Emmforce Autotech Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting before you their 2^nd Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL RESULTS

The financial results of the Company for the 2^nd financial year under review are summarized for your consideration:

(Amount in INR)

Particulars	Standalone FY ending on 31.03.2025	Standalone FY ending on 31.03.2024	Consolidated FY ending on 31.03.2025	Consolidated FY ending on 31.03.2024
Gross Income	89,14,26,059	41,23,90,875	89,02,66,500	41,28,29,835
Expenses	70,29,43,494	33,66,11,106	70,66,51,136	33,73,06,103
Profit Before Interest and Depreciation	18,84,82,565	7,57,79,769	18,36,15,364	7,55,23,732
Finance Cost/Interest	1,91,36,407	83,05,040	2,41,22,534	85,00,343
Depreciation	2,67,60,710	97,01,907	4,26,53,888	1,00,59,681
Net Profit Before Tax	14,25,85,447	5,77,72,822	11,68,38,942	5,69,63,708
Provision for Tax	3,66,13,084	1,51,12,216	3,61,89,784	1,60,80,738
Net Profit After Tax	10,60,27,363	4,26,60,606	8,06,49,158	4,08,82,970

STATE OF COMPANYS AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

The Company has completed its second financial year with commendable growth. During the year, it recorded revenue of ?89,14,26,059 on a standalone basis, reflecting an increase of 116.16% compared to the previous financial year. On a consolidated basis, the revenue stood at ?89,02,66,500, representing a growth of 115.65% over the prior year.

The Net Profit also witnessed significant improvement, increasing by 148.54% on a standalone basis and 97.26% on a consolidated basis. The Board of Directors remains optimistic about the Companys growth trajectory and is confident of continued progress in the coming years.

BUSINESS OVERVIEW

The Company is engaged in the manufacturing of niche automotive drivetrain components, including Differential Housings, Differential Lockers, Differential Covers, 4WD Locking Hubs, Spindles, Axles & Shafts, Gear Shifters, Yokes, Differential Spools, Differential Tools, and various other forged and cast differential parts. These products are primarily designed for 4-Wheel Drive and high-performance racing vehicles.

Since its inception, the Company has been export-oriented and has consistently catered to international markets. Over time, it has established itself as a leading manufacturer of drivetrain parts in India. The

Company serves as a one-stop solution provider, offering high-quality, cost-effective drivetrain components while also delivering customized, out-of-the-box solutions through the design and development of complex and specialized parts tailored to customer needs.

SHARE CAPITAL

The authorized capital of the company is Rs. 21,00,00,000 consisting of 2,10,00,000 equity shares of Rs. 10 each.

During the year, the company came out with Initial Public Offer on SME platform of BSE Limited for 54,99,600 equity shares of Rs. 10 each at a premium of Rs. 88 which was fully subscribed. The shares of the company were got listed on the exchange on 30.04.2024.

The present issued, subscribed and paid-up share capital of the company as on date of this report is Rs. 20,49,96,000 consisting of 2,04,99,600 equity shares of Rs. 10 each.

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares or Employee Stock Option Schemes during the year under review.

No Bonus Shares were issued during the year under review.

The company has not issued any shares with differential voting rights during the financial year.

DIVIDEND

The directors have not recommended any dividend for the current financial year.

RESERVES

Entire amount of Net Profit of Rs. 1060.27 lakhs have been transferred to Profit and Loss Surplus account, which appears under the head “Reserves and Surplus.” No amount has been transferred to any other reserves.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds pending which were required to be transferred to Investor Education and Protection Fund (IEPF).

