Autoline Industries Ltd

DEAR MEMBERS,

Your Directors are pleased to present the 28^th Directors' Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL RESULTS

The financial highlights for the year under review compared to the previous financial year are given below:

( In Lakhs except EPS data)

2. TRANSFER TO RESERVES

The Company does not propose to transfer any amount to general reserve.

3. DIVIDEND

Though your Company has earned Profit after Tax

(PAT) of 18.78 Crores during the year, the Board of Directors do not recommend dividend for the financial year 2023-24 as the Board wishes to retain the earnings to meet its financial obligations and for growth. No dividend was declared in the previous year.

4. STATE OF THE COMPANY'S AFFAIRS, FINANCIAL PERFORMANCE AND BUSINESS OVERVIEW

We are pleased to announce our fiscal results for the year, reflecting robust performance and strategic growth initiatives undertaken by the Company. In the financial year ending [current year], our stand-alone revenue stood at 650.74 Crore. The Profitability growth underscores our resilience and ability to navigate challenging market conditions effectively.

Throughout the year, we have remained committed to enhancing stakeholder value and maintaining sustainable growth. Our success can be attributed to the dedication and hard work of our team, supported by the trust and confidence placed in us by our valued stakeholders.

Looking ahead, we are optimistic about the future prospects of the Company. We remain steadfast in our commitment to delivering superior returns and creating long-term value. As we navigate the evolving business landscape, we will continue to innovate and adapt to seize new opportunities and overcome challenges.

We extend our heartfelt gratitude to our customers, employees, and partners for their unwavering support and contribution to our journey. Together, we are well-positioned to achieve even greater milestones in the years to come.

5. ELECTRIC BICYCLES JOURNEY

E-cycles have the potential to become India's one of the best means of mobility. They are also an excellent means of transportation since they mix the convenience of maneuvering on busy streets, enhancing rider experience & keeping one healthy with pedal assist.

The rising popularity of e-cycles is benefiting sector due to lower ownership and maintenance costs. Advancements in charging infrastructure andfocusonrefining battery technology, combining lightweight materials, and investing in marketing campaigns to increase overall sales. As a result of these initiatives, the market is projected to expand, which may fuel the growth of electric bicycles in India in the next few years.

The use of e-cycles has become increasingly popular in India over the past few years. Additionally, growing public awareness of the health benefitsof cycling, increasing traffic congestion in India during rush hours, low maintenance cost and expanding government initiatives to support e-cycle adoption are all contributing to the country's e-cycle adoption.

During the year under review, Company has sold different modelsofE-cycles whichareARAIcertified opportunities for expansion. By to various dealers/distributors across the country.

Company has also initiated discussions with integrators for bulk orders which are expected to convert to sales in FY25.

Company has always strived to attend to Customer feedback & working on to give best service while improvising on every aspect of value chain leading to customer satisfaction. This making AEMPL the first & reliable choice for anyone looking to switch over to eco-friendly transportation.

This commitment to quality reflects in every aspect of these electric bicycles' design – from their durable frames to their efficient batteries making them a reliable choice for anyone looking to switch over to eco-friendly transport options!

Your Company is also working on the development of an indigenized range of electric two-wheeler products.

6. EXPLORING NEW HORIZONS: DIVERSIFICATION INTO EV, CLEAN ENERGY, AND SOLAR SECTORS.

In response to the dynamic shifts within the automotive and energy sectors, Autoline Industries

Limited is embarking on a strategic expansion into Electric Vehicles (EVs), Clean Energy, and Solar technologies. Renowned for our expertise in manufacturing high-quality auto components, this diversification represents a pivotal move towards sustainable growth and leadership in emerging markets.

Autoline Industries Limited recognizes the imperative to adapt and innovate in a rapidly evolving market environment. The global transition towards electric mobility and renewable energy solutions presents significant our decades of experience in precision engineering and robust manufacturing capabilities, we are poised to cater to the escalating demand for EV components, charging infrastructure, and solar energy systems.

