Automotive Stampings & Assemblies Ltd

Dear Members,

Your Directors take pleasure in presenting the Thirty-Fourth (34th) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31,2024. The Management Discussion and Analysis forms part of this Report.

(All figures in Rs Lakhs, unless stated otherwise)

DIVIDEND

Considering current fund requirements of the Company, the Board of Directors of the Company has not recommended any dividend.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board of Directors of the Company had formulated a Dividend Distribution Policy ('the Policy'). The Policy is available on the website of the Company at: https://autostampings.com/wp-content/uploads/2022/04/dividend-distribution-policv.pdf.

TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013

Your Company has not transferred any amount to General Reserve Account under the Companies Act, 2013.

SHARE CAPITAL

The Paid-Up Equity Share Capital as on March 31, 2024 was ' 1,586.44 Lakhs comprising 15,864,397 Equity Shares of ' 10/- each. During FY 2023-24, your Company has neither issued any shares with differential voting rights nor has granted any Stock Options or Sweat equity. As on March 31, 2024, none of the Directors or the Key Managerial Personnel of the Company holds any equity shares of the Company or instruments convertible into equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS Global Economy

The baseline projection indicates that the World Economy will sustain a Growth Rate of 3.2 % throughout 2024 and 2025, mirroring the pace observed in 2023. Advanced economies are expected to experience a slight uptick in growth, with projections rising from 1.6 % in 2023 to 1.7 % in 2024 and further to 1.8 % in 2025. However, this modest acceleration will be counterbalanced by a minor deceleration in emerging market and developing economies, with growth rates expected to dip from 4.3 % in 2023 to 4.2 % in both 2024 and 2025.

In terms of Global Inflation, a steady decline is anticipated, starting from 6.8% in 2023 and decreasing to 5.9 % in 2024, followed by a further drop to 4.5 % in 2025. Advanced economies are projected to reach their inflation targets earlier compared to emerging market and developing economies. Core inflation is generally expected to exhibit a more gradual decline across the forecast period.

Indian Economy

According to the second advance estimate of national accounts by the Ministry of Statistics and Programme Implementation released on 29th February 2024, India's full-year GDP growth rate for FY 2023-24 was estimated at 7.6% .

According to forecasts from the International Monetary Fund (IMF), India is projected to ascend to the position of the fourth-largest economy globally by 2025, advancing further to third place by 2027. The Gross Domestic Product (GDP) of India is anticipated to register a growth rate of 6.5 % in the Fiscal Year 2024-25. Notably, the Indian automotive industry is poised for robust expansion during the same period, as indicated by insights from the Economic Survey of 2023-24.

Furthermore, the Consumer Price Index (CPI) inflation for the fiscal year 2024-25 is estimated to stand at 4.5%, as outlined in a press release from the Reserve Bank of India dated February 22, 2024.

INDUSTRY STRUCTURE AND DEVELOPMENTS

As the Auto Industry registered a growth of 9.6 %. The Passenger Vehicle Segment, which includes Passenger Cars, Vans and Utility Vehicles, registered a growth of 6.9 %. Within this segment, while the Utility Vehicle Market grew at 22.8% the Van segment recorded a growth of 3.1%, and the Passenger Car Segment decreased by 9.4 %. The Commercial Vehicle Segment also registered a growth of 3%. Within the CV segment, the M&HCV segment registered a growth of 3.5% and LCV Segment registered a growth of 2.7%. The Two-wheeler segment registered a moderate growth of 10.3% and Three- wheeler segments registered a growth of 16 %.

The chart given below shows the production of various categories of vehicles during Fiscal Year 2023-24 vis-avis FY2022-23.

OPERATIONS

The Company manufactures Sheet Metal Components, Welded Assemblies, Battery Trays Assemblies, Aluminium Cooling Tubes and Heavy Fabricated Parts specifically designed for use in Passenger and Commercial Vehicles segment, 2/3 Wheelers Segment, off-road segment. The Company has established expertise in development of Dies required for producing these products. It caters to Global Automotive Players, Tata Motors Limited, across their Passenger Vehicle, Commercial Vehicle, and Electric Mobility divisions/subsidiary companies , FIAT India Automobiles Private Limited, Ashok Leyland Limited, Piaggio Vehicles Private Limited, Tata Hitachi Construction Machinery Company Limited and JCB Heavy Products Limited. In addition, we cater supplies to Tata Autocomp Systems Limited, Tata Autocomp Gotion Green Energy Solutions Private Limited and Tata Autocomp Hendrickson Suspensions Private Limited. Through our ongoing commitment to quality and service, we look forward to maintaining these working relationships, and forging new partnerships in the future.

