Your Directors are pleased to present the 14^th Annual Report on the business and operations of
Voler Car Limited (Formerly known as Voler Car Private Limited) (“the Company/your
Company”) together with the Audited Financial Statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures
are given hereunder:

(Amount in INR}

2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS:

Standalone:

The Highlights of the Company’s performance for the year ended March 31, 2024 are as
under:

• Total revenue of the Company during the year was Rs. 31,45,14,579/- as opposed to revenue
of Rs. 26,26,77,590/- in the previous year.

• Profit before Depreciation Interest and Tax (PBDIT) during the year was
Rs. 7,19,54,279/- as opposed to PBDIT of Rs. 3,22,95,541/- in the previous year.

• Profit Before Tax (PBT) during the year was Rs. 7,26,23,027/- as opposed to a PBT of Rs.
2,35,88,207/- in the previous year.

• Profit during the year was Rs. 8,36,10,403/- as opposed to a Profit of Rs. 2,35,88,207/- in the
previous year.

3. SHARE CAPITAL:

During the period under review, Company has not offered, issued or allotted any securities or
issued letters, coupons and warranties.

As on March 31, 2024, the issued, subscribed and paid up share capital of your Company
stood at Rs. 14,83,070/- comprising of 1,48,307 Equity Shares of Rs. 10 /- each.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business of the Company.

5. DIVIDEND:

No dividend was declared for the current financial year. The Board does not recommend any
dividend on equity shares of the Company for the year ended March 31, 2024.

6. TRANSFER TO RESERVES:

During the year under review, a profit of Rs. 8,36,10,403/- (Eight Crore Thirty-Six Lakhs Ten
Thousand Four Hundred and Three) is being transferred to the Reserves & Surplus account.

7. BONUS SHARES:

During the financial year under review, the Company did not declare any Bonus Shares and
hence no information as per the provisions of Section 63 of the Companies Act, 2013 read
with applicable rules is furnished.

8. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by regulators, courts or tribunals
impacting the Company’s operations in future.

9. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public.
Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on
31st March, 2024. Subsequently, no default has been made in repayment of deposits or
payment of interest thereon during the year.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
unclaimed dividend up to date.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report. There has been no
change in the nature of business of the Company.

12. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES:

During the year under review, your Company did not have any Subsidiaries, Associate or
Joint Venture Company.

13. CORPORATE OFFICE OF THE COMPANY

The Corporate Office of the Company is maintained at Room No. 608, 6^th Floor, Merlin
Infinite, DN 51, Sector V, Salt Lake, Bidhan Nagar, CK Market, North 24 Parganas, West
Bengal - 700091, India.

14. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any subsidiary, joint venture or associate Company and hence
Consolidated Financial Statements of the Company are not required to be prepared.

15. SECRETARIAL STANDARDS:

The Directors state that all the applicable Secretarial Standards, have been duly followed by
the Company.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013,
your Directors hereby state and confirm that:

• In the preparation of the annual accounts for the year ended March 31,2024, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same;

• 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 as at March 31, 2024 and of the profit of the
Company for the year ended on that date;

• The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the annual accounts on a ‘going concern’ basis;

• The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

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

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel, or other designated persons which may have a potential conflict with
the interest of the Company at large during the year under review.

18. CORPORATE SOCIAL RESPONSIBILITIES:

The Company has not implemented or formulated any policy on Corporate Social
Responsibility as the provisions of section 135 of the Companies Act, 2013 and rules made
there under are not applicable to the Company.

19. RISK MANAGEMENT:

The Company has adequate internal controls in place at various functional levels and does
not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping
in view the nature and size of its business.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of Directors as on date of this report comprised of the following Directors:

None of the directors of the Company are disqualified as per the provisions of Section 164(2)
of the Companies Act, 2013.

Following are the KMP's of the Company in terms of Section 203 of the Companies Act,
2013:

21. EMPLOYEE STOCK OPTION SCHEME:

During the financial year under review, the Company did not have any Employees Stock
Option Scheme for its employees/ directors and hence no information as per the provisions
of Section 62(1 )(b) of the Companies Act, 2013 read with applicable rules is furnished.

