention, Prohibition and Redressal) Act, 2013''. Details of complaints received during the year under review are as follows:

a. Number of complaints of sexual harassment filed during the Financial Year: Nil

b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90 days: NA

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no complaint
has been received by the Company from any of the employee in this regard during the year under review.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013
is not applicable to the Company.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures for
environment friendly norms with all necessary clearances.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings
and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency
resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

POSTAL BALLOT

During the year, no postal ballots were held.

ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 and the Rules framed thereunder, as amended, the Annual Return as at March 31,
2025, in the prescribed Form MGT-7 is available on website of your Company at the URL www.maxearth.in.

ACKNOWLEDGEMENT

On behalf of all Directors, Resolution Professional of the Company acknowledges sincere all the employees, customers, investors,
Committee of Creditors, regulatory and government authorities and stock exchanges for their cooperation and support and look forward
to their continued support in future

For Max Earth Resources Limited

(Formerly known as Max Alert Systems Limited)

Amit Anand Vengilat

Date: August 04, 2025 07544088

^{Place: Mumbai} (Managing Director)

---

Mar 31, 2024

The Reconstituted Board of Directors of your Company are pleased to present the 21^st Annual Report, along with Audited Financial
Statements, for the financial year ended March 31, 2024.

Pursuant to the Order dated August 24, 2021 of the Hon''ble National Company Law Tribunal, Ahmedabad ("NCLT Order”), Corporate
Insolvency Resolution Process ("CIR P”) has been initiated against the Company in accordance with the provisions of the Insolvency
and Bankruptcy Code, 2016, ("Code”) and related rules and regulations issued thereunder with effect from August 24, 2021
(Corporate Insolvency Resolution Process Commencement Date) by Interocean Fincap Services Pvt. Ltd. Mr. Rakesh Tulsyan has
been appointed as Interim Resolution Professional ("IRP”) & Resolution Professional ("RP”) in terms of the NCLT Order.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers
along with the management of affairs of the Company are vested with the IRP in accordance with the provisions of Section 17 and
23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The Committee of Creditors (CoC) has approved the Resolution Plan submitted by M/s. Astra Ventures (Successful Resolution
Applicant) by 100% voting at its 14^th Meeting held on July 29, 2022

Hon''ble National Company Law Tribunal its order dated February 7, 2024 ("NCLT Order”), the Adjudicating Authority approved the
resolution plan ("Approved Resolution Plan”) submitted by Astra Venture (Successful Resolution Applicant) for the Company under
Section 31 of the Code. In accordance with the provisions of the Code and the NCLT order, the Approved Resolution Plan is binding
on the corporate debtor and its employees, members, creditors, guarantors and other stakeholders involved in the resolution plan.

As per the Approved Resolution Plan, the monitoring committee was constituted ("Monitoring Committee”) comprising of 3 (Three)
representatives of the existing Resolution Professional and 2(two) persons as representative of Resolution applicant. Accordingly,
the Monitoring Committee was in office for the entire period to which this report primarily pertains. During the CIRP (i.e. between
August 24,2021 and February 7, 2024), the RP was entrusted with the management of the affairs of the Company. The mandate of
the Monitoring Committee was to manage the affairs of the company as a going concern and supervise the implementation of the
Resolution Plan. The Monitoring Committee, at their Closing Meeting held on March 18, 2024, inter-alia reconstituted the Board of
Directors of the Company("Reconstituted Board")and upon conclusion of this Meeting, the Monitoring Committee stood dissolved.

The Reconstituted Board of Directors of the Company is submitting this Report in compliance with the provisions of the Companies
Act, 2013, the rules and regulations framed thereunder ("Act”) and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 ("SEBI LODR Regulations”). The Reconstituted Board is not to be considered
responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and
performance of the management for the period prior to its reconstitution.

1. THE FINANCIAL RESULTS OF THE COMPANY ARE SUMMARIZED BELOW:

PARTICULARS	FINANCIAL YEAR ENDED MARCH 31, 2024	FINANCIAL YEAR ENDED MARCH 31, 2023
Total Revenue	1	0
Profit/(Loss) before Taxation	-74.94	-40.86
Provision for Taxation	-	-
Current Tax	-	-
Deferred Tax	1.99	-
Tax of earlier year	-	-
Profit/(Loss) After Tax	-72.95	-40.86

2. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

The revenue of company for the financial year 2023-24 is ''1.00 lakh. Loss before tax is '' 74.94 lakh in current financial year
as compared to '' 72.95 lakhs for the previous financial year ended March 31,2024. The Company do not have any business
operations during the year under review.