The Company currently operates 5 (Five) manufacturing facilities located at Chakan 1, Chakan 2, Pune (Maharashtra), Pantnagar (Uttarakhand), Sanand (Gujarat) and Jamshedpur (Jharkhand).

During the period under review, the Company successfully commenced operations at Two new Plants situated in Sanand (Gujarat) and Jamshedpur (Jharkhand).

Throughout the fiscal year, the Indian automotive original equipment manufacturers (OEMs), including the prominent anchor customer Tata Motors Limited, exhibited growth across all segments. This favorable performance, coupled with the introduction of new products such as battery trays and cooling tubes in FY 2022-23, facilitated 6.3% increase in the company's revenue compared to the Previous Year.

OPPORTUNITIES:

a) Growth in Automotive Demand:

The following factors will contribute to growth in automotive demand, including introduction of new models by the Automotive OEMs.

The existing Geo-Political situation continues to impact the market, however the Auto Component Industry showed high resilience. There was strong demand (volumes) from OEMs. Some part of the Commercial Vehicle Segment saw slowdown in the latter half of the year. We expect the market to shift to "Green Technology Vehicles" and expect increase in volumes in our EV Businesses.

Considering the focus of the Government on infrastructure and growth in GDP, demand for Passenger and Commercial vehicles will be on rise.

Major factors driving the Automotive Industry positively are favourable Macroeconomic Factors like India's Growing Economy, Rising Middle Class Income, Investment in Infrastructure and Robust Replacement Demand. In addition, this growth can also be attributed to a strong business case to replace old vehicles with vehicles conforming to BS-VI Emission Standards and designed for revised axle loads.

b) Affiliation with Market Leader

The Company's Anchor Customers are Tata Motors Limited (CV Segment) and Tata Motors Passenger Vehicles Limited (TMPVL), Subsidiary Company of TML, a leading manufacturer of PVs in India. TMPVL has sold 5.74 Lakhs unit in Fiscal Year 2024 which indicates a growth of 6% over Fiscal 2023. Anchor customer has more than 65% market share in EVs.

Tata Motors Limited (CV Segment) sold 4.05 Lakhs units of commercial vehicles during Fiscal 2024 representing -ve growth of 4% over Fiscal 2023. Tata Motors Limited (CV Segment) continues to be market leader in Commercial Vehicle Segment with a market share of 38% in Fiscal Year 2024.

The Company is associated with Tata Motors Limited (CV Segment) and its Subsidiary Company TMPVL (PV Segment) in their growth journey as a reliable supplier.

c) Manufacturing Capability

During the previous year, the Company has started manufacturing of 'Battery Tray' and 'Aluminium Cooling Tube" as part of Government's "Atma Nirbhar Bharat" initiatives.

During the year under review, the Company has increased its manufacturing capacity for 'Battery Tray' and 'Aluminum Cooling Tube' to cater the increasing demand of EVs in the market.

The company has also increased its manufacturing capacity for heavy fabrication business in commercial vehicle segment.

Your company will continue to focus on EV businesses in coming years

RISKS AND CONCERNS:

a) Concentrated Customer Base

The Company derives majority of its revenue from TML (CV Segment) and TMVPL and is striving to increase the share of business with them in terms of volume and new products. The Company has intensified its focus to diversify its customer base by focusing on other automotive OEM's through new products and business development.

b) Rising Input Costs

The products manufactured by the Company consume mainly steel, where prices continue to fluctuate. While the Customer adjusts the price fluctuation, there is continuous pressure for reduction in conversion and other costs. Also, the minimum wages at Pune region has been inflated significantly in the current year. The Company has on going improvement initiatives, mainly conversion cost reduction, supply chain efficiency improvement and material yield improvement.

c) Skill Availability

The availability of trained manpower is a challenge particularly in the scenario of growing demand. Your Company focuses on recruitment and in-house skill development to address this Challenge. The Company has also undertaken the initiative to induct apprentices in large numbers and impart training to them for ensuring the required skill availability.

d) Supply Chain

With increased manufacturing footprints, Company is anticipating supply chain as a risk area and with continuous efforts, the Company has been able to establish the supplier base in the vicinity of manufacturing plants and taking all necessary measures to minimize the impact.

Your Company has systems in place to identify, assess, monitor and mitigate various risks. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed regularly at the Board Meetings.

2. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

KEY NOTES:

a) Sales have increased by ?.5,209.55 Lakhs over last year (approximately 6.3%). As explained above, the improved performance of Automotive industry and consequent higher off-take by our OEM customers along with start of supply of new products has contributed to the increase. This volume increase was partly off-set by reduction in steel prices during the year, which has resulted in back to back decrease in our sales prices.

b) The percentage of material consumption to sales has improved during this year, mainly due to prudent product mix (mainly new products) and cost saving measure

c) The percentage of employee cost to sales has lowered as compared to last year mainly due to increase in sales in FY 2023-24. Despite the minimum wages for Pune area gone up significantly, improvement is attributable to continuous focus on productivity and rationalization measures and introduction of new products with better price realisation.

d) The percentage of other expenses to sales has increased from previous year FY 2022-23 mainly due to additional subcontract cost for new products program cost inflation in consumable.

e) Finance cost has increased due to additional working capital for increased sales and also due to increase in rate of interest owing to increased interest rates, consequent to movement in Repo rate by RBI. The Company has also managed working capital requirements effectively.

f) The operating profit margin (EBITDA) has improved mainly due to product mix (mainly new products) and volume increase. Besides there had been a continued focus on various initiatives including cost optimization through operational efficiency, and rationalization of existing operations.

KEY FINANCIAL RATIOS

DETAILS OF SIGNIFICANT CHANGES

1. Debtors Turnover Ratio has lowered as compared with FY 2022-23 due to increased sales in last quarter and certain overdue at year end which was realized subsequently.

2. Interest Coverage Ratio has improved as the Earnings before Interest and tax during the year have increased as explained in the discussion on Financial Performance above,

3. Debt Equity Ratio improved during the year. Debt Equity Ratio continues to be negative, as the company has negative net worth which has decreased from ? 2,734.22 Lakhs as at March 31,2023 to ? 737.04 Lakhs as at March 31, 2024.

4. Operating Profit Margin (Profit before exceptional items and tax improvement owing to Prudent Sales Mix and Improved Operational Efficiencies in terms of Alternate Sourcing and Various Productivity Measures in Materials and Manufacturing Expenses.

5. Net Profit Margin improvement is attributable to reasons as explained above.

6. *As the Net Worth is negative, Return on Net Worth cannot be calculated hence, Return on Capital Employed is given at March 31, 2024 and March 31, 2023.

The Management continues to focus on new products, cost reduction initiatives, and operational efficiencies.

COMPANY'S OWN TECHNOLOGY / PROCESSES / SYSTEM IMPROVEMENT PLAN

The Company with the support of OEM's is exploring use of High Strength Steel for press component in order to provide light weight solution for the PV & EV segment. It has also embarked upon addition of Robotic welding capacity for the upcoming projects, which improves the product quality coupled with sustained drive to lower costs.

In growing EV segment, your Company will focus on light weighting of Battery Trays by introducing new materials and incidental and ancillary manufacturing processes.

SEGMENT-WISE PERFORMANCE

Your Company operates only in the Automobile Component Segment in the Domestic Market.

FUTURE OUTLOOK

The market has exhibited consecutive improvements over the past six quarters. The growth of the Auto Industry, which is predominantly influenced by infrastructure development and GDP growth, is anticipated to receive additional impetus from various Policy measures implemented by the Government.

For FY2025, the growth is anticipated to taper off to 5-7%, primarily due to an expected moderation in Domestic Volume Growth and a Subdued Outlook for Exports. However, the strategic initiatives taken by the Company in terms of new products and customer diversification would support growth. Further, increased supplies to new platforms resulting from vendor diversification initiatives by global Original Equipment Manufacturers (OEMs), enhanced value addition facilitated by heightened outsourcing by Global Tier-Is and OEMs, and potential aftermarket demand in overseas markets due to the aging of vehicles and increased sale of used vehicles, bode well for Indian auto component suppliers.

Over the Medium to Long Term, it is anticipated that opportunities in Electric Vehicles (EVs), Vehicle Premiumization, emphasis on indigenization and changes in regulatory norms will underpin steady growth for auto component suppliers, supported by higher content per vehicle.

Domestic OEM demand accounts for over 50% of sales for the Indian auto component industry, with expectations

for moderation in FY2025, particularly in the passenger and commercial vehicle segments.