At Autoline Industries Limited, we are investing in cutting-edge technologies to enhance our manufacturing processes and product offerings.

Advanced materials, smart manufacturing techniques, and AI-driven automation are central to our strategy, enabling us to deliver efficient and reliable solutions that meet the stringent requirements of EV and solar industries.

The Company has taken comprehensive steps to reduce the Carbon Footprint and accordingly your Company has entered into an agreement an agreement with Hamsa Solar Asset Series 4

Private Limited, a Special Purpose Vehicle (SPV) created under captives scheme, incorporated under incorporated under companies Act 2013.

7. RAISING OF FUNDS THROUGH PREFERENTIAL ALLOTMENT

To mobilize the debt free funds for the purpose of Capacity enhancement including to support the set-up of new plant at Sanand, working capital requirements and General Corporate purposes, the Board of Directors decided to issue and allot

Compulsory Convertible Debentures ("CCDs") and Convertible Warrants ("Warrants") on Preferential

Basis. The Board of Directors at its Meeting held on Friday, Octobe 13, 2023 passed the resolution to offer, issue and allot CCDs Compulsory Convertible

Debentures and Warrants on Preferential Basis.

Further tThe issue of CCDsCompulsory Convertible

Debentures was completed in two tranches through

Board Resolutions details of the issue are as follows:

First Tranche took place on December 28, 2023 in which 26,00,755 (Twenty Six Lakhs Seven Hundred And Fifty Five) Compulsory Convertible Debentures having face value of 102.50/- (Face Value) each at a price of 102.5/- (Offer price) per debenture fully paid up in first tranche out of total 44,12,837 Compulsory Convertible Debentures, carrying an interest at the rate of 12% per annum ("Debentures/CCDs"), payable on half yearly basis were allotted on December 28, 2023 to 46 allottees in First Tranche upon receipt of full subscription amount for raising an amount aggregating upto 26,65,77,387.50/- ( Twenty Six Crores Sixty Five Lakhs Seventy Seven Thousand

Three Hundred & Eighty Seven and fifty paisa only) to 46 allottees

And Second Tranche through Circular Resolution dated January 01, 2024 in which 16,11,482 (Sixteen

Lakhs Eleven Thousands Four hundred and Eighty Two only) Compulsory Convertible Debentures having face value of 102.50/- (Face Value) each at a price of 102.5/- (Offer price) per debenture fully paid up carrying an interest at the rate of 12% per annum

("Debentures/CCDs"), payable on half yearly basis were allotted on January 01, 2024 to 18 allottees in second tranche upon receipt of full subscription amount, carrying an interest at the rate of 12% per annum ("Debentures/CCDs"), payable on half yearly basis for raising an amount aggregating upto

16,51,76,905/- (Rupees Sixteen Crores Fifty One Lakhs Seventy Six Thousands Nine Hundreds and Five only) to 18 allottees.

The terms of issue of CCDs and other details are provided in the notice dated October 13, 2023 of Extra-ordinary General Meeting held on November 7, 2023 for obtaining the approval of the members of the Company.

Allotment of CCDs will be made as fully paid instruments upon receipt of full subscription amount at the time of application.

Rate of Interest on the CCDs is 12% per annum, payable on half yearly basis. The investor is entitled to receive interest until the time the CCDs have been converted into equity shares.

The CCDs shall be allotted in dematerialized form and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

The CCDs shall be unlisted and shall be subject to a lock-in period of one year from the date of allotment as specified in Chapter V of SEBI ICDR Regulations;

The CCDs shall be unsecured;

The CCDs shall not carry any voting rights;

The CCDs shall be converted into equal number of Equity Shares fully paid up of 10/- each of the Company, at a price of 102.50 (including premium of

92.50) i.e. the conversion price as determined as per the applicable provisions of SEBI ICDR Regulations.

The CCDs shall be converted into equity shares either on the request of CCDs holders or compulsorily by the

Company within a period of 12 (Twelve) months from the date of allotment.

