Autoline Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 30th Annual Report of Autoline Industries Limited (the company/AIL) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31,2026.

1. FINANCIAL RESULTS

The financial highlights for the year under review compared to the previous financial year are given below:

(Rs. in Lakhs except EPS)

PARTICULARS	Standalone		Consolidated
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from operations	82,229	65,693	82,405	65,855
Earnings before Interest, Financial Charges, Depreciation, Tax & Amortization - (EBIDTA)	8,400	7,261	8,470	7,256
Less: Finance Cost	3,975	3,171	4,001	3,205
Less: Depreciation & amortization expenses	2,146	1,746	2,182	1,780
Add: Exceptional items	2,184	(358)	2,184	(358)
Profit Before Tax	4,463	1,986	4,471	1,913
Tax Expense	597	82	621	102
Profit After Tax (PAT)	3,866	1,904	3,850	1,811
Profit/ (Loss) from Discontinued operations	-	-	-	(32)
Profit/ (Loss) for the year	3,866	1,904	3,850	1,779
Other Comprehensive Income	(55)	(63)	(56)	(61)
Profit Attributable to group	3,866	1,904	3,850	1,811
Earnings per Share (Basic) (in Rs.)	8.62	4.75	8.59	4.44
Earnings per Share (Diluted) (in Rs.)	8.62	4.51	8.59	4.21

2. AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES

Your directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire profit for the financial year ended March 31, 2026 in the profit and loss account.

3. DIVIDEND

Though your company has earned Profit after Tax (PAT) of Rs. 3,866 Lakhs during the year, the board of directors do not recommend dividend for the financial year 2025-26 as the board wishes to retain the earnings to meet its financial obligations and for growth.

4. STATE OF THE COMPANYS AFFAIRS, FINANCIAL PERFORMANCE AND BUSINESS OVERVIEW

During the financial year ended March 31, 2026, the Company delivered a strong financial and operational performance, reflecting the successful execution of its business strategy, improved operational efficiencies and continued confidence of its customers.

The Companys standalone revenue from operations reached a record Rs. 822.29 Crore during the year under review, registering a growth of 25.17% over the previous financial year. The improved performance was primarily driven by higher business from key OEM customers, increased contribution from the passenger vehicle segment, higher tooling revenues and improved volumes across strategic programs. The Company also reported a significant improvement in profitability, supported by enhanced operating leverage, disciplined cost management and improved product mix.

During the year, the Company continued to strengthen its presence across passenger vehicle, commercial vehicle and emerging electric vehicle (EV) segments by successfully executing key customer programs and enhancing its manufacturing capabilities. The Company remained focused on operational excellence, quality improvement, customer satisfaction and sustainable business growth.

Looking ahead, the Company remains optimistic about its future growth prospects, supported by a healthy order pipeline, increasing business opportunities from existing and new customers, and continued investments in automation, technology and capacity enhancement. The management will continue to focus on operational efficiency, prudent financial management, strengthening working capital discipline and creating long-term sustainable value for all stakeholders.

Your Directors place on record their sincere appreciation for the continued support and confidence of the Companys customers, shareholders, bankers, suppliers, business associates and all other stakeholders. The Directors also acknowledge the dedication, commitment and valuable contribution of the employees at all levels, whose continued efforts have significantly contributed to the Companys performance during the year.

The performance of businesses is detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

5. NO CHANGE IN THE NATURE OF BUSINESS

The Company continues to operate in the same line of business, and there has been no change in the nature of its business during the year under review.

6. BUSINESS OVERVIEW - FY 2025-26

FY 2025-26 marked an important phase in Autoline Industries Limiteds journey from business recovery towards scalable and sustainable growth. The Company strengthened its position as an integrated design, engineering and manufacturing automotive component platform, supported by increased customer programme volumes, improving capacity utilisation, enhanced engineering capabilities and disciplined execution across its manufacturing operations.

Autolines product and manufacturing portfolio encompasses sheet metal components and assemblies, exhaust systems, pedal systems, door assemblies, load bodies, hinges, skin panels and other value-added automotive structures and assemblies. Its integrated design and manufacturing capabilities enable the Company to participate across passenger vehicle, commercial vehicle and emerging electric vehicle (EV)-linked programmes of leading automotive OEMs.

Strong Financial and Operational Performance

FY26 was characterised by a significant step-up in operating scale. Revenue from operations increased from approximately Rs.657 crore in FY25 to approximately Rs.822 crore in FY26, representing growth of approximately 25% year-on-year. Profitability also strengthened substantially, with Profit After Tax (PAT) increasing from approximately Rs.19 crore in FY25 to approximately Rs.38.66 crore in FY26.

The Companys EBITDA margin remained at approximately 9.5%, while the PAT margin improved to approximately 4.9%, reflecting stronger bottom-line conversion despite the requirements associated with capacity ramp-up and a higher operating base.