The board anticipates a more fruitful year ahead, driven by increasing demand in the Passenger Electric Vehicle, Medium and Heavy Commercial Vehicle (M&HCV) Segments. The management is actively engaged in product development and customer acquisition under the guidance and leadership of the board members.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established the framework of Internal Financial Controls and Compliance systems. These are subject to audits conducted by the internal auditors and reputed Accounting and Auditing firm, which are reviewed by the Audit Committee regularly. Based on such reviews, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

RELATED PARTIES

Note No. 35 of the Financial Statements sets out the nature of transactions with Related Parties. Transactions with Related Parties are carried out in the Ordinary Course of Business and at Arm's Length. The details of the transactions are tabled before the Audit Committee. Further details on this are explained in the Notice convening Annual General Meeting. None of the transactions with related parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Hence, no particulars are being provided in Form AOC-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not mandatorily required to spend any amount in view of the losses pertaining to previous periods. Your Company has however been undertaking CSR initiatives voluntarily. CSR Committee constituted in terms of Section 135 of the Companies Act, 2013 monitors the CSR activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company: httpsV/www.autostampings. com/financials/ASAL-CSR-Policy.pdf.

The employees from all plants of the Company voluntarily contribute their time by extending support to Tree Plantation, Orphanages/old age Homes, Schools, etc., to provide some companionship and succor to children and aged people.

ENVIRONMENT, HEALTH AND SAFETY

The Company is dedicated to providing a Safe, Secure, and Healthy Workplace, as outlined in our Health, Safety, and Environment (HSE) policy, which forms an integral part of our overarching wellness strategy. A comprehensive approach to safety has been adopted, with the implementation of the "Total Safety Culture" concept across all Operational Plants.

Two plants, Chakan-I and Pantnagar, have achieved certification for EMS ISO 14001:2015 and ISO 45001:2018, as well as recognition from the National Safety Council (NSC). Throughout the reporting period, all plants have placed particular emphasis on Wellness and Safety Initiatives, such as Safety Week Celebrations, Annual Medical Check-Ups, Road Safety Traffic Management within Plant Premises, and Blood Donation Camps. Daily wellness programs are conducted by Dispensary Staff and Monthly Programs overseen by the Group Chief Medical Officer.

The Company is currently in the process of implementing the "Tata Safety Health Management System." Internal audits of Behavior-Based Safety Culture (BSC) for Health, Safety, and Environment are conducted quarterly at all plants, resulting in consistently high ratings. Additionally, safety training and awareness initiatives have been actively pursued throughout the year, with health check-ups and counselling sessions provided to employees by the Group Chief Medical Officer and other Competent Authorities.

Efforts to Strengthen Safety Protocols across all operations have been intensified, with regular Safety Drills and Audits conducted at all plants. Employees receive requisite safety training, and safety enforcement is rigorously monitored and same is effectively communicated to the employees and workers as well, through monthly Open Forum Meets

In order to reduce Carbon Footprint, Solar Power System has been installed at Chakan Plant and Pantnagar Plant. Other initiatives such as the reuse of Carton Boxes for packaging and Scrap Reduction are in place. Environmental, Social, and Governance (ESG) metrics are monitored monthly, with internal targets set for all parameters.

A Digital Reporting System, the "Near Miss App", facilitates the tracking of Near-Miss incidents, resulting not only in a reduction in reportable accidents but also in first aid injuries and non-reportable accidents. Safety Competitions, Presentations on Safety Improvements, Environment Mock Drills, and Environment Day Celebrations are conducted to foster a Safe and Healthy work environment.

The Board of Directors receives regular updates on health, safety, and environmental matters, ensuring oversight and accountability at the highest level.

QUALITY INITIATIVES

Two Plants (Chakan I and Pantnagar) of your Company are certified under IATF and ISO 140001. The Company is implementing best practices based on Tata Business Excellence Module (TBEM) to build excellence in Business Operations.

Your Company has also initiated Total Quality Management (TQM) journey to strengthen Daily Management, Policy Management and Total Employee Involvement. Many improvement projects were carried out and Company has participated in External Competitions as well in this regard. During the year under review Model Line Project, "KAYAKALP" and Gurukul Training Center project was implemented with the help of Anchor Customers to improve quality performance.

"Gurukul Training Center" at Chakan I plant is specifically designed to train the newly joined workers on Quality, Safety and Operation front before they are put on Job.

During the year under review, your company has implemented Information Security Management System standard and received certification ISMS ISO 27001:2022.

