Your directors have pleasure in presenting the 35th Annual Report on the business and operations of Company and the financial accounts for the year ended 31st March 2024

FINANCIAL HIGHLIGHTS

The financial highlights of your Company, for the year ended 31st March, 2024 are summarized below:

(H in Lakhs)

COMPANY'S PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS

The Company recorded net revenue from operations of H37,381.84 Lakhs in FY 2023-24, 1.839% higher than H36,706.67 Lakhs in FY 2022-23. The Profit before Tax for FY 2023-24 was H890.81 Lakhs as compared to Profit before Tax of H829.13 Lakhs for FY 2022-23. The Profit after Tax for FY 2023-24 was H549.22 Lakhs as compared to Profit after Tax of H687.94 Lakhs for FY 2022-23.

DIVIDEND

The Board of Directors have recommended a dividend of 12% i.e. H0.60/- per share (Previous Year H0.50/- per share) on 1,07,88,010 equity shares of H5/- each for the year ended 31st March, 2024. The dividend on equity shares, if approved by the Members would involve a total outflow of H64.72 Lakhs (Previous Year H53.94 Lakhs).

FINANCIAL STATEMENTS

Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders who's email address are registered with Company.

Full version of Annual Report 2023-24 is also kept open for inspection by any member. The members who wants to inspect the Annual Report, can send an email to corporate@akartoolsltd.com upto the date of ensuing Annual General Meeting (AGM). The Annual Report is also available at the Company's website at https:// akarauto.com/.

SHARE CAPITAL

The paid up equity share capital as on 31st March, 2024 was H5,39,40,050/- divided into 1,07,88,010 equity shares of face value of H5/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, and has not granted any stock options.

TRANSFER TO RESERVES

INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2015-16 amounting to H97,067/- Further Dividend which was declared by the Company for the year ended 31st March, 2017 at the Annual General Meeting held on 22nd September, 2017 and remain unclaimed will be transferred to the Investor Education and Protection

Fund (IEPF) of the Central Government pursuant to the provisions of Companies Act, 2013. The last date for claiming the dividend is 21st September, 2024. Thereafter, no claim shall lie on dividend for the year ended 31st March, 2017 from the shareholders.

MCA has notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules). Pursuant Section 124(6) of the Companies Act, 2013 read with IEPF Rules as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF.

SUBSIDIARIES

The Company does not have any subsidiary within the meaning of the Companies Act, 2013.

CREDIT RATING

The rating committee of Infomarics Valuation and Rating Private Limited has assigned a long term credit rating of IVR BBB- (pronounced as IVR Triple B Minus) as against long term credit rating of IVR BBB- of previous year and a short term credit rating of IVR A3 (pronounced as IVR A Three) as against short term rating of IVR A3 of previous year to the line of credit facility enjoyed by the Company. The outlook on the long term and short term rating is stable.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report as ANNEXURE I.

The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules'), as amended, form part of this Report and will be made available to any Member on request, as prescribed therein.

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

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in ANNEXURE II which forms part of this Report.

STATUTORY AUDITORS

In the 34th Annual General Meeting of the Company held on 22nd September, 2023, M/s. GSA & Associates LLP, Chartered Accountants, Delhi (Firm Registration No.000257N/N500339), were re-appointed as the Statutory Auditors of the Company to hold office until the conclusion of the 35th Annual General Meeting. The term of M/s GSA & Associates, Chartered Accountants, as Statutory Auditors, expires at the conclusion of the ensuing annual general meeting.

Board of Directors at its meeting held on 14th August, 2024, based on the recommendation of the Audit Committee has recommended the re-appointment of M/s. GSA & Associates LLP, Chartered Accountants, Delhi (Firm Registration No.000257N/N500339) as the Statutory Auditors of the Company.

M/s. GSA & Associates LLP, Chartered Accountants, have consented to the said appointment and confirmed that their reappointment, if made, would be within, the limits specified under Section 141 (3)(g) of the Act and that they are not disqualified to be appointed as statutory auditors in terms of Section 143 of the Act.

M/s. GSA & Associates LLP, Chartered Accountants, will be appointed as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 35th Annual General Meeting to be held in the year 2024, on a remuneration, out of pocket expenses etc., incurred in connection with the audit as may be decided by the Board in consultation with the auditors.

The members are therefore requested to appoint M/s. GSA & Associates LLP, Chartered Accountants, as statutory auditors of the Company for a term of 1 (One) year from the conclusion of the ensuing Annual General Meeting till the conclusion of the 36th Annual General Meeting, to be held in 2025.