The fourth quarter provided particularly strong exit momentum. Q4 FY26 revenue reached approximately Rs.289 crore, supported by improved customer schedules, tooling execution and higher plant utilisation. This represented a significant sequential and year-on-year improvement and demonstrated the operating leverage available to the business as utilisation levels increase.

Key Drivers of FY26 Growth

The improvement in FY26 was supported by a combination of OEM programme ramp-up, improved operating scale, tooling and engineering revenues, better fixed-cost absorption and stronger integration between engineering and manufacturing activities. Passenger vehicle and commercial vehicle programmes contributed to higher volumes, while tooling execution supported both revenue and profitability, particularly towards the end of the year.

The Company continued to deepen its participation in strategic customer platforms rather than pursuing topline growth in isolation. Its engineering capabilities have increasingly become an important differentiator, enabling Autoline to engage with customers from the design and development stage through tooling, industrialisation and serial production.

Manufacturing and Capacity Development

During the year, the Company continued to strengthen its manufacturing infrastructure with a focus on capacity augmentation, automation, productivity enhancement and removal of operating bottlenecks. The capacity strategy includes the deployment of hydraulic presses, robotic welding solutions and other automation-led interventions aimed at improving throughput, quality consistency and manpower productivity.

The Company has increasingly linked capital deployment to customer programme visibility, commissioning milestones, utilisation and expected financial returns. Quality and safety validation, equipment readiness and disciplined ramp-up continue to remain integral to the capital expenditure governance process.

Customer and Platform Diversification

Autoline continued to strengthen its relevance across passenger vehicles, commercial vehicles and EV/ new-energy mobility programmes. Higher-complexity sheet metal assemblies and greater integration of engineering and manufacturing capabilities provide opportunities to increase value addition across programmes.

Passenger vehicle growth was supported through expanding programme participation and operating leverage, while commercial vehicle opportunities benefited from improving customer delivery capabilities and capacity augmentation. The emerging EV and new-energy vehicle ecosystem also provides opportunities for lightweight structures, assemblies and design-engineering solutions.

Operational Excellence and Cost Discipline

With the increase in business scale, the management continued to focus on the quality of revenue and profitability rather than volume growth alone. Key areas of emphasis during FY26 included material productivity, yield improvement, Bill of Material (BOM) accuracy, supplier negotiations, scrap optimisation, manpower productivity and improved utilisation of installed assets.

The Company also strengthened its focus on working capital discipline through closer monitoring of receivables, inventory, tooling recoveries and financing requirements. While the stronger FY26 performance demonstrates the operating potential of the business, material-cost intensity, finance costs, inventory and receivable cycles remain critical areas for continued management attention.

Engineering, Technology and Future Mobility

Autolines integrated design, engineering and manufacturing model continues to be an

important element of its competitive positioning. Engineering integration enables the Company to participate beyond conventional build-to-print manufacturing and supports customer engagement in product development, tooling, manufacturing engineering and industrialisation.

The Company is progressively strengthening automation and technology deployment across its operations to improve productivity, process control, quality and data visibility. These initiatives are expected to support higher throughput and enhance the scalability of manufacturing operations as customer programmes mature.

Sustainability, Quality and Governance

The Company recognises that long-term competitiveness in the automotive industry increasingly depends upon the integration of quality, safety, sustainability, technology and governance into day-to-day manufacturing decisions. FY26, therefore, saw continued attention towards OEM-aligned quality requirements, sustainability expectations and compliance readiness.

Capital expenditure, customer programme execution and working capital deployment are increasingly being evaluated through a framework of financial discipline and accountability, with emphasis on utilisation, contribution margins, cash conversion and return on investment.

Outlook

FY26 has established a materially stronger operating base for Autoline Industries Limited. The year demonstrated the Companys ability to convert higher customer volumes and improving asset utilisation into substantially higher revenue and profitability. Revenue increased by approximately Rs.165 crore year-on-year, PAT more than doubled, and the year concluded with strong Q4 operating momentum.

Going forward, the strategic priority is to convert scale into sustainable, cash-generative growth. The Company will continue to focus on customer and platform depth, capacity utilisation, material and manpower productivity, engineering-led value addition, disciplined capital allocation and stronger working capital management.

FY26 can, therefore, be viewed as a year in which Autoline moved beyond recovery and established the foundation for its next phase of growth, with

scale, operational discipline, technology, governance and customer relevance at the centre of its business strategy.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

The Company confirms that there have been no material changes or commitments affecting its financial position between the end of the financial year and the date of this Report.

8. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There has been no revision of the financial statements or the Boards Report during the year under review.