DIRECTORS & KEY MANAGERIAL PERSONNEL

The company was formed after conversion of partnership firm into a public limited company. The Board of directors of the company are as under:

Mr. Ashok Mehta: Managing Director Mr. Azeez Mehta: Wholetime Director & CFO Mrs. Neetu Mehta: Non Executive Woman Director Mr. Raman Tewari: Independent Director Mr. Manish: Independent Director

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Azeez Mehta, Wholetime Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

As at the end of the financial year under review, the Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name	Designation
Mr. Ashok Mehta	Managing Director
Mr. Azeez Mehta	Wholetime Director cum Chief Financial Officer
Ms. Parul Gupta	Company Secretary

NUMBER OF MEETINGS OF BOARD

During the year 2024-25, 7 (Seven) Board Meetings were held. The details regarding the dates of such Board Meetings along with the attendance of directors therein is provided hereunder:

Sr. No.	Date of Board Meeting	No. of Directors entitled	Attendance of Directors
1	03.04.2024	5	5
2	08.04.2024	5	5
3	30.05.2024	5	5
4	20.06.2024	5	5
5	03.09.2024	5	5
6	14.11.2024	5	5
7	03.03.2025	5	5

Apart from the Board meetings, as per the provisions of Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of the company was held on 15.03.2025 which was attended by both the Independent Directors.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and in order to comply with the requirement of Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee is duly constituted. The Audit Committee as on March 31,2025 comprises of the following Directors:

Mr. Raman Tewari	Chairman	Non-Executive Independent Director
Mr. Manish	Member	Non-Executive Independent Director
Mr. Ashok Mehta	Member	Managing Director

Ms. Parul Gupta, the Company Secretary of the company acts as the Secretary of the Audit committee.

All members of audit committee are financially literate. 3 (Three) audit committee meetings were held during the financial year 2024-25 on the following dates:

30.05.2024, 03.09.2024 and 14.11.2024.

The attendance at the Audit Committee Meetings during the period from 01.04.2024 till 31.03.2025 is given below:

Name of the Members of Audit committee	No. of meetings held	No. of Meetings attended
Mr. Raman Tewari	3	3
Mr. Manish	3	3
Mr. Ashok Mehta	3	3

Terms of reference of the Audit Committee are as per the governing provisions of the Companies Act (Section 177) & the Listing Regulations (Part C of Schedule II) and inter alia includes:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

• matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

• changes, if any, in accounting policies and practices and reasons for the same

• major accounting entries involving estimates based on the exercise of judgment by management

• significant adjustments made in the financial statements arising out of audit findings

• compliance with listing and other legal requirements relating to financial statements

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of section 178 of the Companies Act, 2013, Nomination & Remuneration Committee as on March 31,2025 comprises of the following Directors

Mr. Manish	Chairman	Non-Executive Independent Director
Mr. Raman Tewari	Member	Non-Executive Independent Director
Mrs. Neetu Mehta	Member	Non-Executive Director

Ms. Parul Gupta, Company Secretary of the company acts as the Secretary of the Nomination & Remuneration committee.

Terms of Reference of the NRC Committee are as follows:

• Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance

• Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors

• Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

• Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors

• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose

• Decide the amount of Commission payable to the Whole Time Directors

• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

• To formulate and administer the Employee Stock Option Scheme

One NRC meeting was held on 15^th March 2025 during the financial year ended on 31.03.2025. The details of meeting held of the Nomination and Remuneration Committee is as under:

Name of the Members of Nomination and remuneration Committee	No. of meetings held	No. of Meetings attended
Mr. Manish	1	1
Mr. Raman Tewari	1	1
Mrs. Neetu Mehta	1	1

REMUNERATION OF DIRECTORS

Remuneration paid to Directors is decided by the Board on the recommendations of the Nomination and Remuneration Committee and approved by the shareholders at General Meetings.

The remuneration to directors during the year under review is as under:

Name	Designation	Remuneration
1 Ashok Mehta	Managing Director	Rs. 1,20,00,000
2 Azeez Mehta	Wholetime Director cum Chief Financial Officer	Rs. 60,00,000

Apart from the above stated, there have been no other material pecuniary relationships or transactions by the Company with Non-executive directors during the year.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee is duly constituted with following composition as on March 31,2025

Mr. Ashok Mehta	Chairman	Managing Director
Mrs. Neetu Mehta	Member	Non-Executive Director
Mr. Manish Verma	Member	Independent Director

Ms. Parul Gupta, Company Secretary of the company acts as the Secretary of the Stakeholders Relationship committee.

