Automobile Products of India Ltd Directors Report

The Paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 48,17,656/- (Rupees Forty Eight Lakhs Seventeen Thousand Six Hundred Fifty Six Only), comprising 48,17,656 (Rupees Forty Eight Lakhs Seventeen Thousand Six Hundred Fifty Six Only) Equity Shares of face value of Rs.1/- (Rupee One Only) each.

Subsequent to the end of financial year, on April 28, 2026, the Company allotted 13,99,415 fully paid-up equity shares of face value Rs.1 each at an issue price of Rs.1 per share, aggregating Rs.13,99,415, pursuant to a rights issue. The allotment was made to achieve the Promoter shareholding from 84.71% to 65.64% and achieve compliance with the minimum public shareholding requirements under Regulation 38 of the SEBI (LODR) Regulations, 2015.

In view of loss incurred during the year under review and brought forward losses of the Company, your Directors do not recommend payment of any dividend on equity shares.

For the Financial Year ended March 31, 2026, the Board of Directors has not proposed to transfer any amount to the reserves of the Company out of the profits for the year.

The Board of Directors of our Company are as under:

There is no change in the Board of Directors during the Financial Year 2025-26.

Pursuant to Section 149(7) of the Companies Act, 2013, all Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. They have further confirmed that they are not aware of any circumstances that exist or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

Further, pursuant to Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors have confirmed that they are registered with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).Out of the two Independent Directors, Ms. Deepa Mutha has complied with the requirement relating to the online proficiency self-assessment test under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Mr. Devesh Bhatt shall complete the said test within the prescribed timelines. The terms and conditions of appointment of the Independent Directors are available on the Companys website and can be accessed at: Link

Mr. Siddharth Agarwal (DIN: 02055700), Director of the Company retires by rotation at the ensuing Annual General Meeting in accordance with the provisions of Section 152 of the Act, and being eligible, offers himself for re-appointment.

Based on the review and recommendation by the Nomination and Remuneration Committee, the Board recommends his re-appointment to the Members at their ensuing Annual General Meeting.

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. However, in case of urgent business requirements, meetings are convened at a shorter notice with the consent of the Directors or resolutions are passed by circulation in accordance with the provisions of the Companies Act, 2013. During the financial year the meetings of the Board of Directors were held on May 28, 2025, August 11, 2025, October 1, 2025, November 7, 2025 and February 9, 2026.

The attendance of Director(s) at the meeting of the Board of Directors are as under:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee as on March 31, 2026 was as under:

During the year under review, the Audit Committee met on May 28, 2025, August 11, 2025, October 1, 2025, November 7, 2025 and February 9, 2025.

The attendance of Committee Members at the meetings of the Audit Committee held during the financial year ended 31st March, 2026 was as under:

None of the recommendations made by the Audit Committee were rejected by the Board.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 the Company has constituted the Nomination & Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee (‘NRC) presently comprises of the following Directors:

During the year under review, Two (2) meeting of the NRC were held on May 28, 2025 and Oct 01, 2025.

The attendance of Committee Members at the meetings of the NRC held during the financial year ended 31st March, 2026 was as under:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has constituted the Stakeholders Relationship Committee of the Board of Directors.

The Stakeholders Relationship Committee (‘SRC) presently comprises of the following Directors:

During the year under review, One (1) meeting of the SRC was held on May 28, 2025. All the members of the SRC attended the meeting.

As on March 31, 2026, your Company has following Key Managerial Personnel (KMP), pursuant to the provisions of Section 203 of the Act:

*appointed w.e.f. 01.10.2025

During the financial year under review, Mr. Indra Jain resigned from the position of Chief Financial Officer (CFO) of the Company with effect from July 8, 2025. The Board places on record its sincere appreciation for his valuable contributions and services rendered during his tenure with the Company.

Subsequently, Ms. Dipti Parmar was appointed as the Chief Financial Officer (CFO) of the Company with effect from October 1, 2025, pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Kiyana Real Estate Private Limited continues to be the holding company of the Company. After the end of the financial year, in order to achieve compliance with the minimum public shareholding requirements under Regulation 38 of the SEBI Regulations, the Company allotted 13,99,415 fully paid-up equity shares of face value Rs.1 each to the public shareholders. After the allotment of shares under Rights Issue, the shareholding of the Holding Company reduced from 84.71% to 65.64% and the Company achieved compliance with the minimum public shareholding requirements.

The Company does not have any subsidiary, joint venture, associate.

The Management Discussion and Analysis Report, as stipulated under the SEBI Listing Regulations, forms an integral part of this Annual Report. The details relating to the Companys operations, future outlook, internal financial controls and their adequacy, etc. are set out hereunder:

During the year review, total income stood at Rs. 84.15 Lakhs, as against the total income for the previous year of Rs.77.80 Lakhs. Further, the Company reported a loss before tax of Rs. 190.31 Lakhs during the year under review, as compared to the loss before tax of Rs. 124.63 Lakhs in the previous year.

Further, since your Company has incurred losses during the previous years and has accumulated losses and its net worth being fully eroded, the Companys ability to continue as a going concern was uncertain. However, Holding Company i.e. Kiyana Real Estate Private Limited has indicated its intention to arrange the required financial support to the Company and accordingly, the financial statements of the Company have been prepared on a going concern basis.

Your Company has very limited operations and with limited access to equity as well as borrowed funds, the availability of growth opportunities are minuscule. The Company is exploring various business opportunities/ alternatives in order to make operations profitable which includes focusing in businesses like vehicle management services, trading in goods especially targeting B to B segment, etc. The Company is also targeting to increase its focus in services sector, which is growing at faster pace as compared to other sectors.

The Company operates only in one Business Segment i.e. Management Services.

The Company continues to have negligible operations till date and has been incurring losses.

Vehicle management service is highly fragmented industry predominantly catered by small scale industries. Company is evaluating business opportunities to expand the same.

Company has disclosed the same in the Note No. 27 of the Financial Statement.

The Company remains subject to general business risks, changes in regulations, market conditions and availability of resources for recommencement or expansion of business activities.

The Company has adequate internal control systems and procedures commensurate with its present size and activities. The internal controls are aimed at safeguarding the Companys assets, ensuring accuracy of accounting records, prevention and detection of errors and frauds, and compliance with applicable laws and regulations. The adequacy of such controls is reviewed periodically by the management and the Board.

