Your Directors have pleasure in presenting the 38^th Annual Report of the Company together
with the Audited Financial Accounts for the year ended 31^st March, 2025.

1) FINANCIAL SUMMARY AND HIGHLIGHTS:

(Amt in Rs. in Lacs
Except EPS)

2) REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

During the year, the Company has made revenue from operation of Rs. 1396.79 Lacs in
comparison to previous year of Rs. 2003.58 Lacs i.e. decreased by approximately 30.29%
and the Company has made Profit of Rs. 41.77 Lacs and total comprehensive Income of
Rs. 42.33 Lacs in comparison to Profit after tax of previous year of Rs. 116.70 Lacs and
total comprehensive of Rs. 114.48 Lacs. Hence, in comparison to financial year 2023-24,
Turnover and profitability of the Company both has decreased. Management is hopeful to
achieve better performance in coming years. Further, due to external political situation,
Export sale of the Company also got reduced. During the year 2024-25, Export sales is
NIL in comparison to previous year of Rs. 2.06 Lacs.

Management is continuously analyzing various situation considering internally and
externally both, various rules and regulations of government of various countries and
opportunities available and its effect on business. Management is still working hard and
looking forward to explore market in the gears and in the wide range of automotive parts.

Though it is very difficult to predict the future situation but Management hopes to cop up
with the situation and optimist towards the growth of the business of the Company.
Economic outlook, Future Prospects and overview of the business is given in
Management Discussion and Analysis Report attached with the Report.

3) STATE OF THE COMPANY’S AFFAIRS:

- The Company is working in single segment namely the manufacturing Segment
includes manufacturing of gears, gear boxes and other transmission components.

- During the year 2024-25, there has been no change in the status of the Company.

- There has been no change in financial year of the Company.

- There has been no event having material impact on the Company’s affairs.

4) DIVIDEND:

With a view of plough back of Profit, your directors do not recommend any dividend.

5) CAPTIAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of your company for the year under Review. The
Authorized Share Capital of the Company is of Rs. 10,00,00,000/- (Rupees Ten Crores)
consisting of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each and Issued,
Subscribed and Paid-up capital of the Company is of Rs. 4,76,47,400 (Rupees Four Crore
Seventy-Six Lacs Forty-Seven Thousand Four Hundred) consisting of 47,64,740 (Forty-
Seven Lacs Sixty-Four Thousand Seven Hundred and Forty) Equity Shares of Rs. 10/-
each. Your Company does not have Debt securities.

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

During the year 2024-25, your Company has not given any loan, guarantee and has not
made any Investments. Investment made earlier by the Company are within the limit
prescribed under section 186 of the Companies Act, 2013. However, value of earlier
investment in Equity (Quoted) is increased in comparison to previous year and same is
within the limit of section 186 of the Companies Act, 2013.

7) TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the
General Reserves for the year ended on 31^st March, 2025.

8) PARTICULARS RELATING TO HOLDING/SUBSIDIARY/ASSOCIATE COMPANY:

The Company has no Holding, Subsidiary and Associate Company and as such all
disclosure pertaining to Consolidation of Accounts and AOC-I is not applicable for the
Company.

9) DEPOSITS:

Company has not accepted any deposit and as such no amount of deposit whether
Principal or interest thereon was Outstanding as of the Balance Sheet. Company has

availed unsecured loan from Director which is exempted deposit and as on 31^st March,
2025 outstanding balance of Loan from Director is of Rs. 1611.35 Lacs.

10) PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

Particulars of contracts or arrangements with related parties is carried out at arm’s
length basis and the details of the same is given in Form AOC-2, appended as Annexure
03 to the Board's report and Related party Transactions as per Companies Act, 2013 and
as per Accounting Standard are given in Note 33 - forming part of the financial
statements and forms part of this Annual Report. Certain transactions, which were
repetitive in nature, were approved through omnibus route by Audit Committee and by
the Board. Material transaction i.e. those transactions which are made for an amount
exceeding the limit prescribed under section 188 of the Companies Act, 2013 and rules
made thereunder are done with the prior approval of the Members of the Company.
Regulation 23 related to Related Party Transactions of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 is not applicable to the Company
considering Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

11) MAJOR EVENTS & CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no major event occurred during the year and there has been no change in
the nature of Business.

12) MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE
REPORT:

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

13) INTERNAL FINANCIAL CONTROLS:

“Internal financial controls” means the policies and procedures adopted by the company
for ensuring the orderly and efficient conduct of its business, including adherence to
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. The Company has in place adequate internal
financial controls with reference to financial statements. During the year no reportable
material weakness in the design or operation was observed. Report on Internal Financial
Control over Financial reporting is given by Statutory Auditor as Annexure B to the
Independent Auditor’s Report and forms part of this Annual Report.

14) INSURANCE:

The assets of the company including buildings, plant & machinery, stocks, etc. wherever
necessary and to the extent required have been adequately insured against various risk.

15) SEGMENT REPORTING:

The Company is working in single segment namely the manufacturing Segment includes
manufacturing of gears, gear boxes and other transmission components and hence
segment reporting is not applicable.

16) INDUSTRIAL RELATIONS & HUMAN RESOURCES:

The Company treats its all manpower as a valuable assets and growth of the company is
possible through entire workforce working in the company. During the year under review,
the industrial relation with Human Resources continued to be extremely cordial The
Board wishes to take place on record its appreciation for the valuable services rendered
by its entire workforce. During the year there was no instance of Strike, Lock out or
another issues related to Human Resources. Company is taking precaution at the
Company to maintain the safety of Human resources.

17) OVERVIEW OF THE INDUSTRY AND OUTLOOK:

The aforesaid details are given in the Management Discussion and Analysis Report
attached herewith the report.

18) MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS:

There are no significant or material orders passed by the Regulators/Courts/Tribunals
that could impact the going concern status of the company and its future operations.

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

Company is not required to frame a policy on prevention of Sexual Harassment policy of
Women at workplace and accordingly not required to frame committee as per the
aforesaid Act. However, your Company has always believed in providing a safe and
harassment free workplace for every individual working in Sar Auto’s premises through
various interventions and practices.

No. of Employees: Total 6 employees

Female Employees : 0 Male Employees: 6 Transgender Employees: 0

Accordingly on the aforesaid data, THE MATERNITY BENEFIT ACT, 1961 and
amendments there to is not applicable to the Company

20) PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in as Annexure 04 to
Board’s report.

21) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis report for the year under review, as stipulated
under Regulation 34(2) of SEBI (LODR) Regulations, 2015 is given in as Annexure 02 to
Board’s Report.

22) NON-APPLICABILITY OF CORPORATE GOVERNANCE & SOME REGULATIONS OF
SEBI(LODR) REGULATIONS,2015:

Company is having paid up equity share capital of Rs. 4,76,47,400 which is not
exceeding Rs.10 crore and Net worth is Rs. 16.82 Crore as on financial year 31^st March,
2024 and as on 31^st March, 2025, Net worth is of Rs. 17.31 Crores, which is not
exceeding Rs.25 crore, as on the last day of the financial year. Hence as per Regulation
15 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Regulations 17,17A, 18, 19, 20, 21,22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C ,
D and E of Schedule V of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

Hence, Corporate Governance Report and other details required to be given as per
aforesaid Regulations are not presented. However, Company will work by considering the
base of Corporate Governance.

23) INVESTOR EDUCATION & PROTECTION FUND:

Company was neither required to transfer any shares nor any amount to Investor
Education and Protection Fund (IEPF).

24) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGE IN BOARD OF DIRECTORS DURING THE YEAR:

Following changes occurred during the year 2024-25:

- Ms. Aarti Chintan Sodha (DIN: 06978954) Ceased as an Independent Director of the
Company W.E.F 3^rd September,2024 due to completion of second term of 5(Five) years as
an Independent Director.

- Mr. Issacthomas Charianthomas Kavunkal (DIN: 02995332) Ceased as an Independent
Director of the Company W.E.F 3^rd September,2024 due to completion of second term of
5(Five) years as an Independent Director.

