The Directors present the 63^rd Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

Your Company's performance for the financial year ending 31^st March 2024 is stated below:

2. STATE OF AFFAIRS:

The Company has altered its Object Clause in the Extra-Ordinary General Meeting of the Company held on 16^th December, 2023 thereby changing its main object to Manufacture of Electric Buses and coaches during the Financial Year 2023-24.

3. TRANSFER TO RESERVE

Your Directors' do not propose to transfer any amounts to the general reserves of the Company, as the Company did not earn enough profit during the year 2023-24.

4. DIVIDEND

Your Directors have not recommended any dividend for the financial year under review.

5. SHARE CAPITAL

During the financial year 2023-24, the Authorized Share Capital of the Company was increased from Rs. 1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs only) divided into 12,50,000 (Twelve Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 83,00,00,000/- (Rupees Eighty-Three Crores only) divided into 8,30,00,000 (Eight Crore Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.

During the financial year, the Company has issued and allotted 2,31,25,625 (Two Crores Thirty-One Lakhs Twenty-Five Thousand Six Hundred Twenty-Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per share, on preferential basis and 1,75,00,000 (One Crore, Seventy-five Lakhs) fully convertible warrants ("Warrants/ Convertible Warrants”) of Rs. 16/-(Rupees Sixteen) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per warrant, on preferential basis.

Further, post 31^st March, 2024, the Company had Issued and allotted 50,00,000 (Fifty Lakhs Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 16/- (Rupees Sixteen Only) per share, on preferential basis and 25,00,000 (Twenty-Five Lakhs) fully convertible warrants ("Warrants/ Convertible Warrants”) on a preferential basis at a price of Rs. 16/- (Rupees Sixteen only) per warrant.

The issued, subscribed and paid-up equity share capital as on March 31, 2024 was Rs. 24,12,56,250 divided into 2,41,25,625 equity shares of Rs.10/- each and presently it is Rs. 29,12,56,250 divided into 2,91,25,625 equity shares of Rs. 10/- each.

6. LISTING ON STOCK EXCHNAGES

The equity shares of the Company are listed on Bombay Stock Exchange (BSE).

7. DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantee and Investments have been disclosed in the notes to financial statements.

9. SUBSIDIARY & ASSOCIATES COMPANY

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

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company on the inefficiency or inadequacy of such controls.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report.

12. ANNUAL RETURN:

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual Return referred in sub-section (3) of Section 92 will be placed on the website of the Company https://www.azadindiamobility.com/.

13. CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI's Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors' Report. A certificate confirming the compliance of the conditions of Corporate Governance as stipulated in Listing Regulations from Janki Brahmbhatt, Practicing Company Secretaries, is forming part of the Annual Report.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

During the year 2023-24, and till the date of this Report, the following events occurred:

The Company has received declarations from Independent Director under Section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013. Further the Company has regularized all the newly appointed directors in the Extra-Ordinary General Meeting of the Company held on 14^th May, 2024.

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 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bupinder Singh Chadha, Director of the Company retires by rotation and being eligible offers them for reappointment at the ensuing Annual General Meeting.

Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume of Mr. Bupinder Singh Chadha, nature of their expertise in specific functional area and names of Companies in which he is a Director and Member/Chairperson of Committees of Board, are provided in the Notice forming part of the Annual Report.

Further, based on the confirmations received, none of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.

15. REMUNERATION TO NON-EXECUTIVE DIRECTORS:

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

16. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out by the Nomination & Remuneration Committee in accordance with the Board Performance Evaluation Policy of the Company through a structured evaluation process covering various aspects of the Boards functioning such as diversity in composition of the Board & Committees, its roles & responsibilities, experience & competencies, performance of specific/ general duties & obligations, etc.

The Independent Directors were evaluated on additional criteria of independence and applicability of independent views and judgment in the decision-making process of all matters considered important.

17. AUDITORSa) STATUTORY AUDITORS

The Company has appointed M/s. R Bhargava & Associates, Chartered Accountants (Firm Registration No. 0127887N), were appointed as the Statutory Auditor of the Company for a period of 5 consecutive years at the 60^th Annual General Meeting held on 30^th September 2021 until the conclusion of 65^th Annual General Meeting. The Company has received written consent and certificate of eligibility from the Statutory Auditors of the Company under Section 139(1) of the Act and rules framed thereunder.

b) AUDITORS' REPORT

The statutory auditors' report for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks. The auditors' report is attached to the financial statements. There are no frauds reported by the auditors of the Company under sub-section 12 of section 143 of the Companies Act, 2013 during the financial year under review. Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof are not applicable to your Company.

c) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Your Board appointed M/s Janki & Associates, Practicing Company Secretaries, to conduct a secretarial audit of the Company for the financial year ended 31^stMarch 2024.

The Report M/s. Janki & Associates, Practicing Company Secretary is provided in the Annexure A forming part of this Report, pursuant to Section 204 of the Companies Act, 2013.

