Autoriders International Ltd Directors Report

Boards Report

To

The Members,

Autoriders International Limited

The Board of Directors ("Board or Directors"] of Autoriders International Limited (hereinafter referred to as "the Company"] is pleased to present the 41^st Annual Report along with the Audited Standalone and Consolidated Financial Statements ("Audited Financial Statements") for the financial year ended March 31, 2026 ("FY 2025-26").

The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 ("the Act"] and Rule 8 of the Companies (Accounts) Rules, 2014.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

During the Financial Year 2025-26, the company achieved revenue of Rs. 10058.79 lacs and profit of Rs. 911.04 Lakhs as against revenue of Rs. 8707.31 lakhs and profit of Rs. 838.70 lakhs during 2024-25 registering a growth of 15.52% in revenue and 7.76% in margin. Our company this year entered into car rental aggregator business joining hands with Uber through their car rental software platform.

We, during the year incorporated a wholly owned subsidiary "Solareco Energy Private Limited" aiming to be part of fast-growing solar energy generation industry in India. It is expected to meet the energy demands in various sectors like electricity, automobile, manufacturing and commercial.

Year 2025-26 saw all time growth in revenue when it crossed 100 Crores registering more than 15% growth compared to last year. Fleet expansion was carried out with our fleet size scaling upto 600 vehicles. 193 vehicles were added to the fleet with a capital outlay of Rs.26.60 crores during the financial Year.

Continued growth in Chauffeur Drive Car rental business in India offers ample opportunity for the company to expand its service to corporates. The economic expansion, urbanization and infrastructure development in the country will augment corporate travel resulting in long term growth for the company. In its initiative for achieving sustainable progress in term of Revenue and margins, your company will continue to invest in expansion of fleet, technology upgradation, human resources and effective cost management. The company is focused on improving its operational and sourcing efficiency for providing robust and reliable service delivery to its valued customers. Your company is keen on implementing latest management and business strategies, exploring new business verticals and partnerships for achieving its overall business objectives

The Board remains confident that the Company is well positioned to capitalise on the opportunities emerging in the mobility and related sectors and looks forward to delivering sustainable growth in the years ahead.

The Companys financial performance for the year ended March 31, 2026 is summarized below:

Particulars	For the year ended 31.03.2026		For the year ended 31.03.2025
	(Rs. in Lakhs)		(Rs. in Lakhs)
	Standalone	Consolidated	*Standalone
Total Revenue	10172.85	10172.85	8766.72
Total Expenses	7248.09	7248.09	6228.41
Operating Profit	2924.76	2924.74	2538.31
Finance Cost	320.34	320.34	286.34
Depreciation & Amortization Expenses	1390.31	1390.31	1123.77
Profit before Tax	1214.11	1214.09	1128.20
Tax Expenses:
Current Tax	(199.00)	(199.00)	(247.00)
Deferred Tax	(111.35)	(111.35)	(42.50)
Tax Adjustments	--	--	--
Profit for the year	903.76	903.74	838.70
Earnings Per Share	26.17	26.17	140.03

* The Company has prepared the Consolidated Financial Statements for the first time for the financial year 2025-26.

FY 2025-26 was a year of healthy business growth and stronger operating cash generation. Revenue from operations increased to Rs.100.59 crore, compared with Rs. 87.07 crore in FY 2024-25, registering growth of 15.52%. Profit Before Tax increased to Rs. 12.14 crore, while Profit After Tax stood at Rs. 9.04 crore.

A particularly encouraging indicator was the Companys operating cash flow, which increased from Rs.19.06 crore to Rs.25.30 crore, reflecting improved cash generation from the underlying business.

DECLARATION AND PAYMENT OF DIVIDEND

During the year under review, the company declared and paid a final dividend of Rs. 1.00 per share to the shareholders of the company and resulted in cash outflow of Rs. 5.80 Lakhs.

As per the Income-Tax Act, 1961, dividends paid by the Company is taxable in the hands of the shareholders. Accordingly, the Company has made the payment of the above dividends after deduction of tax at source wherever applicable.

RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2025-26 in the statement of profit and loss.