The Independent Auditors Report, by M/s. GSA & Associates LLP, Chartered Accountants, for the financial year ended 31st March, 2024 does not contain any adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDITORS

As per the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s Nitin S. Sharma & Associates (CP No. 9761), Practising Company Secretaries, Chh. Sambhaji Nagar (Aurangabad). to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report in Form No MR-3 for the Financial Year 2023-24 is annexed herewith as ANNEXURE III and forms a part of this report. The Secretarial Audit Report does not contain any adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Pursuant to SEBI Circular dated 8th February, 2019, a report on Secretarial Compliance by M/s Nitin S. Sharma & Associates (CP No. 9761), Practising Company Secretaries, Chh. Sambhaji Nagar (Aurangabad). , for the financial year ended 31st March, 2024 has been submitted with the Stock Exchange.

COST AUDITORS

As per the provisions of Section 148 (3) of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s B R Chandak & Co. (Registration No. 21959), as Cost Auditors of the Company, for conducting the audit of cost records for the financial year ended 31st March 2024. The Cost Auditor has submitted its report for the financial year 2023-24 to the Board of Directors and the same has been approved by the Board of Directors in their meeting held on 14th August, 2024. A proposal for ratification of remuneration of the Cost Auditors for the financial year 2024-25 is placed before the shareholders for ratification / approval.

The Cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Act.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information.

Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report. The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

DIRECTORS

Appointment/Reappointment

The Board on recommendations of Nomination and Remuneration Committee and in accordance with the provisions of the Act and SEBI Listing Regulations has re-appointed Mr Bhimsen Galgali (DIN: 08074906) as a Non-Executive Independent Director on the Board for a second term from 1st June, 2023 to 28th February, 2028, the Members have approved the said re-appointment by passing a special resolution by way of postal ballot.

Director retiring by rotation:

Mr Narendrakumar Gupta (holding DIN: 00062268) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment. The brief resume of Mr Narendrakumar Gupta, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, committee memberships / chairmanships, his shareholding etc. are furnished in the explanatory statement to the notice of the ensuing AGM.

Declaration by Independent Directors:

Your Company has received declarations from Mr B. R. Galgali, Mrs Bhavna Saboo, Mr Anil Kumar Gupta and Mr Ulhas Gaoli, Independent Directors, under provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the 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 ability duties with an objective independent judgement and without any

external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013

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*Mr. Radhyeshyam Rathi has been appointed as a Company Secretary and Compliance Officer of the Company from 14th August, 2023.

ANNUAL RETURN

A copy of annual return as provided under Section 92 (3) of the Companies Act, 2013 in the prescribed form, is hosted on the Company's website and can be accessed at https://akarauto.com/annual-returns/

CORPORATE GOVERNANCE

All the requirements of the Corporate Governance are adhered to both in letter and spirit. All the committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Board of Directors have taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with the approved 'Code of Conduct for Board of Directors and Senior Executives of the Company'.

The report on Corporate Governance as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed as ANNEXURE IV.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The details regarding the number of meetings of the Board of Directors and Committee meetings during the period under review is given in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE V and forms part of this report.

WHISTLE BLOWER POLICY / VIGIL

MECHANISM FOR DIRECTORS AND

EMPLOYEES

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has in place whistle blower policy / vigil mechanism for Directors and employees of the Company.

The whistle blower policy / vigil mechanism provides a route for directors and employees to report, without fear of victimisation, any unethical behaviour, suspected or actual fraud, violation of the Company's code of conduct and instances of leak of unpublished price sensitive information, which are detrimental to the organisation's interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimisation or any other unfair employment practice.

The Policy is placed on the Company's website and can be accessed at https://akarauto.com/policies/.

NOMINATION AND REMUNERATION POLICY

Pursuant to the requirement under Section 134(3) (e), Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors has in place a policy which deals with the manner of selection of Board of Directors and Managing Director and their remuneration. The objectives and key features of this policy are:

(a) Formulation of the criteria for determining qualifications, positive attributes of directors, Key Managerial Personnel (KMP) and senior management personnel and also independence of Independent Directors;

(b) Aligning the remuneration of Directors, KMPs and senior management personnel with the Company's financial position, remuneration paid by its industry peers etc.;

(c) Performance evaluation of the Board, its committees and Directors including Independent Directors;

(d) Ensuring Board diversity;

(e) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down; and

(f) Directors' induction and continued training.