As regards the Secretarial Audit report the comments are as under:

d) INTERNAL AUDITOR

Pursuant to provisions of Section 138 read with rules made thereunder, Ms. Gunjan Gangwal, Chartered Accountant, Membership No: 414764 was appointed as an Internal Auditors of the Company for the financial year 2023-24 to check the internal controls and functioning of the activities and recommend ways of improvement.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company's internal control systems and processes commensurate with scale of operations of the Business. Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Board enquired from both the Statutory and Internal Auditors, whether they have reviewed the prevailing internal control systems in the Company and whether they were satisfied that the internal controls were adequate and complied with. Both of them stated that the prevailing internal control systems were adequate and were functioning satisfactorily for the year under review was apprised by the Audit Committee and noted by Board.

Disclosures pertaining to remuneration and other details as 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 is been annexed to this report as 'Annexure B'.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

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

The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as below:

CONSERVATION OF ENERGY

The matters relating to the above are not applicable to the Company. The Company's operations involve low energy consumption. Wherever possible, energy conservation measures are being implemented.

RESEARCH AND DEVELOPMENT

The Company has no specific Research and Development programme.

FOREIGN EXCHANGE EARNINGS/OUTGOINGS

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

21. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The meetings of the Board of Directors are scheduled well in advance and generally held at the registered office of the Company. The Board meets at least once a quarter to review the quarterly results and other items of the Agenda.

During the financial year ended on March 31, 2024, Seven (7) Board Meetings were held. The dates on which the Board Meetings were held are as follows:

30.05.2023, 12.08.2023, 07.11.2023, 22.11.2023, 20.01.2024, 14.02.2024, and 28.02.2024.

22. NUMBER OF AUDIT COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The members of the Audit Committee are financially sound and literate. During the financial year ended on March 31, 2024, Six (6) Audit Committee Meetings were held. The dates on which the Audit Committee Meetings were held are as follows: 30.05.2023, 12.08.2023,

07.11.2023, 22.11.2023, 14.02.2024 and 28.02.2024.

23. NUMBER OF NOMINATION OF REMUNERATION COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year ended on March 31, 2024, Two (2) Nomination and Remuneration Committee Meetings were held. The dates on which the Committee Meetings were held are as follows: 22.11.2023, and14.02.2024.

24. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable to the Company during the year under review.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds that were required to be transferred to Investor Education and Protection Fund (IEPF).

26. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.

27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of Section 178 of the Act read with the Rules made thereunder, the Company has in place, a Policy on "Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration.” There has been no change in the aforesaid policy during the year under review. The Policy is available on the website of the Company and can be accessed at Nomination and Remuneration Policy”) (https://www.azadindiamobility.com/).

28. RISK MANAGEMENT

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company's approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

29. VIGIL MECHANISM

The Company has established a Vigil Mechanism Policy for the employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the Vigil Mechanism. However, no instances of fraud or other irregularities have been observed, which need to be reported to the Board/Audit Committee. The Policy is available on the website of the Company (https://www.azadindiamobility.com/).

30. COMPLINACE WITH CODE OF CONDUCT:

A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2023-24 as required under Schedule V of the SEBI LODR Regulations forms part of this Annual Report

31. MATERIAL CHANGES, IF ANY, AFFECTING THE COMPANY:

During the year under review, the Company made preferential issue of Equity shares and Convertible Warrants thereby increasing the size of the Issued Capital of the Company and infusing fresh capital. Also the Company altered its Main Object to include the activity of manufacturing of Electric Buses and Coaches and the Promoters of the Company had entered into Share Purchase Agreement dated 22.11.2023 wherein the Promoter M/s Aurum Parks Private Limited and Mr. Bupinder Singh Chadha and Mr. Charnjit Singh Chadha who will be the new promoters of the Company. Both of them were allotted Equity Warrants in the Company and have made open offer to acquire 50.65% Equity Shares of the Company as per the SEBI Takeover Guidelines and completed the same successfully.

The details of the new Promoter Mr. Bupinder Singh Chadha and Mr. Charnjit Singh Chadha along with Person Acting in Concert Mr. Abhijit Shah is available in the Letter of Offer available on the Company's website.

32. SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

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

33. RELATED PARTY TRANSACTIONS

The contracts or arrangements made with related parties as defined under section 188 of the Companies Act, 2013 are detailed in the Financial Statement. For the year, no Related Party Transactions have occurred. Hence AOC 2 is not applicable.

34. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)fc) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have are no material departures;

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 as at 31st March, 2024 and of the profit or loss of the Company for that period;

c) They have taken proper and sufficient care 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) 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 were operating effectively;

"Internal financial control” 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.

f) They have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

35. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the year under review and as at 31st March, 2024, no application was made or any proceedings were pending under the Insolvency and Bankruptcy Code, 2016.

36. DISCLOSURE AS PER SECRETERIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

37. ACKNOWLEDGEMENT

Your Directors acknowledges the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company. The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come. The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2023-24.