MAJOR EVENTS DURING THE YEAR

• Increase in Authorised Share Capital of the Company

As approved by the members by the way of Postal Ballot of the Company on April 9, 2025, the Authorised Share Capital of the Company was increased from Rs. 1,00,00,000/- (Indian Rupees One Crore only) comprising of 10,00,000 ( Ten Lakhs) Equity Shares of Rs. 10/- each to Rs. 6,00,00,000/- (Indian Rupees Six Crore only) comprising of 60,00,000 (Sixty Lakhs) Equity Shares of Rs. 10/- each and consequently, Clause V of the Memorandum of Association of the Company stands altered.

• Bonus Issue

Effective as on November 19, 2025, the issued, subscribed and paid-up equity share capital of the Company stands increased from 58,01,400/- (Rupees fifty-eight lakh one thousand four hundred) divided into 5,80,140 (Five lakh eight thousand one hundred and forty] equity shares of face value of Rs. 10/- (Rupee ten only] each to Rs. 3,48,08,400/- (Rupees three crore forty-eight lakh eight thousand four hundred only) divided into 34,80,840 (thirty-four lakh eighty thousand eight hundred forty only) equity shares of face value of Rs. 10/- (Rupee ten only] each, following the allotment of 29,00,700 equity shares of face value of Rs. 10/- (Rupee ten only) each as fully paid-up bonus equity shares, in the ratio of 5:1, i.e., 5 (five) fully paid- up equity share of face value of Rs. 10/- (Rupee ten only) each for every 1 (one) existing fully paid-up equity share of face value of Rs. 10/- (Rupee ten only) each, to those eligible members of the Company whose name appeared in the Register of Members/ Beneficial Owners as on the Record Date i.e., November 18, 2025.

These bonus equity shares were issued by capitalizing 2,90,07,000 (Rupees two crore ninety lakh seven thousand only) from retained earnings of the Company.

• Alteration in the Ancillary object clause of the Company

During the year under review, the Members of the Company, by way of a Postal Ballot on April 9, 2025, approved the alteration of the Ancillary Objects Clause contained in Clause III(B) of the Memorandum of Association of the Company to include objects relating to generation, transmission distribution, trading, supply of renewable energy, including solar, wind and hydro energy, renewable energy projects and infrastructure, renewable energy equipment and consultancy, advisory and training services in the field of renewable energy, sustainability and environmental conservation, pursuant to the applicable provisions of the Act.

• Employee Stock Option Scheme

During the year under review, the Members of the Company approved, by way of Special Resolutions through postal ballot on April 9, 2025, the "Autoriders International Limited Employee Stock Option Scheme 2025" ("ESOS 2025" or "Scheme"] providing for an ESOP Pool of 81,219 Options, each Option being exercisable into one Equity Share of the Company, subject to the terms and conditions of the Scheme. The Scheme was also approved for eligible employees of the Group Companies, including Holding, Subsidiary and Associate Companies, if any. Further, approval was obtained for grant of Options to identified employees equal to or exceeding 1% of the issued share capital of the Company (excluding outstanding warrants and conversions) during any one year, in accordance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, no options were granted by the company under the said scheme.

Details of the Employees Stock Option Scheme during the year:

Sr. No. Particulars	Remarks
(a) Options granted	Nil
(b) Options vested	Nil
(c) Options exercised	Nil
(d) The total number of shares arising as a result of exercise of option	Nil
(e) Options lapsed	Nil
(f) The exercise price	-
(g) Variation of terms of options	Not Applicable
(h) Money realized by exercise of options	-
(i) Total number of options in force	81,219
(j) Employee wise details of options granted to a) Key Managerial Personnel	Not Applicable
b) Any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year.	Not Applicable
c) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Not Applicable

SHARE CAPITAL

The share capital structure of the Company as on March 31, 2026, is as follows:

• Authorised Share Capital: Rs. 6,00,00,000/-

• Issued, Subscribed and Paid-up Share Capital: Rs. 3,48,08,400/-

The equity shares of the Company continue to be listed on the BSE Limited (BSE).

CHANGES IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

However, after the close of the financial year, the Board of Directors approved the alteration of the Main Objects Clause of the Memorandum of Association of the Company to include activities relating to the generation and sale of power/energy, including renewable energy and solar power, subject to the approval of the Members of the Company and such regulatory/statutory authorities, as may be required under the applicable laws.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate i.e. March 31, 2026 and the date of this Report which may affect the financial position of the Company except for the alteration of the Main Objects Clause of the Memorandum of Association of the Company, as disclosed above under the heading Changes in Nature of Business.

