Directors Report of Zelio E-Mobility Ltd.

Mar 31, 2024

The Directors of Zelio Auto Private Limited, submit their 3rd Annual Report together
with Audited Statement of Accounts of the Company for the year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS:-

Particulars	2023-24 94,89,833.57	2022-23
Sales and Other Income		51,62,300.39
| Profit before finance cost and depreciation Finance Cost Profit before Depreciation Depreciation Profit before tax	9,25,689.74 1.04,354.24 8,21,335.50 57,936.94 i 7,63,398.56 ¦	4,42,041.59 50,099.55 3.91.942.04 21,191.97 3,70,750.07 j
		]
Provision for Income Tax:-
s Current Tax	1,26,968.70	64,888.20 ''
Deferred Tax Liability / (Asset)	4,542.06	(794.42) i
Profit after Tax	6,31,887.80	3,06,656.29
		j
EPS .. .	2,106.29	.1,022.19
DEPS	2,106.29 ''	1,022.19

2. DIVIDEND:

Considering the financial needs of the Company, the Directors do not recommend the
payment of dividend.

3. NUMBER OF BOARD MEETINGS:

There were 10 (Ten) meetings of Board of directors of the company during the
financial year 2023-24.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

There was no change in the directorship of the company during the year under
review.

5. COMPANY POLICY RELATING TO DIRECTOR’S APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:-

The provisions of section 178(1) relating to constitution of Nomination and
Remuneration Committee are not applicable to the company.

6. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:-

The provisions regarding Corporate Social Responsibility are not applicable to the
company.

7. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:-

The company does not have Subsidiary, Joint Venture or Associate company during
the year under review.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:-

During the year no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company operations in future.

9. CHANGES IN SHARE CAPITAL:

The company has not issued any shares during the year under review.

10. FIXED DEPOSITS

The company has neither accepted nor renewed any deposits during the year under
review. The company has received unsecured loan from directors and relatives as per
provisions of the companies act and details of the unsecured loan disclosed in the
balance sheet. The company has made fixed deposit with bank disclosed in the
balance sheet.

11. TRANSFER TO RESERVES AND SURPLUS:

The company has transferred Rs.6,31,887.80 (Hundred) to the Reserves and Surplus
during the financial year.

12. AUDITORS'' REPORT:

The observation of the Auditors in their report and notes attached to the Accounts are
self-explanatory and do not require any further clarification.

13. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:-

Auditor Report:-

There is no adverse comment on the Auditor Report.

14. STATUTORY AUDITORS:

The existing Statutory Auditors M/s. Murari Garg & Co., Chartered Accountants, Hisar
(Firm Regn.No.013241N) were appointed for a period of 5 years in the annual general
meeting held on 30-09-2022 and are eligible for re-appointment, subject to ratification
of members at ensuing annual general meeting of the company. They have confirmed
their eligibility and willingness for the next term from the conclusion of ensuing annual

general meeting to the conclusion of next annual general meeting. The Board of
Directors, therefore, recommends ratification of appointment of the statutory auditor
for financial year 2024-25.

15. DIRECTOR’S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirm and submit the
Directors'' Responsibility Statement:

(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 had 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 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities:

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

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

Information pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014:-

A. Conservation of Energy :

At all the sites of the company the consumption of power is regularly monitored and
necessary measures are taken to regulate the consumption.

B. Technology Absorption :

During the year under review, there is no expenditure on Technology Absorption and
on Research and Development

C. Foreign Exchange Earnings and Outgo:-

Total Foreign Exchange used during the year under review

a. ) USD 8,825.88 (in hundreds)

b. ) CNH 3,01,241.14 (in hundreds)

Total Foreign Exchange earned during the year under review=NIL

17. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire riot earthquake, terrorism, loss of profits, etc. and other risk which considered necessary
by the management

18. RISK MANAGEMENT POLICY:-

There are no elements of risks which in the opinion of the Board may threaten the
existence of the company.

^{19 PLACING OF COPY OF ANNUAL RETURN ON THE WEB SITE OF THE COMPANY}

As required pursuant to section 92(3), 134(3)(a) of the Companies Act 2013 the
Company has placed the annual return for the year 2023-24 at web address i.e.www.zelioebikes.com

20. MAINTENANCE OF COST RECORDS:-

The company has made and maintained prescribed cost records as specified by the central
government under sub section (1) of section 148 of the Companies Act, 2013.

21. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE -

The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace

(Prevention, prohibition and Redressal)Act,2013.

22. ADEQUACY OF FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL

The company has in place adequate internal financial controls with reference to

financial statements During the year under review such controls were tested and no
reportable material weakness in the design or operation was observed.

23. TRANSFER OF AMOUNTS TO investor education and protection

There were no found which were required to be transferred to investor Education and Protection Fund (EPF)

24. PARTICULARS OF EMPLOYEES :-

None of the employee was drawing remuneration in excess of the limits laid by the

provisions of rules 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 Remuneration of

25. PARTICULARS OF LOANS,GUARANTEES OR INVESTMENT UNDER SECTION

186;

There is no loan and Investments made by the company to other body corporate or
persons during period under report. .

26. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
REFERRED TO IN SUB SECTION (1)OF SECTION 188 IN THE PRESCRIBED
FORM.

Details of transactions made in pursuance of contracts and arrangement with related
parties referred to in sub-section (1)of section 188 of the Companies Act,2013 are
given in the notes to the financial statements.

27. INSOLVENCY & BANKRUPTCY CODE 2016:-

There is no application made or any proceeding pending under the Insolvency &
Bankruptcy Code,2016, during the financial year.

28. DIFFERENCE IN VALUATION,IF ANY:-

During the year under review, there was no instance of valuation done at the time of
onetime settlement or valuation done while taking loan from the Banks or Financial
Institutions.

29. MATERIAL CHANGES AND COMMITMENTS. IF ANY,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.

No Material changes and commitments affecting the financial position of the company
have occurred between 1^st April 2024 and the date of signing of this report.

30. ACKNOWLEDGEMENT:

We would like to express our grateful appreciation for the co-operation and assistance
received from Banks, Shareholders and Customers. We also wish to place on record
our appreciation for the devoted services of the workers, staff and trust the same will
be continued in future.

BY ORDER OF THE BOARD

REGISTERED OFFICE

Shop No. 542, First Floor,

Auto Market, Hisar (Haryana) (NIRAJ ARYA)

Dated: 06-09-2024 DIRECTOR

DIN NO.09241628

\ (KUNAL ARYA)

DIRECTOR
DIN NO.09241630