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DIRECTOR'S REPORT

Autoriders International Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 295.68 Cr. P/BV 5.51 Book Value (₹) 154.29
52 Week High/Low (₹) 850/25 FV/ML 10/1 P/E(X) 35.24
Bookclosure 18/11/2025 EPS (₹) 24.10 Div Yield (%) 0.12
Year End :2025-03 

The Board of Directors are pleased to present the Fortieth Annual Report on the
business and operations of your Company along with the Audited financial statements
for the financial year ended 31st March, 2025. The Statement of Accounts, Auditors'
Report, Board's Report and attachment thereto have been prepared in accordance with
the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the
Companies (Accounts] Rules, 2014.

During the Financial Year 2024-25, your Company achieved revenue of ^8,707.31 lakhs
and profit of ^838.70 lakhs, as against revenue of ^8,340.81 lakhs and profit of ^944.18
lakhs in the previous year. This represents a growth of 4.39% in revenue, while profit
margins witnessed a decline.

As part of fastest growing Service sector of Travel and Tourism industry in India, car
rental business has seen robust growth over the years and is expected to continue with
growth trajectory in the coming years. Our company is planning to put in place several
initiative to scale-up our market share by investing into fleet acquisition, technology
absorption in terms of reservations and fleet management and expansion into other
business verticals. Our company also introduced Electric Vehicles in its fleet and
planning to add more units to conform to the recent trends.

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2025 is
summarized below:

Particulars

For the year ended
31.03.2025
(Rs. in Lacs)

For the year ended
31.03.2024
(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 & Amortization
Expenses

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

2. RESERVES

During the year under review, your Company has not transferred any amount to the
General Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

During the year under review, the Company recorded revenue of Rs. 8707.31 lacs as
against last year revenue of Rs.8340.81 lacs. The profit before tax stood at Rs. 1128.19
lacs against profit before tax of Rs.1108.97 lacs previous year.

4. SHARE CAPITAL

During the year under review, the Company issued and Allotted 90,000 equity shares
of ^10 each at a premium of ^890.10 per share, by way of preferential allotment
through private placement. Consequently, the paid-up share capital of the Company is
increased 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 the
Company.

5. DIVIDEND

The Board of Directors of your company is pleased to recommend a dividend of INR. 1
per equity share of the face value of INR. 10 each (@10%), payable to those
Shareholders whose names appear in the Register of Members as on the Book Closure /
Record Date.

6. CURRENT STATUS

The financial position of the Company in the financial year 2024-25 is satisfactory. The
Company expects to achieve better performance during the F.Y. 2025-26.

7. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of business of the Company during the year and there
is no revision in Board's Report and whatever submitted herewith is the final report.

8. REPORT DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
AND STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS
OF ASSOCIATE COMPANY

Company is not having any subsidiary, joint venture, associate Company and hence the
statement containing the salient feature of the financial statement of a company's
subsidiary, joint venture, associate company under the first proviso to subsection (3) of
section 129 in the prescribed Form AOC-1 is not applicable.

9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT
VENTURES/ASSOCIATE COMPANIES

Sr.

Name of Company

Subsidiary /Joint

Date of cessation

No.

ventures/Associate

of Subsidiary /

Company

Joint ventures/

Associate

Company.

N

LA.

10. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company
during the year under review.

11. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

During the year under review, your Company did not have any subsidiary, associate and
joint venture Company.

12. CORPORATE GOVERNANCE

Corporate Governance deals with ethical conduct, integrity and accountability.
Corporate Governance essentially involves balancing the interest of all the stakeholders
of the Company.

Pursuant to the Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements]
Regulations, 2015, the Compliancerelated to the Corporate Governance is applicable to
the company .The Corporate Governance report is attached as
ANNEXURE G. Certificate
from the Auditors of the Company, Mrs. Shilpa Shah, practicing Company Secretaries,
confirmingcompliance with the conditions of Corporate Governance asstipulated under
Chapter IV of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements]Regulations, 2015 is presented in a separate section
formingpart of the Annual Report.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76
of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Your Board currently comprises of 6 Directors including 4 Non Executive Directors
and 2 Executive Director.

Mr. Pranav Kapur (DIN NO:07813604) Non- Executive Non Independent Director will
retire by rotation and being eligible and not being disqualified under section 164 of
the Companies Act, 2013, offers herself for re-appointment.

(ii) Key Managerial Personnel

Following are Key Managerial Personnel of the Company during the financial year
2024-25:

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 & Compliance
Officer

Note: Ms. Sudha Didwaniya was appointed in the place of Mrs. Agrima Shah as a
Company Secretary cum Compliance officer on 11th November,2024 and Mrs. Agrima
Shah was resigned from the post of Company Secretary Cum Compliance officer on 13 th
August,2024

(iii) Statement on Declaration by an Independent Director(s)

The Company has complied with the provisions of section 149(6] of the Companies
Act, 2013. The Company has also obtained declarations from all the Independent
Directors pursuant to section 149(7] of the Companies Act, 2013.

