Dear Members,

The Board of Directors are pleased to present Thirty Sixth Annual Report along with the audited financial statements for the financial year ended March 31, 2024.

The financial performance of the Company on standalone basis for the year ended March 31, 2024 is summarized below:

( in lacs except per share data)

During the financial year 2023-24, the performance of the company has improved and the Company could successfully achieved the positive year-end results. The highlights of the standalone financial statements for the year are as under:

• The Company sold 26,039 vehicles in FY 2023-24 in compare to 25,549 in previous year. Thus, sale of the Company increased by 1.92%.

• The Company has achieved total revenue from operations of 48,040 Lacs in FY 2023-24 in compare to 47,470 Lacs in FY 2022-23. Thus it is increased by 1.20%.

• Export revenue of the Company decreased to 3,691 Lacs in compare to 4,098 Lacs in previous year.

• Profit before depreciation, interest and tax reached to 3,472 Lacs against 2,591 Lacs in previous year.

• Profit before taxes almost tripled from 598 Lacs in previous year to 1,783 Lacs in FY 2023-24.

• Net Profit after tax reached to 1,347 Lacs compare to 440 Lacs previous year.

The highlights of consolidated results with performance of associate and subsidiary companies are described in this report separately.

Considering the future need of the fund for business operations of the Company, the Board of Directors of the Company does not declare dividend for the year ended March 31, 2024.

Upon receipt of necessary approvals of the members of the Company and stock exchanges, the Company has made a preferential issue of warrants of 115 Crore; Out of which 57.50 Crore has been received in FY 2022-23 and 57.50 Crore received in FY 2023-24. The Securities Allotment Committee of the Board of Directors of the Company at its meeting held on June 26, 2023 and on September 15, 2023 allotted 21,71,717 and 17,00,336 fully paid equity shares respectively upon conversion of equivalent Warrants to Shri Jayantibhai J Chandra, M/s. Khushbu Auto Private Limited and Shri Vijay K Kedia (collectively called the "Allottees"), the said issue and allotment was completed within a period of eighteen months from the date of allotment of the said warrants in compliance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. During the year under review, the paid up share capital increased from 11,93,96,135/- divided into 2,38,79,227 equity shares of 5/- each to 13,87,56,400/- divided into 2,77,51,280 equity shares of 5/- each.

The equity shares allotted upon conversion of the warrants, shall rank pari passu in all respects with the existing equity shares of the Company.

As on March 31, 2024, the company's authorised share capital was 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 3,00,00,000 (Three Crore only) equity shares of 5/- (Rupees Five only) each. During the year under review, there is no change in authorized share Capital.

There is no change in share capital of the Company during the year except mention above.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and its subsidiary companies, as approved by the respective Board of Directors. InaccordancewithSection136oftheAct,thefinancialstatements, including consolidated financial statements, auditor's report and every other document required by law to be annexed or attached to the financial statements are available for inspection at Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including consolidated financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company at https://atulauto.co.in/subsidiaries-reports.aspx

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the consolidated financial statements. During the year under review, there are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies. The Company does not have any Associate Company or Joint Venture. The performance of subsidiary companies during financial year 2023-24 are as under:

Khushbu Auto Finance Limited ("KAFL") a Non-Banking Finance Company categorized as Investment and Credit Company (NBFC-ICC), earlier Asset Finance Company (AFC) is wholly owned subsidiary of the Company. KAFL is primarily in the business of financing of three-wheelers of Atul Auto Limited and two-wheelers of various brands. KAFL provides the finance to the customers of Atul Auto Limited in the regions where other financers are not available.

FY 23-24 has been a turning point year for WOS Khushbu Auto Finance Limited. Its earnings from financing activities grew by 9.89% whereas it showed more than 100% increase in its other operating revenues. Net bottom line reflected a negative increase as compared to FY 22-23 with major reason being heavy provisions on stressed and delinquent assets.

