Your Directors have pleasure in presenting their 50^th (Fiftieth) Annual Report together with the Audited
Financial Statement of the Company for the Year ended March 31, 2025.

FINANCIAL SUMMARY

During the year under review the Company has achieved the following financial results:

(Rs. in Lakhs)

STATE OF COMPANY’S AFFAIRS

During the year under review, the Company generated a revenue of ? 4642.78 lakhs, compared to ?6433.76
lakhs in the previous year. The net profit for the year stood at ?33.29 lakhs, down from ?103.49 lakhs in
the preceding year. This indicates a decline in overall performance for the financial year ended March 31,
2025, compared to the previous year. However, your Directors remains confident in the Company's future
prospects and is actively pursuing strategies to enhance performance and achieve significant improvement.

DIVIDEND

No dividend on equity shares recommended by the Board for the year ended 31st March, 2025 considering
the future plans of the Company.

SHARE CAPITAL

(A) Authorised Share Capital

The Authorised Share Capital of the company stands at Rs. 70,000,000/- divided into 7,000,000
Equity Shares of Rs. 10/- each. During the year, there has been no change in Authorized Share
Capital of the company.

(B) Issued, Subscribed and Paid -Up Share Capital

The Issued, Subscribed and Paid up Share Capital of the company stands at Rs. 57,070,620/-
divided into 5,707,062 Equity Shares of Rs. 10/- each. During the year, there was no change in
the issued, subscribed and Paid-up Share Capital of the company.

TRANSFER TO RESERVES

During the financial year 2024-25, the Company has not transferred any amount to its Reserves.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THETR PERFORMANCE
AND FINANCIAL POSITION

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under
review. However, The Company had a holding company namely M/s Mystic Woodart Private Limited as
on March 31, 2025 and holds 3152500 shares (55.24%) in your company. The details of the Holding
Company as on March 31, 2025 are as follows:

However, the Holding company “Mystic Woodart Private Limited “ has been converted to LLP “Mystic
Woodart LLP ” w.e.f. April 25, 2025 as approved by the Ministry of Corporate Affairs (MCA) without
any change in control or percentage of shareholding of the Holding Entity in our company as “LLP”.

The details of the Holding Company/Body Corporate are as follows:

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred, which may affect the financial position of the Company,
between the end of the financial year of the Company to which the financial statements relate and the date
of the report.

INTERNAL CONTROL SYSTEM

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized
use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The management of the company checks and
verifies the internal control and monitors them in accordance with policy adopted by the company.
Company continues to ensure proper and adequate systems and procedures commensurate with its size
and nature of its business.

CHANGE TN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no Change in the nature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:

Appointments/Re-appointments

During the year under review, there was a Re-appointment of Mr. Rajbir Singh (DIN: 00176574) as a
Director, who retires by rotation in the AGM held on 25^th day of September, 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles
of Association, Mr. Subhash Jain (DIN:00176493), Director, retire by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment. The Board recommends his re¬
appointment for consideration of the Members of the Company at the ensuing Annual General Meeting.

During the Year under review, Ms Priyanka Pathak (DIN:10601570) and Ms. Sonia Mendiratta (DIN:
10237932) was appointed as an Independent Director for a term of 5 consecutive years commencing from
24.08.2024 to 23.08.2029 (both inclusive).

Retirements/Resignations

During the Year under review Mr. Vishal Bhatnagar, Non-Executive - Independent Director, resigned
from directorship w.e.f. 30.09.2024 and Ms. Shilpy Chopra, additional director (Non-Executive-Non
Independent category) w.e.f. 01.10.2024.

Key Managerial Personnel (KMP):

During the year, there was no retirement or resignation of KMP however, there is a Resignation of Ms.
Shweta Bhatnagar from the post of Chief Financial Officer (CFO) and (KMP) of the Company with effect
from 14^th July, 2025 and an appointment of Ms. Priti Mishra (PAN: ARHPM7631F) as Chief Financial
Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from 14^TH August,
2025 at such remuneration and other terms and conditions as may be finalized by the Board in consultation
with the Nomination and Remuneration Committee.

COMPOSITION OF THE BOARD

As per Regulation 17(1D) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the continuation of a director serving on the board of
directors of a listed entity is subject to the approval by the shareholders in a general meeting at least once
in every five years from the date of their appointment or reappointment.

However, this requirement is not applicable to certain directors, including those retiring as per Section
152(6) of the Companies Act, 2013.

In our Company, Mr. Subhash Jain was the only executive director, other than the Managing Director,
Whole-Time Director, and Independent Directors,

However, Appointment of Mr. Subhash Jain (DIN:00176493), Director, is subject to Section 152 of the
Companies Act, 2013, i.e. retire by rotation at the ensuing Annual General Meeting and being eligible
offer himself for re-appointment.

