BOARD'S REPORT

Dear Members,

The Board of Directors are pleased to present Thirty Fifth Annual Report along with the audited financial statements for the financial
year ended March 31,2023.

FINANCIAL RESULTS

The financial performance of the Company on standalone basis for the year ended March 31,2023 is summarized below:

FINANCIAL REVIEW AND HIGHLIGHTS

During the financial year 2022-23, the performance of the
company has improved and the Company could successfully
achieved the positive year-end results. The highlights of the
standalone financial statements for the year are as under:

• The Company sold 25,549 vehicles in FY 2022-23 in
compare to 16,061 in previous year. Thus, sale of the
Company increased by 59.07%.

• The Company has achieved total revenue from operations
of Rs.47,470 Lacs in FY 2022-23 in compare to Rs.29,382
Lacs in FY 2021-22. Thus it is increased by 61.56%.

• Export revenue of the Company increased to Rs.4,098
Lacs in compare to Rs. 2,562 Lacs in Previous year. Thus it

is increased by 59.95%

• Profit before depreciation, interest and tax reached to
Rs.2,591 Lacs against the loss of Rs.1,916 Lacs in
previous year.

• Profit before taxes reached to Rs.598 Lacs compare to
loss before tax of Rs.3,249 Lacs in previous year.

• Net Profit after tax reached to Rs.440 Lacs compare to net
loss after tax of Rs.2,487 Lacs previous year.

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

DIVIDEND

Considering the future need of the fund for business operations of

the Company, the Board of Directors of the Company does not
declare dividend for the year ended March 31,2023.

CAPITAL STRUCTURE AND PREFERENTIAL ISSUE OF
WARRANTS

Upon receipt of necessary approvals of the members of the
Company, stock exchanges, the Company has issued made a
preferential issue of warrants of Rs.115 Crore during the year.
Upon receipt of an amount aggregating to Rs.28.75 Crore, being
25% of the total consideration payable (“Warrant Subscription
Price"), the Securities Allotment Committee of the Board of
Directors of the Company at its meeting held on November 15,
2022 allotted 58,08,080 Fully Convertible Warrants (“Warrants")
to Shri Jayantibhai J Chandra, M/s. Khushbu Auto Private Limited
and Mr. Vijay K Kedia (collectively called the "Allottees") on
preferential issue basis with a right to the warrant holders to
apply for and be allotted 1 (one) equity share of Rs.5/- each of the
Company at an issue price of Rs.198/- per share (including
premium of Rs.193/- per share) for each warrant, within a period
of eighteen months from the date of allotment of the said
warrants in compliance with the provisions of the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018.

During the year under review, the paid up share capital increased
from Rs.10,97,16,000/- (Rupees Ten Crore Ninety Seven Lac
Sixteen Thousand Only) divided into 2,19,43,200 equity shares of
Rs.5/- each to Rs.11,93,96,135/- (Rupees Eleven Crore Ninety
Three Lac Ninety Six Thousand One Hundred and Thirty Five Only)
divided into 2,38,79,227 upon allotment of 19,36,027 equity
shares against receipt of exercise price aggregating to Rs.28.75

Crore on 19,36,027 warrants. Further, the Securities Allotment
Committee of Board of Directors of the Company at its meeting
held on June 26, 2023 allotted 21,71,717 equity shares against
receipt of exercise price aggregating to Rs.32.25 Crore on
21,71,717 warrants. Thus, the Company has received Rs.89.75
Crore out of preferential issue of Rs.115 Crore and the remaining
amount is expected to be received soon.

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

As on March 31, 2023, the company's authorised share capital
was Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into
3,00,00,000 (Three Crore only) equity shares of Rs.5/- (Rupees
Five only) each. During the year under review, there is no change
in authorized share Capital.

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

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as "Listing Regulations") and applicable provisions of
the Companies Act, 2013 read with the rules issued thereunder,
the Consolidated Financial Statements of the Company for the
financial year 2022-23 have been prepared in compliance with
applicable Accounting Standards and on the basis of audited
financial statements of the Company and its subsidiary
companies, as approved by the respective Board of Directors.

