Your Directors take pleasure in presenting the Thirty-Fifth (35^th) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2025. The Management Discussion and Analysis forms part of this Report.

DIVIDEND

Considering current fund requirements of the Company, the Board of Directors of the Company have 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, 2025 was '1,586.44 Lakhs comprising 15,864,397 Equity Shares of '10/- each. During FY 2024-25, your Company has neither issued any shares with differential voting rights nor has granted any Stock Options or Sweat Equity. As on March 31, 2025, 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

In 2025, global economic growth is projected to remain steady at 3.1%, mirroring the expected pace of 2024. Advanced economies are anticipated to experience modest growth, with the U.S. economy leading at 2.2%, driven by solid income and productivity. Europe is expected to see a modest recovery, and Japan's growth is likely to rebound to 1.1%. Emerging markets are forecasted to maintain a growth rate of 4.1%, with India standing out at 6.4%, propelled by public investment and robust domestic demand.

Global inflation is anticipated to decline to 3.5%, though challenges persist due to persistent services and wage inflation in several regions. Monetary policies are expected to diverge globally, with central banks in advanced economies easing cautiously, while some emerging markets may tighten policies to address inflationary pressures. Fiscal policies will be influenced by high public debt and competing demands, necessitating careful management to balance immediate needs with long-term sustainability. EY-Parthenon recommends that business leaders focus on agility, adaptability, and accountability to navigate the evolving economic landscape. Developing flexible planning processes, transforming enterprises to adapt to changing conditions, and investing in transformative technologies like GenAI are key strategies to ensure resilience and profitability in 2025.

Indian Economy

India's economic outlook for FY26 remains robust, with the International Monetary Fund (IMF) projecting a 6.5% GDP growth, maintaining its position as the fastest-growing major economy. This growth is supported by strong private consumption, macroeconomic stability and resilient financial sector performance. The IMF emphasizes the need for structural reforms, including labor market improvements and enhanced human capital development, to sustain long-term growth.

Inflation has remained within the Reserve Bank of India's (RBI) target range, with the Consumer Price Index (CPI) easing to 3.27% in April 2025, the lowest in nearly six years. This moderation is attributed to stable food prices, particularly vegetables and pulses. With inflation under control, the RBI has room to maintain an accommodative monetary policy stance to support economic activity.

High-frequency economic indicators also reflect positive momentum. The Manufacturing Purchasing Managers' Index (PMI) rose to an eight-month high of 58.1 in March 2025, while the Services PMI stood at 58.5. Gross Goods and Services Tax (GST) revenues reached INR 1.96 lakh crore in March 2025, the highest since April 2024. Additionally, the current account deficit narrowed to 1.1% of GDP in the third quarter of FY25, indicating improved external sector stability.

Despite these positive indicators, challenges persist. The IMF has revised India's growth forecast for FY25 downward to 6.2% from 6.5%, citing global trade tensions and geopolitical uncertainties, particularly related to U.S. trade policies and regional security concerns. However, India is taking proactive measures, including negotiating a comprehensive trade agreement with the U.S. and preparing to implement anti-dumping duties to safeguard domestic industries.

In summary, while global headwinds pose risks, India's economic fundamentals remain strong. With continued policy support and structural reforms, the country is well-positioned to achieve sustainable growth and maintain its status as a leading emerging market economy.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The auto industry registered a growth of 9.1% in FY25. The Passenger Vehicle segment, which includes passenger cars, vans and utility vehicles, registered a growth of 3.3%. Within this segment, while the Utility vehicle market

grew at 13.6% the Van segment recorded a growth of 7.9%, and the Passenger Car segment decreased by 11.6%. The Commercial Vehicle segment also registered a decline of 3.3%. Within the CV segment, the M&HCV segment registered a minimal growth of 0.04% and LCV segment registered a decline of 5.2%. The Two-wheeler segment registered a growth of 11.3% and Three-wheeler segment registered a growth of 5.4%.

The chart given below shows the production of various categories of vehicles during FY 2024-25 vis-a-vis FY 2023-24:

OPERATIONS

The Company manufactures Sheet Metal Components, Welded Assemblies, Battery Tray 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 key 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, it caters 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, Company looks forward to maintaining these working relationships, and forging new partnerships in the future.

