The Board of Directors are pleased to present the Fortieth Annual Report on thebusiness and operations of your Company along with the Audited financial statementsfor the financial year ended 31st March, 2025. The Statement of Accounts, Auditors'Report, Board's Report and attachment thereto have been prepared in accordance withthe provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of theCompanies (Accounts] Rules, 2014.
During the Financial Year 2024-25, your Company achieved revenue of ^8,707.31 lakhsand profit of ^838.70 lakhs, as against revenue of ^8,340.81 lakhs and profit of ^944.18lakhs in the previous year. This represents a growth of 4.39% in revenue, while profitmargins witnessed a decline.
As part of fastest growing Service sector of Travel and Tourism industry in India, carrental business has seen robust growth over the years and is expected to continue withgrowth trajectory in the coming years. Our company is planning to put in place severalinitiative to scale-up our market share by investing into fleet acquisition, technologyabsorption in terms of reservations and fleet management and expansion into otherbusiness verticals. Our company also introduced Electric Vehicles in its fleet andplanning to add more units to conform to the recent trends.
Particulars
For the year ended31.03.2025(Rs. in Lacs)
For the year ended31.03.2024(Rs. in Lacs)
Total Revenue
8766.76
8382.69
Total Expenses
6228.46
5972.21
Operating Profit
2538.30
2410.49
Finance Cost
286.34
282.22
Depreciation & AmortizationExpenses
1123.77
1019.30
Profit before Tax
1128.19
1108.97
Tax Expenses:
Current Tax
(247.00)
(255.00)
Deferred Tax
(42.50)
90.21
T ax Adjustments
--
Profit for the year
838.69
944.17
Earnings Per Share
144.57
192.63
During the year under review, your Company has not transferred any amount to theGeneral Reserves.
During the year under review, the Company recorded revenue of Rs. 8707.31 lacs asagainst last year revenue of Rs.8340.81 lacs. The profit before tax stood at Rs. 1128.19lacs against profit before tax of Rs.1108.97 lacs previous year.
During the year under review, the Company issued and Allotted 90,000 equity sharesof ^10 each at a premium of ^890.10 per share, by way of preferential allotmentthrough private placement. Consequently, the paid-up share capital of the Company isincreased and stood at ^58,01,400 as on 31st March, 2025
Newly allotted Equity Shares will rank pari passu with the Existing Equity shares of theCompany.
The Board of Directors of your company is pleased to recommend a dividend of INR. 1per equity share of the face value of INR. 10 each (@10%), payable to thoseShareholders whose names appear in the Register of Members as on the Book Closure /Record Date.
The financial position of the Company in the financial year 2024-25 is satisfactory. TheCompany expects to achieve better performance during the F.Y. 2025-26.
There is no change in the nature of business of the Company during the year and thereis no revision in Board's Report and whatever submitted herewith is the final report.
8. REPORT DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIESAND STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTSOF ASSOCIATE COMPANY
Company is not having any subsidiary, joint venture, associate Company and hence thestatement containing the salient feature of the financial statement of a company'ssubsidiary, joint venture, associate company under the first proviso to subsection (3) ofsection 129 in the prescribed Form AOC-1 is not applicable.
Sr.
Name of Company
Subsidiary /Joint
Date of cessation
No.
ventures/Associate
of Subsidiary /
Company
Joint ventures/
Associate
Company.
N
LA.
There are no new Subsidiary/Joint Ventures/Associate Companies of the Companyduring the year under review.
During the year under review, your Company did not have any subsidiary, associate andjoint venture Company.
Corporate Governance deals with ethical conduct, integrity and accountability.Corporate Governance essentially involves balancing the interest of all the stakeholdersof the Company.
Pursuant to the Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements]Regulations, 2015, the Compliancerelated to the Corporate Governance is applicable tothe company .The Corporate Governance report is attached as ANNEXURE G. Certificatefrom the Auditors of the Company, Mrs. Shilpa Shah, practicing Company Secretaries,confirmingcompliance with the conditions of Corporate Governance asstipulated underChapter IV of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements]Regulations, 2015 is presented in a separate sectionformingpart of the Annual Report.
Your Company has not accepted any deposits within the meaning of Section 73 and 76of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014.
(i) Directors
Your Board currently comprises of 6 Directors including 4 Non Executive Directorsand 2 Executive Director.
Mr. Pranav Kapur (DIN NO:07813604) Non- Executive Non Independent Director willretire by rotation and being eligible and not being disqualified under section 164 ofthe Companies Act, 2013, offers herself for re-appointment.
Following are Key Managerial Personnel of the Company during the financial year2024-25:
Sr. No.
Name
Designation
1.