Material developments in Human Resources / Industrial Relations front, including number of people employed: No material development.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations has been provided in the Notes to Financial Statements of this Report.

The financial statements have been prepared basis the treatment as prescribed in the Accounting Standards.

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder are set out in the Notes to the Financial Statements forming part of this Annual Report.

During the year under review, all the transactions covered under section 188(1), entered into by the Company with its related parties, were in ordinary course of business and on arms length basis and the Company is in compliance with the applicable provisions of Companies Act, 2013 in this regard. Accordingly, the disclosure of related party transactions as required under section 134(3) of the Act, in Form AOC-2, is not applicable to the Company.

However, the Company has made disclosures, in relation to the transactions with the related parties pursuant to Indian Accounting Standards (IND AS – 24), as per Note No. 26 forming part of the financial statements annexed hereto.

The Business Responsibility & Sustainability Reporting (BRSR) as part of the Annual Report as required by Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for financial year ended March 31, 2026.

The Company has a Policy governing the appointment and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel. The Policy aims to promote a performance-driven culture and ensure that the Companys human resource practices are aligned with its vision, mission, and values. The key principles of the Policy are as follows:

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. b. In case of appointment of Independent Directors, the Nomination & Remuneration Committee ("NRC") shall satisfy itself with regard to the independence of the Directors vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively. c. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Act. d. The Committee shall consider qualification, expertise and experience of the Directors in their respective fields and personal and professional business standing as key attributes/ criteria, whilst recommending to the Board the candidature for appointment as Director. e. In case of re-appointment of Non-Executive Director, the Board shall take into consideration the performance evaluation of the Director, and their engagement level.

The Remuneration Policy ("the Policy") is in line with aforesaid philosophy. The overall remuneration and practices are endeavoured to be aligned and be consistent with the organizations prevailing/ benchmark practices. The key factors governing formulation of the policy are in line with the provisions of Section 178(4) of the Act.

The Non-Executive Directors may be paid remuneration by way of sitting fees for participation in the Board/ Committee meetings based on the recommendation of Nomination and Remuneration Committee and approval of the Board. The Board, subject to the compliance of the Act, may also consider payment of commission from time to time.

With regards to remuneration to persons other than directors, the Company follows a holistic remuneration practice which are consistent with organizations philosophy, vision and values and which supports to build capacity as well as capabilities of the manpower.

The Policy is available on the website of the Company at https://www.apimumbai.com/investor-relations/investors-information.aspx in section ‘Policies, Codes and Other Information.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. CAS & Co., Chartered Accountants (Firm Registration No.: 111075W), were appointed as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the Annual General Meeting ("AGM") held on September 28, 2023 till the conclusion of the AGM to be held in the year 2028, at such remuneration as may be approved by the Board of Directors.

The Statutory Auditors Report on the Financial Statements for the Financial Year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditor have confirmed that they are not disqualified to act as Statutory Auditor of the Company pursuant to sub-section (3) of Section 141 of the Companies Act, 2013.

With regard to the emphasis of matter made by the Statutory Auditor of the Company in their Audit Report for the financial year ended 31st March, 2026, with respect to presentation of accounts on principles of going concern basis, the Holding company of the Company has indicated its intention to extend the financial support to maintain the Company as a going concern. The same is also disclosed in Note No. 31 to the financial statements annexed hereto.

Other than the aforesaid Emphasis of matter, there are no adverse remarks/ observations/ qualifications made by the Auditor in its report for the financial year 2025-26.

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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 SEBI Listing Regulations, the Board of Directors had appointed Mr. Yogesh Singhvi, Practicing Company Secretary, as Secretarial Auditor of the Company, on May 19, 2026, to conduct the Secretarial Audit of the Company for the Financial Year 2025-26 at such remuneration as may be approved by the Board of Directors and reimbursement of out-of-pocket expenses.

The Secretarial Auditor has confirmed that during the year under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and Agreement etc. except as mentioned below:

"The Company has not met the minimum public shareholding requirements in terms of Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company has received three emails from BSE Limited imposing fine of INR 10,73,800/- for the period from 1st April 2025 to 30th June 2025, of INR 10,85,600/- 1st July 2025 to 30th September 2025 and of INR 10,85,600/- for the period from 1st October 2025 to 31st December 2025 in terms of Chapter VII Section VII-B SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 titled "Non-compliance with the Minimum Public Shareholding (MPS) Requirements. The Company has requested the BSE Limited to waive the said fine in view of negligible operations of the Company and ongoing losses."

With respect to the remarks/ observations made by the Secretarial Auditor in his report, the Directors would like to submit that after evaluating various means to reduce the promoter holding below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting held on February 09, 2026, approved the rights issue of equity shares of the Company to public shareholders without the participation of Promoters. The rights issue was completed after the end of the year on April 28, 2026, wherein the Company allotted 13,99,415 fully paid-up equity shares of face value Rs.1 each at an issue price of Rs.1 per share, aggregating Rs.13,99,415. Consequent to the rights issue, the shareholding of the Promoter reduced from 84.71% to 65.64% and the Company achieved compliance with the minimum public shareholding requirements.

M/s. C. R. Mohnot & Co., Chartered Accountants, Mumbai (Firm Registration No. 144750W) are the Internal Auditor of the Company. They have carried out and duly conducted internal audit of the function and activities of the Company for the F.Y. 2025-26. The findings and observations are appropriately addressed by the Management/ Audit Committee/ Board and action pertaining thereto are being taken.

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Vigil Mechanism for stakeholders, directors and employees to report genuine concerns has been established. The Whistle Blower Policy provides a mechanism for the Directors/ Employees to report violations without fear of victimization of any unethical behaviour, suspected or actual fraud and violation of Code of conduct etc., which are detrimental to the organizations interest. The Directors and Employees of the Company can directly approach to the Chairman of the Audit Committee to report about any grievances. During the year under review, no such instance has been reported to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on the website of the Company at Link

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [POSH Act] and applicable Rules made thereunder. However, pursuant to the provisions of Section 6 of POSH Act, the Company is not required to constitute an Internal Complaints Committee, since the Company had less than ten (10) workers or employees in the Company during the year. Accordingly, complaint in respect thereof if any, can be referred to ‘Local Complaint Committee constituted by district officer within the appropriate jurisdiction. Further, during the year under review there was no case reported under the said Policy to the Company.