One Stakeholders Relationship Committee was held on 03.09.2024 during the financial year ending 31.03.2025.The details of Meetings attended by the members during the year are given below:

Name of the Members of Stakeholder Relationship Committee	No. of meetings held	No. of Meetings attended
Mr. Ashok Mehta	1	1
Mrs. Neetu Mehta	1	1
Mr. Manish Verma	1	1

Terms of Reference of the Committee are as follows:

• Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

• Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

• Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances

• Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties

• Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them

• Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

• Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

• Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

During the financial year, no investor complaints or grievances were received by the company and no such complaints were pending for redressal at the end of the financial year.

CODE OF CONDUCT

The Board has adopted a well-defined Code of Ethics and Conduct (“the Code”) applicable to all Board members and Senior Management personnel of the Company. The Code incorporates the duties of Independent Directors as prescribed under the Companies Act, 2013.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, all Directors and Senior Management personnel have affirmed compliance with the Code. A declaration to this effect, signed by the Managing Director, forms part of this Report.

The Code is available on the Companys website at www.emmforce.com.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 25 of SEBI (LODR) Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

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

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place “Policy for Prevention and Redressal of Sexual Harassment” in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as ‘the said Act) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (ICC) at the Registered Office of the Company to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report in details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review
1.	NIL	NIL	NIL

MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review. All eligible female employees are extended maternity benefits in accordance with the Act, including paid maternity leave, nursing breaks, and protection from dismissal during the maternity period. During the review period, no instances of non-compliance were observed.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The shares of the company have been listed on SME Platform of BSE Limited w.e.f. 30.04.2024. Other than that, there is no material changes or commitments, effecting the financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Companys business

b. Generally in the class of business in which the Company has an interest CORPORATE GOVERNANCE

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the requirements under Regulations 17 to 27, which pertain to Corporate Governance, are not applicable to the Company. Accordingly, the report on Corporate Governance does not form part of this Report.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement for submitting the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirements of Section 134(3) (e) and Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company·covering the criteria for appointment of Board members, including qualifications, positive attributes, and independence of Directors, as well as the policy

on remuneration of Directors, Key Managerial Personnel (KMP), and other employees·is attached as Annexure-2 and forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with the provisions of Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section as Annexure-3, forming an integral part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosure is provided in Annexure-4, which forms an integral part of this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, in consultation with the Nomination and Remuneration Committee, has formulated a comprehensive framework for the performance evaluation of the entire Board, its Committees, and individual Directors, including Independent Directors.

The evaluation is conducted based on pre-defined and objective criteria, which include, inter alia, the following:

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of Board Committees:

i. Clarity of charter and roles

ii. Composition and expertise of members

iii. Effectiveness in meetings and decision-making

iv. Contribution to the Companys governance

c. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met separately on 15th March, 2025, without the presence of Non-Independent Directors or members of the management.

During the meeting, they inter alia reviewed and discussed the performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairman, taking into account the views of Executive and NonExecutive Directors.

Additionally, the Nomination and Remuneration Committee carried out the evaluation of each Directors performance. The Directors have expressed their satisfaction with the overall evaluation process.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Emmforce Mobility Solutions Private Limited (EMSPL) is a subsidiary of the Company. The statement containing the salient features of the financial performance and position of the subsidiary, as required under Section 129(3) of the Companies Act, 2013, in the prescribed format AOC-1, is annexed to the Directors Report as Annexure-5.

STATUTORY AUDITORS

M/s Vijay Jindal & Associates, Chartered Accountants, Chandigarh, were appointed as the Statutory Auditors of the Company at the 1st Annual General Meeting, to hold office until the conclusion of the 6th Annual General Meeting, to be held in the year 2029, in accordance with the provisions of the Companies Act, 2013.

STATUTORY AUDITORS REPORT

The Auditors Report for the financial year 2024-25 is self-explanatory and does not call for any further comments by the Board of Directors. Further, the Report does not contain any reservations, qualifications, or adverse remarks.

SECRETARIAL AUDITORS AND THEIR REPORT

M/s Kanwaljit Singh, Company Secretary in practice having CP no. 5870 and Membership no. FCS 59014 was appointed by the Board of Directors as Secretarial Auditor of the Company for the financial year under review pursuant to Section 204 of the Companies Act, 2013. In the ensuing Annual General Meeting of the Company, he is proposed to be appointed for a term of five consecutive years from the financial years 202526 to 2029-30.