(iv) Annual Evaluation of Board

Pursuant to provision of the Companies Act, 2013 and Statement on Annual
Evaluation of the Company, the Board has carried out the annual performance
evaluation of its own performance and other Directors. A structured questionnaire
was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was
carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, promotion of participation
by all directors and developing consensus amongst the directors for all decisions.

15. NUMBER OF BOARD MEETINGS

During the Financial year, total 7 (Seven] meetings of the Board of Directors were held
on following dates:

Sr.

No.

Date

Mr.Chintan

Patel

Mrs.Maneka

Mulchanda

ni

Mr.Vi

nay

Rane

Mr.Pranav

Kapur

Mr.AnilK

ulkarni

Mr.

Pankil

Amin

Mr. Janak
Patel

1

30.05.2024

Yes

Yes

Yes

Yes

Yes

Yes

NA

2

13.08.2024

Yes

Yes

NA

Yes

Yes

Yes

Yes

3

11.10.2024

Yes

Yes

NA

Yes

Yes

Yes

Yes

4

12.11.2024

Yes

Yes

NA

Yes

Yes

Yes

Yes

5

04.12.2024

No

Yes

NA

Yes

Yes

Yes

Yes

6

11.02.2025

Yes

Yes

NA

Yes

Yes

No

Yes

7

03.03.2025

Yes

Yes

NA

Yes

Yes

No

Yes

16. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and
explanations obtained by your Directors they make the following statements in terms of
Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-

a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied 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 as at 31st March, 2025 and of the
loss of the Company for the year ended on that date;

c. the Directors have 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 have prepared the annual accounts on a going concern basis;

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 and the Company conduct internal Financial Control during the year.

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

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the
Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The said
policy is available on
www.autoriders.com website of the Company.

(a) Brief description of Terms of Reference:

Apart from determining the Company's Policy on specific remuneration packages for
Executive Directors including pension rights and any compensation payment and to fix
the remuneration payable to executive directors, the terms of reference is as per the
provisions of section 178 of the Companies Act, 2013 and rules framed there under.

(b) Composition, Name of Members and Chairman as on 31.03.2025:

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)

(c) Composition, Name of Members and Chairman:

The Nomination and Remuneration Committee met five (5) time during the year. The
details of the same are as follows:

Sr.

No.

Date

Mr.Vinay

Yeshwant

Rane

Mr. Anil
Shankar
Kulkarni

Mr. Janak Patel

Mr. Pranav
Salil Kapur

1.

30.05.2024

Yes

Yes

NA

Yes

2.

13.08.2024

NA

Yes

Yes

Yes

3.

12.11.2024

NA

Yes

Yes

Yes

4.

04.12.2024

NA

Yes

Yes

Yes

5.

11.02.2025

NA

Yes

Yes

Yes

Due to the Demise of the Mr. Vinay Rane, Mr. Janak Patel was appointed as a
Member of the Committee to fill the Vacancy and Mr. Anil Kulkarni became the
Chairman of the Committee.

(d) Remuneration Policy:

The Nomination and Remuneration Policy for Working Directors is reviewed
periodically to ensure that the same is in line with the peer companies. The payment of
remuneration is duly approved by the Remuneration Committee, the Board of
Directors and the Shareholders.

18. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013. The details of the Committee and its terms of reference
are as follows:

a) Brief description of terms of reference:

The terms of reference of the Audit Committee are pursuant to section 177 of the
Companies Act, 2013. In addition, the Audit Committee reviews the Accounting
Policies, interacts with the Statutory Auditor and Internal Auditor and discusses the
Audit 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 financial
information.

Recommendations of the Audit Committee, if any, are considered and implemented by
the Board from time to time

b) Composition, Name of Members and Chairman as on 31.03.2025:

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]

c) Meetings and Attendance during the year:

The Audit Committee met Six (6] times during the year. The details of the same are as
follows:

Sr.

No.

Date

Mr. Vinay
Yeshwant
Rane

Mr. Anil
Kulkarni

Mr. Janak Patel

Mr Pranav
Salil Kapur

1.

30.05.2024

Yes

Yes

NA

Yes

2.

13.08.2024

NA

Yes

Yes

Yes

3.

11.10.2024

NA

Yes

Yes

Yes

4.

12.11.2024

NA

Yes

Yes

Yes

5.

04.12.2024

NA

Yes

Yes

Yes

6.