The Company recognizes that pregnancy and motherhood are significant milestones in a womans life and remains committed to supporting its women employees during this important phase. The Company endeavour to provide a conducive and inclusive work environment that enables employees to effectively balance their personal and professional responsibilities during maternity.

During the financial year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 and the relevant provisions of the Code on Social Security, 2020, as applicable. The Company has established appropriate policies, systems and processes to ensure continued compliance with the statutory requirements and to provide necessary support and benefits to eligible employees in accordance with applicable laws.

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company and can be accessed through the following Link

The meeting of the Independent Directors was held on 12th February, 2026 without the presence of any Executive/Non-Executive Directors and members of management in compliance with Schedule IV of the Act, to inter alia to:

i) Review the performance of Non-Independent Directors and the Board as a whole; and

ii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iii) Review the performance of the Chairperson, taking into account the views of executive and non-executive directors of the Company.

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed: i) that in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there is no material departure from the same; ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period. iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts for the year ended 31st March, 2026 on a ‘going concern basis. v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) that Directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year, the Company received an order from the Principal Commissioner of Income Tax, Mumbai-6, dated March 30, 2026, stating that they have rejected the Companys revision petition u/s 264 of the Income tax Act, 1961 and upheld the additions to the income of Rs 10.60 Crore passed under Section 147 read with Section 144 of the Income tax Act made by Jurisdictional Assessing Officer (JAO) for Assessment Year 2015-16, with tax demand (including interest) of Rs 10.41 Crore and the penalty u/s 271(1)(c) of Rs 3.60 Crore. The financial impact on the company is to the extent of aforesaid tax demand and penalty. The Company will take appropriate legal steps after due examination of the said order.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

There were no material changes and commitments occurred from the end of financial year of the Company ended on 31st March, 2026 till the date of this report that may affect the financial position of the Company.

The operations of your Company are not energy-intensive. However, your Company has taken and would take, steps from time to time wherever required/possible, to conserve energy. Your Company would also take requisite actions in order to introduce technology for optimizing its operations.

During the year under review, the Company has not imported any technology for its operations. During the year under review, the Company has neither earned nor spent any foreign exchange.

The Company has formulated and implemented a Risk Management Policy for review and identification of elements of risks. In the opinion of the Board, there are no risks which may threaten the existence of the Company except limited access to long term capital for its long-term sustainability especially in view of the remarks made by the Auditor as stated in para no. 06 above. Although challenging in current scenario with limited resources, the Company is taking steps to explore business opportunities which are less capital intensive.

Since the Company does not meet the prescribed threshold limit, provisions of Section 135 of the Act are not applicable to the Company.

We conducted a formal Board effectiveness review as part of our ongoing efforts to evaluate the performance of the Board and identify areas for improvement, with a view to enhancing the effectiveness of the Board, its Committees and individual Directors. The review was undertaken in accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.

Each Board member completed a confidential questionnaire, providing valuable feedback on the functioning of the Board and suggestions for enhancing its effectiveness. The evaluation covered the following key areas:

? Board Processes: Board composition, strategic orientation, Board functioning and team dynamics;

? Individual Committees: Effectiveness and functioning of the respective Board Committees;

? Individual Board Members: Contribution, participation and effectiveness of individual Directors;

? Declaration of Independence: Assessment and confirmation of the independence of Independent Directors.

The criteria for evaluating Board processes covered the structure and composition of the Board, strategic orientation, effectiveness of Board functioning and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives and the correct composition and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussions, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The feedback and suggestions received through the evaluation process were consolidated and considered to identify opportunities for further strengthening the effectiveness of the Board and its Committees. The NRC expressed its satisfaction of the annual evaluation.

The particulars of employees within the meaning of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the Companys employees were in receipt of the remuneration of more than Rs. 1,02,00,000/- during the year ended 31st March, 2026 or more than Rs. 8,50,000/- per month during any part of the said year and therefore, the details to be reported pursuant to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also not applicable.

Since none of the Directors has been paid any remuneration, the disclosure, under Section 197(12) read with applicable Rules under the Act, is not applicable.

There were 5 permanent employees on the rolls of the Company as on March 31, 2026 (4 employees in the previous year), with a salary payout increased by an average of 11.96 % over the previous year. The remuneration paid to the employees are as per the remuneration policy of the Company.

1. Median remuneration of employees of the Company for the Financial Year 2025-26: Rs. 8.42 lakhs.

2. The percentage decrease in the median remuneration of employees in the fiscal year 2025-26: 44.92%.

3. The average increase in the remuneration of employees other than managerial personnel (Employees other than Mr. Ajit Katharia) during the Financial Year 2025-26 was 13.87%, whereas the average remuneration of managerial personnel (Ajit Katharia) was 9.75%.

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to the disclosure pertaining to Corporate Governance shall not apply to the listed Companies having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. Since the Company falls under the above criteria, compliance with the disclosure requirements of the Corporate Governance are not applicable to the Company.

Your Directors confirm the following matters during the year under review:

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

(b) The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

(c) There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2026 and the date of this Boards Report.

(d) The Company has neither accepted nor has any outstanding deposits from the public within the meaning of Section 73 of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.

(e) There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

(f) No shares with differential voting rights and Sweat Equity Shares have been issued.

(g) There was no amount required to be transferred to the Investor Education and Protection Fund (IEPF) during the year under review.

(h) There was no requirement for revision of the Financial Statements or the Boards Report of the Company during the financial year under review.

(i) There was no instance of one-time settlement with any banks or financial institutions;

(j) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

(k) Pursuance of SEBI circular no. SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated 30th December, 2022, the Company has an Escrow Suspense Account for issuance of securities in dematerialized form for investor service requests.

? Pursuant to the approval granted by BSE Limited for revocation of suspension of trading in the Equity Shares of the Company, the Board of Directors has been actively evaluating various measures to achieve compliance with the minimum public shareholding requirements prescribed under Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? During the year, the Company received emails from BSE Limited, pursuant to Chapter VII, Section VII-B of SEBI Circular No. SEBI/HO/CFD-PoD2/P/CIR/2026/14 dated January 30, 2026, levying penalties for non-compliance with the minimum public shareholding requirements for various quarters from April 29, 2024 to May 7, 2026. Considering the negligible business operations of the Company and the losses incurred by it, the Company has replied on email to BSE Limited seeking waiver of the aforesaid penalties. The Company is in the process of submitting an application to BSE Limited seeking waiver of the penalties levied. The Company intends to request waiver of the entire penalty amount and is taking the necessary steps in this regard.