- Mrs. Charmiben Manishbhai Vasani (DIN: 10721628), Mr. Biju Mathew (DIN: 10730618)
and Mr. Vivekkumar Maganbhai Manavadaria (DIN: 10730165) have been appointed as
an Additional Independent Non -Executive director w.e.f. 09^th August, 2024 for a period
of 5 years, subject to ratification/appointment as regular director at the annual general
meeting pertaining to financial ended on 31st March, 2024 and Members at 37^th Annual
General Meeting held on 24^th September, 2024 has approved and ratified appointment of
all the aforesaid directors for a term of 5 years w.e.f 09^th August, 2024 to 08^th August,
2029.

-Further, Members of the Company at 37^th Annual General Meeting held on 24^th
September, 2024 has also approved and ratified appointment of Mr. Vijay Narendrabhai
Kalariya (DIN: 10454403) for a term of 5 years w.e.f 09^th January, 2024 to 08^th Janurary,
2029 who was appointed as an Additional Independent Director on the Board of the
Company w.e.f 09th January, 2024 for a period of 5 years, subject to

ratification/appointment as regular director at the annual general meeting pertaining to
financial ended on 31st March, 2024.

-In Furtherance, Mr. Vivekkumar Maganbhai Manavadaria (DIN: 10730165), Independent
Director has tendered resignation w.e.f 25^th March, 2025 due to pre-occupancy and
personal reason and in place Board has appointed Mr. Gulabbhai Kapurchandrabhai
Patil (DIN: 10996858) as an Additional Independent Director on the Board of the
Company w.e.f 25^th March, 2025 for a period of 5 years, subject to

ratification/appointment as regular director at the annual general meeting pertaining to
financial ended on 31^st March, 2025 and being eligible Board of Directors of the

Company seeks approval at ensuing Annual General Meeting of the Members of the

Company for his appointment/regularization as an Independent Director, not liable to
retire by rotation.

CHANGE IN BOARD OF AFTER THE CLOSURE FINANCIAL YEAR 2024-25

There is no change in board after the closure of the financial year 2024-25

DIRECTOR LIABILE TO RETIRE BY ROTATION AT ENSUING ANNUAL GENERAL
MEETING

Pursuant to provision of section 152(6) of the Companies Act, in 37^th Annual General
Meeting of the Company held on 24^th September, 2024 Mr. Shreyas R. Virani (DIN:
00465240) was liable to retire by rotation and being eligible offered himself for re¬
appointment and Members have approved re-appointment of Mr. Shreyas R. Virani (DIN:
00465240) at same terms.

-Further, Mr. Rameshkumar D. Virani (DIN: 00313236), liable to retire by rotation at this
ensuing Annual General Meeting of the Company pursuant to provision of section 152(6)
of the Companies Act, 2013 and being eligible offer himself for re-appointment.

Brief profile of Directors seeking re-appointment/Appointment are attached to this
Board’s report as Annexure 01 and also attached to Notice

CHANGES IN KMP:

During the year under review, there has been no change in the key Managerial Personnel
of the Company. Following are the KMPs of the Company as on 31^st March, 2025:

1) Mr. Rameshkumar D. Virani (DIN: 00313236) - Managing Director

2) Mr. Shreyas R. Virani (DIN: 00465240) - Whole Time Director and CFO

3) Ms. Zalak K. Upadhyay - Company Secretary and Compliance Officer.

Independent Directors:

As on 31^st March, 2025, Mrs. Charmiben Vasani (DIN: 10721628), Mr. Biju Mathew (DIN:
10730618), Mr. Vijay Narendrabhai Kalariya (DIN: 10454403) and Mr. Gulabbhai
Kapurchandrabhai Patil (DIN:10996858) are the Independent Directors of the Company.