The Nomination and Remuneration policy of the Company is available on Company's website and can be accessed at https://akarauto.com/policies/.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions and those entered during the financial year were in the ordinary course of business and on arm's length basis. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Committee.

Since all the related party transactions entered into by the Company were in ordinary course of business and were on an arm's length basis during the period under review, therefore Section 188 (1) of Companies Act, 2013 is not applicable to the said related party transactions. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not required to be provided.

Pursuant to SEBI Listing Regulations, the Resolution for seeking approval of the Members on material related party transactions is being placed at the AGM. Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company's website URL: https:// akarauto.com/policies/

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

There is no loan given or guarantee provided or security provided or investment made by the Company during the financial year 2023-24 as per Section 186 of the Companies Act, 2013.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on 31st March, 2024, 98.85% of the share capital stands dematerialized.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The net profit of the Company for the FY 2023-24 was above Rupees Five Crore, therefore, the provisions of Section 135 of the Companies Act, 2013 and rules related thereto, relating to Corporate Social Responsibility, are applicable to the company for the period under review.

The annual report on CSR activities is annexed to this report as ANNEXURE VI. The CSR Policy is available on Company's website and can be accessed at https:// akarauto.com/policies/.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31st March, 2024 comprises of the following Directors:

i. Mrs. Bhavna Saboo (Chairperson)

ii. Mr. B. R. Galgali (Member)

iii. Mr. Sunil Todi (Member)

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

RISK ASSESSMENT AND MANAGEMENT

Your company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual financial statements for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have, in consultation with Statutory Auditors, selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the net profit of the Company for the financial year ended 31st March 2024;

(c) the Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were operating effectively during the financial year ended 31st March 2024; and

(f) The Directors 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 31st March 2024.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT, 2013

During the financial year ended 31st March 2024, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the period under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. Secretarial Standard-1 (SS-1) on the meetings of Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings read with MCA circulars and SEBI Circulars issued in this regard.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Pursuant to Section 134(3) (i) of Companies Act, 2013 there have been no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

CONTINGENT LIABILITIES

The details of contingent liabilities are given in Note No. 31 of the Notes to Financial Statements.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

To familiarise Independent Directors with the Company's operations, as required under Regulation 25(7) of the SEBI Listing Regulations, the Company has held various programmes for the Independent Directors during the period under review.

The details of such familiarisation programmes is available on the website of the Company https:// akarauto.com/ under the head 'Board of Directors' under 'Familiarisation Programme'.

HUMAN RESOURCES

Your Company believes in engaging human resources as they are the key differentiator for the success of the Company. Keeping the employees engaged and committed can go a long way in attainment of objectives and ensuring sustained business performance. In line with this, your Company has initiated several interventions that will enhance the engagement of the employees. Being a people centric organisation, your Company recognises the significance of building next generation leadership by developing internal talent to meet the organisational objectives. Through this, the human resources function continues to align its strategic interventions and processes, while simultaneously addressing the needs of multiple stakeholders and maintaining a competitive employee cost. Your Company continues to have cordial and harmonious industrial relations across all the manufacturing units. The total number of employees of the Company as on March 31, 2024 stood at 358.

OCCUPATIONAL HEALTH, SAFETY, ENVIRONMENT AND INDUSTRIAL RELATIONS

Your Company has effectively deployed policies on Safety, Occupational Health & Environment at all locations. It continually focuses on improving the effectiveness of system processes, through globally accepted standards. Your Company develop and manufacture products that are safe, eco-friendly and economical. Your Company reviews its processes and its behaviour on a regular basis and measures its effect on people's health and on the nature.

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. The Company has taken initiative for safety of employees and implemented regular safety, imparted machine safety training, wearing protective equipment etc.

LISTING

Your Company's shares continue to be listed on BSE Limited and are actively traded. The listing fee to BSE Limited for the year 2024-25 has been paid by your Company.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints' Committee. The

following is a summary of sexual harassment complaints received and disposed off during the year:

No. of complaints received: Nil No. of complaints disposed off: NA

CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Company's Website and can be accessed at https://akarauto.com/policies/. A Declaration made in this by Managing Director is annexed to this report as ANNEXURE X

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY

In compliance with Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has in place the policy for preservation of document and archival policy.

ACKNOWLEDGEMENTS

Your Directors are pleased to express their gratitude for all the co-operation and assistance received from bankers, members, customers, vendors, various Government authorities for their support and faith in the Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

By order of the Board of Directors

Sd/-N K Gupta

Date: 14th August 2024 (Chairman)

Place: Chh. Sambhaji Nagar (Aurangabad) DIN. 00062268