Directors Report of LAPL Automotive Ltd.

Your directors have pleasure to present the 22^nd (Twenty-Second) Annual Report together with the Audited
Statement of Accounts of LAPL AUTOMOTIVE LIMITED ("the Company") for the year ended March 31^st, 2026.

FINANCIAL PERFORMANCE

The financial results of the Company for the Financial Year 2025-26 as compared with the previous Financial Year
are as under:

STATE OF THE COMPANY''S AFFAIRS

The Company is engaged in the business of manufacturing, trading, importing and exporting automobile parts and
ancillaries. The Company has been carrying on its business for over 22 years, and there was no change in the nature
of its business during the financial year ended 31st March, 2026.

The highlights of the Company''s performance during the financial year ended 31st March, 2026, as compared to
the previous financial year, are as under:

i. Revenue from Operations: Revenue from Operations for the financial year ended 31st March, 2026 stood at
?9,325.17 Lakhs, as against ?6,597.52 Lakhs for the financial year ended 31st March, 2025, representing a
growth of 41.34%.

ii. Other Income: Other Income for the financial year ended 31st March, 2026 was ?106.37 Lakhs, as compared to
?101.98 Lakhs for the financial year ended 31st March, 2025, representing a growth of 4.30%.

iii. Total Expenses: Total Expenses for the financial year ended 31st March, 2026 were ?8,263.60 Lakhs, as against
?5,983.78 Lakhs for the financial year ended 31st March, 2025.

iv. Profit Before Tax (PBT): Profit Before Tax for the financial year ended 31st March, 2026 stood at ?1,125.21
Lakhs, as compared to ?725.33 Lakhs for the financial year ended 31st March, 2025, representing a growth of
55.14%.

v. Net Profit After Tax (PAT): Net Profit After Tax for the financial year ended 31st March, 2026 was ?819.94
Lakhs, as against ?515.01 Lakhs for the financial year ended 31st March, 2025, representing a growth of 59.21%.

RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.
DIVIDEND

To conserve resources for the future growth of the Company, the Board of Directors does not recommend any
dividend for the current year.

The Company''s Dividend Distribution Policy is available on the website of the Company at
https://www.laplautomotive.com/corporate-governance.

HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the
year, during the year or at the end of the year.

SHARE CAPITAL

- The Authorised Share Capital as on 31st March, 2026 was INR 13,00,00,000/- divided into 1,30,00,000 Equity Shares
of INR 10/- each.

- The Paid up share capital as on 31st March, 2026 was INR 8,80,00,000/- divided into 88,00,000 Equity Shares of INR
10/-each.

Increase in Authorised Share Capital:

The Company has increased its Authorised Share Capital from INR 12,50,00,000/- (Rupees Twelve Crores Fifty
Lakhs only) to INR 13,00,00,000/- (Rupees Thirteen Crores only), divided into 1,30,00,000 Equity Shares of INR
10/- each, vide Shareholders'' Resolution passed on March 31, 2026.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year to which the financial statements relate and the date of this Report,
except for the following:

• The Company allotted 2,89,818 Equity Shares through private placement on 9th May, 2026.

• The Company received in-principle approval from BSE Limited dated 29th June, 2026 for listing of its
Equity Shares on the SME Platform of BSE ("BSE SME"). Subsequently, pursuant to the successful
completion of the Initial Public Offering ("IPO") of 34,46,400 Equity Shares, the Equity Shares of the
Company were listed and admitted to dealings on the BSE SME Platform on 13th August, 2026.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not invited or accepted any deposits other than exempted deposits
as prescribed under the provisions of the Companies Act, 2013 and the rules framed thereunder, as amended from
time to time. Accordingly, there are no particulars to report in respect of deposits falling under Rule 8(5)(v) and (vi)
of the Companies (Accounts) Rules, 2014.

However, during the financial year, the Company has borrowed money from the Directors of the Company
pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time,
and the said amount has not been given out of funds acquired by them by way of borrowing or accepting loans or
deposits from others.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of
the Notes to the financial statements provided in this Integrated Annual Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the Company''s business operations during the financial year ended 31st March, 2026.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)
Rules, 2014, are as follows:

Conservation of energy-

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption
by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all
locations and implement requisite improvements/changes in the process in order to optimize energy/ power
consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost
of operations. However, as a part of the Company''s conservation of energy programme, the management has
appealed to all the employees / workers to conserve energy.