Changes in the Independent Directors of the Company is already given above.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, all Independent Directors of the Company have enrolled themselves on the
Independent Directors Databank. Mr. Vijay Narendrabhai Kalariya (DIN: 10454403), Mrs.
Charmiben Manishbhai Vasani (DIN: 10721628), Mr. Biju Mathew (DIN: 10730618), and
Mr. Gulabbhai Kapurchandrabhai Patil (DIN:10996858) will undergo for the online
proficiency self-assessment test within the specified timeline unless exempted under the
aforesaid Rules.

Hence as on 31^st March, 2025, the Board of Directors of the Company is duly constituted
and composed as follows:

None of the Directors are disqualified to be continued to act as Director of the Company.

25) DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided
in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”) at the first meeting of the
Board of financial year and at the time of appointment and in the first meeting held after
appointment. In Furtherance, Company has also received confirmation that they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence and that they are independent
of the management. There has been no change in the circumstances affecting their status
as independent directors of the Company. Further, Independent directors have complied
with the code of conduct as specified for Independent Directors prescribed in Schedule IV
to the Act.

During the year under review, non-executive director and Independent Directors of the
Company had no pecuniary relationship or transactions with the Company.

26) NUMBER OF MEETINGS OF THE BOARD AND GENERAL MEETING AND
ATTENDENCE AND OTHER RELATED DETAILS:

The Board has met 6 (Six) times during the financial year 2024 -25.

Separate Meeting of Independent Director:

One meeting of the Independent Director of the Company was held on 14^th September,
2024 for review of performance of non-Independent directors and the Board of Directors
as a whole, review the performance of Chairman taking into account view of executive
directors and non-executive directors and to assess the quality, quantity and timeliness
of flow of information between the management of the listed entity and the board of
directors that is necessary for the board of directors to effectively and reasonably perform
their duties.

Details pertaining to Presence of Board Meetings are presented below:

Company Secretary Ms. Zalak Upadhyay has also attended all the Board meetings.

Details of Previous Annual General Meeting Presence, Last Three years Annual General
Meeting, Directorship, Chairmanship and Membership in other Companies are presented
hereunder:

NI- Non-Independent, NE- Non-Executive, IND- Independent, E- Executive

NO. OF OTHER COMPANIES/OTHER COMMITTEES OF LISTED COMPANIES IN WHICH
DIRECTOR IS DIRECTOR/CHAIRMAN/MEMBER:

GENERAL BODY MEETING:

(I) DETAILS OF THE LAST THREE ANNUAL GENERAL MEETINGS:

Whether Special Resolution Passed in the Last Three (3) Annual General Meeting: Yes- as
mentioned below:

- Special Resolution was passed in the 35^th Annual General Meeting convened on 28^th
September, 2022 for approving Re- appointment of Mr. Rameshkumar D. Virani (DIN:
00313236) as Managing Director of the Company for a further term of five (5) years w.e.f
29th September, 2022, liable to retire by rotation and at a Remuneration of Rs.
13,20,000.00 p.a. - Maximum remuneration i.e. Rs. 1,10,000 per month for a period of 3
years effective from the date of re-appointment.

- Special Resolutions were passed in the 37^th Annual General Meeting convened on 24^th
September, 2024 for Appointment/Regularization of (1) Mr. Vijay Narendrabhai Kalariya
(DIN 10454403) (2) Mrs. Charmiben Manishbhai Vasani (DIN 10721628) (3) Mr.
Vivekkumar Maganbhai Manavadaria (DIN 10730165) and (4) Mr. Biju Mathew (DIN
10730618), as an Independent Directors on the Board of the Company.

(a) Were put through postal ballot last year : No

(b) Are proposed to be conducted through postal ballot this year : No

27) POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company’s Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors, qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013
is furnished in Nomination & Remuneration policy and disclosed in the website of the
Company at https: / /www.sarautoproductsltd.com/ company-policies.html

28) BOARD EVALUATION:

As per Companies Act, 2013, Board has made annual evaluation of its own performance
and also of its committees and Individual Directors. The evaluation of all the directors
and the Board as a whole was conducted based on the criteria and framework adopted by
the Board and Nomination and remuneration committee. In Furtherance Independent
Directors have also met once during a year without non-independent directors for review
of performance of non-independent directors and the Board of Directors as a whole,
review the performance of Chairman taking into account view of executive directors and
non-executive directors. Evaluation made on various criteria’s such as analyzing skill of
Directors related to Leadership, Strategy Formulation and execution, financial planning /
performance, skill related to maintenance of relationship including both i.e. internal and
external relationship, participation in the decision making, presence of board meeting,
knowledge and competency, assessment of risk factors etc.

