Your directors have pleasure in presenting the 36^th Annual Report on the business and operations of Company and the
financial accounts for the year ended 31^st March 2025.

Financial Highlights

The financial highlights of your Company, for the year ended 31^st March, 2025 are summarized below:

( In Lakhs)

Company's Performance and State of
the Company's Affairs

The Company recorded net revenue from operations of
37,716.18 Lakhs in FY 2024-25, 0.896% higher than
37,381.84 Lakhs in FY 2023-24. The Profit before Tax
for FY 2024-25 was 908.50 Lakhs as compared to Profit
before Tax of 890.81 Lakhs for FY 2023-24. The Profit
after Tax for FY 2024-25 was 645.49 Lakhs as compared
to Profit after Tax of 549.22 Lakhs for FY 2023-24.

Dividend

The Board of Directors have recommended a dividend
of 12% i.e. 0.60/- per share (Previous Year 0.60/- per
share) on 1,07,88,010 equity shares of 5/- each for the

year ended 31^st March, 2025. The dividend on equity
shares, if approved by the Members would involve a total
outflow of 64.72 Lakhs (Previous Year 64.72 Lakhs).

Financial Statements

Full version of the Annual Report 2024-25 containing
complete Balance Sheet, Statement of Profit & Loss,
other statements and notes thereto, prepared as per the
requirements of Schedule III to the Companies Act, 2013,
Directors' Report (including Management Discussion and
Analysis, Corporate Governance Report) are being sent
via email to all shareholders who's email address are
registered with Company.

Full version of Annual Report 2024-25 is also kept open
for inspection by any member. The members who wants
to inspect the Annual Report, can send an email to
corporate@akartoolsltd.com upto the date of ensuing
Annual General Meeting (AGM). The Annual Report
is also available at the Company's website at https://
akarauto.com/.

Share Capital

The paid up equity share capital as on 31^st March, 2025
was 5,39,40,050/- divided into 1,07,88,010 equity
shares of face value of 5/- 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.

Transfer to Reserves

Investor Education and Protection Fund

During the year, your Company transferred the
unclaimed and un-encashed dividends for the year
2016-17 amounting to 2,47,937/- Further Dividend
which was declared by the Company for the year ended
31^st March, 2018 at the Annual General Meeting held
on 28^th September, 2018 and remain unclaimed will
be transferred to the Investor Education and Protection
Fund (IEPF) of the Central Government pursuant to
the provisions of Companies Act, 2013. The last date
for claiming the dividend is 27^th September, 2025.
Thereafter, no claim shall lie on dividend for the year
ended 31^st March, 2018 from the shareholders.

MCA has notified the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (IEPF Rules). Pursuant Section 124(6) of the
Companies Act, 2013 read with IEPF Rules as amended,
all shares in respect of which dividend has not been paid
or claimed for seven consecutive years or more, shall be
transferred by the Company to the IEPF.

Subsidiaries

The Company does not have any subsidiary within the
meaning of the Companies Act, 2013.

Credit Rating

The rating committee of Informatics Valuation and Rating
Private Limited has assigned a long term credit rating of
IVR BBB- (pronounced as IVR Triple B Minus) as against
long term credit rating of IVR BBB- of previous year and a
short term credit rating of IVR A3 (pronounced as IVR A
Three) as against short term rating of IVR A3 of previous
year to the line of credit facility enjoyed by the Company.
The outlook on the long term and short term rating is
stable.

Particulars of remuneration of Directors
/ KMP / Employees

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is attached to this Report as ANNEXURE I.

The statements required under Section 197 read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
('the Rules'), as amended, form part of this Report and
will be made available to any Member on request, as
prescribed therein.

The conservation of Energy and
Technology Absorption, Foreign
Earnings and Outgo

Information in accordance with the provisions of Section
134 (3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 is given in
ANNEXURE II which forms part of this Report.

Statutory Auditors

In the 35^th Annual General Meeting of the Company
held on 30^th September, 2024, M/s. GSA & Associates
LLP, Chartered Accountants, Delhi (Firm Registration
No.000257N/N500339), were re-appointed as the
Statutory Auditors of the Company to hold office until
the conclusion of the 36^th Annual General Meeting. The
term of M/s GSA & Associates, Chartered Accountants,
as Statutory Auditors, expires at the conclusion of the
ensuing annual general meeting.