It has crossed the mark of 200 Crore AUM in FY 23-24 making their presence felt stronger and wider in market with an all-time high disbursement of 120 Crore. With a 40% increase in market share of Khushbu Auto financed vehicles, share of KAFL in total sales of AAL vehicles comes to 46.51% during FY 23-24 at KAFL locations.

The subsidiary steps into the new financial year with fitter portfolio as now it foresees an end to COVID affected portfolio soon. As per explanation provided under the Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015, the term "material subsidiary" shall mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. KAFL, wholly owned subsidiary of the Company is to be considered as unlisted material subsidiary for FY 2023-24 since net-worth of KAFL is more than 20% of net-worth of the Company as on March 31, 2023.

Smt. Aarti J Juneja (DIN: 06872059), Independent Director of the Company is Director of KAFL in compliance with regulation 24 of the SEBI Listing Regulations.

Atul Green Automotive Private Limited is wholly owned subsidiary of the Company. It is in the business of sales of spare parts of Atul vehicles to certain international markets.

The Investment in share capital of Atul Green Automotive Private Limited was 45 Lacs as on March 31, 2024. It does not have any operating revenue during the year.

Atul Greentech Private Limited ("AGPL"), incorporated in the year 2020 is in the business of electric three wheelers as well as electric vehicle spares and parts including battery packs, battery management system, battery charger etc. for the purpose of L5 Category electric vehicles of Atul Auto Limited and various other applications and electric motor vehicles.

At the end of financial year 2023-24, the investment in share capital of AGPL was 30 Crore. AGPL has raised total 32.50 Crore in FY 2023-24 through right issue and private placement of equity shares. In the month of February 2024, AGPL has raised 25 Crore by way of allotment of 3,28,947 equity shares of 10/- each at a price of 760/- each on right to its existing shareholders. Further in the month of March, 2024, AGPL has raised 7.50 Crore by way of allotment of 98,686 equity shares of 10/- each at a price of 760/- each private placement basis to NAV Capital VCC - NAV Capital Emerging Star Fund, Singapore and to Shri Mahendra J. Patel Family, the Promoters group of Atul Auto Limited. Atul Greentech's total valuation of outstanding equity shares of AGPL post-issue comes around

982.50 Crore at recently valued price and the Company holds 79.39% stake in AGPL.

During the FY 2023-24, AGPL has ramped up its sales and recorded revenue of 1461 Lacs compared to 80 Lacs in previous year, and reported post tax loss of 956 Lacs as against

437 Lacs during previous year, the Company is taking all necessary steps for minimizing loss and seizing global and domestic market requirements.

Recently AGPL has entered in strategic collaboration with Jio Things Limited for bringing together combined expertise in cutting-edge automotive technologies, innovation and digital transformation in the 3-Wheeler domain. This association will focus on several key areas:_ u Digital connectivity solutions for international markets_ u Advanced EV charging infrastructure_

u Integration of Jio smart digital apps for a unique customer experience_ u Telematics hardware and platform services for real-time data analytics and monitoring.

AGPL has been expanding its presence and sales globally in the countries like Belgium, France, Italy, South Africa, Philippines and expecting to cover South America, European and African Countries in coming years.

AGPL jointly with Honda Power Pack Energy India & Valeo have formed a strategic partnership to launch battery-swapping technology and infrastructure for electric vehicles (EVs). This collaboration aims to enhance the efficiency and convenience of EV operations by providing easily swappable batteries and it will reduce downtime for re-charging batteries

The Company has also incorporated Atulease Private Limited in June- 2024 with 80% equity stake in it for the purpose of operational leasing of three wheeler and other vehicles. Atulease is planning to commence its business in near future.

Particulars of the loans given, investment made or guarantee given pursuant to section 186 of the Companies Act, 2013 and the purpose for which the loan or guarantee or investment is proposed to be utilized by the recipient of the loan or guarantee are provided in Note No. 46 to the Standalone Financial Statements. These loan, guarantee and investments are in compliance with section 186 of the Companies Act, 2013.