CREDIT RATING

During the year, CARE Ratings Limited (CARE] reaffirmed the credit rating of the Companys Long-Term Bank Facilities at CARE BB+; Stable. The rated Long-Term Bank Facilities were enhanced from Rs. 14 crore to Rs. 30 crore.

The rating indicates that the Companys rated bank facilities continue to carry the rating of CARE BB+; Stable, as reaffirmed by CARE Ratings Limited.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year a wholly owned subsidiary "Solareco Energy Private Limited" was incorporated with the objective of generation and distribution of Solar Energy. The company has not started generation of electricity.

The Company has one subsidiary as on the date of this report viz. Solareco Energy Private Limited (wholly owned subsidiary). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

The Company has prepared the Consolidated Financial Statements of the Company and the subsidiary viz. Solareco Energy Private Limited, in the form and manner as that of its own, duly audited by M/s. Vandana V Dodhia & Co, Chartered Accountants (Firm Registration No. 117812W), Statutory Auditors in compliance with the applicable provisions of the Act, accounting standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time.

The Consolidated Financial Statements for the financial year 2025-26 form part of the Annual Report and shall be laid before the members of the Company at the ensuing Annual General Meeting while laying the Standalone Financial Statements and the same are also available on the website of the Company and can be accessed at the web-link https://autoriders.in/investor/.

During the year under review, your Company does not have any material subsidiary. However, your Company has formulated a Policy for determining material subsidiary as defined under Regulation 16(1)(c) of the SEBI Listing Regulations. The Policy is available on the website of the Company and can be accessed at the web link https://autoriders.in/investor/.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiary in Form AOC- 1 is attached to the Consolidated Financial Statements of the Company and forms part of the Annual Report.

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Constitution of Board as on March 31, 2026 is as mentioned below:

Sr No.	Name of Director/Key Managerial Personnel	Designation
1.	Mr. Chintan Amrish Patel	Chairperson-Managing Director and Chief Executive Officer
2.	Mrs. Maneka Vijay Mulchandani	Executive Director
3.	Mr. Pranav Salil Kapur	Non-Executive - Non-Independent Director
4.	Mr. Anil Shankar Kulkarni	Non-Executive - Independent Director
5.	Mr. Pankil Balendrabhai Amin	Non-Executive - Independent Director
6.	Mr. Janak Patel	Non-Executive - Independent Director
7.	Mr. Ramachandran Chalakudi Gopalakrishnan	Chief Financial Officer
8.	Ms. Priyanshi Joshi	Company Secretary & Compliance Officer

• Re-appointment/appointment of Directors

In accordance with the requirements of the Act and the Companys Articles of Association, Mrs. Maneka Vijay Mulchandani, (DIN: 00491027], retires by rotation and is eligible for re-appointment. The Members approval is being sought at the ensuing Annual General Meeting ("AGM") for this re-appointment.

Additional information and brief profile as stipulated under SEBI Listing Regulations and Secretarial Standards-2 on General Meetings with respect to Directors seeking re-appointment is annexed to the Notice of AGM.

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and Board of Directors, the Members through Postal Ballot on December 13, 2024 approved the re-appointment of Chintan Amrish Patel (DIN:00482043) as Managing Director of the Company, for a period of 5 (five] years, on expiry of his present term of office, i.e., with effect from November 12, 2025 to November 11, 2030, not liable to retire by rotation and designated as "Managing Director & Chief Executive Office.

• Redesignation of Executive Director as Whole-Time Director

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved the redesignation of Mrs. Maneka Vijay Mulchandani (DIN: 00491027], presently designated as Executive Director of the Company, as Executive Director in the category of Whole-Time Director, with effect from August 20, 2026, for a period of five years commencing from August 20, 2026 and ending on August 19, 2031, subject to the approval of the Members of the Company and such other approvals as may be required under applicable law.

The proposed remuneration payable to Mrs. Maneka Vijay Mulchandani, in her capacity as Whole-Time Director, shall be up to a maximum of Rs.50,00,000/- (Rupees Fifty Lakh only] per annum, with the actual remuneration payable for each financial year to be determined by the Board of Directors on the recommendation of the Nomination and Remuneration Committee, subject to the applicable provisions of the Companies Act, 2013 and Schedule V thereto.

