Automobile Corporation Of Goa Ltd

TO THE MEMBERS,

The Directors are pleased to present herewith the Forty Fifth Annual Report of Automobile Corporation of Goa Limited ("The Company") along with the Audited Financial Statements for the Financial Year ("FY") ended March 31, 2025.

1. Financial Highlights:

2. Company?s Performance

In the FY 2024-25, the Company demonstrated robust growth in the performance. The revenue of the Company surged to Rs. 66,076.74 lakhs, marking a substantial 13% increase over the revenue of Rs. 58,434.15 lakhs in FY 2023-24. This significant growth is attributed to the successful implementation of strategic initiatives and the Company's strong operational execution.

The Profit after Tax (PAT) attributable to shareholders for the FY 2024-25 stands at Rs. 4697.29 lakhs, showcasing an impressive growth rate of 26% compared to the PAT of Rs. 3,742.18 lakhs recorded in FY 2023-24. This remarkable increase in profitability underscores the Company's commitment to delivering sustainable value to its Shareholders through continuous improvement initiatives and effective cost management strategies.

The bus segment has maintained its dominance in contributing to the Company?s revenue and profit. The proportion of bus division?s revenue in the total revenue of the company clocked 90% during the year under review. A large portion of our workforce is operating in the bus segment at Goa. Revenue from the Bus and Pressing segment has grown sharply as compared to last year mainly due to an increase in demand for the commercial vehicle passenger segment.

3. Declaration and Payment of Dividend

The Company has a strong track record of rewarding its shareholders. An interim dividend of Rs. 5.00 per equity share (50%) was paid to equity shareholders on February 20, 2025. Building on this, the Board is pleased to recommend final dividend of Rs. 20/- per equity share (200%) for FY 2024-25. This recommendation is a reflection of the Company's improved financial performance and its commitment to enhancing shareholder value.

The final dividend, subject to approval by the Members at the upcoming Annual General Meeting (AGM), will be paid to shareholders whose names appear on the register of Members as of June 25, 2025. The total dividend payout, including both the interim and final dividends, amounts to Rs.1522.15 lakh. This represents a payout of 32.40% of the current profit after tax for FY 2024-25, compared to 32.54% in the previous FY 2023-24. Thus, the aggregate dividend for the FY 2024-25 is Rs. 25/- per equity share (250%).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members with effect from April 1, 2020. Consequently, the Company is required to deduct tax at source from the dividend paid to the Members at the prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date: The Register of Members and Share Transfer Books of the Company will be closed from June 26, 2025 to July 2, 2025 (both days inclusive) and the Company has fixed June 25, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2025.

4. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25, in the statement of profit and loss. This decision aligns with the company's strategy of strengthening its financial position and supporting future growth initiatives.

5. Share Capital

The paid up equity share capital as on March 31, 2025 was Rs.6,08,86,220/- divided into 60,88,622 equity shares of face value of Rs.10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, and has not granted any stock options.

6. Subsidiary Companies

The company does not have any subsidiary, associates, or joint venture companies within the meaning of Companies Act, 2013.

7. Directors? Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company?s internal financial controls were adequate and effective during FY 2024-25.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. they 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 at the end of the financial year and of the profit of the Company for that period; iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Vishal Badshah (DIN: 10106666) Non-Executive, Non-Independent Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking members approval for his re-appointment forms part of the Notice.

The Board of Directors on the recommendation of Nomination and Remuneration Committee and in accordance with the provisions of Act, Articles of Association and SEBI Listing Regulations, has appointed Mrs. Sandhya Kudtarkar (DIN: 00021947) as an Additional Director in the capacity of Non-Executive, Independent Director of the Company w.e.f. January 17, 2025.

On March 24, 2025, the shareholders, through postal ballot, approved the appointment of Mrs. Sandhya Kudtarkar as an Independent director of the company not liable to retire by rotation, for a term of 5 (Five) years w.e.f. January 17, 2025.

During the period under review, Mr. Rohit Srivastava (DIN: 07910693) resigned as Non-Executive Non-Independent director of the company w.e.f. May 11, 2024.

Mrs. Vaijayanti Pandit (DIN: 06742237) ceased to be the Independent Director of the Company with effect from October 20, 2024.

The details as required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standard-2 on General Meetings are mentioned in the Notice of AGM, forming part of the Annual Report.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors? Databank maintained with the Indian Institute of Corporate Affairs (‘IICA?) in terms of Section 150 of the Act read with Rule 6 of the Companies

(Appointment & Qualification of Directors) Rules, 2014, as amended. They are also in compliance with the requirement of Online Proficiency self-assessment Test.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committees of the Company.