During the year company has provided additional guarantee of INR 3,900 Lacs of which INR 2,000 Lacs on behalf of Khushbu Auto Finance Ltd & INR 1,900 Lacs on behalf of Atul Greentech Pvt. Ltd.

The Company has cash and cash equivalents of 1078 Lacs as on March 31, 2024. Moreover, the Company has sanctioned working capital facilities 3000 Lacs from IDBI Bank, 750 Lacs from ICICI Bank and pre/post shipment credit facilities of USD 3.50 Million or equivalent INR from Export Import Bank of India as on March 31, 2024 to meet the liquidity requirement.

During the FY 2023-24, the Company has re-paid an outstanding term loan of 32.14 Crore taken from EXIM Bank for financing the green field project at Bhayla, Dist. Ahmedabad. After this, the Company has been enjoying debt-free status.

During the Financial year 2023-24, based on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 20, 2023 Changed the Designation of Shri Neeraj J Chandra (DIN: 00065159) from Whole-time Director to Managing Director with effect from June 01, 2023 and also Changed the Designation of Shri Jayantibhai J Chandra (DIN: 00057722) form Chairman and Managing Director to Chairman and Whole-time Director with effect from June 01, 2023.

Shri Vijay Kumar Goel, Independent Director (DIN: 05014980) of the Company has resigned from the Board on June 02, 2023 due to personal commitments. It is also confirmed that there are no other material reasons other than those provided. The resultant vacancy has been filed by the Board and Shareholders has approved the appointment of Shri Gurudeo M Yadwadkar as Independent Director (DIN: 01432796) with effect from August 11, 2023 at thirty fifth Annual General Meeting held on September 30, 2023.

With recommendation of Nomination and Remuneration Committee, the Board has appointed Shri Ramesh Chandra Maheshwari (DIN: 09343538) and Smt. Honey Sethi (DIN: 10721537) as Additional Independent Directors and also approved regularization of office of Shri Ramesh Chandra Maheshwari (DIN: 09343538) and Smt. Honey Sethi (DIN: 10721537) as Independent Directors in ensuing AGM for approval of shareholders with effect from August 11, 2024. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing their candidature for the office of Independent Director. Their brief profiles are annexed to the notice of AGM.

Shri Vijay Kedia is liable to retire by rotation at the ensuing AGM in compliance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible has offered himself for reappointment. The Independent Directors of Company are not liable to retire by rotation as per provisions of section 149(13) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1)(b) of the Listing Regulations (including any statutory modification(s) or re- enactment(s) for the time being in force). The Board is of the opinion that Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA). Smt. Aarti Juneja, Shri Mohan Jit Walia, Dr. Jaichander Swaminathan, Shri Ramesh Chandra Maheshwari and Smt. Honey Sethi have cleared the test. Gurudeo Madhukar Yadwadkar is exempted for passing the test pursuant to third proviso of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Shri Jayantibhai J Chandra has tendered his resignation from the post of Chairman and Whole-time Director of the Company with effect from closing hours on May 16, 2024 due to his unforeseen medical circumstances and restricted body functions. The Board of Directors expressed their deep sense of appreciation and gratitude to Shri Jayantibhai J Chandra, Chairman and Whole-time Director of the Company for his immense contribution in various capacities.

The details of policy on Directors' Appointment, its remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under subsection (3) of section 178; and performance evaluation has been described in detail in the report on Corporate Governance of the Company which forms and integral part of the report.

There was no change in the Key Managerial Personnel during the year except mentioned above.

The Board met five times during financial year 2023-24, the details of which are provided in the Corporate Governance Report. The gap between any two meetings was within the period prescribed by the Act and the SEBI Listing Regulations.

The Board of Directors has the following Committees as on March 31, 2024: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders' Relationship Committee d. Risk Management Committee e. Securities Allotment Committee The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole. In terms of the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, an annual performance evaluation is undertaken. The details of the evaluation process, parameters etc. are set out in the Corporate Governance Report which forms a part of this Annual Report.