? Subsequent to the close of the financial year, the Company, on April 28, 2026, allotted 13,99,415 fully paid-up Rights Equity Shares of face value Rs.1/- each at an issue price of Rs.1/- per share, aggregating to Rs.13,99,415, for cash consideration. Consequent to the said allotment, the promoter shareholding in the Company reduced from 84.71% to 65.64%, thereby enabling the Company to achieve compliance with the minimum public shareholding requirements prescribed under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Directors take this opportunity to express their appreciation for the assistance and co-operation received from all its stakeholders. The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all employees. Your Directors are thankful to esteemed shareholders for their support and confidence reposed in the Company.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2026

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To The Members, Automobile Products of India Limited Unit No. F-1, 1st Floor, Shanti Nagar Co-operative Industrial Estate Limited, Vakola, Santacruz (East), Mumbai – 400055

Company No. L34103MH1949PLC326977 Authorised Capital: Rs. 750 Lacs

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Automobile Products of India Limited (hereinafter called the "Company"). The Secretarial Audit was conducted in a manner that provided me reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2026 complied with the statutory provisions listed hereunder and also the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I herewith report that maintenance of proper and updated Books, Papers, Minutes Books, filing of Forms and Returns with applicable regulatory authorities and maintaining other records is responsibility of management and of the Company. My responsibility is to verify the content of the documents produced before me, make objective evaluation of the content in respect of compliance and report thereon. I have examined on test check basis, the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and produced before me for the financial year ended 31st March, 2026, as per the provisions of:

i. The Companies Act, 2013 (‘the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder with respect to Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the Audit period)

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the Audit period)

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the Audit period)

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. (Not applicable to the Company during the Audit period)

j. The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

vi. There was no manufacturing activity undertaken by the Company during the year under review and as such, major Industrial and Labour Laws are not applicable to the Company.

I have also examined compliance with the applicable clauses of the following: a. Secretarial Standards issued by the Institute of Company Secretaries of India. b. The Listing Agreement entered into by the Company with Bombay Stock Exchange and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and Agreement etc. as mentioned above except as observed as follows: (i) the Company has not met the minimum public shareholding requirements in terms of Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, Company has received three emails from BSE Limited imposing fine of INR 10,73,800/- for the period from 1st April 2025 to 30th June 2025, of INR 10,85,600/- 1st July 2025 to 30th September 2025 and of INR 10,85,600/- for the period from 1st October 2025 to 31st December 2025 in terms of Chapter VII Section VII-B SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 titled "Non-compliance with the Minimum Public Shareholding (MPS) Requirements. The Company has requested the BSE Limited to waive the said fine in view of negligible operations of the Company and losses incurred.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including one Woman Independent Director. There were no changes in the composition of the Board of Directors during the audit period.

Adequate notice is given to all directors to schedule the Meetings of the Board and Committees. Except where consent of directors was received for scheduling meeting at a shorter notice, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were majorly taken unanimously. However, no dissent was recorded.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that, other than what is stated hereinabove, during the audit period the Company specific events/actions having major bearing on the Companys affairs in pursuance to above referred laws, rules, regulations, guidelines, standards, etc are as mentioned below:

To The Members, Automobile Products of India Limited Unit No. F-1, 1st Floor, Shanti Nagar Co-operative Industrial Estate Limited, Vakola, Santacruz (East), Mumbai – 400055

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed, provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We have audited the Ind AS financial statements of Automobile Products of India Limited ("the Company"), which comprise the balance sheet as at March 31, 2026, and the statement of Profit and Loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year ended 31st March 2026, and notes to the financial statements, including a summary of material accounting policies and other explanatory information. (herein referred to as "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013, ("the Act") in the manner so required and give a true and fair view in conformity Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, and Loss, (Financial performance including other comprehensive income), its cash flow and changes in equity for the year ended 31st March 2026.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Attention is invited to Note No. 31 in the financial statements which indicate that the Company has incurred losses during the previous years, the Company has accumulated losses, and its net worth has been fully eroded. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said note as the Holding Company has assured to arrange the required financial support. Our opinion is not modified in respect of these matters.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. During the course of our audit, we have determined that there are no key audit matters to communicate in our report except for the matter described in the Material Uncertainty Related to Going Concern section.

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the management discussion and analysis Boards Report, Report on Corporate governance and Business Responsibility report but does not included in the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

2. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

? Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

? Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

? Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

? Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

? Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

3. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

4. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

1. As required by the Companies (Auditors Report) Order, 2020 (‘the Order), issued by the Central Government of India in exercise of powers conferred by sub-section (11) of section 143 of the Act, we enclose in "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by sub-section 3 of Section 143 of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matter stated in paragraph h (v) below.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

e) The matter described under the Material Uncertainty Related to Going Concern paragraph above, in our opinion, may not have an adverse effect on the functioning of the Company.

f) On the basis of the written representations received from the Directors as on 31st March 2026 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March 2026, from being appointed as a Director, in terms of sub-section (2) of Section 164 of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B";

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;

i. The Company has disclosed pending litigations which would impact its financial position- Refer Note 23 to the Ind AS financial statements.

ii. The company did not have any long-term contracts including derivative contracts. Hence the question of any material foreseeable losses does not arise.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of the said Rules, as provided under (a) and (b) above, contain any material misstatement.

v. Based on our examination, which include test checks, the company has used accounting software for maintaining its books of accounts for the Financial year ended March 31, 2026 which have the feature of recording audit trail (edit log) facility from June 07, 2024 onwards and the same has operated from June 07, 2024 onwards for all relevant transactions recorded in softwares. Further during our audit we did not come across any instances of the audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention for the current year on and after June 07, 2024.

vi. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

4. Since the Company has not declared / paid any dividend during the year, Section 123 of the Act is not applicable.

Annexure referred to in Paragraph 1 of "Report on Other Legal and Regulatory Requirements" of our Independent Auditors Report of even date to the members of Automobile Products of India Limited ("the Company") on the Financial Statements for the year ended 31st March 2026.