Observations of board evaluation carried out for the year: NIL
Previous year’s observations and actions taken : NIL

Proposed actions based on current year observations : NOT REQUIRED

29) COMMITTEES OF THE BOARD:

At present the Company is having 5 (Five) Committees as mentioned below:

1. AUDIT COMMITTEE:

As a measure of good corporate governance, to provide assistance to the Board of
Directors in overseeing the Boards responsibilities and as per requirement of Companies
Act, 2013, your Company has constituted an Audit Committee pursuant to provision of
section 177 of the Companies Act, 2013 and as per Regulation 18 of SEBI (LODR)
Regulations, 2015.

(I) COMPOSITION OF COMMITTEE:

Audit Committee consist of the following Members

AUDIT COMMITTEE

The Committee comprises the following Directors as members upto 3^rd September, 2024:

1) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director - Chairman

2) Ms. Aarti C. Sodha - Non executive independent director - Member

3) Mr. Shreyas R. Virani Non-Independent Executive Director - member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director and Ms. Aarti Sodha Non¬
Executive Independent director has ceased as an Independent Director w.e.f 03^rd September,
2024 and also ceased to be the Committee member of Audit Committee, hence committee got
reshuffled w.e.f 04^th September, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Audit Committee:

1) Mr. Vijaybhai N. Kalariya-- Non-Executive Independent director - Chairman

2) Mrs. Charmiben Vasani- Non executive independent director - Member

3) Mr. Shreyas R. Virani Non-Independent Executive Director - member

(II) BRIEF TERMS OF REFERENCE:

The terms of reference of Audit Committee in accordance with the provision of Section
177 of the Companies Act 2013 are as follows: -

• Overseeing the Company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible.

• The recommendation for appointment, remuneration and terms of appointment, of the

auditors of the company.

• Review and monitor the auditor’s independence and performance and effectiveness of
the audit process & approval of Payment to Statutory Auditors for any other services
rendered by the Statutory Auditors.

• Reviewing with the management the financial statements and auditor’s report thereon
before submission to the Board, focusing primarily on

1. Matters to be included in the Directors Responsibility Statement to be included in
the Board’s report in terms of Clause (c) of sub-section 3 of Section 134 of the
Companies Act, 2013.

2. Changes to any accounting policies and practices.

3. Major accounting entries based on the exercise of judgement by Management.

4. Significant adjustments if any, arising out of audit findings.

5. Compliance with respect to accounting standards, listing agreements and legal.

6. requirements concerning financial statements.

7. Disclosure of any related party transactions.

8. Modified opinion (s) in the draft audit report.

• Examination and review of quarterly, half yearly financial statement including Limited
Review Report/ Auditor’s report thereon.

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

• Scrutiny of Inter-Corporate loans and investments.

• Valuation of undertaking or assets of the Company, whenever it necessary.

• Review of the adequacy of internal audit function and discuss with Internal Auditors of
any significant findings and follow up thereon.

• Evaluation of internal financial controls and risk management system.

• to review the functioning of the whistle blower mechanism

• Other matters as may be prescribed from time to time to be deal with or handled by the
Audit Committee pursuant to provisions of the Companies Act, 2013 the Rules there
under, SEBI (LODR) Regulations, 2015 and any other functions as may be assigned to
the committee by the Board from time to time.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Four (4) Meetings of Audit Committee were held during financial year 2024-25 on (1) 09¬
05-2024, (2) 09-08-2024, (3) 13-11-2024 and (4)10-02-2025. All the Members have
attended all the meetings of Audit Committee. All the recommendations of Audit
Committee have been accepted by the Board of Directors of the Company.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended all the meetings.

2. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 of the Companies Act, 2013, and Regulation 19 of
SEBI (LODR) Regulations, 2015 Company has constituted Nomination and Remuneration
Committee. The Committee decides about remuneration policy of the Company. It also
reviews from time to time the overall Compensation structure and related policies with a
view to attract, motivate and retain employees.

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members upto 3^rd September, 2024:

1) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director - chairman

2) Ms. Aarti C. Sodha - Non executive independent director - Member

3) Mr. Vijay N. Kalaria Non-Independent Executive Director - member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director and Ms. Aarti Sodha Non¬
Executive Independent director has ceased as an Independent Director w.e.f 03^rd September,

2024 and also ceased to be the Committee member of Nomination and Remuneration

Committee, hence committee got reshuffled w.e.f 04^th Setpember, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Nomination and

Remuneration Committee:

1) Mr. Vijaybhai N. Kalariya--- Non executive Independent director - Chairman

2) Mrs. Charmiben Vasani- Non executive independent director - Member

3) Mr. Biju Mathew: Non executive independent director - Member

(II) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The Broad terms of reference of Nomination and Remuneration Committee are as

follows: -

• Identify persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommends to
the Board their appointment and remove and shall carry out evaluation of every
director's performance.

• Formulate the criteria for determining qualifications, positive attributes and
independence of director and recommended to the Board a policy relating to the
remuneration for the directors, Key Managerial personnel (KMP) and other
employees.

• To approve, in the event of loss or inadequate profits in any year, minimum
remuneration payable to the Whole-Time Directors/Managing Directors within the
limits and to the parameters prescribed in Schedule V to Companies Act, 2013.

• Whether to extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of Independent
Directors.

• Devising a policy on diversity of Board of Directors.

• Other matters as may be prescribed from time to time to be deal with or handled by
the Nomination and Remuneration Committee pursuant to provisions of the
Companies Act, 2013 the Rules there under, SEBI (LODR) Regulations, 2015 and
any other functions as may be assigned to the committee by the Board from time to
time.

Details of remuneration paid:

1. Mr. Shreyas R. Virani, Whole-Time Director was paid Rs. 10,55,964.00 as
Managerial remuneration during the year 2024-25.

2. Mr. Rameshbhai D. Virani, Managing Director was paid Rs. 11,61,522.00 as
Managerial remuneration during the year 2024-25.

No sitting fees and no other payments were made to any Non-Executive and Independent

Directors of the Company.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

Three (3) meetings of the Nomination and Remuneration Committee were held during the
financial year 2024-25 on (1) 05-06-2024, (2) 08-08-2024 and (3) 01-02-2025 and all the
members were present.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended all the meetings.

3. STAKEHOLDERS RELATONSHIP COMMITTEE:

Pursuant to provision of Section 178 of the Companies Act, 2013 and Regulation 20 of
SEBI (LODR) Regulations, 2015, your Company had constituted Stakeholders
Relationship Committee.

(I) COMPOSITION OF COMMITTEE:

The Committee comprises the following Directors as members till 03^rd September, 2024:

1) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director - Chairman

2) Mr. Shreyas R. Virani - executive director - Member

3) Mr. Rameshkumar D. Virani - Executive Director - member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director has ceased as an
Independent Director w.e.f 03^rd September, 2024 and also ceased to be the Committee
member of Stakeholders Relationship Committee, hence committee got reshuffled w.e.f 04^th
September, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Stakeholders
Relationship Committee:

1) Mrs. Charmiben Vasani- Non- Executive Independent director - Chairperson

2) Mr. Shreyas R. Virani - Executive director - Member

3) Mr. Rameshkumar D. Virani - Executive Director - member

(II) . BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The terms of reference of the committee are to look into redressal of
shareholders/Investors' grievances relating to various matters such as non-receipt of
notices, share certificate, annual reports, dividends, transfer of shares dematerialization
of shares and other grievances.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2024-25, Two (2) Committee meeting was held on (1) 08-05-2024 and (2)
08-02-2025 and all the members have attended both the Committee Meetings.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended all the meetings.