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors, based on the information and representations received from the Board of Directors confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures from the same; b) they have 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 March 31, 2024 and of the Profit of the company for that period; c) they have taken proper and sufficient care to the best of their knowledge and ability 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) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2024; and f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively throughout the financial year ended March 31, 2024.

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, outlook, operational performance and state of affairs of your Company.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Auditors on its compliance forms an integral part of this report.

M/s. Maharishi & Co., Chartered Accountants (ICAI Firm Registration No. 124872W) ("Existing Auditors") were appointed as statutory auditors of the Company at Thirty Fourth AGM to hold office upto thirty ninth AGM of the Company to audit the financial statement from FY 2022-23 to FY 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The peer review certificate of M/s. Maharishi & Co. is valid upto May 31, 2025.

The Auditors' Reports for the financial year ended March 31, 2024 on the financial statements (Standalone and consolidated) of the Company is a part of Annual Report. The auditors' report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company at its Meeting held on January 31, 2024 has appointed CS Hardik Hudda (ICSI Membership No.: A39621, CP No.:14697), Proprietor of M/s. Hardik Hudda & Associates in whole time practice having valid peer review certificate No.1805/2022 to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in Annexure [A] to this report. The Secretarial Audit Report for the year does not contain any qualification, reservation or adverse remark.

Further, In accordance with the provision of Regulation 24A of the Listing Regulations, Secretarial Audit of its material unlisted Indian subsidiary Khushbu Auto Finance Limited the Secretarial Audit Report for the financial year ended March 31, 2024 of Material Unlisted Subsidiary of the Company is set out in Annexure [B] to this Report.

The Company is not required to get its cost records audited for the financial year 2023-24.

KPMG Assurance and Consulting Services LLP, Chartered Accountants were the Internal Auditors of the Company for the FY2023-24. They have not given any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or Central Government under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

All transactions entered with related parties for the financial year 2023-24 were on arm's length basis and in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 and the Rules made thereunder, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is set out in Annexure [C]. Further, there is no material transaction with any related party during the year under review. The Company complies with the policy on related party transactions while identification and monitoring it. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. All related party transactions are placed before the Audit Committee as also to the Board for review and approval. Omnibus approval of the Audit Committee was obtained for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are reviewed by Audit Committee and a statement giving details of all related party transactions are placed before the Audit Committee and the Board for review on a quarterly basis. The Company has made necessary modifications to the said policy in line with the amendments introduced by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note No. 42 to the Standalone Financial Statements of the Company.

The Companies (Management and Administration) Amendment Rules, 2020 has done away the requirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://atulauto. co.in/subsidiaries-reports.aspx

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

As per the provisions of Section 136(1) of the Act and Rule 5 of the Rules, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure [D].

The Company has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. Following this principle, the Company had laid the foundation of a comprehensive approach towards promoting and facilitating various aspects of our surrounding communities. The Report on CSR activities which is reviewed by the Board at its meeting held on May 17, 2024 as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure [E] and forms an integral part of this Report.

With notification of the Companies (Amendment) Act, 2020, the requirement of having CSR Committee waived off where the amount to be spent for CSR does not exceed fifty lacs rupees and the functions of such Committee provided under section 135 can be discharged by the Board of Directors of such company and accordingly, the Board of directors at its meeting held on May 27, 2022 dissolved the CSR Committee with immediate effect. The liability for CSR for FY 2023-24 for the Company was Nil. The roles and responsibilities of CSR Committee will now be taken by Board of Directors. The details of the CSR initiatives as per the CSR Policy of the Company forms part of the CSR Section in this Annual Report.

The Board has approved a policy for Corporate Social Responsibility and same has been uploaded on the website at https://atulauto.co.in/corporate-governance-reports.aspx

The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the Internal Rules/ Code of Conduct of the Company. The details of the same have been described in more depth in Corporate Governance Report.