With a commitment to grow its battery tray businesses, your Company has onboarded a new customer M/s Octillion Power Systems India Pvt. Ltd. which is a renowned player in battery pack manufacturing for EVs. In addition to Tata AutoComp GOTION Green Solutions Private Limited, the Company is also exploring opportunities to increase the business within Tata AutoComp Group.

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

OPPORTUNITIES:

a) Growth in Automotive Demand:

Indian automotive industry has grown by 9.1% in FY2025 over FY2024 showing a strong demand amongst the consumers. E-cars & E-3Ws sales recorded an 11% increase in FY2025 over FY2024. Your Company has its battery tray & cooling tube businesses concentrated in E-cars & E-3W segment which has led to improvement in performance parameters.

Growth in the EV segment is expected to continue its momentum during the upcoming fiscal year FY2026 with the launch of EV models by OEMs.

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 PV's in India. TMPVL has sold 5.56 Lakh units as against 5.74 Lakh units in Fiscal Year 2024 holding third position in the Indian market. Anchor customer has more than 50% market share in EVs.

Tata Motors Limited (CV segment) sold 3.76 Lakh units of commercial vehicles during Fiscal 2025 representing -ve growth of 4% over Fiscal 2023, continued to be market leader in commercial vehicle segment with a market share of 32% in Fiscal Year 2025.

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 year, the Company has explored an opportunity to supply Aluminium Battery Tray to its customers and will continue to focus on increasing the manufacturing capacity of 'Battery Tray' to cater the increasing demand of EVs in the market.

Your Company will continue to focus on EV businesses in the 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 ongoing 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 Decreased by ?10,504 lakhs over last year (approximately 13.55%). As explained above, the declined performance of Automotive Industry and consequent lower off-take by our OEM customers have led to the decrease.

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

c) The percentage of employee cost to sales has increased as compared to last year mainly due to decrease in sales in FY 2024-25 and wage increase. The increase is offset by improvement, attributable to continuous focus on productivity and rationalization measures and introduction of new products with better price realization.

d) The percentage of other expenses to sales has increased from the previous year FY 2023-24 mainly due to additional subcontract cost for new product program and cost inflations in consumable and other cost heads.

e) Finance costs have decreased mainly due to volume drop and partially due to repayment of Inter-company deposits. The Company has also managed working capital requirements effectively.

f) Despite a notable decrease in total revenue, it managed to improve its EBITDA from the previous year, owing to prudent product mix and effective cost management, particularly in reducing the cost of materials consumed. However, the increase in employee benefits and other expenses compensate for the savings in RMC.

KEY FINANCIAL RATIOS

DETAILS OF SIGNIFICANT CHANGES ( >25% and <-25%)

1. Debt-Equity ratio: The reduction in negative shareholders' equity is due to current year profits and the replacement of non-funded vendor discounting with additional working capital financing, leading to a lower debt-equity ratio.

2. Return on Equity ratio: Current year profit has increased over the previous year, and the reduction in negative shareholder's equity has led to a higher return on equity ratio.,

3. Trade receivable turnover ratio: There is an increase in year end receivable since the Company has availed a new facility of working capital borrowing in place of earlier customer factoring facility, which led to a decline in the trade receivable ratio.

4. Return on Capital Employed ratio: Capital employed has increased during the year due to the current year profits and new working capital borrowing in place of the non-funded vendor discounting and customer factoring facilities.

5. *Since Net Worth as at March 31, 2024 was negative, Return on Net Worth and % change cannot be calculated.

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

COMPANY'S OWN TECHNOLOGY / PROCESSES / SYSTEM IMPROVEMENT PLAN

The Company has worked towards automation in robotic welding applications at three of its plants to meet the

increasing quality expectations from the customers and improve operation efficiency.

In growing EV segment, your Company will focus on manufacturing technologies for Aluminum Battery Trays which is emerging technology in the EV field.

SEGMENT-WISE PERFORMANCE

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

FUTURE OUTLOOK

India's automotive sector is undergoing a significant transformation, driven by a combination of economic growth, policy initiatives, and shifting consumer preferences. With a population exceeding 1.6 billion, the country presents a substantial opportunity for automotive expansion, especially considering the current low motorization rate of 33 cars per 1,000 people.