Given that Mr. Subhash Jain's re-appointment was governed by Section 152 of the Companies Act, 2013,
the requirement specified in Regulation 17(1D) of the SEBI Listing Regulations is not applicable to our
Company.

We confirm that our Company's board composition and directors' appointments/re-appointments are in
compliance with the applicable laws and regulations.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all Independent Directors in accordance with
Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub¬
section (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the financial year 2024-25, Nine (09) Board Meeting were convened and held on 06.05.2024,
28.05.2024, 14.08.2024, 30.08.2024, 08.10.2024, 14.11.2024, 31.01.2025, 14.02.2025 & 31.03.2025. The
gap between two meetings did not exceed 120 days.

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS

The performance evaluation of Chairman and the Non-Independent Directors were carried out by the
Independent Directors, considering aspects such as effectiveness as Chairman, in developing and
articulating the strategic vision of the company; demonstration of ethical leadership, displaying and
promoting throughout the company a behaviour consistent with the culture and values of the organization;
contribution to discussion and debate through thoughtful and clearly stated observations and opinions;
creation of a performance culture that drives value creation without exposing the company to excessive
risks.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The criteria for Director’s appointment has been set up by the Nomination and Remuneration Committee,
which includes criteria for determining qualifications, positive attributes, independence of a director and
other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013(“the Act”).

COMPOSITION OF COMMITTEES

The Board has the following Committees as on March 31,2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

AUDIT COMMITTEE

The Company has constituted an Audit Committee as per the provisions of Section 177 of the Companies
Act, 2013 as set out in the following table:

Meetings

During the financial year 2024-25, Four (4) meetings of the Audit Committee were held, as detailed herein
below. The gap between two meetings did not exceed four /months.

The details of the meetings held and the attendance thereat of the Members of the Audit Committee are as
detailed here in below:

NOMINATION AND REMUNERATION COMMITTEE

[Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and
other applicable provision]

The Company has Nomination and Remuneration Committee as set out in the following table:

Meetings

During the financial year 2024-25, the Committee met Two times. The details of the meetings held and
the attendance thereat of the Members of the Nomination and Remuneration Committee are as detailed
herein below:

STAKEHOLDER RELATIONSHIP COMMITTEE

[Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and
other applicable provision)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the
Act read with Regulation 20 of SEBI (LODR), 2015. It looks after the stakeholder’s grievances and
redressal of investors’ complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of
dividend etc.Committee is constituted as set out in the following table:

Meetings

During the financial year 2024-25, the Committee has met once in the year. The details of the meeting
held and attendance there at of the Members of the Stakeholders Relationship Committee are as detailed
herein below:

MEETING OF INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent directors of
the Company shall hold at least one meeting in a year without the attendance of non-Independent Directors
and members of management. Accordingly a separate meeting of Independent Directors was held on
February 14, 2025 inter alia to discuss and review the performance of Non-Independent Directors and
the board as a whole: review the performance and to assess the quality, Quantity and timeliness of flow of
information. The Independent Directors have handed over the proceedings of the meeting to the Managing
Director of the Company.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided
by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All our policies are available on our
website www.autopinsindia.com.The policies are reviewed periodically by the Board and updated based
on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as
follows:

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR
MANAGEMENT PERSONNEL

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board
and all employees in the course of day to day business operations of the Company. The Code lays down
the standard procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
work place in business practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. All Management personnel are being
provided appropriate training in this regard.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE
(PREVENTION. PROHIBITION AND RESDRESSAL) ACT, 2013

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act ,2013
your Company has taken the initiatives towards any action on the part of any executive, which may fall
under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the
dignity of every women working in the premises of the Company. The Policy provides for protection
against sexual harassment of woman at workplace and for prevention of such complaints.

Number of complaints pending as on the beginning of the period - NIL

Number of complaints filed during the financial period - NIL

Number of complaints pending as on the end of the period - NIL

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, regarding employees is given in “Annexure-1”.

AUDITORS

Statutory Auditor and their Report

At the 47^th (Forty Seventh) AGM held on September 28, 2022 of M/S Sanjay Rawal & Co., Chartered
Accountants, (Firm Registration No. 012820N) were appointed as Statutory Auditors of the Company to
hold office for a term of five consecutive financial year, from the conclusion of (Forty-Seventh) Annual
General Meeting of the Company till the conclusion of the (Fifty Second) Annual General Meeting, on
such remuneration as may be mutually agreed upon by the Board of Directors and the Auditors after
consultation with the Audit Committee.

There are no qualifications or adverse remarks in the Auditor’s Report which require any
clarification/explanation. The notes on financial statements are self-explanatory and needs no further
explanation.

Secretarial Auditor and Their Report

As required under section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing
secretarial and related records of the Company.

Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, was appointed as Secretarial
Auditor for carrying out the secretarial audit of the Company for the Financial Year 2024-25. The
Secretarial Audit report for the financial year ended 31^st March, 2025 is annexed with the Board’s report
as Annexure 2

Cost Audit:

The requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not
applicable for the business activities carried out by the Company for the Financial Year 2024-25.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY TN THEIR REPORTS

The notes on account referred to in Auditor’s Report are self-explanatory and, therefore, do not call for
any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014.

Internal Auditor

M/s Bhardwaj & Co. Chartered Accountant (FRN:003681N), Internal Auditor of the Company for the
F.Y. 2024-25 according to Section 138 of the Companies Act, read with Companies (Accounts) Rules,
2014 to carry out the roles and responsibilities during the current financial year which are as follows:

• Evaluated and provided reasonable assurance that risk management, control, and governance
systems are functioning as intended and will enable the organization’s objectives and goals to be
met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit
committee and provided recommendations for improving the organization’s operations, in terms
of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given loan, Guarantees or invested under Section 186
of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

DEPOSITS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company
during the financial year 2024-25 which may adversely impact the status of ongoing concern and
operations in future of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in the Financial Statements
of the company for the financial year ended March 31, 2025. These transactions entered were at an arm’s
length basis and in the ordinary course of business. There were no materially significant related party
transactions with the Company’s Promoters, Directors, Management or their relatives, which could have
had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the
aforesaid related party transactions is enclosed herewith as “Annexure-3”.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been
disclosed in the notes to the financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company’s website.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no
requirement to constitute and formulate a committee under Corporate Social Responsibility.

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

In pursuance to section 134 of the Companies Act, 2013, comments are required in relation to Conservation
of Energy, Technology Absorption as the company is engaged in manufacturing activities.

The details forming part of the extract of Conservation of Energy, Technology Absorption and Foreign
Exchange and Outgo are annexed herewith as Annexure 4.

LISTING REQUIREMENTS

The equity shares of your Company are listed with the BSE Limited and the Annual Listing Fees for the
year 2024-2025 has already been paid to it.

DEMATERATT TZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has established
connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository
Limited (NSDL). In view of the numerous advantages offered by the Depository system, Members are
requested to avail the facility for dematerialization of shares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is
part of the annual report as “Annexure-5”.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as its equity share capital
is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous
financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company for the year ended
31^st March, 2025 that:

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

ii. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year ended 31^st March, 2025, and of the
profit of the Company for that year;

iii. The Directors had taken proper and sufficient care was taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a “going concern” basis;

v. The Directors, being a Listed Company, had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively.; and

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

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including secretarial auditor of the Company as per
Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

ANNUAL RETURN

The Draft Annual Return for Financial Year 2024-25 as per provisions of the Act and Rules thereto, is
available on the Company’s website at https://www.autopinsindia.com/wp-
content/uploads/2025/08/Form-MGT7-Annual-Return-2025.pdf

CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulation, 2015, the certificate from Managing Director and Chief Financial Officer
obtained and is attached in the said annual report.The said certificate is part of the annual report as
“Annexure-6”.

SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the company to
approve the transfer of shares within a period of 15 days from the date of receipt in case the documents
are completed in all respects. Shares under objection are returned within two weeks. All request for
dematerialization of shares are processed, if found in order and confirmation is given to the respective
depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd
(CDSL) within 15 days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company
has formulated “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information” and “Code of Conduct to Regulate, Monitor and Report Trading by Insiders”. “Code of

Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” prescribes the
framework for fair disclosure of events and occurrences that could impact price discovery in the market
for securities of the Company and “Code of Conduct to Regulate, Monitor and Report Trading by Insiders”
has been formulated to regulate, monitor and report trading by employees and other connected persons of
the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India and approved by the Central Government under Section 118(10) of the
Companies Act, 2013

COMPLIANCE WITH MATERNITY BENEFIT

In accordance with the Maternity Benefit Act, 1961, and the amendments thereto, our Company ensures
that female employees are provided with maternity benefits, including paid leave and other benefits, as
prescribed under the Act.

We confirm that our Company is in compliance with the provisions of the Maternity Benefit Act, 1961,
and the rules made thereunder, and provides a supportive work environment for our female employees.

ACKNOWLEDGEMENT

The Company would like to thank all of its Stakeholders, including, inter alia, Suppliers, vendors,
Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout
the year. Your Company also records its appreciation of the contributions made by employees at all levels.
Their commitment, cooperation and support are indeed the backbone of all endeavours of the Company.

By Order of the Board
For AUTO PINS (INDIA) LIMITED

Place: New Delhi
Date: 01.09.2025

Sd/- Sd/-

RAJBIR SINGH SUBHASH JAIN

MANAGING DIRECTOR DIRECTOR

DIN: 00176574 DIN: 00176493

9 SOUTHERN AVENUE D-681-682, J J

MAHARANI BAGH, NEW COLONY, TIGRI,
DELHI - 110065 NEW DELHI -

110062