Competent Automobiles Company Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting the 40^th Annual Report together with Audited Accounts of the Company for the financial year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS – STANDALONE AND CONSLOLIDATED

The highlights of the standalone and consolidated financial statements of your Company for the year ended 31^st March, 2025 along with the previous years figures are given as under:

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Income from Operations	2,13,124.34	2,11,669.18	2,13,879.27	2,11,669.18
Other Income	922.82	721.34	866.74	721.34
Total Income	2,14,047.16	2,12,390.52	2,14,746.01	2,12,390.52
Profit before Dep. & Tax	6,034.65	6,259.89	5,949.24	6,259.89
Less: Depreciation & Amortization	2,908.67	2,401.53	2,925.01	2,401.53
Less: Provision for Taxation including
Deferred Tax and tax for earlier years	870.21	1,102.10	874.52	1,102.10
Profit after tax	2,255.77	2,756.26	2,149.71	2,756.26
Add: Surplus from Previous year	28,186.43	25,491.63	28,186.43	25,491.63
Add: Other Comprehensive Income	664.74	501.58	674.35	501.58
Amount available for appropriation (A)	31,106.94	28,749.47	31,010.49	28,749.47
General Reserve (B)	3,517.51	3,517.51	3,517.51	3,517.51
Securities Premium Account (C)	1,431.65	1,431.65	1,431.65	1,431.65
Sub-Total (A+B+C)	36,056.10	33,698.63	35,959.65	33,698.63
Less: Appropriations
Transfer to General Reserves	-	-	-	-
Dividend & tax thereon paid during the year	61.46	61.46	61.46	61.46
Closing Balance	35,994.64	33,637.17	35,898.19	33,637.17

2. PERFORMANCE REVIEW

On standalone basis, your company recorded total Income of Rs.2,14,047.16 Lakh for the financial year 2024-25 as compared to Rs. 2,12,390.52 Lakh in the previous year showing an increase by 0.77%. The profit before depreciation & tax for the financial year 2024-25 amounts to Rs.6,034.65 Lakh as against Rs.6,259.89 Lakh in the previous year, which is decreased by 3.60%. The profit after tax for the financial year 2024-25 was Rs.2,255.77 Lakh as compared to Rs.2,756.26 Lakh in the previous year, which is decreased by 18.16%. The decline in profit during the year is mainly due to increase in operating cost i.e. manpower, rent and increased operating cycle resulting in higher finance cost. On consolidated basis, your company recorded a total Income of Rs. 2,14,746.01 Lakh for the financial year 2024-25 as compared to Rs.2,12,390.52 Lakh in the previous year, showing an increase by 1.11% over the previous year. The Company recorded a total profit before depreciation & tax for the financial year 2024-25 of Rs.5,949.24 Lakh as against Rs.6,259.89 Lakh in the previous year, which is decreased by 4.96%. The profit after tax for the financial year 2024-25 was Rs.2,149.71 Lakh as compared to Rs.2,756.26 Lakh in the previous year, showing a decline by 22%.

During the financial year 2024-25, your company sold 30,431 vehicles (including 141 vehicles sold through direct billing) as compared to 30,318 vehicles (including 296 vehicles sold through direct billing) in the previous year.

3. DIVIDEND

The Board has recommended a dividend of Re.1/- per equity share of face value of Rs.10/- each for the financial year ended 31^st March, 2025 (previous year: Re.1/- per equity share of face value of Rs.10/- each), based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits of the Company for the year ended 31^st March, 2025. The dividend on equity shares is subject to the approval of the Shareholders at the Annual General Meeting (‘AGM) scheduled to be held on Saturday, 27^th September, 2025. The Record Date fixed for determining entitlement of Members to the final dividend for the financial year ended 31^st March, 2025, if approved at the AGM, is Friday, 19^th September, 2025. Based on the number of equity Shares as on the date of this Report, the dividend would result in a cash outflow of Rs. 61.46 Lakh. The dividend on equity Shares is 10% of the paid-up value of each share. The total dividend pay-out works out to 2.72% of the net profits of Rs.2,255.77 Lakh (on standalone basis). Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

4. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company formulated and adopted the Dividend Distribution Policy (the ‘Policy). The Policy is available on the Companys website at www. competent-maruti.com.

5. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the Reserves for the financial year ended 31^st March, 2025.

6. CAPITAL STRUCTURE

During the year under review, there has been no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. As on 31^st March 2025, the Authorized Share Capital of the Company was Rs.10,00,00,000/- (Rupees Ten Crore Only) and Paid-up Share Capital was Rs.6,14,60,000/- (Rupees Six Crore Fourteen Lakh Sixty Thousand Only).

7. AWARDS AND RECOGNITION

The Company has received the following Awards and Recognition by M/s. Maruti Suzuki India Limited during the year under review: i. 2^nd Runner up for best Performing Dealer for all Channels ii. Royal Platinum Dealer Award in N4 Region iii. Alpha Dealer Award in N4 Region iv. Best Performance Award in Automatic Cars for all Channels v. Best Performance All India Award in CSD- Arena

8. DIRECTORS AND KEY MANAGERIAL PERSONS

Directors

Mr. Ramesh Chander Murada (DIN:01157406), Independent Director of the Company has resigned with effect from 28^th August, 2024 due to his deteriorated health conditions. Mr. Rohit Gogia (DIN: 00148977) ceased to be Independent Director of the Company w.e.f. 28^th September, 2024 on account of completion of his tenure. The first tenure of 5 (five) years of Mr. Raman Sehgal (DIN: 08535351), Independent Director of the Company was completed on 28^th September, 2024 and had shown unwillingness to be re-appointed as Independent Director for the second term and ceased to be Director of the Company with effect from the said date.

The Board wishes to place on record its deep sense of appreciation for the valuable contributions made by the Independent Directors to the Board and the Company during their tenure as Independent Directors of the Company. During the year under review, the Company has appointed Mr. Sandeep Murada (DIN: 03091840), Mr. Nirbhay Mehta (DIN: 10757500) and Mr. Siddhant Kapoor (DIN: 10763286) as Independent Directors of the Company with effect from 28^th September, 2024.

In terms of Section 149(7) of the Companies Act, 2013 ("the Act"), Mr. Sandeep Murada, Mr. Nirbhay Mehta and Mr. Siddhant Kapoor, Independent Directors of the Company have given declarations to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). Mr. Kanwal Krishan Mehta (DIN: 00036902) retires by rotation and being eligible has offered himself for reappointment at the ensuing Annual General Meeting (AGM). The Board of Directors recommend his re-appointment. Mrs. Kavita Ahuja (DIN: 00036803) was appointed as Whole Time Director of the Company for a period of five years with effect from 1^st November, 2020 whose tenure will be completed on 31^st October, 2025. It is proposed to re-appoint Mrs. Ahuja as Whole Time Director of the Company for a period of 5 (five) years with effect from 1^st November, 2025. Appropriate resolution seeking approval of the members for re-appointment of Mrs. Kavita Ahuja and payment of remuneration to her forms an integral part of the notice convening the AGM.

As required under the SEBI Listing Regulations and Secretarial Standard-2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), a brief resume and other requisite details of the Directors seeking appointment/ reappointment at the ensuing AGM has been provided in the Notice convening the AGM.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory authority.

Key Managerial Personnel

As on 31^st March, 2025, Mr. Raj Chopra, Chairman & Managing Director, Mr. Deepak Mehta, Chief Financial Officer and Mr. Dinesh Kumar, Company Secretary were the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, Mr. Ravi Arora resigned from the post of Company Secretary & Compliance officer of the Company with effect from 20^th November, 2024. The Board placed on record its sincere appreciation for the dedicated services and contribution made by Mr. Arora during his tenure with the Company. The Company has appointed Mr. Dinesh Kumar (M. No. F5175) as Company Secretary & Compliance officer of the Company with effect from 18^th December, 2024.