As required by the Companies (Auditors Report) Order, 2020 and according to the information and explanations given to us during the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

i) a) A)The company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant and equipment.

B) The Company does not hold any intangible assets, clause 3(i)(b) of the Order is not applicable.

b) Property, plant and equipment have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size of the Company and the nature of its assets. In pursuant to the programme certain fixed assets have been physically verified by the Company during the year. The frequency of verification is reasonable, and no discrepancies have been noticed on such physical verification.

c) Since the Company does not hold any Immovable Property, clause 3(i)(c) of the Order is not applicable.

d) According to the information and explanations given to us and on the basis of our examination of records of the Company the Company has not revalued its Property, Plant and Equipment or intangible assets or both during the year.

e) According to information and explanations given to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ii) a) The Company does not have any inventory and hence reporting under clause 3(ii)(a) of the Order is not applicable.

b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii) The Company has not made any investments in, and not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships, or any other parties, during the year. Hence paragraph 3 (iii) (a), (b), (c), (d), (e) and (f) of the said Order are not applicable to the Company.

vi) In our opinion and according to the information and explanation given to us, section 185 and 186 of the Companies Act, 2013 is not applicable, since the Company does not have any loans, investments, guarantees or security.

v) The Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under

vi) The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under clause (vi) of the Order is not applicable to the Company

vii) a) According, to the records of the Company, the undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, duty of Customs, duty of Excise, Value Added Tax, Cess, and other statutory dues wherever applicable have regularly been deposited with the appropriate authorities. There are no undisputed amount payable in respect of such statutory dues which remained outstanding as at 31st March, 2026 for a period more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no statutory dues referred to in sub-clause(a) on account of any dispute with the relevant authorities except following disputed statutory dues:

viii) As per information and explanation provided to us and procedures performed by us, there is no transactions which are not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961)

ix) a) The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.

b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

c) In our opinion and according to the information explanation provided to us, no money was raised by way of term loans. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company

d) On an overall examination of the Financial Statements of the Company, the company has not raised funds on short-term basis. Accordingly, the provision stated in paragraph 3(ix)(d) of the Order is not applicable to the Company

e) As per information and explanation provided to us and procedures performed by us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f) According to information and explanations provided to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x) a) The Company has neither raised money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, paragraph 3 (x)(a) of the Order is not applicable to the Company.

b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully, partly or optionally convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (x)(b) of the Order are not applicable to the Company.

xi) a) According to the information & explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

b) No report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) As per information and explanations provided to us during the year the Company has not received any whistle blower complaints

xii) The Company is not a Nidhi Company. Accordingly, paragraph 3 clause (xii)(a), (b) and (c) of the Order is not applicable to the Company.

xiii) According to the information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with 188 of the Act, where applicable. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (AS) 24 ‘Related Party Disclosures" specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rule, 2014.

xiv) a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

b) We have considered internal audit reports issued by internal auditors during our audit.

xv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with the directors or persons connected with him during the year under review. Accordingly, provisions of section 192 of Companies Act under this clause is not applicable.

xvi) a) The Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi)(a) of the Order is not applicable to the Company.

b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Certificate of Registration from Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi)(b) of the Order is not applicable to the Company

c) The Company is not a Core investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi)(c) of the Order is not applicable to the Company.

d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

xvii) The Company has incurred cash losses of Rs.172.88 Lakh in the financial year and has incurred cash losses in the immediately preceding financial year amounting to Rs.190.27 Lakhs.

xviii) According to the information and explanation given to us and based on our examination of the records of the Company there is no resignation of the statutory auditors has been taken during the year.

xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the Financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, and on the basis of assurance provided by the Holding Company to arrange the required financial support, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx) Section 135 of Companies Act, 2013 is not applicable to company. Hence reporting under clause 3(xx) of the Order is not applicable.

xxi) According to the information and explanations given to us, the Company does not have any subsidiary / Associate/ Joint Venture. Accordingly, there is no preparation of consolidated financial statements. Accordingly, the provisions stated in paragraph clause 3 (xxi) of the Order are not applicable to the Company.

We have audited the internal financial controls over financial reporting of Automobile Products of India Limited ("the Company") as of March 31, 2026, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has maintained, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

#AREnd#

<dhhead>BOARD’S REPORT FOR FINANCIAL YEAR ENDED MARCH 31, 2026</dhhead>

Dear Members,

Your Company’s Directors have pleasure in presenting the Annual Report for the Financial Year ended March 31, 2026.

The financial performance of the Company for the Financial Year 2025-26 is set out below. This Board’s Report has been prepared in accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Since your Company has incurred losses during the previous years and has accumulated losses and its net worth being fully eroded, the Company’s ability to continue as a going concern was uncertain. However, holding company i.e. Kiyana Real Estate Private Limited has indicated its intention to arrange the required financial support to the Company and accordingly, the financial statements of the Company have been prepared on a going concern basis.

The Paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 48,17,656/- (Rupees Forty Eight Lakhs Seventeen Thousand Six Hundred Fifty Six Only), comprising 48,17,656 (Rupees Forty Eight Lakhs Seventeen Thousand Six Hundred Fifty Six Only) Equity Shares of face value of Rs.1/- (Rupee One Only) each.

Subsequent to the end of financial year, on April 28, 2026, the Company allotted 13,99,415 fully paid-up equity shares of face value Rs.1 each at an issue price of Rs.1 per share, aggregating Rs.13,99,415, pursuant to a rights issue. The allotment was made to achieve the Promoter shareholding from 84.71% to 65.64% and achieve compliance with the minimum public shareholding requirements under Regulation 38 of the SEBI (LODR) Regulations, 2015.

In view of loss incurred during the year under review and brought forward losses of the Company, your Directors do not recommend payment of any dividend on equity shares.

For the Financial Year ended March 31, 2026, the Board of Directors has not proposed to transfer any amount to the reserves of the Company out of the profits for the year.

The Board of Directors of our Company are as under:

There is no change in the Board of Directors during the Financial Year 2025-26.

Pursuant to Section 149(7) of the Companies Act, 2013, all Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. They have further confirmed that they are not aware of any circumstances that exist or may reasonably be anticipated to impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.