The CCD holders (from the time of conversion of

CCDs into Equity Shares) shall also be entitled to any future bonus/ right issues of Equity Shares or other securities convertible into Equity Shares by the

Company in the same proportion and manner as any other shareholders of the Company;

The lock-in of equity shares allotted pursuant to conversion of the CCD's shall be reduced to the extent the CCD's have already been locked-in. viz, equity shares allotted on conversion of CCD's shall stay locked-in for the remainder period until completion of

12 months from date of allotment of CCDs.

The equity shares to be so allotted on conversion of CCDs shall be in dematerialized form and shall be subject to lock-in, if any, as explained in point x above in terms of the provisions of SEBI ICDR Regulations and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company, and shall rank pari passu in all respects including dividend, with the existing Equity Shares of the Company;

Further the Company also issued and allotted 22,00,000 (Twenty Two Lakhs only) warrants on

January 01, 2024, each warrant is carrying a right/ entitlement to convert or exchange for 1 (One) fully paid-up equity share of the Company of face value of 10 (Rupees Ten only) each, at a price of 102.50

(Rupees One Hundred Two and Fifty Paise only) per warrant ("Warrant Issue Price") (including the warrant subscription price and the warrant exercise price) payable in cash aggregating upto 22,55,00,000 (Rupees Twenty Two Crores Fifty Five Lakhs Only) to the below mentioned proposed allottees ("Warrant

Holders") on such other terms and conditions and in such manner as specified in the notice dated

October 13, 2023 of Extra-ordinary General Meeting held on November 7, 2023 for obtaining the approval of the members of the Company.may be approved or

Mr. Shivaji Akhade (Promoter) 1100000 warrants amounting to 11,27,50,000/-

Mr. Sudhir Mungase (Promoter) – 1100000 warrants amounting to 11,27,50,000/-

8. NEW SET-UP AT SANAND

Tata Motors offered Business opportunity if we set up Mfg Facilities in Sanand, Gujarat ("TML") to set up a facility at Sanand, Gujarat to cater the need of automobile parts and components for Tata Motors. Accordingly a new state of art Industry 4.0 enabled facility has been established on thre

Plot. Your Company post-pandemic grabbed every opportunity in the automotive and non-automotive sectors and accepted the business proposition with Tata Motors Ltd. and Non-Tata Motors

Limited customers in order to continue growing with the market.

Over the Past 3 yrs, the strategic focus has been on optimizing efficiency, Plant Rationalization product quality, fostering innovation through technology integration, adapting workforce capabilities, streamlining supply chain processes, and elevating customer experience.

One of the pivotal achievements in this period has been the optimization of processes leading to increased productivity and reduced operational costs.

Through meticulous analysis and implementation of data-driven insights, the facility has successfully enhanced product quality and consistency.

This achievement is underscored by the integration of advanced technologies and the adoption of new business models, which have opened up novel opportunities and strengthened the facility's competitive edge in the market.

Looking ahead, the Sanand facility is poised for further expansion and development in the coming 12 months. The planned expansion includes the addition of advanced robotic systems such as Spot Welding Robots and MIG Welding Robots, primarily for Body in White (BIW) operations. This expansion aims to bolster production capabilities and meet growing market demands efficiently.

9. MANAGEMENT DISCCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 forms part of this Directors' Report.

AIPL is engaged in land acquisition and development activities and has foreign investment. It owns and possess 113.02 acres of land parcel at Mahalunge, Chakan, Pune, has magnificent potential.

During the period under review, AIPL has not contributed to the performance of the

Company since there is no other activity in AIPL except to monetize/develop the land which is under consideration.