The Indian Government has outlined an ambitious vision through the Automotive Mission Plan 2047, aiming to position India as a global hub for automotive manufacturing and research and development. This plan is supported by various initiatives, including the Faster Adoption and Manufacturing of Hybrid and Electric Vehicles (FAME) scheme and the Production-Linked Incentive (PLI) scheme, which encourage the development and manufacturing of electric vehicles (EVs) and their components within the country.

The automotive market is experiencing a shift towards electric mobility. However, challenges remain, particularly in the EV financing ecosystem and supply chain disruptions due to limited domestic manufacturing of key components like batteries, reliance on imports, and lack of robust infrastructure for raw materials. This needs reform to support broader adoption.

Consumer preferences are also evolving, with a growing demand for sport utility vehicles (SUVs) and luxury vehicles. This trend is influencing manufacturers to focus on producing models that cater to these preferences, including electric SUVs.

In summary, India's automotive industry is poised for substantial growth, driven by strategic government initiatives, a shift towards electric mobility, and changing consumer preferences. Addressing existing challenges, such as the EV financing ecosystem, supply chain disruptions and tariff related uncertainty, will be crucial to sustaining this growth trajectory.

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 2024-25.

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 was required to spend a certain amount as per Section 135 of the Companies Act, 2013 for the year under review. The details are available in the CSR Report annexed herewith as Annexure I. The Company has a CSR Committee constituted in terms of Section 135 of the Companies Act, 2013, which monitors the CSR

activities undertaken by the Company as per CSR Policy. The CSR Policy has been uploaded on the website of the Company at https://autostampings.com/storage/2024/08/Corporate-Social-Responsibility-CSR-Policy.pdf

ENVIRONMENT, HEALTH AND SAFETY

The Company is dedicated to providing a Safe, Secure and Healthy Workplace, as outlined in its Health, Safety and Environment (HSE) policy, which forms an integral part of Company's 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 1 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 (BBS) 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.

Sensitization on safety is of paramount importance where in visible actions are taken for every entrant to the plant. This includes safety induction at Gurukul and plant under trained personnel. The safety committee regularly provides inputs. There is a separate guideline for visitors and external persons who come for repair and maintenance activity. This includes tool box talk, instructions on emergency evacuation.

The safety personnel are upgraded through trainings and encouraged to visit other companies to see and implement best practices. Senior safety officers from other companies visit the plants periodically to provide their inputs.

External Audits are conducted as per demand from statutory bodies. There is an allocated safety budget which is given highest priority. This is supplemented by a maintenance budget where in high priority is given to proximity sensors, robot programming and other equipments which can enhance safety of personnel in the factory.

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. The Company employees planted more than 1200 trees in the financial year. At each plant location, there is a working relationship with the local forest department to make this impactful. The organization is working under directions of experts from TATA AutoComp Systems Limited to reduce plastic usage.

A Digital Reporting System, the “Near Miss App”, facilitates the tracking of Near-Miss incidents. 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 receive regular updates on health, safety, and environmental matters, ensuring oversight and accountability at the highest level.

QUALITY INITIATIVES

Two of your Company's plants Chakan 1 and Pantnagar are certified under IATF and ISO 14001 standards.

The Chakan II plant, successfully completed the Stage 2 audit for IATF certification, while the Sanand plant has completed the Stage 1 audit and is now qualified for the Stage 2 audit under IATF.

In addition, both Sanand and Chakan 2 plants have obtained ISO 45001 certification for OHSMS. With this, a total of four plants Chakan 1, Chakan 2, Pantnagar, and Sanand are now certified under ISO 45001.

The Company continues to adopt best practices based on the Tata Business Excellence Model (TBEM) to drive operational excellence across all functions.

Quality Month and Employee Engagement

The month of November was celebrated as “Quality Month” across all ASAL locations. Activities conducted during the month included Quality Circle competitions, Kaizen contests, and poster and slogan competitions for both employees and their family members. Customers were also invited to address employees, share their insights on quality, and express the “Voice of the Customer.”