Mr. Chintan A. Patel
Chaiperson, Managing Director &CEO
2.
Mr. Ramachandran C.G
Chief Financial Officer
3.
Ms. Sudha Didwania
Company Secretary & ComplianceOfficer
Note: Ms. Sudha Didwaniya was appointed in the place of Mrs. Agrima Shah as aCompany Secretary cum Compliance officer on 11th November,2024 and Mrs. AgrimaShah was resigned from the post of Company Secretary Cum Compliance officer on 13 thAugust,2024
The Company has complied with the provisions of section 149(6] of the CompaniesAct, 2013. The Company has also obtained declarations from all the IndependentDirectors pursuant to section 149(7] of the Companies Act, 2013.
Pursuant to provision of the Companies Act, 2013 and Statement on AnnualEvaluation of the Company, the Board has carried out the annual performanceevaluation of its own performance and other Directors. A structured questionnairewas prepared after taking into consideration inputs received from the Directors,covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees, Board culture, execution andperformance of specific duties, obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including theChairman of the Board, who were evaluated on parameters such as level ofengagement and contribution, independence of judgment, promotion of participationby all directors and developing consensus amongst the directors for all decisions.
During the Financial year, total 7 (Seven] meetings of the Board of Directors were heldon following dates:
Date
Mr.Chintan
Patel
Mrs.Maneka
Mulchanda
ni
Mr.Vi
nay
Rane
Mr.Pranav
Kapur
Mr.AnilK
ulkarni
Mr.
Pankil
Amin
Mr. JanakPatel
1
30.05.2024
Yes
NA
2
13.08.2024
3
11.10.2024
4
12.11.2024
5
04.12.2024
No
6
11.02.2025
7
03.03.2025
16. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-
a. in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March, 2025 and of theloss of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors, had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and the Company conduct internal Financial Control during the year.
f. Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of theCompanies Act, 2013, formulated the policy setting out the criteria for determiningqualifications, positive attributes, independence of a Director and policy relating toremuneration for Directors, Key Managerial Personnel and other employees. The saidpolicy is available on www.autoriders.com website of the Company.
Apart from determining the Company's Policy on specific remuneration packages forExecutive Directors including pension rights and any compensation payment and to fixthe remuneration payable to executive directors, the terms of reference is as per theprovisions of section 178 of the Companies Act, 2013 and rules framed there under.
Nomination and Remuneration Committee comprises of:
1. Mr. Anil Kulkarni - Independent Director (Chairman of the Committee)
2. Mr. Janak Patel - Independent Director (Member)
3. Mr. Pranav Salil Kapur- Non-executive director (Member)
The Nomination and Remuneration Committee met five (5) time during the year. Thedetails of the same are as follows:
Mr.Vinay
Yeshwant
Mr. AnilShankarKulkarni
Mr. Janak Patel
Mr. PranavSalil Kapur
4.
5.
Due to the Demise of the Mr. Vinay Rane, Mr. Janak Patel was appointed as aMember of the Committee to fill the Vacancy and Mr. Anil Kulkarni became theChairman of the Committee.
The Nomination and Remuneration Policy for Working Directors is reviewedperiodically to ensure that the same is in line with the peer companies. The payment ofremuneration is duly approved by the Remuneration Committee, the Board ofDirectors and the Shareholders.
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act, 2013. The details of the Committee and its terms of referenceare as follows:
The terms of reference of the Audit Committee are pursuant to section 177 of theCompanies Act, 2013. In addition, the Audit Committee reviews the AccountingPolicies, interacts with the Statutory Auditor and Internal Auditor and discusses theAudit program with them. The committee acts as a link between the Management,Auditors and Board of Directors of the Company and has full access to financialinformation.
Recommendations of the Audit Committee, if any, are considered and implemented bythe Board from time to time
Audit Committee comprises of:
1. Mr. Anil Kulkarni - Independent Director (Chairman of the Committee]
2. Mr. Janak Patel- Independent Director (Member]
3. Mr. Pranav Salil Kapur- Non executive director (Member]
The Audit Committee met Six (6] times during the year. The details of the same are asfollows:
Mr. VinayYeshwantRane
Mr. AnilKulkarni
Mr PranavSalil Kapur
6.
Due to the Demise of the Mr. Vmay Rane Mr. Janak patel appointed as a Member ofthe Committee to fill the Vacancy and Mr. Anil Kulkarni became the Chairman ofthe Committee.
The minutes of the audit committee meetings were noted at the subsequent Boardmeetings.
The Company Secretary is the secretary to the committee.
The Stakeholders Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act, 2013.