9. CAPITAL STRUCTURE

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 46,00,00,000 (Rupees Forty-Six Crores Only) divided into 4,60,00,000 Equity shares of Rs. 10/- each to Rs. 51,00,00,000 (Rupees Fifty-One Crores Only) divided into 5,10,00,000 Equity shares of Rs. 10/- each, pursuant to the approval of the Members of the Company obtained on January 02, 2026.

Subscribed and Paid-up share capital

During the year under review, upon conversion of 22,00,000 warrants, fully paid-up at Rs. 10/- each, into an equal number of fully paid-up Equity Shares, the Board, vide resolution passed by circulation on 27 June 2025, approved the allotment of 11,00,000 Equity Shares each to Mr. Shivaji Tukaram Akhade and Mr. Sudhir Vithal Mungase.

Post allotment of aforesaid equity shares, the Issued, Subscribed and Paid-up share capital of the Company at the year-end was Rs. 45,37,54,010/- divided into 4,53,75,401 equity shares of Rs. 10/- each.

Further raising of funds through Preferential Allotment

The Board of Directors of the Company, after obtaining the shareholders approval and In-principle approvals of stock exchanges, allotted 32,65,000 Warrants of Rs. 10/- each on February 5, 2026 to Mr. Shivaji Akhade, one of the promoters and Managing Directors of the Company at an issue price of Rs. 75/- each upon receipt of 25% amount upfront.

The funds raised through this Preferential Issue were utilized towards the working capital requirements of the Company. As per the terms of issue of the warrants, the remaining amount shall be paid by the allottees within 18 months from the date of allotment of the warrants.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review, no shares were transferred to the Investor Education and Protection Fund (IEPF). However, the total number of shares held in the IEPF account stood at 29,883 equity shares as at March 31, 2026.

11. MANAGEMENT

Directors, Key Managerial Personnel and Senior Management

As on March 31, 2026, our Board comprised of seven members, headed by a Non-Executive - Independent Director Chairperson, Three Executive Directors, Two Non-Executive - Independent Director and One Non-Executive - Nominee Director. Two out of Seven members are women directors. The composition of Board is in accordance with the requirements of Listing Regulations 2015 & Companies Act, 2013.

Changes in Directors and Key Managerial Personnel during year

Mr. Shivaji Tukaram Akhade was designated as the Chief Executive Officer (CEO) of the Company with effect from December 3, 2025, while continuing as the Managing Director. Mr. Kailas Thopate was appointed as the Chief Operating Officer (COO) with effect from November 8, 2025, and Mr. Mayank Sharma was appointed as the Chief Business Officer (CBO) with effect from the same date.

Mr. Venugopal Pendyala served as the Chief Executive Officer of the Company up to September 30, 2025. Mr. Uttam Kumar Biswas ceased to be the Chief Financial Officer of the Company with effect from the close of business hours on December 31, 2025 and consequent to this cessation, Mr. Venugopal Pendyala was appointed as the Group Chief Financial Officer (GCFO) of the Company with effect from January 1, 2026.

Subsequent to the close of the financial year, Mr. Siddarth Somnath Razdan (DIN: 09796281), Non-Executive - Nominee Director, resigned from the Board of the Company with effect from May 15,

2026, pursuant to the withdrawal of his nomination by Indianivesh Renaissance Fund in accordance with the terms of the Investment Agreement entered into with the Company.

Declaration given by Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The Independent Directors have also confirmed that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. Further, the Company has in place a Code of Conduct for Directors and Senior Management Personnel, and all the Directors and Senior Management Personnel have affirmed compliance with the said Code for the year under review.

Familiarization Program for Independent Directors

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our Board with the business of the Company, industry in which the Company operates, business model, challenges, regulatory updates etc. through various programs which includes interaction with subject matter experts within the Company, meetings with our functional leads etc. on regular basis.

Board Meetings

Seven meetings of the Board of Directors were held during the year. The intervening gap between two consecutive Board Meetings was within the period prescribed under the Act and SEBI LODR. The details of the composition of the Board and the attendance of the Directors at the Board meetings are provided in the Corporate Governance Report forming a part of this Annual Report.

Board Committees

The Company has constituted various Board-level Committees in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These Committees assist the Board in discharging its responsibilities effectively by focusing on specific areas such as audit, nomination and remuneration, stakeholder relationships, and Corporate Social Responsibility, thereby strengthening the Companys overall corporate governance framework.

The Board of Directors of your Company has constituted the following Committees:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

Detailed information on the above Committees, including their composition, terms of reference, meetings held, and attendance of members, is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Audit Committee

During the period under review, the four meetings of Audit Committees were held and the Audit Committee has carried out its functions in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviewed financial statements, internal financial controls, audit reports, and other matters as specified in its terms of reference. There were no recommendations made by the Audit Committee which required separate or specific consideration by the Board. All recommendations and observations of the Committee, being routine in nature, were duly accepted and noted by the Board of Directors.

