Autoriders International Ltd

Dear Members,

The Board of Directors are pleased to present the Thirty Ninth Annual Report on the business and operations of your Company along with the Audited financial statements for the financial year ended 31^st March, 2024. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts] Rules, 2014.

During the Financial Year 2023-24, the company registered revenue of Rs.8340.81 lacs and profit of Rs.944.18 Lakhs as against revenue of Rs.7055.71 lakhs and profit of Rs.675.65 lakhs during 2022-23 registering a growth of 18.21% in revenue and 1.75% in margin. Along the Travel and Tourism industry, Car rental business is poised for substantial growth in the coming years. From the perspective of sustainable growth, our company is focused on investing in upgrading fleet, technology upgrade in terms of software, online booking and digital payment, vehicle tracking and GPS navigation and many more technology innovations enhancing efficiency and convenience in services. Also with the introduction of Electric Vehicles which would help the company in reducing fuel and maintenance cost as well to be part of the changing trends in industry. Your company is open to introduce various business strategies, exploring new business models and partnerships for expanding the market reach and presence. With all these measures, company expects to expand the growth trajectory positively in the time to come

1. FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2024 is summarized below:

2. RESERVES

During the year under review, your Company has not transferred any amount to the General Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

During the year under review, the Company recorded revenue of Rs. 8340.81 lacs as against last year revenue of Rs.7055.72 lacs. The profit before tax stood at Rs. 1108.97 lacs against profit before tax of Rs.1051.01 lacs previous year.

4. SHARE CAPITAL

During the year under review, there was no change in the share capital structure of the Company. The paid-up capital as on 31^st March 2024 was Rs. 49,01,400.

5. DIVIDEND

During the year under review, the company declared and paid interim dividend of Rs

0.50 per share to the shareholders of the company and resulted in cash outflow of Rs.2.45 Lakhs.

6. CURRENT STATUS

The financial position of the Company in the financial year 2023-24 is satisfactory. The Company expects to achieve better performance during the F.Y. 2024-25.

7. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of business of the Company during the year and there is no revision in Board's Report and whatever submitted herewith is the final report.

8. REPORT DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES AND STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF ASSOCIATE COMPANY

Company is not having any subsidiary, joint venture, associate Company and hence the statement containing the salient feature of the financial statement of a company's subsidiary, joint venture, associate company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 is not applicable.

9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

10. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

11. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

12. CORPORATE GOVERNANCE

Corporate Governance deals with ethical conduct, integrity and accountability. Corporate Governance essentially involves balancing the interest of all the stakeholders of the Company.

Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015, the Compliance related to the Corporate Governance is applicable to the company from the mid of the year. The Corporate Governance report is attached as ANNEXURE G. Certificate from the Auditors of the Company, M/s. Naveen Karn, practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 is presented in a separate section forming part of the Annual Report.

13. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Your Board currently comprises of 5 Directors including 3 Non Executive Directors and 2 Executive Director.

During the year company has appointed Mr. Prankil Amil as an Non-Executive Independent Director of the Company on Board meeting held on 14.8.2023.

Mrs. Maneka V Mulchandani, (DIN NO: 00491027] Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers herself for re-appointment.

(ii) Key Managerial Personnel

Following are Key Managerial Personnel of the Company during the financial year 202324:

Note: Mrs. Agrima Shah was appointed on the place of Ms. Sweety Dhumal as a Company Secretary cum Compliance officer on 7th March, 2024 and Ms. Sweety Dhumal was resigned from the post of Company Secretary Cum Compliance officer on 28th December, 2023.

(iii) Statement on Declaration by an Independent Director(s)

The Company has complied with the provisions of section 149(6] of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7] of the Companies Act, 2013.

(iv) Annual Evaluation of Board

Pursuant to provision of the Companies Act, 2013 and Statement on Annual Evaluation of the Company, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

15. NUMBER OF BOARD MEETINGS

During the Financial year, total 8 (Eight] meetings of the Board of Directors were held on following dates:

16. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:-

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

b. the Directors have selected such accounting policies and applied 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 as at 31^st March, 2024 and of the loss of the Company for the year ended on that date;

c. the Directors have 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 have 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 and the Company conduct internal Financial Control during the year.

f. Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is available on www.autoriders.com website of the Company.