As posted in the last Annual Report on land monetization project, the Company was in discussion with House of Hiranandani (HoH),

Mumbai based developer ("Developer") for the development of logistics/industrial parks on the land of apprx. 100 acres owned by AIPL, however, both parties had cancelled the discussion due to procedural and technical stalemate. During the year the Company was engaged in conversation with the ESR Advisers India Private Limited ("ESR") for the Sale of their Equity Stake in Autoline Industrial Parks Limited, a Material

Subsidiary of the Company. However, the said discussion could not proceed on account of technical reasons and it has been cancel.

In view of the past experience of joint development which could not materialise, the Board decided to divest its stake. Accordingly, SPA has been entered with MNSC Realty Private Limited( the

Company). As per the SPA, Your Company has received an advance of 44 Crores during the FY 2023-24. Balance consideration expecting to be received during FY 2024-25.

As a wholly owned subsidiary of Autoline, ADSL has become a leading provider of engineering and designing software services to the Company.

With their multifaceted approach to engineering solutions, they are able to provide customers with one-stop complete solutions for all their needs. From design concepts to rapid prototype manufacturing, ADSL is always ready to deliver quick and efficient results.

The engineering and design segment is an ever-growing industry with enormous potential. The demand for innovative designs and efficient solutions is constantly increasing in all the sectors and the uptick in Auto sector will open up tremendous demands for these kinds of Services and ADSL is well posed to grab these opportunities.

ADSL has been actively working on expanding its customer base by offering offshore and onsite engineering services and high-quality business solutions that cater to various industries such as automotive, railway, defense, white goods, consumer electronics etc. Their extensive experience in these sectors means that they can provide valuable insights into the latest trends and innovations within those fields.

ADSL's commitment towards innovation and excellence has allowed them to stand out as a reliable partner for any Company looking for top-notch engineering software services.

As they continue exploring new opportunities in emerging markets like E-vehicles or GPS systems while also maintaining strong partnerships with well-known OEMs like Ashok Leyland or Tata

Motors it seems clear that there will be many exciting developments ahead!

One such successful endeavor by ADSL was the assistance in manufacturing and launch of E-cycles in the market. With their design support and technical assistance, ADSL helped the Company to manufacture electric cycles that met high-quality standards while being cost-effective. ADSL's experience also extends to testing and validation services for major automobile manufacturers like Ashok Leyland, Tata Motors as well as Autoline among others.

This proves that ADSL's capabilities go beyond just designing software; they are also proficient in delivering comprehensive services related to engineering solutions.

During the year under review, ADSL achieved a revenue of 4.6 Crores (increased compared to previous year) with a net loss of 64 Lakhs (before exceptional items and Tax). During the year under review despite the fact that all revenue is generated from business performed for the

Company, it provides the comfort of in-house availability of engineering design capabilities to the Company's customers, directly contributing to the Company's performance.

By releasing E-cycle onto the market, the

Company has entered directly in the EV industry. On March 4, 2022, the Company established one specific subsidiary, Autoline E-Mobility Private Limited, taking into account potential opportunities in this industry and E-cycle segment of the Company is being carried on under this Company.

During the year under review, AEMPL achieved a revenue of 0.52 Crores with a net loss of 89

Lakhs and to that extent it contributed to the consolidated results of the Company.

Your Company had acquired 100% stake in

Koderat Investments Limited in September, 2008 ("Koderat") a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further "Koderat" invested funds in "SZ Design Srl" and "Zagato Srl" Italian limited liability companies, Milan and acquired 49% equity share capital of said Italian companies. These companies were into the business of developing, designing and providing engineering services.

The net worth of SZ Design Srl has been eroded due to various write-offs. SZ Design Srl has been declared bankrupt by the Tribunal of Milan on

January 2, 2015 and the judiciary receiver has been appointed by the Bankruptcy Tribunal and the investment in this Company was impaired to Nil as not realizable. The net assets value of Zagato Srl has turned negative due to incurring losses in previous years and it was declared voluntarily in liquidation. The Shareholders' meeting of Zagato S.r.l. has resolved to exclude

Koderat as a shareholder. The resolution has been registered in the Registrar office, Cyprus and now Koderat is no more shareholder of

Zagato Srl. Koderat is a Special Purpose Vehicle ("SPV") and due to above-mentioned reasons, it has not contributed directly to the performance of the Company during the year under review.