The Company has established system for reporting, investigation and suitable action in line with the whistle blower policy. The whistle blower Policy is also available on Company's website at weblink https://atulauto.co.in/corporate-governance-reports.aspx

During FY 2023-24, CRISIL has revised its outlook from Negative to Stable while reaffirmed its rating of CRISIL BBB+ / Stable to long term bank loan facilities and reaffirmed CRISIL A2 to short term bank loan facilities of the Company. CRISIL Ratings has also withdrawn its rating on 71.46 crore long-term bank facility as the same has been paid.

The particulars of conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 are annexed to this report as

Annexure [F].

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks help in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board of Directors.

The Company has Risk Management Committee with the following Members as on March 31, 2024: Mahendra J Patel Chairman Neeraj J Chandra Member Jaichander Swaminathan Member Hiren V Patel Member Some of the risks that the Company is exposed to are: Financial Risk, Commodity Price Risk, Regulatory Risk, Human Resource Risk, Strategic Risk, Pandemic Risk etc.

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

The Company adopted Indian Accounting Standards (Ind AS) from April 1, 2017. Accordingly, the financial statements have been prepared in compliance with Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act. In the preparation of financial statements, no treatment which is different from that prescribed in an Accounting Standard has been followed.

In accordance with applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to IEPF is provided in the General Shareholders Information section of this Annual Report.

Few statutory disclosures the Company is required to do are as under:

• The Board of Director of the Company has not proposed any amount for transfer to the reserve for the financial year ended March 31, 2024.

• During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

• The Company has not paid any commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

• The Managing Director of the Company has not received any remuneration or commission from any of Company's subsidiaries.

• There has been no instance of any revision in the Board's Report or the financial statement under Section 131(1) of the Act.

• During the year under review, there were no complaints/ cases filed/ pending/ disposed-off pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions relating to the constitution of Internal Complaints Committee and other provisions under the said Act.

• No application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year ended March 31, 2024.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• There have been no material changes/ commitments, affecting the financial position of the company which have occurred between end of the financial year of the company to which the financial statements relate and the date of the report. There has been no changes in nature of business of the Company.

• All the recommendations made by the Audit Committee were accepted by the Board of Directors.

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors.

• The Dividend Distribution Policy is uploaded on https:// atulauto.co.in/upload/investor-relation/attachment/140/ aal_dividend-distribution-policy_august-2021.pdf

• 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

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to dealers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Survey No. 86, Plot No. 1 to 4,

8B National Highway, Near Microwave Tower, Shapar (Veraval), Dist. Rajkot, Gujarat, INDIA 360024

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Atul Auto Limited (CIN: L54100GJ1986PLC016999) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon. Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended March 31, 2024 ("Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not Applicable to the Company as there was no reportable event during the Audit period under review) (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to the Company as there was no reportable event during the Audit period under review) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; regarding the Companies Act and dealing with client (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not Applicable to the Company as there was no reportable event during the Audit period under review) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company there was no reportable event during the Audit period under review); (i) The Securities and Exchange Board of India (Listing ObligationsandDisclosureRequirements)Regulations,2015 I further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, the Company has complied with the following laws applicable specifically to the Company: (i) The Motor Vehicles Act, 1988 and the Rules made thereunder to the extent of product certification before production and from time to time primarily in respect of vehicles manufactured by the Company I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

(ii) Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except meetings convened at a shorter notice), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken any event/action having a major bearing on the Company's affairs except below which is in pursuance/ compliance of/ with the above referred laws, rules, regulations, guidelines, standards, etc.:

The Company has made preferential issue/ allotment of 58,08,080 warrants of face value of 5/- each at 198/- per warrant fully convertible into equal number of equity shares of face value of 5/- each of the Company to the specified investors in the previous year 2022-23. Upon receipt of the exercise price, 38,72,053 warrants have been converted and equal number of equity shares have been allotted to the specified investors during the year under review.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

