Your Directors present the Seventy-Third (73^rd) Annual Report of the Company together with Audited Financial
Statements for the financial year ended 31^st March, 2024.

1) FINANCIAL HIGHLIGHTS:

(Rs in lakhs)

2) MANAGEMENT DISCUSSION AND ANALYSIS

a. Review of Operations:

During the year review, total income stood at Rs. 77.80 Lakhs, as against the total income for the previous year of
Rs.60.61 Lakhs. Further, the Company reported a loss before tax of Rs. 124.63 Lakhs during the year under
review, as compared to the loss before tax of Rs. 85.02 Lakhs in the previous year.

Further, since your Company has incurred losses during the previous years and has accumulated losses and its
net worth being fully eroded, the Company's ability to continue as a going concern was uncertain. However, Holding
Company i.e. Kiyana Real Estate Private Limited has indicated its intention to arrange the required financial support
to the Company and accordingly, the financial statements of the Company have been prepared on a going concern
basis.

b. Future Outlook:

With limited availability of resources, your Company is exploring all possible business opportunities and other
alternatives.

3) DIVIDEND:

In view of loss incurred during the year under review and brought forward losses of the Company, your Directors
do not recommend payment of any dividend on equity shares.

4) RESERVES:

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

5) WEB-LINK OF ANNUAL RETURN:

The Annual Return of the Company for the year ended 31^st March, 2024 is available on the Company's website
and can be accessed at https://www.apimumbai.com/investor-relations/default.aspx

6) BOARD AND COMMITTEE MEETINGS:

a) Board Meetings:

During the financial year under review, four (4) meetings of the Board of Directors were held on the following dates,
in due compliance with the Companies Act, 2013 (‘the Act') & Secretarial Standard - 1:

The attendance of Director(s) at the meeting of the Board of Directors was as under:

b) Audit Committee Meetings:

The Audit Committee presently comprises of the following Directors:

During the year under review, four (4) meetings of the Audit Committee were held on the following dates:

The attendance of Committee Members at the meetings of the Audit Committee held during the financial year
ended 31^st March, 2023 was as under:

None of the recommendations made by the Audit Committee were rejected by the Board.

c) Nomination & Remuneration Committee Meetings:

The Nomination and Remuneration Committee (‘NRC') presently comprises of the following Directors:

During the year under review, one (1) meeting of the NRC was held on 29^th May, 2023. All the members of the
NRC attended the meeting, except Mr. Shyam Agarwal who could not attended the meeting due to his pre¬
occupation.

d) Stakeholders Relationship Committee Meetings:

The Stakeholders Relationship Committee (‘SRC') presently comprises of the following Directors:

During the year under review, one (1) meeting of the SRC was held on 29^th May, 2023. All the members of the
SRC attended the meeting, except Mr. Shyam Agarwal who could not attended the meeting due to his pre¬
occupation

e) Independent Directors’ Meeting:

The Independent Directors held their meeting without the presence of any Executive/Non-Executive Directors and
members of management in compliance with Schedule IV of the Act, to inter alia to:

i) Review the performance of Non-Independent Directors and the Board as a whole; and

ii) Assess 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.

iii) Review the performance of the Chairperson, taking into account the views of executive and non-executive
directors of the Company.

7) SECRETARIAL STANDARDS (SS-1):

In accordance with Clause 9 of SS-1, the Company has complied with applicable Secretarial Standards during the
year under review.

8) WHISTLE BLOWER MECHANISM:

In pursuance of the provisions of section 177(9) and (10) of the Act, Whistle Blower Mechanism for stakeholders,
directors and employees to report genuine concerns has been established. Thus, Whistle Blower Mechanism
provides a mechanism for the Directors/ Employees to report violations without fear of victimization of any unethical
behaviour, suspected or actual fraud and violation of Code of conduct etc., which are detrimental to the
organization's interest. The Directors and Employees of the Company can directly approach to the Chairman of
the Audit Committee to report about any grievances.

During the year under review, no such instance has been reported to the Chairman of the Audit Committee.

9) DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors' Responsibility Statement,

it is hereby confirmed:

i) that in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable
accounting standards have been followed and there is no material departure from the same;

ii) that 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 at the end of the financial year and of the loss of the company for that period.

iii) that the Directors 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) that the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a ‘going
concern' basis.

v) that the Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

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

10) DIRECTORS:

During the year under review, there was no change in the composition of the Board of Directors of the Company.

a) Declaration from Independent Directors:

Your Company has received statements of declaration of Independence from Mr. Devesh Bhatt (DIN: 08225392)
and Ms. Priti P. Kataria (DIN: 00088975), Independent Directors of the Company and these Directors have
confirmed that they meet the criteria of independence as provided in Section 149(6) of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

b) Retirement by Rotation:

Mr. Siddharth Agarwal (DIN: 02055700), Director of the Company retires by rotation at the ensuing Annual
General Meeting in accordance with the provisions of Section 152 of the Act, and being eligible, offers himself
for re-appointment.

Based on the review and recommendation by the Nomination and Remuneration Committee, the Board
recommends his re-appointment to the Members at their ensuing Annual General Meeting.

11) KEY MANAGERIAL PERSONNEL:

Your Company has following Key Managerial Personnel (KMP), pursuant to the provisions of Section 203 of the

Act:

During the year under review, there is no change in KMP of the Company.

12) FORMULATION OF POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR
REMUNERATION:

The Nomination and Remuneration Committee recommended and Board approved the policy for appointment and
removal of Directors, Key Managerial Personnel (‘KMP'), Senior Management Personnel and other employees

and their remuneration is aimed at commitment of fostering a culture of high performance in line with its Vision,
Mission and Values. The key principles governing this remuneration policy are as follows:

i) Criteria of Appointment and Removal of Directors, KMPs and Senior Management:

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to
have a diverse Board.

b. In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the
independence of the Directors vis-a-vis the Company so as to enable the Board to discharge its function
and duties effectively.

c. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified
for appointment under Section 164 of the Act.

d. The Committee shall consider the following attributes/ criteria, whilst recommending to the Board the
candidature for appointment as Director:

i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;

e. In case of re-appointment of Non-Executive Director, the Board shall take into consideration the
performance evaluation of the Director and his or her engagement level.

ii) Remuneration:

The Remuneration Policy ("the Policy") is in line with aforesaid philosophy. The overall remuneration and
practices are endeavoured to be aligned and be consistent with the organization's prevailing/ benchmark
practices. The key factors governing formulation of the policy are in line with the provisions of Section 178(4)
of the Act.

The Non-Executive Directors may be paid remuneration by way of sitting fees for participation in the Board/
Committee meetings based on the recommendation of Nomination and Remuneration Committee and
approval of the Board. The Board, subject to the compliance of the Act, may also consider payment of
commission from time to time.

With regards to remuneration to persons other than directors, the Company follows a holistic remuneration
practice which are consistent with organization's philosophy, vision and values and which supports to build
capacity as well as capabilities of the manpower.

The copy of the aforesaid Policies will be available for inspection of members at the Registered office of the
Company during working hours and on the website of the Company at https://www.apimumbai.com/i nvestor-
relations/investors-information.aspx in section ‘Policies, Codes and Other Information'.

13) HOLDING COMPANY:

Kiyana Real Estate Private Limited continues to be the holding company of the Company.

14) SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture, associate companies.

15) BUSINESS RESPONSIBILITY & SUSTAINABLITY REPORTING :

The Business Responsibility & Sustainablity Reporting (BRSR) as part of the Annual Report as required by
Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable
to your Company for the financial year ended on 31^st March, 2024.

16) SIGNIFICANT AND MATERIAL ORDER:

There was no order passed by any regulator or court or tribunal impacting the going concern status of the Company
and Company's Operations.

17) INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of Company's
business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.

18) AUDITORS:

a) STATUTORY AUDITOR:

M/s. CAS & Co., Chartered Accountants (Firm Registration No.: 111075W), the Statutory Auditor of the Company,
were appointed as the Statutory Auditor of the Company for a term of five (5) consecutive years up to the conclusion
of the Annual General Meeting of the Company to be held for the calendar year 2028.