11.02.2025

NA

Yes

Yes

Yes

Due to the Demise of the Mr. Vmay Rane Mr. Janak patel appointed as a Member of
the Committee to fill the Vacancy and Mr. Anil Kulkarni became the Chairman of
the Committee.

The minutes of the audit committee meetings were noted at the subsequent Board
meetings.

The Company Secretary is the secretary to the committee.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013.

a) Composition, Name of Members and Chairman as on 31.03.2025:

Stakeholders Relationship Committee comprises of:

1. Mr. Anil Kulkarni - Independent Director (Chairman of the Committee]

2. Mr. Janak Patel- Independent Director (Member]

3. Mrs. Maneka Vijay Mulchandani - Director (Member]

b) Meetings and Attendance during the year:

The Stakeholders Relationship Committee met Once (1] time during the year. The
details of the same are as follows:

Sr.

No.

Date

Mr. Vinay
Rane

Mr. Anil
Kulkarni

Mrs. Maneka
Mulchandani

Mr. Janak Patel

1

30.05.2024

YES

YES

YES

NA

The minutes of the Stakeholders Relationship committee meetings were noted at the
board meetings.

The Company Secretary is the secretary to the committee.

20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company promotes ethical behavior in all its business activities and has put in
place a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company have, pursuant to the provisions of Section
177(9] of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers] Rules, 2014, framed “Vigil Mechanism Policy” for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards
to employees and Directors from any victimization on raising of concerns of any
violations 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/grievance
to the Chairman of the Audit Committee. The Company is committed to adhere to the
highest standards of ethical, moral and legal conduct of business operations.

During the Financial year 2024-25, no complaint of Harassment had been received from
any of the employee of the Company.

21. INSURANCE AND RISK MANAGEMENT POLICY:

The Company has obtained adequate insurance on all of its fixed and other assets. In
accordance with the risk management policy of the Company, the Board of Director of
the Company identifies the potential risks against the business of the Company time to
time and take proper safeguards to mitigate / minimize the risks. Key business risks
and their mitigation are considered in the annual/strategic business plans and in
periodic management reviews. The risk management policy is available on
www.autoriders.com website of the Company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The information as per Section 134(3] (m) of the Companies Act, 2013 read with the
Companies (Account] Rules, 2014 with respect to conservation of energy, technology
absorption & foreign exchange earnings and outgo is as follows:

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy:

Energy conservation dictates how efficiently a Company can conduct its operations. The
Company has recognized the importance of energy conservation in decreasing the
deleterious effects of global warming and climate change. The Company has
strengthened the Company's commitment towards becoming an environment friendly

organization. The Company carries out regular maintenance and development work of
electricity equipment to save the energy. The Company is also using the energy efficient
products to reduce wastage of scarce energy.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company is using the electricity as main source of its energy requirement. The
Company is not having/exploring any alternate source of energy.

(iii) The capital investment on energy conservation equipments:

For the year under review, there was no investment in energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i) The efforts made towards technology absorption: No efforts were taken.

ii) The benefits derived like product improvement, cost reduction, product
development or import substitution:

The Company has not absorbed/made any new technology during the year.

iii) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)

No technology was imported during the three years preceding to the year under report.

iv) Expenditure incurred on Research and Development: Nil.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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)

23. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's
business, size and complexity of its operations are in place. It has been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws
and regulations and that all assets and resources are acquired economically, used
efficiently and adequately protected.

24. EXTRACT OF ANNUAL RETURN

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 in
form MGT-9 on the Company's website i.e.
www.autoriders.com.

25. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of section 135 of the Companies Act, 2013, provision related
to spending amount towards CSR activity is applicable to the Company during the
financial year ended 31st March,2025. However, The Company has been carrying out
various Corporate Social Responsibility (CSR] activities in the areas of education. These
activities are carried out in terms of Section 135 readwith Schedule VII of the
Companies Act, 2013 and Companies(Corporate Social Responsibility Policy] Rules,
2014.

The Annual Report on CSR Activities undertaken by the Company is annexed herewith
as
ANNEXURE- F. The CSR Policy is available on Company's website
http://www.autoridersrentacar.com/investors.html

26. AUDITORS

(i) STATUTORY AUDITOR
Statutory Auditors (Existing Auditor)

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made
thereunder (hereinafter referred to as “The Act”], the Company at its 39th Annual General
Meeting('AGM”) held on 10th September,2024 approved the appointment of M/s. Vandana
V Dodhia& Co., Chartered Accountant (FRN No. 117812W] as Statutory Auditor for a
period of 1 years commencing from the conclusion of 39th AGM till the conclusion of the
40th AGM to be held in the year.