The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

Further, pursuant to Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors have confirmed that they are registered with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA).Out of the two Independent Directors, Ms. Deepa Mutha has complied with the requirement relating to the online proficiency self-assessment test under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Mr. Devesh Bhatt shall complete the said test within the prescribed timelines. The terms and conditions of appointment of the Independent Directors are available on the Company’s website and can be accessed at: Link

Mr. Siddharth Agarwal (DIN: 02055700), Director of the Company retires by rotation at the ensuing Annual General Meeting in accordance with the provisions of Section 152 of the Act, and being eligible, offers himself for re-appointment.

Based on the review and recommendation by the Nomination and Remuneration Committee, the Board recommends his re-appointment to the Members at their ensuing Annual General Meeting.

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order to help them plan their schedule. However, in case of urgent business requirements, meetings are convened at a shorter notice with the consent of the Directors or resolutions are passed by circulation in accordance with the provisions of the Companies Act, 2013. During the financial year the meetings of the Board of Directors were held on May 28, 2025, August 11, 2025, October 1, 2025, November 7, 2025 and February 9, 2026.

The attendance of Director(s) at the meeting of the Board of Directors are as under:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted an Audit Committee of the Board of Directors.

The composition of the Audit Committee as on March 31, 2026 was as under:

During the year under review, the Audit Committee met on May 28, 2025, August 11, 2025, October 1, 2025, November 7, 2025 and February 9, 2025.

The attendance of Committee Members at the meetings of the Audit Committee held during the financial year ended 31st March, 2026 was as under:

None of the recommendations made by the Audit Committee were rejected by the Board.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 the Company has constituted the Nomination & Remuneration Committee of the Board of Directors.

The Nomination and Remuneration Committee (‘NRC’) presently comprises of the following Directors:

During the year under review, Two (2) meeting of the NRC were held on May 28, 2025 and Oct 01, 2025.

The attendance of Committee Members at the meetings of the NRC held during the financial year ended 31st March, 2026 was as under:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Company has constituted the Stakeholders Relationship Committee of the Board of Directors.

The Stakeholders Relationship Committee (‘SRC’) presently comprises of the following Directors:

During the year under review, One (1) meeting of the SRC was held on May 28, 2025. All the members of the SRC attended the meeting.

As on March 31, 2026, your Company has following Key Managerial Personnel (KMP), pursuant to the provisions of Section 203 of the Act:

*appointed w.e.f. 01.10.2025

During the financial year under review, Mr. Indra Jain resigned from the position of Chief Financial Officer (CFO) of the Company with effect from July 8, 2025. The Board places on record its sincere appreciation for his valuable contributions and services rendered during his tenure with the Company.

Subsequently, Ms. Dipti Parmar was appointed as the Chief Financial Officer (CFO) of the Company with effect from October 1, 2025, pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Kiyana Real Estate Private Limited continues to be the holding company of the Company. After the end of the financial year, in order to achieve compliance with the minimum public shareholding requirements under Regulation 38 of the SEBI Regulations, the Company allotted 13,99,415 fully paid-up equity shares of face value Rs.1 each to the public shareholders. After the allotment of shares under Rights Issue, the shareholding of the Holding Company reduced from 84.71% to 65.64% and the Company achieved compliance with the minimum public shareholding requirements.

The Company does not have any subsidiary, joint venture, associate.

The Management Discussion and Analysis Report, as stipulated under the SEBI Listing Regulations, forms an integral part of this Annual Report. The details relating to the Company’s operations, future outlook, internal financial controls and their adequacy, etc. are set out hereunder:

During the year review, total income stood at Rs. 84.15 Lakhs, as against the total income for the previous year of Rs.77.80 Lakhs. Further, the Company reported a loss before tax of Rs. 190.31 Lakhs during the year under review, as compared to the loss before tax of Rs. 124.63 Lakhs in the previous year.

Further, since your Company has incurred losses during the previous years and has accumulated losses and its net worth being fully eroded, the Company’s ability to continue as a going concern was uncertain. However, Holding Company i.e. Kiyana Real Estate Private Limited has indicated its intention to arrange the required financial support to the Company and accordingly, the financial statements of the Company have been prepared on a going concern basis.

Your Company has very limited operations and with limited access to equity as well as borrowed funds, the availability of growth opportunities are minuscule. The Company is exploring various business opportunities/ alternatives in order to make operations profitable which includes focusing in businesses like vehicle management services, trading in goods especially targeting B to B segment, etc. The Company is also targeting to increase its focus in services sector, which is growing at faster pace as compared to other sectors.

The Company operates only in one Business Segment i.e. Management Services.

The Company continues to have negligible operations till date and has been incurring losses.

Vehicle management service is highly fragmented industry predominantly catered by small scale industries. Company is evaluating business opportunities to expand the same.

Company has disclosed the same in the Note No. 27 of the Financial Statement.

The Company remains subject to general business risks, changes in regulations, market conditions and availability of resources for recommencement or expansion of business activities.

The Company has adequate internal control systems and procedures commensurate with its present size and activities. The internal controls are aimed at safeguarding the Company’s assets, ensuring accuracy of accounting records, prevention and detection of errors and frauds, and compliance with applicable laws and regulations. The adequacy of such controls is reviewed periodically by the management and the Board.

Material developments in Human Resources / Industrial Relations front, including number of people employed: No material development.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations has been provided in the Notes to Financial Statements of this Report.

The financial statements have been prepared basis the treatment as prescribed in the Accounting Standards.

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder are set out in the Notes to the Financial Statements forming part of this Annual Report.

During the year under review, all the transactions covered under section 188(1), entered into by the Company with its related parties, were in ordinary course of business and on arm’s length basis and the Company is in compliance with the applicable provisions of Companies Act, 2013 in this regard. Accordingly, the disclosure of related party transactions as required under section 134(3) of the Act, in Form AOC-2, is not applicable to the Company.

However, the Company has made disclosures, in relation to the transactions with the related parties pursuant to Indian Accounting Standards (IND AS – 24), as per Note No. 26 forming part of the financial statements annexed hereto.

The Business Responsibility & Sustainability Reporting (BRSR) as part of the Annual Report as required by Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for financial year ended March 31, 2026.

The Company has a Policy governing the appointment and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel. The Policy aims to promote a performance-driven culture and ensure that the Company’s human resource practices are aligned with its vision, mission, and values. The key principles of the Policy are as follows:

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board. b. In case of appointment of Independent Directors, the Nomination & Remuneration Committee ("NRC") shall satisfy itself with regard to the independence of the Directors vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively. c. The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Act. d. The Committee shall consider qualification, expertise and experience of the Directors in their respective fields and personal and professional business standing as key attributes/ criteria, whilst recommending to the Board the candidature for appointment as Director. e. In case of re-appointment of Non-Executive Director, the Board shall take into consideration the performance evaluation of the Director, and their engagement level.