The Secretarial Audit Report submitted by him in the prescribed form MR-3 is annexed as Annexure-6 and forms part of this report. There are no qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor in the Report issued by him for the financial year 2024-25 which call for any explanation from the Board of Directors.

COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the requirements relating to the maintenance of cost records and appointment of Cost Auditors are not applicable to the Company for the financial year under review.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements for the financial year ending 31.03.2025 are forming part of this annual report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Pursuant to the provisions of Section 134(1)(e) of the Companies Act, 2013, the Company has established a well-placed, proper, and adequate internal financial control system, commensurate with the size, scale, and complexity of its operations.

The scope and authority of the Internal Audit function are clearly defined within the organization. The internal financial control system is designed to ensure that all assets are safeguarded and protected, and that transactions are authorized, properly recorded, and reported accurately.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has formulated and implemented a comprehensive Risk Management Policy in accordance with the provisions of the Companies Act, 2013. The policy includes the identification and assessment of risks that, in the opinion of the Board, may potentially threaten the existence of the Company.

As part of this framework, the Company conducts periodic risk assessments and implements appropriate risk minimization procedures. These are regularly reviewed by the Board to ensure their effectiveness. Control systems are also instituted across business processes to mitigate identified risks.

The Board exercises oversight of the risk management framework and reviews the Risk Management Policy at regular intervals. In the opinion of the Board, no element of risk has been identified during the year under review which may threaten the existence of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year ended 31st March, 2025, in terms of the provisions of Chapter V of the Companies Act, 2013. Accordingly, the information required under the said provisions is Nil. Further, there has been no non-compliance with the requirements of Chapter V of the Act during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUSAND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are communicated to the Independent Directors from time to time and are available on the website of the company at https://emmforce.com/wp-content/uploads/2023/11/Familization- Programmes.pdf.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at: www.emmforce.com. The weblink for the same is https://emmforce.com/wp-

content/uploads/2025/08/MGT-7 AB5902113-1 .pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans
Name of Entity/Person	Amount	Purpose
1 Emmforce Mobility Solution Private Limited	Not more than 20 cr	For meeting the working capital requirements of the subsidiary.
Details of Guarantees
Name of Entity/Person	Amount	Purpose
1 Emmforce Mobility Solution Private Limited	10,00,00,000	Guarantee given to secure the loan facilities extended to subsidiary company.
Details of Investments
Name of Entity/Person	Amount in Rs.)	Purpose
1. Emmforce Mobility Solution Private Limited	3,20,00,000	Acquisition of shares of the subsidiary

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were at arms length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required Members approval.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. The detail of related party transactions is attached as Annexure-7 in AOC-2.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF THE ACT:-

The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year under review in the form of CSR Policy is available on the website of the Company at www.emmforce.com. The weblink for the same is https://emmforce.com/wp- content/uploads/2025/08/CSR-Policy.pdfDuring the year 2024-25, the Company has undertaken various Corporate Social Responsibility initiatives in accordance with the CSR Policy of the Company and Schedule VII to the Companies Act, 2013. The annual report on CSR is attached as Annexure 8 of the report.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of and also in terms of Regulation 4 (2) (d) and Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the Companies Act, 2013, your Directors confirm that:-

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

(b) 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 profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONSHIPS

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING REGULATIONS

The equity shares of the company are listed on the SME Platform of BSE Limited (BSE). The Company has also formulated the Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable being listed on SME Platform.

The company is regular in paying the listing fee.

INSIDER TRADING

The Board of Directors has adopted The Code of Conduct for Prevention of Insider Trading in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation.

DEMATERIALIZATION OF SHARES

The Companys Equity Shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been

facilitated through arrangement with NSDL and CDSL. The entire shareholding of the company is in dematerialized form. M/s MUFG Intime India Pvt. Ltd, is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

The details of dues towards Micro, small and medium enterprises is nil.

ONE TIME SETTLEMENTS

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

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

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Bankers, Statutory Authorities and Employees of the company for their continued support & co-operation.

Date: 06.08.2025
Place: Panchkula	For and on behalf of the Board of Directors
	Emmforce Autotech Limited
	Ashok Mehta
	Chairman cum Managing Director
	DIN : 00058188