Stakeholders Relationship Committee comprises of:
3. Mrs. Maneka Vijay Mulchandani - Director (Member]
The Stakeholders Relationship Committee met Once (1] time during the year. Thedetails of the same are as follows:
Mr. VinayRane
Mrs. ManekaMulchandani
YES
The minutes of the Stakeholders Relationship committee meetings were noted at theboard meetings.
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company have, pursuant to the provisions of Section177(9] of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings ofBoard and its Powers] Rules, 2014, framed “Vigil Mechanism Policy” for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguardsto employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements, incorrect or misrepresentation of any,financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievanceto the Chairman of the Audit Committee. The Company is committed to adhere to thehighest standards of ethical, moral and legal conduct of business operations.
During the Financial year 2024-25, no complaint of Harassment had been received fromany of the employee of the Company.
The Company has obtained adequate insurance on all of its fixed and other assets. Inaccordance with the risk management policy of the Company, the Board of Director ofthe Company identifies the potential risks against the business of the Company time totime and take proper safeguards to mitigate / minimize the risks. Key business risksand their mitigation are considered in the annual/strategic business plans and inperiodic management reviews. The risk management policy is available onwww.autoriders.com website of the Company.
The information as per Section 134(3] (m) of the Companies Act, 2013 read with theCompanies (Account] Rules, 2014 with respect to conservation of energy, technologyabsorption & foreign exchange earnings and outgo is as follows:
Energy conservation dictates how efficiently a Company can conduct its operations. TheCompany has recognized the importance of energy conservation in decreasing thedeleterious effects of global warming and climate change. The Company hasstrengthened the Company's commitment towards becoming an environment friendly
organization. The Company carries out regular maintenance and development work ofelectricity equipment to save the energy. The Company is also using the energy efficientproducts to reduce wastage of scarce energy.
The Company is using the electricity as main source of its energy requirement. TheCompany is not having/exploring any alternate source of energy.
For the year under review, there was no investment in energy conservation equipment.
i) The efforts made towards technology absorption: No efforts were taken.
The Company has not absorbed/made any new technology during the year.
No technology was imported during the three years preceding to the year under report.
Foreign Exchange Earnings during the year: Rs.NIL/-(C. Y.)
Rs. NIL/- (P.Y.)
Foreign Exchange Outgo during the year: Rs. NIL/- (C.Y.)
Rs. NIL/- (P.Y)
Adequate internal control systems commensurate with the nature of the Company'sbusiness, size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting, timely feedback on achievement ofoperational and strategic goals, compliance with policies, procedure, applicable lawsand regulations and that all assets and resources are acquired economically, usedefficiently and adequately protected.
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March,2025 made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE-A which forms part of this Report. You may also find extract of the Annual Return inform MGT-9 on the Company's website i.e. www.autoriders.com.
Pursuant to the provision of section 135 of the Companies Act, 2013, provision relatedto spending amount towards CSR activity is applicable to the Company during thefinancial year ended 31st March,2025. However, The Company has been carrying outvarious Corporate Social Responsibility (CSR] activities in the areas of education. Theseactivities are carried out in terms of Section 135 readwith Schedule VII of theCompanies Act, 2013 and Companies(Corporate Social Responsibility Policy] Rules,2014.
The Annual Report on CSR Activities undertaken by the Company is annexed herewithas ANNEXURE- F. The CSR Policy is available on Company's websitehttp://www.autoridersrentacar.com/investors.html
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules madethereunder (hereinafter referred to as “The Act”], the Company at its 39th Annual GeneralMeeting('AGM”) held on 10th September,2024 approved the appointment of M/s. VandanaV Dodhia& Co., Chartered Accountant (FRN No. 117812W] as Statutory Auditor for aperiod of 1 years commencing from the conclusion of 39th AGM till the conclusion of the40th AGM to be held in the year.
As required under the provisions of section 139(1] of the Companies Act, 2013, thecompany has received a written consent from M/s Vandana V Dodhia & Co., CharteredAccountant (FRN No. 117812W] to their re-appointment and a certificate, to the effect thattheir re-appointment, if made, would be in accordance with the new Act and the Rulesframed there under and that they satisfy the criteria provided in Section 141 of theCompanies Act, 2013.
Auditors of the Company of M/s. Vandana V Dodhia & Co., Chartered Accountant (FRN No.:117812W)hold office until the conclusion of the 40thAnnual General Meeting and beingeligible offer themselves for re-appointment until the conclusion of 43rd Annual GeneralMeeting of the company.
The Statutory Auditors have not made any qualification in their Report dated 30thMay,2025 for the financial year ended 31st March 2025, However, they have observationson some matters in their report to the Board of Directors of the Company which areannexed as ANNEXURE-C
The Board has appointed Mrs. Shilpa Shah, Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the financial year 2024-25. The Report of theSecretarial Audit Report is annexed herewith as ANNEXURE- B.