The Nomination and Remuneration Committee has approved and recommended all of above appointment/ reappointments.

9. CODE OF CONDUCT

Pursuant to the Regulation 17(5) of the SEBI Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of Conduct (‘the Code) for members of Board of Directors and Senior Management Personnel. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which, inter-alia, includes the duties of Independent Directors as laid down in the Act. The aforesaid Code is available on the Companys website at www.competent-maruti.com. In terms of the Regulation 26(3) of the SEBI Listing Regulations, all the Board Members and the Senior Management Personnel have affirmed the compliance with the Code for the financial year 2024-25. A declaration to this effect, signed by the Chairman & Managing Director forms an integral part of the Corporate Governance Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with provisions of the Companies Act, 2013 and the SEBI Listing Regulations in the preparation of the annual accounts for the year ended 31^st March, 2025 and state that: (a) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed and no material departures have been made from the same; (b) The Directors have selected such accounting policies and applied them consistently and made judgements 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 profit 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 frauds and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; (e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors has devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

11. MEETINGS OF THE BOARD

During the financial year 2024-25, the Board of Directors met 8 (eight) times i.e. on 30^th May, 2024, 25^th June, 2024, 14^th August, 2024, 2^nd September, 2024, 1^st October, 2024, 12^th November, 2024, 18^th December, 2024 and 12^th February, 2025. Detailed information regarding the Board Meetings along with the attendance of Directors are provided in the Report on Corporate Governance forming part of this Annual Report. Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from all the Independent Directors in terms of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Independent Directors have complied with the Code for Independent Directors as prescribed under Schedule IV of the Act and the Listing Regulations. 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 of all Independent Directors on the Board.

13. CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to the SEBI Listing Regulations, a report on the Corporate Governance for the financial year ended 31^st March, 2025 along with Auditors Certificate regarding compliance of the conditions of Corporate Governance under SEBI Listing Regulations are enclosed as Annexure - A and B respectively and forms part of this report.

14. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations forms part of this Report and is enclosed as Annexure-C.

15. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee;

• Stakeholders Relationship Committee;

• Nomination and Remuneration Committee; and

• Corporate Social Responsibility Committee.

Details of composition, terms of reference and number of meetings held during the year under review are given in the Report on Corporate Governance, which forms part of this Report. Further, all recommendations made by the various committees have been accepted by the Board of Directors. AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee presently comprises of Mr. Sandeep Murada, Chairman, Mrs. Kavita Ahuja and Mr. Siddhant Kapoor as Members. The Committee met 5 (five) times during the year under review. The details of which are given in the Corporate Governance Report. All the recommendations of the Audit Committee were accepted by the Board.

16. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act. Salient features of Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other employees has been disclosed in the Report on Corporate Governance forms part of this Report. The detailed policy is available on the Companys website at www.competnet-maruti.com.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company firmly believe and are committed towards: • welfare and sustainable development of the community;

• ethical principles, protection of human rights, care for the environment;

• improving the quality of life of all stakeholders including the local community and society at large; and • gender equality, women education and empowerment.

Your Company plays a pivotal role in community development with the help of Global Social Welfare Organization, NGO assisting on agendas of public welfare and environmental concerns.

The brief outline of the Corporate Social Responsibility Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on Corporate Social Responsibility activities during the year under review are set out in Annexure - D of this report in the format prescribed under the Companies (Corporate Social Responsibility

Policy) Rules, 2014. The Corporate Social Responsibility policy is available at the Companys website at www. competent-maruti.com.

18. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3) of the Act, the Annual Return for financial year 2024-25 is available on the Companys website at www.competent-maruti.com.