A detailed analysis of financial results is given in the "Management Discussion and Analysis Report”, which forms part of this Report.

3. EFFECTS OF IMPLEMENTATION OF RESOLUTION PLAN

Pursuant to the CIRP Process and implementation of the Resolution Plan, by the following way

(a) Extinguishment of dues of operational creditors - '' 4,77,04,632

(b) Extinguishment of dues of financial creditors - '' 10,04,15,003

(c) Extinguishment of other current and non-current liability - '' 1,62,29,132

4. BUSINESS OVERVIEW

During the year under review, the Company is not doing any business as company is in CIRP. Whereas, Company''s main
object is a natural resource-based building materials company. The Company supplies aggregates (crushed stone, sand and
gravel) through quarries / mines and distribution yards to its customers in Jharkhand. Company also provides cement and
downstream products, namely, pavers, Hollow Bricksin vertically-integrated structured markets where as the Company has
a leading position in aggregates. The Company''s heavy-side building materials are used in infrastructure, non-residential
and residential construction projects. Aggregates are also used in Building construction and infrastructure projects and
as railroad ballast. The aggregates, paver tiles and Hollow bricks and paving product lines are reported collectively as the
"Building Materials" business and company having business of towering of telecom industry.

However, the reconstituted Board of Directors and management of the Company has making significant efforts to strengthen
its base to commence lending activities, by initiating review of its policies and processes, to come out stronger and sharper.

5. DIVIDEND

Due to the operational losses and Compnay under CIRP during the FY 2023-24, the Board of Directors has decided not to
recommend any dividend payment for the year under review.

6. RESERVES

During the year under review, no amount has been transferred to Reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND / DEPOSITS AND SHARES TO INVESTOR EDUCATION &
PROTECTION FUND (IEPF)

There was no amount outstanding to be an unclaimed dividend to investor education and protection fund during the FY 2023¬
2024.

8. DEPOSITS

The Company has neither accepted nor invited any deposits from the public during the financial year 2023-24 pursuant to
provisions of section 73 and 74 of the Companies Act, 2013. There were no unclaimed or unpaid deposits as on March 31,2024.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

10. CAPITAL STRUCTURE

As per the Approved Resolution Plan by Hon''ble National Company Law Tribunal its order dated February 7, 2024
("NCLT Order”), the Company has to made following changes in its capital structure:

i. Reduction of Equity Shares of the Company: The existing Paid Up Equity Capital of the Company shall be reduced to
9,19,950 Equity Share amounting ''91,99,500.

ii. Increased in Authorized Share Capital of the Company: The Authorised Share Capital of the Company has been
reclassified from ''10,00,00,000/-(Rupees Ten Crore only) comprising 1,00,00,000 (One Crore) Equity Share of ''10
(Rupees Ten) each to ''20,00,00,000/-(Rupees Twenty Crore Only) Comprising 2,00,00,000 (Two Crore) Equity Share of
''10(Rupees Ten)each.

iii. Allotment of Equity Shares to Resolution Applicant :

1,25,00,000(0ne Crore Twenty Five Lakhs ) equity shares at ''2/- per share has been allotted on preferential basis for
cash to Resolution Applicant in accordance with the Approved Resolution Plan also allotted 10,00,000( Ten Lakhs) equity
share to identified Investor on Private Placement basis.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Company and hence comments and information as required under section 129
of the Companies Act, 2013 is not applicable.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

During the Financial Year ended March 31, 2024, all transactions with the Related Parties as defined under the Act read with
Rules framed thereunder, were in the ordinary course of business and at arm''s length basis. During the year under review,
your Company did not enter into any Related Party Transaction which requires approval of the Members. There have been
no materially significant related party transactions made by the Company with the Promoters, the Directors or the Key
Managerial Personnel which may be in conflict with the interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinary course of business on arm''s length
basis and not material, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the
Company. The Policy on Related Party Transactions as approved by the Board can be accessed on the Company''s website at
following web-link: http://maxalert.in/Policies/Related%20Party%20Transaction%20Policy.pdf The details of the related
party transactions are set out in the notes to the financial statements.

13. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company during the year.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the period under review as required under Schedule V read with Regulation
34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been dealt with extensively in
a separate section forming part of the Annual Report

15. LISTING

The Equity Shares of your Company are currently listed on SME platform of BSE we have ensured the listing fees for the
FY-2024 are fully paid across all platforms where the equity shares of the Company are listed.

16. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply
in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding ''10 Crore and Net Worth not exceeding ''25 Crore, as
on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate
Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year
2023-2024.

17. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification
No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB
of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 are exempted from the compulsory requirements
of adoption of IND-AS w.e.f. 1^st April, 2017. As our Company is also listed on SME Platform of BSE Limited, is covered under
the exempted category and is not required.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to commencement of the CIRP Process, the powers of the Board of Directors were suspended and were exercised
by the Resolution Professional (RP) in accordance with the provisions of the Code. Hon''ble National Company Law Tribunal its
order dated February 7, 2024 ("NCLT Order”), the Adjudicating Authority approved the resolution plan ("Approved Resolution
Plan”) submitted by Astra Venture (Successful Resolution Applicant) for the Company under Section 31 of the Code. In
accordance with the provisions of the Code and the NCLT order, the Approved Resolution Plan the Board is reconstituted by
monitoring Committee. w.e.f. March 18, 2024

The Board of Directors of the Company at present comprises of 5 Directors who have wide and varied experience in different
disciplines of corporate functioning.The present composition of the Board consist of One Managing Director, One Executive
Director and Three Non-Executive Independent Directors.

The Board received declaration from all the Directors under Section 164 and other applicable provision if, any of the companies
Act 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 ("Act") or
under the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015

The details are as follows:

Sr. No	Name of the Director	Designation
1.	Mr. Amit Anand Vengilat	Managing Director
2.	Mr. Abhilash Kochuparambil Sasi	Executive Director
3.	Mrs. Bhakti Manish Visrani	Non-Executive Independent Director
4.	Mrs Kinjal Darshit Parkhiya	Non-Executive Independent Director
5.	Mr. Balachandran Nair Sankaran	Non-Executive Independent Director

i. KEY MANAGERIAL PERSONNEL (KMP)

The following are the Key Managerial Personnel of the Company has been appointed w.e.f. March 18, 2024 during the
financial year under review:

Name of the KMP	Designation
Mr. Tayappa Marenna Koli	Chief Financial Officer
Mr. Dina Nath Singh	Chief Executive Officer
Mr. Amit Anand Vengilat	Managing Director
Mr. Gokul Bhojwani*	Company Secretary and Compliance Officer

*Appointed w.e.f. May 21, 2024

Declaration By Independent Directors

Mrs. Kinjal Darshit Parkhiya, Mrs. Bhakti Manish Visrani and Mr. Balachandran Nair Sankaran are the Independent Directors
of the reconstituted Board. The Company has received declarations from them confirming that they meet the criteria of
independence as prescribed both under the provisions of Section 149(6) of the Companies Act, 2013 and in terms of Regulation
25 of the SEBI (LODR) Regulations and that they have registered their names in the Independent Directors'' Databank.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the Financial year ended on March 31, 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2024 and of the Profit and Loss of the Company for that period;

iii. The Directors had taken proper and sufficient care 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;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal Financial controls to be followed by the Company and that such internal Financial
controls are adequate and were operating effectively;

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively

20 DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as information by
Directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

21. DISQUALIFICATIONS OF DIRECTORS:

During the Financial Year 2023-2024 under review the Company has received Form DI R-8 from all Directors as required
under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 that none of the Directors of your Company is disqualified.

The certificate for Non - Disqualification of Directors has been received from Practicing Company Secretary, Amruta
Giradkar and Associates and attached in Annexure V

22. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Company has a Nomination & Remuneration Policy to ensure a competent Board. The Committee identifies competency
gaps, evaluates candidates, and recommends suitable members. It also fills Board vacancies as needed. The selected
candidates are invited to join the Board and subject to approval of Shareholders.

Additionally, a Nomination & Remuneration Committee has been established to set criteria for board member selection,
which includes: (a) Identification of candidates who are qualified to become directors and senior management personnel (b)
Determining the tenure of independent directors, whether to extend or continue the term of appointment of the independent
director, based on the Report of performance evaluation (c) Formulating a remuneration policy for directors, senior executives,
and staff, covering ESOP, pensions, and other compensations.