A Report on the performance and financial position of each of the subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies

(Accounts) Rules, 2014 in Form AOC-1 is annexed as "Annexure -A" and forms a part of this Annual Report.

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)

Rules, 2014, the Annual Return for FY 2023-24 is available on Company's website at the following link: http://www.autolineind.com/annual-reports/

The Board of Directors of our esteemed Company is duly constituted in compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, ensuring a balanced mix of executive, non-executive, and independent directors. This composition is meticulously structured to uphold governance standards and foster strategic oversight.

In accordance with the provisions stipulated in the Companies Act, 2013 and the Company's

Articles of Association, Mr. Shivaji Tukaram Akhade (DIN: 00006755), our esteemed Managing Director, is scheduled to retire by rotation at the forthcoming

Annual General Meeting. Recognizing his valuable contributions and in alignment with his eligibility, Mr. Akhade has expressed his candidacy for re-appointment.

To induct the next generation of the Promoters, the Board at its meeting held on August 31, 2024 has appointed a young, passionate and qualified engineer

Ms. Aishwarya Akhade as an Additional Director, daughter of Mr. Shivaji Akhade, Managing Director and Promoter of the Company and she will assume office as an Non- Executive Director on conclusion of this AGM and subject to the approval of shareholders at their ensuing meeting she will assume the office Executive Director w.e.f. February 1, 2025. During the previous meeting of the Board convened on May 25, 2024, the Board has appointed Mr. Kishor Kharat as an Additional Director in the category of an Independent Director for his first term of five years and the Board at its meeting held on

August 31, 2024 has appointed Mr. Vinayak Janardan

Jadhav as an Additional Director in the category of an Independent Director for his first years subject to the approval of shareholders at their ensuing meeting. These appointments underscores our commitment to bolstering the Board with individuals possessing exemplary credentials and a wealth of relevant experience and retain strong combination of executive and non-executive directors on the Board with two women directors .

Furthermore, Mr. Siddarth Razdan has assumed the role of Nominee Director on our Board, succeeding Mr. Sridhar Ramachandran. Mr. Razdan represents the esteemed IndiaNivesh Renaissance Fund,

The Board has promoted, Mr. Venugopal Rao

Pendyala as Chief Executive Officer & Chief Financial officer of the Company with effect from June 1, 2024.

The Board has appointed Mr. Uttam Kumar Biswas as

Chief Financial Officer of the Company with effect from

August 10, 2024 since, Mr. Venugopal Rao Pendyala has resigned from the post of Chief Financial Officer of the Company. CS Shilpa Walunj resigned from the post of Company Secretary & Compliance Officer of the Company on October 13, 2023. Board of Directors appointed CS Vinod Sharma, as the Company Secretary &

Compliance Officer effective from December 28, 2023

& CS Vinod Sharma resigned from the post of Company

Secretary & Compliance Officer of the Company on

August 14, 2024 and the Board of Directors appointed

CS Pranvesh Tripathi, as the Company Secretary & Compliance Officer effective from August 16, 2024.

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: i) In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable

Accounting Standards have been followed along with proper explanations relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on

March 31, 2024 and of the profit of the Company for that period.

iii) The Directors have 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 have prepared the annual accounts on a going concern basis.

v) The directors have laid down internal financial controls to be followed by the Company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively, which are being further strengthened.

In the recent reporting period, the Company conducted a series of Board meetings and committee gatherings, starting with Board meetings on April 13, April 28, May 18, June 1, June 22,

August 13, October 13, November 8, December 28,

2023, and February 10, 2024. Each of these sessions involved a total of six Directors, including three independent directors.