In accordance with Section 136 of the Act, the financial
statements, including consolidated financial statements, if any,
auditor's report and every other document required by law to be
annexed or attached to the financial statements are available for
inspection at Registered Office of the Company during business
hours on all days except Saturdays, Sundays and public holidays
upto the date of the AGM. Any member desirous of obtaining a
copy of the said financial statements may write to the Company
Secretary at the Registered Office of the Company. The financial
statements including consolidated financial statements of
subsidiaries and all other documents required to be attached to
this report have been uploaded on the website of the Company at
https://atulauto.co.in/subsidiaries-reports.aspx

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND
JOINTVENTURES

Pursuant to provisions of Section 129(3) of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements of the
Company's subsidiaries, Associates and Joint Ventures in Form
AOC-1 is attached to the consolidated financial statements.

During the year under review, there are no companies which have
become or ceased to be its Subsidiaries, joint ventures or
associate companies. The Company does not have any Associate
Company or Joint Venture. The performance of subsidiary
companies during financial year 2022-23 are as under:

Khushbu Auto Finance Limited

Khushbu Auto Finance Limited (“KAFL") a Non-Banking Finance
Company categorized as Investment and Credit Company (NBFC-
ICC), earlier Asset Finance Company (AFC) is wholly owned
subsidiary of the Company. KAFL is primarily in the business of
financing of three-wheelers of Atul Auto Limited and two-
wheelers of various brands. KAFL provides the finance to the

customers of Atul Auto Limited in the regions where other
financers are not available.

With more than 20% growth in business, FY 2022-23 has been a
remarkable year for KAFL. The revenue from financing activities
showed a strong growth of 20% and the bottom line for reflected a
significant increase of 140% with profit of Rs.389 lakhs.

With COVID effect averaging out in market, total disbursement for
FY 22-23 stood at Rs.116.51 Crore.

KAFL has opened 17 new location in the year 22-23 covering a
total of 12 states resulting in presence at total 53 locations at the
end of the year.

As per explanation provided under the Regulation 24 of the SEBI
(Listing Obligations and Disclosure Requirements) regulations,
2015, the term “material subsidiary" shall mean a subsidiary,
whose income or net worth exceeds twenty percent of the
consolidated income or net worth respectively, of the listed entity
and its subsidiaries in the immediately preceding accounting
year. KAFL, wholly owned subsidiary of the Company is to be
considered as unlisted material subsidiary since net-worth of
KAFL is more than 20% of net-worth of the Company as on March
31,2022.

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

Atul Green Automotive Private Limited

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

The Investment in share capital of Atul Green Automotive Private
Limited was Rs.45 Lacs as on March 31,2023. Its revenue during
the year was Rs.114 Lacs and earned after tax profit of Rs.7 Lacs.

Atul Greentech Private Limited

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

At the end of financial year 2022-23, the investment in share
capital of AGPL was Rs.999.99 Lacs. In the month of May 2022,
AGPL has raised Rs.15 Crore by way of allotment of 25,00,000
equity shares of Rs.10/- each at a price of Rs.60/- each (evaluated
by Registered Valuer) on private placement basis to the
shareholder/s other than the Company including Mr. Vijay K
Kedia, Non-Executive Director of the Company. Post-allotment,
the Company holds eighty percent stake in AGPL.

AGPL announced its foray into the electric space with the
unveiling of 2 electric three-wheelers, Atul Mobili & Atul Energie
at the Auto Expo 2023 in New Delhi. Atul Mobili is a passenger
vehicle and Atul Energie is a cargo variant with distinct looks,
robust build quality and powerful performance.

During the year, AGPL has collaborated with Honda Power Pack
Energy India Pvt. Ltd. and Valeo to develop the prototype Cargo
and Passenger three wheeler with the most reliable Honda Mobile
Power Pack e: Swap & Valeo powertrain system. AGPL would
launch the e-vehicle after successful completion of field trials.
The vehicle with swapping battery will be equipped with Valeo's

integrated compact electric powertrain system. This world class
swappable solution from AGPL will enable our fleet and individual
customers to lower the Total Cost of Ownership and up front
capital expenditure.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of the loans given, investment made or guarantee
given pursuant to section 186 of the Companies Act, 2013 and the
purpose for which the loan or guarantee or investment is
proposed to be utilized by the recipient of the loan or guarantee
are provided in Note No. 45 to the Standalone Financial
Statements. These loan, guarantee and investments are in
compliance with section 186 of the Companies Act, 2013.