(a) Brief description of Terms of Reference:

Apart from determining the Company's Policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment and to fix the remuneration payable to executive directors, the terms of reference is as per the provisions of section 178 of the Companies Act, 2013 and rules framed there under.

(b) Composition, Name of Members and Chairman as on 31.03.2024:

Nomination and Remuneration Committee comprises of:

1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)

2. Mr. Anil Kulkarni- Independent Director

3. Mr. Pranav Salil Kapur- Non-executive director

(c) Composition, Name of Members and Chairman:

The Nomination and Remuneration Committee met four (4) time during the year. The details of the same are as follows:

On 14.11.2023 the committee was reconstituted and Mr. Pranav Salil Kapur was appointed as a member of the committee and Mr Chintan Amrish Patel resigned from the committee as member

(d) Remuneration Policy:

The Nomination and Remuneration Policy for Working Directors is reviewed periodically to ensure that the same is in line with the peer companies. The payment of remuneration is duly approved by the Remuneration Committee, the Board of Directors and the Shareholders.

18. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The details of the Committee and its terms of reference are as follows:

a) Brief description of terms of reference:

The terms of reference of the Audit Committee are pursuant to section 177 of the Companies Act, 2013. In addition, the Audit Committee reviews the Accounting Policies, interacts with the Statutory Auditor and Internal Auditor and discusses the Audit program with them. The committee acts as a link between the Management, Auditors and Board of Directors of the Company and has full access to financial information.

Recommendations of the Audit Committee, if any, are considered and implemented by the Board from time to time

b) Composition, Name of Members and Chairman as on 31.03.2024:

Audit Committee comprises of:

1. Mr. Vinay Rane- Independent Director (Chairman of the Committee]

2. Mr. Anil Kulkarni- Independent Director

3. Mr. Pranav Salil Kapur- Non executive director

c) Meetings and Attendance during the year:

The Audit Committee met Five (5] times during the year. The details of the same are as follows:

On 14.11.2023, the committee was reconstituted and Mr Pranav Salil Kapur was appointed as a member of the committee and Mr Chintan Amrish Patel resigned from the committee as a member.

The minutes of the audit committee meetings were noted at the subsequent Board meetings.

The Company Secretary is the secretary to the committee.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

a) Composition, Name of Members and Chairman as on 31.03.2024:

Stakeholders Relationship Committee comprises of:

1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)

2. Mr. Anil Kulkarni- Independent Director

3. Mrs. Maneka Vijay Mulchandani - Director

b) Meetings and Attendance during the year:

The Stakeholders Relationship Committee met Three (3) times during the year. The details of the same are as follows:

The minutes of the Stakeholders Relationship committee meetings were noted at the board meetings.

The Company Secretary is the secretary to the committee.

20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior.

The Board of Directors of the Company have, pursuant to the provisions of Section 177(9] of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers] Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

During the Financial year 2023-24, no complaint of Harassment had been received from any of the employee of the Company.

21. INSURANCE AND RISK MANAGEMENT POLICY:

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

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

The information as per Section 134(3] (m) of the Companies Act, 2013 read with the Companies (Account] Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo is as follows:

A. CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy:

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

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company is using the electricity as main source of its energy requirement. The Company is not having/exploring any alternate source of energy.

(iii) The capital investment on energy conservation equipments:

For the year under review, there was no investment in energy conservation equipment.

B. TECHNOLOGY ABSORPTION:

i) The efforts made towards technology absorption: No efforts were taken.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company has not absorbed/made any new technology during the year.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

No technology was imported during the three years preceding to the year under report.

iv) The expenditure incurred on Research and Development: Nil.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

23. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

24. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT-9 for the financial year ended 31^st March, 2024 made under the provisions of Section 92(3] of the Act is annexed as ANNEXURE- A which forms part of this Report. You may also find extract of the Annual Return in form MGT-9 on the Company's website i.e. www.autoriders.com.

25. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of section 135 of the Companies Act, 2013, provision related to spending amount towards CSR activity is applicable to the Company during the financial year ended 31^st March ,2024, However, The Company has been carrying out various Corporate Social Responsibility (CSR] activities in the areas of education. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy] Rules, 2014.

The Annual Report on CSR Activities undertaken by the Company is annexed herewith as ANNEXURE- F. The CSR Policy is available on Company's website http://www.autoridersrentacar.com/investors.html

26. AUDITORS

(i) STATUTORY AUDITOR

The Statutory Auditor tendered his resignation from continuing as a Statutory Auditor of the Company, as M/S KPD & Co. Chartered Accountant (The said resignation is effective from 14^th October, 2023

T o fill the casual Vacancy caused with the resignation of M/S KPD & Co, f M/s Vandana V Dodhia & Co., Chartered Accountant (FRN No. 117812W] was appointed as the Statutory Auditor of the Company in Extra-Ordinary General Meeting of the company held at November 09, 2023

AUDIT REPORT

The Statutory Auditors have not made any qualification in their Report dated 30^th May,2024 for the financial year ended 31^st March 2024, However, they have observations on some matters in their report to the Board of Directors of the Company which are annexed as ANNEXURE-C

(ii) SECRETARIAL AUDITOR

The Board has appointed Mr. Naveen Karn, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE- B.

AUDIT REPORT

The Secretarial Auditors have not made any qualification in their Report dated 30 ^th May,2024 for the financial year ended 31^st March 2024, However, they have observations on some matters in their report to the Board of Directors of the Company which are annexed as ANNEXURE-C

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit] Rules, 2014.

27. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be sending Annual Report through electronic mode i.e. email to all the shareholders who have registered their email addresses with the Company.

28. SECRETARIAL STANDARDS

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

29. HUMAN RESOURCES

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

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year.

31. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company is having Mr. Anil Kulkarni, and Mr. Pankil Balendrabhai Amin on Board as an Independent Director. Both the Independent Directors are having expertise in the field of Vehicle acquisition, prompt registration of vehicle acquired, advising over various insurance cover of vehicles as well as for passengers and other related things associated with the Business. Independent Directors contributes towards obtaining various business opportunities, combating the Risks arising in achieving business objective of the company and to lessen the losses in every possible way.

Mr. Pankil Amin have cleared self-proficiency test in the month of November, 2021with 78% score and October, 2021 with respectively.

And Me. Anil Kulkarni Cleared Self-proficiency test in the month of September,2022 and December,2022 with respectively.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, the company could not carry out Internal Financial Controls review due to lock down situations prevailing during the year.

34. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT OF 2013

The Company has not granted any loans, not given any guarantees and not made any investment during the financial year 2023-24.

35. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year under review the company had entered into transactions with the Directors, Relatives of KMP and with the entity in which the Directors are common. Details of the said transactions are disclosed in Note No. 35 i.e. Related Party Disclosures in notes to accounts.

Pursuant to provision of section 188 of the Companies Act, 2013 and the rules made thereunder all the transactions entered into by the Company during the Financial year 2023-24 with the related parties are entered in ordinary course of business and are at arm's length basis and not material in nature. Hence, the disclosure under Form No. AOC- 2 is not applicable to the Company.

36. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

There were no employees of the Company drawing remuneration of Rs. 1.02 crore per annum or more or Rs.8.5 lacs per month or more during the year under review. The details pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as ANNEXURE- D.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment and has constituted an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review. The report of the same has been submitted to The District Officer and Deputy Collector, Office of Collector, Mumbai Suburban District.

38. GENERAL DISCLOSURES

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

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

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

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

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3] of the Act read with Rule 16(4] of Companies (Share Capital and Debentures] Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or T ribunal which can have an impact on the going concern status and the Company's operations in future.

6. No frauds were reported by auditors under sub-section (12] of section 143.

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

8. The 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- Not Applicable during the Financial Year.

35. ACKNOWLEDGEMENT

Your Director's wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Director's also wish to place on record their appreciation for the committed services of all the Employees of the Company.