Statutory Auditors (Appointment)

As required under the provisions of section 139(1] of the Companies Act, 2013, the
company has received a written consent from M/s Vandana V Dodhia & Co., Chartered
Accountant (FRN No. 117812W] to their re-appointment and a certificate, to the effect that
their re-appointment, if made, would be in accordance with the new Act and the Rules
framed there under and that they satisfy the criteria provided in Section 141 of the
Companies 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 being
eligible offer themselves for re-appointment until the conclusion of 43rd Annual General
Meeting of the company.

AUDIT REPORT

The Statutory Auditors have not made any qualification in their Report dated 30th
May,2025 for the financial year ended 31st March 2025, However, they have observations
on some matters in their report to the Board of Directors of the Company which are
annexed as
ANNEXURE-C

(ii) SECRETARIAL AUDITOR

The Board has appointed Mrs. Shilpa Shah, Company Secretaries in Practice to undertake
the Secretarial Audit of the Company for the financial year 2024-25. The Report of the
Secretarial Audit Report is annexed herewith as
ANNEXURE- B.

AUDIT REPORT

The Secretarial Auditors have not made any qualification in their Report dated 13th
August,2025 for the financial year ended 31st March 2025, However, they have
observations on some matters in their report to the Board of Directors of the Company
which are annexed as
ANNEXURE-C

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost
audit report pursuant to the provision of the Companies (Cost Records and Audit] Rules,
2014.

27. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be
sending Annual Report through electronic mode i.e. email to all the shareholders who
have registered their email addresses with the Company.

28. SECRETARIAL STANDARDS

It is hereby confirmed that the Company has complied with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI).

29. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources
in the business which maximize the effectiveness of the Organization. Human resources
build the Enterprise and the sense of belonging would inculcate the spirit of dedication
and loyalty amongst them towards strengthening the Company's Polices and Systems.
The Company maintains healthy, cordial and harmonious relations with all personnel
and thereby enhancing the contributory value of the Human Resources.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliances environmental regulations and
preservation of natural resources. There was no accident during the year.

31. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT 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 are
having expertise in the field of Vehicle acquisition, prompt registration of vehicle
acquired, advising over various insurance cover of vehicles as well as for passengers
and other related things associated with the Business. Independent Directors
contributes towards obtaining various business opportunities, combating the Risks
arising in achieving business objective of the company and to lessen the losses in every
possible way.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL
YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED

Except as disclosed elsewhere in this report, no material changes and commitments
which could affect the Company's financial position have occurred between the end of
the financial year of the Company and date of this report.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to
financial statements. During the financial year, such controls were tested and no
reportable material weakness in the design or operation was observed.

34. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER
SECTION 186 OF THE COMPANIES ACT OF 2013

The Company has not granted any loans, not given any guarantees and not made any
investment during the financial year 2024-25.

35. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year under review the company had entered into transactions with the
Directors, 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 Party
Disclosures in notes to accounts.

Pursuant to provision of section 188 of the Companies Act, 2013 and the rules made
thereunder all the transactions entered into by the Company during the Financial year
2024-25 with the related parties are entered in ordinary course of business and are at
arm'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 AND
OTHER 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 per
annum or more or Rs.8.5 lacs per month or more during the year under review. The
details pursuant to Rule 5(2] of The Companies (Appointment and Remuneration of
Managerial Personnel] Rules, 2014 are annexed herewith as
ANNEXURE-D.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of sexual harassment at the
workplace, in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”]. An Internal
Complaints Committee (“ICC”) has been duly constituted as per the provisions of the
POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follows:

Sr. No.

Particulars

Remarks

a

Number of complaints of Sexual Harassment
received in the Year

NIL

b

Number of Complaints disposed off during the
year

NIL

c

Number of cases pending for more than ninety
days

NIL

38. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE,2016:

The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the 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 is not applicable.

39. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit
Act, 1961, and has extended all statutory benefits to eligible women employees during the
year.

40. GENERAL DISCLOSURES

Your Director's state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:

1. The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4] of the
Companies (Share Capital and Debenture] Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Section 54(1) (d) of the Act read with
Rule 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 Option
Scheme during the year under review and hence no information as per provisions of
Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant
to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an
impact 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 are
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year.

8. The 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- Not Applicable during the Financial Year.

41. ACKNOWLEDGEMENT

Your Director's wish to thank Bankers, Government authorities and various
stakeholders, such as, shareholders, customers and suppliers, among others for their
support and valuable guidance to the Company. Your Director's also wish to place on
record their appreciation for the committed services of all the Employees of the
Company

By order of the Board,
ForAUTORIDERS INTERNATIONAL LIMITED,

Maneka Mulchandani Chintan Patel

Director Managing director & CEO

DIN:- 00491027 D I N: - 00482 043

Place : Mumbai
Dated :13th August, 2025

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