The aforesaid redesignation, terms of appointment and remuneration are subject to the approval of the Members of the Company by way of Special Resolution at the ensuing General Meeting.

• Independent Directors

Based on recommendation of NRC and the Board, Members by the way of a Postal Ballot on April 9, 2025, approved the re-appointment of Mr. Anil Kulkarni (DIN: 08722297) for a second term as an Independent Director of the Company effective July 1, 2025 up to June 30, 2030 (both days inclusive).

In terms of Section 149 of the Act, Mr. Anil Shankar Kulkarni, Mr. Janak Patel and Mr. Pankil Balendrabhai Amin are the Independent Directors of the Company as on March 31, 2026.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties as Independent Directors of the Company. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

• Key Managerial Personnel

During the year, Ms. Sudha Didwaniya has tendered her resignation with effect from October 3, 2025 and Ms. Priyanshi Joshi, Company Secretary was appointed as Company Secretary with effect from November 10, 2025.

Key Managerial Personnel Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026 are:

• Mr. Chintan Amrish Patel, Managing Director & CEO

• Mr. Ramachandran Chalakudi Gopalakrishnan, Chief Financial Officer

• Ms. Priyanshi Joshi, Company Secretary

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board evaluation issued by SEBI and the evaluation criteria framed by the Nomination and Remuneration Committee, the Board of Directors of your Company carried out a formal annual evaluation of its own performance and of its committees and individual directors. The process was conducted by allowing the Board to engage in candid discussions with each Director with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated through a structured questionnaire to ascertain feedback on parameters which, inter alia, comprised of level of engagement, their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors.

During the process of evaluation, the performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the committees was evaluated by the Board after seeking inputs from the respective Committee members on the basis of the criteria such as the composition of committees, effectiveness of the committees, structure of the committees and meetings, contribution of the committees etc. The Board evaluated the performance of the individual director based on the criteria as per aforesaid Guidance Note of SEBI and evaluation criteria framed by the Nomination and Remuneration Committee.

A statement regarding the form and the way in which the annual performance evaluation has been made is given in the Report on Corporate Governance, which forms part of the Annual Report.

SELECTION AND APPOINTMENT OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee, in addition to ensure diversity, also considers the impact the appointee would have on Boards balance of professional experience, background, view-points, skills and areas of expertise.

The Nomination and Remuneration Policy of the Company have been amended from time to time in line with applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report. The Nomination and Remuneration Policy is uploaded on the website of the Company and the web link of the same is https://autoriders.in/ investor/.

INSURANCE, RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place a comprehensive internal control system designed to ensure the orderly and efficient conduct of business operations, including adherence to policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial statements.

These internal controls are aligned with the provisions of the Companies Act, 2013 and applicable accounting standards, and are reviewed periodically to assess their adequacy and operating effectiveness. The internal control framework is supported by documented policies, procedures, and authority matrices, which are regularly reviewed and updated to reflect changing business needs and regulatory developments.

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

HUMAN RESOURCE

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

The human resource strength of the Company is commensurate with its operational scale and business requirements. The HR function continues to evolve in line with the Companys growth and transformation goals, with a focus on capability building, succession planning, and digital enablement.

MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES

During the year ended March 31, 2026, 7 (seven) Board meetings were held on May 30, 2025, August 13, 2025, September 1, 2025, September 24, 2025, September 29, 2025, November 10, 2025 and February 12, 2026.

As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013 and the Rules made thereunder, the composition and meetings of the Audit Committee are in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, which forms part of the Annual Report.

During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism, which also incorporates a Whistle Blower Policy.

This mechanism provides a secure, confidential, and accessible channel for employees and other stakeholders to report concerns regarding unethical behavior, suspected fraud, misuse of Companys resources, violation of the Companys Code of Conduct, or any instance of leakage of Unpublished Price Sensitive Information (UPSI) that may adversely affect the Companys operations, performance, or reputation.

The Vigil Mechanism ensures that disclosures are dealt with in a fair, transparent, and time-bound manner and safeguards the whistle-blowers from any form of retaliation or victimization. No person has been denied access to the Vigilance Officer or to the Chairperson of the Audit Committee.

The Company is committed to maintaining the highest standards of integrity, accountability, and ethical conduct. All concerns reported under the policy are thoroughly investigated and appropriate corrective or disciplinary action is taken where necessary.