The Secretarial Auditors have not made any qualification in their Report dated 13thAugust,2025 for the financial year ended 31st March 2025, However, they haveobservations on some matters in their report to the Board of Directors of the Companywhich are annexed as ANNEXURE-C
The Company is not required to appoint Cost Auditor as it is not required to submit costaudit report pursuant to the provision of the Companies (Cost Records and Audit] Rules,2014.
Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will besending Annual Report through electronic mode i.e. email to all the shareholders whohave registered their email addresses with the Company.
It is hereby confirmed that the Company has complied with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI).
Employees are considered to be team members being one of the most critical resourcesin the business which maximize the effectiveness of the Organization. Human resourcesbuild the Enterprise and the sense of belonging would inculcate the spirit of dedicationand loyalty amongst them towards strengthening the Company's Polices and Systems.The Company maintains healthy, cordial and harmonious relations with all personneland thereby enhancing the contributory value of the Human Resources.
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner, soas to ensure safety of all concerned, compliances environmental regulations andpreservation of natural resources. There was no accident during the year.
31. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THEINDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Company is having Mr. Anil Kulkarni, and Mr.Pankil Balendrabhai Amin and Mr.Janak Patel on Board as an Independent Directors. All the Independent Directors arehaving expertise in the field of Vehicle acquisition, prompt registration of vehicleacquired, advising over various insurance cover of vehicles as well as for passengersand other related things associated with the Business. Independent Directorscontributes towards obtaining various business opportunities, combating the Risksarising in achieving business objective of the company and to lessen the losses in everypossible way.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIALYEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED
Except as disclosed elsewhere in this report, no material changes and commitmentswhich could affect the Company's financial position have occurred between the end ofthe financial year of the Company and date of this report.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the financial year, such controls were tested and noreportable material weakness in the design or operation was observed.
The Company has not granted any loans, not given any guarantees and not made anyinvestment during the financial year 2024-25.
During the year under review the company had entered into transactions with theDirectors, Relatives of KMP and with the entity in which the Directors are common.Details of the said transactions are disclosed in Note No. 35 i.e. Related PartyDisclosures in notes to accounts.
Pursuant to provision of section 188 of the Companies Act, 2013 and the rules madethereunder all the transactions entered into by the Company during the Financial year2024-25 with the related parties are entered in ordinary course of business and are atarm's length basis and not material in nature. Hence, the disclosure under Form No.AOC-2 is not applicable to the Company.
36. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 ANDOTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &REMUNERATION) RULES, 2014
There were no employees of the Company drawing remuneration of Rs. 1.02 crore perannum or more or Rs.8.5 lacs per month or more during the year under review. Thedetails pursuant to Rule 5(2] of The Companies (Appointment and Remuneration ofManagerial Personnel] Rules, 2014 are annexed herewith as ANNEXURE-D.
The Company has adopted a policy for prevention of sexual harassment at theworkplace, in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”]. An InternalComplaints Committee (“ICC”) has been duly constituted as per the provisions of thePOSH Act to redress complaints regarding sexual harassment at the workplace.
During the financial year under review, the Company has complied with all theprovisions of the POSH Act and the rules framed thereunder. Further details are asfollows:
Remarks
a
Number of complaints of Sexual Harassmentreceived in the Year
NIL
b
Number of Complaints disposed off during theyear
c
Number of cases pending for more than ninetydays
The Company has not made any one-time settlement for loans taken from the Banks orFinancial Institutions, and hence the details of difference between amount of the valuationdone at the time of one-time settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.
The Company affirms that it has duly complied with all provisions of the Maternity BenefitAct, 1961, and has extended all statutory benefits to eligible women employees during theyear.
Your Director's state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:
1. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4] of theCompanies (Share Capital and Debenture] Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under reviewand hence no information as per provisions of Section 54(1) (d) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock OptionScheme during the year under review and hence no information as per provisions ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuantto Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital andDebentures) Rules, 2014 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.
6. No frauds were reported by auditors under sub-section (12) of section 143.
7. The Company has not made any application nor any proceedings of the Company arepending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during theyear.
8. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof- Not Applicable during the Financial Year.
Your Director's wish to thank Bankers, Government authorities and variousstakeholders, such as, shareholders, customers and suppliers, among others for theirsupport and valuable guidance to the Company. Your Director's also wish to place onrecord their appreciation for the committed services of all the Employees of theCompany
By order of the Board,ForAUTORIDERS INTERNATIONAL LIMITED,
Director Managing director & CEO
DIN:- 00491027 D I N: - 00482 043
Place : MumbaiDated :13th August, 2025