19. COMPLIANCE OF SECRETARIAL STANDARDS

As required under Section 118(10) of the Companies Act, 2023, the Company has complied with the Secretarial Standards issued by the Institute of the Company Secretaries of India (ICSI).

20. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS A WHOLE

In terms of the provisions of the Section 134(3) of the Act, Regulation 17(10) of SEBi Listing Regulations and the Guidance Note on Board Evaluation dated 7^th January, 2017 issued by the SEBI, the Board has carried out the annual performance evaluation of individual Directors, its Committees and Board as a whole. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making. The performance of individual director was evaluated on parameters such as level of engagement and contribution, independence of judgement and safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process. Further, the Committees were evaluated in terms of receipt of appropriate material for agenda items in advance with right information and insights to enable them to perform their duties effectively, review of Committee Charter, updating to the Board of Directors on key developments, major recommendations and action plans, stakeholder engagement, devoting sufficient time and attention on its key focus areas with open, impartial and meaningful participation and adequate deliberations before approving important transactions. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman & Managing Director and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated. The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of the provisions of Regulation 25(7) of the SEBI Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors as a part of their induction and to increase their understanding and knowledge with respect to the Company. The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations and economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions. Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important Policies of the Company including the Code of Conduct for Directors and Senior Management Personnel and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant Statutory changes to ensure that they remain up to date on the compliance framework. The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is made available on the website of the Company at www. competent-maruti.com.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy for Directors, employees and other persons to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics, in accordance with the provisions of Section 177 (10) of the Act and Regulation 22 of the SEBI Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism. Audit committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.

During the financial year 2024-25, no complaint was received and hence none was pending ^st March, as on 31 2025 under the Vigil Mechanism. No person was denied access to the Audit Committee. The Whistle Blower Policy is available on the Companys website at www.competent-maruti.com.

23. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

The Particulars of loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to the Standalone Financial Statements of the Company.

24. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In terms of the provisions of Section 124(5) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investors Education and Protection Fund (IEPF) established by the Central Government, after the completion of 7 (seven) years from the date of transfer to Unclaimed/ Unpaid Dividend Account. Accordingly, unpaid or unclaimed dividend amounting to Rs.1,44,291/- (Rupees One Lakh Forty-Four Thousand Two Hundred Ninety-One Only) which was unpaid/ unclaimed for consecutive period of 7 (seven) years was transferred to the Investor Education and Protection Fund in accordance with the provisions of the Act and rules made thereunder. The details of the consolidated unclaimed/ unpaid dividend as required by the Act read with the IEPF Rules for all the unclaimed/ unpaid dividend accounts outstanding have been uploaded on the Companys website. Further, the unclaimed/ unpaid dividend for the financial year 2017-18 is due for transfer to IEPF. Transfer of Shares underlying Unclaimed/ Unpaid Dividend

In terms of the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be transferred to the IEPF. Accordingly, the Company had transferred 1,325 (One Thousand Three Hundred Twenty-Five) equity shares on which dividend has not been claimed for 7 (seven) consecutive years in favour of IEPF authority. In view of the provisions mentioned above, the concerned Shareholders are requested to claim the Unpaid/ Unclaimed Dividend before we transfer the same to IEPF authority. Further, in terms of the provisions of Section 124 of the Act read with the Rules made thereunder, a notice has been sent to the Shareholders individually and also published in Newspaper inviting attention of the Shareholders to claim their Dividend.

25. AUDITORS AND AUDITORS REPORT (A) STATUTORY AUDITORS

M/s Dinesh Mehta & Co., Chartered Accountants, (Firm Registration No.000220N), were appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting ("AGM") of the Company held on 20^th September, 2022 to hold office from the conclusion of the 37^th AGM till the conclusion of the 42^nd AGM of the Company. Auditors Report

The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore do not require further explanation. There is no any qualification, reservation, adverse remark or disclaimer in the Auditors Report.