None of the Directors of the Company are disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

The resolutions seeking approval of the Members for appointment/re-appointment of Directors of the Company forms part of the notice convening 45th Annual General Meeting. The Board recommends their appointment/re-appointment at this Annual General Meeting.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel ("KMPs") of the Company during FY 2024-25 were:

1. Mr. Pranab Ghosh – CEO & Executive Director

2. Mr. Raghwendra Singh Butola – Chief Financial Officer 3. Mr. Mitesh Gadhiya - Company Secretary 4. Mr. Sanjay Chourey- Compliance Officer* *Resigned with effect from March 18, 2025

9. Meetings of the Board

The Board of Directors held 5 (five) meetings during the FY 2024-25. For details, please refer to the Report on Corporate Governance, which forms part of this Annual Report.

10. Board Evaluation

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the Provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and Individual Directors were also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11. Familiarisation Programme for Independent Directors

The Company maintains a structured familiarisation programme for Independent Directors, providing them with insights into the company's business operations, industry dynamics, regulatory, environment, and governance framework. This programme enhances the effectiveness of Independent Directors in fulfilling their roles and responsibilities. Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance Report for detailed analysis.

12. Policy on Directors? Appointment and Remuneration and other Details

The Company?s policy on Directors? appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website of the Company at https:// acglgoa.com/wp-content/uploads/2025/05/Final-ACGL-Remuneration-Policy-for-Directors-KMP.v2.pdf

13. Internal Financial Control Systems and their Adequacy

The Company?s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the financial statements are adequate.

Other details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

14. Committees of the Board a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee e. Risk Management Committee f. Capital Investment Committee

The details including the composition of the committee (terms of reference/ attendance) are included in the Corporate Governance Report, which forms part of this report.

15. Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Shivaram Bhat, Practising Company Secretary, to conduct the Secretarial Audit of the Company for the year ended March 31, 2025. The Secretarial Audit Report in Form No. MR-3 for the FY 2024-25 is annexed herewith as Annexure III and forms part of this report. The secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

16. Statutory Auditors

M/s. BSR & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101248W/W-100022) were reappointed as the Statutory Auditors of the Company for a tenure of five years commencing from the conclusion of the 42nd AGM of the Company until the conclusion of the 47th AGM of the Company to be held in the year 2027. The Statutory Auditor?s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

17. Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

18. Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The 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 has been covered in the Management Discussion and Analysis, which forms part of this report.

19. Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given and investments made during the year under review in accordance with Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

20.Particulars of Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the FY 2024-25 with related parties were on an arm?s length basis and in the ordinary course of business and approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus approval by the Audit Committee.

As per the SEBI Listing Regulations, if any Related Party Transactions ("RPTs") exceeds Rs. 1,000 crore or 10% or 5% (payment towards royalty fees) of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in details of transactions with related party as per Form AOC-2 are provided in Annexure I to this report.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company's website at

- https://acglgoa.com/wp-content/uploads/2025/05/ ACGL-revised-RPT-Policy-01042022.pdf.

Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the shareholders on material related party transactions is being placed at this AGM.

21. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility ("CSR") policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The CSR policy is available on website of the Company at https://acglgoa.com/wp-content/ uploads/2025/05/Contents-of-the-CSR-Policy-Jan-2017.pdf

22. Investor Education and Protection Fund

For details on transfer of unclaimed/ unpaid amount/ shares to Investor Education and Protection Fund ("IEPF"), please refer Corporate Governance Report on 'Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund?.

23. Management Discussion and Analysis

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

24.Annual Return

As per the requirements of Section 92(3) of the Act and the Rules framed thereunder, the Annual Return in Form MGT-7 for FY 2024-25 is available the website of the Company at https://acglgoa.com/investors/annual-returns/.

25. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below: a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the FY 2024-25:

* Since the remuneration is paid only for part of the year, the ratio of their remuneration to median remuneration and percentage increase in remuneration is not comparable and hence, not stated.

b. The percentage increase in the median remuneration of employees in the financial year: 3% (The median remuneration pertains to permanent workers who are eligible for the Variable Dearness Allowance (VDA)).

c. The number of permanent employees on the rolls of Company: 433

d. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the year, the Company provided increments and performance-linked pay to staff members and increased Variable Dearness Allowance (VDA) for permanent workers. These measures were taken to recognize and reward the hard work and dedication of our employees.

e. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the company. f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

26. Disclosure Requirements

All the requirements of the Corporate Governance are adhered to both in letter and spirit. All the committees of the Board of Directors meet at regular intervals as required in terms of SEBI Listing Regulations. The Directors and Key Managerial Personnel of the Company have complied with the approved ‘Code of Conduct for Board of Directors and Senior Executives of the Company?.

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors? Certificate thereon, and the Management Discussion and Analysis are attached to this report.