Board of Directors at its meeting held on 13^th August,
2025, based on the recommendation of the Audit
Committee has recommended the appointment of M/s.
Singh Mundada & Associates, Chartered Accountants
(Firm Registration No.122059W) as the Statutory
Auditors of the Company.

M/s. Singh Mundada & Associates, Chartered
Accountants, have consented to the said appointment
and confirmed that their appointment, if made, would
be within, the limits specified under Section 141(3)
(g) of the Act and that they are not disqualified to be
appointed as statutory auditors in terms of Section 143
of the Act.

M/s. GSA & Associates LLP, Chartered Accountants, will
be appointed as the Statutory Auditors of the Company
from the conclusion of the ensuing Annual General
Meeting till the conclusion of the 37^th Annual General
Meeting to be held in the year 2026, on a remuneration,
out of pocket expenses etc., incurred in connection with
the audit as may be decided by the Board in consultation
with the auditors.

The members are therefore requested to appoint M/s.
Singh Mundada & Associates, Chartered Accountants, as
statutory auditors of the Company for a term of 1 (One)
year from the conclusion of the ensuing Annual General
Meeting till the conclusion of the 37^th Annual General
Meeting, to be held in 2026.

Further, the Independent Auditors Report, by M/s. GSA &
Associates LLP, Chartered Accountants, for the financial
year ended 31^st March, 2025 does not contain any
adverse remark or reservation and therefore, do not call
for any further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

Secretarial Auditors

As per the provisions of Section 204 of the Companies
Act, 2013 and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
amended Regulation 24A of the SEBI Listing Regulations,
the Board of Directors of the Company appointed M/s
Nitin S. Sharma & Associates (CP No. 9761), a peer
reviewed firm of Company Secretaries in Practice as
Secretarial Auditors of the Company for a period of
five years, i.e., from April 1, 2025 to March 31, 2030,
subject to approval of the Shareholders of the Company
at the ensuing AGM. The Report of the Secretarial
Auditor for FY 24-25 is annexed herewith as Annexure

III. The said Secretarial Audit Report does not contain any
qualification, reservations, adverse remarks or disclaimer.

Cost Auditors

As per the provisions of Section 148 (3) of the Companies
Act, 2013, the Board of Directors of the Company had
appointed M/s B R Chandak & Co. (Registration No.
21959), as Cost Auditors of the Company, for conducting
the audit of cost records for the financial year ended
31^st March 2025. The Cost Auditor has submitted its
report for the financial year 2024-25 to the Board of
Directors and the same has been approved by the Board
of Directors in their meeting held on 13^th August, 2025.
A proposal for ratification of remuneration of the Cost
Auditors for the financial year 2025-26 is placed before
the shareholders for ratification / approval.

The Cost accounts and records of the Company are duly
prepared and maintained as required under Section
148(1) of the Act.

Adequacy of Internal Financial
Control System

According to Section 134(5)(e) of the Companies Act,
2013, the term Internal Financial Control (IFC) 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.

Rule 8(5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of Internal
Financial Controls with reference to the financial
statements to be disclosed in the Board's report. The
Company has a well-placed, proper and adequate IFC
system which ensures that all assets are safeguarded
and protected and that the transactions are authorised,
recorded and reported correctly. The Internal Auditors
are an integral part of the internal control system of the
Company. To maintain its objective and independence,
the Internal Auditors report to the Audit Committee of
the Board. The Internal Auditors monitor and evaluate
the efficacy and adequacy of internal control systems in
the Company.

Directors

Appointment/Reappointment

The Board on recommendations of Nomination and
Remuneration Committee and in accordance with the
provisions of the Act and SEBI Listing Regulations has
re-appointed Mr Anil Kumar Gupta (DIN: 02643623)
and Mr Ulhas Gaoli (DIN: 00286833) as a Non-Executive
Independent Director on the Board for a second term
from 13^th August, 2024 to 12^th August, 2029, the
Members have approved the said re-appointment by
passing a special resolution by way of postal ballot.