Technology absorption-

i. The efforts made towards technology absorption: During the year, the company did not undertake any significant
efforts towards the absorption of new technology. While the company remains committed to exploring and
integrating innovative technologies in the future, no initiatives in this regard were implemented in the current
reporting period. Our focus during the year remained on optimizing existing processes and maintaining product
quality.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution;
During the year, our company, has realized several operational benefits despite no specific initiatives in technology
absorption. While no new technology has been adopted, our existing R&D efforts have focused on enhancing
existing product lines, catering to evolving consumer preferences, and exploring niche markets within the corn
industry.

iii. In case of imported technology- The Company has not imported any technology during the year;

iv. The expenditure incurred on Research and Development. The Company has not expended any expenditure
towards Research and Development during the year.

Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows are as follows:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

> RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Anita Neeraj Goyal, Non-Executive
Director, is liable to retire by rotation and, being eligible, has offered herself for re-appointment. Accordingly, the
re-appointment of Mrs. Anita Neeraj Goyal as Non-Executive Director of the Company is proposed at the 22nd
Annual General Meeting (AGM) of the Company.

> CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the Board of Directors and Key Managerial Personnel of the
Company.

> DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors, confirming that they meet the criteria
of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013, along with the rules
framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.

The Independent Directors are familiarized with their roles, rights, and responsibilities, as well as with the nature
of the industry and business model, through an induction program at the time of their appointment as Director
Additionally, they are kept informed through presentations on the economy and industry overview, key regulatory
developments, strategy, and performance, which are made to the Directors from time to time.

> BOARD OF DIRECTORS:

The Composition of the Board of Directors of the Company as on 31.03.2026 are as follows:

> DETAILS OF BOARD MEETINGS

During the year under review, the Board of Directors of Company met 18 (Eighteen) times. The details of the Board
Meetings and the attendance of the directors are provided in below table. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.

> DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby

confirm that:

a) In The Preparation of The Annual Accounts, The Applicable Accounting Standards Had Been Followed Along
with Proper Explanation Relating to Material Departures;

b) 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 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care 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) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

f) 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.

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its
committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through
a structured evaluation process covering the various aspects of the Board''s functioning such as composition of
board & committees, experience & competencies, performance of specific duties & obligations, governance issues
etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being
evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the
independent Director.

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide
better Corporate Governance & transparency, currently, your Board has three (3) Committees viz., Audit
Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee to investigate
various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and
delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Non-Executive Director as its
Member. The Chairman of the committee is Independent Director.

During the Financial year 2025-26, Two (2) meetings of audit committee held on 03^rd April 2025, and 17^th July 2025.

The Composition of Audit Committee and the details of meetings attended by members during the year are given
below.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD
ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and Non-executive Director
as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2025-26, One (1) meeting of the Nomination and Remuneration Committee was held on
10^th November 2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members
during the year are given below.

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, and Two Independent Director as its
members. The Chairman of the Committee is a Non-Executive Director.

During the Financial year 2025-26, One (1) meeting of Stakeholder Relationship Committee was held on 16^th January
2026.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members
during the year are given below:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended 31st March, 2026, the Company incurred CSR expenditure of INR 9,33,745/-
(Rupees Nine Lakhs Thirty-Three Thousand Seven Hundred Forty-Five only). The CSR initiatives of the Company
were undertaken in the areas of Promoting Education Activity, Education & Literacy, Health & Family Welfare,
Eradicating Hunger and Poverty, Agriculture and Rural Development, and Poverty Alleviation.

Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014 is given in Annexure I, outlining the main initiatives undertaken
during the year under review. Further, the Company has obtained a certificate from the Chief Financial Officer as
required under Section 135 of the Companies Act, 2013.

CSR Policy of the Company: The CSR Policy of the Company is available on the website of the Company at
https://www.laplautomotive.com/corporate-governance.

The projects undertaken by the Company are within the broad framework of Schedule VII of the Companies Act,
2013.

ANNUAL RETURN

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the
Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is
not required to be annexed herewith to this report. However, the Annual Return will be made available at the
website of the Company athttps:/ / www.laplautomotive.com/investor-relations

STATUTORY AUDITORS'' AND AUDITORS'' REPORT

M/s. C.N.A. & Associates, Chartered Accountants (Firm Registration No. 128929W), were appointed as the
Statutory Auditors of the Company to fill the casual vacancy caused during the financial year 2025-26, pursuant to
the provisions of Section 139(8) of the Companies Act, 2013. They hold office until the conclusion of the ensuing
Annual General Meeting.