4. CORPORATE SOCIAL RESOPONSIBILITY COMMITTEE:

In accordance with the provisions of section 135 of the Companies Act, 2013 your
company have already constituted Corporate Social Responsibility (CSR) Committee to
perform social duty through welfare of the society at large (Section 135 of the Companies
Act, is not applicable to the Company, A Committee is framed voluntary.)

I. COMPOSITION OF THE COMMITTEE:

The Committee comprises the following Directors as members till 03^rd September, 2024.

1) Mr. Rameshkumar D. Virani - Executive Director - Chairman

2) Mr. Shreyas R. Virani - Executive director - Member

3) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director has ceased as an
Independent Director w.e.f 03^rd September, 2024 and also ceased to be the Committee
member of Corporate Social Responsibility (CSR), hence committee got reshuffled w.e.f 04^th
September, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Stakeholders
Relationship Committee:

1) Mr. Rameshkumar D. Virani - Executive Director - Chairman

2) Mr. Shreyas R. Virani - Executive director - Member

3) Mr. Biju Mathew - Non- Executive Independent director- Member

II. BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

(a) Formulate and recommend to the board, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII.

(b) Recommend the amount of expenditure to be incurred on the activities referred to in
Clause (a) as and when applicable and

(c) Monitor the Corporate Social Responsibility policy of the Company from time to time.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2024-25 the Committee met one (1) time on 08-08-2024 and all the
members have attended the meeting.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended the meeting.

5. RISK MANAGEMENT COMMITTEE

I. COMPOSITION OF THE COMMITTEE:

Company has voluntary framed the Risk Management Committee, which comprised of
the following members till 03^rd September, 2024:

1) Mr. Shreyas R. Virani - executive director - Chairman

2) Mr. Rameshkumar D. Virani - Executive Director - Member

3) Mr. Issacthomas C. Kavunkal - Non-Executive Independent director- Member

Mr. Issacthomas C. Kavunkal, Non-Executive Independent director has ceased as an
Independent Director w.e.f 03^rd September, 2024 and also ceased to be the Committee
member of Risk Management Committee, hence committee got reshuffled w.e.f 04^th
September, 2024.

HENCE, W.E.F 04^th SEPTEMBER, 2024 following is the Composition of Risk Management
Committee:

1) Mr. Shreyas R. Virani - Executive director - Chairman

2) Mr. Rameshkumar D. Virani - Executive Director - Member

3) Mr. Vijaybhai Kalariya - Non- Executive Independent director- Member

(II) . BRIEF DESCRIPTION OF THE TERMS OF REFERENCE:

The committee mainly aims at identification of Risk at Various activities of Business and
to manage the Risk and evaluation of Risk Management System.

(III) MEETINGS AND ATTENDANCE DURING THE YEAR:

During the year 2024-25 the Committee met one (1) time on 08-08-2024 and all the
members have attended the meeting.

Ms. Zalak Upadhyay, Company secretary of the Company has acted as Secretary for the
meeting and attended the meeting.

30) DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(C) and 134(5) of the Companies Act,
2013 the Board hereby submits its responsibility Statement as enumerated under:-

a. In the preparation of the annual accounts, the applicable Indian accounting
standards had been followed and there has been no material departures;

b. 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 profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other
irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

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

31) STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company hereby states the Company has complied applicable
Secretarial Standards i.e. SS 1 and SS 2 related to Board and General Meetings to the
extend its applicable.

32) AUDITORS AND AUDITORS’ REPORT:

STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, M/s. J. A. Sheth &
Associates, (FRN:119980W), Chartered Accountants, Rajkot, has been re-appointed as
Statutory Auditors of the Company by the Members of the Company at 35th Annual
General Meeting (AGM) held on 28th September, 2022 for a period of 5 years to hold
office from the conclusion of the 35th AGM until the conclusion of the 40^th AGM of the
financial year 2026-27.

M/s. J.A. Sheth & Associates has confirmed that he is eligible to continue to act as
Statutory auditor of the Company till the Conclusion of Annual General Meeting of the
Financial year 2026-27 and to conduct audit for the year 2025-26.