The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178. The aforesaid
polices are put up on the Company''s Website https://www.maxalert.in/FrmOthers.aspx

23. MEETINGS OF THE BOARD OF DIRECTORS

Upon supersession of the Board of Directors of your Company by Hon''ble NCLT August 24, 2021 and initiation of CIRP in
respect of your Company vide Hon''ble NCLT Order dated August 24, 2021, Mr. Rakesh Kumar Tulsyan was appointed as
Interim Resolution Professional (IRP) and was vested with powers of the Board of Directors. Resolution Plan Submitted by
Amit Vengilat (Successful Resolution Applicant) which was approved by the Hon''ble NCLT and order was pronounced by the
Hon''ble NCLT on February 7,2024. As per the Resolution plan, new board has been constituted by the Monitoring Committee
on March 18, 2024.

During the Financial Year under review, the Board of Directors duly met 2 times with gap not exceeding the period prescribed
under Companies Act, 2013 and Rules made thereunder. The dates of the Board Meeting are mentioned below:

		Directors Attendance
Sr No	Date of Meeting	No. of Directors eligible to attend	No. of Directors attended
1	March 18,2024	5	5
2	March 26.2024	5	5

24. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

(1) Audit Committee

(2) Nomination and Remuneration Committee;

(3) Stakeholders'' Relationship Committee;

1) Audit Committee

Post implementation of Approved Resolution Plan, the Audit Committee has been reconstituted in accordance with
the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 with effect from March 18, 2024. The Audit Committee comprises of:

Sr. No	Name of the Director	Designation
1	Bhakti Manish Visrani	Chairman
2	Kinjal Darshit Parkhiya	Member
3	Amit Vengilat	Member

The scope and terms of reference of the Audit Committee is in accordance with the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015.

During the Financial year ended on March 31, 2024, no meetings of the Audit Committee were held.

2) Nomination and Remuneration Committee:

Post implementation of Approved Resolution Plan, the Nomination and Remuneration Committee has been reconstituted
in accordance with the provisions Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation
and Disclosure Requirement) Regulations, 2015 with effect from March 18, 2024. The Nomination and Remuneration
Committee comprises of:

Sr. No	Name of the Director	Designation
1	Kinjal Darshit Parkhiya	Chairman
2	Balachandran Nair Sankaran	Member
3	Bhakti Manish Visrani	Member

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and
the SEBI (LODR) Regulations, 2015.

During the Financial year ended on March 31, 2024, no meetings of the Nomination and Remuneration Committee
were held.

3) Stakeholders'' Relationship Committee;

Post implementation of Approved Resolution Plan, the Stakeholders'' Relationship Committee has been reconstituted in
accordance with the provisions Section 179 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015 with effect from March 18, 2024. The Stakeholders'' Relationship Committee
comprises of:

Sr.No	Name of the Director	Designation
1	Bhakti Manish Visrani	Chairman
2	Balachandran Nair Sankaran	Member
3	Amit Vengilat	Member

The scope and terms of reference of the Stakeholders'' Relationship Committee is in accordance with the Companies
Act, 2013 and the SEBI (LOBR) Regulations, 2015.

During the Financial year ended on March 31, 2024, no meetings of the Stakeholder Committee were held.

25. BOARD EVALUATION:

As Board of Directors were suspended by Hon''ble NCLT, appointment of the Resolution Professional (RP) and subsequent
constitution of the Board at end of the financial year, there were only 2 Meetings of Board and no meetings of committees
were held, hence annual performance evaluation of the Board and its committees was not carried out.

26. DETAILS OF SHAREHOLDERS COMPLAINTS/GRIEVANCES RECEIVED

During the financial year 2023-24, The Company has not received any complaints from the Equity Shareholder relating to
non-receipt of share transfer/bonus certificate, non-receipt of dividend, no receipt of annual report etc.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business.
These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting
controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use
or losses, compliance with regulations.

28. DISCLOSURE REQUIREMENTS:

Whistle Blower /Vigil Mechanism

The Company has adopted a "Whistle Blower” Policy and has established the necessary vigil mechanism for employees and
directors to report concerns about unethical behaviour as per the provisions regarding vigil mechanism as provided in Section
177(9) of the Companies Act, 2013 read with rules framed there under. The "Whistle Blower” Policy is available on website of
the company http://maxalert.in/Policies/Whistle%20Blower%20Policy.pdf

29. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including
its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the
Act, shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not
required to constitute a Corporate Social Responsibility (CSR) Committee.