The Remuneration Policy ("the Policy") is in line with aforesaid philosophy. The overall remuneration and practices are endeavoured to be aligned and be consistent with the organization’s prevailing/ benchmark practices. The key factors governing formulation of the policy are in line with the provisions of Section 178(4) of the Act.

The Non-Executive Directors may be paid remuneration by way of sitting fees for participation in the Board/ Committee meetings based on the recommendation of Nomination and Remuneration Committee and approval of the Board. The Board, subject to the compliance of the Act, may also consider payment of commission from time to time.

With regards to remuneration to persons other than directors, the Company follows a holistic remuneration practice which are consistent with organization’s philosophy, vision and values and which supports to build capacity as well as capabilities of the manpower.

The Policy is available on the website of the Company at https://www.apimumbai.com/investor-relations/investors-information.aspx in section ‘Policies, Codes and Other Information’.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s. CAS & Co., Chartered Accountants (Firm Registration No.: 111075W), were appointed as the Statutory Auditors of the Company for a second term of five consecutive years, to hold office from the conclusion of the Annual General Meeting ("AGM") held on September 28, 2023 till the conclusion of the AGM to be held in the year 2028, at such remuneration as may be approved by the Board of Directors.

The Statutory Auditors’ Report on the Financial Statements for the Financial Year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditor have confirmed that they are not disqualified to act as Statutory Auditor of the Company pursuant to sub-section (3) of Section 141 of the Companies Act, 2013.

With regard to the emphasis of matter made by the Statutory Auditor of the Company in their Audit Report for the financial year ended 31st March, 2026, with respect to presentation of accounts on principles of going concern basis, the Holding company of the Company has indicated its intention to extend the financial support to maintain the Company as a going concern. The same is also disclosed in Note No. 31 to the financial statements annexed hereto.

Other than the aforesaid Emphasis of matter, there are no adverse remarks/ observations/ qualifications made by the Auditor in its report for the financial year 2025-26.

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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 SEBI Listing Regulations, the Board of Directors had appointed Mr. Yogesh Singhvi, Practicing Company Secretary, as Secretarial Auditor of the Company, on May 19, 2026, to conduct the Secretarial Audit of the Company for the Financial Year 2025-26 at such remuneration as may be approved by the Board of Directors and reimbursement of out-of-pocket expenses.

The Secretarial Auditor has confirmed that during the year under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, and Agreement etc. except as mentioned below:

"The Company has not met the minimum public shareholding requirements in terms of Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company has received three emails from BSE Limited imposing fine of INR 10,73,800/- for the period from 1st April 2025 to 30th June 2025, of INR 10,85,600/- 1st July 2025 to 30th September 2025 and of INR 10,85,600/- for the period from 1st October 2025 to 31st December 2025 in terms of Chapter VII Section VII-B SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 titled "Non-compliance with the Minimum Public Shareholding (MPS) Requirements. The Company has requested the BSE Limited to waive the said fine in view of negligible operations of the Company and ongoing losses."

With respect to the remarks/ observations made by the Secretarial Auditor in his report, the Directors would like to submit that after evaluating various means to reduce the promoter holding below 75% and meet the minimum public shareholding requirements in terms of Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting held on February 09, 2026, approved the rights issue of equity shares of the Company to public shareholders without the participation of Promoters. The rights issue was completed after the end of the year on April 28, 2026, wherein the Company allotted 13,99,415 fully paid-up equity shares of face value Rs.1 each at an issue price of Rs.1 per share, aggregating Rs.13,99,415. Consequent to the rights issue, the shareholding of the Promoter reduced from 84.71% to 65.64% and the Company achieved compliance with the minimum public shareholding requirements.

M/s. C. R. Mohnot & Co., Chartered Accountants, Mumbai (Firm Registration No. 144750W) are the Internal Auditor of the Company. They have carried out and duly conducted internal audit of the function and activities of the Company for the F.Y. 2025-26. The findings and observations are appropriately addressed by the Management/ Audit Committee/ Board and action pertaining thereto are being taken.

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Vigil Mechanism for stakeholders, directors and employees to report genuine concerns has been established. The Whistle Blower Policy provides a mechanism for the Directors/ Employees to report violations without fear of victimization of any unethical behaviour, suspected or actual fraud and violation of Code of conduct etc., which are detrimental to the organization’s interest. The Directors and Employees of the Company can directly approach to the Chairman of the Audit Committee to report about any grievances. During the year under review, no such instance has been reported to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on the website of the Company at Link

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [POSH Act] and applicable Rules made thereunder. However, pursuant to the provisions of Section 6 of POSH Act, the Company is not required to constitute an Internal Complaints Committee, since the Company had less than ten (10) workers or employees in the Company during the year. Accordingly, complaint in respect thereof if any, can be referred to ‘Local Complaint Committee’ constituted by district officer within the appropriate jurisdiction. Further, during the year under review there was no case reported under the said Policy to the Company.

The Company recognizes that pregnancy and motherhood are significant milestones in a womans life and remains committed to supporting its women employees during this important phase. The Company endeavour to provide a conducive and inclusive work environment that enables employees to effectively balance their personal and professional responsibilities during maternity.

During the financial year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 and the relevant provisions of the Code on Social Security, 2020, as applicable. The Company has established appropriate policies, systems and processes to ensure continued compliance with the statutory requirements and to provide necessary support and benefits to eligible employees in accordance with applicable laws.

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company and can be accessed through the following Link

The meeting of the Independent Directors was held on 12th February, 2026 without the presence of any Executive/Non-Executive Directors and members of management in compliance with Schedule IV of the Act, to inter alia to:

i) Review the performance of Non-Independent Directors and the Board as a whole; and

ii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iii) Review the performance of the Chairperson, taking into account the views of executive and non-executive directors of the Company.