The observations made by the Statutory Auditors in their Report, read together with the relevant notes to the
financial statements and the significant accounting policies, are self-explanatory and, therefore, do not call for any
further comments.

The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board of Directors, subject to the approval of the Members at the ensuing Annual General Meeting, has
proposed the appointment of M/s. C.N.A. & Associates, Chartered Accountants (Firm Registration No. 128929W),
as the Statutory Auditors of the Company for a period of 4 (Four) financial years, commencing from the conclusion
of the ensuing Annual General Meeting until the conclusion of the 26th Annual General Meeting, on such
remuneration as may be fixed by the Board of Directors in consultation with the Statutory Auditors.

INTERNAL AUDITOR

The provisions relating to the appointment of an Internal Auditor under Section 138 of the Companies Act, 2013
was not applicable to the Company for the year under review.

COST AUDITOR

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not
appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2025-26.

SECRETARIAL AUDITOR

The provisions of secretarial audit and appointment of secretarial auditor as required under section 204(1) of the
Companies Act, 2013 read with rule 9(1) of Companies (Appointment and Remuneration) Rules, 2014, was not
applicable to the company for the year under review.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature
of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.

PARTICULARS OF EMPLOYEES

During the year under review, the Company is not listed. Therefore, the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company''s internal control systems are commensurate with the nature of its business and the size and
complexity of operations. The organization is appropriately staffed with qualified and experienced personnel for
implementing and monitoring the internal control environment. The internal audit function reports to the Audit
Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.
These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are
approved by the Audit Committee in consultation with the Auditors.

EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee during the period.

RISK MANAGEMENT POLICY

Risk Management is an integral part of the Company''s business strategy. The Company governs the risk
management process through Risk Management Framework which is overseen by the Audit Committee and Board.
The Risk Management Framework covers integrated risk management mainly comprising of strategic risks,
financial risks, operational risks, reputation risks, investment risks, people risk, Legal and Regulatory Risks,
Compliance risks and other risks. The Board of Directors of the Company have designed Risk Management Policy
and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the
Company''s businesses and define a structured approach to manage uncertainty and to make use of these in their
decision-making pertaining to all business divisions and corporate functions.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an 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 related parties which may have potential conflict with the interest of the company at large. Your
directors draw your attention to notes to the financial statements for detailed related parties'' transactions entered
during the year. Accordingly, as per the third proviso to Section 188(1) of the Act, required approvals of the Board
or Members/ Shareholders have been obtained for such transactions.

The form AOC- 2 is attached as Annexure-II with this Report.

> POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the
transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction
has been available on the website of the Companyhttps:// www.laplautomotive.com/investor-relations

> BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in
terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the
opinion of the Board may threaten the very existence of the Company. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key
risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk
management is made available on the website of the company athttps:/ / www.laplautomotive.com/investor-
relations

> VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established vigil
mechanism by adopting a Whistle Blower Policy for the Directors and employees to report genuine concerns or
grievances. The administration of the vigil mechanism is ensured through the Audit Committee. The Policy may
be accessed on the Company''s website at the link. https:// www.laplautomotive.com/investor-relations

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee and affirms that no
Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were
received during the year.

> POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information.
The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the
website of the Company at https:/ / www.laplautomotive.com/investor-relations

> SECRETARIAL STANDARD

Your directors'' states that they have devised proper systems to ensure compliance with the Secretarial Standards
and that such system are adequate and operating effectively.

> OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government
and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year
impacting the going concern status and the Company''s operations in future.

> DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention,
prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims
to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a safe working environment, where
employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee)
under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and
complied with the provisions of the same.

The following is the Summary of sexual harassment complaints received and disposed off during the FY 2026:

DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications which are made by or against the company under The Insolvency and Bankruptcy
Code, 2016 during the year.

SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the
continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of
the Company viz. members, vendors, banks and other business partners for the excellent support received from
them during the year. The Directors place on record their sincere appreciation to all employees of the Company for
their unstinted commitment and continued contribution to the Company.

Registered Office: By Order of the Board of Directors of

Plot No. 90, Sector No. 05, Auric City, LAPL AUTOMOTIVE LIMITED

Shendra Industrial Area, Chikalthana Industrial Area,

Aurangabad, Maharashtra, India, 431006

Sd/- Sd/-

Date: 26^th August, 2026 Neeraj Satyaprakash Goyal Shubham Neeraj Goyal

Place: Chhatrapati Sambhajinagar Managing Director Executive Director

DIN: 00871808 DIN: 08824458