STATUTORY AUDITORS’ REPORT & NO FRAUD REPORTING:

The observations of Auditor in his report read with the relevant note to accounts in
schedule are self-explanatory and do not require further explanation. The Audit Report
does not contain any qualification, reservation or adverse remark. No fraud has been
reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring
disclosure in the Board’s Report.

SECRETARIAL AUDITOR:

Pursuant to Provision of section 204(1) of the Companies Act, 2013, the Board has
appointed M/s. K. P. Rachchh & Co., Practicing Company Secretary, to conduct
Secretarial Audit for the financial year 2024-25 and also re-appointed to conduct
Secretarial Audit for the financial year 2025-26.

SECRETARIAL AUDITORS’ REPORT:

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed
herewith to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Secretarial Auditors Report in the prescribed format i.e.
FM MR-3 is attached in this report as Annexure 05.

COST AUDIT/RECORD:

The Company is not falling under the ambit of section 148 of the Companies Act, 2013
and the Companies (Cost Records & Audit) amendment Rules, 2014 is not applicable to
the Company. Hence company has not maintained Cost Records and Cost audit is not
applicable.

33) CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to conduct its business in a socially responsible, ethical and
environmentally friendly manner and to continuously work towards improving quality of
life of the communities in its operational areas. The Company has duly constituted CSR
Committee, which is responsible for fulfilling the CSR objectives of the Company and this
committee is framed with a motive to pay back for the society as and when it gets
opportunity. Details relating to Composition and Meeting of CSR Committee is given
above in the point relating to Committees of the Board.

However, provisions of section 135 of the Companies Act, 2013 related to CSR is not
applicable to Company.

34) CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
Annexure 06 and attached to this report.

35) ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
March 31, 2025 is available on the Company’s website on www.

https: / /www.sarautoproductsltd.com/annual-returns.html.

36) RISK MANAGEMENT:

The Company has identified the key risks area which may affect the business goals and
periodically revisits the relevance of the identified risks and progress of the mitigation
plans undertaken. The Risk Management Committee and the Audit Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit committee has additional oversight in area of financial risks and
controls.

37) 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:

During the year under consideration, there were no such kind instances by/with the
company, so no details are required to be mentioned herewith.

38) DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there were no application made and no any proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016.

39) WHISTLE BLOWER POLICY (VIGIL MECHANISM):

Whistle Blower (vigil mechanism) is a mechanism which provides a format for all
stakeholders, employees and directors of the Company to approach the Chairman of the
Audit Committee of the Company and make protective disclosures about the unethical
behavior towards stakeholder/employee of the company, leak of UPSI, actual or
suspected fraud or violation of the Company’s Code of Conduct and the Company has a
Whistle Blower Policy (Vigil Mechanism) and has established the necessary mechanism
pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI
(LODR) Regulations, 2015, Regulation 9A(6) of SEBI (Prohibition of Insider Treading)
Regulation, 2015 for all the Stakeholder, Employee and Director of the Company to report
their genuine concern or grievance and the audit committee shall oversee the vigil
mechanism. The Vigil mechanism will provide adequate safeguards against victimization
of employees and directors who avail of the vigil mechanism. The Whistle Blower Policy is
an extension of the exiting Code of Conduct of the Company, which requires every
employee to promptly report to the Management any actual or possible violation of the
Code or an event he becomes aware of that could affect the business or reputation of the
Company. The disclosures reported are addressed in the manner and within the time
frames prescribed in the Policy. Under the Policy, each employee of the Company has an
assured access to the Ethics Counselor/Chairman of the Audit Committee.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation for the continued
cooperation, guidance, support and assistance received during the year under report by
our Bankers, all the customers, suppliers of the Company including Government
agencies. The Board of Directors also wishes to express its appreciation for the efforts
and contribution made by the employees at all levels during the year under report.

Place: Rajkot For and on Behalf of

Date: 7^th August, 2025 Sar Auto Products Limited

Rameshkumar D. Virani
Chairman and Managing Director
DIN: 00313236