30. RISK MANAGEMENT POLICY/PLAN

The company has been addressing various risks impacting the company, reviewing the risk management plan and ensuring
its effectiveness. The COC has additional oversight in the area of financial risks and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy/plan has been covered in the Management Discussion and Analysis report

31. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this
system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered
on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during
Financial year 2023-24

32. STATUTORY AUDITORS

M/s. S. C. Mehra & Associates LLP, Chartered Accountants (Firm Registration No. 106156W) are appointed as Statutory
Auditors of the Company, to hold the office from the conclusion of the Annual General Meeting held on September 30, 2021
till the conclusion of the Annual General Meeting to be held in the year 2026.

33. DETAILS OF FRAUD REPORTED BY THE AUDITOR:

As per auditor''s report, no fraud u/s 143(12) has been reported by the Auditor.

34. SECRETARIAL AUDITOR:

The COC had appointed M/s. Amruta Giradkar & Associates, Company Secretaries, to carry out Secretarial Audit of the
Company under the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, for the financial year 2023-24. The Report of the Secretarial Auditor for Financial year
2023-2024 is annexed to this report in Annexure I. The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings. There are no adverse
observations in the Secretarial Audit Report which call for explanation.

35. INTERNAL AUDITOR:

Pursuant to per Section 138 of the Companies Act, 2013 of the Companies Act, 2013, the Company has appointed M/s. KKAB
&Co LLP. Chartered Accountants, as the Internal Auditor of the Company, for the financial year 2023-2024.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to the Approved Resolution Plan, the following key changes have taken place:

(i) Reduction of Equity Shares of the Company: The existing Paid Up Equity Capital of the Company shall be reduced to
9,19,950 Equity Share amounting ''91,99,500.

(ii) Increased in Authorized Share Capital of the Company:

The Authorised Share Capital of the Company has been reclassified from ''10,00,00,000/-(Rupees Ten Crore only)
comprising 1,00,00,000 (One Crore) Equity Share of ''10 (Rupees Ten) each to ''20,00,00,000/-(Rupees Twenty Crore)
Comprising 2,00,00,000 (Two Crore) Equity Share of ''10 (Rupees Ten) each

(iii) Allotment of Equity Shares to Resolution Applicant :

1,25,00,000 (One Crore Twenty Five Lakhs) equity shares at '' 2/- per share has been allotted on preferential basis for
cash to Resolution Applicant in accordance with the Approved Resolution Plan also allotted 10,00,000 (Ten Lakhs)
equity share to identified Investor on Private Placement basis.

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

A petition for initiation of Corporate Insolvency Resolution Process (CIRP) is filed by an operational creditor, and the same
has been admitted against the Company vide NCLT, Mumbai bench order dated 24^th August, 2021 and Mr. Rakesh Kumar
Tulsyan, IP Registration No. IBBI/IPA-001/IP-P01144/2018-19/11970 has been appointed as Interim Resolution Professional
("IRP”) latter confirmed as Resolution professional by Committee of Creditors ("CoC”) to manage affairs of the Company in
accordance with the provisions of the Code.

Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of
Directors were suspended and the same were exercised by IRP/RP.

The Resolution Plan Submitted by the Successful Resolution Applicant (Amit Vengilat) which were approved by the National
Company Law Tribunal and the order has been pronounced on February 7, 2024

38. HUMAN RESOURCE DEVELOPMENT

The Company has not made any human resource development as Company is under CIRP.

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

In accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation
of energy, technology absorption and foreign exchange earnings and outgo, your Directors furnish hereunder the additional
information as required.

A. Conservation of Energy

Information in accordance with the provisions of Section 134(3)(m) read with the Companies (Accounts) Rules, 2014
regarding conservation of energy does not apply to your Company.

B. Technology Absorption

Your Company has no foreign collaboration, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo

As required under Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the
information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements as
well as hereunder for the year ended March 31, 2024:

Expenditure in Foreign Currency: NIL
Foreign Exchange Earnings during the year: NIL
Details of which if any, is enclosed in Annexure II.

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

There was no case filed during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee
at the workplace and have made necessary policies for safe and secure environment for women employees. The Company
has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work
Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints
were received by the Committee for redressal.