• APPOINTMENT OF DIRECTORS

Mr. Deepak Mahendra (DIN: 00213074), was appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors w.e.f. May 20, 2023. Appointment of Mr. Deepak Mahendra as Non-Executive Independent Director of the Company, not liable to retire by rotation was subsequently approved by the Members of the Company at 33rd Annual General Meeting held on August 14, 2023.

Board of Directors of the Company at its Meeting held August 01, 2023 has appointed Mr. Arvind Goel (DIN:02300813) Non-Executive - Non-Independent Director as Chairman of the Board of Directors w.e.f. August 01, 2023 and Mr. Goel shall preside as the Chairman unless and otherwise decided by the Board.

• RETIREMENT / RESIGNATION / CESSATION OF DIRECTORS

Mr. Amit Dey, (DIN: 09750551) Non-Executive - Non-Independent Director will retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year, Mr. Pradeep Bhargava (DIN: 00525234) retired from the Board as a Chairman and Independent Director w.e.f July 21, 2023 after completing his second term of Four (4) years. Mr. Bhargava was appointed on Board in the year 2013.

• KEY MANAGERIAL PERSONNEL

During the year under review following are changes with respect to Key Managerial Personnel of the companies:

1. Mr. Jitendraa Dikkshit, Manager designated as Chief Executive Officer of the Company resigned from his post w.e.f April 30, 2023, due to personal reasons.

2. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on March 17, 2023 subject to approval of the Members of the Company and Central Government, if any, had approved the appointment of Mr. Suhas Dode as Manager designated as Chief Executive Officer - (Key Managerial Personnel) of the Company for 5 (Five) years w.e.f. May 01,2023 to April 30, 2028.

Appointment of Mr. Suhas Dode, was subsequently approved by the Members of the Company at 33rd Annual General Meeting held on August 14, 2023.

3. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its meeting held on April 28, 2023, appointed Mr. Shrikant Joshi, as Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f. April 28, 2023.

During the period under review, there were no other changes in the Composition of Board of Directors and Key Managerial Personnel of the Company, except as disclosed above.

EVALUATION OF DIRECTORS, THE BOARD & ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out the Annual Performance Evaluation for FY 2023-24 of (a) its own performance; (b) the Directors individually; and (c) the working of its Committees viz. 'Audit Committee', 'Nomination and Remuneration Committee', 'Corporate Social Responsibility Committee', 'Stakeholders Relationship Committee', and the 'Risk Management Committee'. The details of evaluation process have been explained in the Corporate Governance Report.

REMUNERATION POLICY

The details of the Remuneration Policy as approved and adopted by Board are stated in the Corporate Governance Report.

POLICY W.R.T. QUALIFICATIONS, ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "Guidelines") which inter-alia cover the criteria for determining Qualifications, Attributes And Independence Of A Director. The details of the Policy are stated in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") that :

a. they meet the criteria of independence and fulfill the conditions specified in Section 149 (6) of the Companies Act, 2013 and of Listing Regulations and are independent of management.

b. they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence pursuant to Regulation 25 of the Listing Regulations.

c. they have complied with the requirement of inclusion of their name in the Data Bank maintained by Indian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate with Data Bank of Independent Directors.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, the total borrowings as at March 31,2024 stood at ? 4,599.25 Lakhs as compared to ? 4,600 Lakhs as at March 31, 2023. No other material changes and commitments occurred which might adversely affect the financial position of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees or Investments made by Company under Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013 during the year under review. No amount on account of Principal or Interest on Deposit from Public was outstanding as on March 31, 2024.

CORPORATE GOVERNANCE

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors including audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the corresponding Internal Financial Control were adequate and effective during the FY 2023-24.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their Knowledge and Ability, confirm that:

1. in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

2. Accounting Policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;

3. proper and sufficient care have been taken for the maintenance of Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing & detecting fraud and/ or other irregularities;

4. the Annual Accounts have been prepared on a going concern basis;

5. Internal Financial Controls have been laid down by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

6. proper systems have been devised to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure I to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is available on Company's website at www.autostampings.com.

PERSONNEL

At the end of March 31, 2024, your Company had 497 employees (excluding trainees and apprentices) as compared to 465 employees as on March 31, 2023.

Your Company accords high importance in building and sustaining healthy employee engagement with the aim of achieving competitive productivity and harmonious work environment. The industrial relations during the year remained peaceful. With a view to ensure prompt resolution of employee's grievances, various Committees have been set up under the capable Chairmanships which are guided by Functional Heads/ Department Heads e.g. Works Committee, Health, Safety and Environment Committee, Prevention of Sexual Harassment Committee (POSH) etc.