Companys Policy on Directors Appointment and Remuneration

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations requires the NRC to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company and recommend the same for approval of the Board.

The Company, based on the recommendation of the NRC, has framed a Nomination and Remuneration Policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

The Policy provides that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-term and long-term performance objectives. The policy also has the unique feature of providing Directors, Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

In compliance with Section 178(4) of the Companies Act, 2013 and the rules made thereunder, the salient features of the Nomination and Remuneration Policy of the Company and its web link are given as under. The complete policy is available at

The Non-executive Directors have no pecuniary relationship or transactions with the Company. Further, the Company makes no payments to the Non-executive Directors other than sitting fees and commissions based on profits which is in accordance with the provisions of the Companies Act, 2013 including the Rules made thereunder and SEBI LODR.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10) and 25(4) of the Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and of Individual Directors. The performance evaluation of Independent Directors was carried out by the entire Board of the Company. The performance was evaluated on the basis of 1-5 scores (Min: 1, Max: 5) each on the basis above parameters.

The Board reviewed the performance of Individual Directors based on various aspects which, inter-alia, included transparency, performance, the level of participation in the Board Meetings, inputs provided to executive management on matters of strategic importance, familiarization with the business of the Company and its Subsidiaries, etc.

The outcome of the performance evaluation of the Board for the year under review was discussed by the Board in their Meeting. All Directors expressed satisfaction with the evaluation process.

Remuneration of Directors and Employees of listed companies

The detail pertaining to remuneration as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B to this report.

Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanations 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 as on March 31, 2026 and of the profit of the Company for that period.

iii) The Directors have taken proper and sufficient care 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 have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively, which are being further strengthened.

12. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Internal Auditors/Audit Department monitors and evaluates the organizations adherence to operational systems, accounting procedures, and policies at all of the Company and its Subsidiaries locations, as well as the effectiveness and sufficiency of internal control systems. Based on the report from the internal audit function and internal auditors, the Board has advised the functional heads and process owners to take corrective action in order to improve the controls.

13. DISCLOSURES RELATING TO SUBSIDIARIES AND ASSOCIATES

A. Autoline Industrial Parks Limited (AIPL):

Sale of Investments in Autoline Industrial Parks Limited (AIPL): During the year under review, the Company and its wholly owned subsidiary Autoline Design Software Limited have transferred whole of their stake held in AIPL to MNSC Realty And Developers Private Limited in terms of the Share Purchase Agreement dated August 08, 2023 entered with MNSC Realty And Developers Private Limited. The control and management of the AIPL has also been transferred in favour of the MNSC Realty And Developers Private Limited with effect from April 16, 2026 and the said Entity ceased to be a Subsidiary or an Associate of the Company.

B. Autoline Design Software Limited (ADSL):

ADSL, The Company provides engineering software services, product design, development support, testing and validation solutions to both internal and external customers. Over the years, ADSL has designed and developed products for customers including Volkswagen, Tata Motors, Ford and General Motors, though certain legacy businesses have since been discontinued. During the year under review, ADSL continued development activities for Mahindra & Mahindra and pursued opportunities with various domestic customers in the automotive segment.

ADSL has also been supporting the Company in development and commercialization of electric mobility products including electric cycles and EV mobility solutions. The Board has envisaged ADSL as a technology and innovation hub for the Autoline Group with focus on creation of world-class mechanical assemblies, lightweight and eco-friendly designs.

During the year under review, ADSL achieved revenue from operations of Rs. 313.96 Lakhs with a net profit of Rs. 51.71 Lakhs. The performance was impacted mainly due to customer-side project timeline extensions. Revenue during the year was primarily driven by EV projects, engineering development support and tool room support provided to the Company. ADSL continues to play a strategic role as an in-house engineering and design partner by supporting product development, innovation and rapid prototyping initiatives while also exploring opportunities for external commercial business.

Further, the Board of Directors of the Company, at its meeting held on May 15, 2026, approved the Scheme of Amalgamation of ADSL with Autoline Industries Limited under Sections 230 to 232 of the Companies Act, 2013, subject to receipt of requisite statutory and regulatory approvals. The Appointed Date of the Scheme is April 1, 2025 or such other date as may be approved by the Honble National Company Law Tribunal (NCLT). The proposed amalgamation is expected to result in greater operational integration, improved organizational efficiency, enhanced financial flexibility, optimal utilization of resources, reduction in administrative and operational costs and improved synergies for the combined entity. Since ADSL is a wholly owned subsidiary of the Company, no shares shall be issued pursuant to the amalgamation and the existing shareholding of the Company in ADSL shall stand cancelled upon the Scheme becoming effective.