A Business Responsibility Report as per Regulation 34 of the SEBI Listing Regulations, and the Dividend Distribution Policy as per Regulation 43A of the SEBI Listing Regulations are not applicable to the Company.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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, which forms part of this report. There was no change in the nature of business of the Company during the Financial Year ended March 31, 2025.

27.Credit Rating

The rating committee of CARE Ratings Limited has assigned a long-term credit rating of CARE AA- (pronounced as CARE Double A Minus) as against long term credit rating of CARE AA- for previous year and a short-term credit rating of CARE A1+ (pronounced as CARE A One Plus) as against short-term rating of CARE A1+ for previous year to the line of credit facility enjoyed by the Company. The outlook on the long term and short-term rating is stable.

28. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

29.Human Resources

The Company believes in engaging human resources as they are the key differentiator for the success of the Company. Keeping the employees engaged and committed can go a long way in attainment of objectives and ensuring sustained business performance. In line with this, the Company has initiated several interventions that will enhance the engagement of the employees. Being a people centric organisation, the Company recognises the significance of building next generation leadership by developing internal talent to meet the organisational objectives. Through this, the human resources function continues to align its strategic interventions and processes, while simultaneously addressing the needs of multiple stakeholders and maintaining a competitive employee cost. The Company continues to have cordial and harmonious industrial relations across all the manufacturing units. The total number of employees of the Company as on March 31, 2025 stood at 433.

30. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has in place whistle blower policy / vigil mechanism for Directors and employees of the Company.

The whistle blower policy / vigil mechanism provides a route for Directors and employees to report, without fear of victimisation, any unethical behaviour, suspected or actual fraud, violation of the Company?s code of conduct and instances of leak of unpublished price sensitive information, which are detrimental to the Company?s interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimisation or any other unfair employment practice. The Policy is placed on the Company?s website and can be accessed at https://acglgoa.com/wp-content/uploads/2025/05/ WHISTLE-BLOWER-POLICY-Revised-27012022.pdf.

31. Prevention Of Sexual Harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. During FY 2024-25, the Company had not received any complaints on sexual harassment. In addition, there were no carry forward cases from the previous financial year.

The Company organized awareness workshops across all the plants in order to cover flexible and temporary workforce, contractual staff, blue collar employees, new joiners etc.

The policy on Prevention of Sexual Harassment is available on website of the Company at https://acglgoa. com/wp-content/uploads/2025/05/Policy-against-Sexual-Harassment-at-Workplace.pdf

A. Conservation of Energy

The Company has always tried to improve energy efficiency significantly. During the year under review the steps taken by the Company to conserve energy include:

• Introduction of HIGH-VOLUME LOW SPEED (HVLS) fans with low RPM with energy efficient is initiated.

• Automatic Power Factor Control (APFC) system introduced which will maintain the power factor which reduces power losses.

• Introduction of optimum capacity DG set for canteen area which will reduce the consumption of diesel.

• Replacement of conventional light fixtures with energy efficient light fixtures such as LED lights.

• At its plants, the Company has carried out various actions to optimize energy consumption and reduce losses.

• Optimization of shifts done to reduce the power consumption.

• Speed Control of fan motor for air balancing at paint shop to reduce power consumption.

• Compressed air leakages checked periodically for the necessary repairs which had resulted in energy saving all hyper-rated motors at our Goa plant have been replaced with energy-efficient Variable Frequency Drives (VFDs).

1. Efforts made towards Technology Absorption:

The Company has undertaken the following initiatives for technology absorption during the FY 2024- 25

• Develop the EV 12 mtrs. AC coach 1100mm floor height with space frame.

• Develop the EV 12 mtrs. AC, low floor (400 mm.) bus. Bus structure is compliance with European regulations. Composite body structure developed eliminating the mild steel inputs.

• New Bus assembly capabilities for EVs, CNGs

& D?fense requirements ACGL is actively developing the capabilities to manufacture CNG fuel buses.

2. Benefits derived from R&D and future plan of action: The Company is focusing on the innovation and technology development to enhance the value of the products and manufacturing procedures in order to cater varied market demands.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable

4. Expenditure on Research and Development: a) Capital Rs. 57.84 lakh b) Recurring Rs. 158.28 lakh c) Total Rs. 216.12 lakh d) Total as a percentage of net turnover: 0.33% (Excluding other income and taxes)

Earnings: i. On export of goods calculated on FOB basis – Rs.0.90 Lakh ii. The Company has exported bus bodies and component parts thereof through a merchant exporter – Rs. 21,768.64 Lakh (excluding taxes)

Outgo: i. Travelling expenses – Rs. 3.29 Lakh ii. Procurement of raw material – Nil

33.Cost Auditors

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not applicable to the Company.

34.Acknowledgement

The Directors wish to convey their appreciation to all of the Company?s employees for their contribution towards the Company?s performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its Management.