(B) SECRETARIAL AUDITORS

In terms of Regulation 24A read with other applicable provisions, if any, of the SEBI Listing Regulations and the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company is required to appoint Secretarial Auditors for a period of 5 (five) consecutive years commencing from the financial year 2025-26, to conduct the secretarial audit of the Company.

The Audit Committee recommended to the Board, the appointment of M/s. P. P. Agarwal & Company, Company Secretaries (FRN: S2012DE174200) as the Secretarial Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the ensuing 40^th Annual General Meeting scheduled to be held on 27^th September, 2025 till the conclusion of 45^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from the financial year 2025-26 to the financial year 2029-30. The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s. P. P. Agarwal & Co. as Secretarial Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of M/s. P. P. Agarwal & Co. as the Secretarial Auditors of the Company for a period of 5 (five) years. M/s. P. P. Agarwal & Co., Company Secretaries (FRN: S2012DE174200) has provided its consent for appointment as Secretarial Auditors of the Company and confirmed that the appointment, if approved, would be in accordance with the provisions of the SEBI Listing Regulations and SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated 31^st December 2024, and within the limits prescribed under the Companies Act, 2013 and applicable rules. The firm has also confirmed that it is not disqualified from being appointed as Secretarial Auditors under the Act and SEBI Listing Regulations.

Secretarial Audit Report

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to annex to the Boards Report, the Secretarial Audit Report given in the prescribed form by a Company Secretary in practice. Accordingly, the Board of Directors in its meeting held on 12^th February, 2025 have appointed M/s P. P. Agarwal & Co., Company Secretaries to carry out Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report given by the Secretarial Auditors in Form MR - 3 is annexed as Annexure - E and forms an integral part of this report.

The observations of Secretarial Auditors in their Report and Management Comments thereon are as under:

Sl. No. Secretarial Auditors Observations	Management Comments
1 The Composition of Stakeholders Relationship Committee was short of one Independent Director for few days, hence to that extent there was non- compliance of Regulation 20 of the SEBI LODR Regulations.	Due to resignation of one Independent Director, the Committee was re-constituted on 2nd September, 2024 and on 1st October, 2024 in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations.
	However, there was no activity during intervening period which required attention of Stakeholders Relationship Committee.
2 The submission of related party transactions to the Bombay Stock Exchange was once late and hence there was a non-compliance of Regulation 23(9) of the SEBI LODR Regulations, 2015.	The detail of related party transactions was submitted to the Bombay Stock Exchange in compliance with the Regulation 23(9) of the SEBI Listing Regulations after due date due to technical glitch while submitting the financial results.

(C) REPORTING OF FRAUD

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

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

Your Company continues its efforts to reduce energy consumption in its showrooms, workshops and offices. As the company does not have any manufacturing unit, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption, as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2013 are not applicable.

Further, the Company has no foreign exchange earnings and expenditure during the year under review.

27. DEPOSITS

The Company has neither accepted nor renewed any Deposit that falls within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. However, the Company has taken unsecured loan from Directors during the FY 2024-25 as per detail given hereunder:

(Rs. In Lakh)

Sl. No. Name of Directors	Loan Outstanding as on 1st April, 2024	Loan Received during the year	Loan Repaid during the year	Loan Outstanding as on 31st March, 2025
1 Mr. Raj Chopra	500.00		500.00	NIL
2 Mrs. Kavita Ahuja	550.89	213.30	204.19	560.00
Total:	1,050.89	213.30	704.19	560.00

28. CREDIT RATING

The Companys financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency CRISIL with long-term instrument rated as CRISIL - / Stable.

29. INTERNAL FINANCIAL CONTROL

The Companys internal control systems commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Details on the Internal Financial Controls of the Company is given in the Management Discussion and Analysis forms part of this report.