C. Autoline E-Mobility Private Limited (AEMPL):

The EV business of the Group is being developed through the subsidiary company, Autoline E-Mobility Private Limited (AEMPL), with engineering design and technical support from Autoline Design Software Limited (ADSL). AEMPL is focused on electric mobility solutions including electric cycles and low-speed electric two-wheelers, with gradual expansion plans into high-speed electric scooters.

During the year under review, AEMPL continued to strengthen its EV business platform through product development, dealer network expansion and launch readiness initiatives. The Company successfully sold 282 electric cycles during FY26 and achieved revenue from operations of Rs. 59.51 Lakhs. During the year, AEMPL added 32 new dealers and revived 10 inactive dealers through focused pricing and market outreach initiatives.

AEMPL has also successfully completed certification of two low-speed electric scooter models and is in the process of commercial launch readiness. The Company has identified assembly infrastructure, dealer partners and supply chain arrangements for the proposed rollout of its EV products. AEMPL is presently focusing on development of dealer networks, digital marketing platforms, after-sales support systems, warranty infrastructure and spare parts availability to support future growth plans.

The Company is developing its EV business under the Oxstar brand with focus on safe, reliable and affordable low-speed mobility solutions catering to students, urban commuters, delivery users and other mobility segments. The products are designed with emphasis on stronger chassis, safety orientation, reliability and service-backed support systems.

AEMPL is targeting expansion across key markets including Maharashtra, Gujarat, Madhya Pradesh, Chhattisgarh and Karnataka through phased dealer network growth and market penetration strategies. The Company also plans to strengthen its online and digital presence through website launch, social media outreach and digital marketing campaigns to support business expansion.

During the year under review, AEMPL achieved revenue from operations of Rs. 60 Lakhs with a net loss of Rs. 63 Lakhs and to that extent it has been included in the consolidated results of the Company. The performance during the year was impacted mainly due to inventory shortages and initial business development investments associated with EV business expansion and launch readiness activities. However, the management remains optimistic about future growth opportunities in the EV mobility segment and continues to focus on building scalable operations, distribution capabilities and customer support infrastructure for long-term growth.

D. Koderat Investments Limited, Cyprus - (Koderat):

Your Company had acquired 100% stake in Koderat Investments Limited in September, 2008 (Koderat) a Company incorporated and existing under the laws of Cyprus; acting as a Special Purpose Vehicle (SPV). Further Koderat invested funds in SZ Design Srl and Zagato Srl Italian limited liability companies, Milan and acquired 49% equity share capital of said Italian companies. These companies were into the business of developing, designing and providing engineering services.

SZ Design Srl has been declared bankrupt by the Tribunal of Milan on January 2, 2015 and the judiciary receiver has been appointed by the Bankruptcy Tribunal and the investment in this Company was impaired to Nil as not realizable. The net assets value of Zagato Srl has turned negative due to incurring losses in previous years and it was declared voluntarily in liquidation. Koderat is no more a shareholder of Zagato Srl as it is excluded as a shareholder by a Special Resolution passed in the meeting of Zagato Srl which is registered with the Registry in Cyprus. Koderat is a Special Purpose Vehicle (SPV) and it has no business activities and hence there is no contribution of Koderat to the performance of the Company during the year under review.

14. SUBSIDIARIESFINANCIALS

A Report on the performance and financial position of each of the subsidiaries of the Company pursuant to Rule 8 (1) read with Rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed as Annexure -A and forms a part of this Annual Report.

15. DETAILS OF DEPOSITS

The Company has neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review. Accordingly, there are no outstanding deposits as on the date of the Balance Sheet. The Company has duly filed Form DPT-3 with the Registrar of Companies within the prescribed timelines.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, investments, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013, along with the purpose of utilization by the recipients, are disclosed in the Notes to Accounts to the Standalone Financial Statements for the financial year ended on March 31, 2026 and form part of this Annual Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and pursuant to the recommendation of the Audit Committee, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions (RPT Policy). The said Policy is available on the Companys website and can be accessed at

During the financial year 2025-26, all related party transactions entered into by the Company were in the ordinary course of business and on an arms length basis. All such transactions were placed before and approved by the Audit Committee and the Board of Directors, wherever required. Prior omnibus approval of the Audit Committee was obtained for transactions which were repetitive in nature or could not be foreseen, in accordance with the applicable provisions. The details of related party transactions entered into pursuant to such omnibus approvals were reviewed by the Audit Committee on a quarterly basis.

Pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no materially significant related party transactions or arrangements entered into by the Company falling under the scope of Section 188(1) of the Act. Accordingly, the disclosure in Form AOC-2 is not applicable to the Company.

Details of all related party transactions entered into during the financial year 2025-26 are disclosed in the Standalone Financial Statements, which forms an integral part of this Annual Report. Further, in compliance with Regulation 23 of the Listing Regulations, the Company has submitted half-yearly disclosures of related party transactions to the stock exchanges within the prescribed timelines.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - C .