Further during the year, the Board on recommendations
of Nomination and Remuneration Committee and
in accordance with the provisions of the Act and
SEBI Listing Regulations has reappointed Mr Pradeep
Nijampurkar (DIN: 01805132) as the Whole Time
Director of the Company for a term from 01^st April 2025
to 31^st March 2028, the Member have approved the said
re-appointment by passing a special resolution by way
of postal ballot.

The Board on the recommendation of Nomination
and Remuneration Committee and in accordance with
the provisions of the act and SEBI Listing Regulations,
has reappointed Mr Sunil Todi (DIN: 00061952) as the
Managing Director of the Company for a tenure of 5
years from 16^th September, 2025 to 15^th September,
2030 (both days inclusive), subject to approval of
Members at this AGM.

Director retiring by rotation:

Mr Narendrakumar Gupta (holding DIN: 00062268)
retires by rotation under Section 152 of the Companies
Act, 2013 and being eligible, offers himself for
re-appointment.

The disclosures required pursuant to Regulation 36 of the
SEBI Listing Regulations and the Secretarial Standards on
General Meeting ('SS-2') are given in the Notice of AGM,
forming part of the Annual Report.

Declaration by Independent Directors:

Your Company has received declarations from Mr B. R.
Galgali, Mrs Bhavna Saboo, Mr Anil Kumar Gupta and
Mr Ulhas Gaoli, Independent Directors, under provisions
of Section 149(7) of the Companies Act, 2013, stating
that they meet the criteria of independence as provided
under sub-section (6) of Section 149 of the Act and
Regulation 16(1) (b) of the SEBI Listing Regulations. In

terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not
aware of any circumstances or situation, which exists
or may be reasonably anticipated, that could impair or
impact their ability to discharge their ability duties with
an objective independent judgement and without any
external influence. The Independent Directors of the
Company have undertaken requisite steps towards the
inclusion of their names in the data bank of Independent
Directors maintained with the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfil the
conditions specified in the Act as well as the Rules made
thereunder and are independent of the Management.

Key Managerial Personnel

The Key Managerial Personnel (KMP) of the Company as
per Section 2(51) and 203 of the Companies Act, 2013
are as follows:

* Mr. Radhyeshyam Rathi has resigned as a Company
Secretary and Compliance Officer of the Company from
19^th June, 2025.

Annual Return

A copy of annual return as provided under Section 92
(3) of the Companies Act, 2013 in the prescribed form,
is hosted on the Company's website and can be accessed
at https://akarauto.com/annual-returns/

Corporate Governance

All the requirements of the Corporate Governance are
adhered to both in letter and spirit. All the committees
of the Board of Directors meets at regular intervals as
required in terms of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. Board of Directors
have taken all necessary steps to ensure compliance
with all statutory requirements. The Directors and Key
Managerial Personnel of your Company have complied

with the approved 'Code of Conduct for Board of
Directors and Senior Executives of the Company'.

The report on Corporate Governance as required
under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this
report and is annexed as ANNEXURE IV.

Number of Meetings of the Board of
Directors and Committee Meetings

The details regarding the number of meetings of the
Board of Directors and Committee meetings during the
period under review is given in the Corporate Governance
Report.

Performance Evaluation of the Board, its
Committees and Individual Directors

Pursuant to applicable provisions of the Companies
Act, 2013 and the Listing Regulations 2015, the Board,
in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing,
inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees and
Individual Directors, including Independent Directors.
The detailed information in this regard has been given in
the Corporate Governance Report.

Management Discussion and analysis

A detailed report on the Management Discussion and
analysis is annexed as ANNEXURE V and forms part of
this report.

Whistle Blower Policy / Vigil Mechanism
for Directors and Employees

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 organisation'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://akarauto.com/policies/.