Concurrently, several committee meetings were held within the same timeframe. The Audit Committee convened on May 17, August 12, November 7, 2023, and February 9, 2024, with a consistent attendance of three directors, including two independent members. Likewise, the Nomination and Remuneration

Committee met on November 8 and December 28, 2023 and February 9, 2024, ensuring active participation from all three committee members, including two independent directors.

Additionally, the Stakeholders Relationship Committee held meetings on May 18, August 13, November 8,

2023, and February 9, 2024, with full attendance from its three directors, including two independent members. Throughout these committee sessions, no external members participated. These gatherings highlight the Company's commitment to robust governance and comprehensive oversight across its

Board and committee functions.

Mr. Prakash Nimbalkar, (DIN: 00109947), Mr. Vijay Thanawala, (DIN: 00001974), Mr. Kishor Kharat (DIN: 07266945)^*, Vinayak Janardan

Jadhav (DIN: 02312072)^* and Ms. Rajashri Sai,

(DIN: 07112541) are the Independent Directors on the

Board of the Company contemplated in section 149(6) of the Companies Act, 2013.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,

2013 ("Act") and Clause 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and that they are not debarred from holding the office of director by virtue of any SEBI order. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company familiarizes the Independent Directors through various Programs with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such familiarisation programs are put on the Company's website and can be accessed at the link http:// www.autolineind.com/code-of-conduct-policies

Pursuant to Section 178 (2) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of Individual

Directors including the Chairman of the Board who were evaluated on various parameters such as level of engagement, contribution and independence of judgment as per the criteria formulated by Nomination

& Remuneration Committee; thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance was evaluated on the basis of 1-5 scores (Min: 1, Max: 5) each on the basis above parameters.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Annual evaluation of the performance of the Board and its committees such as Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee were carried out. The Directors expressed their satisfaction with the evaluation process.

Your Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to the appointment of directors including criteria for determining qualifications, positive attributes, independence of directors, remuneration for the directors, key managerial personnel and other senior employees etc. and thereafter the Board approved the same.

In compliance with Section 178(4) of the Companies Act, 2013 and the rules made thereunder, the salient features of the Nomination and Remuneration Policy of the Company and its web link are given as under.

The Nomination and Remuneration Policy of the Company is framed in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Policy extensively provides for the identification of the persons who are qualified to become Directors of the

Board and those who may be appointed in the Senior Management in accordance with the criteria laid down and recommend to the Board their appointment.

The policy also provides that the Nomination and Remuneration Committee shall ensure that the level and composition of remuneration is reasonable and is sufficient to attract, retain and motivate Directors and the employees of senior management.

The Policy provides that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives. The policy also has the unique feature of providing Directors, Key Managerial Personnel and

Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

The complete policy is available at http:// www.autolineind.com/code-of-conduct-policies/

The Non-executive Directors have no pecuniary relationship or transactions with the Company. Further, the Company makes no payments to the

Non-executive Directors other than sitting fees which is in accordance with the provisions of the Companies

Act, 2013 and the Rules made there under.

The Nomination and Remuneration Committee in its meeting held on May 24, 2024 recommended to pay Commission of 1% to the Independent Directors for the services rendered to the Company in previous many years as the Company has not paid remuneration in past many years other than sitting fees to the Independent Directors due to incurring of losses.

Your Directors have formed a Risk Management

Committee chaired by Mr. Prakash Nimbalkar

(DIN: 00109947). During the year your Company has reconstituted the committee and added management members in order to strengthen the committee's oversight of the risk management process, ensure that the Company is taking the proper steps to mitigate risks, and enhance the overall risk management framework of the Company. In the Company's

Corporate Governance Report, a detailed composition is provided. In order to reflect the most recent risk management best practices and standards, your Company has updated its risk management policy. To address all facets of risk management, the amended policy has been made more thorough. The policy has been expanded, made more clear, and is now enforceable, all of which will make it easier to verify that the business is taking the proper precautions to reduce risks and safeguard its assets.

The Management has established sufficient and efficient procedures and resources for risk management. The Risk Management Committee's reorganization is a critical step in strengthening the Company's risk management structure.