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognizes its responsibility towards society and remains committed to contributing to the development of a knowledge-based and inclusive economy. In accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), the Company has constituted a Corporate Social Responsibility (CSR) Committee. The CSR Committee assists the Board and the Company in formulating, monitoring, and implementing the Corporate Social Responsibility (CSR) policy and initiatives of the Company. It ensures that CSR activities are undertaken in accordance with applicable laws and aligned with the Companys objectives. The composition of the CSR Committee is disclosed in the Annual Report on CSR activities forming part of this Annual Report.

The Company has also formulated a CSR Policy, which is available on the website of the Company at

Details of CSR initiatives undertaken during the financial year, along with the amount required to be spent, amount actually spent are provided in the Annual

Report on CSR activities annexed as Annexure D in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and forms an integral part of this Boards Report.

20. RISK MANAGEMENT

The Company was not covered under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period under review and, accordingly, was not mandatorily required to constitute a Risk Management Committee. However, the Company has voluntarily constituted a Risk Management Committee to strengthen its oversight of the risk management framework and to enhance the effectiveness of risk identification, assessment and mitigation processes.

The Company has established adequate and effective internal processes, systems and resources to identify, monitor and mitigate risks. The Risk Management Committee, with the support of the management, oversees the implementation of the risk management framework and ensures that appropriate risk mitigation strategies are in place.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

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 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns, including unethical behavior, actual or suspected fraud, violations of applicable laws and regulations, or any other misconduct.

The Vigil Mechanism ensures adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time, and it is affirmed that no Director or employee has been denied access to the Audit Committee.

The mechanism aims to provide a robust redressal system for concerns relating to, inter alia, questionable accounting practices, internal controls, or fraudulent financial reporting.

The Whistle Blower Policy is in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations and is available on the website of the Company at

22. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS

During the period under review, there were no significant or material orders passed by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations.

23. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), the members of the Company at the 26th Annual General Meeting held on September 29, 2022, had appointed M/s. Sharp & Tannan Associates, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 31st Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors and that they are eligible to hold office as Statutory Auditors of the Company. The Audit Committee periodically reviews the independence, objectivity and effectiveness of the audit process.

Statutory Auditors Report

The Notes to Accounts referred to in the Auditors Report are self-explanatory, therefore, do not call for any further clarifications under Section 134(3)(f) of the Act except the Auditors have issued an Audit qualification as follows:

Details of Audit Qualification

Company had recognised credit for Minimum Alternate Tax (MAT) for the Assessment Years 2011-12 and 2012-13 corresponding to financial years 2010-11 and 2011-12 under section 115 JAA of the provisions of the Income Tax Act, 1961 totalling to Rs. 1,193.61 Lakhs. As per the provisions of the Income Tax Act, 1961, these MAT Credits are available for utilization for a period of 15 years from the year in which it is recognized. The Company expects to utilise the MAT credit within the remaining period. During the quarter

ended June 30, 2025 the company has written off the MAT credit of Rs. 596.81 Lakhs, and the balance of Rs. 596.80 Lakhs has been carried forward. However, in our opinion, based on the financial projections made available to us as well as the existence of accumulated carry forward losses as per tax laws, it is unlikely that such MAT Credit of Rs. 596.80 Lakhs can be utilized within the designated period. Accordingly, the MAT Credit Asset, total comprehensive income & retained earnings in the financial results are overstated to that extent.

Explanations/Comments by the Board

Utilization of MAT Credit amounting to Rs. 477.19 Lakhs corresponding to AY 2011-12 and Rs. 716.42 Lakhs corresponding to AY 2012-13 is scheduled to expire in FY 2025-26 and FY 2026-27, respectively. Accordingly, the Company has already written off MAT Credit amounting to Rs. 596.81 Lakhs during FY 2025-26, and the remaining MAT Credit balance Rs. 596.80 Lakhs shall be written back during FY 2026-27 in accordance with the provisions of the Income Tax Act, 1961. Management would also like to clarify that the aforesaid write-off/write-back does not have any impact on the cash flows or operational profitability of the Company.

The Management has taken note of the Auditors observation regarding the audit trail in Spine HR and SAP B1. The audit trail functionality has subsequently been enabled in SAP HANA and Spine HR.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, and based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on May 24, 2025, had appointed M/s. KANJ & Co LLP, Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from Financial Year 2025-26 up to Financial Year 2029-30, subject to approval of the members. The said appointment was subsequently approved by the members at the 29th Annual General Meeting held on September 29, 2025.

The Secretarial Auditor has confirmed that they are not disqualified to be appointed as Secretarial Auditor and have subjected themselves to the Peer Review process conducted by the Institute of Company Secretaries of India (ICSI) and hold a valid Peer Review Certificate issued by the Peer Review Board of ICSI.