Nomination and Remuneration Policy

Pursuant to the requirement under Section 134(3)
(e), Section 178(3) of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations, the
Nomination and Remuneration Committee of the Board
of Directors has in place a policy which deals with the
manner of selection of Board of Directors and Managing
Director and their remuneration. The objectives and key
features of this policy are:

(a) Formulation of the criteria for determining
qualifications, positive attributes of directors,
Key Managerial Personnel (KMP) and senior
management personnel and also independence of
Independent Directors;

(b) Aligning the remuneration of Directors, KMPs and
senior management personnel with the Company's
financial position, remuneration paid by its industry
peers etc.;

(c) Performance evaluation of the Board, its committees
and Directors including Independent Directors;

(d) Ensuring Board diversity;

(e) Identifying persons who are qualified to become
Directors and who may be appointed in senior
management in accordance with the criteria laid
down; and

(f) Directors' induction and continued training.

The Nomination and Remuneration policy of the
Company is available on Company's website and can be
accessed at https://akarauto.com/policies/.

Particulars of Contracts and
Arrangements with Related Parties

All related party transactions and those entered during
the financial year were in the ordinary course of business
and on arm's length basis. All related party transactions
are placed before the Audit Committee for review and
approval. Prior omnibus approval is also obtained from
the Audit Committee for the related party transactions
which are of repetitive nature and which can be foreseen
and accordingly the required disclosures are made to
the Audit Committee on quarterly basis in terms of the
omnibus approval of the Committee.

Since all the related party transactions entered into
by the Company were in ordinary course of business
and were on an arm's length basis during the period
under review, therefore Section 188 (1) of Companies
Act, 2013 is not applicable to the said related party
transactions. Therefore, the disclosure of the Related
Party Transactions as required under Section 134(3)(h)
of the Act in AOC-2 is not applicable to the Company
for FY 2024-25 and hence the same is not required to
be provided.

Pursuant to SEBI Listing Regulations, the Resolution for
seeking approval of the Members on material related
party transactions is being placed at the AGM. 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 URL: https://
akarauto.com/policies/

Particulars of Loans, Guarantees or
Investments under Section 186 of the
Companies Act, 2013

There is no loan given or guarantee provided or security
provided or investment made by the Company during
the financial year 2024-25 as per Section 186 of the
Companies Act, 2013.

Dematerialisation of Shares

The shares of your Company are being traded in electronic
form and the Company has established connectivity with
both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages
offered by the Depository system, Members are
requested to avail the facility of dematerialization of
shares with either of the Depositories as aforesaid. As
on 31^st March, 2025, 98.90% of the share capital stands
dematerialized.

Corporate Social Responsibility (CSR)

The net profit of the Company for the FY 2024-25 was
above Rupees Five Crore, therefore, the provisions of
Section 135 of the Companies Act, 2013 and rules related
thereto, relating to Corporate Social Responsibility, are
applicable to the company for the period under review.

The annual report on CSR activities is annexed to this
report as ANNEXURE VI. The CSR Policy is available on
Company's website and can be accessed at https://
akarauto.com/policies/.

Disclosure on Audit Committee

The Audit Committee as on 31^st March, 2025 comprises
of the following Directors:

i. Mrs. Bhavna Saboo (Chairperson)

ii. Mr. B. R. Galgali (Member)

iii. Mr. Sunil Todi (Member)

All the recommendations of the Audit Committee were
accepted by the Board of Directors.

Risk Assessment and Management

Your company is exposed to various business risks.
These risks are driven through external factors like
economic environment, competition, regulations
etc. The Company has laid down a well-defined risk
management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried
out to identify, evaluate, manage and monitor business
and non-business risks. The Audit Committee and Board
periodically review the risks and suggest steps to be
taken to manage/mitigate the same through a properly
defined framework.

During the year, a risk analysis and assessment was
conducted and no major risks were noticed, which may
threaten the existence of the Company.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134 (3) (c)
of the Companies Act, 2013, with respect to Directors
Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual financial statements
for the year ended 31^st March 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures;

(b) the Directors have, in consultation with Statutory
Auditors, selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give true and fair view of the state of affairs of
the Company at the end of the financial year and of
the net profit of the Company for the financial year
ended 31^st March 2025;

(c) the Directors have taken proper and sufficient
care to maintain adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and 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;

(d) the Directors have prepared the annual accounts on
a going concern basis;

(e) the Directors have laid down adequate internal
financial controls to be followed by the Company
and such internal financial controls were operating
effectively during the financial year ended 31^st
March 2025; and

(f) The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and such systems were adequate and operating
effectively throughout the financial year ended 31^st
March 2025.