The functioning of these Committees are regularly reviewed by the Management and the Board is also updated regularly. Your Company has HR help desk to resolve grievances/day to day issues of employees within time bound manner. This results in maintaining transparent culture and help to increase satisfaction level of the employees. Considering the competitive market scenario, it has become essential to have substantial improvement in the productivity on the shop floor.

Your Company has been implementing Total Productive Maintenance (TPM), World Class Quality System (WCSQ), Kaizen and other various systems to improve overall performance of all plants.

Information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure II to this Report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given since there is no employee who received remuneration in excess of the limits prescribed therein.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Members interested in obtaining the same may write to the Company Secretary at e-mail - cs@autostampings.com. None of the employee listed in the said Annexure is related to any Director of the Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Awareness Programmes were conducted at various plants of the Company.

Your Company has not received any complaint of sexual harassment during the financial year 2023-24.

RISK MANAGEMENT

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Board's Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company did not have any subsidiaries, associates or joint ventures during the year under review. AUDITORS

1. STATUTORY AUDITORS

At the 32nd AGM held on June 09, 2022, pursuant to the provisions of the Act and the Rules made thereunder, B S R & Co. LLP, Chartered Accountants, Pune (Firm Registration no. 101248W/W-100022) were appointed as Statutory Auditors of the Company, to hold office for a period of 5 (Five) years from the conclusion of 32nd AGM held on June 09, 2022 till the conclusion of 37th AGM to be held in FY 2027-28.

The Statutory Auditors' Report for FY 2023-24 on the financial statement of the Company forms part of this Annual Report.

There are no Qualifications, Reservations or Adverse Remarks made by the Statutory Auditors in their Audit Reports on the financial statements for the year ended March 31, 2024. The Observations of the Statutory Auditors in their Reports are self-explanatory and therefore Directors don't have any further comments to offer on the same.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune for conducting Secretarial Audit of the Company for FY 2023-24.

The Report of the Secretarial Audit is annexed herewith as Annexure III to this Report. There are no Qualifications, Reservations or Adverse Remarks or Disclaimer in the said Report except as;

"During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned in the Report except the following:

1. Pursuant to Regulation 21 (3C) of SEBI LODR, the gap between two consecutive Risk Management Committee Meetings (RMC meeting) held on November 13, 2022 and August 01, 2023 exceeded 180 days. Subsequent RMC meetings of the Company were held on October 26, 2023 and January 25, 2024 which were in due compliance."

COMMENT OF THE BOARD:

The Company has duly constituted the Risk Management Committee. As explained in the report of the Secretarial Auditors, this anomaly has been noted and is duly corrected in subsequent RMC Meetings which were held on October 26, 2023 and January 25, 2024.

Pursuant to Listing Regulations read with SEBI circular No. LIST/COMP/14/2018 dated June 20, 2018, a Certificate from M/s. SVD & Associates, Practicing Company Secretaries, Pune, that none of the Directors on the Board of the Company have been Debarred or Disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such Statutory Authority is annexed to Corporate Governance Report as Annexure I.

3. COST AUDITOR

The Cost Audit under provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company. Hence the Company has not conducted the Cost Audit for the Financial Year 2023-24.

Maintenance of Cost Records has been specified by the Central Government under section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company, accordingly company has maintained Cost Records.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI') and that such systems were adequate and operating effectively.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its Officers or Employees, the details of which would need to be mentioned in the Board's Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review no such instance has occurred.

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.

During the year under review no such instance was occurred.

AWARDS AND RECOGNITION

During the year, your Company received the "Best Supplier award in Delivery Performance" from Tata Motors Limited (TML). Moreover, our active participation in esteemed competitions such as the "Quality Circle Competition" organized by the Automotive Component Manufacturers Association of India (ACMA), the Kaizen and Safety Competition facilitated by the Quality Circle Forum of India (QCFI), and the 15th CII National Level Poka-yoke Competition hosted by the Confederation of Indian Industry (CII) further highlights our dedication to continuous improvement and adherence to stringent Quality and Safety Standards. Endeavors of your company have been acknowledged with over fifty awards in said Competitions.

FORWARD LOOKING STATEMENTS

Certain statements describing the Company's Estimates, Projections, Expectations, Future Outlook, Industry Structure and Developments may be construed "Forward-Looking Statements" within the meaning of applicable Laws and Regulations. Actual results may differ materially from those either expressed or implied in this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Members. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company's Operations.