22. AUDITORS:

a) Statutory Auditors

The Statutory Auditor of the Company i.e. Sumit Shah & Co. LLP (Firm Registration No.
32779IE) who was appointed for the financial years 2019-20 to 2023-24 resigned due to
personal reasons with effect from 24 April, 2024. Subsequently, the casual vacancy was filled
with the appointment of Goyal Goyal & Co. (Firm Registration No. 015069C) pursuant to the
relevant provisions of the Companies Act, 2013 on 20 May, 2024 for the audit of the financial
year 2023-24.

b) Cost Auditors

The Company is not required to appoint Cost Auditor as it does not fall within the purview
of Section 148 of the Companies Act, 2013 and rules made there under and hence it is not
required to conduct Cost Audit.

c) Secretarial Auditor

The Company is not required to appoint Secretarial Auditor as it does not fall within the
purview of Section 204 of the companies Act, 2013 and rules made there under and hence it
is not required to conduct Secretarial Audit.

d) Internal Auditor

The Company is not required to appoint Internal Auditor as it does not fall within the purview
of Section 138 and rules made there under and hence it is not required to conduct Internal
Audit.

23. AUDITORS REPORT:

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and
do not call for any further comments.

There were no qualifications, reservations or adverse remarks made by the auditors in their
report.

24. MEETINGS OF THE BOARD:

During the year, 5 (five) meetings of the Board of Directors of the Company were held and
the gap between the said meetings did not exceed the limit of 120 days, as prescribed under
the relevant provisions of the Companies Act, 2013, the relevant Rules made there under.

The Board Meetings were held on the below mentioned dates:

1. 18^,h May, 2023

2. 26^th July, 2023

3. 22^nd November, 2023

4. 15^th March, 2024

5. 26^th March, 2024

Details of the attendance of the Directors at the Board meetings held during the year ended
31^st March, 2024 are as follows:

Name of the Director Number of Board Meetings

Held Attended

Vikas Parasrampuria 5 5

Pawan Parasrampuria 5 5

Sachin Punni NA NA

Pankaj Jhawar NA NA

Shristi Garg NA NA

25. AUDIT COMMITTEE:

The Audit Committee comprises of following Directors:

26. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination, Remuneration and Compensation Committee comprises of the
following Directors:

27. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of following Directors:

28. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK
PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Management is pleased to inform that no complaints pertaining to sexual harassment
were received during the period under report.

30. VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder is implemented through the Company’s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for
the Directors and employees to report concerns about unethical behaviour, actual or suspected
fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards
against the victimization of employees who avail of the mechanism and provides direct access
to the Chairperson of the Audit Committee in exceptional cases. The policy of vigil
mechanism is available on the Company’s website.

31. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES
GIVEN AND SECURITIES PROVIDED:

Particulars of loan or guarantee given or securities provided or investments made as covered
under Section 186 of the Companies Act, 2013, are given in the notes to the financial
statements for the year ended 31^st March, 2024.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are as follows:

• The Particulars regarding Conservation of Energy.

As the Company is not covered in the list of industries required to furnish information in
Form “A” relating to the conservation of Energy, the same is reported to be Nil. However,
the Company takes all possible measures to conserve energy.

• The Particulars regarding Technology Absorption. Adaptation and Innovation,

The particulars regarding Technology Absorption, Adaptation and Innovation are reported
to be Nil.

• Foreign exchange earnings and Outgo (1NR).

Foreign Exchange Earnings during the Financial Year 2023-24 were Nil.

Foreign Exchange Outgo during the Financial Year 2023-24 were Nil.

33. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company shall be
available on the website of the Company when it is operational.

34. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares to employees (including sweat equity shares and any Employees: Stock
Option Scheme) of the Company.

• 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.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

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

No material order was passed during the year by the regulators or courts or tribunals impacting
the going concern status and Company's operations in future.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR
ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 are not applicable to the Company

37. 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

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 are not applicable to the Company.

38. ACKNOWLEGEMENT;

The Board of Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. The Board of Directors also
wish to place on record its deep sense of appreciation for the committed services by the
Company's executives, staff and workers.

For and on behalf of the Board of Directors of

\

VOLER CAR LIMITED

M Wkata&J

a, kfanM \

-—-yy

PAWAN PARASRAMPURIA VIKAS PARASRAMPURIA

(DIN: 01731502) (DIN: 0314349$)

Managing Director Whole-Time Director