41. MATERIAL CHANGES AND COMMITMENTS:

No Material changes and commitments affecting the Financial position of the Company occurred between the end of the
Financial year to which this Financial statement relates and the date of this report.

42. DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013 is not applicable to the Company.

43. ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures
for environment friendly norms with all necessary clearances.

44. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no
Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

45. POSTAL BALLOT

During the year, no postal ballots were held.

46. ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 and the Rules framed thereunder, as amended, the Annual Return as at
March 31, 2023, in the prescribed Form MGT-7 is available on website of your Company at the URL https://www.maxalert.
in/FrmAnnualReports.aspx

47. ACKNOWLEDGEMENT

On behalf of all Directors, Resolution Professional of the Company acknowledges sincere all the employees, customers,
investors, Committee of Creditors, regulatory and government authorities and stock exchanges for their cooperation and
support and look forward to their continued support in future

For Max Alert System Limited

Abhilash Kochuparambil Sasi Amit Anand Vengilat

Date: August 07, 2024 06717763 07544088

^{Place: Mumbai} Executive Director (Managing Director)

---

Mar 31, 2012

To the Members of the Company,

The Directors have pleasure in presenting the Ninth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs.in Lacs)

PARTICULARS YEAR ENDED 31ST MARCH 2012 YEAR ENDED 31ST MARCH 2011

Sales & Projects Income 3,511.77 3,334.56

Profit before Interest, Depreciation & Tax 383.62 310.05

Less :- Interest & Finance Charges 115.72 84.64

Less :- Depreciation 16.86 17.85

Profit before Tax 251.04 207.56

Less :- Provision for Tax 50.03 41.37

Less :- Provision for Deferred Tax -1.34 -6.56

Profit after Tax 202.35 172.75

Balance carried to Balance Sheet 202.35 172.75

YEAR IN RETROSPECT:

The turnover of the company has increased 5.33% from Rs. 3333.08 Lacs in previous year to Rs. 3510.81 Lacs in current year. EBITDA increased by 23.73%fromRs. 310.04 Lacs in previous year to Rs. 383.62 Lacs in current year. PAT increased by 20.95% from Rs. 207.56 Lacs in previous year to Rs. 251.04 Lacs in current year.

DIVIDEND:

With a view to plough back profits in the business, your directors do not recommend any dividend for the year under review and profit after tax is carried forward to next year to augment revenues.

BUSINESS OUTLOOK:

With the availability of the funds, your company has started on the path of exponential growth. Your Company plans to retain its exposure in the providing solutions for fire fighting, BMS and other allied activities.

Yours company through the recently concluded public offering has plans to diversify itself by venturing in to Crushing Plants comprising of two-stage semi portable Crushing Plant and three-stage semi portable Crushing Plant. Your company believes that this line of business presents significant opportunity for the company and enhances the value of shareholders investment and overall profitability of the company. This will also enlarge the area of operations of the company and will be in the interest of the members.

With the initiatives being taken by your company, the Board feels confident of increasing turnover and profit substantially in the ensuing financial years.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Anil Chandra, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) Appropriate accounting policies have been selected and the directors have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-2012 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

AUDITORS &COMMENTS ON AUDITOR''S REPORT

M/s. Ramanand & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and M/s Jain Vinay & Associates is being eligible to offer themselves for appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

Auditors Report

Auditors Report as issued by Ramanand & Associates, Chartered Accountants, is self explanatory and do not call further clarification by Board.

PUBLIC ISSUE AND LISTING:

Your Company came out with an Initial Public Offering (IPO) of 40,00,000 Equity Shares of the face value of Rs. 10 each at a price of Rs. 20 (including share premium of Rs. 10) per Equity Share aggregating to Rs 800 Lacs constituting 43.49% dilution to fully diluted post issue capital. The IPO opened up for subscription on 28/06/2012 and closed on 02/07/2012. The allotment pursuant to this IPO has been concluded on 10/07/2012. The entire Equity Shares of Company has been listed on BSE SME platform.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

As required under Clause - 52 of the SME Listing Agreement of BSE Limited, reports on Management Discussion and Analysis and Corporate Governance together with the Certificate of Auditors on Corporate Governance are provided separately in the Annual report and forms part of Directors report.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review. Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

Sd/-

Place : Mumbai Santhosh Balachandran

Dated :30.08.2012 Director