With the addition of management representatives, the committee will have the knowledge and experience required to efficiently supervise the Company's risk management initiatives. The committee is committed to ensuring that the Company is taking the appropriate measures to mitigate risks

Your Company has not yet identified any risk factors that could imperil its survival, with the exception of the general, economic, and business risks stated under the para-Risks and Mitigation Strategies in

Management Discussion and Analysis Report, which is a part of this Annual Report.

According to the size, scope, and complexity of its operations, your Company has an internal control system. The Internal Auditors / Audit Department monitors and evaluates the organization's adherence to operational systems, accounting procedures, and policies at all of the Company and its Subsidiaries' locations, as well as the effectiveness and sufficiency of internal control systems. Based on the report from the internal audit function and internal auditors, the Board has advised the functional heads and process owners to take corrective action in order to improve the controls.

Board is actively progressing towards launching our inaugural CSR activities. Currently, efforts are underway to identify an appropriate Implementing Authority and to pinpoint projects aligned with CSR rules and Schedule V of the Companies Act, 2013

Because your Company has suffered losses over the past few fiscal years, Section 135(5) and 135 (6) of the

Act does not apply to the Company, hence Company has not carried out CSR activities in accordance with

Section 135 of the Companies Act 2013.

Corporate Social Responsibility forms a pivotal part of our corporate ethos, underscoring our commitment to contributing positively to society beyond statutory requirements. Our forthcoming CSR initiatives aim not only to comply with regulatory frameworks but also to leverage our resources to effect meaningful social change. As we embark on this journey, we recognize the importance of strategic alignment and impactful execution, ensuring that our CSR efforts create sustainable value for the communities we serve.

Moving forward, we are dedicated to transparently communicating our CSR activities, achievements, and impacts through our annual reports and other relevant channels. Our overarching goal is to foster enduring partnerships and collaborations that drive sustainable development and enhance societal well-being.

Your Company has formulated an Audit Committee, the members of which are listed in the Corporate

Governance report along with other information. The Board regularly receives recommendations from the Audit Committee. The Board carefully considers those suggestions. However, during the year under review, there have not been any occasions where the Audit Committee's recommendations were not followed by the Board.

M/s. Sharp & Tannan Associates, Chartered

Accountants, as the Company's Statutory Auditors

Provided Following:

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the

Statutory Auditors in his Report.

The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of

Company Secretaries of India (ICSI).

Your Board engaged M/s. KANJ & Co. LLP, Company

Secretaries, Pune, a firm of Practicing Company Secretaries, for the purposes of Secretarial Audit for the year ended March 31, 2024, in accordance with Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report in terms of Section 204 (1) enclosed in Annual Report.

The Secretarial Auditors in their Secretarial Audit

Report have observed that:

Foreign Exchange Management Act, 1999

The Company has not filed Annual Performance Report of its wholly owned subsidiary Koderat

Investments Limited, Cyprus for the financial years 2018-19, 2019-20, & 2020-21, 2021-22, 2022-23 & 2023-24. Thus to that extent it has not complied with

Regulation 15 of the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2000.

Comments by the Board of Directors: Koderat

Investment Limited is acting as special purpose vehicle and acquired 49% stake of "SZ Design SRL" and "Zagato SRL" Italian Limited Liability companies and these companies are into liquidation/ bankruptcy stage and the audited accounts of these companies for the relevant period were not released and made available to the Company on time us and therefore the Audit of Accounts for Koderat Investment Limited for the financial years 2018-19, 2019-20, & 2020-21, 2021-22, 2022-23 & 2023-24 is yet not completed and Annual Performance Report arehas not filed. The Company will file the same immediately after receipt of Audited Accounts of Koderat

Investment Limited.