Total Quality Management (TQM)

Your Company has embarked on a Total Quality Management (TQM) journey with the goal of strengthening Daily Management, Policy Management, and Total Employee Involvement. Numerous improvement projects have been executed under this initiative, with active participation in external competitions such as those organized by CII and QCFI, resulting in a total of 262 awards.

Technological Advancements and Quality Enhancements

An online quality monitoring pilot project was launched for the 1250T press machine to enhance real-time oversight and performance tracking.

In manufacturing advancements, a new Curvv Line was installed with Level 3 Poka-Yoke at all stations to ensure error-proofing. Additionally, a new Eturna Line, also equipped with Level 3 Poka-Yoke, was commissioned to further strengthen production quality and efficiency. During the year under review, the Company also set up robotic welding line at Sanand for supplies to Tata Motors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• APPOINTMENT OF DIRECTORS

At the 34^th Annual General Meeting of the Company held on July 09, 2024, Ms. Bhavna Bindra was re-appointed as an Independent Director of the Company for a second term of five years w.e.f. July 15, 2024.

• RETIREMENT / RESIGNATION / CESSATION OF DIRECTORS

Mr. Bharatkumar Parekh (DIN: 01521346) 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.

• KEY MANAGERIAL PERSONNEL

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

1. Mr. Shrikant Joshi, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company resigned from the services w.e.f. January 31, 2025.

2. On recommendation of Nomination and Remuneration Committee, Board of Directors of the Company at its Meeting held on March 20, 2025, appointed Mr. Saurabh Erande, as Company Secretary and Compliance officer (Key Managerial Personnel) of the Company w.e.f. March 20, 2025.

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 05, 2017, the Board has carried out the Annual Performance Evaluation for FY 2024-25 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, 2025 stood at '8,987.63 Lakhs as compared to '4,599.25 Lakhs as at March 31, 2024. The company has availed a new working capital borrowing in place of the earlier vendor discounting and customer factoring, which effectively has no impact on cash flow.

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, 2025.

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 2024-25.

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, 2025, 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, 2025 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 II 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 2024-25 is available on Company's website at www.autostampings.com. PERSONNEL

At the end of March 31, 2025, your Company had 504 employees (excluding trainees and apprentices) as compared to 497 employees as on March 31, 2024.

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 is 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 III 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 enquire 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 2024-25.

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 32^nd 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 32^nd AGM held on June 09, 2022 till the conclusion of 37^th AGM to be held in FY 2027-28.

The Statutory Auditors' Report for FY 2024-25 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, 2025. 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 2024-25.

The Report of the Secretarial Audit is annexed herewith as Annexure IV 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. The Company has filed Disclosure Under Reg 30 of SEBI(LODR) on 13.06.2024 with respect to the resignation of Mr. Rajendra Bhagwat (SMP) dated 08.06.2024 i.e. with a delay of 4 days. The Company has filed the 'reason for the delay in submission of Disclosure' and 'corrected disclosure' upon receipt of Stock Exchange Notice vide dated 21.10.2024. No actions were taken by BSE and NSE in this regard.”

COMMENT OF THE BOARD:

The Company has filed a fresh disclosure under corporate announcement citing the reason for delay in the said disclosure in response to the communication received from BSE Limited.

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 II.

3. COST AUDITOR

The Cost Audit under provisions of Section 148 of the Companies Act, 2013 is applicable to the Company. Hence the Company has conducted the Cost Audit for the Financial Year 2024-25.

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 for consistent Performance” for its Sanand Plant and “Best DWM”, “Horizontal Deployment & “Outstanding Accomplishment Award” for its Pantnagar Plant from Tata Motors Limited (TML), the “Commitment to excellence as a valued supplier” by Tata Passenger Electric Mobility (TPEML), Moreover, our active participation in esteemed competitions such as the the Kaizen and Safety Competition facilitated by the Quality Circle Forum of India (QCFI), the National Level Poka-yoke Competition and the Kaizen circle competition hosted by the Confederation of Indian Industry (CII) further highlights our dedication to continuous improvement and adherence to stringent Quality and Safety Standards. Endeavours of your company have been acknowledged with over 262 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.