30. RISK MANAGEMENT

Your Company has a well-defined and robust Risk management framework in place for managing and reporting risks. Further, a Risk Management process has been implemented in your company. The Audit Committee has given additional oversight in the area of financial risks and controls. The major risks identified by the business are systematically addressed through internal audit and mitigating actions are taken on the observations. The Board of Directors of the Company reviews the risk management framework from time to time.

31. DETAILS OF SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Pursuant to provisions of Section 129(3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing salient features of the financial statements of the subsidiary in Form AOC-1 is annexed to the Financial Statements and forms part of the Annual Report, which covers the performance and financial position of the subsidiary Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and a separate audited financial statements of Subsidiary Company are available on the Companys website at www.competent-maruti.com and will also be available for inspection by any member of the Company at the Registered Office. A copy of above accounts shall be made available to any member on request.

The Company does not have any Associate Company or Joint Venture.

32. P ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on arms length basis during the financial year 2024-25. Related Party Transactions that are foreseen and repetitive in nature are placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. During the year under review, there were no materially significant related party transactions entered into, by the Company with Promoters, Directors or Key Managerial Personnel and their relatives, which may have a potential conflict of interest for the company at large. There were no transactions with any related parties falling under the scope of Section 188 of the Act. Therefore, the disclosure of Related Party Transaction as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC- 2 is not applicable for the year ended 31^st March, 2025. Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Note No. 39 to the Standalone Financial Statements. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board of Directors is available at the Companys website at www.competent-maruti.com.

33. PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the SEBI Regulations) mandates the Company to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of Trading of Securities by Insiders. Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for Regulating, Monitoring and Reporting of trading of Securities by Insiders in terms of the SEBI Regulations. The objective of these Codes is to prevent misuse of Unpublished Price Sensitive Information by the designated persons and their immediate relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations. Further, the Company has also put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations for prevention of insider trading. The said Code is available at the Companys website at www.competent-maruti.com.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company prohibits and has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All women employees (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under the Policy. All employees are treated with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or psychological. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following are the summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints of sexual harassment received during the year	NIL
(b) Number of complaints disposed of during the year	N.A.
(c) Number of cases pending for more than ninety days	N.A.
(d) Number of complaints pending at the end the financial year	N.A.

35. STATEMENT OF COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefits Act, 1961.

36. P ARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be provided in Annual Report. However, in terms of the provisions of Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and the aforesaid information is available for inspection by the members on all working days, during business hours, at the Registered Office of the Company upto the date of the ensuing Annual General Meeting. Further, any member interested in obtaining such information may write to the Company Secretary at the registered office of the Company.

37. PERSONNEL

As on 31^st March, 2025, total workforce of your Company was 2,294. Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to achieve new milestones continuously.

38. GREEN INITIATIVES

In compliance with the MCA General Circular No. 09/2023 dated September 25, 2023 read with, No. 10/2022 dated December 28, 2022, 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May 5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2024-25 are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may note that the Notice of the AGM and Annual Report 2024-25 are also available on the Companys website at www.competent-maruti.com and on the websites of Stock Exchange i.e. BSE Limited at www.bseindia.com.

39. OTHER DISCLOSURES

(a) There has been no change in the nature of business of the Company as on the date of this Report.

(b) There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. (c) There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

(d) No significant and material orders were passed by the Regulators or courts or Tribunals impacting the going concern status and the Companys future operations. However, Members attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

(e) The Company has not entered into any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not required to be made by the Company.

40. ACKNOWLEDGEMENT

Your Directors acknowledge the continued assistance, guidance and co-operation received from Maruti Suzuki India Limited. Your Directors thank the Government Authorities, Bank, Financial Institutions, Shareholders, Customers, Clients, Vendors and Other business associates for their continued support in the Companys growth. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

	For and on behalf of the Board of Directors of
	Competent Automobiles Co. Ltd.
	Raj Chopra
Place: New Delhi	Chairman & Managing Director
Date : 14.08.2025	DIN: 00036705