SH 111 112 Jimmy Tower,

Opp Swaminarayan Gurukul, Gondal Road, Bhaktinagar, Rajkot, Gujarat- 360002, India.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Khushbu Auto Finance Limited (CIN: U74999GJ1994PLC022816) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has during the audit period covering the financial year ended March 31, 2024 ("Audit Period"), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under(Not Applicable during the audit period); (iii) The Depositories Act, 1996 and the Regulations and bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings(Not Applicable during the audit period); I further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, the Company has complied with the following laws applicable specifically to the Company: (i) Reserve Bank of India Act, 1934 (ii) Master Directions issued by RBI

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that -

In respect to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is in search of the right candidates for the post of Company Secretary due to casual vacancy aroused by resignation of previous Company Secretary with effect from October 15, 2023. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except meetings called at a shorter notice with required approvals), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken any event/action having a major bearing on the Company's affairs.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 are as under:

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year The median remuneration of employees of the Company during the financial year was 4,88,784/- and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year is provided in the above table.

There is decrease of 3.69% in the total remuneration paid to all Executive Directors compared to previous financial year and average increase in Managerial Remuneration is 8.60% in FY 2023-24 compared to previous year. (iii) The percentage increase in the median remuneration of employees in the Financial Year In the financial year 2023-24, there was an Increase of 20.37% in the median remuneration of employees. (iv) The number of permanent employees on the rolls of Company: There were 474 permanent employees on the rolls of the Company as on March 31, 2024.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24 was 19.97%.

The remuneration of Non-Executive Director and Independent Directors consist of sitting fees only. While deciding the remuneration, various factors such as Director's participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, etc. were taken into consideration.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid is as per the Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees.

[Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 [Including any statutory modification(s) or re-enactment(s) for the time being in force]]

1. Brief outline on CSR Policy of the Company.

The guiding principle behind our approach to see Corporate Social Responsibility is "Together We Grow". Through the CSR initiatives, the Company strives to provide equitable opportunities for sustainable growth, thereby aligning with our goal to build Atul Auto into an organization which maximizes Stakeholder Value. The Company engages in activities whereby business further contributes to make a positive and distinguishing impact on the environment, customers, employees, suppliers, and society at large. Our CSR Policy focuses on Education, Health, Promotion of National Culture, Environment Sustainability and Eradicating Hunger and Poverty.

India is the fastest growing large economy in the world today. Despite this, one in every five Indians is poor. The first consequence of being poor is hunger. The Company has aim to minimize hunger and poverty at best possible level. The Company's activities include distribution of free meals and other household things to poor people mostly children and women. It also includes support in disaster preparedness and rehabilitation activities like Reconstruction efforts through retrofitting, improvements, shelter construction and distribution of foods, clothes etc.

In the area of education, the Company continues to focus on providing good infrastructure and equipment of learning whereby creating the platform to grow. The Company aims at making a positive impact on society through educational development directly and through its partners.

With the growing population, sanitation and healthcare have become central to India's development agenda. By directing resources towards access to healthcare and hygiene, we look to support interventions that include Primary Healthcare Support, Free Medical Camps for Rural Communities, Setting up of Rehabilitation Centres, Yoga Centres, Development of Hospitals, Provision of Mobile

Medical Units and Ambulances, providing access to Safe Drinking Water, healthcare support through Localized Medical Camps, etc.

Arts and culture do not only form our frames of reference, our ways of thinking and our relationships to the past, the present and the future but form also the pivot upon which humankind's development revolves. The Company contributes to setting up of handicrafts units, award ceremony which encourages people for promotion of their art and culture.

Environmental sustainability has now turned into the key issues for corporate economic growth, environmental management and community development. Ignoring environmental problems can lead to degradation and depletion of natural resources which could prove detrimental to both the corporate sector business and the society. The Company put their attempts to plant more and more tree nearby its vicinity and cleanliness.