No security has been provided during the year 2022-23.

LIQUIDITY

The Company has cash and cash equivalents of Rs.336 Lacs as on
March 31,2023. Moreover, the Company has sanctioned working
capital facilities Rs.3000 Lacs from IDBI Bank, Rs.750 Lacs from
ICICI Bank and pre/post shipment credit facilities of USD 3.50
Million or equivalent INR from Export Import Bank of India as on
March 31,2023 to meet the liquidity requirement.

TERM DEBT

The company has been sanctioned a term loan of Rs.90 Crore
from EXIM Bank, for part financing the green field project at
Bhayla, Dist. Ahmedabad from which the company has utilised
Rs.7500 Lacs as on March 31,2023 only. Out of the proceeds of the
preferential issue, the Company has started pre-payment and the
same has been pre-paid in full in FY 2023-24. Now, it's Debt free
company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

During the year under review, the first term of Shri Mohan Jit
Walia and Shri Jaichander Swaminathan as Independent
Directors of the Company has been completed on August 09, 2022
and August 25, 2022 respectively and as they further qualifies and
being eligible, on the recommendations of the Nomination and
Remuneration Committee of the Company, the Board of Directors
has reappointed Shri Walia by passing the resolution through
circulation on August 08, 2022 and Shri Swaminathan at its
Meeting held on August 13, 2022, for three more years i.e. upto
August 08, 2025 and August 24, 2025 respectively and the same
has been approved by shareholders at its Thirty Fourth Annual
general Meeting held on September 27, 2022.

Further, the Board at its meeting held on August 11, 2023 has
accepted the Resignation of Shri Vijay Kumar Goel (DIN:
05014980) from the post of Independent Director w.e.f. close of
business hours on June 02, 2023 in compliance with section 168
of the Companies Act, 2013 and to fill this casual vacancy, the
Board, on the recommendations of Nomination and Remuneration
Committee, appointed Shri Gurudeo M Yadwadkar (DIN:
01432796) as Additional Independent Director with effect from
August 11, 2023 and it is proposed to regularize him in ensuing
Annual general Meeting of the Company. The Company has, in
terms of Section 160(1) of the Act, received in writing a notice from
Member, proposing his candidatures for the office of Independent
Director. His brief profile is annexed to the notice of AGM.

The Board at its meeting held on May 20, 2023 appointed Shri
Jayantibhai J Chandra as Chairman and Whole-time Director (DIN:
00057722) (Holding the position of Chairman and Managing
Director) with effect from June 01, 2023 and appointed of Shri
Neeraj J Chandra as Managing Director (DIN: 00065159) (Holding
the position of Whole-time Director) with effect from June 01,
2023. The company has issued the postal ballot notice dated July
13, 2023 for seeking approval of shareholders for the said
appointments.

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

NUMBERS OF MEETINGS OF BOARD

The Board met six times during financial year 2022-23, the details
of which are provided in the Corporate Governance Report. The
gap between any two meetings was within the period prescribed
by the Act and the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March
31,2023:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

d. Risk Management Committee

e. Securities Allotment Committee

As the liability for CSR for FY 2022-23 for the Company was
Rs.14,13,487/-, the Board of directors at its meeting held on May
27, 2022 dissolved the CSR Committee. The details of the
Committees along with their composition, number of meetings
and attendance at the meetings are provided in the Corporate
Governance Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company
empowers the Nomination and Remuneration Committee to
formulate a process for evaluating the performance of Individual
Directors, Committees of the Board and the Board as a whole.