Furthermore, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Secretarial Audit Report issued by the Secretarial Auditor, M/s. Kanj & Co LLP, Company Secretaries, for the financial year ended on March 31, 2026 is annexed herewith as Annexure - E and forms an integral part of this Boards Report.

The Secretarial Audit Report is self-explanatory, therefore, do not call for any further clarifications except the Auditors have issued an Audit qualification that be referred to in Annexure - E to this Boards Report. The explanations/comments of the Board in respect of the said observations are as under:

1. The omission was inadvertent and unintentional. The observation/adverse remark made by the Secretarial Auditors was continuing one and for which the Board had explained its comments in their earlier reports. The omission of Boards explanation in its report for the year ended 31st March 2025 was purely unintentional and the Board shall ensure that henceforth its report contain the appropriate comments on the observations, if any made in the Secretarial Audit Report by the Secretarial Auditors.

2. The Company has filed the Annual Performance Reports for FY 2018-19 to FY 2022-23 and is in the process of filing the remaining reports.

3. The Company had intimated the resignation of the CEO to the Stock Exchanges within the prescribed timeline. However, due to an inadvertent omission, the resignation letter containing the reasons for resignation was not attached to the initial disclosure and was subsequently submitted.

4. The Company had duly submitted the EGM proceedings to the stock exchange, including shareholders approval for alteration of the MOA relating to increase in Authorized Share Capital. However, due to an inadvertent omission, a separate disclosure regarding the MOA amendment was not submitted separately to the Stock Exchanges.

5. The delay in filing the application for trading approval was due to the technical issue confronted while submitting the application online on the NEAPS Portal. The application was subsequently filed with a delay of 3 days after sorting out the technical issue with the consultation and coordination of the concerned NSE officials.

Further, pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Annual Secretarial Compliance Report for the financial year ended on March 31, 2026 has been obtained from M/s. Kanj & Co LLP, Company Secretaries.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, the Company has appointed M/s. P G. Bhagwat LLR Chartered Accountants, as the Internal Auditors of the Company.

The Internal Audit function is carried out in accordance with the approved internal audit plan and covers a comprehensive review of internal controls, risk management processes, operational efficiency, and compliance with applicable laws and regulations. The Internal Auditors periodically submit their reports to the Audit Committee, which reviews the findings and recommends appropriate corrective actions to the management.

The Internal Audit system plays a key role in strengthening the internal control framework of the Company and ensuring adherence to policies, procedures, and statutory requirements. The scope and functioning of internal audit are reviewed by the Audit Committee from time to time, in line with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Audit Committee also evaluates the adequacy and effectiveness of the internal audit system and ensures that appropriate risk-based audit coverage is maintained across the organization.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Frauds Reported by the Auditor

During the period under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees to the Board under Section 143(12) of the Companies Act, 2013.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

Secretarial Standards (SS) are codified guidelines issued by the Institute of Company Secretaries of India (ICSI) and made mandatory under Section 118(10) of the Companies Act, 2013, to ensure uniform, transparent and legally compliant conduct of Board meetings, general meetings and preparation of the Boards Report.

The Company has complied with the applicable Secretarial Standards during the financial year under review. In particular, the Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), as applicable.

25. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, no application has been filed against the Company by any financial creditor or operational creditor, nor has the Company filed any application, for initiation of Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT). Accordingly, there is no status to be reported in respect of any such application. Further, no CIRP has been initiated or is pending against the Company under the provisions of the IBC during the period under review.

26. ONE TIME SETTLEMENT AND VALUATION

There is no one time settlement with the Banks or financial institution 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 on the Company.

27. CORPORATE ACTIONS AND REGULATORY COMPLIANCE

During the period under review, the Company has duly undertaken and completed all corporate actions in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There was no failure or delay in the implementation of any corporate action. The Company ensures full compliance with all procedural and disclosure requirements in respect of such corporate actions.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company as on March 31, 2026 in Form MGT-7 is available on the website of the Company at the following link

29. STATEMENT OF DEVIATION OR VARIATION IF ANY

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there has been no deviation or variation in the utilization of proceeds raised through preferential issue of convertible warrants and upon conversion of such warrants into equity shares, from the objects stated in the explanatory statement, offer document and disclosures made to the Stock Exchanges.

Further, pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of utilization of funds raised through preferential issue during the financial year 2025-26 are as under:

Particulars	Amount (Rs.)
Funds raised upon conversion of 22,00,000 convertible warrants into equity shares in June 2025 (being 75% of the issue price)	16,91,25,000
Funds raised through issuance of 32,65,000 convertible warrants in February 2026 (being 25% of the issue price)	6,12,18,750
Total Funds Raised during the year	23,03,43,750

The aforesaid funds have been utilized for the objects as stated in the explanatory statement and disclosures made to the Stock Exchanges and there has been no deviation or variation in utilization of the said proceeds.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report (MDAR) for the financial year under review, covering inter alia the industry structure and developments, opportunities and threats, outlook, risks and concerns, internal control systems and financial performance of the Company, annexed herewith and forms part of this Annual Report.

31. CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance forms part of this Annual Report. A certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

The Board of Directors has laid down a Code of Conduct for all members of the Board and Senior Management Personnel of the Company in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Code is available on the website of the Company at .

All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year under review.

A declaration to this effect, signed by the Chief Executive Officer, forms part of the Corporate Governance Report.

32. LISTING AND TRADING STATUS OF SECURITIES

The equity shares of the Company are listed on the BSE Limited (Scrip Code: 532797) and the National Stock Exchange of India Limited (Symbol: AUTOIND), and continue to be actively traded. During the period under review, there has been no suspension of trading in the Companys securities. The Company has complied with all applicable listing requirements under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and has ensured timely disclosures and adherence to regulatory norms, thereby facilitating uninterrupted trading of its securities. The 22,00,000 Equity shares having face value of Rs. 10/- each allotted upon conversion of Warrants have been listed on both the Stock Exchanges.

The Company has paid the annual listing fees for the financial year 2025-26 to BSE Limited and National Stock Exchange of India Limited within the prescribed timelines.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to fostering a safe, inclusive and respectful workplace and maintains a zero-tolerance approach towards sexual harassment. In line with its ESG commitments and in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules made thereunder (as amended from time to time), the Company has in place a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee (ICC).

The framework for prevention, prohibition and redressal of sexual harassment is integrated with the Companys broader governance and social responsibility practices, ensuring a dignified and secure work environment for all employees.

During the financial year under review, no complaints of sexual harassment were received, disposed of, or remained pending for more than ninety days. Further details, as part of the Companys social and governance initiatives, are disclosed in the ESG section forming part of this Annual Report.

34. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder and other recognized accounting practices and policies, to the extent applicable. The Consolidated Financial Statements form part of this Annual Report.

35. MATERNITY BENEFIT

The Company is committed to providing a safe, inclusive and supportive workplace for women employees and continues to comply with the applicable provisions relating to maternity benefits under the Maternity Benefit Act, 1961.

During the financial year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, including Sections 5 (Right to payment of maternity benefit), 8 (Medical bonus), 11 (Nursing breaks) and 12 (Dismissal during absence of pregnancy), read with the rules made thereunder and applicable amendments. Eligible women employees are provided with maternity benefits including paid maternity leave, nursing breaks and protection from dismissal during maternity leave, in accordance with statutory requirements.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity and has established appropriate internal systems and HR policies to uphold the spirit of the legislation. Further, the Company is aligned with the provisions of the Code on Social Security, 2020, particularly Sections 59 to 72 relating to maternity benefits, and shall ensure compliance with the same upon its effective implementation.

36. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, the Business Responsibility and Sustainability Report (BRSR) forms part of this Annual Report. Although the requirement of BRSR is not mandatorily applicable to the Company for the financial year under review, the Company has voluntarily prepared and presented the BRSR as part of its commitment to high standards of corporate governance, transparency and responsible business practices.

The BRSR is a comprehensive disclosure framework prescribed by the Securities and Exchange Board of India (SEBI), which enables companies to report their performance on Environmental, Social and Governance (ESG) parameters. The report is based on the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC), covering areas such as ethics, sustainability, employee well-being, stakeholder engagement, environmental stewardship and responsible growth.

The BRSR includes detailed disclosures under each principle, categorized into essential and leadership indicators, thereby providing a holistic view of the Companys sustainability initiatives and its commitment towards long-term value creation for all stakeholders.

37. OTHER DISCLOSURES

i. The Company has not issued Equity Shares with differential rights as to Dividend, Voting or Otherwise.

ii. The Company has not issued shares (including Sweat Equity Shares) to Employees of the Company under any Scheme.

iii. The Company has not bought back any of its securities;

iv. The Company has not issued any Sweat Equity Shares;

v. The Company has not issued any Bonus Shares.

vi. During the year under review, the industrial relations remained cordial.

38. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support and cooperation extended by various Central and State Government authorities, customers, vendors and lenders, particularly Bank of Baroda, JM Financial Asset Reconstruction Company Limited and Tata Motors Finance Solutions Limited, during a challenging period for the Company.

The Directors also gratefully acknowledge the trust and confidence reposed by the shareholders of the Company. The Directors further wish to place on record their deep appreciation for the commitment, dedication and hard work demonstrated by all employees of the Company, which has been instrumental in sustaining the Companys operations and progress.

For and on Behalf of the Board

Sd/-

Kishor Piraji Kharat

Chairman DIN: 07266945

Date: August 13, 2026

Place: Pune