Almost every country, no matter how progressive has a history of ill-treating women. In other words, women from all over the world have been rebellious to reach the status they have today. The Company focuses on betterment of women involved in prostitution. It is need of the day to create awareness against this in public, creating employment opportunities, providing education, giving guidance and counselling, establishing rehabilitation centre etc. so that they can become part of the society.

The Company belongs to the Saurashtra Region of Gujarat State. Saurashtra region comprises eleven districts of the state, Rajkot district is one of them where the Company is situated. The Company gives priority to this Saurashtra Region for CSR Expenditure.

The detailed CSR Policy of the Company can be accessed through web- link: https://atulauto.co.in/corporate-governance-reports.aspx

2. THE COMPISITION OF CSR COMMITTEE: The Board of directors at its meeting held on May 27, 2022 dissolved the CSR Committee with immediate effect in compliance with section 135 of the Companies Act, 2013

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company - https://atulauto.co.in/corporate-governance-reports.aspx

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of Rule 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report) - Not Applicable

5. (a) Average net profit of the company as per sub-section (5) of section 135: Nil (Average Net Loss of 13,26,12,083/-) (b) Two percent of average net profit of the company as per section 135(5): Nil (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any: Nil (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Nil

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) : Not Applicable (b) Amount spent in Administrative Overheads : Not Applicable (c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Not Applicable (e) CSR amount spent or unspent for the Financial Year : Nil

(f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes •No If Yes, enter the number of Capital assets created/acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5) of section 135. – Not Applicable

Your Company is committed to follow responsible business practices by contributing to environmental conservation and protection. The Company has always been conscious of need for conservation of energy. Energy conservation measures have been implemented at plant and more efforts are continuously made by the Company to minimize wastages and reduce the consumption rate of power per unit of production. Your Company ensures strict compliance with all the statutory requirements, and has taken various initiatives for energy conservation and preserving natural resources like replacing conventional lights with LED lights, use of renewable energy etc. The consumption of units of electricity per vehicle increased from 183.40 units in FY 2022-23 to 208.36 units in FY 2023-24 due to low level of capacity utilization against available production capacity of two plants.

The Company is maintaining a wind turbine (KW 600) at village Gandhvi (Lamba), Ta. Kalyanpur in Jamnagar District for utilizing renewable energy.

The Company makes investment of revenue nature for conservation of energy on regular basis. No separate capital investment has been made for energy conservation during the year.

Your Company continues to derive sustainable benefit from the strong foundation and long tradition of R&D which differentiates it from others. New models, variants, processes and benefits flow from work done in R&D Centre. The R&D of the Company based at Pune work closely with the business to create exciting innovations that help us win with our consumers. During the year under review, your Company continued to work on technology up-gradation and capability development in the critical areas of Powertrain, Gasoline Engines, Transmission, CED,

Simulations, Emission, Safety, Weight reduction, Alternate fuels, Automotive electronics and Connected Vehicles. These technology focus areas are important to stay competitive in the market today and in the times to come.

To serve the customers with better, innovative and latest technology product, the Company has invested the amount in R&D activities in financial year 2023-24 as under:

( in Lacs)

The Company gets benefits in the form of upgradation of the existing products on utilization of latest technology.

The Import of technology (including imported during the last three years reckoned from the beginning of the financial year): Nil

The Company is investing further in people and equipment so as to strengthen its R&D and thereby enhance its capability to achieve better position in the future. In the future, we will continue following more innovative, environment friendly and practical automobile vehicles considering changes in market trends. The Company has been making the significance investment in three-wheeler EV sector through its subsidiary Atul Greentech Private Limited.

Detail of Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: As part of its core strategy, the Company is tapping on export markets where our product is suitable to the needs of the customers. During the year, 7.77% of our revenues were derived from export. The Company is taking further steps to widen its international marketing network. Foreign exchange earnings and outgoes during the year under review are as under:

( in Lacs)