The Whistle Blower Policy is available on the Companys website at the following link https://autoriders.in/investor/.

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

Disclosure with respect to the remuneration of directors and employees as required under Section 197(12] of the Act read with Rule 5(1], 5(2] and 5(3] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 is annexed herewith as Annexure I and forms part of the Boards Report.

EMPLOYEES DETAILS AS ON THE CLOSURE OF FINANCIAL YEAR:

The details of employees engaged with the Company as on March 31, 2026, are provided below:

Category of Employee	Number of Employees
Female	32
Male	328
Transgender	-

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC] in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal] Act, 2013, to redress complaints received regarding sexual harassment.

The summary of sexual harassment complaints during the financial year is as follows:

Sr. No Particulars	Details
1 Number of complaints of sexual harassment received	Nil
2 Number of complaints disposed of during the year	Nil
3 Number of cases pending for more than 90 days	Nil

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is committed to fostering a supportive and inclusive work environment by undertaking various initiatives aimed at helping expectant mothers maintain a healthy work life balance. Through these efforts, the Company seeks to empower women in both their personal and professional journeys. Further, the Company affirms its compliance with the provisions of the Maternity Benefit Act, 1961.

DISCLOSURE OF REMUNERATION OR COMMISSION TO MANAGING DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

None of the Directors including Managing Director are in receipt of any commission from the Company. Further, there is no remuneration or commission to the Managing Director of the Company from its holding or subsidiary company.

CORPORATE GOVERNANCE

The company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of SEBI Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from the Managing Director and Chief Financial Officer on compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the Corporate Governance Report.

Further, a certificate from M/s. HRU & Associates., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate Governance Report as Annexure II.

The Business Responsibility and Sustainability Report (BRSR) as specified under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year under review, as the Company does not fall within the top 1,000 listed entities based on market capitalization.

Copies of various policies adopted by the Company are available on the website of the Company at https://autoriders.in/investor/.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company continues to maintain a duly constituted Corporate Social Responsibility (CSR) Committee. The composition, meetings held, and other relevant details of the Committee are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

During the year under review, the Company undertook CSR initiatives aligned with its CSR Policy and in accordance with the statutory framework prescribed under the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Annual Report on CSR activities, as required under Rule 8 of the said Rules, is attached as Annexure-III and forms part of this Boards Report.

The Companys CSR Policy has been revised, wherever necessary, to remain consistent with applicable legal provisions and evolving CSR focus areas. The Policy outlines the guiding principles, key thrust areas, modes of implementation, governance structure, budget allocation, and monitoring and reporting mechanisms for CSR initiatives undertaken by the Company.

The latest version of the CSR Policy is available on the Companys website and can be accessed at the following web link: https://autoriders.in/investor/.

AUDITOR

In terms of provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Vandana V Dodhia & Co, Chartered Accountants (Firm Registration No. 117812W), Mumbai, were appointed as the Statutory Auditors of the Company by the Members at the 40^th Annual General Meeting (AGM] of the Company for a term of three consecutive years commencing from the conclusion of the 40^th AGM until the conclusion of the 43^rd AGM.

M/s. Vandana V Dodhia & Co, Chartered Accountants (Firm Registration No. 117812W), have conducted the audit of the financial statements of the Company for the financial year ended March 31, 2026. The Statutory Auditors Report forms part of the Annual Report. M/s. Vandana V Dodhia & Co, have confirmed their eligibility to be continue as Statutory Auditors under Section 141 of the Act and rules made thereunder.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company forms part of the Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers in the Statutory Auditors Report which require any explanation or comments by the Board.

During the year under review, the Auditor have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

FRAUD REPORTED BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud committed by the officers or employees of the Company under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Ms. Shilpa Shah, Company Secretary in Practice, was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30. Consequent upon her resignation from the office of Secretarial Auditor of the Company, a casual vacancy arose in the office of the Secretarial Auditor.

In compliance with Regulation 24A(1)(c) of the SEBI Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. HRU & Associates, Practicing Company Secretaries (Membership No. A46800 and Certificate of Practice No. 20259; Peer Review No. 3883/2023), as the Secretarial Auditor of the Company to fill the casual vacancy caused by the resignation of Ms. Shilpa Shah and to conduct the Secretarial Audit of the Company for the financial year 2025-26. The said appointment was made up to the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of M/s. HRU & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2026-27 to FY 2030-31, subject to the approval of the members at the ensuing Annual General Meeting.