In terms of the requirement of the Companies Act, 2013 and the
SEBI Listing Regulations, an annual performance evaluation is
undertaken. The details of the evaluation process, parameters
etc. are set out in the Corporate Governance Report which forms a
part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013, the Directors, based on the information and
representations received from the Board of Directors confirm
that:

a. in the preparation of the annual accounts for the financial
year ended March 31, 2023, the applicable accounting
standards had been followed and there are no material
departures from the same;

b. they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at March
31,2023 and of the Profit of the company for that period;

c. they have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of
adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;

d. they have prepared the annual accounts on a going
concern basis;

e. they have laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and are operating effectively during
the financial year ended March 31,2023; and

f. they had devised proper systems to ensure compliance
with the provisions of all applicable laws and such
systems were adequate and operating effectively
throughout the financial year ended March 31,2023.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

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

AUDITORS AND AUDITORS' REPORT
Statutory Auditors

M/s. Maharishi & Co., Chartered Accountants (ICAI Firm
Registration No. 124872W) (“Existing Auditors") were appointed

as statutory auditors of the Company at Thirty Fourth AGM to hold
office upto thirty ninth AGM of the Company to audit the financial
statements from FY 2022-23 to FY 2026-27. They have confirmed
that they are not disqualified from continuing as Auditors of the
Company. The peer review certificate of M/s. Maharishi & Co. is
valid upto May 31,2025.

The Auditors' Reports for the financial year ended March 31,2023
on the financial statements (Standalone and consolidated) of the
Company is a part of Annual Report. The auditors' report does not
contain any qualification, reservation or adverse remark.

During the year under review, the tenure of five year as Statutory
Auditors of the Company has been completed by M/s. Kamlesh
Rathod & Associates, Chartered Accountants (ICAI Firm
Registration No. 117930W) on the conclusion of the thirty forth
AGM of the Company held on September 27, 2022.

Secretarial Auditors

The Board of Directors of the Company at its Meeting held on May
20, 2023 has appointed CS Hardik Hudda (ICSI Membership No.:
A39621, CP No.:14697), Proprietor of M/s. Hardik Hudda &
Associates in whole time practice having valid peer review
certificate No.1805/2022 to undertake the Secretarial Audit of the
Company for the financial year 2022-23. The Secretarial Audit
Report for the financial year ended March 31, 2023 is set out in
Annexure [A] to this report. Further, the Secretarial Audit Report
for the financial year ended March 31, 2023 of Khushbu Auto
Finance Limited (Material Unlisted Subsidiary of the Company) is
set out in Annexure [B] to this Report as per requirement of
regulation 24A of the SEBI Listing Regulations. The secretarial
auditors' report does not contain any qualification, reservation or
adverse remark except non-appointment of internal auditors
which have been appointed now.

The Company is not required to get its cost records audited for the
financial year 2022-23.

REPORTING OF FRAUDS BY AUDITORS

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

INTERNAL FINANCIAL CONTROLS

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

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the financial year
2022-23 were on arm's length basis and in the ordinary course of
business and that the provisions of Section 188(1) of the
Companies Act, 2013 and the Rules made thereunder are not
attracted. Thus, disclosure in Form AOC-2 in terms of Section 134
of the Companies Act, 2013 is not required. Further, there is no
material transaction with any related party during the year under
review. The Company complies with the policy on related party
transactions while identification and monitoring it.

All transactions with related parties were reviewed and approved
by the Audit Committee and are in accordance with the Policy on

Related Party Transactions formulated by the Company. There are
no materially significant related party transactions that may have
potential conflict with interest of the Company at large.

During the year, the Company has obtained the approval of the
shareholders through postal ballot on April 22, 2023 to material
related party transactions with Atul Greentech Private Limited,
Subsidiary of Company (i) to provide/ extend guarantee to lending
banks/ financial institutions up to a maximum aggregate amount
which shall not exceed Rs.125 Crore at any point of time during
the period of five years w.e.f. FY 2023-24 and (ii) to sale/ supply of
goods and rendering of services including jobwork up to a
maximum aggregate amount Rs.125 Crore during a financial year
2023-24 with an increase of 25% on the previous year limit year
on year upto FY 2027-28.

All related party transactions are placed before the Audit
Committee as also to the Board for review and approval. Omnibus
approval of the Audit Committee was obtained for transactions
which are of repetitive nature. Transactions entered into pursuant
to omnibus approval are reviewed by Audit Committee and a
statement giving details of all related party transactions are
placed before the Audit Committee and the Board for review on a
quarterly basis. The Company has made necessary modifications
to the said policy in line with the amendments introduced by the
SEBI (Listing Obligations and Disclosure Requirements) (Sixth
Amendment) Regulations, 2021.

