Your Directors have pleasure in presenting their 49^th (Forty Ninth) Annual Report together with the Audited Financial Statement of the Company for the Year ended March 31, 2024.

FINANCIAL SUMMARY

During the year under review the Company has achieved the following financial results:

(Rs. in Lakhs)

STATE OF COMPANY’S AFFAIRS

The overall performance for the financial year ended 31st March, 2024 was satisfactory. During the year of operation, the Company has earned a revenue of Rs. 6459.53 lakhs (against Rs. 4543.51 lakhs previous year) and has registered a net profit of Rs 103.49 lakhs (against Rs. 84.55 lakhs previous year). However, your Directors are confident that the company will do much better in future and trying its level best to further improve its performance.

DIVIDEND

No dividend on equity shares recommended by the Board for the year ended 31st March, 2024 considering the future plans of the Company.

SHARE CAPITAL

(A) Authorised Share Capital

The Authorised Share Capital of the company stands at Rs. 70,000,000/- divided into 7,000,000 Equity Shares of Rs. 10/- each. During the year, there has been no change in Authorized Share Capital of the company.

(B) Issued, Subscribed and Paid -Up Share Capital

The Issued, Subscribed and Paid up Share Capital of the company stands at Rs. 57,070,620/-divided into 5,707,062 Equity Shares of Rs. 10/- each. During the year, there was no change in the issued, subscribed and Paid-up Share Capital of the company.

TRANSFER TO RESERVES

During the financial year 2023-24, the Company has not transferred any amount to its Reserves.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THETR PERFORMANCE AND FINANCIAL POSITION

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review. However, The Company has a holding company namely M/s Mystic Woodart Private Limited as on March 31, 2024 and holds 3152500 shares (55.24%) in your company. The details of the Holding Company are as follows:

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments occurred, which may affect the financial position of the Company, between the end of the financial year of the Company to which the financial statements relate and the date of the report.

INTERNAL CONTROL SYSTEM

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

CHANGE TN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no Change in the nature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

During the year under review, there was a Re-appointment of Mr. Subhash Jain (DIN:00176493) as a Director, who retires by rotation in the AGM held on 25^th day of September, 2023.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Rajbir Singh (DIN: 00176574), Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends his reappointment for consideration of the Members of the Company at the ensuing Annual General Meeting.

During the Year under review, Mr. Nand Kishore Sharma, Non-Executive - Independent Director, resigned from directorship w.e.f. 01.08.2023.

During the Year under review, Ms. Shilpy Chopra, Non-Executive - Independent Director, resigned from directorship w.e.f. 20.09.2023 and further appointed as an additional director in the Non-Executive-Non Independent category) w.e.f. 13.10.2023.

Further during the Year under review, Mr. Vishal Bhatnagar, Non-Executive - Independent Director, was appointed as an additional director w.e.f. 13.10.2023 and who hold the office till the ensuing Annual general Meeting of the company.

Key Managerial Personnel (KMP):

During the Year under review, Ms. Rashmi Baranwal was appointed as Company Secretary and Compliance officer of the Company w.e.f. 30.05.2023 and resigned from her post w.e.f. 24.08.2023.

Further, Ms. Somya Chaurasia was appointed as Company Secretary and Compliance officer w.e.f 14.09.2023

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the financial year 2023-24, Fourteen (14) Board Meeting were convened and held on 25.04.2023,

30.05.2023, 24.07.2023, 14.08.2023, 29.08.2023, 14.09.2023, 23.09.2023,13.10.2023 ,03.11.2023,

08.11.2023, 11.11.2023, 22.11.2023, 20.01.2024, & 13.02.2024. The gap between two meetings did not exceed 120 days.

PERFORMANCE EVALUATION OF NON - INDEPENDENT DIRECTORS

The performance evaluation of Chairman and the Non-Independent Directors were carried out by the Independent Directors, considering aspects such as effectiveness as Chairman, in developing and articulating the strategic vision of the company; demonstration of ethical leadership, displaying and promoting throughout the company a behaviour consistent with the culture and values of the organization; contribution to discussion and debate through thoughtful and clearly stated observations and opinions; creation of a performance culture that drives value creation without exposing the company to excessive risks.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The criteria for Director’s appointment has been set up by the Nomination and Remuneration Committee, which includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013(“the Act”).

COMPOSITION OF COMMITTEES

The Board has the following Committee during the period under review:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

AUDIT COMMITTEE

The Company has constituted an Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 as set out in the following table:

Meetings

During the financial year 2023-24, Four (4) meetings of the Audit Committee were held, as detailed herein below. The gap between two meetings did not exceed four /months.

The details of the meetings held and the attendance thereat of the Members of the Audit Committee are as detailed here in below:

NOMINATION AND REMUNERATION COMMITTEE

[Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision]

The Company has Nomination and Remuneration Committee as set out in the following table:

Meetings

During the financial year 2023-24, the Committee met Three times. The details of the meetings held and the attendance thereat of the Members of the Nomination and Remuneration Committee are as detailed herein below:

STAKEHOLDER RELATIONSHIP COMMITTEE

[Section 178 of Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provision)]

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of SEBI (LODR), 2015. It looks after the stakeholder’s grievances and redressal of investors’ complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of dividend etc.Committee is constituted as set out in the following table:

Meetings

During the financial year 2023-24, the Committee has met once in the year. The details of the meeting held and attendance there at of the Members of the Stakeholders Relationship Committee are as detailed herein below:

MEETING OF INDEPENDENT DIRECTORS

As required under Clause VII of Schedule IV of Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent directors of the Company shall hold at least one meeting in a year without the attendance of non-Independent Directors and members of management. Accordingly a separate meeting of Independent Directors was held on February 13, 2024 inter alia to discuss and review the performance of Non-Independent Directors and the board as a whole: review the performance and to assess the quality, Quantity and timeliness of flow of information. The Independent Directors have handed over the proceedings of the meeting to the Managing Director of the Company.

POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website www.autopinsindia.com.The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key polices that have been adopted by the company are as follows:

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Board of Directors has approved a Code of Conduct, which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management personnel are being provided appropriate training in this regard.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION. PROHIBITION AND RESDRESSAL) ACT, 2013

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act ,2013 your Company has taken the initiatives towards any action on the part of any executive, which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working in the premises of the Company. The Policy provides for protection against sexual harassment of woman at workplace and for prevention of such complaints.

Number of complaints pending as on the beginning of the period - NIL

Number of complaints filed during the financial period - NIL

Number of complaints pending as on the end of the period - NIL

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in “Annexure-1”.

AUDITORS

Statutory Auditor and their Report

At the 47^th (Forty Seventh) AGM held on September 28, 2022 of M/S Sanjay Rawal & Co., Chartered Accountants, (Firm Registration No. 012820N) were appointed as Statutory Auditors of the Company to hold office for a term of five consecutive financial year, from the conclusion of (Forty-Seventh) Annual General Meeting of the Company till the conclusion of the (Fifty Second) Annual General Meeting, on such remuneration as may be mutually agreed upon by the Board of Directors and the Auditors after consultation with the Audit Committee.

There are no qualifications or adverse remarks in the Auditor’s Report which require any clarification/explanation. The notes on financial statements are self-explanatory and needs no further explanation.

Secretarial Auditor and Their Report

As required under section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

Accordingly, M/s Parveen Rastogi & Co., Practicing Company Secretaries, was appointed as Secretarial Auditor for carrying out the secretarial audit of the Company for the Financial Year 2023-24. The Secretarial Audit report for the financial year ended 31^st March, 2024 is annexed with the Board’s report as Annexure 2

Cost Audit:

The requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company for the Financial Year 2023-24.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY TN THEIR REPORTS

The notes on account referred to in Auditor’s Report are self-explanatory and, therefore, do not call for any further comments under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The Secretarial Audit Report contains following observations along with management reply:

Internal Auditor

M/s Bhardwaj & Co. Chartered Accountant (FRN:003681N), Internal Auditor of the Company for the F.Y. 2023-24 according to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 to carry out the roles and responsibilities during the current financial year which are as follows:

• Evaluated and provided reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the organization’s objectives and goals to be met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organization’s operations, in terms of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given loan, Guarantees or invested under Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

DEPOSITS

During the period under review, the Company has not accepted any deposits from public and as such, no amount on account of principal and interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Your Directors confirm that no significant and/or material order(s) had been passed against the Company during the financial year 2023-24 which may adversely impact the status of ongoing concern and operations in future of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions entered during the period under review are disclosed in the Financial Statements of the company for the financial year ended March 31, 2024. These transactions entered were at an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as “Annexure-3”.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria as laid down under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore, there was no requirement to constitute and formulate a committee under Corporate Social Responsibility.

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

In pursuance to section 134 of the Companies Act, 2013, comments are required in relation to Conservation

of Energy, Technology Absorption as the company is engaged in manufacturing activities.

The details forming part of the extract of Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo are annexed herewith as Annexure 4.

LISTING REQUIREMENTS

The equity shares of your Company are listed with the BSE Limited and the Annual Listing Fees for the year 2023-2024 has already been paid to it.

DEMATERAILIZATION OF SHARES

The shares of your company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility for dematerialization of shares either of the Depositories as aforesaid.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Management Discussion and Analysis report is appended herein. The said report is part of the annual report as “Annexure-5”.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as its equity share capital is less than Rs.10 Crore and Net Worth is not exceeding Rs.25 Crores, as on the last day of the previous financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the Annual Accounts of the Company for the year ended 31^st March, 2024 that:

i. In the preparation of the accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. The Directors 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 the end of the financial year ended 31^st March, 2024, and of the profit of the Company for that year;

iii. The Directors had taken proper and sufficient care was taken 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;

iv. The Directors have prepared the Annual Accounts on a “going concern” basis;

v. The Directors, being a Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.; and

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

DETAILS OF FRAUD REPORTED BY AUDITORS

No fraud has been noticed or reported by the Auditors including secretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act, 2013 read with Companies (Amendment) Act, 2015.

ANNUAL RETURN

The Draft Annual Return for Financial Year 2023-24 as per provisions of the Act and Rules thereto, is available on the Company’s website at https://www.autopinsindia.com/wp-content/uploads/2024/08/Form-MGT-7-Annual-Return-2024.pdf

CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the certificate from Managing Director and Chief Financial Officer obtained and is attached in the said annual report.The said certificate is part of the annual report as “Annexure-6”.

SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares are processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15 days.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” and “Code of Conduct to Regulate, Monitor and Report Trading by Insiders”. “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information” prescribes the framework for fair disclosure of events and occurrences that could impact price discovery in the market for securities of the Company and “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” has been formulated to regulate, monitor and report trading by employees and other connected persons of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013

ACKNOWLEDGEMENT

The Company would like to thank all of its Stakeholders, including, inter alia, Suppliers, vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year. Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavours of the Company.

By Order of the Board For AUTO PINS (INDIA) LIMITED

Place: New Delhi Date: 30.08.2024

Sd/- Sd/-

RAJBIR SINGH SUBHASH JAIN

MANAGING DIRECTOR DIRECTOR

DIN: 00176574 DIN: 00176493

9 SOUTHERN AVENUE D-681-682, J J

MAHARANI BAGH, NEW COLONY, TIGRI, DELHI - 110065 NEW DELHI -

110062