The Secretarial Audit Report issued by M/s. HRU & Associates for the financial year 2025-26 is annexed to this Report as Annexure IV.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. However, there is one observation for which the responses from the management are stated as below:

Boards reply of the comments in the Secretarial Audit Report:

The shares held by Mr. Mukesh Patel (HUF), a member of the Promoter Group of the Company, are not held in dematerialised form, as required under Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company acknowledges the observation regarding the shares held by Mr. Mukesh Patel (HUF), forming part of the Promoter Group, which are presently not held in dematerialised form. The Company is in the process of taking necessary steps and coordinating with the concerned shareholder, Registrar and Transfer Agent and other relevant stakeholders to facilitate the dematerialisation of the said shares and ensure compliance with Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL AUDITOR

M/s. Shah & Shahpatel, Chartered Accountants (Firm Registration No. 133200W] are the Internal Auditor of the Company.

COST AUDITOR

The provisions relating to the maintenance of cost records as specified by the Central Government under sub-section (1] of section 148 of the Companies Act, 2013 and Cost Audit is not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company is provided in the Management Discussion & Analysis section, which forms part of this Annual Report as Annexure V.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the year under review were on arms length basis and in the ordinary course of business. Further, during the year under review, no material related party transactions were entered into by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts] Rules, 2014 is not applicable.

During the year under review, all related party transactions were placed in the Audit Committee meeting for approval. Further, prior omnibus approval of the Audit Committee has been obtained on an annual basis, for a financial year, for the transactions, which are of foreseen and repetitive in nature. The statement giving details of related party transactions entered into pursuant to the omnibus approval were placed before the Audit Committee for its review.

Details of related party transactions are provided in the financial statements and hence not repeated herein for the sake of brevity.

The Company has formulated a Policy on materiality of related party transactions and dealing with related party transactions, which is available on the website of the Company and can be accessed through web link https://autoriders.in/investor/.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements and hence not repeated herein for the sake of brevity.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule, 8 of The Companies (Accounts]

Rules, 2014, are as below:

• Energy Conservation: Energy conservation dictates how efficiently a Company can conduct its operations. The Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Companys commitment towards becoming an environment friendly organization. The Company carries out regular maintenance and development work of electricity equipment to save the energy. The Company is also using the energy efficient products to reduce wastage of scarce energy.

The Company is using the electricity as main source of its energy requirement. The Company is not having/exploring any alternate source of energy. During the year under review, the Company has not made any specific capital investment in energy conservation equipment.

• Technology Absorption: The nature of the Companys business does not require any specific measures for technology absorption.

• Foreign Exchange Earnings and Outgo:

		( Rs. in lakhs)
Particulars	Year ended March 31 2026	Year ended March 31 2025
Foreign Exchange Earnings	-	-
Foreign Exchange Outflow	-	-

DEPOSITS

The Company has not accepted any public deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2026 has been uploaded on the website of the Company and the web link of the same is https:// autoriders.in/investor/.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Board of Directors confirm the following:

(a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed alongwith proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and the profit and loss of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

GENERAL/OTHER DISCLOSURES

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

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

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

4. During the year, the company has not made any Buy back of securities.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

6. Revision of the previous years financial statements.

7. The Company has not made any application nor any proceedings of the Company are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

8. The Company has not entered into any one-time settlement with any Bank or Financial Institution therefore, the disclosures specified under Rule 8 5 (xii) of The Companies (Accounts) Rule, 2014 is not applicable to the Company.

ACKNOWLEDGEMENT

The Board wish to place on record its profound appreciation for the continued support and co-operation received from the banks, financial institutions, investors, government, customers, vendors, shareholders and other stakeholders during the year under review.

The Board also wish to place on record its grateful appreciation to all the employees of the Company for their unwavering dedication, commitment and contributions to the Companys performance. Your Board look forward for their continued support in future.

Yours faithfully,
For and on behalf of the Board of Directors of
Autoriders International Limited
Chintan Patel	Maneka Mulchandani
Chairperson, Managing Director and CEO	Director
DIN:00215183	DIN:00491027
Place: Mumbai
Date: August 20, 2026