Since the previous

Singhi Advisors LLP, Chartered Accountants in Mumbai, has served as the Company's internal auditor. The internal auditors carried out a thorough audit and looked at a number of things, such as related party transactions, inventory management, human resources and payroll, and so forth. They have provided their observation while carrying out the internal audit along with solutions and remedial actions in order to improve overall effectiveness and efficiency in the pertinent domains.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013

A whistleblower policy (WBP) is a safeguard that your Company has in place to address any instances of fraud and poor management. The Whistle Blower

Policy's specifics are covered in the Corporate Governance Report and are also available on the

Company website.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the

Financial Statements.

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 under chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

All related party transactions that entered into during the financial year were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their associates /relatives which may have a potential conflict with the interest of the

Company at large.

The Related Party Transactions were approved by the Audit Committee and also by the Board, wherever necessary. The Audit Committee has granted omnibus approval for related party transactions that were repetitive in nature by following the requirements as laid down in the Companies Act and Rules made thereunder and Clause 23 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A quarterly statement of Related Party Transactions is being placed before the Audit Committee for review and noting.

The Company has not entered into any transactions with related parties during the year under review which require reporting in Form AOC-2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The policy on Related Party Transactions and the Policy on Determination of

Material Subsidiaries as approved by the Board is also uploaded on your Company's website.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Other Matters passed by i. No significant the Regulators or Courts or Tribunals which will impact the going concern status and Company's operations in future.

ii. The Company has in place an Anti-Sexual

Harassment Policy in line with the requirements of The Sexual Harassment of Women at the

Workplace (Prevention, Prohibition & Redressal)

Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) were on an arm's length basis and of the Company and its associates are covered under this policy.

During the year under review, there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. iii. The Company has not issued Equity Shares with differential rights as to Dividend,

Voting or Otherwise. iv. The Company has not issued shares (including

Sweat Equity Shares) to Employees of the Company under any Scheme. v. There has not been any change in the nature of business of the Company during the year under review. vi. A disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the

Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained – The business of the Company does not fall under any of the sector mentioned in The Companies (Cost Records and Audit) Rules, 2014 read with the Section 148 of the Companies Act, 2013. Hence maintenance of cost record is not applicable to the Company vii. There is no application made or any proceeding pending under Insolvency and Bankruptcy

Code against the Company during the year under review.

viii. 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.

A special section on the corporate governance practices used by your Company is included in this annual report in accordance with the SEBI (Listing

Obligations and Disclosure Requirement) Regulations,

2015, together with a certificate from the Practicing

Company Secretary attesting to compliance.

The Board has established a Code of Conduct for all Board Members and Senior Management of the Company in accordance with the SEBI Regulations. The Company's website has a copy of the Code of Conduct posted there. Senior Management

Personnel and all Board Members have confirmed conformity with the Code.

The Consolidated Financial Statements of your Company prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable and forms part of this Annual Report.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-B & C".

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under:

A statement containing particulars of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 is given in an annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and Financial Statements are being sent to the Members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during business hours. Any member interested in obtaining said annexure may write email to investorservices@autolineind.com.

The name of every employee whose remuneration aggregated to 1.02 Crores per annum or 8.50 lakhs per month during FY 2023-24: NIL

During the year under review, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration which in the aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole Time Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity equity shares of the Company.

Mr. Sudhir Mungase (Whole-time Director) and Mr. Shivaji Akhade (Managing Director) are related to each other and Mr. Sudhir Mungase is a brother-in-law. Aishwarya Shivaji Akhade is daughter of Mr. Shivaji Akhade and niece of Mr. Sudhir Mungase except for this there is no inter se relationships between the Directors.

Your Directors express their sincere appreciation for the support and cooperation received from various Central and State Government Departments,

Customers, Vendors, and Lenders, particularly Bank of Baroda, J M Financial Asset Reconstruction Company Limited, and Tata Motors Finance Solutions Limited for their ongoing assistance and support during a very trying time for the Company. The Company's shareholders' support and trust are also gratefully acknowledged by the directors. The directors also want to publicly express their sincere gratitude for the unwavering dedication and dedicated work of all of the Company's workers & staff.