The Company has not received any communication from the Statutory Auditor stating that they are disqualified to
act as Statutory Auditor of the Company pursuant to sub-section (3) of Section 141 of the Companies Act, 2013.

b) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and Rule 9 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Yogesh Singhvi, Practicing Company
Secretary to carry out the secretarial audit of the Company.

c) INTERNAL AUDITOR:

M/s. C. R. Mohnot & Co., Chartered Accountants, Mumbai (Firm Registration No. 144750W) are the Internal Auditor
of the Company. They have carried out and duly conducted internal audit of the function and activities of the
Company for the F.Y. 2023-24. The findings and observations are appropriately addressed by the Management/
Audit Committee/ Board and action pertaining thereto are being taken.

d) AUDIT REPORTS:

I. Statutory Audit Report

With regard to the emphasis of matter made by the Statutory Auditor of the Company in their Audit Report for the
financial year ended 31^st March, 2024, with respect to presentation of accounts on principles of going concern
basis, your Directors would like to state that the Holding company of the Company has indicated its intention to
extend the financial support to maintain the Company as a going concern. The same is also disclosed in Note No.
31 to the financial statements annexed hereto.

Other than the aforesaid Emphasis of matter, there are no adverse remarks/ observations/ qualifications made by
the Auditor in its report for the financial year 2023-24.

II. Secretarial Audit Report

The Secretarial Audit Report for the year is annexed herewith as ‘Annexure B' and explanation to the remarks/
observations made by the Secretarial Auditor are provided herein under:

(a) With respect to point no. (i) to (ii) of the remarks/ observations made by the Secretarial Auditor in his report,
the Directors would like to submit a under:

The suspension in trading in the equity shares of the Company has been revoked w.e.f. 29^th April 2024
vide email dated 19^th April 2024 of BSE Limited and trading in the securities of the Company resumed in
"XT’ Group.

The Board of Directors of the Company are evaluating necessary steps to reduce the promoter holding
below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the date of the said Report, the shareholding of the Promoter of the Company i.e. Kiyana Real Estate
Private Limited has been dematerialised.

Further, the Company has sent communication to all the shareholders of the Company requesting them to
dematerialise their shareholding in the Company.

(b) With respect to point no. (iii) to (iv) of the remarks/ observations made by the Secretarial Auditor in his
report, the Directors would like to submit as under:

1. The delay in filing of shareholding pattern was purely due to inadvertence and the same was made
good at the earliest by the Company.

2. The delay in payment of Listing Fees was due to paucity of funds.

19) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has not given any Loan or any Guarantee or provided any security and has not made any
investments in securities which are covered under the provisions of Section 186 of the Act.

20) RELATED PARTY TRANSACTIONS:

During the year under review, all the transactions covered under section 188(1), entered into by the Company with
its related parties, were in ordinary course of business and on arm's length basis and the Company is in compliance
with the applicable provisions of Companies Act, 2013 in this regard. Accordingly, the disclosure of related party
transactions as required under section 134(3) of the Act, in Form AOC-2, is not applicable to the Company.

However, the Company has made disclosures, in relation to the transactions with the related parties pursuant to
Indian Accounting Standards (IND AS - 24), as per Note No. 26 forming part of the financial statements annexed
hereto.

21) MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments occurred from the end of financial year of the Company ended
on 31^st March, 2024 till the date of this report that may affect the financial position of the Company.

22) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND
OUTGO

The operations of your Company are not energy-intensive. However, your Company has taken and would take,
steps from time to time wherever required/possible to conserve energy. Your Company would also take requisite
actions in order to introduce technology for optimizing its operations.

During the year under review, the Company has not imported any technology for its operations. During the year
under review, the Company has neither earned nor spent any foreign exchange.

23) RISK MANAGEMENT POLICY:

The Company has formulated and implemented a Risk Management Policy for review and identification of
elements of risks. In the opinion of the Board, there are no risks which may threaten the existence of the Company
except limited access to long term capital for its long-term sustainability esp. in view of the remarks made by the
Auditor as stated in para no. 18 above. Although challenging in current scenario with limited resources, the
Company is taking steps to explore business opportunities which are less capital intensive.

24) PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the
Act.

25) CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the prescribed threshold limit, provisions of Section 135 of the Act are not
applicable to the Company.

26) BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p) 178, read with Schedule IV of the Act, the Nomination and
Remuneration Committee (‘NRC') has carried out an annual performance evaluation of the Board, the Directors
individually as well as that of Committees.

The evaluation has been carried out based on evaluation questionnaire set for the Board/ Committee and individual
Directors. The NRC expressed its satisfaction of the annual evaluation.

27) PARTICULARS OF EMPLOYEES:

The particulars of employees within the meaning of Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the Company's employees
were in receipt of the remuneration of more than Rs. 1,02,00,000/- during the year ended 31^st March, 2024 or more
than Rs. 8,50,000/- per month during any part of the said year and therefore, the details to be reported pursuant
to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also
not applicable.

Since none of the Directors has been paid any remuneration, the disclosure, under Section 197(12) read with
applicable Rules under the Act, is not applicable.

There were 4 permanent employees on the rolls of the Company as on 31st March, 2024 (4 employees in the
previous year), with a salary payout increase by an average of 20.32 % over the previous year. The Company has
incurred loss of Rs. 123.62 Lakhs during the year under review. The remuneration paid to the employees are as
per the remuneration policy of the Company.

28) CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review, the Company has not changed its business.

29) CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
provisions relating to the disclosure pertaining to Corporate Governance shall not apply to the listed Companies
having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as
on the last day of the previous financial year. Since the Company falls under the above criteria, compliance with
the disclosure requirements of the Corporate Governance are not applicable to the Company.

30) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
[POSH Act] and applicable Rules made thereunder. However, pursuant to the provisions of Section 6 of POSH
Act, the Company is not required to constitute an Internal Complaints Committee, since the Company had less
than ten (10) workers or employees in the Company during the year. Accordingly, complaint in respect thereof if
any, can be referred to ‘Local Complaint Committee' constituted by district officer within the appropriate jurisdiction.
Further, during the year under review there was no case reported under the said Policy to the Company.

31) OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters during the year
under review:

(a) The Company has not changed its business;

(b) There was no instance of onetime settlement with any banks or financial institutions; and

(c) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

32) OTHER UPDATES:

? Revocation of Suspension in trading in the equity shares of the Company :

BSE Limited vide its Notice dated 20^th June, 2023, provided listing approval for the existing capital of the Company
i.e. 48,17,656 equity shares of Re. 1/- each bearing distinctive nos. 1 to 48,17,656 and has also updated its records
on the BSE Listing Centre. However, during the year, the trading in equity shares of the Company remained
suspended since 2002.

The Company had submitted an application to BSE Limited for revocation of suspension of trading in the equity
shares of the Company on 31/03/2023 bearing case no. 172716, and the said application was under inspection/
review by BSE Limited. Post the closure of reporting period, BSE Limited vide its email dated 19^th April 2024,
revoked suspension in trading in the equity shares of the Company w.e.f. 29^th April 2024 and pursuant to said
revocation the trading in the securities of the Company resumed in "XT” Group.

? Minimum Public Shareholding (‘MPS’):

Post approval of application for revocation of suspension of trading in the Equity Shares of the Company by BSE
Limited, the Board of Directors of the Company are evaluating necessary steps to reduce the promoter holding
below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? Escrow Account:

Pursuance of SEBI circular no. SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated 30th December, 2022, the
Company has opened demat Account, in the name and style of ‘Automobile Products of India Limited -
Suspense Escrow Demat Account' with Anand Rathi Share & Stock Brokers Limited (‘ARSSBL').

In case of non-receipt of demat request from the securities holder/claimant within 120days of the date of Letter
of Confirmation, the shares will be credited to Suspense Escrow Demat Account of the Company.

33) ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation for the excellent assistance and co-operation
received from all its stakeholders. The Board of Directors wishes to express its gratitude and record its sincere
appreciation of the dedicated efforts by all employees. Your Directors are thankful to esteemed shareholders for
their support and confidence reposed in the Company.

For and on behalf of the Board

Place: Mumbai SHYAM AGARWAL DEVESH BHATT

Date: 29^th May, 2024 DIRECTOR DIRECTOR

DIN: 00039991 DIN: 08225392