Details in respect of frauds reported
by auditors under Section 143 (12) of
Companies Act, 2013

During the financial year ended 31^st March 2025, there
were no frauds reported by the auditors to the Audit
Committee or the Board under Section 143 (12) of the
Companies Act, 2013.

Deposits

Your Company has not accepted any deposits under
Chapter V of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014, during
the period under review.

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has
complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
i.e. Secretarial Standard-1 (SS-1) on the meetings of
Board of Directors and Secretarial Standard-2 (SS-2)
on General Meetings read with MCA circulars and SEBI
Circulars issued in this regard.

Material changes affecting the financial
position of the Company

Pursuant to Section 134(3) (i) of Companies Act, 2013
there have been no material changes or commitments
affecting the financial position of the Company, which
have occurred between the end of the financial year and
the date of this report.

Contingent Liabilities

The details of contingent liabilities are given in Note No.
33 of the Notes to Financial Statements.

Nature of Business

There has been no change in the nature of business of
the Company.

Familiarisation Programmes for
Independent Directors

To familiarise Independent Directors with the Company's
operations, as required under Regulation 25(7) of the
SEBI Listing Regulations, the Company has held various
programmes for the Independent Directors during the
period under review.

The details of such familiarisation programmes is
available on the website of the Company https://
akarauto.com/ under the head 'Board of Directors' under
'Familiarisation Programme'.

Human Resources

Your 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, your Company has initiated several
interventions that will enhance the engagement of the
employees. Being a people centric organisation, your
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. Your 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 358.

Occupational Health, Safety,
Environment and Industrial Relations

Your Company has effectively deployed policies on Safety,
Occupational Health & Environment at all locations. It
continually focuses on improving the effectiveness of
system processes, through globally accepted standards.
Your Company develop and manufacture products that
are safe, eco-friendly and economical. Your Company
reviews its processes and its behaviour on a regular basis
and measures its effect on people's health and on the
nature.

During the year the Company had cordial relations with
workers, staff and officers. The shop floor management is
done through personal touch, using various motivational
tools and meeting their training needs requirements. The
Company has taken initiative for safety of employees and
implemented regular safety, imparted machine safety
training, wearing protective equipment etc.

Listing

Your Company's shares continue to be listed on BSE
Limited and are actively traded. The listing fee to BSE
Limited for the year 2025-26 has been paid by your
Company.

Policy against Sexual Harassment
at Workplace

Pursuant to the provisions of Section 4(1) of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company
has in place an Internal Complaints Committee. The
following is a summary of sexual harassment complaints
received and disposed off during the year:

No. of complaints received: Nil

No. of complaints disposed off: NA

No. of complaints pending for more than 90 days: NA

Compliance with Maternity Benefit
Act 1961

Your Company is in full compliance with the provisions

of the Maternity Benefit Act 1961 A formal Maternity

Benefit Policy has been adopted and implemented
across the organization, ensuring that all eligible women
employees receive the statutory benefits, including paid
maternity leave, job protection, and related entitlements,
as prescribed under the Act.

The Company remains committed to promoting a safe,
inclusive, and supportive work environment for all
employees and regularly reviews its policies to ensure
alignment with applicable legal requirements and best
practices.

Code of conduct

Directors, Key Managerial Personnel and Senior
Management of the Company have confirmed
compliance with the Code of Conduct applicable to the
Directors and employees of the Company. The Code
of Conduct is available on the Company's Website
and can be accessed at https://akarauto.com/policies/.
A Declaration made in this by Managing Director is
annexed to this report as ANNEXURE X

Policy for preservation of documents
and archival policy

In compliance with Regulation 9 of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended
from time to time, the Company has in place the policy
for preservation of document and archival policy.

Acknowledgements

Your Directors are pleased to express their gratitude for all
the co-operation and assistance received from bankers,
members, customers, vendors, various Government
authorities for their support and faith in the Company.
Your Directors also wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.

For and on Behalf of Board
N K Gupta

Date: 13^th August 2025 (Chairman)

Place: Chh. Sambhaji Nagar (Aurangabad) DIN. 00062268