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed: i) that in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there is no material departure from the same; ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period. iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts for the year ended 31st March, 2026 on a ‘going concern’ basis. v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi) that Directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year, the Company received an order from the Principal Commissioner of Income Tax, Mumbai-6, dated March 30, 2026, stating that they have rejected the Companys revision petition u/s 264 of the Income tax Act, 1961 and upheld the additions to the income of Rs 10.60 Crore passed under Section 147 read with Section 144 of the Income tax Act made by Jurisdictional Assessing Officer (JAO) for Assessment Year 2015-16, with tax demand (including interest) of Rs 10.41 Crore and the penalty u/s 271(1)(c) of Rs 3.60 Crore. The financial impact on the company is to the extent of aforesaid tax demand and penalty. The Company will take appropriate legal steps after due examination of the said order.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of Company’s business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

There were no material changes and commitments occurred from the end of financial year of the Company ended on 31st March, 2026 till the date of this report that may affect the financial position of the Company.

The operations of your Company are not energy-intensive. However, your Company has taken and would take, steps from time to time wherever required/possible, to conserve energy. Your Company would also take requisite actions in order to introduce technology for optimizing its operations.

During the year under review, the Company has not imported any technology for its operations. During the year under review, the Company has neither earned nor spent any foreign exchange.

The Company has formulated and implemented a Risk Management Policy for review and identification of elements of risks. In the opinion of the Board, there are no risks which may threaten the existence of the Company except limited access to long term capital for its long-term sustainability especially in view of the remarks made by the Auditor as stated in para no. 06 above. Although challenging in current scenario with limited resources, the Company is taking steps to explore business opportunities which are less capital intensive.

Since the Company does not meet the prescribed threshold limit, provisions of Section 135 of the Act are not applicable to the Company.

We conducted a formal Board effectiveness review as part of our ongoing efforts to evaluate the performance of the Board and identify areas for improvement, with a view to enhancing the effectiveness of the Board, its Committees and individual Directors. The review was undertaken in accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations.

Each Board member completed a confidential questionnaire, providing valuable feedback on the functioning of the Board and suggestions for enhancing its effectiveness. The evaluation covered the following key areas:

? Board Processes: Board composition, strategic orientation, Board functioning and team dynamics;

? Individual Committees: Effectiveness and functioning of the respective Board Committees;

? Individual Board Members: Contribution, participation and effectiveness of individual Directors;

? Declaration of Independence: Assessment and confirmation of the independence of Independent Directors.

The criteria for evaluating Board processes covered the structure and composition of the Board, strategic orientation, effectiveness of Board functioning and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives and the correct composition and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussions, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The feedback and suggestions received through the evaluation process were consolidated and considered to identify opportunities for further strengthening the effectiveness of the Board and its Committees. The NRC expressed its satisfaction of the annual evaluation.

The particulars of employees within the meaning of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as none of the Companys employees were in receipt of the remuneration of more than Rs. 1,02,00,000/- during the year ended 31st March, 2026 or more than Rs. 8,50,000/- per month during any part of the said year and therefore, the details to be reported pursuant to Rule 5(2)(iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also not applicable.

Since none of the Directors has been paid any remuneration, the disclosure, under Section 197(12) read with applicable Rules under the Act, is not applicable.

There were 5 permanent employees on the rolls of the Company as on March 31, 2026 (4 employees in the previous year), with a salary payout increased by an average of 11.96 % over the previous year. The remuneration paid to the employees are as per the remuneration policy of the Company.

1. Median remuneration of employees of the Company for the Financial Year 2025-26: Rs. 8.42 lakhs.

2. The percentage decrease in the median remuneration of employees in the fiscal year 2025-26: 44.92%.

3. The average increase in the remuneration of employees other than managerial personnel (Employees other than Mr. Ajit Katharia) during the Financial Year 2025-26 was 13.87%, whereas the average remuneration of managerial personnel (Ajit Katharia) was 9.75%.

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to the disclosure pertaining to Corporate Governance shall not apply to the listed Companies having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. Since the Company falls under the above criteria, compliance with the disclosure requirements of the Corporate Governance are not applicable to the Company.

Your Directors confirm the following matters during the year under review:

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

(b) The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

(c) There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2026 and the date of this Board’s Report.

(d) The Company has neither accepted nor has any outstanding deposits from the public within the meaning of Section 73 of the Act read with Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014.

(e) There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

(f) No shares with differential voting rights and Sweat Equity Shares have been issued.

(g) There was no amount required to be transferred to the Investor Education and Protection Fund (IEPF) during the year under review.

(h) There was no requirement for revision of the Financial Statements or the Board’s Report of the Company during the financial year under review.

(i) There was no instance of one-time settlement with any banks or financial institutions;

(j) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

(k) Pursuance of SEBI circular no. SEBI/HO/MIRSD/PoD-1/OW/P/2022/64923 dated 30th December, 2022, the Company has an Escrow Suspense Account for issuance of securities in dematerialized form for investor service requests.

? Pursuant to the approval granted by BSE Limited for revocation of suspension of trading in the Equity Shares of the Company, the Board of Directors has been actively evaluating various measures to achieve compliance with the minimum public shareholding requirements prescribed under Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? During the year, the Company received emails from BSE Limited, pursuant to Chapter VII, Section VII-B of SEBI Circular No. SEBI/HO/CFD-PoD2/P/CIR/2026/14 dated January 30, 2026, levying penalties for non-compliance with the minimum public shareholding requirements for various quarters from April 29, 2024 to May 7, 2026. Considering the negligible business operations of the Company and the losses incurred by it, the Company has replied on email to BSE Limited seeking waiver of the aforesaid penalties. The Company is in the process of submitting an application to BSE Limited seeking waiver of the penalties levied. The Company intends to request waiver of the entire penalty amount and is taking the necessary steps in this regard.

? Subsequent to the close of the financial year, the Company, on April 28, 2026, allotted 13,99,415 fully paid-up Rights Equity Shares of face value Rs.1/- each at an issue price of Rs.1/- per share, aggregating to Rs.13,99,415, for cash consideration. Consequent to the said allotment, the promoter shareholding in the Company reduced from 84.71% to 65.64%, thereby enabling the Company to achieve compliance with the minimum public shareholding requirements prescribed under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Directors take this opportunity to express their appreciation for the assistance and co-operation received from all its stakeholders. The Board of Directors wishes to express its gratitude and record its sincere appreciation of the dedicated efforts by all employees. Your Directors are thankful to esteemed shareholders for their support and confidence reposed in the Company.