The details of the related party transactions as per Indian
Accounting Standards (Ind AS) - 24 are set out in Note No. 41 to the
Standalone Financial Statements of the Company.

ANNUALRETURN

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

EMPLOYEE AND RELATED DISCLOSURES

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

During FY 2022-23, there was no such employee in the Company
who employed throughout the year and was in receipt of
remuneration of not less than one crore and two lakh rupees or
not less than eight lakh and fifty thousand rupees per month if
employed for a part of the financial year. Further, there is no such
employees who was in receipt of remuneration in excess of drawn
by the managing director or whole-time director or manager and
holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company.

Details of top ten employee as per Rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are available at the Registered Office of
the Company during working hours, 21 days before the Annual
General Meeting and shall be made available to any Shareholder
on request. Such details are also available on your Company's
website https://atulauto.co.in/subsidiaries-reports.aspx

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act, read with Rule 5(1) of

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has always laid emphasis on progress with social
commitment. We believe strongly in our core values of
empowerment and betterment of not only the employees but also
our communities. Following this principle, the Company had laid
the foundation of a comprehensive approach towards promoting
and facilitating various aspects of our surrounding communities.
The Company has undertaken projects in the area Eradicating
Hunger and Poverty. These projects are in accordance with
Schedule VII of the Companies Act, 2013 and the Company's CSR
policy. The Report on CSR activities which is reviewed by the
Board at its meeting held on May 20, 2023 as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as Annexure [D] and forms an integral part of this Report.

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

CREDIT RATING

During the year under review, CRISIL Limited, the Credit Rating
Agency, has assigned CRISIL BBB /Negative (Downgraded from
'CRISIL A-/Stable') to long term bank facilities and CRISIL A2
(Downgraded from 'CRISIL A2 ') to short term bank facilities of
the Company. Further, CRISIL Limited, the Credit Rating Agency,
has assigned CRISIL BBB /Stable (Outlook revised from
'Negative'; Rating Reaffirmed) to long term bank facilities and
CRISIL A2 (Reaffirmed) to short term bank facilities of the
Company vide its letter dated August 02, 2023.

Further, CRISIL Limited has also withdrawn its rating on the
Rs.71.46 crore long-term bank facility on the request of the
company as the same has been paid in full. This is in line with the
withdrawal policy of CRISIL Ratings.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
ANDOUTGO

The particulars of conservation of energy, research and
development, technology absorption and foreign exchange
earnings and outgo in terms of Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 for the year
ended March 31,2023 are annexed to this report as Annexure [E].

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

The Company has Risk Management Committee with the
following Members as on March 31,2023:

Mahendra J Patel Member

Neeraj J Chandra Member

Jaichander Swaminathan Member
Hiren V Patel Member

Some of the risks that the Company is exposed to are: Financial
Risk, Commodity Price Risk, Regulatory Risk, Human Resource
Risk, Strategic Risk, Pandemic Risk etc.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on April 10, 2015 by the Central
Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India (ICSI), the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) came into effect from July 1, 2015. The
Company is in compliance with the same.

INDIAN ACCOUNTING STANDARDS

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

OTHER DISCLOSURES

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

• The Board of Director of the Company has not proposed any
amount for transfer to the reserve for the financial year
ended March 31,2023.

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

• The phase-II of Bhayla (Dist. Ahmedabad) Plant has been
commenced.

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

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

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

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

• No application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the financial
year ended March 31,2023.

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

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

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

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

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

• The details of difference between amount of the valuation
done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with the reasons thereof - Not Applicable

APPRECIATION

Your Directors wish to convey their gratitude and place on record
their appreciation for all the employees at all levels for their hard
work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to dealers,
shareholders, vendors, bankers, business associates, regulatory
and government authorities for their continued support.

For and on behalf of the Board of
Atul Auto Limited

Neeraj J Chandra Mahendra J Patel

Managing Director Whole-time Director & CFO

DIN: 00065159 DIN: 00057735

Place: Bhayla (Dist. Ahmedabad)

Date: August 11, 2023